BNUMBER:  B-279637.2 
DATE:  July 20, 1998
TITLE: Hago-Cantu Joint Venture, B-279637.2, July 20, 1998
**********************************************************************

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:Hago-Cantu Joint Venture

File:     B-279637.2

Date:July 20, 1998

Pamela J. Mazza, Esq., Philip M. Dearborn, Esq., and Antonio R. 
Franco, Esq., Piliero, Mazza & Pargament, for the protester.
Col. Nicholas P. Retson, and Capt. John C. Lavorato, Department of the 
Army, for the agency.
Jacqueline Maeder, Esq., and Paul Lieberman, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Agency did not conduct misleading discussions where protester and 
awardee both initially proposed similar number of staffing hours for 
food services and the agency advised both offerors that these staffing 
hours were understated; the fact that protester increased its proposed 
staffing hours more than the awardee reflects protester's business 
judgment.

2.  Contracting agency reasonably evaluated awardee's experience and 
past performance as acceptable based on the combination of proposed 
subcontractor's strong past experience in food services and the 
awardee's own lack of experience in that area.

3.  Protest that agency should have found awardee's proposal 
technically unacceptable because awardee may not comply with 
requirement that at least 50 percent of the cost of personnel incurred 
must be for employees of a small business concern is denied where 
awardee stated in its proposal that it would comply with the 
requirement and submitted a compliance certification to the Small 
Business Administration (SBA), which found the awardee eligible for 
award.

4.  Agency's submittal of a request to SBA for an 8(a) eligibility 
determination and the resulting communications between the agency, 
SBA, and the 8(a) firm concerning SBA requirements for a teaming 
agreement do not constitute improper discussions.

DECISION

Hago-Cantu Joint Venture protests the award of a contract to Heritage 
Services, Inc. under request for proposals (RFP) No. DAHC77-97-R-0015, 
issued by the Department of the Army as a competitive 8(a) set-aside 
for full food and dining facility attendant services at various Army 
installations on the island of Oahu, Hawaii.  Hago-Cantu challenges 
the agency's evaluation of technical proposals, the conduct of 
discussions, and the agency's participation in the Small Business 
Administration's (SBA) determination of the awardee's eligibility for 
award.  

We deny the protest.

The solicitation, issued October 7, 1997, contemplated the award of a 
fixed-price       contract for a base year with four 1-year options to 
the offeror whose proposal was determined the best overall value to 
the government.  RFP  sec.  M.2.  Section M.3 of the RFP identified the 
following evaluation factors and subfactors, listed in descending 
order of importance:
     
     1.  Technical
        a.  Staffing and Personnel Qualifications
        b.  Methodology
        c.  Mobilization/Phase-in Plan

     2.  Quality Control
        a.  Quality Control Plan
        b.  Safety
        c.  Training 
        d.  Strike Contingency Plan
        e.  Key Control and Physical Security/Property Control

     3.  Experience and Past Performance

     4.  Supplies
        a.  Chemicals/Cleaning Supplies
        b.  Vehicles (for food transport)

In order to ensure that adequate staffing was provided, offerors were 
required to submit staffing charts showing the number of staff-hours 
proposed in each labor category.  The staffing proposed in each chart 
would become the minimum required during the contract performance 
period unless the manning charts were modified by mutual agreement.  
RFP  sec.  L.24.   

The RFP also required that proposals include a list of all contracts 
and subcontracts completed during the past 3 years and all contracts 
and subcontracts currently in progress for the same or similar 
services.  This information was to be provided for the offeror and 
proposed major subcontractors.  The RFP specifically provided that 
information regarding significant subcontractors and key personnel 
would be considered.  RFP  sec.  L.27.

Proposals were to be scored on the basis of adjectival ratings of 
"exceptional," "acceptable," "marginal," and "unacceptable."  
Evaluated price was based on the total price of all line items for the 
base and option years.

