TITLE:   A&T Engineering Technologies, VECTOR Research Division, B-282670; B-282670.2, August 13, 1999
BNUMBER:  B-282670; B-282670.2
DATE:  August 13, 1999
**********************************************************************
A&T Engineering Technologies, VECTOR Research Division, B-282670;
B-282670.2, August 13, 1999

Decision

Matter of: A&T Engineering Technologies, VECTOR Research Division

File: B-282670; B-282670.2

Date: August 13, 1999

John S. Pachter, Esq., Jonathan D. Shaffer, Esq., and Jennifer A. Mahar,
Esq., Smith, Pachter, McWhorter & D'Ambrosio, for the protester.

Thomas P. Humphrey, Esq., John E. McCarthy, Jr., Esq., and Daniel R. Forman,
Esq., Crowell & Moring, for Marconi Systems Technologies, Inc., an
interested party.

Chris E. Hagberg, Esq., Department of the Navy, for the agency.

Ralph O. White, Esq., and Christine S. Melody, Esq., Office of the General
Counsel, GAO, participated in the preparation of the decision.

DIGEST

1. Protester's allegation of an improper "bait and switch" scheme based on
an e-mail note sent by an employee of the awardee to an incumbent employee
seeking a job with the new contractor which states that the awardee does not
have "people waiting in the wings to work on this contract" is denied where
there is no showing in the record that the awardee has misrepresented the
availability or commitment of its personnel; the awardee's proposal offered
to hire incumbents in accordance with the substitution of key personnel
clause, while explaining that it had no information at the time of proposal
submission about the availability of those incumbents; the solicitation does
not bar substitution of personnel when directed by the agency; and there is
no other evidence in the record to support the interpretation of the e-mail
note urged by the protester.

2. Protester's contention that the agency improperly evaluated its proposed
personnel is denied where the record shows that the evaluation was
consistent with the stated evaluation criteria and reasonable.

DECISION

A&T Engineering Technologies, VECTOR Research Division protests the award of
a contract to Marconi Systems Technologies, Inc. under request for proposals
(RFP) No. N00167-98-R-0027, issued by the Department of the Navy, Naval
Surface Warfare Center, for scientific and engineering support services for
the Navy's Acoustic Research Detachment (ARD), located at Lake Pend Oreille
in Bayview, Idaho. VECTOR argues that Marconi is engaged in a "bait and
switch" scheme by offering key personnel that it does not expect to use
during contract performance. In addition, VECTOR contends that the Navy
misevaluated its proposal.

We deny the protest.

BACKGROUND

The Navy's ARD conducts acoustic research and analysis in support of stealth
technology for submarine programs. To accomplish this mission, ARD maintains
test facilities, including acoustic ranges, on Lake Pend Oreille, a large
freshwater lake located in the Idaho panhandle with depths exceeding 1,100
feet. At Lake Pend Oreille, the Navy operates and maintains the KOKANEE
(also referred to as Large Scale Vehicle-1 (LSV-1)), which is an unmanned,
self-propelled, ï¿½-scale submarine, approximately 10 feet in diameter, and 90
feet long. The KOKANEE is used for "hydrodynamic, acoustic, and structural
Research, Development, Test and Evaluation (RDT&E) of subsea technology for
the Navy." RFP at 7. In addition to the KOKANEE, the Navy maintains other
large models, floating platforms, and research laboratories at its ARD
facilities.

The RFP, issued April 24, 1998, anticipates award of an indefinite-quantity,
indefinite-delivery, cost-plus-fixed-fee contract, for a period of 5 years,
to the offeror whose proposal represents the best value to the government.
RFP at 2, 145. The RFP sets forth two separate tasks. Task I covers the
operation, maintenance, and logistical support of the KOKANEE (including its
hull, mechanical, electrical, and other systems), and of the equipment used
on board the vessel for acoustic research. Task II covers the operation,
maintenance, and logistic support of other vehicles, data acquisition
systems, and facilities, related to other ARD research activities. Task II
could also include special installations, upgrades, or modifications to the
KOKANEE. RFP at 6-7.

