BNUMBER:  B-276082; B-276082.2 
DATE:  May 9, 1997
TITLE: Barents Group, L.L.C., B-276082; B-276082.2, May 9, 1997
**********************************************************************

DOCUMENT FOR PUBLIC RELEASE
A protected decision was issued on the date below and was subject to a 
GAO Protective Order.  This version has been redacted or approved by 
the parties involved for public release.
Matter of:Barents Group, L.L.C.

File:     B-276082; B-276082.2

Date:May 9, 1997

Brian A. Darst, Esq.; William A. Roberts III, Esq.; Lee P. Curtis, 
Esq.; Jerone C. Cecelic, Esq.; and Andrew D. Irwin, Esq., Howrey & 
Simon, for the protester.
Robert A. Mangrum, Esq.; and Jason I. Hewitt, Esq., Winston & Strawn 
for Chemonics International, Inc.; Paul Shnitzer, Esq., and Mark D. 
Taylor, Esq., for Booz-Allen & Hamilton; Dean M. Dilley, Esq., and 
Mary Beth Bosco, Esq., Patton Boggs, for Abt Associates, Inc., 
intervenors.
Rosemary T. Rakas, Esq., and William D. Jones, Agency for 
International Development, for the agency.
John Van Schaik, Esq., and Michael R. Golden, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Under solicitation that calls for proposals to provide resumes for 
various labor categories, including investment bankers, and to 
"provide adequate evidence of appropriate academic credentials and 
depth of experience and professional qualifications as specified in 
[the] RFP for the designated areas of technical specialty," the 
evaluation was flawed since the resumes submitted by one awardee for 
the investment banker category do not appear to meet a reasonable 
definition of  investment banker.

2. Under solicitation that calls for fixed daily salaries and fixed 
multipliers for personnel, award is flawed because awardee's proposal 
included conditions on its multipliers.  Since awardee's proposal 
included conditions on its multipliers, no award could be made based 
on that proposal without opening discussions in order to remove those 
conditions or amending the solicitation to allow other offerors to 
propose on the same terms.  

DECISION

Barents Group, L.L.C. protests the award of contracts to Chemonics 
International, Inc., Booz-Allen & Hamilton, Inc., Abt Associates, 
Inc., Carana Corporation, and Deloitte Touche Tohmatsu under request 
for proposals (RFP) No. OP/B/PCE-96-001 issued by the Agency for 
International Development (AID) for technical assistance to support 
AID's Economic Growth Center.

We sustain the protest.

BACKGROUND

This procurement is part of AID's Support for Economic Growth and 
Institutional Reform Project, a primary purpose of which is to provide 
AID with technical expertise in economic and institutional analysis 
and private sector development issues.  While the RFP provides for the 
award of contracts in two functional areas, only contract line item 
0001, which concerns privatization issues, is at issue in this 
protest.  Under contracts awarded pursuant to line item 0001, 
contractors are to work with AID staff to facilitate the transfer of 
assets from state ownership and management to private ownership and 
management.  Work under those contracts is to be performed pursuant to 
task orders issued by the agency and negotiated with the contractors.  
The RFP contemplated award of four to six indefinite quantity 
contracts under line item 0001, each for a 3-year base period and 2 
option years, with one contract set aside for award under the Small 
Business Administration's 8(a) program.

The RFP indicated that contracts would be awarded to responsible 
offerors submitting acceptable, reasonably priced proposals with 
technical and cost scores that offered the greatest value to the 
government and that awards would be made based on initial proposals.  
The RFP explained that proposals were to be assigned technical scores 
and cost scores, which were to be reduced to an overall proposal 
score, with technical weighted 60 percent and cost 40 percent.  The 
technical evaluation was to include consideration of the following 
criteria, with each criterion assigned 25 points:

      1.  Personnel qualifications and experience
      2.  Quality and responsiveness
      3.  Demonstrated corporate experience
      4.  Past performance

The RFP also provided that after the evaluation of offers, every 
qualified offeror would make an oral presentation and participate in a 
question and answer session with the evaluation committee.    

