BNUMBER:  B-281773.2; B-281773.3; B-281773.5; B-281773.6 
DATE:  April 1, 1999
TITLE: Mentor Technologies, Inc.; Science & Engineering Services, I,
B-281773.2; B-281773.3; B-281773.5; B-281773.6, April 1, 1999
**********************************************************************

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:Mentor Technologies, Inc.; Science & Engineering Services, 
Inc.

File:B-281773.2; B-281773.3; B-281773.5; B-281773.6
        
Date:April 1, 1999

H. Sang Lee for Science & Engineering Services, Inc., and John 
Bollinger for Mentor Technologies, Inc., the protesters. 
J. Patrick McMahon, Esq., McMahon, David & Brody, and Myrna E. 
Friedman, Esq., for QSS, Inc., an intervenor. 
Vincent A. Salgado, Esq., and Gregory LaRosa, Esq., National 
Aeronautics & Space Administration, for the agency. 
David A. Ashen, Esq., and John M. Melody, Esq., Office of the General 
Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  In probable cost determination, agency reasonably concluded that 
protester had significantly overstaffed response to representative 
(sample) task order (RTO) used in evaluating proposals, where response 
included significant number of electrical engineer hours to perform 
design work notwithstanding that RTO statement of work provided that 
design had already been completed, and proposed level of effort 
significantly exceeded that assumed in in-house estimate and by other 
offerors.

2.  In probable cost determination, agency reasonably determined that 
second protester had significantly overstaffed response to 
representative (sample) task order (RTO) used in evaluating proposals, 
where response recognized that it was expanding the scope of the RTO 
to include hours for complying with agency program management system 
not specified in the RTO, and proposed level of effort significantly 
exceeded that assumed in in-house estimate and by other offerors.

DECISION

Science & Engineering Services, Inc. (SESI) and Mentor Technologies, 
Inc. protest the National Aeronautics & Space Administration's (NASA) 
award of a contract to QSS Group, Inc. under request for proposals 
(RFP) No. 5-58392/237, issued as a competitive section 8(a) set-aside 
for multidisciplinary engineering development services (MEDS) for the 
Goddard Space Flight Center (GSFC) in Greenbelt, Maryland.  The 
protesters challenge the evaluation under the technical, cost and past 
performance factors.

We deny the protest.

The solicitation, issued on July 17, 1998, provided for award of a 
5-year indefinite-quantity, indefinite-delivery 
cost-plus-incentive-fee contract to

     provide engineering services to [Electrical Systems Center], 
     [Information Systems Center], systems engineering, and related 
     organizations, as required, for the study, design, development, 
     fabrication, integration, testing, verification, and operations 
     of space flight and ground system hardware and software, 
     including development and verification of new technologies to 
     enable future science missions.

RFP Attachment A, Statement of Work (SOW), at 2.  The SOW specifically 
provided for issuance of task assignments to perform services with 
respect to

     components, subsystems, systems, science instruments, and 
     spacecraft, including attached shuttle payloads, free-flying 
     spacecraft, aircraft and balloon payloads, and Space Station 
     payloads as well as ground support equipment, simulators, 
     non-flight models, and prototypes; candidate, feasibility, and 
     systems definition studies; project management; systems 
     engineering; analysis; preliminary design; detailed design; 
     fabrication; assembly; integration; test and verification; test 
     instrumentation; data systems management; launch and post-launch 
     operations; research and technology unique to system development; 
     parts and materials; documentation; maintenance; sustaining 
     engineering; configuration management; performance assurance; 
     systems safety; and contamination control.

Id.  Award was to be made on a best value basis to the offeror whose 
proposal was most beneficial to the government under three evaluation 
factors:  (1) mission suitability (1,000 evaluation points available), 
with subfactors for understanding the requirement (400 points), 
personnel (150 points), and management plan/corporate resources (450 
points); (2) past performance; and (3) cost.  RFP  sec.  M.5.2, at 115.  
Cost was significantly less important than both the combined 
importance of mission suitability and past performance, and mission 
suitability alone, but was more important than past performance alone.  
Id.  sec.  M.4.3, at 111.  