The RFP requires different staffing approachs for task I and task II. For
task I--the operation and support of the KOKANEE--the RFP requires offerors
to propose the labor categories, designate which should be considered key,
and propose the necessary labor hours. RFP at 118. The Navy explained that
it adopted this approach because the task I efforts have been the same for
more than 10 years, which led it to conclude that offerors should be able to
structure their own approach to meeting the agency's needs. Letter from
Contracting Officer to VECTOR 1

(June 17, 1998). Since the task II efforts were considered less definite,
id., the RFP specifies which labor categories would be considered key and
identifies the necessary hours. RFP at 121-22. Once an offeror identifies
its key personnel for the two tasks, the RFP's "Substitution or Addition of
Key Personnel" clause dictates additional requirements. For example, the
clause bars substitutions or additions of personnel not made in accordance
with the clause, and provides that during the first 180 days of contract
performance, substitutions or additions will be made only for sudden
illness, death, or termination of employment. RFP at 43-44.

To select the proposal offering the best value, the RFP identifies five
evaluation factors, in descending order of importance:

I. Task I Technical Understanding, Approach and Staffing

II. Task II Technical Understanding, Approach and Staffing

III. Past Performance

IV. Corporate Experience

V. Management Plan

Regarding these five factors, the RFP provides the following guidance to
offerors: factor I is more important than factor II, past performance is
approximately half as important as factor II, corporate experience is
two-thirds as important as past performance, and management plan is slightly
more than one-half as important as corporate experience. RFP at 145.

In addition, the RFP identifies numerous separate subfactors under each of
the five evaluation factors identified above, as well as separate elements
under those subfactors--most of which need not be identified here. Of
relevance to this decision are the subfactors under the task I and task II
evaluation factors. Under task I, the RFP identifies: (A) technical
understanding/approach; (B) staffing plan; (C) proposed personnel; (D) task
I management plan; (E) on-going personnel qualification and training plan;
and (F) transition plan. [1] RFP at 145-47. Under task II, the RFP
identifies: (A) technical understanding/approach; (B) proposed key
personnel; (C) non-key personnel; (D) response to sample delivery order # 1;
and (E) response to sample delivery order # 2. [2] RFP at 147-53.

By the initial closing date of July 7, the Navy received two proposals--one
from Marconi and one from Vector. The Marconi proposal identified two
teaming subcontractors--Planning Systems, Inc. (PSI) and SAIC. The VECTOR
proposal identified ManTech Advanced Systems International, Inc., as a
teaming partner. In general terms, both offerors can be considered
incumbents. Marconi [3] has been providing services similar to those
included in task I; VECTOR--as a subcontractor to ManTech--has been
providing services similar to those included in task II. As described above,
the instant solicitation combines the work of two predecessor contracts. AR
at 3-4.

After the initial evaluation, negotiations, and submission of revised and
final proposals, the Navy assigned the following point scores and evaluated
costs to the two proposals:

 EVALUATION          AVAILABLE POINTS   VECTOR             MARCONI

 CATEGORY

 Task I              205                136.1              172.8

 Task II             155                125.3              127.6

 Past Performance    75                 66.9               64.4

 Corp. Experience    50                 37.5               39.3

 Management Plan     30                 23.5               24.3

 Total Points        515                389.3              428.3

 Evaluated Cost                         [deleted]          $42.1 million

Business Clearance Memorandum, Apr. 16, 1999, at 6. As shown above, Marconi
outscored VECTOR in the task I area (the area where Marconi has prior
experience), while the evaluators assessed little difference between Marconi
and VECTOR in the task II area--or any of the other evaluation areas. Based
on these results, the contracting officer concluded that Marconi's proposal
provided the best value to the government because its technical superiority
was worth its slightly higher price. Id. at 18.

Additional Background Related to the "Bait and Switch" Allegation

On April 27, a Marconi representative met with the contracting officer to
execute the contract. Among other things, the contracting officer pointed
out to Marconi's representative that its proposed key personnel had been
incorporated by name into the contract under the clause governing the
substitution of key personnel. Memorandum to File, Apr. 27, 1999; Contract
at 47. Also on April 27, the Navy provided notice of the award to VECTOR,
and by letter dated the next day, VECTOR requested a debriefing, which was
held on May 4.

