BNUMBER:  B-280362; B-280362.2 
DATE:  September 23, 1998
TITLE: Caterpillar Inc., B-280362; B-280362.2, September 23, 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:Caterpillar Inc.

File:     B-280362; B-280362.2

Date:September 23, 1998

William A. Roberts, III, Esq., Lee P. Curtis, Esq., Brian A. Darst, 
Esq., and Douglas S. Manya, Esq., Howrey & Simon, for the protester.
C. Stanley Dees, Esq., Thomas C. Papson, Esq., and Richard P. 
Castiglia, Esq., McKenna & Cuneo, for Deere & Company, the intervenor.
Susan M. Lewandowski, Esq., and Vera Meza, Esq., Department of the 
Army, for the agency.
Henry J. Gorczycki, Esq., and Guy R. Pietrovito, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

Protest that the contracting agency unreasonably evaluated the 
protester's and awardee's competing proposals under certain technical 
evaluation factors is denied where the record shows that the 
evaluation was reasonable.

DECISION

Caterpillar Inc. protests an award to Deere & Company under request 
for proposals (RFP) No. DAAE07-97-R-X062, issued by the Department of 
the Army, Tank-automotive and Armaments Command (TACOM), for an 
estimated quantity of 135 hydraulic excavators (HYEX) of three 
types.[1]

We deny the protest.

The RFP, issued on December 24, 1997, provided for the award of a 
fixed-price requirements contract for a 5-year period.  The 
acquisition sought commercially available equipment with only minor 
military modifications and using existing commercial technical manuals 
to the maximum practical extent.  Section M.1, at page 90 of the RFP, 
stated that award would be made to the offeror whose proposal 
represents the best value to the government under the stated source 
selection criteria.  The RFP in section M.2 provided for a two-phased 
evaluation under which proposals would initially be evaluated under 
identified pass/fail requirements and proposals that passed those 
requirements would be evaluated under the following areas listed in 
descending order of importance:

     1. Logistics
     2. Technical
     3. Price
     4. Past Performance/Small Business Participation

The RFP stated that the non-price factors are significantly more 
important than price, but reserved the right to award on the basis of 
price where two or more proposals are considered equal under the 
non-price areas, a superior proposal is unaffordable, or the 
advantages of higher-priced, higher-rated proposals are not considered 
to be worth the price premium.  RFP  sec.  M.2(c), at 91.

The evaluation areas were sub-divided into elements and factors, and 
their relative weights where stated in the RFP  sec.  M.3-M.6, at 91-94, 
as follows:

Area 1:  Logistics.
     Element 1:  Commercial Logistics Support
        Factor 1:  Support
        Factor 2:  Warranty
        (Relative weight of above factors:  "Support is by far the 
        most important factor and is significantly more important than 
        . . . Warranty.")
     Element 2:  Manuals
     Element 3:  Unique Tools
     (Relative weight of above elements:  Element 1 is approximately 
     as important as the other two elements combined, and is more 
     important than Element 2, which is significantly more important 
     than Element 3.)

Area 2:  Technical
     Element 1:  Type I/II Bucket and Stick Force
     Element 2:  Type III Bucket and Stick Force
     Element 3:  Rock Drill Integration
     Element 4:  Maintainability
     (Relative weight of above elements:  Element 1 is significantly 
     more important than Element 2, which is more important than 
     Element 3, which is more important than Element 4.)

Area 3:  Price

Area 4:  Past Performance/Small Business Participation
     Element 1:  Past Performance
     Element 2:  Small Business Participation
     (Relative weight of above elements:  Element 1 is significantly 
     more important than Element 2.)

Detailed proposal preparation instructions were provided that informed 
offerors that proposals were to be divided into a written proposal and 
an oral presentation.  RFP  sec.  L.1, at 81.  The instructions addressed 
the information for each of the stated evaluation areas, elements and 
factors that should be included in a proposal, and whether such 
information should be included in the written proposal or the oral 
presentation.  RFP  sec.  L.2-L.7, at 81-87.  

The RFP at 78-79 included Federal Acquisition Regulation (FAR)  sec.  
52.212-1 (June 1997), "Instruction to Offerors--Commercial Items", 
which states in pertinent part:

     (g) . . . The government intends to evaluate offers and award a 
     contract without discussions with [offerors].  Therefore, the 
     offeror's initial offer should contain the offeror's best terms 
     from a price and technical standpoint. 

Caterpillar and Deere submitted written proposals generally offering 
commercial equipment, manuals, and warranties by the March 26, 1998 
closing date for receipt of proposals.  Caterpillar provided its oral 
presentation on April 21, and Deere provided its presentation on April 
23.

