BNUMBER:  B-278715; B-278715.2 
DATE:  March 5, 1998
TITLE: The Centech Group, Inc., B-278715; B-278715.2, March 5, 1998
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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:The Centech Group, Inc.

File:     B-278715; B-278715.2

Date:March 5, 1998

Michael A. Hordell, Esq., and Laura L. Hoffman, Esq., Gadsby & Hannah, 
for the protester.
Robert M. Nutt, Esq., for Kathpal Technologies, Inc., an intervenor.
William L. Murphy, Esq., and John F. Schorn, Esq., Department of the 
Treasury, for the agency.
Andrew T. Pogany, Esq., and John M. Melody, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Contracting agency engaged in meaningful discussions where it 
advised offeror during written discussions that composite labor 
category prices for services contract were either too high or too low 
and it gave offeror more specific indications of its concern during 
oral discussions, even though the agency did not specify which 
categories were high and which were low; contracting agency is not 
required to conduct all-encompassing discussions, but is only required 
to lead offerors into those areas of their proposal needing 
amplification, given the context of the procurement.  

2.  Contracting agency properly determined that offeror's price 
proposal was unrealistically low based on comparison with prices 
received from other offerors, the independent government estimate, 
market survey prices, and the current contract price.

DECISION

The Centech Group, Inc., the incumbent contractor, protests the award 
of a contract to Kathpal Technologies, Inc. under request for 
proposals (RFP) No. A-97-04, a competitive section 8(a) set-aside, 
issued by the Department of the Treasury for support services for 
software applications maintenance, development, and testing.  Centech 
contends that the agency's evaluation of its proposal, especially its 
determination that the firm's prices were unrealistic and 
unacceptable, was unreasonable.

We deny the protest.

BACKGROUND

The RFP, issued December 19, 1996, sought proposals for support 
services for the agency's Automated Systems Division (ASD), which is 
responsible for the development and maintenance of many software 
applications systems, ranging in complexity from small administrative 
or tracking systems on personal computers and local area networks to 
large and complex databases, document management, and econometric 
systems on minicomputers and mainframes.  To ensure continued 
reliability and availability of existing application systems and to 
develop new and enhanced application systems, the RFP required the 
successful contractor to "provide a stable cadre of personnel working 
on site in partnership with Government employees to deliver" the 
required services.

The RFP provided for award of a fixed-price/level-of-effort and 
indefinite quantity/ labor hour contract for a base period with four 
1-year options.  Award was to be made to the offeror submitting the 
proposal representing the best value to the government, technical and 
price factors considered.  To be "eligible for award," proposals had 
to meet the following conditions:  the technical proposal had to be 
"responsive" to all sections of the solicitation and offer the best 
overall value; the proposed price had to be determined to be 
reasonable; and the offeror had to be found responsible.  The RFP 
contained the following technical evaluation factors, listed in 
descending order of importance:  (1) technical performance; (2) past 
performance; and (3) corporate capability and performance management.  
Concerning the cost/price evaluation, the RFP stated that each 
offeror's proposal would be assessed for cost realism, total contract 
cost, and cost risk.  The RFP stated that cost realism would be 
evaluated in accordance with Federal Acquisition Regulation (FAR)  sec.  
52.222-46, which states, in part, as follows:

     The Government is concerned with the quality and stability of the 
     work force to be employed on this contract. Professional 
     compensation that is unrealistically low or not in reasonable 
     relationship to the various job categories, since it may impair 
     the Contractor's ability to attract and retain competent 
     professional service employees, may be viewed as evidence of 
     failure to comprehend the complexity of the contract requirements 
     [and constitute sufficient cause to justify rejection of a 
     proposal].

The RFP emphasized that any proposal that was "unrealistically low in 
cost(s) and/or price [would] be deemed reflective of an inherent lack 
of technical competence [or] failure to comprehend the complexity and 
risk" of the requirements, justifying "rejection of the proposal."