On April 29, Mr. Robert Dusenberry, one of the ManTech incumbent employees
at the Navy facility, contacted by telephone Mr. Scott Vivian, an employee
of PSI (one of Marconi's subcontractors). During their conversation, Mr.
Dusenberry inquired about joining the winning Marconi team. Mr. Vivian
reports that Mr. Dusenberry sent a copy of his resume by e-mail later that
day, and Mr. Vivian states that he received a telephone call from a Navy
employee at ARD, who spoke highly of Mr. Dusenberry. Declaration of Scott A.
Vivian, June 18, 1999, at 2.

The next day, April 30, Mr. Vivian responded to Mr. Dusenberry by e-mail.
His response, set forth below in full, is the basis for VECTOR's allegation
of an improper "bait and switch" scheme:

I enjoyed talking with you and hope that I reassured you as to our
intentions for a smooth transition for the labor force at ARD. We are
committed to supporting the Navy's desire to retain the investment they have
in your skills and experience with ARD. We expect [the Navy] to direct that
most or all ManTech and A&T folks be retained by the new team and this we
will gladly do. We certainly do not have people waiting in the wings to work
on this contract. All of the people that PSI bid to support ODAS, RNDAAS,
etc. are gainfully employed elsewhere and it would be somewhat painful for
most of them if they were required to move to Idaho.

Your resume looks great and [a Navy ARD employee] speaks highly of you. I
would love to have you join PSI and continue your support to ARD. The plan,
as I currently understand it from Ken Troxell ([Marconi] program manager),
is to wait until the protest period ends next Friday, sign the contract, and
then begin serious staffing discussions w/ [the Navy]. As I explained
yesterday, [Navy] Contracts has indicated that they want ManTech and A&T
incumbents hired by the contractor who offers the least cost to the
government (i.e. assuming your salary is constant, whoever has the lowest
overhead and G&A rates), not based on some prearranged allocation of people
to each team member. This means that if PSI has the lowest rates, everyone
will come to work for us. I expect [Marconi] to be difficult to beat here
since they are the prime and automatically add an additional subcontracting
tax to both PSI's and SAIC's rates. In addition, it is highly possible that
PSI's rates will be slightly higher due to the excellent benefits package we
provide our employees. We believe that this is a key component in attracting
and retaining the highest caliber people and have resisted pressure to cut
back.

Anyway, I hope [the Navy] gives PSI the opportunity to bring you and some of
your fellow ARD coworkers on board. I think you would find PSI to be a very
good company to work for with excellent benefits, culture, etc. Let me know
if you would like some information on the company and I will provide it as
soon as possible (I'll have to see if its OK to do this prior to the ending
of the protest period). Also if you're interested, check us out at
www.plansys.com for an overview of the company. I will be in touch as soon
as there is any news. Feel free to contact me via email or phone if you have
any further questions or concerns (my contact info is repeated at the bottom
of this email).

E-Mail from Scott Vivian to Robert Dusenberry (April 30, 1999) (the
underlined portions of the message have been highlighted by VECTOR as
evidence of an improper "bait and switch" scheme).

Between April 30 and May 4, VECTOR became aware of the above-quoted e-mail
message, and during the May 4 debriefing, a VECTOR representative read aloud
to the contracting officer portions of the message. After the debriefing,
the contracting officer contacted Marconi to inquire about the contents of
the e-mail. Although Marconi's representative stated that the company
intended to fulfill the requirements of its new contract, including the
requirements of the key personnel clause, the contracting officer requested
written confirmation, which Marconi provided by letter dated May 6.
Memorandum For File, undated.

On May 5, another ManTech employee, Mr. Joseph Sokol, Jr., asked Marconi's
current on-site program manager, Mr. Al Mason, about the status of job
applications at Marconi. In an affidavit filed with our Office, the ManTech
employee testifies that Marconi's manager stated:

We won't have to worry about that for now as we will have to bring people
out to fill the contract. And you can thank Bob for that. He needs to watch
what he does on e-mail . . . .

Declaration of Joseph Sokol, Jr., June 2, 1999, at 1. On May 7, VECTOR filed
this protest.