Due to the similarity of requirements and schedules between the HYEX 
solicitation and another solicitation for vibratory rollers, a single 
source selection evaluation board (SSEB) was assembled to evaluate 
proposals received under both RFPs.  These two procurements had nearly 
identical logistics requirements and the evaluation criteria for the 
logistics and past performance areas were identical.  Evaluation of 
proposals under the vibratory roller procurement was completed before 
the HYEX evaluations were completed.  The contract for vibratory 
rollers was awarded to Caterpillar.  On May 6, TACOM debriefed 
Caterpillar on the agency's evaluation of Caterpillar's vibratory 
roller proposal.  Although Caterpillar had been awarded the contract, 
the evaluation identified disadvantages for which Caterpillar's 
proposal was downgraded.  Contracting Officer's Statement  para.  11, at 3.

In particular, the agency evaluated Caterpillar's commercial warranty 
as "marginal" due to Caterpillar's failure to provide pass-through 
warranties of items used on Caterpillar's machines, which were 
manufactured and warranted by other manufacturers.  The agency also 
downgraded the warranty evaluation for language which excluded most of 
Caterpillar's overseas dealerships from warranty coverage.  
Caterpillar informed TACOM in the debriefing that Caterpillar 
disagreed with TACOM's interpretation of the warranty, stating that 
pass-through warranties were not necessary because Caterpillar 
provided "bumper to bumper" world-wide warranty coverage, covering all 
components of its machine regardless of a component's manufacturer.  
This warranty was identical to the one Caterpillar submitted with its 
HYEX proposal.  Protest, June 15, 1998, at 5-6.

Subsequent to the vibratory roller award and debriefing, the SSEB 
completed the HYEX evaluations and on May 27 briefed the source 
selection authority (SSA).  See Agency Report, at Tab 32.  As part of 
this briefing, the SSA was informed of Caterpillar's assertions in the 
vibratory roller debriefing regarding the asserted coverage of 
Caterpillar's warranty.  The evaluation results are synopsized as 
follows:

Evaluation Area/Element/Factor    Caterpillar  Deere

Logistics                         Adequate     Good

   Commercial Logistics Support   Good         Excellent

      Support                     Excellent    Excellent

      Warranty                    Marginal     Excellent

   Manuals                        Adequate     Good

   Unique Tools                   Marginal     Marginal

Technical                         ***[2]                   ***

          Rock Drill Integration             Excellent     
       ExcellentMaintainability              Excellent     Excellent

       Past Performance/Small Business       Adequate      Excellent

          Past Performance                   Adequate      Excellent

          Small Business Participation       Good          Good

       Price                                 $25,283,276   $32,539,197
From his review of the SSEB's evaluation results, the SSA determined 
that Deere's proposal represented the best value to the government as 
follows:

     Deere was evaluated as better than Caterpillar in the most 
     heavily weighted Area, Logistics.  There are significant 
     advantages to Deere's warranty to include extended pass through 
     warranties on major components, particularly the 24 month engine 
     warranty, an item most likely to incur warranty claims.  Their 
     manuals are evaluated as better than Caterpillar's.  This should 
     result in less time to negotiate the supplementation after award 
     and due to reduced effort, less risk of timely delivery of usable 
     manuals.  Under the other items evaluated in Logistics, 
     Caterpillar offered no significant advantages over Deere.  In the 
     Technical Area, under the most important Element, Deere's Type 
     I/II machine has a significantly higher bucket force, which will 
     result in improved digging capability under the most extreme 
     conditions.  This is particularly significant considering that 
     more than 87.5% of the vehicles to be purchased are Type I/II.  
     There are no significant differences between the offerors for the 
     bucket and stick force for Type III machines, however, the Deere 
     machine is heavier and provides a more stable platform for 
     digging operations.  Neither offeror poses any risk with rock 
     drill integration.  Notwithstanding the Board's finding that both 
     offerors were Excellent in Maintainability, I find that Deere's 
     vehicles have a higher capability to accurately isolate and 
     diagnose faults.  This, together with the ease of access to 
     problem areas, as indicated by their lower maintainability index, 
     has the potential to significantly reduce life cycle costs.  Both 
     Caterpillar and Deere earned a Good rating for the Small Business 
     Participation Element in the Past Performance/Small Business 
     Participation Area.  However, in Past Performance, the 
     significantly more important Element, Deere is substantially 
     better.  Deere's record on recent and relevant contracts tells me 
     that there is a very low performance risk under contract.  Both 
     Deere's manuals and hardware have historically been delivered in 
     a timely manner and in accordance with contract requirements, 
     unlike Caterpillar who has often had problems with timely 
     delivery of manuals.  Deere's commitment to customer satisfaction 
     is exemplary.  Based on their history of cooperation with their 
     customers, I believe that if any problems should arise during 
     performance of this contract, Deere will be more willing to work 
     with the government to arrive at a mutually satisfactory 
     resolution.  Additionally, historical inference is that we can 
     anticipate the smooth and efficient negotiation of the manual 
     supplementation and [direct vendor delivery (DVD) contract].[3]  
     Despite the $7.3 [million] evaluated price difference, I feel 
     that Deere's significant advantages in the other Areas, coupled 
     with the potential cost savings over the life of the vehicles, 
     make Deere's proposal the best value for the government.  This is 
     consistent with the evaluation criteria in the RFP, which says 
     that the non-price Areas combined are significantly more 
     important than Price.  Therefore, I direct that award of this 
     contract be made to Deere & Co.

