BNUMBER:  B-277849.2; B-277849.3 
DATE:  January 8, 1998
TITLE: Sytel, Inc., B-277849.2; B-277849.3,
**********************************************************************

DOCUMENT FOR PUBLIC RELEASE
The decision issued on the date below was subject to a GAO Protective 
Order.  This redacted version has been approved for public release.
Matter of:Sytel, Inc.

File:     B-277849.2; B-277849.3

Date:January 8, 1998

Keith L. Baker, Esq., Jeffrey E. Weinstein, Esq., and Timi E. 
Nickerson, Esq., Eckert Seamans Cherin & Mellott, LLC; and Eric J. 
Marcotte, Esq., Winston & Strawn, for the protester.
Lindsay Ball for Dynacs Engineering Co., Inc., the intervenor.
Bernard J. Roan, Esq., and Rami S. Hanash, Esq., National Aeronautics 
& Space Administration, for the agency.
Christine Davis, Esq., and James A. Spangenberg, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Agency reasonably credited one proposal based on favorable 
impressions of key personnel during discussions and downgraded another 
proposal for the apparent lack of teamwork of key personnel during 
discussions where solicitation indicated agency could consider such 
information.

2.  Agency reasonably determined that the awardee's award fee approach 
provided sufficient performance incentives, notwithstanding that the 
awardee proposed no additional fee in the event the agency exercised 
an option to acquire additional labor hours during the contract 
performance period.

3.  Agency reasonably evaluated the protester's and awardee's Total 
Compensation Plans as comparable where the overall cost difference 
between the two plans, considering all wages and fringe benefits, was 
negligible.

4.  Agency properly conducted discussions expressing concern regarding 
the protester's labor rates where they were less than those paid by 
the incumbent and the protester's proposal did not adequately justify 
such lower rates. 

5.  Protester's post-protest statement that, but for the agency's 
alleged improper and misleading discussions, it would have reduced the 
labor rates in its best and final offer in an amount sufficient to 
negate the awardee's cost advantage does not establish a reasonable 
possibility of prejudice, where there is no credible evidence 
supporting this statement.

6.  Agency's inadvertent release of the protester's discussion letter 
to the awardee provides no basis to disturb the award where the record 
evidences that it was not read by the awardee and that the awardee 
received no competitive advantage.

DECISION

Sytel, Inc. protests the award of a contract to Dynacs Engineering 
Co., Inc. under request for proposals (RFP) No. 10-97-0001, issued by 
the National Aeronautics and Space Administration (NASA), for 
engineering development services at Kennedy Space Center, Florida.

We deny the protest.

The RFP contemplated the award of a cost-plus-award-fee, 
level-of-effort contract for a base year with 4 option years.  The RFP 
required an estimated 387,115 "basic labor hours" per year, which 
could be increased by up to an additional 1,935,575 "option hours" 
over the 5-year contract period.

The RFP provided for a best value award based upon the following 
factors and subfactors:

     1.  Mission Suitability  (1,000 points)
          a.  Key Personnel (300 points)
          b.  Management Approach and Resource Application (300 
points)
          c.  Technical Approach (225 points)
          d.  Skill Mix/Staffing Plan (175 points)
     2.  Cost
     3.  Relevant Experience and Past Performance

Mission Suitability and Cost were equally important; Relevant 
Experience and Past Performance was somewhat less important than 
either Mission Suitability or Cost; and Cost was significantly less 
important than Mission Suitability and Relevant Experience and Past 
Performance, combined.

The RFP provided for an evaluation of several features of the 
offerors' proposals under the Management Approach and Resource 
Application subfactor, including, as relevant here, the offeror's 
understanding of the award fee process and its application as an 
effective management tool, and the offeror's ability to recruit and 
retain a highly competent work force based upon its proposed Total 
Compensation Plan of salaries and fringe benefits.

