BNUMBER:  B-278647.2 
DATE:  June 9, 1998
TITLE: Oceanometrics, Inc., B-278647.2, June 9, 1998
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Matter of:Oceanometrics, Inc.

File:     B-278647.2

Date:June 9, 1998

Larry E. Sawyer for the protester.
Hiram B. Holt for Maritime Surveillance Associates, an intervenor.
Geoffrey D. Chun, Esq., Department of the Navy, for the agency.
Robert Arsenoff, Esq., and Paul I. Lieberman, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Protest challenging key personnel requirements is denied where 
record establishes that the requirements were reasonably related to 
the agency's needs.

2.  Protest challenging methodology for establishing the realism of 
offerors' travel costs is denied where methodology is appropriately 
designed to ascertain actual reimbursable travel costs associated with 
each proposal.

3.  Protest alleging that agency improperly evaluated airborne 
magnetic experience is denied where record establishes that the 
evaluation was performed in accordance with solicitation provisions.

4.  Protest that agency improperly discounted the corporate experience 
of proposed subcontractor is denied where proposal indicates that 
subcontractor will perform a relatively small and unimportant portion 
of the contract.

5.  Protest challenging the extension of incumbent's services contract 
as an attempt by agency to favor the incumbent in current competitive 
procurement is denied where record establishes that extension was 
effectuated to ensure contract coverage during pendency of protest.

6.  Protest alleging that agency official and offeror's representative 
may have exchanged procurement-sensitive information at public social 
gatherings is denied where allegation is based on speculation for 
which there is no factual support, and alleged improper activity is 
explicitly denied by agency officials.

DECISION

Oceanometrics, Inc. protests the amendment of the evaluation criteria 
and the evaluation of its proposal under request for proposals (RFP) 
No. N68836-97-R-0065, issued by the Department of the Navy as a small 
business set-aside for technical services in support of a broad based 
anti-submarine warfare development program denominated as Chief of 
Naval Operations (CNO) Project Beartrap.

We deny the protest.

OVERVIEW

The RFP was issued on October 8, 1997, and Oceanometrics protested 
various solicitation provisions to our Office on November 13.  Initial 
proposals were received on January 7, 1998.  Because the agency issued 
a series of amendments taking corrective action with respect to the 
objections raised by Oceanometrics, our Office dismissed the protest 
as academic on February 13.  The agency conducted discussions with the 
protester between February 19 and February 24, during which 
Oceanometrics raised several questions and issues arising from the 
weaknesses in its proposal that had been identified by the agency.  On 
February 24, the contracting officer issued amendment No. 0008 in an 
attempt to clarify solicitation provisions which had generated the 
discussion questions and disagreements raised by Oceanometrics.  This 
protest, largely based on the discussions and the subsequent 
amendment, was filed with our Office on March 1.  Revised proposals 
were received on March 30.  Oceanometrics was subsequently informed 
that its proposal had been rejected as technically unacceptable on 
April 29.

PROTEST AND ANALYSIS

In its protest, Oceanometrics alleged:  (1) that amendment No. 0008 
established overly restrictive requirements for key personnel (which 
Oceanometrics cannot meet); (2) that amendment No. 0008 created an 
unfair and unjustified cost realism evaluation factor; (3) that the 
agency improperly weighted airborne magnetic experience in its 
evaluation of key personnel; (4) that the agency improperly segregated 
the evaluation of Oceanometrics's corporate past performance from that 
of its proposed subcontractor; (5) that the contracting officer 
improperly extended a contract of the incumbent--Maritime Surveillance 
Associates (MSA)--in order to enhance that firm's competitive position 
under the protested procurement; 
and (6) that a CNO Project Beartrap officer may have been biased in 
favor of MSA and may have provided procurement-sensitive information 
to a general partner of MSA during social meetings at a Navy-sponsored 
restaurant and bar. 

Key Personnel

As originally written, the clause in section C at pages 4-5 of the RFP 
entitled "Key Personnel Requirements" began by identifying a position 
entitled "Principal Investigator" and listed minimum education and 
experience requirements as follows:

     a baccalaureate degree in an analytical/technical field (or 
     equivalent Navy and/or vocational electronics schools), six years 
     technical and/or management experience with CNO Project Beartrap 
     within the past ten years, and five years applied ASW/USW 
     [anti-submarine warfare/undersea warfare] magnetics experience 
     specifically geared toward data gathering gained within the past 
     eight years.  A combination of experience and education may be 
     substituted for the listed requirements as long as the total 
     years of education and relevant experience are not less than 
     twelve years.

Amendment No. 0008 expanded the application of the specified education 
and experience requirements to all key personnel, not just to the 
Principal Investigator position.  Further, the amendment expanded the 
definitions of technical and/or management experience with CNO Project 
Beartrap and ASW/USW magnetic experience and limited the use of 
experience that could be substituted for the degree requirement.  
Substituted experience towards the degree requirement was required to 
be in addition to the minimum experience requirements for Beartrap and 
magnetic backgrounds.