The RFP also included by reference the "Limitations on Subcontracting" 
clause set forth at Federal Acquisition Regulation (FAR)  sec.  52.219-14, 
as is statutorily required for all solicitations reserved for 
exclusive small business participation.[1]  15 U.S.C.  sec.  644(o)(1)(A) 
(1994).  The clause provides that:

     (b)  By submission of an offer and execution of a contract, the 
     Offeror/Contractor agrees that in performance of the contract
     in the case of a contract for --
        (1)  Services (except construction).  At least 50 percent of
     the cost of contract performance incurred for personnel shall
     be expended for employees of the concern.

After submission of initial offers, discussions, and submission of 
revised proposals and best and final offers (BAFO), the Army concluded 
that the Heritage proposal represented the best value to the 
government.[2]  The awardee's and the protester's BAFOs were found to 
be technically equal, with both assigned "acceptable" ratings on each 
evaluation factor and subfactor and both rated "acceptable" overall.  
Heritage's total price was $17,337,532; Hago-Cantu's total price was 
$19,311,979.  After notifying Hago-Cantu of the selection decision on 
March 24, 1998, the Army provided a debriefing to the company, which 
was concluded on April 7.  This protest followed.

MISLEADING DISCUSSIONS

Hago-Cantu first argues that the Army engaged in improper discussions 
as a result of which the protestor was misled into raising its price.  
Specifically, Hago-Cantu argues that in discussions after the 
evaluation of initial proposals the agency improperly informed the 
protester that "it had proposed insufficient man-hours for eight of 
the nine facilities," yet "ultimately awarded the contract to an 
offeror who proposed approximately the same number of man-hours that 
the Army previously identified as deficient."  Protester's Comments at 
3.  Hago-Cantu contends that these discussions caused it to increase 
its proposed staff-hours (and therefore its price), and asserts that 
had it not been directed to increase its staff-hours, the protester 
"would have been the lowest priced offeror and almost certainly would 
have received the award."  Id. at 5.  

It is a fundamental precept of negotiated procurement that 
discussions, when conducted, must be meaningful and must not 
prejudicially mislead offerors.  Hughes Space and Communications Co.; 
Lockheed Missiles & Space Co., Inc., B-266225.6 et al., Apr. 15, 1996, 
96-1 CPD  para.  199 at 11.  Specifically, an agency may not, even 
inadvertently, mislead an offeror--through the framing of a discussion 
question or a response to a question--into responding in a manner that 
does not address the agency's concerns; misinform the offeror 
concerning a problem with its proposal; or misinform the offeror about 
the government's requirements.  Id.  The record here provides no basis 
for concluding that Hago-Cantu was misled.

By letters dated February 13, the Army conducted written discussions.  
In the letter to Hago-Cantu, the Army stated, on page 1, that the 
protester's "[m]anning chart does not include hours for manager, 
assistant manager and mess attendant supervisor for the full food 
service dining facilities"[3] and that "[m]anning hours of Cook II, 
salad maker, DFA server, and DFA dishroom need corrections.  Review 
hours for facilities to ensure facilities are adequately manned."  The 
letter also stated, on page 2, that "[h]ours projected for NCO Academy 
are slightly understated.  Hours projected for Headquarters Company 
Fort Shafter, Quads C, E, F, J, 65th Engineers Schofield Barracks, and 
25th Aviation Battalion Wheeler Army Airfield are understated."  
Similarly, in the letter to Heritage, the Army stated, on page 2, that 
"[h]ours projected for Quad A Schofield Barracks are slightly 
understated.  Hours projected for Quads C, F, J, NCO Academy Schofield 
Barracks, 25th Aviation Brigade Wheeler Army Airfield, and 
Headquarters Company Fort Shafter are understated."