For the award fee evaluation, offerors were to describe their award 
fee management approach and rationale, discussing how the proposed fee 
structure, plus other motivational methods, would be applied as 
incentives in motivating the offeror's work force.  The amount of the 
proposed award fee was stated as a consideration in the evaluation of 
offerors' cost proposals.

In their Total Compensation Plans, offerors were to include the 
salaries/wages, fringe benefits, and leave programs proposed for the 
six RFP labor categories, which were Management/Administrative, 
Clerical, Scientist/Engineer, Engineering Technician, Technician, and 
Documentation Personnel.  The RFP stated that proposals "envisioning 
compensation levels lower than those of predecessor contractors for 
the same work will be evaluated on the basis of maintaining program 
continuity, uninterrupted high quality work, and availability of 
required competent professional service employees."  The RFP cautioned 
that "lowered compensation for essentially the same professional work 
may indicate lack of sound management judgment and lack of 
understanding of the requirement."

The agency received 13 proposals and established a competitive range 
of 3 proposals, Dynacs's, Sytel's, and Offeror C's.  Offeror C 
submitted the low cost proposal ($155.8 million), followed by Sytel 
($161.4 million), and Dynacs ($167.1 million).  Offeror C's and 
Dynacs's proposals tied for the highest Mission Suitability score of 
879 points, while Sytel's proposal's Mission Suitability score was 844 
points.

Sytel's lower Mission Suitability score primarily resulted from the 
evaluation of its Total Compensation Plan under the Management 
Approach and Resource Application subfactor.  In evaluating offerors' 
Total Compensation Plans, NASA considered whether the proposed wages 
and fringe benefits were generally comparable with the wages and 
fringe benefits offered by the incumbent contractor.  Sytel's 
proposal, which was based upon an [deleted] percent incumbent employee 
hire rate for the basic work force, included rates that were, in some 
instances, significantly less than the average incumbent rates; the 
proposal did not acknowledge or explain the lower rates, other than to 
cite the market surveys Sytel consulted.  Sytel's lower wages, 
combined with other perceived informational and substantive weaknesses 
in its Total Compensation Plan, caused NASA to question the 
protester's ability to recruit and retain a competent work force, and 
to assess one major and two minor weaknesses against its proposal 
under the subfactor.  Sytel's score under the subfactor, considering 
the weaknesses in its Total Compensation Plan, as well as two, 
unrelated major strengths and a minor strength for its proposed award 
fee approach, was 222 points, compared to Offeror C's score of 261 
points and Dynacs's score of 267 points.

NASA conducted written discussions with the three offerors on June 18, 
1997.  At 5:45 p.m. on June 18, NASA inadvertently transmitted Sytel's 
discussion letter to Dynacs via facsimile.  At 6:26 p.m., after 
discovering the error, the contracting officer spoke to a Dynacs 
administrative assistant and told her to destroy the Sytel letter.  
This employee subsequently affirmed in an affidavit to NASA that 
neither she nor any other Dynacs employee had photocopied or read the 
letter before she destroyed the document at 6:30 p.m.  On July 17, 
based upon the information contained in the affidavit and NASA's 
assurance that it would scrutinize Dynacs's best and final offer 
(BAFO) for any Sytel proposal information, Sytel consented to the 
continuation of the procurement.

Sytel's discussion letter informed it of the deficiencies found in its 
Total Compensation Plan.  Question No. DR-2 identified various 
perceived informational deficiencies in Sytel's discussion of its 
fringe benefits plan, especially its health benefits discussion, and 
also advised Sytel that the incumbent offered superior benefits in 
certain respects.  In Question No. DR-3, NASA identified four separate 
deficiencies in Sytel's proposed wages and fringe benefits, which 
caused NASA to question Sytel's ability to recruit and retain a 
qualified work force.  The cited deficiencies were:  (1) [deleted]; 
(2) [deleted]; (3) Sytel's average labor rate for the option hours was 
$[deleted], which was "significantly less" than the incumbent average 
rate of $22.87; and (4) Sytel offered lower rates than the incumbent's 
rates for the basic hours as follows:

