BNUMBER:  B-277208; B-277208.2 
DATE:  September 15, 1997
TITLE: Matrix International Logistics, Inc., B-277208; B-277208.2,
September 15, 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:Matrix International Logistics, Inc.

File:     B-277208; B-277208.2

Date:September 15, 1997

Timothy Sullivan, Esq., Katherine S. Nucci, Esq., and Martin R. 
Fischer, Esq., Adduci, Mastriani & Schaumberg, for the protester.
Raymond S.E. Pushkar, Esq., and Michael A. Hopkins, Esq., McKenna & 
Cuneo, for Sea-Land Logistics, Inc., an intervenor.
Charna J. Swedarsky, Esq., Department of the Navy, for the agency.
John L. Formica, Esq., Guy R. Pietrovito, Esq., and James A. 
Spangenberg, Esq., Office of the General Counsel, GAO, participated in 
the preparation of the decision.

DIGEST

Protest that the contracting agency unreasonably evaluated the 
protester's and awardee's competing proposals under certain of the 
technical evaluation factors is denied where the record shows that the 
evaluation was reasonable; the protester's mere disagreement does not 
render the agency's judgment unreasonable.

DECISION

Matrix International Logistics, Inc. protests the award of a contract 
to Sea-Land  Logistics, Inc. under request for proposals (RFP) No. 
N62387-96-R-9602, issued by the Military Sealift Command (MSC), 
Department of the Navy, for transportation services in support of the 
Cooperative Threat Reduction (CTR) program.  Matrix contends that the 
agency's evaluation of its and Sea-Land's technical proposals, and the 
selection of Sea-Land's higher-priced proposal for award, were 
unreasonable. 

We deny the protest.

The CTR program assists the former Soviet Union (FSU) countries of 
Russia, Belarus, Ukraine, and Kazakhstan in the elimination of their 
nuclear and chemical weapons of mass destruction and of other weapons.  
CTR program support includes, to the extent feasible, the use of 
United States technology and technicians, and has resulted in the 
provision of equipment and services to the FSU.  The successful 
contractor under the RFP will be required to provide multifaceted 
transportation and shipping support services to the CTR program, 
including shipment planning, material handling, shipment, reporting, 
and security.  Essentially, the objective of the contract is to 
provide the CTR program with door-to-door intermodal services for the 
transportation of containerized and breakbulk cargoes between the 
United States, Europe, and certain points within the FSU.

The RFP provided for the award of a fixed-price, indefinite delivery, 
indefinite quantity contract, for a base and 1 option year.  The RFP 
stated that award would be made to the offeror submitting the proposal 
representing the best overall value to the government, price and other 
factors considered, and listed the following technical evaluation 
factors and subfactors: 

     1.  Proposed Services for CTR Shipments

        A.  Procedures and Method for Shipment Planning
        B.  Shipment Execution
        C.  Reporting and In-Transit Visibility (ITV)
        D.  Security
        E.  Sample Problem Solution

     2.  Experience and Past Performance

        A.  Corporate Performance
          (i)  Resources
          (ii) Program Management
          (iii)ITV
          (iv) Security
        B.  Government Assessment of Performance

     3.  Corporate Capabilities

        A.  Personnel experience/resumes
        B.  Program management
        C.  Facilities, transportation assets
        D.  Computer systems, databases, etc.
        E.  Financial Capability

     4.  Material Handling

        A.  Container and less-than-trailerload shipments
        B.  Breakbulk and Rolling Stock
        C.  Oversize Breakbulk

The RFP informed offerors that the evaluation factors and subfactors 
were listed in descending order of importance, with certain 
exceptions; within evaluation factor one, subfactors A, B and C were 
of equal importance, and subfactors D and E were of equal importance, 
but were less important than subfactors A, B and C; the subfactors of 
evaluation factor four were of equal importance.  The RFP also 
provided detailed instructions for the preparation of proposals and 
requested that offerors organize their technical proposals to respond 
to the evaluation factors and subfactors.