Oceanometrics, which asserts that its proposed personnel meet the 
original requirements--based on some substitution of experience--but 
whose personnel do not meet the revised requirements, complains that 
amendment No. 0008 is unnecessary and unduly restrictive of 
competition.  

The Navy has provided an illustrative list of 12 contractor functions 
requiring the expertise of multiple parties which need to be performed 
to support research and development efforts for CNO Project Beartrap.  
The Navy also explains that the focus of the project has evolved 
through the years to rely on increasingly sophisticated airborne 
magnetic technology because acoustic submarine signatures continue to 
become quieter and the Navy shifted its strategic focus to regions of 
the oceans near the shoreline.  As a result, the Navy states that it 
requires key personnel with current knowledge and experience with this 
technology, baccalaureate degrees, extensive experience with the 
Beartrap project itself, and at least 5 years applied ASW/USW 
experience geared toward data gathering.  These requirements are 
reflected in amendment No. 0008.  In its comments on the report, 
Oceanometrics merely maintains its disagreement with the amended 
requirements without presenting any basis to call into question the 
reasonableness of the agency's rationale for the requirements.

Agencies enjoy broad discretion in the selection of evaluation factors 
and we will not object to a particular set of requirements as long as 
it reasonably relates to the agency's needs in choosing a contractor 
that will best serve the government's interests.  Premiere Vending, 
B-256437, June 23, 1994, 94-1 CPD  para.  380 at 7.  In order to establish 
the unreasonableness of a evaluation requirement, it is not enough 
that the protester disagrees with the agency's judgment; instead the 
requirement must be shown to lack a reasonable basis.  Continental 
Airlines, Inc., B-258271.4, July 31, 1995, 97-1 CPD  para.  81 at 8.  Since 
all Oceanometrics has articulated is generalized disagreement with the 
revised requirements for which the Navy has presented a detailed and 
reasoned supporting rationale, we have no basis to question those 
requirements and this aspect of the protest is denied.  While 
Oceanometrics apparently presumes that the revised requirements are 
unduly restrictive of competition simply because the protester cannot 
effectively compete, a requirement is not per se improper merely 
because a potential offeror cannot meet it.  AT&T, B-253069, June 21, 
1993, 93-1 CPD  para.  479 at 3. 

Cost Realism Evaluation Factor

Amendment No. 0008 also added a cost realism evaluation factor which 
provided that each offeror's actual estimated travel costs (which the 
government is required  to reimburse) would be calculated by using 
government per diem and contract airfare rates from the contractor's 
likely point of departure to and from a number of specified locations.  
The amendment estimated a number of trips and the duration of each for 
each destination.  Oceanometrics believes that, because of its 
probable point of departure, it will be at a competitive disadvantage 
under this provision and asserts that travel costs must be evaluated 
as being equal for all offerors as they had been under the 
solicitation prior to the amendment.

The protester fails to recognize that the purpose of a cost evaluation 
is to assess what costs actually will be incurred by the acceptance of 
a particular proposal.  See Environmental Affairs Management, Inc., 
B-277270, Sept. 23, 1997, 97-2 CPD  para.  93 at 6.  Here, prior to the 
issuance of the amendment, the RFP treated travel costs of all 
offerors as being the same.  As a result of the evaluation of 
Oceanometrics's technical proposal and discussions with the protester, 
the contracting officer became aware that actual travel costs could 
vary widely from offeror to offeror, as a result of which the Navy 
issued the amended evaluation factor to accurately ascertain what each 
offeror's reimbursable travel costs would likely be.  This approach is 
entirely consistent with the purpose of the cost evaluation and was 
reasonably designed to prevent the very result sought by 
Oceanometrics--that its proposal be evaluated as having lesser travel 
costs than it actually does in order to "equalize" the competition 
irrespective of offerors' differing probable costs.

Airborne Magnetic Experience

Because Oceanometrics received numerous discussion questions relating 
to the ASW/USW airborne magnetic experience of its proposed key 
personnel, the protester believes that the agency must have used a 
"hidden" evaluation factor placing undue emphasis on this experience 
requirement notwithstanding that the RFP indicated that magnetic 
experience was to be weighted equally with other types of required 
experience.  We see no support for this position in the record.  A 
comparison of the key personnel resumes submitted by the protester 
with the evaluation results reported by the Navy confirms the 
reasonableness of the agency's conclusion that six of the seven 
proposed key personnel lack the required experience as set forth in 
amendment No. 0008 (quoted above).  Oceanometrics does not dispute 
this conclusion under the amended requirement and, therefore, we have 
no basis to disturb the evaluation.  As the agency points out, without 
rebuttal from the protester, the number of discussion questions was 
the result of the large number of proposed key personnel whose 
credentials were found lacking and there is no necessary relationship 
between the number of questions in a given area and the weight 
accorded that area in the evaluation.