EVALUATION OF KEY PERSONNEL

VECTOR argues that the Navy's evaluation of Marconi's proposal was
unreasonable in the area of key personnel because the communications between
Mr. Vivian and Mr. Dusenberry, and between Mr. Mason and Mr. Sokol, show
that Marconi was not intending to perform the contract as it proposed.
According to VECTOR, Marconi intended instead to "bait" the Navy with its
proposal, and then "switch" its key personnel by hiring the current
employees of the incumbent, VECTOR, and those of VECTOR's proposed
subcontractor, ManTech (one of the current prime contractors for these
services). Thus, VECTOR argues that Marconi should be disqualified from
award, and award should be made to VECTOR.

The Navy and Marconi reply that the e-mail note upon which VECTOR bases its
allegation cannot properly be read to reflect an intention to defraud the
Navy, or to corrupt the integrity of the competitive procurement process.
Both point out that Marconi's proposed personnel agreed, in writing, to
their inclusion in Marconi's proposal; that the personnel Marconi proposed
have now been expressly identified in the key personnel portion of the
contract; and that Marconi has reiterated its commitment to abide by the
contract's key personnel clause. In addition, Marconi argues that the e-mail
note does not apply to key employees, and points out that the individual who
wrote the e-mail note is an employee of one of its subcontractors who has no
authority to either hire personnel, or bind Marconi, in any way.

To demonstrate a "bait and switch," a protester must show that: (1) the
awardee represented in its proposal that it would rely on certain specified
personnel in performing the services; (2) the agency relied on this
representation in evaluating the proposal; and (3) it was foreseeable that
the individuals named in the proposal would not be available to perform the
contract work. Ann Riley & Assocs., Ltd.--Recon., B-271741.3, Mar. 10, 1997,
97-1 CPD para. 122 at 2-3; Combat Sys. Dev. Assocs. Joint Venture, B-259920.6,
Nov. 28, 1995, 95-2 CPD para. 244 at 2; Free State Reporting, Inc., B-259650,
Apr. 14, 1995, 95-1 CPD para. 199 at 4.

VECTOR admits that there is no issue here with respect to the first two
elements of the "bait and switch" analysis outlined above. With respect to
the first element, Marconi's proposal clearly identified 15 key personnel,
whom it promised to use in performing these services. Each of the 15 key
personnel proposed by Marconi signed a statement consenting to the use of
his or her resume in the proposal. Marconi Revised Proposal, Feb. 8, 1999,
unnumbered resume pages following pages 115 and 202. In addition, as
explained above, each of these key personnel were incorporated by name into
the contract, which was signed by a Marconi representative on April 27.
Contract at 47. With respect to the second element of the analysis, there is
no dispute that the Navy relied upon Marconi's identified personnel in
evaluating Marconi's proposal.

The gravamen of this dispute then is whether Mr. Vivian's above-quoted
e-mail note is properly read as evidence of an intent by Marconi to renege
on its proposal's promise to provide the key personnel upon whom its
evaluation was based. Thus, under the Ann Riley analysis above, VECTOR
argues that the e-mail note shows that it was foreseeable that the
individuals named in the proposal would not be available to perform the
work. For the reasons set forth below, we disagree with VECTOR's reading of
this note, and conclude that it does not provide evidence of intent to
conduct an improper "bait and switch."

As a preliminary matter, we cannot agree with the Navy's and Marconi's
contention that the e-mail note does not cover key employees. While Mr.
Vivian's e-mail note does not expressly address the subject of key
employees, the protester correctly argues that the note reaches at least a
portion of Marconi's proposed key personnel. Specifically, the note states
that "[a]ll of the people that PSI bid . . . are gainfully employed
elsewhere and it would be somewhat painful for most of them if they were
required to move to Idaho." Since the note uses the word "all," and since 6
of Marconi's 15 proposed key personnel are PSI employees, we will assume for
purposes of analysis, that the note may have included the 6 key PSI
employees.

On the other hand, the e-mail note, as read in full, clearly indicates that
Mr. Vivian expects that it will be the Navy that will direct the retention
of employees by the new team, and that Marconi will accommodate the Navy.
The e-mail in this regard is consistent with Marconi's representations
throughout the competition. [4] While Marconi may have expected the Navy to
direct the retention of certain incumbent employees, that does not mean that
Marconi misled the Navy by submitting, as the RFP required, its own roster
of employees. In this area, we have held that the substitution of incumbent
employees with an agency's permission, and where there has been no
misrepresentation, is not an improper "bait and switch." USATREX Int'l,
Inc., B-275592, B-275592.2, Mar. 6, 1997, 98-1 CPD para. 99 at 10; Ebon Research
Sys., B-261403, Sept. 28, 1995, 95-2 CPD para. 152 at 5.