The agency received five proposals by the RFP's closing date.  The 
proposals were evaluated by the agency, and three proposals, including 
Sea-Land's and Matrix's, were included in the competitive range.  
Discussions were held, and best and final offers (BAFO) were requested 
and received.  Sea-Land's and Matrix's proposals were evaluated as 
technically "excellent" overall, at evaluated prices of $6,016,179 and 
$7,086,280, respectively.[1]  The agency determined that the proposals 
of Sea-Land and Matrix were essentially equal in technical merit and 
awarded the contract to Sea-Land because of its lower price.

After requesting and receiving a debriefing, Matrix filed protests 
with our Office on June 24 and August 7, 1996.[2]  In Matrix Int'l 
Logistics, Inc., B-272388.2, Dec. 9, 1996, 97-2 CPD  para.  ___, we 
sustained Matrix's protests.  Specifically, we concluded that the 
reasonableness of the agency's evaluation of Sea-Land's BAFO and the 
source selection decision could not be determined because they were 
unsupported by either the contemporaneous evaluation and source 
selection documentation, or the arguments, explanations, and hearing 
testimony in the protest record.  We also found that the agency had 
failed to conduct meaningful discussions with Matrix, and had engaged 
in improper post-BAFO discussions with Sea-Land.  We recommended that 
the agency reopen discussions, request new BAFOs, document its 
evaluation and source selection decision, and if it concluded that 
Sea-Land was no longer in line for award, terminate the contract 
awarded to Sea-Land and award the contract to the appropriate offeror.

In response to our recommendations, the agency reopened discussions, 
and requested and received revised proposals from each of the three 
offerors whose proposals had been included in the previous competitive 
range, including Sea-Land and Matrix.[3]  The proposals were forwarded 
to the cognizant source selection evaluation board (SSEB) for 
evaluation, with the SSEB rating each of the proposals as technically 
"marginal."[4]  The three proposals were included in the competitive 
range, discussions were held, and BAFOs were requested and received.  
Sea-Land's BAFO was rated as "excellent" overall at an evaluated price 
of $6,191,705, and Matrix's BAFO was rated as "good" overall at an 
evaluated price of $5,578,626.  A memorandum, which recommended that 
the contract be awarded to Sea-Land as the offeror submitting the 
proposal representing the best value to the government, was forwarded 
by the chairman of the SSEB and the contracting officer to the source 
selection authority (SSA).[5]  The SSA signed the memorandum as 
"concur[ring]" with the recommendation.

After being informed by the agency of its determination that 
Sea-Land's proposal represented the best value to the government, and 
requesting and receiving a debriefing, Matrix filed these protests.

Matrix protests that the agency's evaluation of its and Sea-Land's 
technical proposals was unreasonable.  The evaluation of technical 
proposals is a matter within the discretion of the contracting agency 
since the agency is responsible for defining its needs and the best 
method of accommodating them.  Marine Animal Prods. Int'l, Inc., 
B-247150.2, July 13, 1992, 92-2 CPD  para.  16 at 5.  In reviewing an      
agency's evaluation, we will not reevaluate technical proposals, but 
instead will examine the agency's evaluation to ensure that it was 
reasonable and consistent with the solicitation's stated evaluation 
criteria.  MAR, Inc., B-246889, Apr. 14, 1992, 92-1 CPD  para.  367 at 4.  
An offeror's mere disagreement with the agency does not render the 
evaluation unreasonable.  McDonnell Douglas Corp., B-259624.2, 
B-259624.3, June 16, 1995, 95-2 CPD  para.  51 at 18.

Matrix first challenges the agency's evaluation of its and Sea-Land's 
proposals as "good" and "excellent," respectively, under the 
procedures and method for shipment planning subfactor to the proposed 
services for CTR shipments evaluation factor.