Source Selection Authority Decision at 6-7, Agency Report, Tab 33.

On May 29, TACOM awarded the contract to Deere on the basis of initial 
proposals.  Caterpillar requested and received a debriefing from 
TACOM.  This protest followed.  The agency has suspended contract 
performance pending resolution of the protest.

Caterpillar challenges the reasonableness of the agency's evaluation 
under virtually all of the areas, elements or factors and asserts that 
the offerors were treated unequally under the agency evaluation and 
source selection process.  Caterpillar also contends that, as a result 
of the flawed evaluation upon which the selection decision rests, that 
decision is unreasonable.

The evaluation of technical proposals is a matter within the 
discretion of the contracting agency since the agency is responsible 
for defining its needs and the best method of accommodating them.  
Matrix Int'l Logistics, Inc., B-277208, B-277208.2, Sept. 15, 1997, 
97-2 CPD  para.  94 at 4.  In reviewing an agency's evaluation, we will not 
reevaluate technical proposals, but instead will examine the agency's 
evaluation to ensure that it was reasonable and consistent with the 
solicitation's stated evaluation criteria.  Id.  An offeror's mere 
disagreement with the agency does not render the evaluation 
unreasonable.  Id.

We have reviewed all of Caterpillar's allegations and the record of 
the challenged evaluations.  From our review, we do not find that the 
agency acted unreasonably or treated offerors unequally, and find no 
basis to disturb the agency's evaluation and source selection 
decision.

The primary focus of Caterpillar's protests is the agency's evaluation 
of the offerors' warranty provisions.  These were evaluated under the 
least important factor under the most important element of the most 
important area, Logistics.  The RFP  sec.  M.3.1.2, at 91, informed 
offerors:

     Your warranty will be evaluated based on length, extent of 
     coverage, and ease of administration.

The RFP  sec.  L.3.1.2, at 82, instructed offerors to:

     Provide a written copy of your warranty and any applicable pass 
     through warranties.  This warranty will be incorporated into the 
     resultant contract.  A discussion of the warranty shall not be a 
     part of your oral presentation.

Caterpillar submitted its commercial warranty which provided coverage 
for 12 months/unlimited hours from the date of delivery.  In pertinent 
part, it stated:

     Caterpillar warrants [machines and attachments installed prior to 
     delivery] sold by it and operating within the area specified 
     under "Limitations" to be free from defects in material and 
     workmanship. . . . An additional warranty against breakage is 
     applicable to certain Caterpillar Ground Engaging Tools.  An 
     additional warranty against wear is also applicable to certain 
     weld-on landfill compactor plus tips.  Refer to the appropriate 
     warranty statement for coverage detail.  This warranty does not 
     apply to Caterpillar brand batteries which are covered by a 
     different warranty.

.     .     .     .     .

     Limitations

.     .     .     .     .
     Neither the foregoing express warranty nor any other warranty by 
     Caterpillar, express or implied, is applicable to any item 
     Caterpillar sells which is warranted to the user by its 
     manufacturer.

.     .     .     .     .

     This warranty applies to all geographic areas worldwide.  See 
     Attachment A - Caterpillar Dealer Directory for locations of 
     Caterpillar Dealer Facilities worldwide.

     As used in this warranty, the term "Caterpillar" means 
     Caterpillar Inc., or one of its subsidiaries, except Caterpillar 
     Overseas S.A., Caterpillar France S.A., Caterpillar (U.K.) 
     Limited, or Caterpillar Belgium S.A., whichever last sold the 
     product involved.

Agency Report, Tab 9,  sec.  1.1.2.