The chart below shows the staff-hours initially proposed by Heritage 
and Hago-Cantu, separately for weekdays and weekends/holidays, for the 
nine installations covered by the RFP.  Staffing figures for buildings 
identified by the agency during discussions as "slightly understated" 
are in bold; staffing figures identified as "understated" are in bold 
and underlined (because the agency did not distinguish, in its 
discussion questions, between weekday and weekend/holiday figures, we 
have marked them identically).  The figures include management as well 
as staff-hours for all locations for which management hours were 
identified in the proposals.  For Heritage, this was all buildings; 
because Hago-Cantu's initial proposal failed to identify management 
hours for the three full food service facilities, listed at the top of 
the chart, the figures for the protester's proposal listed here do not 
include management hours for those three buildings.[4]

                 Building       Heritage   Hago-Cantu

          NCO Academy (6056)              

             weekdays          81.50      84.00     

             weekends/holidays  82.00     80.00     

          Headquarters (503)              

             weekdays          86.00      84.00     

             weekends/holidays 59.50      66.00     

          A Quad (133)                    

             weekdays          129.80     145.50     

             weekends/holidays  88.50     101.50     

          C Quad (357)                    

             weekdays           53.50      53.25     

             weekends/holidays  33.00      40.00     

          E Quad (550)                    

             weekdays           47.75      50.25     

             weekends/holidays  29.75      36.50     

          F Quad (650)                    

             weekdays           47.75      50.75     

             weekends/holidays  29.75      35.00     

          J Quad (844)                    

             weekdays           63.00      72.00     

             weekends/holidays  31.50      58.50     

          65th Engineers (1492)           

             weekdays           35.50      32.00     

             weekends/holidays  23.50      28.00     

          25th Aviation (102)             

             weekdays           54.00      32.00     

             weekends/holidays  46.50      28.00     
Because award was ultimately made on the basis of Heritage's lower 
price (since the two proposals were found technically equal) and the 
protester increased its price substantially at BAFO as a result of the 
discussions, the protester challenges the reasonableness of the 
agency's concern about Hago-Cantu's understaffing and contends that 
the two offerors were not treated equally.  While the record does not 
include government estimates of the number of hours needed for each 
facility, our review of the offerors' proposed hours and the 
discussion questions generally supports the reasonableness of the 
agency's evaluation and discussion questions (with two exceptions, as 
detailed below).

For the most part, where the two offerors proposed similar numbers of 
hours, they were treated similarly during discussions.  For example, 
the figures proposed for C Quad were virtually identical (53.50 and 
53.25 hours for weekdays for the awardee and protester, respectively), 
and both were advised that their figures appeared understated.  The 
same is true for F Quad, where there was a difference of only 3 hours 
for weekdays between the two proposals.

In A Quad, where Heritage proposed considerably fewer hours than 
Hago-Cantu, the agency reasonably advised Heritage that its hours were 
slightly understated, but did not question Hago-Cantu's hours.  While 
the protester was advised that its weekday hours for 65th Engineers 
were understated and the awardee was not, the protester had proposed 
fewer hours (although not many fewer) than the awardee for that 
location.  While the two firms proposed very different levels of hours 
for J Quad and 25th Aviation (with Heritage much lower for J Quad and 
Hago-Cantu much lower for 25th Aviation), both firms were advised that 
their hours for those two locations were understated, and the 
protester has not pointed to any basis to question the reasonableness 
of the agency's concern during evaluation of initial proposals.

The two instances where the agency's evaluation and discussion 
question do not appear reasonable concern E Quad and weekend/holiday 
hours for the 65th Engineers building.  For E Quad, the protester was 
advised that its figure was understated, while the awardee was not, 
even though the awardee proposed somewhat fewer weekday hours (47.75) 
than the protester (50.25).  For the 65th Engineers building, the 
protester was advised that its weekend/holiday hours were understated, 
while the awardee was not, even though the protester's weekend/holiday 
hours (28.00) were higher than the awardee's (23.50).  (We discuss the 
impact of these apparent errors below.)