The RFP called for offerors to propose a separate "maximum fixed daily 
salary" for the base period and each of the option periods for each of 
seven labor categories.  The RFP stated that actual salaries for 
individuals proposed under each task order are to be negotiated but 
cannot exceed the maximum salaries proposed in response to the RFP.  
The RFP also stated that the proposed maximum daily salaries are 
"fixed" for the period of the contract.  Offerors also were to propose 
two fixed multipliers, one for U.S expatriate staff and another for 
non-U.S. personnel.  The RFP stated that these multipliers

     "shall include payroll costs, indirect costs, all home/corporate 
     office secretarial/administrative support (Domestic and 
     International), all computer rental (Domestic and International), 
     all report preparation cost, Contract Management . . . and profit 
     or fee, if any."

In addition, the RFP stated that "[o]ther allowable direct costs 
necessary for the performance of the work, such as travel and 
transportation, lodging and subsistence expenses may be authorized in 
the task order."  The cost of each individual task order is to be 
based on the labor rates negotiated for that particular task order 
(but not to exceed the maximum fixed daily salaries for each labor 
category) for the needed personnel, multiplied by the appropriate 
multiplier.  

The RFP stated that for the evaluation the agency would calculate an 
average burdened daily rate using the multipliers and maximum fixed 
daily salaries proposed by each offeror.  For purposes of the cost 
evaluation, the RFP included a matrix which provided that an offeror's 
average burdened daily rate for the base period of the contract would 
count for three-fifths, or 60 percent of its cost and the average 
burdened daily rate for each option period would count for 20 percent.  
The matrix also specified that the U.S. expatriate cost would be 90 
percent of each offeror's average burdened daily rate for the 
evaluation and the cost of non-U.S. staff would be 10 percent.  

AID received 17 proposals.  Agency officials reviewed the technical 
proposals for compliance with the RFP and conducted oral 
presentations.  Each member of the technical evaluation panel then 
completed an individual evaluation of each proposal and assigned 
technical scores to each proposal under each of the RFP evaluation 
criteria.  Final technical scores were calculated by averaging the 
individual scores.  Agency officials used the RFP cost matrix to 
calculate a total cost score for each offeror.  After obtaining raw 
cost and technical scores, agency officials applied the 60/40 
technical/cost weights set forth in the RFP to arrive at a weighted 
score for each offeror.  The weighted scores and the total scores for 
the seven highest rated proposals were as follows:

                       Weighted Technical Score
                                Weighted Cost Score
                                          Total Score
                                          
          Chemonics    [deleted][deleted] [deleted]

          Deloitte     [delted] [deleted] [deleted]

          Carana       [deleted][deleted] [deleted]

          Booz-Allen   [deleted][deleted] [deleted]

          Abt          [deleted][deleted] [deleted]

          Barents      [deleted][deleted] [deleted]

          Other offeror[deleted][deleted] [deleted]
AID reports that the award decisions were not based simply on the 
scores assigned to the various proposals; rather, a best value 
analysis was conducted.  For example, after deciding to make awards to 
Chemonics, Deloitte and Carana given that they offered the best values 
since they were rated in the top six technically and among the lowest 
four in price, the contracting officer ranked Booz-Allen's proposal 
fourth overall, ahead of Barents and the other remaining proposals.  
With respect to Barents, the agency notes that while Barents's 
technical score exceeded that of Booz-Allen by [deleted] percent, 
Booz-Allen's proposed costs were more than [deleted] percent lower 
than Barents's costs, a difference that was considered too significant 
to overcome.  AID ranked Abt fifth overall since, although Barents's 
technical score exceeded that of Abt by [deleted] percent, Abt's 
proposed costs were over [deleted] percent lower than Barents's, again 
a difference too significant to overcome.  AID awarded the five 
protested contracts, and an additional award to an 8(a) firm, based on 
initial proposals.