The SSEB noted that, although expressly requested by the RFP, 
Caterpillar failed to provide any pass-through warranties, i.e., 
warranties from the original manufacturers, when other than 
Caterpillar, to the user of the HYEX machines.  The SSEB determined 
this constituted a significant disadvantage because warranty coverage 
for components not manufactured by Caterpillar could not be assessed.  
The SSEB also determined that the definition of Caterpillar which 
excluded Caterpillar Overseas S.A. and three other foreign 
subsidiaries raised questions about the extent of coverage, which 
constituted a significant disadvantage.  For these and other 
disadvantages, Caterpillar's warranty received a marginal rating.  
Agency Report, Tabs 21 and 24.

Caterpillar contends that it did not need to provide pass-through 
warranties because its warranty specifically covered all of the items 
which Caterpillar sells to the agency (except Caterpillar batteries 
covered under another Caterpillar warranty); that is, the warranty was 
a bumper-to-bumper warranty under which Caterpillar agreed to warrant 
all items regardless of manufacturer.  Protest at 12-13; Protester's 
Comments, Aug. 14, 1998, at 12-13.

We find that the agency was reasonably concerned with the extent of 
Caterpillar's warranty coverage.  Although Caterpillar's warranty 
states, as it asserts, that it warrants all machines and attachments 
sold by it, the warranty also states: 

     Neither the foregoing express warranty nor any other warranty by 
     Caterpillar, express or implied, is applicable to any item 
     Caterpillar sells which is warranted to the user by its 
     manufacturer. 

We agree with TACOM that this language indicates that the Caterpillar 
warranty will not apply to components covered by the pass-through 
warranties of component manufacturers.  Since Caterpillar did not 
submit any pass-through warranties with its proposal, identify what 
components were covered by pass-through warranties, or state that no 
such warranties existed, we find that the agency was justifiably 
concerned with the extent to which the HYEX machines would be covered 
by Caterpillar's warranty.

Caterpillar also objects to TACOM's evaluation conclusion that 
Caterpillar's warranty excluded most of Caterpillar's overseas 
dealers, raising a serious concern regarding the extent of 
Caterpillar's warranty coverage.  The protester asserts that its 
warranty provides world-wide coverage and that, to the extent its 
warranty excluded specific subsidiaries from the definition of 
"Caterpillar", that exclusion is only applicable where the excluded 
subsidiaries "sell" machines to TACOM under the contract.  Because, 
the protester argues, "Caterpillar Inc." is identified as the offeror 
in the proposal, these subsidiaries would not be selling any machines 
to TACOM and the subsidiary exclusions are inapplicable here and do 
not limit its warranty's general world-wide coverage.  Protest at 
12-13; Protester's Comments at 10-12.

We do not find unreasonable TACOM's interpretation of Caterpillar's 
commercial warranty in this regard.  The warranty language defining 
Caterpillar reasonably indicates that a number of Caterpillar's 
subsidiaries and overseas dealers were excluded from the coverage of 
the warranty provisions.  At best, Caterpillar's asserted 
interpretation of the warranty provisions indicates that the language 
is ambiguous; that is, it is subject to two or more reasonable 
interpretations.  See Solar Foam Insulation, B-243059, July 2, 1991, 
91-2 CPD  para.  13 at 6.  Because the ambiguity creates reasonable doubt 
about the obligations of the excepted subsidiaries and associated 
dealerships to provide warranty service, the agency evaluation is 
reasonable.

Caterpillar argues that TACOM should have nevertheless known 
Caterpillar's interpretation of its warranty from the vibratory roller 
debriefing on May 6.  Protest, at 13-15.  The agency responds that 
Caterpillar's debriefing explanation of its warranty could not be 
considered in this procurement without conducting discussions with the 
offerors, because Caterpillar's oral explanation modified, rather than 
merely clarified, material terms of the proposal.  Contracting 
Officer's Statement  para.  12, at 3.  

We agree that consideration of Caterpillar's comments in the vibratory 
roller debriefing to correct the ambiguity of its warranty would have 
constituted discussions because they would have resulted in material 
proposal revisions.  Where, as here, a solicitation informs offerors 
that the agency intends to make award without conducting discussions, 
the agency is generally not required to conduct discussions with the 
offerors.  Robotic Sys. Tech., B-278195.2, Jan. 7, 1998, 98-1 CPD  para.  20 
at 11-12.  In the absence of conducting discussions with both 
offerors, TACOM reasonably did not consider Caterpillar's debriefing 
comments here.

