BNUMBER:  B-281693 
DATE:  March 22, 1999
TITLE: Opti-Lite Optical, B-281693, March 22, 1999
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Matter of:Opti-Lite Optical

File:     B-281693

Date:March 22, 1999

Jeffrey L. Sachs for the protester.
Phillipa L. Anderson, Esq., Merilee D. Rosenberg, Esq., and Philip 
Kauffman, Esq.,  Department of Veterans Affairs, for the agency.
Linda C. Glass, Esq., and Paul I. Lieberman, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

Source selection decision is not reasonable where the record does not 
provide any documentation or explanation which supports the 
price/technical tradeoff, and the award determination was based 
entirely on a comparison of total technical and price point scores 
under a solicitation which does not provide for such a point-based 
tradeoff.  

DECISION

Opti-Lite Optical protests the award of a contract to Classic Optical 
Laboratories, Inc. under request for quotations (RFQ) No. 663-56-98, 
issued by the Department of Veterans Affairs (VA) for commercial item 
prescription eyeglasses and services for VA beneficiaries.[1]  
Opti-Lite principally contends that its offer was improperly evaluated 
and that the agency's selection decision was unreasonable.

We sustain the protest.

The solicitation, issued September 9, 1998, contemplated the award of 
an indefinite-delivery, indefinite-quantity requirements contract to 
supply prescription eyeglasses on an as-needed basis to listed 
participating VA facilities.  The solicitation listed 85 specific 
items or services for which offerors were required to provide a unit 
price. RFQ Part 1,  sec.  A.  The solicitation provided for award to the 
responsible offeror whose conforming offer was most advantageous to 
the government.  The stated technical evaluation criteria consisted of 
methodology of approach, personnel qualifications and past 
performance.  RFQ Part IV, at 103.  Under past performance, the 
solicitation required offerors to submit a minimum of four references 
with evidence of their organization's qualification, experience and 
achievements with relevant ongoing contracts, or contracts that have 
been completed within the past 3 years.  Id. at 104.   The 
solicitation further provided that technical and past performance 
combined were approximately equal in weight to price.  Id. at 105. 
Additionally, offerors were encouraged to submit multiple offers 
presenting alternative terms and conditions or commercial items for 
satisfying the solicitation requirements, and were cautioned that the 
agency reserved the right to award on the basis of initial offers 
without holding discussions.  RFQ Part III, at 99, 102. 

Six offerors responded to the solicitation.[2]  Opti-Lite submitted 
two separate price proposals; in both of them for many items, it 
entered "0."  On October 20, the contracting officer contacted 
Opti-Lite to clarify whether entries of "0" in Opti-Lite's price 
proposal meant no bid or no additional charge.  Agency Report (AR), 
exh. 1, Contracting Officer's Statement, at 2.  Opti-Lite faxed a 
clarification letter stating that all items marked with a "0" would be 
"supplied when ordered at no additional charge."   AR, exh. 3, Letter 
from Protester to Contracting Officer (Oct. 20, 1998).  As a result of 
the technical evaluation, Classic's offer received 92 out of 100 
points for technical merit and was ranked first, and the protester's 
offer received a technical score of 70 and was ranked third.  AR, exh. 
4, Award Memorandum, Nov. 18, 1998, at 1.  Because the protester's 
evaluated price of $624,380 was the lowest, it was awarded the top 
score of 100 for price.  Id. at 2.  Classic's second low evaluated 
price of $706,854.23 received a score of 88.  The contracting officer 
then added the technical and price scores to determine the 
highest-ranking offer.  Classic's offer received the highest total 
point score of 180 and the protester's was second with a total score 
of 170.  Id.

Classic's pricing was compared to current contract prices and was 
found to represent a savings of 8 percent.  The protester's prices 
were approximately 
18 percent lower than current contract prices and were 12 percent 
lower than Classic's.  However, the contracting officer was concerned 
that the protester's "unrealistic" price proposal might jeopardize 
performance.  Id.  The contracting officer concluded that, based on 
the protester's pricing scheme, it was possible to order complete sets 
of glasses at no charge.  The contracting officer's award memorandum 
concludes that award to Classic was warranted based on Classic's 
highest combined total score.  Id. at 3.  The protester was notified 
of the award by letter dated November 20, and was provided a 
debriefing by letter dated November 25.  The debriefing letter advised 
the protester of deficiencies pertaining to its methodology and 
approach, its support for the professional qualifications of its 
personnel, and its failure to identify the subcontractors it intended 
to use in the course of performance.  AR, exh. 6, Letter from 
Contracting Officer to Protester (Nov. 25, 1998).

Opti-Lite protested to the agency by letter dated December 2, 
alleging, among other things, that the agency's decision not to allow 
alternate pricing proposals was a major change requiring the agency to 
request best and final offers, that the agency erred in failing to 
check its past performance references, made at least six mathematical 
evaluation errors, improperly penalized Opti-Lite for failure to 
include subcontractor information in the past performance section when 
no subcontractors were used or requested, and failed to give any 
weight to Opti-Lite's claim that it is over 1,000 miles and 2 shipping 
days closer to the locations of contract performance than the awardee.  
AR, exh. 7, Letter from Protester to Contracting Officer 2-3 (Dec. 2, 
1998).