The evaluation under both the mission suitability and cost factors was 
based to some extent on an evaluation of offerors' responses to 
representative task orders (RTO) set forth in the solicitation.  
Specifically, the solicitation listed offerors' responses to the RTOs 
as one of two elements under the understanding the requirement 
subfactor of the mission suitability factor.  Id.  sec.  M.5.1, at 112.  In 
addition, the RFP indicated that the cost evaluation would be based on 
offerors' responses to the RTOs, as follows:

     M.6  Cost/Price Evaluation Factor

     The proposed cost/price for the representative task orders will 
     be assessed to determine reasonableness and cost realism.  The 
     evaluation will be conducted in accordance with [Federal 
     Acquisition Regulation (FAR)] 15.305(a)(1) and [National 
     Aeronautics & Space Administration FAR Supplement] 
     1815.305(a)(1)(B) and (C). 

                                             .  .  .  .  .

     Both the proposed cost and the probable cost will be presented to 
     the Source Selection Authority.

Id.  sec.  M.6, at 116.  The solicitation further provided that "as the 
representative task orders . . . are for a cost reimbursement type 
effort, the Mission Suitability score will be adjusted based on the 
degree of cost realism."  Id.  sec.  M.5.3, at 115.  The solicitation 
stated that in the event the probable cost was between 6 to 10 percent 
higher or lower than the proposed cost, the mission suitability score 
for the proposal would be reduced by 50 points; from 11 to 15 percent, 
100 points; from 16 to 20 percent, 150 points; from 21 to 30 percent, 
200 points; and if more than 30 percent, 300 points.  Id.  sec.  M.5.3, at 
115-16.  

NASA received five proposals, submitted by QSS, SESI, Mentor, SGT, 
Inc., and a fifth offeror (not relevant here).  The proposals were 
evaluated as follows:

          MISSION SUITABILITY
          
          Initial/
          (Cost) Adjusted
          Score             COST
                            
                            Adjusted Proposed[1]
                            /Probable           PAST PERFORMANCE

QSS       885.5/885.5
          Very Good         $[DELETED]          Very Good

SGT       756.8/756.8
          Very Good         $[DELETED]          Very Good

SESI      446.9/296.9
          Poor              $[DELETED]          Very Good

Mentor    428.4/228.4
          Poor              $[DELETED]          Very Good
SESI's proposal received a very good rating under the past performance 
factor (the least important), based on the finding that many relevant 
contracts were listed in the proposal and SESI's "technical 
performance is consistently noted for the quality of the technical 
staff and technical management."  Agency Report, Tab 16f, SEB [Source 
Evaluation Board] Initial Report, at 11.  However, the proposal was 
evaluated as having no significant strengths and nine significant 
weaknesses under the mission suitability factor (the most important 
factor), many related to a failure to address, or inadequate 
discussion of, approaches to performing the SOW.  In addition, NASA 
determined that SESI had significantly overstaffed its proposed RTO 
effort; the significantly lower probable staffing level calculated by 
the agency resulted in an approximate 18.1 percent discrepancy between 
the proposed and probable cost and, as a consequence, led to a 
150-point reduction in SESI's mission suitability score pursuant to 
RFP  sec.  M.5.3, at 115-16.  Likewise, although Mentor's proposal received 
a very good rating under the past performance factor, the proposal was 
evaluated as having no significant strengths and 11 significant 
weaknesses under the mission suitability factor, many related to a 
failure to address, or inadequate discussion of, approaches to 
performing the SOW and RTOs.  Mentor also was found to have 
significantly overstaffed two of its proposed RTO efforts; the 
significantly lower probable staffing level calculated by the agency 
resulted in an approximate 22.7 percent discrepancy between proposed 
and probable cost and, as a consequence, led to a 200-point reduction 
in Mentor's mission suitability score.

