BNUMBER:  B-280429; B-280429.2; B-280429.3 
DATE:  September 30, 1998
TITLE: Securiguard/Group 4 Joint Venture, B-280429; B-280429.2; B-
280429.3, September 30, 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:Securiguard/Group 4 Joint Venture

File:     B-280429; B-280429.2; B-280429.3

Date:September 30, 1998

Karen D. Powell, Esq., and Joseph J. Petrillo, Esq., Petrillo & 
Powell, for the protester.
Dennis J. Gallagher, Esq., Department of State, for the agency.
Christina Sklarew, Esq., and Paul Lieberman, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

Protest that agency improperly downgraded joint venture's past 
performance evaluation based on reported allegations of corruption 
during past contract performance by one joint venture partner is 
denied where agency raised its concern about the allegations during 
discussions and the protester's response substantially corroborated 
the agency's concern by conceding the existence of "irregularities" 
and acknowledging that the protester was conducting an ongoing 
investigation, and the response failed to provide adequate explanation 
of past actions, give specific assurance of how any recurrence would 
be prevented, or otherwise resolve agency's legitimate concerns.

DECISION

Securiguard/Group 4 Joint Venture (S/G4)[1] protests the Department of 
State's award of a contract to Securis under request for proposals 
(RFP) No. S-BE200-97-R-0036, for guard services for the American 
Embassy in Brussels, Belgium.  S/G4 primarily alleges that the agency 
misevaluated the protester's past performance.  

We deny the protest.

The RFP, issued on July 18, 1997, contemplated the award of a 1-year 
guard services contract with four 1-year options.  Section L of the 
solicitation instructed offerors to submit their offers in five 
volumes, which were to include executed standard forms, price 
proposal, technical proposal, business management proposal, and a 
statement regarding the offeror's eligibility for preference as a U.S. 
entity.  For the technical proposal, the RFP required offerors to 
include a management plan and a description of past performance and 
experience.  Under the past performance requirement, offerors were to 
list all contracts and subcontracts that the firm (or each partner in 
a joint venture) had performed over the past 3 years for the same or 
similar work.  The RFP provided a detailed list of the information 
that should be included for each contract and subcontract, and stated 
the type of information that might be discussed with references 
provided in the proposal.  In addition, section L.1.3.3(b)(1) of the 
RFP advised that:

     in the Government's evaluation of past performance, it may use 
     past performance information obtained from sources other than 
     those identified by the Offeror.  However, if any information 
     obtained is considered unfavorable, an Offeror will have an 
     opportunity to address this information as a part of its Best and 
     Final Offer (BAFO), if BAFOs are requested.

In Section M, the RFP advised offerors that technical proposals would 
be scored on a 60-point scale, and set forth the relative weight to be 
assigned to each of the factors and subfactors, as follows:

A.  Management Plan                     30 points
        1. Organization and Management  10 
        2. Inspection System             5
        3. Key Personnel                10
        4. Training Program              5

B.  Experience and Past Performance     20 points
        1. Past Performance and Experience15
        2. Experience in use and maintenance
            of property                  5

C.  Preliminary Transition Plan         10 points

In section M.3, the RFP provided the applicable formula for 
calculating price scores, based on a 40-point scale.  Each proposal's 
technical score would be added to its price score to calculate overall 
score.  An additional 5 points would be added to the scores of firms 
that were determined eligible to receive a preference as a U.S. person 
or qualified U.S. joint venture, as established by statute, 22 
U.S.C.A.  sec.  4864(c)(7) (West Supp. 1998), and explained in the RFP, and 
the proposal receiving the highest total point score would be 
considered to represent the best value to the government.

The Department of State received six offers by the closing date for 
receipt of initial proposals, including S/G4's and Securis's.  A 
technical evaluation panel (TEP) reviewed and scored the initial 
proposals.  The TEP awarded S/G4's technical proposal 46 points, 
assigning a score that was at or within 1 point of the maximum 
attainable score for each of the subfactors except past performance 
and experience; under this subfactor, S/G4 received only 5 of the 
available 15 points.  The TEP recognized that the protester 
demonstrated recent experience in successfully managing guard 
contracts of similar nature, but noted no strength, and indicated the 
following weakness:

     Reference checks revealed public information indicating possible 
     unscrupulous business practices.  (See attached newspaper clips 
     dated August 1997).  Until this matter is resolved, it raises the 
     question of whether the U.S. Government can afford to be 
     associated with this company.
     