Caterpillar next complains that its comparatively longer 12-month 
vehicle warranty should have been evaluated to be superior to Deere's 
6-month vehicle warranty.  Caterpillar argues that TACOM unreasonably 
focused on the length of Deere's 24-month engine warranty to the 
exclusion of the firms' overall warranty length.  Protest at 16; 
Protester's Comments at 15-17; Protester's Supplemental Comments, Aug. 
31, 1998, at 13-14.

From our review of the record, we find that the agency reasonably 
considered the respective merits of the firms' offered warranties.  
Although it is true that the SSA identified the length of Deere's 
engine warranty as a significant advantage in his source selection 
decision, the record does not support Caterpillar's allegation that 
the overall length of the firms' respective warranties was not 
reasonably evaluated.

The SSEB and SSA were aware of the overall length of the warranty 
coverage offered by the firms and that Caterpillar had offered overall 
longer warranty coverage.  This apparent advantage for Caterpillar, 
however, was mitigated by the reasonable concerns the agency had 
regarding exactly what was the extent of coverage offered by 
Caterpillar both in terms of the components covered and geographic 
applicability.  In contrast to Caterpillar's proposed warranty, Deere 
offered a vehicle warranty with finitely identified limits on the 
applicability, from which the agency could clearly identify terms of 
coverage for the warranty period.   Ultimately, the overall length of 
the firms' respective warranties was only one of a number of 
considerations weighed by the agency in its evaluation of the firms' 
proposed warranties.  

Caterpillar also argues that the agency placed unreasonable emphasis 
upon Deere's 24-month engine warranty, which was an identified 
strength for Deere in the source selection decision.  We disagree.  
The record shows that the Deere's 24-month engine warranty was only 
one of many factors considered by the agency in its assessment that 
Deere's proposed warranty should be evaluated as excellent.  Although 
the parties disagree as to the significance of engine problems in the 
historical record of warranty claims, the engine is without doubt a 
significant component of the HYEX machine.  Even accepting 
Caterpillar's data suggesting that hydraulic problems are more 
significant in terms of total warranty claims, that data shows that 
claims attributable to engine problems are still considerable.  See 
Protester's Comments at 16-17; Protester's Supplemental Comments at 
14.  Thus, putting aside the uncertainties in Caterpillar's warranty, 
Deere's engine warranty provides 12 more months of warranty service on 
the engine than does Caterpillar's, and this could reasonably be 
considered by the SSA in the source selection decision.

Caterpillar also complains that TACOM's evaluation of the firms' 
warranties reflects an overall pattern of unfair, disparate treatment.  
Specifically, Caterpillar asserts that Deere's proposed warranty was 
similar to Caterpillar's with regard to pass-through warranties, ease 
of administration, and requirements for proper maintenance, but was 
not similarly downgraded.

Regarding pass-through warranty limitations, Caterpillar complains 
that Deere did not provide all applicable pass-through warranties and 
that the pass-through warranties provided by Deere contained language 
limiting the coverage of the pass-through warranty to items 
manufactured by the pass-through warranty provider.  Caterpillar 
contends that Deere should have been downgraded as Caterpillar was for 
its failure to provide any pass-through warranties.

Caterpillar's and Deere's proposals were not similar in this regard.  
Unlike Caterpillar's proposal, Deere identified the specific 
components for which pass-through warranties would be applicable and 
included pass-through warranties.  Agency Report, Tab 8.  Although 
Deere did not provide all of the pass-through warranties identified in 
the warranty document, the proposal left no doubt as to what parts of 
the vehicle were warranted by Deere, and what parts were warranted by 
other manufacturers.  Thus, unlike Caterpillar, Deere's warranty did 
not contain an open-ended limitation on the application of the 
warranty.  The agency's evaluation reasonably reflected the much 
greater certainty the agency had as to what warranty coverage would be 
received from Deere as opposed to the substantial uncertainty posed by 
Caterpillar's failure to provide or identify any pass-through 
warranties.

Caterpillar also complains that TACOM did not evaluate the firms' 
warranties equally with regard to ease of administration because both 
offerors' warranties were identical on this point, and the agency 
considered information from Deere's oral presentation in its 
evaluation which was prohibited under the RFP instructions.  
Supplemental Protest, July 17, 1998, at 5-6; Protester's Comments at 
8-10.

We find that the offerors' warranties were not essentially identical 
with regard to warranty administration.  As stated by Deere in its 
oral presentation, Deere's federal accounts manager will facilitate 
warranty implementation with Deere dealers on the agency's behalf, 
both at vehicle hand-off, and when the agency transfers a vehicle to 
another location.  Agency Report, Tab 10; Agency Supplemental Report, 
Tab 46, Videotape (VT) 1.  Caterpillar in its oral presentation 
addressed warranty implementation under vehicle hand-off procedures, 
by informing the agency that Caterpillar's dealers were responsible 
for this task.   Agency Report, Tab 11, Agency Supplemental Report, 
Tab 47, VT 1.  The agency reasonably concluded that having one person 
responsible for this task, as opposed to having to deal with this 
through many dealers, was an obvious advantage in ease of 
administration.