In contrast, the source selection authority (SSA) determined that 
QSS's proposal, which was evaluated as having eight significant 
strengths (and one significant weakness) and received the highest 
score under the mission suitability factor, had "significantly higher 
technical merit."  Agency Report, Tab 22, Source Selection Statement, 
at 9.  In addition, the SSA noted that there were no significant past 
performance discriminators between the proposals.  Since QSS's 
probable cost was significantly lower than SGT's, the next 
highest-ranked proposal under the mission suitability factor, the SSA 
concluded that QSS's proposal offered the best value to the 
government.  Id.  Upon learning of the resulting award to QSS, and 
after being debriefed by NASA, Mentor and SESI filed these protests 
against the award.

MENTOR PROTEST

Mentor challenges the evaluation on several grounds.  We find that the 
evaluation was reasonable.  We discuss the primary issues below.

Mentor generally challenges NASA's determination that its proposal 
included inadequate discussion of approaches to performing the SOW; 
according to the protester, the solicitation only required that an 
offeror demonstrate its understanding and approach at the function 
level (of which the SOW listed seven), and its proposal more than met 
this requirement.

In reviewing protests against allegedly improper evaluations, our 
Office will examine the record to determine whether the agency's 
judgment was reasonable and in accord with the RFP's stated evaluation 
criteria.  Engineering and Computation, Inc., B-261658, Oct. 16, 1995, 
95-2 CPD  para.  176 at 2-3.

The RFP provided that:

     In order to indicate an understanding of the requirements [of the 
     SOW], the offeror shall provide a narrative that addresses each 
     function of the SOW and identifies critical functions.  The 
     narrative shall address the technical approach and methodology to 
     be utilized in performing the functions called for in the SOW.  
     This narrative must be specific, detailed, and include the 
     rationale behind the proposed approach.

                                          .  .  .  .  .

     It is recognized that all the technical factors cannot be 
     detailed in advance, but the technical approach must be 
     sufficiently detailed as to how it is proposed to comply with the 
     SOW, including a full explanation of the techniques and 
     procedures you propose to follow.

RFP  sec.  L.18.1, at 94.  The agency's evaluation identified numerous 
areas of the SOW for which the discussion in Mentor's proposal did not 
meet this standard and was inadequate to show the technical approach 
and methodology to be utilized in performing the SOW.  Mentor had 
access to this information through its counsel under the protective 
order issued by our Office (prior to its discharge of its counsel 
approximately 6 weeks after receipt of the core procurement documents, 
including the SEB Initial Report, Agency Report, Tab 16f).  However, 
Mentor generally did not offer a specific rebuttal of these findings, 
and we find no basis to question them.

Mentor does specifically address NASA's determination that its 
proposal "does not demonstrate sufficient facilities to accommodate 
the wide variety and quantity of MEDS work, and . . . lacks 
substantiation that the facilities and equipment can produce flight 
boards."  Agency Report, Tab 16f, SEB Initial Report, at 47.  Mentor 
disputes NASA's position that QSS furnished greater detail in its 
proposal regarding proposed facilities and equipment.  

Based on our review of the record, including the sections of its 
proposal cited by Mentor, we conclude that NASA reasonably determined 
that QSS's description of its proposed facilities and equipment was 
superior to Mentor's.  The SOW required the contractor to provide 
fabrication services with respect to surface mounted printed circuit 
boards, that is, flight boards with electronic parts mounted on them 
which operate flight hardware and software.  RFP Attachment A, SOW, 
Function 2,  sec.  E.2.f, at 13; NASA Comments, Feb. 10, 1999, at 17.  
Although both Mentor's and QSS's proposals generally described the 
proposed facilities, and Mentor's mentioned two of the electronics 
assembly capabilities used to fabricate flight boards, QSS's described 
additional electronics assembly capabilities, listed in detail 
available equipment, and included such details as the type of 
materials the facilities could coat and stake, the kind of cabling and 
harnessing processes available, and the kinds of parts and materials 
preparation available.  Agency Report, Tab 14a, Mentor Technical 
Proposal, at 2-91 to 2-95; Agency Report, Tab 12a, QSS Technical 
Proposal, at 90-96; NASA Comments (Mentor), Mar. 4, 1999, at 2-6.