Corporate Past Performance

Oceanometrics listed 12 contracts to be considered in evaluating its 
corporate past performance, 8 of which were performed by its proposed 
subcontractor.  The four performed by the protester itself amounted to 
an effort of less than 600 hours. The protester objected to the Navy's 
criticism of its proposal as lacking enough corporate experience by 
Oceanometrics itself and argues that the agency used another "hidden" 
evaluation factor by, in effect, segregating and weighing prime versus 
subcontractor experience.  It is the protester's position that no such 
segregation was to have occurred because the RFP did not provide for 
this type of analysis.

Oceanometrics proposed that its subcontractor would perform, at most, 
25 percent of the labor under the contract.  In such circumstances, an 
agency reasonably may decide that an offeror under a services contract 
may not place undue reliance on its subcontractor's experience.  
Innovative Tech. Sys., Inc., B-260074, May 24, 1995, 95-1 CPD  para.  258 at 
7.  Accordingly, during discussions, the agency reasonably questioned 
the relevance of the protester's subcontractor's experience.  Further, 
although an agency may properly consider the past performance of a 
proposed subcontractor, the key consideration is whether the 
experience is reasonably predictive of the offeror's performance under 
the contract.  Oklahoma County Newspapers, Inc., B-270849, B-270849.2, 
May 6, 1996, 96-1 CPD  para.  213 at 4. 

Here, the agency considered the subcontractor's past performance of 
limited relevance because none of the four subcontractor employees is 
proposed to be involved in a major or critical aspect of the contract.  
In response, Oceanometrics argues that, given the critical nature of 
CNO Project Beartrap, all aspects of the contract should be considered 
"critical."  Without any support, this argument is unpersuasive and, 
in the absence of any other cogent rationale by the protester, we have 
no basis to disturb the evaluation in this regard.  

Improper Contract Extension

MSA is performing a contract with the Navy which partially overlaps 
with the contract to be awarded under the RFP.  On March 3, 2 days 
after the protest was filed, the Navy extended the contract until May 
4.  Oceanometrics claims that this action was taken to favor MSA in 
the present competition by enabling the firm to retain necessary key 
personnel.

Government officials are presumed to act in good faith and, where a 
protester contends that contracting officials are motivated by bias or 
bad faith, it must provide convincing proof since this Office will not 
attribute unfair or prejudicial motives to procurement officials on 
the basis of inference or supposition.  ACS Sys. & Eng'g, Inc., 
B-275439.3, Mar. 31, 1997, 97-1 CPD  para.  126 at 5.  Oceanometrics's 
argument is based solely on the unwarranted inference that the 
contract extension must have been improper because it coincided with 
the filing of its protest and, thus, provides no basis for us to 
question the action taken by the agency.  The reasonable explanation 
for the extension occurring when it did is, as the Navy states, that 
the agency needed to ensure contract coverage during the pendency of 
this protest.

Improper Contacts With MSA

Oceanometrics alleges, based on undocumented accounts of unnamed 
witnesses, that, during the course of the procurement, a CNO Project 
Beartrap officer was seen on a number of occasions socializing at a 
restaurant/bar with one of MSA's general partners.  From this, the 
protester concludes that the two had a close personal relationship and 
suggests that the officer may have been biased or may have 
disseminated procurement-sensitive information to the MSA 
representative.

Both the officer and the MSA representative acknowledge by affidavit 
that meetings at the establishment described by the protester occurred 
during the time frame described in the protest.  The meetings are 
described as being with groups of people consisting of various 
government representatives as well as representatives from different 
companies, including Oceanometrics.  Both the project officer and the 
general partner vehemently deny that the current procurement was 
discussed and both describe the meetings as professional discussions 
in a relaxed environment between an incumbent contractor and a project 
officer for whom the contractor worked. 

Socializing between an individual participating in a competitive 
procurement and a government contracting official does not, in and of 
itself, warrant a conclusion that bias or preferential treatment 
resulted.  See Laser Power Techs., Inc., B-233369,
B-233369.2, Mar. 13, 1989, 89-1 CPD  para.  267 at 8-9.  Where participants 
in such socializing testify that procurement information was not 
disclosed on such occasions and the record contains no evidence to the 
contrary, we will not sustain a protest allegation involving possible 
conflict of interest or other impropriety.  Id.

The establishment in which the representative and the officer met is 
sponsored by the Navy and is open to the public.  Thus, it is a 
logical setting for a project officer and a contractor representative 
to meet.  Both affidavits are clear with respect to the purpose of the 
meetings and each contains a denial of bias, or even of any personal 
friendship or that there was any discussion of or dissemination of 
procurement-sensitive materials.  Oceanometrics has presented no 
evidence to the contrary and none exists in the record.  Accordingly, 
we have no basis to sustain the protest on this issue.

The protest is denied.

Comptroller General
of the United States