     Your proposed year 1 average S/T [straight /time] labor rate of 
     $[deleted] for the basic workforce is $[deleted] below the 
     current incumbent average S/T labor rate [of $23.32].  In the 
     Scientist/Engineer category your year 1 average S/T labor rate of 
     $[deleted] is $[deleted] lower [than the incumbent rate of 
     $26.96].[1]

In responding to the last stated concern, Sytel advised NASA on July 
21 that its BAFO would include a $[deleted] average S/T labor rate, a 
$[deleted] Scientist/Engineer labor rate, and a $[deleted] average 
technical labor rate[2] to "more accurately reflect the base wages of 
the incumbent workforce."  The revised rates were lower than the 
average incumbent rates identified in its discussion letter, which 
Sytel attributed without elaboration to its "optimized skill mix."  
The contracting officer advised Sytel in a July 23 letter that the new 
labor rate information had improved, but not resolved, the deficiency, 
particularly since Sytel had apparently achieved the increase in the 
Scientist/Engineer rate and overall average rate by reducing the rates 
in the other five labor categories, without identifying those rates.  
The protester responded that it would "[c]ontinue to work to reconcile 
the differences between proposed rates and data provided by NASA" and 
that the "[r]esult of that effort will be shown in the BAFO."

Sytel received oral discussions on July 30, and the contracting 
officer repeated that Sytel had not resolved the deficiency with 
respect to its rates for the basic hours.  According to an affidavit 
submitted by the protester's proposed project manager, Sytel advised 
NASA that it was preparing an average overall labor rate of $[deleted] 
for the basic and option hour work force, which was lower than the 
average incumbent rate because it reflected Sytel's intention to hire 
non-incumbent labor at reduced wages, to which NASA responded that 
Sytel "must correct its average labor rate, justify it, or be 
determined to have a deficient proposal."[3]

After oral discussions, Sytel's pricing director (who did not attend 
the discussions) had a telephone conversation with the chairman of the 
source evaluation board's (SEB) Business Committee to discuss Sytel's 
rates for the basic hours.  After that conversation, Sytel proposed an 
average rate of $[deleted] for the basic hours, based upon revised 
rates for the six labor categories.  NASA advised Sytel that the 
revised rates appeared reasonable, and Sytel included them in its 
BAFO.

The agency received BAFOs on August 11, which were rated as follows:

                    Offeror C      Dynacs         Sytel
     
Key Personnel         291             297          291
Management Approach and       
  Resource Application  285           285          288
Technical Approach    218             221          223 
Skill Mix/Staffing Plan  112          112          105

Total Mission Suitability  906        915          907

Cost[4]             $160.6 million $163.7 million $170.5 million

Relevant Experience Highly         Highly         Highly
   and Past PerformanceSatisfactorySatisfactory   Satisfactory

Sytel's Management Approach and Resource Application score rose from 
222 to 288 points during the BAFO evaluation, based upon NASA's 
finding that Sytel had resolved the evaluated deficiencies in its 
Total Compensation Plan.  Sytel's Total Compensation Plan was viewed 
as technically acceptable and essentially equal to Dynacs's (and 
Offeror C's) plans.

Sytel lost the cost advantage it enjoyed following the initial 
evaluation, with its BAFO costs increasing by $9.1 million from its 
initial offer.  The increase primarily resulted from Sytel's decision 
to [deleted].  Sytel's BAFO costs for the basic hours did not change 
appreciably from its initial proposal because, while Sytel increased 
its labor rates after discussions, it concomitantly reduced its 
proposed level-of-effort, overtime costs and labor burdens.