PROTEST OVERVIEW

Among numerous allegations, Barents argues that AID conducted 
discussions with other offerors during the oral presentations, but not 
with Barents, and relaxed material requirements of the RFP, and 
therefore should have conducted discussions with all offerors and 
requested best and final offers (BAFOs).  Barents also argues that 
some of the awards were improper because the proposals submitted by 
some offerors failed to comply with minimum solicitation requirements 
for the submission of three resumes for investment bankers.  Also, 
according to Barents, AID failed to perform a cost realism analysis as 
required by the RFP.  In this respect, Barents maintains that the RFP 
required that AID evaluate whether the costs proposed by each offeror 
were consistent with that firm's technical plan and quality and 
experience.  Barents also notes that the RFP stated that proposed 
costs could be adjusted for purposes of the evaluation based on the 
results of this cost realism analysis and that AID could determine a 
more realistic estimate of cost for a particular offeror.  Finally, 
Barents challenges the past performance evaluation of a number of the 
awardees.

Barents requests that we recommend that AID award a contract to 
Barents, in addition to the previous awards, or alternatively, that we 
recommend that AID terminate the previous awards and reopen the 
competition by affording Barents the opportunity to submit a BAFO.

As we explain below, we sustain the protest based on our conclusion 
that AID failed to evaluate the resumes submitted by Carana and 
Chemonics as required by the RFP.  We also conclude that the award to 
Booz-Allen was improper since that firm's proposal took exception to 
the RFP requirements for fixed multipliers.  In addition, because 
Booz-Allen's proposal took exception to the fixed multipliers, we 
conclude that the cost realism analysis of that firm's proposal was 
flawed.

ANALYSIS

Evaluation of Resumes

Barents argues that the proposals submitted by Carana and Chemonics 
failed to comply with minimum solicitation requirements for the 
submission of three resumes for investment bankers.  As explained 
above, the RFP called for offerors to submit a maximum fixed daily 
salary for the grouping of labor categories that included financial 
analyst, investment banker, corporate financial advisor, and others.  
Along with other information required to be included in proposals, the 
RFP stated that "[e]ach offeror is required to provide three (3) 
resumes for individuals proposed to fill each of the labor categories 
set forth in . . . this RFP."  The RFP evaluation criteria stated that 
"[t]he offer must provide adequate evidence of appropriate academic 
credentials and depth of experience and professional qualifications as 
specified in . . . this RFP for the designated areas of technical 
specialty."  

Barents argues that one of the three individuals whose resumes Carana 
and Chemonics each submitted for the investment banker category are 
not investment bankers.  Barents states that, by definition, an 
investment banker underwrites and sells new securities.  According to 
Barents, one of the individuals proposed by Carana and one of the 
individuals proposed by Chemonics as investment bankers are merely 
consultants and neither of these individuals has experience in 
investment banking.

Barents explains that it is not suggesting that each of the resumes 
had to be individually scored, but that each resume was required to be 
evaluated to determine whether the offeror met the minimum mandatory 
RFP requirements.  According to Barents, where, as here, the RFP 
identifies distinct labor categories, offerors must propose 
individuals having some background in each area of expertise.  To 
permit offerors to do otherwise, Barents argues would result in unfair 
treatment of those offerors who believed and relied upon what the RFP 
stated--that offerors would need to provide three resumes for 
investment bankers, in addition to each of the other labor categories.

AID responds that the RFP did not detail minimum qualifications for 
each labor category; rather, according to the agency, it was left to 
each offeror to determine what was required to best perform the types 
of tasks set forth in the statement of work.  AID argues that the 
evaluation criteria advised offerors that the agency would evaluate 
the resumes presented as reflecting on the professional capability of 
the offeror and explains that agency evaluators assessed the three 
investment banker resumes submitted by each offeror as part of its 
overview of the 48 resumes required to be submitted by each offeror 
and that none of the resumes was individually scored.  According to 
AID, it would be unreasonable to require the agency to accept only the 
resumes of individuals who had worked in an investment bank engaged 
personally in underwriting and selling new securities.

In reviewing a protest against the propriety of an evaluation, it is 
not our function to independently evaluate proposals and substitute 
our judgment for that of the contracting activity.  North Florida 
Shipyard, Inc., B-260003 et al., Apr. 14, 1995, 95-1 CPD  para.  201 at 3.  
Rather, we will review an evaluation to ensure that it was reasonable 
and consistent with the evaluation criteria in the solicitation.  Id.