In assessing Sea-Land's proposal as "excellent" under the procedures 
and method for shipment planning subfactor, the agency found that the 
proposal reflected "comprehensive and detailed planning for every 
action in every shipment."  The agency noted, for example, that 
Sea-Land, in planning for the movement of cargo, would involve the 
original equipment manufacturers (OEM) of the cargo being transported, 
Sea-Land's subcontractors in the FSU, FSU officials, and other 
professional associates in the shipment planning process, at a 
relatively early point in time.  The agency found that Sea-Land's 
proposed planning process included, among other things, the 
identification of specific requirements for containers, breakbulk, and 
oversized or hazardous cargo, the identification of origins and 
destinations, the determination of possible modes of transportation, 
the selection of ports, and the selection of subcontractors to work 
the cargo.  The agency also found that Sea-Land's proposed planning 
process included a description of certain specific actions to be taken 
if the cargo were hazardous cargo, including the transmission of 
detailed hazardous cargo information to the FSU to prevent potential 
problems.  Furthermore, Sea-Land proposed [DELETED].  The agency 
concluded that Sea-Land's active approach to planning, whereby it 
proposed to involve OEMs, its subcontractors, and FSU officials in the 
planning process at a relatively early point in the process, as well 
as, in certain circumstances, its proposed planning process for the 
transportation of hazardous cargo, and [DELETED], merited a rating of 
"excellent" under the procedures and method for shipment planning 
evaluation subfactor.

Matrix's planning process was determined to meet the requirements of 
the RFP and reflected a "good understanding" of the agency's needs 
under the procedures and method for shipment planning subfactor.  The 
agency noted that with regard to the shipment of oversized and 
hazardous cargo, Matrix proposed to rely on suppliers, truck drivers, 
and stevedores to identify weight and dimension discrepancies and 
hazardous cargo documentation problems, rather than ensuring that the 
shipping documentation is complete and accurate prior to cargo 
receipt.

The protester contests much of the agency's evaluation of its and 
Sea-Land's proposals under the procedures and method for shipment 
planning subfactor.  For example, with regard to Sea-Land's proposal, 
the protester contends that, contrary to the requirements of the RFP 
and determinations of the agency, Sea-Land's proposal does not "even 
mention transportation plans, much less what they are, or what they 
include, or how they are developed."  The protester argues that, in 
its view, Sea-Land's proposal is unclear as to [DELETED].  The 
protester adds that, contrary to the agency's evaluation, Matrix does 
not "blindly rely on others . . . to verify oversized cargo 
dimensions," but rather "checks and double-checks the dimensions 
provided against each other and dimension data already in Matrix's 
possession, and . . . resolves any discrepancies through 
communications with the OEMs."  The protester also notes that its own 
proposal is longer and more detailed with regard to its description of 
its procedures and method for shipment planning than the section of 
Sea-Land's proposal which addresses the same subfactor.

From our review of the record, we find reasonable the agency's 
conclusion that Sea-Land's proposal "reflected a comprehensive and 
detailed approach" to shipment planning.  The RFP's proposal 
preparation instructions requested that offerors describe in their 
proposals how they would "develop transportation plans for all 
shipment categories (container, general breakbulk, oversize breakbulk, 
hazardous material)."  The RFP added here that offerors should 
describe how they intended to "gather information on impending 
shipments," and to "manage uncertainty in OEM-provided equipment 
dimensions and to minimize delays and cost."  Offerors were further 
requested to describe the resources by which they would "gain 
awareness of and monitor potential risks (both loss and delay) to the 
shipment."  While we agree with the protester that the section of its 
proposal addressing the procedures and method for shipment planning 
subfactor is longer and more detailed than Sea-Land's, the information 
set forth in Sea-Land's proposal, as determined by the agency, 
addresses the concerns of the agency as reflected in the RFP's 
proposal preparation instructions.  The RFP simply did not require, as 
Matrix infers, that offerors provide specific transportation plans, 
but rather requested that offerors detail the processes by which they 
would develop such plans.

The major discriminator between the proposals of Sea-Land and Matrix, 
and much of the reason why Sea-Land's proposal was rated by the agency 
as "excellent" and Matrix's as "good" under the procedures and method 
for shipment planning evaluation subfactor, was Sea-Land's proposed 
[DELETED].  The agency explains that, in its experience, "paperwork 
and the accuracy of that paperwork are critical" in the movement of 
oversized cargo because "no mistakes are tolerated by local 
authorities," and as a result "improper cargo or weight dimensions for 
breakbulk or oversized cargo is a 'showstopper.'"  In the agency's 
view, the [DELETED] is preferable to Matrix's proposed approach, which 
described the actions Matrix would take if problems were to occur 
after transit of the cargo had begun, and [DELETED].[6]  While Matrix 
clearly disagrees with the agency's evaluation of the proposals under 
this subfactor, and specifically the [DELETED], Matrix's disagreement 
with the agency's technical judgment does not render the agency's 
evaluation unreasonable.  McDonnell Douglas Corp., supra, at 19.