Evaluation of total contract costs contemplated adding the total price 
for all options to the total price for the basic requirement.  Cost 
risk referred to any "aspect of an offeror's proposal which could have 
significant negative cost consequences for the Government."  Further, 
the RFP stated that where cost risk was assessed it may be described 
in "quantitative terms or used as a best-value discriminator."  The 
RFP contained estimated numbers of labor hours for numerous labor 
categories (Entry Level Oracle Information Systems Analyst, Senior 
Subject Matter Expert, etc.) for the level-of-effort portion of the 
contract.  The RFP also contained numerous labor categories (Senior 
PC/LAN Information System Analyst, Senior Client/Server Information 
System Analyst, etc.) for the indefinite quantity portion of the 
contract and requested composite labor rates for each category.

The agency received eight proposals, and included Centech's, 
Kathpal's, and three others in the competitive range.  Following the 
initial evaluation, the evaluators had recommended that the Centech 
proposal be excluded from the competitive range because its proposed 
cost was so unrealistically low as to be indicative of a failure to 
comprehend the complexity and risk of the contract requirements.  
Specifically, the agency found that 50 of the 53 labor categories in 
the base and option years were affected by unrealistic pricing; 18 of 
20 fixed-price/level-of-effort labor categories and 32 of 33 
indefinite quantity labor categories were priced 20 percent or more 
below the independent government cost estimate (IGCE).  Centech's 
overall price was 33 percent below the IGCE in option year 4, and 
averaged 26 percent below the IGCE across all contract years.  
Centech's labor rates were generally reduced significantly after the 
base year.  However, because of Centech's incumbency status, the 
agency decided to retain the firm in the competition.  Written and 
face-to-face discussions were held with each of the competitive range 
offerors.  A typical written deficiency report (DR) issued to Centech 
during discussions was as follows:

     The offeror is required to provide a realistic composite rate(s) 
     for each labor category that will ensure a stable, technically 
     qualified cadre of personnel over the life of the contract.  The 
     Government developed acceptable ranges/indicators for each labor 
     category.  The Government indicators/ranges were developed using 
     the [IGCE], other negotiated contracts, and industry data.  The 
     following proposed fixed-price level of effort labor categories 
     have composite rates that (1) are below or exceed the acceptable 
     ranges, and (2) appear unrealistic to maintain qualified staff 
     over the life of the contract. The Government is extremely 
     concerned with cost risk, and its relationship to successful 
     performance.[1]  (Emphasis added.)

Best and final offers (BAFO) were requested and received; in the final 
technical evaluation, Kathpal's proposal was ranked first with an 
"excellent" rating, while Centech's was ranked fifth with a "fair" 
rating.  The final price/cost evaluation results are summarized as 
follows:

  Rank  Offeror Total Contract Cost ScoreCost Realism ScoreCost 
                                                RiskTotal Cost

  1     Kathpal Good        Acceptable   Low    $16.5 million

  2     Offeror AFair       Acceptable   Low    $17.0

  3     Offeror BFair       Acceptable   Low    $17.1

  4     Offeror CAcceptable Acceptable   Low    $18.5

  5     Centech UnacceptableUnacceptable High   [deleted]
Based on the evaluation results, the evaluators recommended award to 
Kathpal as the best value offeror.  The source selection authority 
(SSA) agreed and made award to Kathpal; this protest followed.  We 
address Centech's principal allegations below.

MEANINGFUL DISCUSSIONS

Centech argues that the agency "should have provided [the firm] with 
guidance/information concerning which labor categories were below 
acceptable ranges and which categories exceeded the acceptable 
ranges."  Centech specifically requested information for each labor 
category identified, and it believes the agency unreasonably refused 
to provide such specific guidance.  Centech also states that by 
informing Centech during discussions that its proposed profit rate and 
certain handling fees for parts and supplies were too high, the agency 
actually misled Centech into believing that its labor rates were too 
high, rather than too low.  

Contracting agencies are required, in a negotiated procurement, to 
conduct meaningful discussions with all responsible offerors whose 
proposals are within the competitive range.  Techniarts Eng'g, 
B-234434, June 7, 1989, 89-1 CPD  para.  531 at 3.  Agencies are not 
required to conduct all-encompassing discussions but, rather, need 
only lead offerors into those areas of their proposal needing 
amplification, given the context of the procurement.  Creative 
Management Tech., Inc., B-266299, Feb. 9, 1996, 96-1 CPD  para.  61 at 4.  
The actual content and extent of discussions are matters of judgment 
primarily for determination by the agency involved.  J.G. Van Dyke & 
Assocs., B-248981, B-248981.2, Oct. 14, 1992, 92-2 CPD  para.  245 at 4.