Sytel's BAFO cost proposal was $6.8 million more than Dynacs's.  The 
differences between the proposed costs are primarily derived from 
Sytel's higher direct costs ($[deleted] more than Dynacs's), general 
and administrative costs ($[deleted] more than Dynacs's), fringe 
benefits costs ($[deleted] more than Dynacs's) and maximum award fee 
($[deleted] million more than Dynacs's for the basic and option hours, 
combined).  Sytel's award fee was higher than that proposed by the 
other offerors largely because the protester did not discount its fee 
for the option hours, proposing a 6 percent fee for both the basic and 
option hours.  In contrast, Offeror C proposed a 6 percent fee for the 
basic hours and a 1 percent fee for the option hours, while Dynacs 
proposed a 4 percent fee for the basic hours and no additional fee for 
the option hours.[5]

On September 22, the Source Selection Authority (SSA) selected Dynacs 
for award.  The SSA reasoned that Sytel's and Offeror C's proposals 
were "virtually tied" in their overall Mission Suitability score and 
that Sytel had a significant cost disadvantage not offset by any 
technical advantage.  The SSA then performed a cost/technical tradeoff 
between Offeror C's low-cost proposal and Dynacs's highest-rated 
technical proposal.  The SSA considered the fact that Dynacs proposed 
the highest-rated Key Personnel team, with each of the five proposed 
individuals garnering the highest ("Outstanding") rating.  The SSA 
also considered the fact that Dynacs possessed a "significant 
advantage" in the Relevant Experience and Past Performance factor, 
notwithstanding that it earned the same "Highly Satisfactory" rating 
as Offeror C and Sytel, because only Dynacs's experience was closely 
aligned with the type of work required by the instant contract.  The 
SSA concluded that "Dynacs' advantages in Key Personnel and Relevant 
Experience outbalance any evaluated [Offeror C] cost benefit, and 
therefore, the Dynacs proposal is most advantageous to the 
Government."  This protest followed.

The Mission Suitability Evaluation

Sytel takes issue with several aspects of the technical evaluation of 
its own and Dynacs's proposals under the Mission Suitability factor.  
The evaluation of proposals is a matter within the discretion of the 
contracting agency.  Our Office will question the agency's evaluation 
only where it lacks a reasonable basis or conflicts with the stated 
evaluation criteria for award.  SC&A, Inc., B-270160.2, April 10, 
1996, 96-1 CPD  para.  197 at 7.  Here, as described below, we find no basis 
for concluding that the evaluation was unreasonable.

First, Sytel claims that NASA misevaluated proposals under the Key 
Personnel factor.  During oral discussions, both offerors introduced 
their key personnel, and NASA was more favorably impressed with the 
performance and cohesiveness of the awardee's team than the 
protester's team.  Section M of the RFP authorized NASA to consider 
information from "the Offerors themselves during discussions" in 
proposal evaluation.  Thus, the SEB's Final Scoring Worksheets reflect 
that Sytel's Key Personnel score decreased "due to the apparent lack 
of teamwork" during oral discussions, while the awardee's score 
increased because its proposed Information Technology Manager proved 
himself a major strength to the key personnel team during discussions.  
In terms of points, NASA increased Dynacs's BAFO score by 6 points 
(from 291 to 297 points) and decreased Sytel's score by 3 points (from 
294 to 291 points).  The SEB presented viewgraphs to the SSA 
documenting these findings, which were reflected in the source 
selection statement.  While the protester maintains that its proposed 
key personnel team is superior to the awardee's, the protester has not 
provided any support for its opinion.  An offeror's mere disagreement 
with the agency does not render the evaluation unreasonable.  AAC 
Assocs., Inc., B-274928, Jan. 13, 1997, 97-1 CPD  para.  55 at 3.

Sytel also protests that NASA should have considered Dynacs's proposed 
award fee a major or minor weakness in its Mission Suitability 
proposal.  Sytel claims that Dynacs's proposal of a 4 percent fee for 
the basic hours and no additional fee for the option hours does not 
provide sufficient incentives for excellent performance.