Here, we agree with Barents that the evaluation was not consistent 
with the promise of the RFP that the agency would assess whether 
"[t]he offer [provided] adequate evidence of appropriate academic 
credentials and depth of experience and professional qualifications as 
specified in Section C of this RFP for the designated areas of 
technical specialty."   While AID is correct that this provision did 
not indicate that the resumes would be individually scored, we think 
the RFP reasonably placed offerors on notice that they must include in 
their proposals three resumes of individuals who had worked as 
investment bankers.  

As Barents argues, the record shows that the proposals submitted by 
Carana and Chemonics failed to comply with the RFP requirement for the 
submission of three resumes for investment bankers.[1]  As Barents 
points out, one of the resumes submitted by Chemonics describes "a 
senior investment manager and export and business development 
specialist" who is "[e]xperienced in managing investment and export 
development projects and providing technical assistance and training 
to small businesses."  The challenged Carana resume describes a 
"financial policy advisor, principal" who as the president of a 
"leading advisory firm on privatization and emerging markets . . . has 
managed the firm's relationships with international financial 
institutions, and has directed a wide range of international financial 
policy projects."  Neither of these individuals, or the firms they 
work for, appears to be experienced in or engaged in underwriting new 
issues of bonds or stocks or to have any recent experience doing so.  
Thus, the individuals described in the two resumes do not appear to 
meet a reasonable definition of investment banker.  In the absence of 
a persuasive explanation of how the resumes of these individuals show 
they are investment bankers, we conclude that the evaluation was 
flawed.

Evaluation of Booz-Allen's Proposal

Barents argues that the award to Booz-Allen on the basis of its 
initial proposal without discussions was improper because Booz-Allen's 
proposal took exception to or failed to comply with minimum mandatory 
requirements of the RFP.  Barents notes that the RFP stated that 
awards would be made only to firms submitting "responsive" offers and 
that:

     "[t]he Government will determine the responsiveness of an offer 
     on a pass/fail basis.  An offer is responsive when it manifests 
     assent to all the terms and conditions of this [RFP] (Sections A 
     through K) and the prospective contract, which includes the 
     solicitation provisions, contract clauses, statement of work, and 
     documents, exhibits, and attachments.  The Government will 
     declare non-responsive offers to be unacceptable, that is, when 
     the offer does not manifest the offeror's assent to all of the 
     terms and conditions of the RFP and prospective contract."

Barents argues that AID failed to follow these principles and awarded 
a contract to Booz-Allen even though its proposal took exception to 
the RFP and was contingent upon the occurrence of events that were not 
provided for in the RFP.  Specifically, Barents notes that 
Booz-Allen's proposal stated:

     "Some of the labor hours included in this cost estimate are bid 
     at offsite (field) rates, substantially lower than rates normally 
     applicable to services performed at our facility.  These rates 
     are based upon the provision of the following property/facility 
     by the client or one of our subcontractors.  

        a.  Office facilities
        b.  Communications, i.e., local and long distance telephone 
     service
        c.  Copying facilities
        d.  Computer facilities, as required
        e.  General office supplies
        f.  Parking facilities

     The costs proposed are specifically conditioned upon the 
     availability of the items set forth above."

Barents argues that this provision conditioned Booz-Allen's fixed 
daily salaries and multipliers on the availability of the listed items 
and that Booz-Allen therefore failed to comply with the RFP 
requirement that offerors propose fixed daily salaries and fixed 
multipliers because the listed costs were required to be factored into 
the fixed multipliers or the daily rates.

In a second example, Barents notes that each of Booz-Allen's proposed 
multipliers for personnel included the notation: "Assumes bilateral 
agreements between [AID] and participating government cover any cost 
incurred in respect to tax, duties, bonding, and any social welfare 
costs."  Barents notes that the RFP does not mention such agreements, 
and argues that to the extent Booz-Allen's daily salaries were based 
on the assumption that such costs would be covered by AID or the 
participating government, Booz-Allen's proposal was unacceptable.[2]  

We agree with Barents.  It is clear that Booz-Allen's proposal did not 
comply with the RFP requirement for fixed multipliers.  In addition, 
as we explain below, AID's cost realism analysis of Booz-Allen's 
proposal was inadequate.  