Mentor also challenges NASA's determination that its proposal 
indicated "an unexplained, high rate of job turnover for the program 
manager (and one other key individual), especially since 1993, leading 
to concerns of continuity over mission/task life cycles."  Agency 
Report, Tab 16f, SEB Initial Report, at 46.  Mentor denies that the 
employment changes indicated on the resume for its proposed program 
manager indicated a lack of commitment, and it has furnished a 
declaration from this individual explaining that the changes were the 
result of the loss of government contracts and downsizing.  Mentor 
also questions NASA's consideration of this factor in the evaluation.  

This argument is without merit.  The RFP specifically provided for 
evaluation of the "degree of commitment, availability" of key 
personnel, such as the program manager.  RFP  sec.  M.5.1, at 113.  
Further, while Mentor has explained the project manager's resume 
further in connection with the protest, the fact remains that the 
resume indicated job changes every year since 1993, and Mentor's 
proposal did not explain that these were due to factors outside of the 
program manager's control.  Agency Report, Tab 14a, Mentor Technical 
Proposal,  sec.  2.2.3.3.  In these circumstances, NASA could reasonably 
conclude that there was a lack of commitment on the part of the 
proposed manager that, given the critical nature of the position in 
question, could call into question the continuity of contract 
performance.    

Mentor challenges NASA's determination that it overstaffed the fourth 
of the seven RTOs included in the RFP.  The seven RTOs were for 
various phases in the design, development, production and testing of a 
spacecraft mission that will accommodate three earth-viewing 
instruments and place them in a 700-kilometer, near-polar, high noon, 
sun-synchronous, circular orbit.  RTO 3 provided for the contractor to 
perform a study of the appropriate types of technology to use for an 
engineering model, field-programmable gate array/application specific 
integrated circuit (FPGA/ASIC) device meeting the specification of the 
SOW.  RFP Enclosure A, Representative Task Orders, RTO 3.  RTO 4 
stated that "[b]ased on the study and implementation plan delivered 
under Representative Task Order 3, the StudySat program has proceeded 
with, and completed, the recommended FPGA/ASIC design."  RTO 4 
provided that "[t]he Contractor shall deliver" 25 FPGA/ASIC 
engineering model devices.  Id. RTO 4.  Mentor proposed [DELETED] 
hours for RTO 4, of which [DELETED] were engineer hours, including 
[DELETED] electrical engineer hours to perform "design work."  Agency 
Report, Tab 14a, Mentor Technical Proposal,  sec.  2.1.4.2.6, at 2-53 to 
2-54.  In view of the RFP's statement in the background for RTO 4 that 
a design already had been completed, NASA, in its probable cost 
evaluation, reduced the proposed lead electrical engineer effort by 
[DELETED] hours and the electrical engineer hours proposed for design 
work by [DELETED] hours, for a total reduction of [DELETED] hours.  
Agency Report, Tab 16d, Initial Evaluation Presentation to SSA, at 88; 
Agency Report, Tab 16g, Initial Cost Evaluation Findings, Level 2 Cost 
Charts.  