Matrix challenges the agency's evaluation of its and Sea-Land's 
proposals as "good" and "excellent," respectively, under the shipment 
execution subfactor to the proposed services for CTR shipments 
evaluation factor.  According to Matrix, the record demonstrates that 
the evaluated difference between the proposals "boils down to one 
point, namely, that the ratings were justified because [Sea-Land] 
allegedly sends (overnight or by courier) the necessary paperwork for 
obtaining permits and clearances well before the shipment execution 
stages."  The protester contends that this assessment is incorrect, 
because "[w]hile perhaps not stating as explicitly as [Sea-Land] that 
information and documentation is forwarded to the FSU during the 
shipment planning stages, Matrix's proposal is most reasonably 
interpreted as making that representation."

The RFP requested that offerors address the shipment execution 
evaluation by describing how they would provide transportation 
services for the CTR program, including discussions of their 
respective approaches to transportation services, entry/customs, 
receipting, quality control, origin to final destination, and origin 
to marshaling point, for certain shipment types and destinations 
"which present unique challenges."  The SSEB noted that the key 
strengths of Sea-Land's proposal under the shipment execution 
evaluation subfactor included:

     excellent detail for locations, transportation modes, equipment 
     types and directions.  Virginia and European Continental 
     warehousing and consolidation activities, [hazardous material] 
     control, entry/custom and quality control are extensively 
     detailed.  Procedures for storing, consolidating and processing 
     Inter/Intra FSU and backhaul requirements exceed government 
     requirements providing routings, plans and risk 
     assessment/abatement details.

In contrast, the SSEB noted the key strengths of Matrix's proposal 
under the same evaluation subfactor as providing:

     for some back-up checks in the process by subcontractors and port 
     personnel which will assist determining shipment problems.  The 
     proposal does recognize risks associated with performance.

As indicated by the foregoing quotes, the record simply does not 
support the protester's assertion that the discriminator between the 
proposals of Matrix and Sea-Land under the shipment execution 
evaluation subfactor was that Sea-Land proposed to send the necessary 
paperwork for obtaining permits and clearances "to the FSU" well 
before the shipment execution stages, whereas Matrix did not.  
Instead, the record evidences that the agency determined that 
Sea-Land's proposal provided greater understanding and detail 
regarding the agency's requirements as considered under the shipment 
execution evaluation subfactor than did Matrix's.  Because Matrix has 
not otherwise substantively challenged the agency's evaluation of 
Sea-Land's proposal under the shipment execution evaluation subfactor, 
we see no basis to object to this aspect of the evaluation.

Matrix also challenges the evaluation of its and Sea-Land's proposals 
under the reporting and ITV subfactor to the proposed services for CTR 
shipments evaluation factor, under which the proposals were rated as 
"good" and "excellent," respectively.  Matrix contends that its and 
Sea-Land's proposals offer the same or similar features with regard to 
reporting and ITV services, and that the proposals should therefore 
have received the same rating. 

The agency reports that in evaluating the proposals, it found that 
Matrix and Sea-Land proposed many of the same reporting and ITV 
capabilities.  For example, the agency found that both offerors 
proposed to keep track of the status of shipments through the use of 
electronic data interchange, customized data systems, electronic mail, 
satellite telephones, reports filed by their security teams, and 
customs and port official reports.  The agency found, however, that 
Sea-Land's proposal included two features regarding reporting and ITV 
capabilities that were not offered by Matrix.  Specifically, Sea-Land 
[DELETED].[7]  Also, Sea-Land offered [DELETED].  The agency concluded 
that these added reporting and ITV capabilities "provided [Sea-Land's] 
proposal with a distinct edge over Matrix through a redundant system 
designed to leave 'no stone unturned' to provide ITV," and thus 
justified the different ratings received by the two proposals under 
this subfactor.