Guard Contract Technical Evaluation Sheet, Narrative Supporting 
Assigned Scores, Dec. 2, 1997, S/G4 at 2.

The August 1997 newspaper articles attached to the TEP's evaluation 
referred to a security contract for more than 60 buildings in the 
European Union in Brussels, which Group 4 Securitas began performing 
in November 1992, and which was to be completed in November 1997.  The 
article referred to "large-scale corruption," both in obtaining the 
contract and in its performance, alleging, for instance, that a "large 
number of persons . . . were paid a salary by [Group 4] Securitas, 
without providing any services."  Agency Report at 20.  The article 
also alleged that "the managing director of [Group 4], the person 
primarily responsible for the contract and for the related corruption 
. . . was removed from the Belgian subsidiary only at the end of 1995, 
i.e. two years after the discovery of the fact, and reassigned to the 
international department of the group."  Agency report at 22.  

The TEP awarded Securis's technical proposal 59 points.  Securis's 
price was [deleted] Belgian Francs (BF), earning it a price score of 
[deleted] points, while S/G4's price was[deleted] BF, resulting in a 
score of [deleted] points.[2]  Thus, Securis's combined technical and 
price score for its initial proposal was [deleted] points and S/G4's 
combined score, after the addition of 5 U.S. joint venture preference 
points, was [deleted] points.

The contracting officer determined that the competitive range should 
include the initial offers submitted by S/G4, Securis, and one other 
slightly lower-rated firm.  Discussion letters were sent to the 
competitive range offerors, requesting written responses and best and 
final offers (BAFO) by May 8, 1998.  The contracting officer's letter 
to the protester noted one weakness in S/G4's proposal concerning its 
relief guards, and then specified the following agency concern:

     Also, in 1997 various articles in the local press revealed 
     fraudulent practices by some of your company's executive officers 
     concerning a contract with the European Union.  We would like to 
     know what was the outcome in this case and what measures were 
     taken to prevent this from reoccurring and how your company will 
     comply with the contract and maintain applicable standards of 
     conduct.
     
Contracting Officer's April 22, 1998 letter to S/G4.

The contracting officer's letter to Securis included only questions 
regarding the firm's price proposal.  Contracting Officer's April 22, 
1998 letter to Securis.  

All three competitive range offerors submitted responses to the 
discussion questions.  In its response, S/G4 provided additional 
information regarding its relief guards and responded to the agency's 
main concern with the following "European Commission statement":

     1.  The allegations made against former executive officers of our 
     company in various articles in the local press in 1997 related to 
     the acquisition of the European Commission (EC) guarding contract 
     in 1992 and the implementation of this contract in its early 
     stages.

     2.  These allegations have been thoroughly investigated by us as 
     well as our parent company, Group 4 Securitas (International) 
     B.V. The investigation has not yet been fully completed.  It 
     seems, however, that in respect of the contract in question 
     certain irregularities involving our company may indeed have 
     taken place, whilst other allegations in the press have proven to 
     be incorrect.

     3.  Since this episode, new management has been put in place in 
     our company:  the officer, who had management responsibility for 
     our company at the time, has since left the Group.  Since 1994, 
     we have introduced new procurement and contract compliance 
     procedures in our company.  Our company also obtained ISO 9000 
     accreditation.

     4.  It is our policy to continuously strive to improve the 
     quality of our services and performance.  We are confident that 
     under the present circumstances and modus operandi of our 
     company, there cannot be a recurrence of any historic bad 
     practice.

S/G4 Response to Discussion Questions, Enclosure C.

The protester also increased its price to [deleted] BF (approximately 
$[deleted]).  S/G4 BAFO at 11.  Securis submitted its BAFO, reducing 
its price to 278,628,853 BF (approximately $7.02 million).  Price 
Negotiation Memorandum at 1.   The TEP reviewed the BAFO submissions 
and determined a consensus evaluation score for each of them.[3]  
Based on the additional information S/G4 had provided regarding its 
guards, the TEP increased its technical score in this area by 1 point.  
The TEP did not change S/G4's technical score for past performance, 
noting no strengths in this area in its evaluation report, and noting 
the following weakness:

     Reference checks revealed publicly known questionable business 
     practices reported in Belgium news media.  Allegations concerning 
     certain irregularities involving Group 4 are alleged to have 
     taken place.
     