Mentor argues that the reduction was unwarranted, and was due to 
NASA's misunderstanding of its proposal; Mentor explains that it was 
proposing hours for the test and delivery of its design rather than 
for "electrical engineer designing."  Mentor Comments, Feb. 17, 1999, 
at 7.  This explanation notwithstanding, however, Mentor's proposal 
specifically provided for it to "proceed with logic design" and 
"proceed with circuit design" under RTO 4, and specifically allocated 
[DELETED] (of [DELETED] proposed) electrical engineer hours to 
"Design," distinguishing such hours from a separate allocation of 
[DELETED] electrical engineer hours to "Spec./Test."  Agency Report, 
Tab 14a, Mentor Technical Proposal,  sec.  2.1.2.4.2, at 2-51 to 2-54.  
Further, Mentor's proposed RTO 4 electrical engineer staffing 
significantly exceeded QSS's ([DELETED] electrical engineer hours) and 
SGT's ([DELETED] electrical engineer hours) for [DELETED] approaches.  
Agency Report, Tab 12a, QSS Technical Proposal, at 49; Agency Report, 
Tab 13a, SGT Technical Proposal, at A-58.  Likewise, Mentor's overall 
proposed [DELETED] engineering hours significantly exceeded the 
in-house estimate of 2,820 hours for an [DELETED] approach. Agency 
Report, Tab 1a, GSFC In-House Cost Estimate, Enclosure 1.  We conclude 
that NASA reasonably evaluated Mentor's proposal as having included 
design hours with respect to work specifically excluded from the RTO, 
and reasonably reduced the staffing for purposes of the probable cost 
determination.

Mentor also argues NASA improperly made award on the basis of initial 
proposals, without conducting discussions.  However, there generally 
is no obligation that a contracting agency conduct discussions where, 
as here, the RFP specifically instructs offerors of the agency's 
intent to award a contract on the basis of initial proposals.  
Pacifica Servs., Inc., B-280921, Dec. 7, 1998, 98-2 CPD  para.  137 at 8; 
Robotic Sys. Tech., B-278195.2, Jan. 7, 1998, 98-1 CPD  para.  20 at 11.  
While the contracting officer's discretion in deciding not to hold 
discussions is not unfettered, it is quite broad and has been expanded 
in recent years.  Id.  Our Office will review the exercise of such 
discretion to ensure that it was reasonably based on the particular 
circumstances of the procurement.  Id.  Here, the agency received five 
technically acceptable proposals, including two other technically 
acceptable proposals (QSS's and SGT's) with significantly higher 
technical scores than Mentor's (or SESI's).  In these circumstances, 
we conclude that the agency had a basis to make a reasonable source 
selection decision without conducting discussions.

As noted above, although the probable cost of QSS's proposal was 
[DELETED] percent higher than Mentor's, QSS's proposal received a 
significantly higher rating than Mentor's (885.5 points/very good, 
versus 228.4 points/poor) under the mission suitability factor, the 
most important evaluation consideration, and NASA determined that 
there was no significant difference between the proposals with respect 
to past performance.  We conclude that there is no basis to object to 
the selection of QSS over Mentor.

SESI PROTEST

SESI challenges the evaluation and award on several grounds.  We find 
that the evaluation was reasonable.  We discuss the primary issues 
below.

SESI challenges NASA's evaluation of its proposed staffing of RTO 1, 
under which the contractor was to conduct a trade study of the 
StudySat mission, and establish definition-phase mission requirements, 
a spacecraft design concept, ground station coverage requirements, and 
controlling instrument and subsystem interfaces.  RFP, Enclosure A, 
Representative Task Orders, RTO 1.  In its probable cost evaluation, 
NASA reduced SESI's proposed staffing by [DELETED] hours, from 
[DELETED] to [DELETED] hours.  Agency Report, Tab 16d, Initial 
Evaluation Presentation to SSA, at 87; Agency Report, Tab 16g, Initial 
Cost Evaluation Findings, Level 2 Cost Charts.  (QSS proposed and was 
evaluated as likely to require [DELETED] hours; SGT proposed and was 
evaluated at [DELETED] hours; and the in-house estimate was 3,525 
hours.  Agency Report, Tab 16g, Initial Cost Evaluation Findings, 
Level 2 Cost Charts.)  In its protest, SESI attributes its higher 
proposed effort to the alleged fact that it was the only offeror that 
properly recognized that the RTO StudySat mission would be required to 
comply with NASA Procedures and Guidelines, NPG 7120.5A, NASA Program 
and Management Processes and Requirements, Apr. 3, 1998.  