The discussions here were adequate.  First, the agency led Centech 
into the area of its proposal that the agency determined was 
deficient--the reasonableness and realism of its proposed rates which 
the agency advised were either below or exceeded acceptable ranges.[2]  
Second, in addition to the written DRs, the agency addressed the 
matter more specifically during oral discussions, which were 
memorialized in agency notes.  In those discussions, the agency stated 
that Centech's labor costs were "out of the range," and while the 
agency did not directly state "which direction" the labor costs fell 
outside the range, the agency identified its concern as to how Centech 
would maintain qualified personnel throughout the option years of the 
contract, given its proposal to decrease its labor costs, stating:  
"If your price is reasonable in the first period, why is your rate in 
the option years reasonable? . . . [H]ow do you keep people[?] . . . 
[C]an you get a qualified person?  Look at next year, I wouldn't stay 
if I didn't receive a raise."  Finally, we find reasonable the 
agency's reluctance to give more specific guidance to Centech 
concerning the labor rates because the agency, in our view, reasonably 
believed that a competent offeror could ascertain for itself whether 
its labor rates were too low or too high.  We thus conclude that 
discussions with Centech were meaningful and unobjectionable.

PRICE/COST REALISM AND REASONABLENESS

Centech raises numerous arguments as to why the BAFO price/cost 
realism analysis was flawed.  Centech principally maintains that it 
provided the agency with an explanation, discussed below, in its 
response to the DRs as to why its labor rates were reduced 
significantly after the base year, but that the agency unreasonably 
ignored it.  

"Realism" ordinarily is not considered in the evaluation of proposals 
for the award of a fixed-price contract because the government's 
liability is fixed and the risk of cost escalation is borne by the 
contractor.  Human Resources Sys., Inc.; Health Staffers, Inc., 
B-262254.3 et al., Dec. 21, 1995, 96-1 CPD  para.  35 at 5.  However, 
because the risk of poor performance when a contractor is forced to 
provide products or services at little or no profit is a legitimate 
concern in evaluating proposals, an agency at its discretion may, as 
here, provide for a price realism analysis in the solicitation of 
fixed-price proposals.  Cardinal Scientific, Inc.,         B-270309, 
Feb. 12, 1996, 96-1 CPD  para.  70 at 4; PHP Healthcare Corp.; Sisters of 
Charity of the Incarnate Word, B-251799 et al., May 4, 1993, 93-1 CPD  para.  
366 at 5.  The nature and extent of an agency's price realism analysis 
is a matter within the sound exercise of the agency's discretion.  
Cardinal Scientific, Inc., supra, at 4. 

The cost/price evaluation was reasonable.  Centech's BAFO responded to 
the agency's questions concerning Centech's lower rates for the option 
years as follows:

                         [deleted]

The record shows that the agency performed an exhaustive and detailed 
realism analysis, preparing bar graphs, charts, and tables.  The 
evaluators found, after a comparison of prices among offerors and 
against the IGCE, market survey prices, and Centech's current contract 
price, that Centech's labor rates were high in the base year and 
unrealistically low in the option years.  For example the rate for the 
proposed Senior PC/LAN Information Systems Analyst Project Leader, at 
[deleted] in the base year, was 34 percent higher than the IGCE.  In 
option year 4, however, this same labor category rate, at [deleted] 
was 29 percent lower than the IGCE.  The agency also found that almost 
all labor categories showed a dramatic drop in rates at the end of the 
base year, in a pattern typical of mathematical and material 
unbalancing and unrealistically low prices.  In short, the agency 
found that 18 of the 20 fixed-price labor categories and 32 of the 33 
indefinite quantity labor categories were priced more than 20 percent 
below the IGCE, that the average shortfall was more than 26 percent 
across the contract life, and that Centech's prices were as much as 44 
percent lower than the IGCE in option year 4.  We find no basis for 
objecting to the agency's conclusion that Centech's pricing was too 
low in the option years.