Matrix's disagreement with the agency's evaluation of Sea-Land's and 
Matrix's proposals under the reporting and ITV evaluation subfactor 
does not render the evaluation unreasonable.  For example, Matrix 
maintains that "it is difficult to see how [DELETED] database . . . 
will enable [Sea-Land] to provide more accurate or current ITV 
information than Matrix would provide with daily status and location 
reports via satellite phone from the security teams accompanying each 
shipment."  Although Matrix may believe that daily status and location 
reports from its security guards provides ample ITV capability, we 
cannot find unreasonable the agency's determination that Sea-Land's 
access to additional sources of information (e.g., [DELETED]) to 
verify the ITV reports it receives from its security guards would be 
beneficial.

Matrix also speculates that the statement in Sea-Land's proposal that 
[DELETED].  We find that the agency reasonably interpreted Sea-Land's 
proposal as providing, in certain circumstances, for [DELETED].  In 
addition to the relative clarity of the proposal's statement, set 
forth above, concerning [DELETED], the proposal states elsewhere that 
for certain shipments [DELETED].  Additionally, the proposal states 
that Sea-Land's ITV capabilities include "[a]ccess to portable 
satellite phones."  It thus appears clear that Sea-Land was not 
[DELETED], as speculated by Matrix.     

Matrix protests the agency's evaluation of Sea-Land's proposal as 
"good" under the security subfactor to the proposed services for CTR 
shipments evaluation factor.[8]

The RFP's statement of work informed offerors that:

     [s]ecurity is required to ensure that cargo is safe from theft, 
     damage, vandalism, and pilfering.  Security shall be provided for 
     . . . each shipment from origin to final destination.  The 
     contractor shall provide armed security upon commencement of 
     ground transportation in the FSU countries, to include the 
     countries of final destination and former satellite countries of 
     the FSU.  Armed security shall include trained army security 
     personnel during transport.  Personnel shall be trained in the 
     use of arms and proper security procedures.  Security shall 
     include 24 hours command and control coverage, licensed armed 
     guards, blocktrain use when feasible, and staging security at all 
     FSU transportation points and final destination.     

The RFP's proposal preparation instructions stated in pertinent part 
that offerors

     must demonstrate an ability to provide physical security during 
     transit into and through FSU countries, including an 
     understanding of the importance of security in the FSU and 
     including an adequate plan for providing security during transit.

The SSEB found in evaluating Sea-Land's initial proposal that, 
although the proposal stated that Sea-Land would "provide security for 
all shipments and provide[d] extensive detail," the proposal, which 
indicated that some items may be transported by barge, included "no 
detail to specifically address barge movement security procedures."  
The SSEB rated Sea-Land's initial proposal under the security 
subfactor as "marginal."  

During discussions, the agency informed Sea-Land that, among other 
things, its proposal "didn't address physical security procedures 
during transit into and through all FSU countries by all modes," and 
that it needed to clarify its "procedures to make sure all modes [of 
transportation] are covered."  Although Sea-Land's BAFO provided 
additional detail concerning truck and rail security, and the security 
firms it would use, it omitted any discussion of security procedures 
to be followed should items be transported by barge.  The SSEB 
evaluated Sea-Land's BAFO as "good" under the security subfactor to 
the proposed services for CTR shipments evaluation factor.

Matrix argues that because Sea-Land did not expressly address security 
for the transport of cargo by barge (as opposed to the two other modes 
of transportation contemplated by the RFP of rail and truck), its 
proposal should have been evaluated as "marginal" rather than "good" 
under the security subfactor.  Matrix points out that "all parties 
agree that cargo will need to be delivered in the FSU via rail, truck, 
and barge transportation modes," and contends that each of these modes 
of transportation "present unique problems in terms of protecting the 
cargo against theft and pilferage."  In Matrix's view, the agency 
failed to provide any "plausible or defensible explanation" for 
evaluating Sea-Land's BAFO as "good," even though it failed to 
specifically address barge security, and speculates that the SSEB 
"chose to ignore the omission in [Sea-Land's] proposal and gave 
[Sea-Land] an overall 'Good' rating for [security]," because to do 
otherwise would, according to Matrix, "preclude an award to 
[Sea-Land]."  Matrix concedes, however, that "the RFP does not 
specifically state that the proposals must address adequate plans for 
security with respect to each mode of transportation." 