Guard Contract Technical Evaluation Sheet, Narrative Supporting 
Assigned Scores, May 22, 1998, S/G4 at 2.

In a memorandum documenting the negotiations and source selection 
decision, the contracting officer similarly stated:

     Best and Final addressed the question of the relief guards in 
     relation to organization and management.  However, allegations 
     concerning certain irregularities involving Group 4 Securitas are 
     alleged to have ... taken place and remain a point of concern for 
     Post.
     
Price Negotiation Memorandum at 1-2.

S/G4's BAFO received 47 technical points and 38.65 price points, and 
after the addition of 5 points for the U.S. person preference, the 
total score was 90.65 points.  Securis's BAFO received 59 technical 
points and 37.08 price points, resulting in a total score of 96.08 
points.  Price Negotiation Memorandum, Attachment B at 1.  The third 
offeror's total score was the lowest.

The contracting officer selected Securis for award, based on the 
firm's highest total point score.  Price Negotiation Memorandum at 2.  
After receiving notice of the award to Securis, S/G4 requested and 
received a debriefing, and this protest followed.

S/G4 primarily challenges the agency's evaluation of its proposal 
under the past performance evaluation factor, alleging that the firm's 
low score in this area reflected an arbitrary and unfair evaluation 
that was not properly documented.

In reviewing the allegations concerning the propriety of a technical 
evaluation, we do not independently evaluate proposals or substitute 
our judgment for that of the agency evaluators, but rather review the 
evaluation to ensure that it was reasonable and consistent with the 
terms of the solicitation and applicable law and regulations.  Proteus 
Corp.; United Int'l Eng'g, Inc., B-270094, B-270094.2, Feb. 8, 1996, 
96-1 CPD  para.  165 at 4.  A protester's mere disagreement with the 
agency's evaluation does not render it unreasonable.  CORVAC, Inc., 
B-244766, Nov. 13, 1991, 91-2 CPD  para.  454 at 5.

Here, the RFP stated that the agency could use past performance 
information obtained from sources other than those identified by the 
offeror when it evaluated each offeror's past performance. The agency 
report summarizes the allegations that the TEP considered in its 
evaluation of S/G4's past performance as follows:
     
     1) Group 4 obtained the European Union security guard services 
     contract in 1992 by corrupt means;

     2) additional corruption problems occurred during contract 
     performance, including the payrolling of persons who performed no 
     work on the contract;

     3) the practices were sanctioned by senior Group 4 managers; and 

     4) Group 4 acted slowly and ineffectively in response to the 
     problems, reassigning the principal culprit rather than 
     dismissing him.

Agency Report at 34.

S/G4 raises a number of specific objections to the past performance 
evaluation:  that the allegations were "stale"; that the agency failed 
to give evaluation credit for many other, successfully completed 
contracts listed in the protester's proposal; that the agency 
evaluated the competing proposals in an inconsistent manner; that the 
agency failed to consider steps S/G4 has taken to prevent recurrence 
of the alleged problems; and that the allegations only concerned one 
member of the 3-firm joint venture (Group 4 Securitas), whose role 
S/G4 characterizes as "providing administrative resources only and 
support in meeting Belgian licensing and labor requirements."  Protest 
Comments of August 14, 1998, at 4.  In essence, S/G4 argues that the 
evaluation was unreasonable because the agency gave the allegations of 
corruption too much significance:  so much significance that they 
could not be mitigated by the passage of time, could not be outweighed 
by good performance under other contracts, could not be treated like 
other types of performance problems, and could not be corrected by the 
offeror's generalized assurances that they would not recur.  We do not 
find these arguments persuasive.  