Federal Acquisition Regulation (FAR)  sec.  16.305 requires that the amount 
of any award fee proposed must be sufficient to provide motivation for 
excellence in contract performance "based upon a judgmental evaluation 
by the Government."[6]  Here, NASA determined that Dynacs's proposed 
fee approach provided sufficient performance incentives and was 
acceptable.  NASA reasoned that, because cost risk was absent in the 
context of this cost reimbursement, level-of-effort contract, a 
contractor could reasonably accept a lower profit margin, like 
Dynacs's, without fear of suffering a loss.  

Contrary to the protester's contention, NASA also considered Dynacs's 
failure to propose an additional fee for the option hours.  NASA noted 
that, among the three offerors, only Sytel failed to offer a 
discounted fee during the option hours.  While NASA recognized that 
the use of a discounted fee exposed the offeror to some risk of 
performing the option hours with a reduction in its overall award fee 
percentage, the agency also considered the fact that it has 
historically exercised only a fraction of the option hours.  For 
example, NASA advises that it exercised only 316,027 of the maximum 
1.9 million option hours during the previous 5-year contract for these 
services.  Consequently, NASA decided that the awardee's proposed fee 
did not entail undue risk or undermine sufficient performance 
incentives.

Sytel argues that NASA's rationale ignores the fact that Dynacs's fee 
did not approximate the incumbent's fee or the government estimate, as 
did Sytel's proposed fee, and that Dynacs's employees will receive, on 
average, $[deleted] less per year than Sytel's employees under the 
competing fee arrangements.  Contrary to the protester's argument, 
NASA was aware that Sytel's proposed fee approach created stronger 
performance incentives than Dynacs's, and it rewarded this feature of 
Sytel's proposal by assigning it a minor strength in the technical 
evaluation, which Dynacs's proposal did not receive.  While Sytel 
asserts that Dynacs's proposed fee approach deserved to be further 
downgraded, this constitutes mere disagreement with NASA's judgment.  
Accordingly, we find no error with respect to the evaluation of 
Dynacs's proposed award fee.[7]

Sytel also protests the evaluation of its and Dynacs's Total 
Compensation Plans. The protester argues that Dynacs proposed lower 
fringe benefits than Sytel or the incumbent in certain respects, a 
fact that NASA allegedly overlooked in finding Dynacs's compensation 
plan acceptable and essentially equal to Sytel's plan.  The protester 
asserts that, had NASA properly evaluated each offeror's Total 
Compensation Plan, Sytel, not Dynacs, would have earned the better 
Mission Suitability score.

The record reflects that the overall wages and fringe benefits 
proposed in the protester's and awardee's BAFOs were within a very 
narrow cost range, with Dynacs proposing slightly higher compensation 
levels than Sytel during the option hours and slightly lower 
compensation levels [deleted] during the basic hours.[8]  The 
compensation difference between the proposals for the basic hours 
basically resulted from the fact that Dynacs's health benefits plan 
required employees to share insurance premium costs, while Sytel's did 
not.[9]  In its proposal, the awardee explained that the employee 
cost-sharing feature was designed to discourage employees with an 
alternate source of health insurance from enrolling simply because 
enrollment was free.  The agency decided that Dynacs's cost-sharing 
approach (which was adopted by 10 other offerors in this procurement, 
including Offeror C) was reasonable and would not detract from the 
awardee's ability to attract and retain a competent work force.  In 
view of the overall narrow cost difference between the two 
compensation plans, NASA concluded that they were essentially 
comparable and acceptable overall.

In its report comments, Sytel did not rebut the agency's explanation 
that the overall cost difference between the two compensation plans 
was inconsequential or that Dynacs proposed an adequate health 
insurance plan.  Instead, Sytel seized upon certain details of 
Dynacs's fringe benefits plan that did not equal the incumbent's or 
Sytel's proposed benefits.  For example, the protester noted that 
Dynacs, unlike Sytel and the incumbent, did not offer life insurance 
coverage for dependents or free coverage for long term disability 
insurance, but instead required its employees to pay a biweekly 
premium of, on average, $[deleted].  