As noted above, TACOM's evaluation of this information was based on 
the firms' oral presentations.  Although the RFP  sec.  L.3.1.2, at 82, 
instructs offerors not to discuss their warranties in their oral 
presentations, the preceding section of the RFP instructs offerors to 
discuss their "approach and plans for meeting the requirement for 
vehicle hand-off in [section] C.8."  The RFP  sec.  C.8(c), at 36,  
(vehicle hand-off requirement), sets forth the warranty activation and 
administration requirement for offerors.  The RFP thus separated the 
presentation of the terms of the warranty from the offeror's warranty 
administration procedures.  Both offerors addressed warranty 
administration under vehicle hand-off procedures in their oral 
presentations.  We thus conclude that the agency's evaluation of ease 
of warranty administration based on the vehicle hand-off section of 
oral presentations was not prohibited by the RFP, and that the 
offerors were treated equally in this regard.

Caterpillar also complains that the SSEB was concerned with the proper 
maintenance requirements of Caterpillar's warranty, where both 
offerors' warranties contained express exclusions of warranty claims 
resulting from improper maintenance.  Agency Report, Tabs 8, 9.  The 
record shows that the agency was concerned with Caterpillar's warranty 
because the warranty stated that the user was responsible for use of 
proper oil lubricants and Caterpillar previously had expressed to 
TACOM its opposition to the use of a military oil lubricant in parts 
of Caterpillar's machines.  Agency Supplemental Report, Aug. 4, 1998, 
Tab 51.  That same lubricant is specified for use under this RFP.  
Accordingly, the SSEB was concerned with the scope and coverage of 
Caterpillar's warranty in light of the anticipated use of military oil 
lubricants.  Contracting Officer's Supplemental Statement  para.  5-9, at 
1-3; see Agency Report, Tab 24.  The agency did not express similar 
reservations with the proper maintenance requirements of Deere's 
warranty, because there was no indication that Deere viewed the 
agency's anticipated maintenance in general, or the use of military 
oil lubricants in particular, to be a concern.  We see no evidence of 
unequal treatment in this regard.

In sum, we find no basis to object to the agency's evaluation of 
proposals under the warranty factor, which was the primary focus of 
Caterpillar's protest.  As indicated, Caterpillar also raised numerous 
other objections to the agency's evaluation and source selection.  We 
have considered all of these other issues in depth and also find that 
they do not provide any basis to object to the agency's evaluation and 
source selection.

For example, Caterpillar complains that it was unreasonable for the 
agency not to evaluate Caterpillar's proposal superior to Deere's 
under the support factor, where Caterpillar has a global network with 
more dealer locations than that offered by Deere.  Similarly, 
Caterpillar alleges that the agency unreasonably failed to evaluate as 
a significant advantage under the unique tools element Caterpillar's 
proposal of fewer unique tools than Deere.  Protest at 17-19; 
Protester's Comments at 21-22, 26-28.  Here, the agency required 
worldwide support to ensure service in a variety of locations, and a 
minimum of unique tools so as not to burden the Army's logistics 
system.  RFP  sec.  L.3.1.1(a), M.3.1.1, M.3.3, at 81, 91, 92.

While the RFP undisputedly provides for evaluating such differences in 
both instances, the protester's arguments ignore the application of 
reason within the confines of a best value procurement such as this.  
Since the overarching and obvious purpose is for the government to 
obtain the best value product or service, logical principles for 
valuing goods and services, such as the law of diminishing returns, 
must apply.

Specifically, Caterpillar's worldwide network has 1,217 dealer 
locations compared to Deere's 884.  Agency Report, Tabs 10, 11.  The 
agency evaluated both as expansive networks exceeding its needs.  
Contracting Officer's Statement  para.  24, at 9; Agency Report, Tabs 14, 
23.  The protester does not present any evidence to show that the 
agency will actually benefit from Caterpillar's additional dealer 
locations.  Moreover, the number of dealer locations was only one 
consideration in the agency's evaluation of the offerors' demonstrated 
ability to provide support.  The agency found that both Caterpillar's 
and Deere's were excellent in their demonstrated ability to meet the 
support requirements.  