The protester's failure to identify management hours for the full food 
service dining facilities is relevant to the protester's challenge to 
the reasonableness of the agency's concern regarding the initially 
proposed staffing at the Fort Shafter Headquarters Company and NCO 
Academy buildings.  Thus, for the Headquarters building, where the 
awardee and protester proposed 86 and 84 weekday hours, respectively, 
they were both advised that their figures appeared understated.  The 
protester apparently believes that its hours for Headquarters should 
not have been found understated because it intended to include a 
significant number of management hours for that location.  However, 
those hours were not identified in the initial proposal, and we 
therefore have no basis to question the reasonableness of the agency's 
finding understated the protester's proposed hours.  A similar issue 
arises regarding the NCO Academy, where Heritage's proposed hours were 
lower than Hago-Cantu's, and the agency advised Heritage that its 
hours were understated, while advising Hago-Cantu that its hours were 
(merely) slightly understated:  the protester apparently believes 
that, based on the management hours it intended to include for that 
location, the agency should not have found the hours understated at 
all.  Again, because the protester had not identified those management 
hours for the NCO Academy in its initial proposal, we do not find the 
agency's evaluation unreasonable or the discussion question 
misleading.

In response to the agency's discussion questions, both offerors 
revised their proposed staffing.  As noted above, the protester 
increased its staffing so much that its BAFO price was considerably 
higher than Heritage's; in effect, it priced itself out of the 
competition.  In addition, Hago-Cantu identified the number of 
management hours it was offering for the three full food service 
facilities; the price of those hours had apparently been included in 
the initial proposal, even though the protester had not associated 
those hours with particular buildings by identifying them in its 
building-by-building staffing charts until its BAFO.  Staff-hours, 
including managerial hours, proposed by each offeror in their staffing 
charts in their initial proposals and in their BAFOs are given in the 
following chart:

                          Heritage             Hago-Cantu

      Building        INITIAL     BAFO      INITIAL     BAFO

NCO Academy (6056)                                  

   weekdays        81.50        92.50    84.00      120.75    

   weekends/holidays 82.00      92.00    80.00      116.75    

Headquarters (503)                                  

   weekdays        86.00      94.50      84.00      117.75    

   weekends/holidays59.50     67.50      66.00      95.75    

A Quad (133)                                        

   weekdays        129.80     137.80     145.50     153.50    

   weekends/holidays 88.50    97.50      101.50     121.00    

C Quad (357)                                        

   weekdays          53.50      58.50      53.25     62.75    

   weekends/holidays 33.00      37.25      40.00     49.50    

E Quad (550)                                        

   weekdays          47.75      46.38      50.25     59.75    

   weekends/holidays 29.75      28.75      36.50     45.00    

F Quad (650)                                        

   weekdays          47.75      53.00      50.75     60.75    

   weekends/holidays 29.75      36.25      35.00     43.75    

J Quad (844)                                        

   weekdays          63.00      69.50      72.00     81.50    

   weekends/holidays 31.50      38.00      58.50     67.00    

65th Engineers (1492)                               

   weekdays          35.50      33.75      32.00     40.50    

   weekends/holidays 23.50      23.50      28.00     35.50    

25th Aviation (102)                                 

   weekdays          54.00      60.25      32.00     40.50    

   weekends/holidays 46.50      53.50      28.00     35.50    
As can be gleaned from the chart, both offerors addressed the Army's 
staffing concerns in revisions to their BAFOs.  Indeed, both offerors 
increased their proposed staffing for each of the facilities the 
agency had identified as understaffed.  
The protester's primary support for contending that the discussions 
were misleading is the fact that the awardee's BAFO staffing was in 
several instances lower than the staffing level that the agency had 
advised the protester was understated.  Specifically, while both 
offerors were told that their hours for J Quad were understated, 
Heritage's increased BAFO hours remained lower than Hago-Cantu's 
initial number of proposed hours.  Similarly, Heritage's increased 
BAFO weekend/holiday hours for C Quad remained lower than Hago-Cantu's 
initial proposed staffing for that facility (Heritage's BAFO weekday 
hours for that facility, however, were greater than Hago-Cantu's 
initial number).