In response to the protest allegations, AID first argues that the 
questioned provisions in Booz-Allen's proposal were in conformity with 
the RFP and simply responded to the request for information in the 
RFP.  The only reasonable reading of the first of the two questioned 
provisions in Booz-Allen's proposal--stating that proposed costs were 
"specifically conditioned upon the availability of" the listed 
facilities, telephone service, and office supplies--is that it is 
inconsistent with the RFP requirement that the multipliers "shall 
include payroll costs, indirect costs, all home/corporate office 
secretarial/administrative support (Domestic and International), all 
computer rental (Domestic and International), all report preparation 
cost, Contract Management . . . and profit or fee, if any."[3]  AID 
offers no explanation for the reading that it posits.

The second of the questioned provisions stated that each of 
Booz-Allen's proposed multipliers "[a]ssumes bilateral agreements 
between [AID] and participating government cover any cost incurred in 
respect to tax, duties, bonding, and any social welfare costs."  This 
provision also is inconsistent with the RFP requirement that the 
multipliers in the proposals "shall include payroll costs, indirect 
costs, all home/corporate office secretarial/administrative support 
(Domestic and International), all computer rental (Domestic and 
International), all report preparation cost, Contract Management . . . 
and profit or fee, if any."  Specifically, we think the requirement 
that "payroll costs, indirect costs," be incorporated into the fixed 
multipliers reasonably indicates that "tax, duties, bonding, and any 
social welfare costs" were to be included in the multipliers.[4]

AID also argues that the first of the two provisions in Booz-Allen's 
proposal concerned "labor hours" "bid" and argues that "the specific 
reference to certain facilities is meaningless in that it has no 
applicability to anything actually proposed by Booz-Allen."  We do not 
agree; Booz-Allen's proposal states that its "costs proposed are 
specifically conditioned upon the availability of the items set forth 
above."  Clearly, the only reasonable reading of this statement is 
that the proposed costs--daily salaries/multipliers--were made subject 
to the conditions specified.  While AID argues for a different 
interpretation--that the Booz-Allen statement had no effect on its 
maximum fixed daily salaries, the statement still would be 
inconsistent with the RFP requirement that most--if not all--of these 
costs be included in the fixed multipliers.

AID also argues that Booz-Allen signed a contract document, which was 
the exclusive written agreement memorializing all of the terms and 
conditions, and which stated:  

     "The rights and obligations of the parties to this contract shall 
     be subject to and governed by the following documents:  (a) this 
     award/contract, (b) the solicitation, if any, and (c) such 
     provisions, representations, certifications, and specifications 
     as are attached or incorporated by reference herein."

Apparently, based on this provision, it is AID's position that since 
Booz-Allen's proposal did not become a part of the contract, the 
objectionable language in that proposal is not part of the contract 
and therefore had no impact on the award.  According to AID, because 
the contract includes Booz-Allen's maximum fixed daily labor rates and 
multipliers, Booz-Allen cannot charge the government more than those 
fixed rates and multipliers under the contract.

We do not agree.  Even though an awarded contract may not incorporate 
all aspects of a proposal, the contract may not materially vary the 
terms of the offer.  The Orkand Corp., B-224541, Dec. 31, 1986, 86-2 
CPD  para.  723 at 8; Computer Network Corp. et al.--Request for Recon., 
B-186858, June 13, 1977, 77-1 CPD  para.  422 at 6.  Moreover, in negotiated 
procurements, any proposal that fails to conform to material terms and 
conditions of a solicitation should be considered unacceptable and may 
not form the basis for an award.  Martin Marietta Corp., 69 Comp. Gen. 
214, 219 (1990), 90-1 CPD  para.  132 at 7; L & E Assocs., Inc., B-258808.4, 
June 22, 1995, 95-1 CPD  para.  288 at 4.  Any other rule would be 
inconsistent with the government's obligation to treat all offerors 
fairly and to provide a common basis for the competition.  Since 
Booz-Allen's proposal included conditions on its multipliers, no award 
could be made based on that proposal.  