The agency explains that, after conducting its evaluation of initial 
proposals, the SSEB determined that it had placed too much emphasis on 
barge security.  In this regard and as conceded by the protester, the 
RFP did not require specific information regarding every potential 
mode of transport such as by barge.  Further, the record reflects that 
Sea-Land proposed to transport goods by barge only to a single 
destination and then only during the months of May, June or July, and 
that the goods estimated to be transported by barge constituted 
approximately 3/10 of 1 percent of the total estimated requirement.  
The agency, while considering Sea-Land's failure to address barge 
security, concluded that Sea-Land's proposal merited a rating of 
"good" under the security subfactor to the proposed services for CTR 
shipments evaluation factor because the proposal "clearly demonstrated 
Sea-Land's capability to meet the security requirements for all 
shipments using truck and rail."
                          
We find, contrary to the protester's arguments, that the agency acted 
reasonably in evaluating Sea-Land's proposal as "good" under the 
security subfactor.  The record demonstrates (and the protester does 
not argue otherwise) that Sea-Land's description of its security 
procedures and plans for the transport of cargo by truck and rail was 
detailed and well explained.  Moreover, the protester does not 
demonstrate that the agency, in its evaluation of the offerors' BAFOs, 
failed to place the proper emphasis on Sea-Land's omission of any 
discussion of barge security, given the relatively minor amount of 
cargo to be transported by barge.  

Matrix protests the evaluation of its and Sea-Land's proposals as 
"acceptable" and "excellent," respectively, under the corporate 
performance subfactor to the experience and past performance 
evaluation factor.  

The RFP's proposal preparation instructions stated that "[o]fferors 
should describe the transportation services they and their 
subcontractors have provided into the FSU, including at least their 
value and scope."  Offerors were requested to describe how they and 
their subcontractors have provided such services with regard to the 
following:  resources employed (people, facilities, equipment, etc.); 
program management; ITV; and security.  As set forth previously, 
resources employed, program management, ITV, and security, were listed 
as elements of the corporate performance evaluation subfactor.

Matrix contends that Sea-Land's proposal was unreasonably evaluated as 
"excellent" under the corporate performance subfactor to the 
experience and past performance factor because, in Matrix's view, 
Sea-Land's proposal does not include the information requested by the 
RFP for evaluation.  For example, Matrix asserts that Sea-Land's 
proposal fails to "describe any projects for transportation services 
that Sea-Land and its subcontractors have provided into the FSU," and 
in describing its resources only briefly addresses the people, 
facilities, and equipment used in connection with certain projects.  
Matrix also contends that Sea-Land's proposal fails to discuss a 
number of items requested by the RFP under the program management 
element to the corporate performance subfactor, including, as set 
forth in the RFP, a description "of the resources that they had access 
to in the planning and shipment processes," and examples 
"demonstrating their ability to manage programs, to identify and avoid 
problems in the first place, and to deal with problems encountered in 
transit."  Matrix also complains that Sea-Land's proposal fails to 
adequately describe, as requested by the RFP, "the processes used for 
obtaining in-transit shipment status and the ADP [automatic data 
processing] systems used to manage, communicate and use this 
information," and, for the security subelement of the corporate 
performance subfactor, "how shipments were protected from theft and 
pilferage."  The protester concludes that, given these "substantial 
omissions," Sea-Land's proposal warranted, at best, a rating of 
"acceptable."

We disagree.  Sea-Land's proposal provides, as reflected in the SSEB 
report, information on nine major projects involving the 
transportation of cargo to the FSU.  These projects include Sea-Land's 
performance of two previous contracts awarded by MSC for 
transportation and shipping services to the FSU in support of the CTR 
program, as well as Sea-Land's continued performance of the contract 
awarded under the RFP here, during which Sea-Land has successfully 
delivered more than 7,577 metric tons of cargo since August 1, 1996.  
Although, as recognized by the agency during its evaluation of 
Sea-Land's proposal, the descriptions varied with regard to the degree 
to which they provided the information requested by the RFP, each 
description provides, as the agency asserts, information "regarding 
the nature of the project, the type of cargo, value of the proposal, 
the actions of [Sea-Land] personnel and its contractors, 
subcontractors, and related companies to accomplish the movements."