Even when combined with the apparent errors in the discussion question 
concerning E Quad and weekend/holiday hours for the 65th Engineers 
building (explained above), we do not believe that the instances where 
Heritage's increased staff-hours remained lower than Hago-Cantu's 
initially proposed staff-hours call into question the reasonableness 
of the agency's selection of Heritage.  Even where we identify an 
error in the conduct of a procurement, we will not sustain a protest 
unless the protester demonstrates a reasonable possibility that it was 
prejudiced by the agency's actions, that is, unless the protester 
demonstrates that, but for the agency's actions, it would have had a 
substantial chance of receiving the award.  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).

The apparent errors identified above represent only a small percentage 
of the total work to be performed and thus could have had only a minor 
impact in terms of the protester's price.  The record does not support 
the claim in the protester's comments, at 3, that "Heritage was 
awarded the contract despite proposing approximately the same or less 
man-hours as [the protester] for almost all the facilities that the 
Army had identified as being undermanned during discussions with [the 
protester]."  Instead, review of the chart will confirm that the 
phenomenon was limited to the cases identified above.[5]

We note that in one instance Hago-Cantu's BAFO staffing was 
substantially lower than the level that the agency had advised 
Heritage was understated:  for the 25th Aviation building, 
Hago-Cantu's final proposed staffing for weekday and weekend/holiday 
services for this facility remained lower (40.5 and 35.5 hours, 
respectively) than Heritage's initial proposed staffing for this 
facility (54 and 46.5 hours, respectively), even though Heritage had 
been told that its staffing was understated.  Accordingly, to the 
extent that the protester questions the agency's accepting a staffing 
level at BAFO that it considered understated in initial offers, the 
protester itself benefited from that approach for the 25th Aviation 
building.

For both offerors, however, we believe that it was reasonable for the 
agency to raise concern that an offeror's initially proposed staffing 
was understated but nonetheless ultimately consider acceptable a 
proposal with staffing remaining at an understated level.  Nothing in 
the record supports the protester's claim in its comments, at 9, that 
"it is reasonable to assume that the Army considered [the protester's] 
proposed manning to be unacceptable prior to [the protester's] 
increase in man-hours."  Our review of the record does not indicate 
that the agency ever viewed the understated hours as a basis for 
finding either proposal unacceptable.  Accordingly, the fact that in a 
few instances Heritage's BAFO hours remained lower than the level that 
the agency had identified to Hago-Canto as understated does not mean 
that Heritage's BAFO should have been rejected as unacceptable.[6]

As explained above, the reason that the agency selected Heritage for 
award was primarily its low price.  While the protester is correct in 
pointing out that it raised its hours, and therefore its price, 
substantially as a result of discussions, we do not agree that that 
increase was attributable to misleading discussions.  Instead, the 
protester increased its hours, and its price, more than Heritage 
primarily for reasons within its business judgment.  For example, 
after being told that its initial staffing for the NCO Academy was 
slightly understated, Hago-Cantu increased its proposed weekday hours 
for this building from 84 to 120.75.  While these 120.75 hours include 
15 hours of management time, even for non-management time, the 
protester increased its staffing by more than 20 hours, even though 
the agency had advised Hago-Cantu that its hours for this facility 
were only "slightly understated."  In contrast, the awardee, who was 
advised that its hours were "understated" increased its staffing for 
the NCO Academy by only 11 hours.  Similarly, after both offerors were 
told that their staffing for the Headquarters building was 
understated, Heritage increased its proposed weekday staff-hours 8.5 
hours; Hago-Cantu increased its staffing by more than 18 hours (in 
addition to 15.50 management hours).  Since the greater increase in 
its BAFO price was due to the protester's business judgment, rather 
than the content of the discussion questions, we conclude, 
notwithstanding the minor concerns we have pointed out regarding the 
agency's action, that the discussion questions sent to the protester 
were not misleading.