AID also argues that the departure of Booz-Allen' proposal from the 
terms of the RFP was minor and did not prejudice Barents.  The short 
answer is that AID could not legally accept a proposal which took 
exception to a material RFP requirement.  Martin Marietta Corp., 
supra.  In any event, we do not agree with AID's view that Barents was 
not prejudiced.  AID notes that Barents's local hire multiplier 
included a [deleted] percent add-on to cover national social insurance 
costs, and other locally mandated employee withholdings--costs which 
Booz-Allen's proposal explicitly does not assume.  According to AID, 
if it removes the social welfare costs from Barents's multipliers, 
Barents overall score would exceed that of Abt.  AID argues that, 
consistent with the original selection decision, and considering that 
Barents's costs would still exceed that of Abt by [deleted] percent, 
Abt would still be considered the best value.  

AID's analysis only considers the social welfare costs; it does not 
consider Booz-Allen's first condition regarding the availability of 
the listed facilities, services and supplies.  For AID's attempted 
reanalysis to be meaningful, it would have to include consideration of 
the effect this condition had on Booz-Allen's proposal and the effect 
the absence of this condition had on Barents's proposal.  When the 
cost of the first condition is considered, it is not clear that the 
outcome of the competition would have remained the same had Barents 
been provided an opportunity to revise its proposal, including its 
price.  See Integrated Sys. Group, B-272336; B-272336.2, Sept. 27, 
1996 96-2 CPD  para.  144 at 6.  In other words, but for the agency's 
actions, Barents would have had a substantial chance of receiving an 
award.  McDonald-Bradley, B-270126, Feb. 8, 1996, 96-1 CPD  para.  54 at 3; 
see Statistica, Inc., v. Christopher, No. 96-1148, slip  op. __ (Fed. 
Cir. Dec. 19, 1996).

Cost Realism

An additional effect of the conditions in Booz-Allen's proposal is 
that its costs were not fixed or capped, as contemplated by the RFP.  
Although generally when proposals include caps on proposed costs--so 
that each offeror assumes the risk that its actual costs will be 
higher than proposed--it is improper for the agency to upwardly adjust 
proposed costs in the evaluation to establish realistic costs, Halifax 
Technical Servs., Inc., B-246236.6 et al., Jan. 24, 1994, 94-1 CPD  para.  
30 at 9, and it is sufficient for a cost realism analysis to simply 
determine the offerors' understanding of the requirements and measure 
the risk that an offeror will not be able to perform.  ASI Personnel 
Serv., Inc., B-258537.7, June 14, 1995, 95-2 CPD  para.  44 at 5.

In other words, the maxim that the government bears the risk of cost 
overruns in the administration of a cost reimbursement contract is 
reversed when a contractor agrees to a cap or ceiling on its 
reimbursement of allowable costs.  BNF Technologies, Inc., B-254953.3, 
Mar. 14, 1994, 94-1 CPD  para.  274 at 5.  Nonetheless, where cost caps are 
ineffective or can be circumvented, they will not effectively shield 
the government from cost growth and a proper cost realism 
analysis--including an assessment of the extent to which proposed 
costs represent what the contract should cost, assuming reasonable 
economy and efficiency--is required.  See Advanced Technology Sys, 
Inc., 64 Comp. Gen. 344, 346-348 (1985), 85-1 CPD  para.  315 at 5-6.  Since 
Booz-Allen's costs effectively were not capped, the cost realism 
analysis performed here--which did not include an assessment of the 
extent to which Booz-Allen's proposed costs represent what the 
contract should cost--was inadequate. 

CONCLUSION

We recommend that AID amend the RFP to clarify the requirement for 
resumes and to clarify what the fixed multipliers should include.  AID 
should then give Barents and the awardees an opportunity to submit 
BAFOs.  Based on those BAFOs, AID should terminate contracts, if 
necessary, and make awards to those firms whose proposals offer the 
best value to the government, consistent with the RFP.[5]   We also 
recommend that Barents be reimbursed its cost of pursuing this 
protest, including reasonable attorneys' fees.  Bid Protest 
Regulations, 4 C.F.R.  sec.  21.8(d)(1) (1997).  Barents's certified claim 
for such costs, detailing the time expended and costs incurred, should 
be submitted directly to the agency within 60 days after receipt of 
this decision.  4 C.F.R.  sec.  21.8(f)(1).