For example, Sea-Land's proposal includes a description of a program 
it managed involving the shipment of $145 million worth of gold mining 
equipment from the United States, Europe, and Asia to the FSU.  Here, 
Sea-Land discussed the value, scope, and nature of the cargo (which 
included oversized and superoversized cargo, including tractors, 
graders, and loaders), and the facilities, equipment, and other 
Sea-Land resources employed to transport the cargo.  The services 
provided by Sea-Land to accomplish this project, including Sea-Land's 
opening of offices in the FSU, were detailed, and a description of how 
the cargo was actually transported (by ship, rail, and truck), 
including the roles of certain contractors, was provided.  Sea-Land 
also described its provision of ITV reports (three times per week to 
origin and destination locations, in part through the use of 
electronic mail), and security (security teams were dispatched and met 
the cargo at the FSU border).  

The agency also points to Sea-Land's transportation of a $25 million 
refinery from Houston, Texas, to Tomsk, Russia, detailed in its 
proposal, as an example of the type of description which, in part, 
resulted in the agency's evaluation of Sea-Land's proposal as 
"excellent" under the corporate performance evaluation subfactor.  In 
this example, Sea-Land explained how some of the cargo had to be 
transported by ship and barge (as opposed to rail) because of the 
cargo's size.  According to Sea-Land, the firm used an "'ice-class' 
vessel with a 10,000 ton capacity to transport the cargo through the 
North Sea to the Gulf of Ob," where the cargo was loaded onto four 
barges while seven kilometers at sea using cranes on board the 
Sea-Land vessel.  The barges were then transported down the Ob River 
to the port of Koltogorsk.  In describing this project, Sea-Land 
explained how it had to obtain special clearances and find and use 
certain barge companies, because the route taken is not open to 
western shipping, and how it had to make special arrangements to 
ensure that other firms that had provided service were paid for their 
services because of certain problems with the banking system.  Based 
on our review of this example and the record overall, we find no basis 
to challenge the agency's assessment of Sea-Land's corporate 
performance as "excellent."

The protester also asserts here that its proposal's "low rating [of 
acceptable is] unwarranted," and that its proposal should have been 
rated as "[g]ood or better" under the corporate performance evaluation 
subfactor.  The agency responds that it found that Matrix's proposal 
only adequately addressed the overall requirements of the corporate 
performance section of the RFP and was thus rated as "acceptable."  
The agency explains that in its view the descriptions of Matrix's 
performance on related contracts as set forth in its proposal only 
"provided a general overview of the activities [Matrix] has 
'coordinated,' but failed to outline the steps taken in the process of 
coordinating that activity."  In its report, the agency points to a 
number of quotes from Matrix's proposal in support of this view, 
including the following:

     During 'Operation Winter Rescue' Matrix coordinated the shipment 
     of 864 containers from the US, Canada, England, and France to 
     destinations in Georgia and Armenia.  The purpose of this 90 day 
     operation was to assist the poor, elderly, and orphans in these 
     severely depressed countries.  Operation Winter Rescue was, at 
     the time, the highest profile relief effort in the FSU.  The 
     success of this operation can be attributed to the cohesive 
     working relationship demonstrated among the following 
     organizations:  Matrix, the Department of State, OSIA, and the 
     Fund for Democracy the predecessor to (MPRI).

Matrix, in responding to the agency report, does not substantively 
respond to the agency's contention that its proposal received a rating 
of "acceptable" under the corporate performance subfactor because its 
descriptions of its past performance were general in nature.  Because 
of this and based upon our own review, we find reasonable the agency's 
position regarding its evaluation of Matrix's proposal under the 
corporate performance subfactor.

Matrix challenges the evaluation of its and Sea-Land's proposals as 
"good" under the government assessment of performance subfactor of the 
experience and past performance evaluation factor.  Matrix argues that 
the past performance evaluation surveys, which were used in the 
evaluation of proposals under this subfactor, reflected "an overall 
superior assessment of Matrix's past performance as compared to 
[Sea-Land's] past performance."