The protester's arguments are without merit.  The RFP did not require 
offerors to propose a compensation plan identical to the incumbent's, 
but merely cautioned that "lowered compensation . . . may indicate 
lack of sound management judgment and lack of understanding of the 
requirement."[10]  Moreover, we have reviewed the respective benefits 
packages and find no basis to object to NASA's conclusions that the 
awardee's and protester's overall compensation plans were comparable, 
and that the isolated differences identified by the protester were not 
meaningful discriminators.

In sum, we find NASA's evaluation of the Mission Suitability factor 
reasonable.

Alleged Improper and Misleading Discussions

The protester alleges that NASA improperly induced Sytel during 
discussions to raise its rates to a level at least equal to the 
average incumbent rate of $23.32 for the basic hours, instead of 
accepting the lower rates contained in Sytel's initial proposal.  
Sytel argues that it justified the lower rates in its initial proposal 
and during discussions, and that NASA did not consider the fact that 
Sytel proposed [deleted] percent non-incumbent personnel, who were to 
receive lower wages than their incumbent counterparts, or that Sytel 
had offset its lower wages with better fringe benefits than the 
incumbent's.  Sytel thus argues that discussions were improper and 
misleading.

We disagree.  At the outset, we find that NASA reasonably determined 
that Sytel did not adequately justify the use of lower labor rates in 
its proposal.  In so doing, NASA was properly cognizant both of 
Sytel's proposed use of [deleted] percent lower-paid, non-incumbent 
personnel and Sytel's fringe benefits package, which, as indicated, 
NASA rated only acceptable.[11]

Here, Sytel's initial proposal did not acknowledge or explain the use 
of lower labor rates, apart from identifying the market surveys 
consulted by Sytel in developing the rates.  When confronted by the 
disparity between its and the incumbent's rates during written 
discussions, Sytel raised its average rates, but did not meet the 
incumbent rates or justify its failure to do so, other than by a 
reference to its "optimized skill mix."  While Sytel explained during 
oral discussions that it intended to pay non-incumbent labor less than 
incumbent labor, the protester never presented a breakdown of its 
rates for the two groups so that NASA could judge whether compensation 
levels were reasonable.  Thus, NASA properly raised its concerns 
regarding Sytel's labor rates with that firm during discussions.

Sytel nevertheless contends that the SEB's Business Committee chairman 
told Sytel's pricing director in a telephone conversation after oral 
discussions that NASA would deem Sytel's proposal deficient unless it 
proposed an average rate of $23.32, which improperly precluded Sytel 
from justifying its initial proposal rates.  The chairman disputed 
this assertion in an affidavit, and we find that the credibility of 
the protester's assertion is diminished by the fact that it did not 
appear in the pricing director's original affidavit, but in a 
supplemental affidavit filed after Sytel's proposed project manager 
admitted that NASA invited the protester during oral discussions to 
justify its labor rates, which comports with NASA's advice during 
written discussions.

In any event, even assuming that NASA directed Sytel's pricing 
director to raise its rates to the incumbent's, which did not allow 
Sytel to justify its proposed rates, the protester has not made a 
credible showing of competitive prejudice.  Competitive prejudice is 
an essential element of every viable protest.  Lithos Restoration 
Ltd., 71 Comp. Gen. 367, 371 (1992), 92-1 CPD  para.  379 at 5.  Where the 
record does not demonstrate that, but for the agency's actions, the 
protester would have had a reasonable chance of receiving the award, 
our Office will not sustain a protest, even if a deficiency in the 
procurement is found.  McDonald-Bradley, B-270126, Feb. 8, 1996, 96-1 
CPD  para.  54 at 3; see Statistica, Inc. v. Christopher, 102 F.3d 1577, 
1581 (Fed. Cir. 1996).

As noted above, Sytel lost the cost advantage it enjoyed following the 
initial proposal evaluation because it [deleted], a matter unrelated 
to this protest.  To overcome the $6.8 million cost disadvantage 
created by the reconfiguration of its option hours work force, Sytel 
would have been required to lower its BAFO rates considerably from its 
initial proposal rates, and the record did not evidence that Sytel 
intended to do so.  