The contracting officer reviewed Opti-Lite's allegations and 
discovered that some irregularities had occurred in the evaluation of 
the protester's proposal.  Errors had been made in evaluating 
Opti-Lite's past performance in the technical evaluation and in 
computing estimated quantities for the price evaluation.  The 
contracting officer prepared a revised award memorandum dated December 
7, in which Opti-Lite's proposal was given the maximum score for past 
performance, thus adding three points to its technical score, which 
still placed Opti-Lite's offer in the third position for technical 
merit, 19 points below that of the awardee.  AR, exh. 8, Award 
Memorandum--Revised, Dec. 7, 1998.  Since Opti-Lite had received the 
maximum number of points for its price proposal, that score remained 
unchanged.  In the final ranking, Opti-Lite's total point score 
remained second, nine points below that of the awardee.  

The contracting officer denied Opti-Lite's protest by letter dated 
December 8 and advised Opti-Lite that he used option No. 2 in the 
evaluation as directed by Opti-Lite in its letter dated October 20.  
AR, exh. 9, Letter from Contracting Officer to Protester 1 (Dec. 8, 
1998).  Opti-Lite had previously been advised award to Classic was 
appropriate based on Classic's high "total score for technical and 
price."  AR, exh. 6, Letter from Contracting Officer to Protester 2 
(Nov. 25, 1998).  This protest to our Office followed.

Opti-Lite challenges the agency's evaluation of its technical proposal 
and maintains that it was wrongly denied an award because it was a 
highly technically qualified offeror under a solicitation for which it 
proposed the lowest price and contends that the agency's concerns 
about its performance risk are due to a lack of understanding of 
Opti-Lite's pricing methodology.[3]

While this is a commercial items purchase, it was conducted using 
negotiation procedures.  See FAR  sec.  12.203.  In a negotiated 
procurement, the government is not required to make award to the firm 
offering the lowest price unless the solicitation specifies that price 
will be the determinative factor.  Shirley Constr. Corp., B-240357, 
Nov. 8, 1990, 90-2 CPD  para.  380 at 6.  Here, the solicitation provided 
that award would be made to the offeror whose proposal was most 
advantageous to the government considering price and other factors.  
Consequently, the contracting officer had the discretion to determine 
whether the technical advantage associated with Classic's proposal was 
worth its higher price.  This discretion exists notwithstanding the 
fact that price and technical factors were of equal weight.  However, 
the propriety of such a price/technical tradeoff decision turns not on 
the difference in the technical scores or ratings per se, but on 
whether the selection official's judgment concerning the significance 
of the difference was reasonable and adequately justified in light of 
the solicitation evaluation scheme.  Cygnus Corp., B-275181, Jan. 29, 
1997, 97-1 CPD  para.  63 at 11.

In order for our Office to perform a meaningful review of an agency's 
selection determination, an agency is required to have adequate 
documentation to support its evaluation of proposals and its selection 
decision.  Biospherics Inc., B-278508.4
et al., Oct. 6, 1998, 98-2 CPD  para.  96 at 4; Arco Management of 
Washington, D.C., Inc., B-248653, Sept. 11, 1992, 92-2 CPD  para.  173 at 3.  
While adjectival ratings and point scores are useful as guides to 
decision-making, they generally are not controlling, but rather, must 
be supported by documentation of the relative differences between 
proposals, their strengths, weaknesses and risks, and the basis and 
reasons for the selection decision.  Century Envtl. Hygiene, Inc., 
B-279378, June 5, 1998, 98-1 CPD  para.  164 at 4; Arco Management of 
Washington, D.C., Inc., supra, at 3.

Here, it is clear from the record that the source selection decision 
was based on a purely mechanical application of the numerical scores 
for the technical factors and price.  The contemporaneous 
documentation of the agency's evaluation process in the report to our 
Office consists of copies of the technical evaluation completed by the 
evaluation team members, the price evaluation conducted by the 
contracting officer and the original and revised award memorandum 
completed by the contracting officer.  The technical evaluation sheets 
completed by the evaluators contain numerical scores for each factor 
and subfactor, total point scores, and some narrative responses to 
certain aspects of the vendors' proposed solution.   

The contracting officer's original and revised award memorandum and 
his statement submitted in response to this protest provide only the 
total technical and price scores for the proposals evaluated and in 
each instance state that the total score for technical and price would 
determine the final ranking of vendors and award.  The contracting 
officer's award memorandum contains no hint as to the basis for the 
scoring of the proposals and provides no assessment of the strengths 
and weaknesses in the various proposals.  While, in response to the 
protest, the contracting officer makes references to certain 
identified deficiencies in the protester's proposal, the contracting 
officer does not provide any explanation of   how, based on these 
deficiencies in the protester's low priced proposal, or based on 
strengths in Classic's proposal, Classic's proposal was determined to 
be the more advantageous; rather he maintains his position that the 
total point scores per se justified the award to Classic.