Based on these low prices, the agency determined that Centech lacked 
an understanding of the requirements, which affected the technical 
evaluation as well.  For example, concerning the transition plan for 
the work, Centech's original proposal consisted of a brief, 1-1/2 page 
document which stated that "there would be no key transition issues" 
if Centech were awarded the contract because "all personnel currently 
supporting the . . . contract will be available to continue on the new 
contract."  However, as stated above, in its BAFO Centech revised its 
Personnel and Staffing Plan to include a large turnover of staff at 
the completion of the base period resulting, in the agency's view, in 
a potentially serious transition problem at the end of the base period 
and potentially serious problems in retaining professional employees 
in the option periods.  As the final technical evaluation report 
states:

     [Centech] scored fair for their overall proposal . . . 
     [Centech's] technical performance remained fair, past performance 
     remained good and corporate capability dropped from very good to 
     minimally acceptable.  The reduction in the Corporate Capability 
     is directly related to the Personnel and Staffing Plan described 
     in [its] BAFO.  [Centech's] staffing plan placed the Government 
     at risk by proposing to constantly change technical staff, 
     specifically in option year 1 and throughout the life of the 
     contract.  The RFP and government briefings before BAFOs 
     specifically [emphasized] the Government's need for a stable 
     cadre of technically qualified staff.  [Centech's] proposed 
     Personnel and Staffing Plan was unacceptable . . . .

Thus, contrary to the protester's assertion that its explanation of 
why its labor rates were reduced significantly after the base year was 
ignored by the agency, the record shows that the agency understood and 
fully considered the protester's explanation.  Despite the 
explanation, the agency, in our view, reasonably evaluated Centech's 
option year prices as too low, and its conclusion that this pricing 
also demonstrated a lack of understanding was reasonable and 
consistent with the terms of the RFP.  Centech's proposal was 
therefore properly not selected for award.[3]

BAIT-AND-SWITCH

Finally, Centech argues that the agency took an active role in a 
bait-and-switch by Kathpal because that firm made many job offers to 
individuals previously employed under Centech's predecessor contract, 
rather than using the personnel it had proposed.

Generally, an offeror's misrepresentation concerning personnel that 
materially influences an agency's consideration of its proposal 
provides a basis for proposal rejection or termination of a contract 
issued based upon the proposal.  ManTech Advanced Sys. Int'l, Inc., 
B-255719.2, May 11, 1994, 94-1 CPD  para.  326 at 5.  A misrepresentation is 
material where an agency has relied upon the misrepresentation and 
that misrepresentation likely had a significant impact upon the 
evaluation.  Id. 

There is no evidence of an improper bait-and-switch.  In its proposal, 
Kathpal stated that one of its "objectives" was "[m]aximum continuity 
of desirable incumbent staff,"  and the list of "detailed phase-in 
activities" included in Kathpal's transition plan included efforts to 
"[i]nterview and hire desirable incumbent staff."  Further, Centech's 
incumbent staff were more knowledgeable and experienced with the 
required work than the personnel Kathpal proposed.  Therefore, the 
fact that 8 such personnel of 20 personnel assigned to this contract 
by Kathpal were subsequently employed by Kathpal did not constitute a 
bait-and-switch; instead, it was consistent with Kathpal's proposal as 
evaluated.

The protest is denied.

Comptroller General
of the United States

1. Therein followed a listing of numerous labor categories without any 
explanation of which categories the agency had determined were high 
and which were determined to be unrealistically low.

2. Although Centech asserts otherwise, the record shows that Kathpal 
was given identical information during discussions--that its labor 
categories had composite rates that "are below or exceed the 
acceptable ranges."  Kathpal apparently reexamined its rates based on 
this information and correctly determined that some were too low.  
Centech could have done the same, but failed to do so.

3. Centech challenges the agency's best value determination based 
solely on the agency's allegedly improper evaluation of its BAFO 
explanation concerning reduced labor rates after the base period.  
Since we have found the agency's evaluation reasonable and proper, we 
need not discuss this matter further except to note that Centech's 
personnel and staffing plan was rated as unacceptable in the best 
value determination prepared by the agency.  As the agency states, 
"[s]uffice it to say that [the agency] reasonably considered the risk 
inherent in Centech's proposal which would have resulted in wholesale 
substitution of dubiously qualified individuals for those who 
performed well under the prior contract."