During the course of this protest, protester's counsel submitted 
comments in response to an observation made during a telephone 
conference that the prejudicial effect of the alleged misleading 
discussions appeared to be inconsequential.  In those comments, 
counsel for the first time asserted that, but for the alleged improper 
and misleading discussions, the protester would have lowered its BAFO 
rates to achieve an $[deleted] million cost reduction so as to vitiate 
Dynacs's cost advantage.  We decline to credit counsel's assertion 
that Sytel would have lowered its BAFO costs by such a large amount.

There is no documentation, contemporaneous or otherwise, supporting 
this very high figure.  While Sytel's pricing director stated in her 
affidavit that [deleted], her affidavit was silent regarding Sytel's 
intentions in this procurement, and she did not accompany her 
affidavit with contemporaneous worksheets documenting, for example, 
alternate rates that were under consideration during this procurement, 
particularly any rates that would have achieved anything close to an 
$[deleted] million reduction in Sytel's BAFO costs.   

Moreover, because of its likely impact on the technical evaluation, 
such a large reduction in its BAFO costs would not have created a 
reasonable possibility of Sytel's winning the competition.  The 
protester has not persuasively explained how it could have avoided a 
deficiency in its Mission Suitability rating if it had reduced its 
rates to achieve the claimed $[deleted] million decrease.  Such rates 
would have been lower than the initial proposal rates, which, as 
discussed above, NASA reasonably viewed as deficient because they were 
less than those paid by the incumbent, and which the protester did not 
persuasively justify.  Furthermore, in response to the earlier 
discussions, where Sytel was provided the option of justifying its 
rates, Sytel instead raised its average hourly labor rate (to 
$[deleted]).  The protester states that, during subsequent oral 
discussions it advised NASA that it intended to lower the average rate 
in its BAFO to $[deleted] (after which it allegedly received the 
direction by NASA to raise its rates to the $23.32 level of the 
incumbent).  Even if Sytel in its BAFO had maintained its initial 
proposal rate of $[deleted] or lowered it to $[deleted], the record 
indicates that this would only have reduced Sytel's BAFO costs by 
approximately $[deleted] million, which would not offset Dynacs's $6.8 
million cost advantage. 

We therefore conclude that, even if the protester's version of the 
conversation with the SEB's Business Committee Chairman is assumed, 
arguendo, to be true, no reasonable possibility of prejudice is 
evident, and we therefore deny this basis of protest.  

Improper Release of Sytel's Proposal Information

Sytel protests NASA's inadvertent release of its June 18 discussions 
letter to Dynacs.[12]  During the procurement and this protest, Dynacs 
denied reading Sytel's letter and also stated that it had no reason to 
"lift anything from a competitor's proposal which could be a worse 
proposal."  The protester, disputing this, argues that the awardee 
read its discussion letter and used Sytel's proposal information to 
its competitive advantage, which mandates the rejection of Dynacs's 
BAFO.

Sytel's and Dynacs's June 18 discussion letters advised both offerors 
that their proposed average labor rates for the basic hours were lower 
than the incumbent's.  The incumbent rates cited in the two letters 
were different because they were calculated based upon each proposal's 
unique labor mix for the six labor categories.  In the protester's 
letter, NASA identified $23.32 as the incumbent rate; in the awardee's 
letter, NASA identified $23.17 as the incumbent rate; the discussion 
letters did not disclose either offeror's labor mix information.  In 
its BAFO, the awardee raised its average rate to $[deleted].  
Assuming, arguendo, that the $23.32 incumbent rate was "Sytel's 
proposal information," we are unpersuaded that this evidences that 
[deleted], inasmuch as the two offerors' labor mix and rates for the 
underlying six labor categories were different and Dynacs's [deleted] 
inured to its clear competitive disadvantage by increasing its BAFO 
cost.  Since there is no evidence that Dynacs received any competitive 
advantage from its receipt of Sytel's discussion letter, we find no 
basis to disturb the award.