Similarly, Caterpillar proposed 210 unique tools while Deere proposed 
259.  Agency Report, Tabs 16, 25.  The agency found that the large 
number of unique tools proposed by both offerors placed "a very heavy 
burden" on [the agency's] logistics system" and evaluated the firms' 
proposals as "marginal" for this  element.  Id.  The SSA was informed 
of the exact number of unique tools proposed by each offeror and was 
aware that Caterpillar had offered less unique tools than had Deere.  
Although Caterpillar proposed less unique tools than Deere, the number 
of tools proposed was still far more than desired.  We have no basis 
to question the agency's conclusion that both firms' proposals were 
marginal under the unique tools element.  

Caterpillar also complains that it was unreasonable for the agency to 
evaluate both firms' proposals similarly under the rock drill 
integration element because Caterpillar has experience successfully 
integrating rock drills onto excavators and Deere has no experience in 
this area.  Protest at 19-20.  

The RFP stated that this element would be evaluated by "assess[ing] 
the risk involved with the integration of the rock drill onto the Type 
II HYEX."  RFP  sec.  M.4.3, at 92.  Offerors were instructed to describe 
in their oral presentation how they would minimize risk involved with 
installing the rock drill by covering relevant issues, and the RFP 
identified four such issues.  Id.  sec.  L.4.3, at 84.  Deere addressed 
each of the issues in detail, and the agency determined that Deere's 
proposal provided a detailed integration plan, good quality control 
procedures, and use of a qualified subcontractor with a history of a 
sound working relationship with Deere and of performing quality 
modifications on Deere's products.  Agency Report, Tab 17.  
Caterpillar, on the hand, addressed the issues identified in the RFP 
on a "cursory level" and the SSEB determined:

     The lack of detail concerning the critical installation 
     procedures, on its own merits, provides only a moderate degree of 
     confidence that the risk is low.  However, the fact that 
     Caterpillar manufactures, assembles, and installs their own rock 
     drills is a significant risk mitigator.

Id., Tab 26.

The SSEB concluded that risk under this element was very low for both 
proposals, albeit for different reasons, and rated both as excellent 
under this element.  Id., Tabs 17, 26.  The record supports the 
agency's evaluation ratings.  Although Caterpillar argues that 
experience must be a discriminator in the evaluation of risk under 
this element, the RFP did not identify experience in this integration 
procedure as either a requirement or one of the issues to be addressed 
in proposals.  Rather, offerors were generally instructed at the 
pre-proposal conference that in order to perform well under the 
evaluation process, offerors should "specifically" explain their 
approaches to addressing the requirements and "not rely on [their] 
experience or reputation in industry to convince [the agency.]"  Id., 
Tab 6, at 64.  As noted above, Deere explained its approach in detail 
during its oral presentation, while Caterpillar did not.[4]  Thus, 
Caterpillar provides no basis to object to the agency's evaluation in 
this regard.

Caterpillar also complains that the agency failed to distinguish 
between the relevancy of Deere's and Caterpillar's prior contracts in 
the evaluation under the past performance element.  Essentially, the 
protester alleges that the agency should have found Caterpillar's 
proposal superior to Deere's under past performance because 
Caterpillar's contracts were allegedly more relevant to this 
procurement than are those identified for Deere and its 
subcontractors.  Protest at 8-10, 22-24.

The RFP  sec.  M.6.1, at 93, stated that the past performance element would 
be evaluated as follows:

     We will assess performance risks associated with your likelihood 
     of success in performing the solicitation's requirements.  The 
     evaluation will consider your record of the following:
     a.  Conformance to specifications and standards of good 
     workmanship (Both hardware and data)
     b.  Adherence to delivery schedules
     c.  Reasonableness, cooperative behavior, and commitment to 
     customer satisfaction
     d.  Subcontractor management.

The RFP  sec.  L.6.1(a), at 85, instructed offerors to provide information 
on recent, relevant contracts and defined relevant contracts as 
follows:

     2.  Relevant contracts are those which are similar in scope to 
     the requirements of this solicitation.  Each past contract does 
     not have to meet all of the criteria below to be considered 
     relevant, but interested especially in those contracts that 
     included:
     a) Similar hydraulic excavator technology (tracked or wheeled)
     b) Military unique or custom work for commercial customers
     c) Volume production
     d) Manuals, both commercial and military
     e) New Equipment Training.