Where a price/technical tradeoff is made, the source selection 
decision must be documented, and the documentation must include the 
rationale for any tradeoffs made, including the benefits associated 
with additional costs.  Federal Acquisition Regulation  sec.  15.308 (FAC 
97-02).  It is improper to rely, as the agency did here, on a purely 
mathematical price/technical tradeoff methodology.  See Teltara, Inc., 
B-280922, Dec. 4, 1998, 98-2 CPD  para.  at 4; General Offshore Corp.-Riedel 
Co., a Joint Venture, B-271144.2, B-271144.3, July 2, 1996, 96-2 CPD  para.  
42 at 8.[4]  In this case the tradeoff is inadequate because, beyond 
the mechanical comparison of the total point scores, the contracting 
officer made no qualitative assessment of the technical differences 
between the offers from Classic and Opti-Lite to determine whether 
Classic's technical superiority justified the cost premium involved.

In its submissions in response to the protest, the VA now maintains 
that Opti-Lite's below-cost proposal for various line items creates a 
risk of poor performance, and, in this manner, attempts to create a 
tradeoff rationale.  However, the contemporaneous analysis of the 
contracting officer was in terms of financial capability to perform 
the contract at Opti-Lite's low price:  

     Opti-Lite price proposal is unrealistic.  Opti-Lite proposed that 
     71 out of 85 line items are offered at no cost to the government.  
     It is very unlikely that a contractor could perform this service 
     without compensation for all the line items offered at no cost.

AR, exh. 4, Award Memorandum, Nov. 18, 1998, at 2.  The 
contemporaneous concern about Opti-Lite's price reasonableness, 
therefore, was in reality a concern about its responsibility.  See 
Envirosol, Inc., B-254223, Dec. 2, 1993, 93-2 CPD  para.  295 at 5-6.  To 
the extent that the agency found Opti-Lite nonresponsible, it should 
have referred the matter to the Small Business Administration (SBA) 
for review under its certificate of competency (COC) procedures, 
because Opti-Lite is a small business. 15 U.S.C.  sec.  637(b)(7) (1994); 
FAR  sec.  19.602-1(a).[5] 

Since we find that the agency failed to document the reasonableness of 
its tradeoff decision, we recommend that the agency perform and 
document a proper tradeoff analysis.  If the agency believes that 
Opti-Lite is nonresponsible, the matter should be referred to the SBA 
for COC consideration.  If a different award determination results, 
the agency should terminate Classic's contract for the convenience of 
the government.  In addition, we recommend that the protester be 
reimbursed its costs of filing and pursuing the protest.  4 C.F.R.  sec.  
21.8(d)(1) (1998).  The protester should submit its certified claim, 
detailing the time expended and costs incurred, directly to the 
contracting agency within 60 days of receiving this decision.  4 
C.F.R.  sec.  21.8(f)(1).

The protest is sustained.

Comptroller General 
of the United States

1. While the solicitation is denominated as an RFQ, the agency treated 
it as a negotiated procurement and the entire record, including the 
RFQ provisions, speaks in terms of the submission and evaluation of 
proposals/offers and the resulting award of a contract.  In order to 
avoid confusion, this decision will use the latter negotiated 
procurement terminology throughout.

2. A seventh offeror did not include a technical proposal and was not 
considered.

3. In its protest to our Office, Opti-Lite repeated the allegations 
from its agency-level protest that the agency failed to verify its 
past performance references, made several mathematical evaluation 
errors, improperly penalized it for failure to include subcontractor 
information, failed to give weight to the fact that it is over 1,000 
miles and 2 shipping days closer to the locations of contract 
performance than the awardee, and improperly refused to release 
technical evaluations and scores.  In its comments to the agency 
report submitted in response to this protest, Opti-Lite acknowledges 
that the agency took corrective action with respect to many of the 
evaluation errors.  Since the protester's did not respond to the 
agency's position in its comments with respect to the other 
allegations, we deem these allegations abandoned.  TMI Servs., Inc., 
B-276624.2, July 9, 1997, 97-2 CPD  para.  24 at 4 n.3.

4. We recognize that an agency properly may use a mathematical 
tradeoff formula where the formula is explicitly set forth in the 
solicitation and is structured in a manner which encompasses a 
reasoned cost/technical tradeoff.  

5. Opti-Lite also objects to the agency's decision not to consider 
both of its price proposals.  However, on October 20, the contracting 
officer requested Opti-Lite to elect which of the two price proposals 
should be used for evaluation purposes.  Opti-Lite instructed the 
contracting officer to disregard its price proposal option No. 1 and 
to use its price proposal option No. 2.  In our view, since Opti-Lite 
consented to have only its option No. 2 price proposal evaluated, and 
did not object at the time, Opti-Lite does not have a valid basis to 
protest that only one of its price proposals was evaluated.