This argument is without merit.  NPG 7120.5A establishes the 
management system governing formulation, approval, implementation, and 
evaluation of agency programs and projects.  NPG 7120.5A, at P.1.1.  
As noted by NASA, not only did the RTO 1 SOW not state that an offeror 
is required to comply with NPG 7120.5A, but the SOW specifically 
stated that "StudySat has just been approved to proceed with a study 
phase," and "[p]reliminary mission and instrument concept/requirement 
study reports have been prepared by the Government and are available."  
RFP, Enclosure A, Representative Task Orders, RTO 1.  Thus, it 
appeared from the SOW that the steps necessary for formulation and 
approval of the mission had already occurred.  See NASA Comments 
(SESI), Mar. 4, 1999, at 6-7.  Indeed, it appears that SESI itself 
recognized that its proposed effort exceeded the scope of the SOW, 
since it stated in its proposal that the specific deliverables called 
for in the SOW were "only a subset of the information required for 
mission (project) approval.  Per 7120.5A it is necessary to establish 
the project plan. . . .  We, therefore, propose to expand the RTO 1 
scope to cover those items necessary for mission approval."  Agency 
Report, Tab 15a, SESI Technical Proposal,  sec.  A.2.2.1, at A.2-2.  In 
these circumstances, we find no basis to object to NASA's probable 
cost reduction, based as it was on the agency's reasonable 
determination that SESI's response exceeded the scope of the RTO.

SESI also protests that the award to QSS creates an impermissible 
organizational conflict of interest, since a member of QSS's team, 
Orbital Sciences Corporation (OSC), has a multiple-award, 
indefinite-delivery, indefinite-quantity contract to furnish 
spacecraft systems to GSFC on a rapid response basis, and the MEDS 
contractor may be tasked with developing characteristics and 
specifications for a spacecraft mission.  SESI appears to be arguing 
that QSS will be in a position to favor a member of its team when 
developing missions.  (NASA responds that no conflict will occur 
because where the potential for a conflict arises, the agency could 
prohibit use of a spacecraft furnished by a QSS subcontractor.  NASA 
Comments (SESI), Mar. 4, 1999, at 2-4.)  

The record indicates that SESI was aware that OSC (as well as Raytheon 
STX) was a member of QSS's MEDS team no later than when QSS, beginning 
with posters distributed in December 1998 and culminating with an 
advertisement by QSS published in the January 3, 1999 edition of the 
Washington Post, announced that a QSS team including OSC (and 
Raytheon) had won the MEDS competition and invited engineers and 
technicians to an open house to discuss staffing the contract.  SESI 
Comments, Mar. 30, 1999.  Since SESI's protest in this regard was not 
filed until February 25, more than 10 days later, the protest is 
untimely and will not be considered.  4 C.F.R.  sec.  21.2(a)(2) (1998).[2]

As noted above, QSS's proposal received a significantly higher rating 
than SESI's (885.5 points/very good, versus 296.9 points/poor) under 
the mission suitability factor, the most important factor; the 
probable cost of QSS's proposal was [DELETED] percent lower than that 
of SESI's; and NASA determined that there was no significant 
difference between the proposals with respect to past performance.  We 
conclude that there is no basis to object to the selection of QSS over 
SESI.

The protests are denied.

Comptroller General
of the United States

1. The Adjusted Proposed cost number reflects the adjustment of the 
                            proposed costs to account for a common 
                            start date for the RTOs and the 
                            application of the proposed incentive fee 
                            to the RTOs.

2. SESI, as does Mentor, also argues that NASA acted improperly in 
making award on the basis of initial proposals without conducting 
discussions.  This argument is without merit for the reasons discussed 
above in connection with Mentor's protest.  SESI also questions the 
evaluation of QSS's past performance, asserting that QSS lacks 
experience with respect to launch operations, satellite systems and 
microwave/millimeter wave technology.  However, our Office has 
reviewed the evaluation of QSS's past performance in the course of 
denying a protest filed by SGT against award to QSS and found that the 
evaluation was reasonable.  SGT, Inc., B-281773, B-281773.4, Apr. 1, 
1999, 99-1 CPD  para.   ___ at 13.