In this regard, VECTOR complains that expecting the Navy to approve the
hiring of incumbent personnel is further evidence of Marconi's plan to
violate the key personnel requirements of the contract, because the key
personnel clause bars substitutions for the first 180 days after award.
VECTOR suggests that any waiver by the Navy of the 180-day bar on
substitutions would give rise to another ground of protest--namely that the
Navy improperly made award to Marconi with the intention of materially
changing the terms after award. See, e.g., KPMG Peat Marwick, LLP,
B-259479.2, May 9, 1995, 95-2 CPD para. 13 at 12 n.6, recon. denied, Advanced
Research Projects Agency--Recon., B-259479.3, July 18, 1995, 95-2 CPD para. 26.
We disagree. There is no basis in the record here to conclude that the
incumbent personnel--presumably VECTOR's personnel (and those of its
teammate, ManTech)--are less qualified than the personnel Marconi proposed.
Thus, we see no basis to conclude that a waiver of the 180-day bar on
substitutions would constitute a material change to the contract. [5] See B
& K Enters., B-276066, May 7, 1997, 97-1 CPD para. 166 at 3-4; USATREX Int'l,
Inc., supra.

Turning next to the specific comments in the e-mail note, we do not read Mr.
Vivian's statement that the newly selected contractor does "not have people
waiting in the wings to work on this contract," as evidence that Marconi's
proposal was prepared in bad faith. In our view, the statement reflects the
fact that few, if any, companies can afford to retain an entire cadre of
highly-qualified workers on standby in the event the contractor prevails in
the competition. We take a similar view of the statements that all of the
people bid by PSI are working elsewhere, and that it would be disruptive if
they were all required to move to Idaho. As stated above, all of these
employees signed a statement granting their permission for Marconi to
propose them as key employees, thus all were aware of the possibility they
could be summoned to Idaho to work on this contract. Further, we do not
regard the reference to the passing of the protest period as evidence that
Marconi has something to hide. While we understand that such a comment can
be read to raise the questions VECTOR has posed, there are valid reasons,
based on economy of effort, for allowing the period for filing a bid protest
to pass before investing time and effort in staffing discussions.

In conclusion, since there is no suggestion in this record that Marconi has
misrepresented the availability or commitment of its personnel in its
proposal; since Marconi consistently voiced its intention to hire available
incumbents in accordance with the substitution of key personnel clause; and
since the RFP does not bar substitution of personnel when directed by the
Navy, we deny VECTOR's allegation that Marconi was engaged in a "bait and
switch" scheme to mislead the Navy. [6]

OTHER EVALUATION ISSUES

In its initial protest, VECTOR argued that the Navy failed to consider its
responses to discussion questions, or misevaluated its responses, because
all of the proposal's weaknesses identified during the debriefing had been
raised during discussions, and answered by VECTOR. During the course of this
protest, the Navy showed, and VECTOR acknowledged, that VECTOR's technical
scores increased in many areas as a result of the negotiations, leading
VECTOR to abandon its claim that the Navy did not consider its discussion
responses. VECTOR continues to argue, however, that in three areas the Navy
either misevaluated its responses, or failed to raise its concerns with
sufficient clarity to permit VECTOR to improve its proposal. These
contentions are that the Navy misevaluated VECTOR's responses regarding the
proposal's task I staffing plan and proposed personnel, and regarding the
hull, maintenance and electrical (HM&E) experience of its task I key and
non-key personnel; and that the Navy failed to advise VECTOR of concerns
about the part-time nature of its proposed personnel for task II.