We recognize an agency's interest in ensuring the highest level of 
reliability and effectiveness in guard services contracts, see 
generally Integrity Int'l Sec. Servs., Inc., B-276012, May 1, 1997, 
97-1 CPD  para.  157 at 2-3, and find the agency's reasoning here 
unobjectionable.  In particular, the record does not support S/G4's 
assertions; indeed, S/G4's explanation letter in its BAFO 
substantially corroborates the agency's concerns.  For example, while 
the protester characterizes the allegations as "stale," it stated in 
its BAFO response that the company's investigation had not yet been 
completed.  While it argues in its protest comments that "S/G4 made an 
appropriate and adequate response . . . which should have completely 
allayed the Embassy's concerns," Protest Supplement of July 21, 1998, 
at 10, its BAFO response in fact conceded that "certain 
irregularities" had taken place and provided only generalized and 
conclusory statements regarding corrective steps that had been taken.  
Although S/G4 stated that "the officer who had management 
responsibility for our company at the time has since left the Group," 
S/G4 Response to Discussion Questions, Attachment C, it has not 
mentioned any action taken against other employees or managers who 
actually participated in the admitted "irregularities," nor does it 
address the fact that the managing officer was apparently permitted to 
transfer within the organization, and was not dismissed.  Regarding 
the limited role of Group 4 Securitas, this firm is described in 
S/G4's proposal as "the Operating Team Member," which has "full 
authority and support of Securiguard Inc. and the Group 4 companies 
for implementation and management of the security services provided 
under this contract."  S/G4 Proposal, Executive Summary at 2.  

In sum, S/G4 did not refute the allegations with a detailed factual 
account of its past, present or future actions.  On the contrary, the 
protester conceded both that its own investigation of the matter was 
still not complete--without disclosing any specifics regarding the 
results of the investigation thus far, or why it was taking so 
long--and that "certain irregularities involving our company may 
indeed have taken place," without any indication of what those 
"irregularities" involved.  Further, although the agency expressly 
asked for information regarding "what measures were taken to prevent 
this from recurring and how your company will comply with the contract 
and maintain applicable standards of conduct," the protester's reply 
essentially provided only conclusory statements, vaguely referring to 
"new procurement and contract compliance procedures" that were 
introduced in 1994, without specifying what those procedures were, and 
generalized assurances about the firm's policies and its confidence 
that there will be no recurrence of bad practices.  In these 
circumstances, S/G4's explanation essentially confirms its 
problematical past performance, and the Department of State reasonably 
concluded that S/G4 had not provided any meaningful refutation of the 
allegations concerning its past performance, and that those unresolved 
charges of corruption in the past cast sufficiently serious doubt 
about S/G4's past performance to warrant a low ranking in this area.  
While S/G4 also complains that it was not credited for successful past 
performance that it listed in its proposal, in fact, the record 
discloses that the TEP did recognize and credit S/G4 for 
"demonstrat[ing] recent experience in successfully managing guard 
contracts of similar nature."  Guard Contract Technical Evaluation 
Sheet, Narrative Supporting Assigned Scores, May 22, 1998, S/G4 at 2.

S/G4 also argues that the evaluation and source selection were 
inadequately documented, and that gaps in the record "make it 
impossible to understand the basis for award."  Protest Supplement of 
July 21, 1998, at 15.  On the other hand, the protester asserts that 
"[i]t is clear from the record that the major reason why Securis 
emerged as the awardee instead of S/G4 was because the firm received a 
score of 15 for past performance and S/G4 only received a score of 5."  
Id., at 16.  

To the extent S/G4 is arguing that the TEP failed to provide any 
contemporaneous documentation of the basis for the score it assigned 
S/G4's past performance when it reviewed S/G4's response to the 
discussion questions, we agree that the evaluation record could have 
been more complete.  An agency must document its evaluation and source 
selection documents in sufficient detail to show that they are not 
arbitrary.  See U.S. Defense Sys., Inc., B-245563, Jan. 17, 1992, 92-1 
CPD  para.  89 at 3.  Here, we conclude that the agency has met that 
standard.  There is sufficient information in this record to 
demonstrate that the protester's BAFO responses were in fact 
considered; the fact that S/G4's score did not increase after it 
responded to discussion questions reflects that the inadequate 
additional information provided in those responses did not persuade 
the evaluators that an increase in S/G4's score for past performance 
was warranted.  In addition to the consensus evaluation report 
prepared by the TEP after discussions, the contracting officer 
prepared a memorandum documenting the negotiations, commenting on 
S/G4's discussion responses as follows:

     Best and Final addressed the question of the relief guards in 
     relation to organization and management.  However, allegations 
     concerning certain irregularities involving Group 4 Securitas are 
     alleged to have ... taken place and remain a point of concern for 
     Post.

Price Negotiation Memorandum at 1-2.