Thus, the RFP provides for the evaluation of past performance based 
upon contracts of similar scope.  The agency found that both 
Caterpillar and Deere presented relevant contracts for evaluation.  
While Caterpillar complains that its reported contracts were of 
greater complexity, such that it should have been entitled to a higher 
evaluation score, the record shows that the primary reason for the 
agency's differentiation between these two offerors is that 
Caterpillar's contract references reported instances of late 
performance in delivering modified user manuals, as will be required 
here, and some difficulty with cooperative behavior and commitment to 
customer satisfaction under contracts where late performance has 
occurred.  Agency Report, Tab 29, at 6-13, 18.  Although Caterpillar 
disagrees with the extent of its responsibility for such performance 
problems, it does acknowledge partial responsibility.  Protester's 
Comments at 36.[5]  On the other hand, Deere was rated highly, without 
exception from any contract reference, under all four criteria stated 
under this evaluation element.  Agency Report, Tab 20 at 10, 15-16.  
Although Caterpillar's problems occurred on more complex, relevant 
contracts than Deere has performed, the marked differences in 
performance histories exist, and we find that the agency's evaluation 
on this basis is reasonable and consistent with the stated evaluation 
criteria.

Caterpillar also challenges TACOM's cost/technical tradeoff decision, 
arguing that the decision was based upon the allegedly flawed 
technical evaluation and that Caterpillar's proposed price was 
approximately $7.3 million lower than that of Deere.  We do not find 
that Caterpillar's arguments provide us with any basis to question the 
SSA's selection decision.  As explained above, we find that the 
agency's technical evaluation was reasonable.  Although Caterpillar 
proposed a lower price than Deere, the SSA considered Caterpillar's 
lower price and found that it was outweighed by significant advantages 
offered by Deere's proposal.  This decision, which was well documented 
by the SSA, is consistent with the RFP award criteria and is 
reasonable.  Matrix Int'l Logistics, Inc., supra, at 14.

In sum, we have examined the record in response to all of 
Caterpillar's allegations.  The record shows that the agency 
reasonably evaluated both offerors proposals, treated both offerors 
equally, reasonably considered the relative value of differences in 
the proposal, and based its source selection decision on a reasonable 
best value analysis that, as evidenced by the details discussed in the 
source selection document quoted previously, was consistent with the 
stated evaluation plan.  The protest provides no basis to disturb that 
decision.

The protest is denied.

Comptroller General
of the United States

1. HYEX Type I is used for general excavation, digging, trenching and 
lifting operations.  A HYEX Type II is a Type I machine with a rock 
drill attachment used in quarry operations.  A Type III is a larger, 
heavier machine also used in quarry operations.  Contracting Officer's 
Statement  para.  4, at 1.

2. The first two elements under the technical area--Type I/II and Type 
                                  III bucket and stick force--were not 
                                  adjectivally evaluated but were 
                                  initially evaluated on a pass/fail 
                                  basis.  Both proposals passed these 
                                  requirements.  The evaluation 
                                  results, comparing bucket and stick 
                                  force and operational weight in 
                                  pounds, were provided to the SSA for 
                                  consideration in his source 
                                  selection decision:
                                  
       Element                               Caterpillar   Deere

       Type I/II Bucket Force                29,700        34,800

       Type I/II Stick Force                 25,400        25,700

       Type I/II Weight                      53,200        54,700

       Type III Bucket Force                 42,300        41,600

       Type III Stick Force                  37,400        37,000

       Type III Weight                       63,300        67,500

3. Because the expected field life of the HYEX is 15 years, the agency 
intends to acquire replacement parts for the vehicles under separately 
awarded DVD contracts.  The cover letter of the RFP, at pages 1 
through 2, stated that the awardee would be required to submit a 
proposal for, and negotiate a DVD contract for repair parts over the 
term of the HYEX contract.

4. Although Caterpillar states that it provided more slides for the 
rock drill integration portion of the presentation than did Deere, 
Protester's Comments at 28, the record does not support Caterpillar's 
suggestion that its rock drill integration presentation was as 
detailed as Deere's.  Specifically, the agency found as a disadvantage 
Caterpillar's "lack of detail concerning the critical installation 
procedures."  Agency Report, at Tab 26.  Deere asserts that, instead 
of addressing in detail the information actually requested by the RFP, 
Caterpillar spent "an inordinate amount of time during its oral 
presentation merely describing the individual parts, components, and 
operation of its rock drill and HYEX vehicles."  Intervenor's 
Comments, at 53 n.28; see Agency Supplemental Report, Tab 47 at VT 2.  
Caterpillar does not rebut this assertion.  

5. Caterpillar also complains that it was not given an opportunity to 
comment on the reports of its adverse past performance.  FAR  sec.  15.610, 
as applicable to this procurement, however, did not require the agency 
to provide such an opportunity where the agency did not otherwise 
conduct discussions.  International Data Prods., Corp. et al., 
B-274654 et al., Dec. 26, 1996, 97-1 CPD  para.  34 at 17.