TECHNICAL EVALUATION 

Hago-Cantu next argues that the Army's evaluation of Heritage's past 
performance and experience was unreasonable.  As noted above, the 
agency evaluated the awardee's past performance and experience as 
"acceptable."  Hago-Cantu complains that this evaluation is 
unreasonable because Heritage has no experience in food service.  
While the protester recognizes that the Army may consider the past 
performance of Heritage's subcontractor, Son's Quality Food Company, 
the protester contends that the Army improperly relied solely on the 
past experience of Son's.  Hago-Cantu argues that total reliance on 
Heritage's subcontractor's past experience is unreasonable, especially 
where, as here, Heritage must perform 50 percent of the contract.  

The evaluation of technical proposals is a matter within the 
contracting agency's discretion, since the agency is responsible for 
defining its needs and the best method of accommodating them.  Loral 
Sys. Co., B-270755, Apr. 17, 1996, 96-1 CPD  para.  241 at 5.  In reviewing 
an agency's technical evaluation, we will not reevaluate the proposal, 
but will examine the record of the evaluation to ensure that it was 
reasonable and in accordance with stated evaluation criteria and not 
in violation of procurement laws and regulations.  Id.

Here, there is no basis to conclude that the agency improperly 
evaluated Heritage's proposal concerning past experience/performance.  
The record shows that the agency recognized Heritage's lack of 
experience in food services as a weakness.  However, the Army also 
identified the awardee's subcontractor's past experience as a strength 
because of its significant food service experience.  Indeed, the 
subcontractor lists 16 current contracts, ranging in value from 
$200,500 to $13 million, numerous awards and commendations, and its 
successful completion of at least two contracts where the original 
awardees had been terminated for poor performance.  The agency 
balanced Heritage's weakness with its subcontractor's strength and 
assigned an "acceptable" rating for this evaluation factor.  Thus, 
contrary to the protester's assertions, the "acceptable" rating was 
not based solely on the subcontractor's past experience and 
performance; rather, it reasonably reflected a blend of the experience 
of both the prime and subcontractor.  Seair Transport Servs., Inc., 
B-252266, June 14, 1993, 93-1 CPD  para.  458 at 4-5; Premier Cleaning Sys., 
Inc., B-249179.2, Nov. 2, 1992, 92-2 CPD  para.  298 at 4 (experience of a 
large business subcontractor properly may be considered in evaluation 
of offeror's proposal submitted in response to solicitation set-aside 
for small business concerns).  

Hago-Cantu also contends that the Army should have determined Heritage 
to be technically unacceptable for failing to comply with the 
mandatory limitation on subcontracting requirement.  The protester 
argues that Heritage's proposal does not sufficiently indicate an 
intent to comply with this requirement.  To support its position, 
Hago-Cantu points to various parts of Heritage's proposal which the 
protester argues indicate that Heritage's subcontractor will perform 
work.  
Hago-Cantu notes that "Heritage is hardly mentioned in the proposal," 
the initial narrative discussion addresses only the subcontractor's 
experience and ability to perform the contract, the discussion of 
personnel makes virtually no reference to Heritage and the staffing 
charts carry the heading "Son's Quality Food Company."  Protester's 
Comments at 11.  Under these circumstances, Hago-Cantu argues that the 
Army should have determined that Heritage was technically unacceptable 
because it did not intend to comply with the limitation on 
subcontracting clause.    