The agency explains that, in evaluating the completed past performance 
surveys, it "recognized that both offerors received numerous excellent 
ratings and comments from those surveyed," and that "the substantive 
comments accompanying the ratings pointed out differences to the SSEB 
. . . which affected the rating of Matrix and Sea-Land."  For example, 
with regard to Matrix, one survey states that "rate negotiations have 
not always gone smoothly," and that "some distrust exists, lack of 
partnership."  This survey narrative continues by providing an example 
where Matrix's proposed method of shipping would have resulted in a 
higher price to the agency than was necessary.  The agency found that 
the negative comments with regard to Sea-Land's performance were 
relatively minor, including one shipment reporting problem which was 
overcome when identified, and that Sea-Land "had to be reminded that 
only government authorized representatives could make constructive 
changes to the contract."

Based upon our review of the record, including each of the surveys 
completed, the individual evaluator work sheets, the summary 
evaluations, and the SSEB report, we cannot find the agency's 
evaluation of Matrix's and Sea-Land's proposals under the government 
assessment of performance subfactor to be unreasonable.  The surveys, 
in essence, speak for themselves, and although they include mostly 
positive comments regarding the performance of both Matrix and 
Sea-Land, they also set forth some negative comments.  The record 
reflects that the agency, in evaluating the proposals as "good" under 
the government assessment of performance subfactor, did so in an 
evenhanded and reasonable manner.[9]

Finally, Matrix challenges the agency's price/technical tradeoff 
determination based upon its contentions that its and Sea-Land's 
proposals were unreasonably evaluated.  As explained in the analysis 
above, we find that the agency's evaluation of Matrix's and Sea-Land's 
proposals was reasonable.[10]  Since the agency in its award selection 
document reasonably explained why Sea-Land's higher-rated proposal was 
worth its evaluated price premium, Matrix's contentions here provide 
no basis for overturning the award determination.  Hughes Georgia, 
Inc., B-272526, Oct. 21, 1996, 96-2 CPD  para.  151 at 8.  
 
The protest is denied.

Comptroller General
of the United States

1. The adjectival ratings used by the agency in evaluating proposals 
were excellent, good, acceptable, marginal, and unacceptable.

2. The agency authorized performance of Sea-Land's contract, 
notwithstanding the protests.  Sea-Land continues to perform under the 
contract.  

3. The agency also issued six additional amendments to the RFP 
(amendments Nos. 0007-00012), which, among other things, modified the 
solicitation by adding new requirements to move cargo between 
countries of the FSU, within countries of the FSU, and between 
continental Europe and the FSU.  The amendments also added cargo 
receiving and warehousing services in continental Europe, reduced the 
firm period of the contract to four months, and reduced the projected 
cargo volumes.  

4. The membership of the SSEB was changed from four to three 
evaluators, with one new member being added and two individuals who 
had served on the predecessor SSEB being removed as they were no 
longer available for this project.

5. A new SSA was appointed after our decision in Matrix Int'l 
Logistics, Inc., supra.

6. Although Matrix's proposal describes the process by which it 
manages OEM-supplied dimensions for oversized breakbulk cargo to 
minimize delays and costs, including, among other things, the 
confirmation of OEM-supplied dimensions through communications with 
OEMs, and requiring drivers and stevedores to measure cargo, the 
proposal does not appear to set forth a procedure to resolve 
discrepancies or disputes should the "confirming" information differ.

7. Sea-Land Logistics and Sea-Land Services are subsidiaries of CSX 
Corporation.

8. Matrix's proposal was evaluated as "excellent" under this 
subfactor.

9. Matrix also protests here, as it has with regard to each aspect of 
the agency's evaluation that it has challenged, that the evaluation 
evidences an agency bias towards Sea-Land.  We have reviewed the 
record and find no credible evidence of bias or bad faith on the part 
of the agency.  Prejudicial motives will not be attributed to 
contracting officials on the basis of unsupported allegations, 
inference, or supposition.  McDonnell Douglas Corp., supra, at 28.  In 
our view, as the above discussion demonstrates, the agency's 
evaluation of Matrix's and Sea-Land's competing proposals was 
reasonable and in accordance with the evaluation factors set forth in 
the RFP.   

10. Matrix has made a number of other related contentions during the 
course of this
protest having to do with the agency's evaluation of its and 
Sea-Land's technical proposals.  Although not all these contentions 
are specifically addressed in this decision, each was carefully 
considered by our Office and found to be either insignificant in view 
of our other findings, or invalid based upon the record as a whole.