The protest is sustained.[6]

Comptroller General 
of the United States
     
1. While AID and a number of the intervenors challenge Barents's 
definition of an investment banker as one who underwrites and sells 
new securities, we think that definition is reasonable.  Barents 
refers to Jerry M. Rosenberg, Dictionary of Banking 186 (1983), which 
states that an investment bank is "a bank serving as an underwriter 
for new issues of bonds or stocks and as part of a syndicate 
redistributes the issues to investors," and an investment banker is 
"the middleman between the corporation issuing new securities and the 
public."  While the RFP did not include definitions of any of the 
various labor categories, since it called for a separate set of 
resumes for each of the various labor categories--including corporate 
financial advisor, commercial banker and investment banker--we think 
the only reasonable reading of the solicitation is that resumes for 
the various labor categories should reflect differences among those 
various categories.

2. Barents raises two other examples of alleged contingencies in 
Booz-Allen's proposal which it argues should have resulted in 
rejection of the proposal as unacceptable.  We do not agree.  First, 
Booz-Allen's proposal stated that "[t]he definitized contract should 
include a force-majeure clause." Although Barents argues that 
Booz-Allen's "demand" for the inclusion of such a clause was contrary 
to the RFP, in our view, the notation that the contract "should" 
include the clause was precatory in nature and did not render the 
proposal unacceptable since circumstances did not indicate that the 
request was anything more than a wish or desire.  See GMI, Inc., 
B-239064, July 3, 1990, 90-2 CPD  para.  8 at 3.  Booz-Allen's proposal also 
stated:  "All other terms and conditions shall be as mutually agreed 
upon at the time of negotiations."  This clause simply reserved the 
right of Booz-Allen to agree to additional terms and conditions if 
negotiations were held.  Since no negotiations were held, we do not 
see how this provision qualified Booz-Allen's proposal.

3. Booz-Allen argues that costs for these facilities, telephone 
services, and office supplies are reimbursable under the provision of 
the RFP which stated that "[o]ther allowable direct costs necessary 
for the performance of the work, such as travel and transportation, 
lodging and subsistence expenses may be authorized in the task order."  
We think this contention is simply inconsistent with the above-quoted 
specific language of the RFP.

4. Booz-Allen's proposal essentially repeated the RFP provision 
stating that the firm's multipliers include payroll costs, indirect 
costs, all home/corporate office secretarial/administrative support 
(Domestic and International), all computer rental (Domestic and 
International), all report preparation cost, Contract Management . . . 
and profit or fee, if any.  Nonetheless, since the proposal also 
conditioned Booz-Allen's costs on the assumption that bilateral 
agreements will cover taxes, duties, bonding and social welfare costs, 
we think the proposal is ambiguous as to whether all required costs 
are included in the multipliers.

5. Although Chemonics argues that Barents is not eligible for award 
because Barents and its subcontractors failed to submit properly 
executed certificates of procurement integrity, properly executed 
certificates can be obtained from Barents prior to award.  Worldwide 
Servs. Inc./Perry Management Corp., a Joint Venture,
B-261113, Aug. 18, 1995, 95-2 CPD  para.  73 at 3-4. 

6. Barents also alleges various other errors in the evaluation of 
proposals and the selection decisions.  We have reviewed these 
allegations and we conclude either that the allegations are without 
merit or, in view of our conclusions and recommendation, there is no 
reason to consider these allegations.  For example, although Barents 
argues that it should have been given an opportunity to submit a BAFO 
because discussions were held with other offerors during oral 
presentations, in view of our recommendation that BAFOs be requested, 
there is no reason to consider this allegation.  In addition, although 
Barents challenges the evaluation of the past performance of some of 
the awardees, based on our review of the record, we conclude that the 
evaluation was reasonable and consistent with the evaluation criteria 
in the RFP.  Although that evaluation could have been more thoroughly 
documented, we think the scores assigned to the various proposal in 
the past performance evaluation reasonably reflected the differences 
between the performance histories of the various offerors.  In a final 
example, although Barents argues that Booz-Allen effectively modified 
its proposal during its oral presentation to remove its investment 
banker resumes from its proposal, since Booz-Allen's written proposal 
did not change, we do not agree.