While the protester is correct that much of Heritage's proposal 
discusses the experience and personnel of its subcontractor, the 
protester ignores references to Heritage in the proposal that clearly 
show Heritage's proposed involvement in the contract and Heritage's 
intent to hire the necessary personnel to perform the contract.  For 
example, the offeror's proposal states that, as required by the 
collective bargaining agreement, the offeror will, upon award, offer 
to hire the incumbent senior or first cooks, storeroom clerks, second 
cooks, short-order/grill cooks, bakers and dining facility attendants.  
Additionally, of the 20 proposed managers, only 5 are currently 
employed by Heritage's subcontractor; the others named in the proposal 
will be hired upon award.  The proposal also includes financial 
information on both Heritage and its subcontractor.  In addition, in 
the first revision of its proposal, Heritage specifically stated that 
it would be "the prime contractor performing 51% of the requirement 
with [Son's] being the subcontractor performing 49% of the work."  
Heritage Response and Offer Revision, Feb. 24, 1998, Attachment 1-1.  
The awardee also included copies of its initial notification letter to 
SBA, informing SBA of its intent to submit a proposal under the RFP 
and its signed and dated certification that at least 50 percent of the 
cost of contract performance would be incurred by Heritage.  Id., 
Attachments 1-2, 1-3.  Based on this information, the agency 
reasonably concluded that Heritage's proposal evidenced its intent to 
comply with the limitation on subcontracting clause.

SBA DETERMINATION

Finally, the protester argues that, after the receipt of BAFOs and the 
close of discussions, the agency improperly held further discussions 
only with Heritage.    The protester argues that the discussions were 
used by the agency to determine the acceptability of Heritage's 
proposal.  The protester also complains that the agency improperly 
involved itself with SBA's determination of Heritage's eligibility for 
award. 

The record shows that the contracting officer was unsure whether 
Heritage's "teaming arrangement" with Son's required SBA approval.  
Therefore, according to the contracting officer, after the agency had 
determined to award the contract to Heritage, the contracting officer 
contacted SBA and was informed that a teaming arrangement constituted 
a prime/subcontractor relationship that did not require pre-approval 
from the SBA.  To expedite the eligibility determination process, SBA 
forwarded to the contracting officer a list of questions normally 
posed by the SBA to the apparently successful 8(a) offeror in 
determining eligibility.  The contracting officer then forwarded the 
questions to Heritage by letter dated March 11.  Heritage responded by 
letter dated March 12 and those responses were sent to SBA the same 
day.  By letter dated March 20, the SBA informed the Army that 
Heritage was eligible for the contract.  

Hago-Cantu argues that Heritage's responses to the SBA were used by 
the Army to determine the acceptability of Heritage's proposal and 
thus constitute discussions.  The protester relies on language in the 
Army's March 11 letter to Heritage which lists the SBA questions and 
states, "To render a determination as to the nature of the 
relationship and its acceptability under a competitive 8(a) award, the 
following questions must be answered to make an affirmative 
determination of eligibility . . . ."  Hago-Cantu argues that there is 
no evidence that a final award had been made at the time these 
questions were sent to the intended awardee.  

Discussions occur when the government communicates with an offeror for 
the purpose of obtaining information essential to determine the 
acceptability of a proposal or provides the offeror with an 
opportunity to revise or modify its proposal.  FAR  sec.  15.601 (June 
1997); Global Assocs. Ltd., B-271693, B-271693.2, Aug. 2, 1996, 96-2 
CPD  para.  100 at 4.  If a procuring agency holds discussions with one 
offeror, it must hold discussions with all offerors whose proposals 
are in the competitive range.  FAR  sec.  15.610(b); Raytheon Co., 
B-261959.3, Jan. 23, 1996, 96-1 CPD  para.  37 at 10-11.  It is the actions 
of the parties that determine whether discussions have been held, and 
not merely the characterization of the communications by the agency.  
The acid test of whether discussions have been held is whether it can 
be said that an offeror was provided the opportunity to revise or 
modify its proposal.  Id. at 11.