In light of our determination, above, that the agency's conclusions 
regarding S/G4's past performance were reasonable and supported by the 
record, we are not persuaded that the lack of a fuller, 
contemporaneous record of the TEP's analysis on this point calls into 
question these conclusions.[4]

To the extent S/G4 is arguing that the source selection decision was 
inadequately documented, S/G4 misconstrues the basis for award, as 
established in the RFP.  Section M of the RFP provides a specific 
formula to arrive at the overall proposal score "[t]o determine which 
proposal represents the best value according to technical and price 
factors."  Under this formula, the technical score (calculated on a 
60-point scale) and the price score (calculated on a 40-point scale) 
were added together, along with 5 points to reflect a preference for 
U.S. entities, where applicable.  Here, Securis' BAFO received an 
overall proposal score of 96.08 points, while S/G4's final score was 
90.65 points.  The protester argues that the agency was required to 
perform a cost/technical tradeoff analysis to determine whether 
Securis's technical superiority was worth the associated cost premium.  
This argument is misplaced. The cost/technical tradeoff formula stated 
in the RFP already accounted for both technical merit and cost.  Our 
Office has specifically recognized the permissibility of using such a 
formula in selecting an offeror.  General Offshore Corp.--Riedel Co., 
a Joint Venture, B-271144.2, B-271144.3, July 2, 1996, 96-2 CPD  para.  42 
at 7-8; Tulane Univ., B-259912, Apr. 21, 1995, 95-1 CPD  para.  210 at 4.  
Because Securis's BAFO earned the highest combined cost/technical 
score under the specified formula, the agency was not required to 
perform any further cost/technical tradeoff analysis to justify the 
selection decision.  Id.  To the extent S/G4 is objecting to the use 
of the formula to determine the best value, its objection is untimely 
raised, since the formula was specified in the RFP; protests based 
upon alleged improprieties in a solicitation which are apparent prior 
to the closing time for receipt of initial proposals must be filed 
prior to that closing time.  4 C.F.R.  sec.  21.2(a)(1) (1998).

S/G4 has raised a number of other objections relating to the propriety 
of the  evaluation of its proposal in connection with certain other 
evaluation factors.  However, these alleged improprieties could result 
in no competitive prejudice to S/G4 under the evaluation, in light of 
our determination, above, that the agency's evaluation and rating of 
past performance were reasonable.  Under the BAFO evaluation, the 
protester received scores under each of the remaining evaluation 
factors that were at or only 1 point short of the maximum score.  Even 
if S/G4 had received the maximum number of points available under each 
of the remaining evaluation factors, its overall score would remain 
lower than Securis's score.[5]  Since competitive prejudice is an 
essential element of a viable protest, see Lithos Restoration, Ltd., 
B-247003.2, Apr. 22, 1992 92-1 CPD  para.  379 at 5, we will not consider 
these objections to the evaluation.

The protest is denied.

Comptroller General
of the United States  

1. The protesting firm is a joint venture consisting of three 
companies:  Securiguard, Inc., and Group 4, Inc., both U. S. 
corporations, and Group 4 Securitas-IMS S.A., a Belgian firm.

2. Under the exchange rate provided in the agency report, 36.69 BF to 
$1, the proposed prices are in the range of $6 to $7 million.

3. Although the protester has questioned whether the technical 
evaluation of its BAFO was conducted by the full TEP, because only one 
member signed the evaluation sheet included in the agency report, all 
four members signed an affidavit submitted to us in a supplemental 
agency report attesting to the fact that the evaluation was a 
consensus effort, and that the member who signed the evaluation report 
did so as a representative of the entire panel.

4. We note, however, that the practices described in the agency 
report--maintaining only minimal documentation and routinely 
destroying individual evaluations after consensus is reached--intended 
to streamline the process and minimize the administrative burdens on 
post personnel--might not be adequate in a different fact situation, 
for example, where the basis for the consensus scores was not 
immediately apparent without additional information.

5. If S/G4 received a perfect score under each of the remaining 
technical evaluation factors, it would have 30 points for Management 
Plan, 10 points for Experience and Past Performance, and 10 points for 
Preliminary Transition Plan, resulting in a technical score of 50 
points (on a 60-point scale).  Added to its 38.65 price points and its 
5 U.S. preference points, its overall total score would have been 
93.65 points, which would remain lower than Securis's overall score of 
96.08 points.