The protest is denied.

Comptroller General
of the United States

1. The Scientist/Engineer category accounted for half of the basic 
hours proposed by Sytel.

2. The technical labor rate excludes the average rates for the 
clerical and management/administrative labor categories.

3. According to NASA's meeting minutes, NASA advised Sytel that the 
$[deleted] rate for the option hours work force appeared reasonable.  
Because non-incumbent labor was expected for the option hours work 
force, NASA assumed that offerors might successfully recruit and 
retain a minimally competent option hours work force based upon rates 
approximately 10 percent lower than the incumbent's.

4. NASA did not consider it necessary to make probable cost 
adjustments to any of the three proposals.

5. Sytel, Dynacs and Offeror C all proposed to share their award fee 
with their employees to varying degrees.  In the technical evaluation, 
Sytel earned a minor strength and additional points for its award fee 
sharing approach, which dedicated a greater percentage of the maximum 
fee to employees than proposed by Dynacs or Offeror C.

6. We note that FAR  sec.  16.305 does not prohibit an offeror from 
proposing no award fee for part of its level of effort, as suggested 
by the protester, but merely requires the government to determine 
whether the amount of the proposed fee provides sufficient motivation 
for excellent performance.

7. Sytel also argues that NASA should have excluded its proposed fee 
for the option hours from its proposal's evaluated cost.  However, the 
RFP provided that the cost and fee of all options would be added to 
the cost and fee of the basic contract performance period for 
evaluation purposes.  In any event, Sytel would not have overcome 
Dynacs's $6.8 million cost advantage regardless of whether NASA 
excluded the $[deleted] million option hours portion of its award fee 
from its evaluated cost, even accounting for the potential prejudicial 
impact of the alleged improper discussions, as discussed below.

8. NASA compared compensation levels without regard to the average 
amount of employee award fee sharing distributions.  This aspect of 
the proposals was considered during the award fee evaluation, where 
Sytel's proposal was rewarded with a minor strength and a higher 
Management Approach and Resource Application score than Dynacs's.  
NASA's evaluation methodology was consistent with the RFP, which 
provided for separate evaluation of offerors' Total Compensation Plans 
and award fees.

9.[deleted].

10. The record also contradicts Sytel's assertion that NASA downgraded 
its initial proposal whenever an isolated fringe benefit failed to 
match the incumbent's.  Instead, the evaluation documentation shows 
that NASA downgraded Sytel's initial proposal because "[o]verall 
fringe benefits are less than those offered by the incumbent, and the 
details of coverage are vague."  (Emphasis supplied.)  Numerous, 
uncontested weaknesses in Sytel's initial proposal contributed to this 
finding, which was based upon a comprehensive review of Sytel's fringe 
benefits plan. 

11. We disagree with the protester's contention that NASA should have 
lowered the incumbent labor rate in evaluating and discussing Sytel's 
proposal to reflect Sytel's [deleted] percent non-incumbent labor base 
or its supposedly superior fringe benefits.  Nothing in the RFP 
required NASA to adjust the incumbent rate in the manner suggested by 
the protester.  Rather, the RFP stated that NASA would scrutinize 
proposals "envisioning compensation levels lower than those of 
predecessor contractors for the same work," as did Sytel's.  

12. NASA asserts that this protest contention is untimely because 
Sytel was advised of the inadvertent release at the time and did not 
protest the continuance of the procurement.  However, Sytel asserts 
that it learned during its debriefing that NASA had not implemented 
the remedial action promised during the procurement, namely, that it 
would review Dynacs's BAFO to ensure that the awardee had not made use 
of any Sytel proposal information.  Sytel protested NASA's alleged 
failure to implement its promised remedial action within 10 days of 
its debriefing, which renders the allegation timely.  See 4 C.F.R.  sec.  
21.2(a)(2)(1997); compare SRS Techs., B-277366, July 30, 1997, 97-2 
CPD  para.  42.