The protester mischaracterizes the communication between Heritage and 
the contracting officer after the receipt of BAFOs.  As noted above, 
the contracting officer has stated that the Army had already made an 
award determination before she contacted SBA concerning teaming 
agreements and before she received questions from SBA which she 
forwarded to Heritage for Heritage's response.  The contact with the 
SBA was merely to clarify for the contracting officer SBA's 
requirements concerning teaming agreements; the SBA questions given to 
the agency to be forwarded to Heritage for Heritage's response were 
for SBA's use in making its eligibility determination.  The award had 
not been made because the agency needed SBA approval of Heritage as an 
eligible 8(a) firm.  This SBA approval is what the Army alluded to in 
its March 11 letter which refers to rendering "a determination as to 
the nature of the relationship and its acceptability under a 
competitive 8(a) award."  The protester incorrectly interprets this 
sentence as going to the acceptability of Heritage's proposal.  
Indeed, the Army had previously accepted Heritage's statement and 
certification that it would comply with the subcontracting limitation 
and therefore the agency had no need to obtain additional information 
to determine the acceptability of Heritage's proposal.  Heritage was 
not permitted to revise its proposal in any way. 

The protester also asserts that the Army improperly involved itself in 
the SBA's eligibility determination.  Hago-Cantu argues that by 
involving itself in the process, "the Army permitted Heritage to 
submit significantly less information than would normally be required 
by the SBA."  Protester's Comments at 14.  

Under the applicable regulations, the SBA is responsible for verifying 
that a section 8(a) firm is eligible for a particular procurement that 
has been reserved for the 8(a) program, and is the sole arbiter of 
such eligibility, which cannot be challenged by a program participant 
or any other party.  FAR  sec.  19.805-2(c), (e).  

We see no reason to question the agency's actions here.  While the 
protester objects to the method employed, the Army properly referred 
the question of Heritage's eligibility to the SBA and the SBA found 
Heritage eligible for award with full knowledge of its relationship 
with Son's.  If, as the protester asserts, SBA required more 
information to make its determination, it could have requested such 
information.

The protest is denied.

Comptroller General
of the United States

1. This requirement exists to prevent small business concerns from 
subcontracting to large businesses the bulk of a contract reserved for 
small business participation. Ann Riley & Assocs., Ltd., B-271741.2, 
Aug. 7, 1996, 97-1 CPD  para.  120 at 2-3. 

2. Other proposals, including one that was higher rated but also 
higher priced than the eventual awardee's, are not discussed here, 
since they are not relevant to the protest.

3. Of the nine facilities to be serviced under the RFP, three (Quad A 
(Building 133), NCO Academy (Building 6056), and Headquarters Company 
Fort Shafter (Building 503)) were designated as full food services 
facilities and required, among other workers, dining facility managers 
and alternate dining facility managers.  The other facilities were 
designated dining facility attendant (DFA) services facilities and 
required, in terms of managers, only DFA supervisors.

4. Building numbers are identified in parentheses after the name.  For 
the sake of simplicity, we have not identified slight variations 
occasionally proposed, such as slightly different hours for Fridays 
than for other weekdays.

5. In a chart in its comments on the agency report, the protester 
indicates that the staffing for the NCO Academy and Headquarters 
buildings should be viewed as further instances of the awardee's BAFO 
figures being lower than the protester's initial ones.  Protester's 
Comments at 4.  The staffing of those two buildings is significant, 
since those two locations are full food service facilities and 
represent a significant proportion of the overall work (and therefore 
the overall dollars).  Comparison of the protester's chart and the 
chart set out above, however, demonstrates that Heritage's BAFO 
figures for both buildings were higher--not lower, as the protester 
claims--than the figures in Hago-Cantu's initial proposal.  The 
protester's claim to the contrary is based on the addition to its 
initial numbers of its management hours; as explained above, we view 
it as reasonable for the agency to have evaluated the hours that 
Hago-Cantu listed in its initial proposal's staffing charts, and those 
charts did not include management hours for either NCO Academy or the 
Headquarters building.

6. Indeed, if the protester's suggestion that a BAFO should have been 
viewed as unacceptable if it proposed fewer hours for any building 
than the agency had advised any offeror during discussions was an 
understated level, then the protester's BAFO would have to be rejected 
as unacceptable, since, as explained above, the protester's BAFO 
proposed considerably fewer hours for the 25th Aviation building than 
the 54 hours that the agency had advised Heritage represented 
understated staffing.