In considering a protest against an agency's evaluation of proposals, we
will examine the record to determine whether the agency's judgment was
reasonable and consistent with stated evaluation criteria and applicable
statutes and regulations. ESCO, Inc., B-225565, Apr. 29, 1987, 87-1 CPD para.
450 at 7. In addition to the evaluation issues, we will review the adequacy
of agency discussions to ensure that agencies point out weaknesses that,
unless corrected, would prevent an offeror from having a reasonable chance
for award. Department of the Navy--Recon., B-250158.4, May 28, 1993, 93-1
CPD para. 422 at 3. Here, we have considered each of VECTOR's arguments--along
with its initial proposal, the agency's evaluation materials and discussion
questions, and VECTOR's responses thereto. As a result of our review, we
find no basis for concluding that the evaluation was unreasonable or not in
accordance with the stated evaluation criteria, or that the Navy failed to
adequately advise VECTOR of the perceived weaknesses in its proposal. To
illustrate our conclusion, we will discuss in detail one of these
issues--VECTOR's contention regarding the HM&E experience of the personnel
proposed for task I.

The RFP explained that "[t]ask I covers Operation and Maintenance of the
Large Scale Vehicle [LSV], KOKANEE. . . . including hull, mechanical,
electrical and command and control systems (HME&CC) . . . ." RFP at 6. With
regard to personnel for task I, the RFP required that each resume identify
the qualifications of the proposed individual relevant to the statement of
work (SOW). RFP at 120, 123. VECTOR argues that the Navy wrongly downscored
its proposal because its personnel lacked LSV HM&E experience, and contends
that LSV HM&E experience was not identified as a requirement in the RFP's
stated evaluation scheme. According to VECTOR, if it "had been on notice of
the Navy's intent to evaluate for specific LSV experience, VECTOR could have
materially changed its proposal to meet the Navy's unstated requirements."
VECTOR's Comments, June 21, 1999, at 19.

As an initial matter, VECTOR's contention that the Navy has violated the
RFP's evaluation scheme is based on a provision in the solicitation that has
no application to the subfactor at issue here. Specifically, VECTOR's
comments on the agency report quote the requirements for the corporate
experience evaluation factor to support its argument that the solicitation
did not require that proposed personnel have experience in LSV HM&E.
VECTOR's Comments, supra, at 18. Instead, the appropriate starting point for
this analysis is the RFP's guidance for the proposed personnel subfactor
under the task I evaluation factor.

Under the proposed personnel subfactor, the RFP's evaluation scheme stated
that:

The offeror's proposal in this area will be evaluated based on the degree to
which the personnel proposed implement the staffing plan and are consistent
with the staffing plan requirements and demonstrate specific experience to
complete the SOW.

RFP at 146. Since the SOW here involves the operation, maintenance and HM&E
of an LSV--the KOKANEE--we fail to see how VECTOR was unfairly treated when
the Navy noted that its proposed personnel lacked experience with LSV HM&E.
In addition, the evaluation record here shows that the reason for
downgrading VECTOR was not limited to the lack of LSV experience, but was
also due to the fact that the HM&E experience of certain of its proposed
personnel was not recent. Final Technical Evaluation, Apr. 1, 1999, encl. 4
at 4.

For the record, we further note that VECTOR's own filing undercuts its
argument that it was not on notice that the Navy was examining HM&E
experience with an eye towards experience with LSVs. Specifically, VECTOR's
comments set forth several discussion questions from the Navy focusing on
this very issue. VECTOR's Comments, supra, at 19-20. Of particular interest
here, the Navy asked:

[VECTOR's] proposed HM&E Lead, Mr. [DELETED] doesn't meet the stated
experience requirements in the Staffing Plan (Table 1.2-3). His HM&E
experience does not constitute 10 years, in both the O&M of HM&E systems and
the supervision of technical team performing submarine HM&E maintenance. He
has no LSV HM&E experience. . . .

Letter from Contracting Officer to VECTOR attach. 1, at 4 (Jan. 11, 1999)
(emphasis added).

Under these circumstances, we conclude that the Navy reasonably considered
prior LSV experience in reviewing proposed personnel; that LSV experience
was not the only basis for the downgrading of VECTOR's proposal under this
subfactor; that VECTOR has not shown that the evaluation was unreasonable;
and that VECTOR has no credible basis to argue that it was not on notice of
the Navy's intent to evaluate prior LSV experience.

The protest is denied.

Comptroller General
of the United States

Notes

1. In regard to these subfactors, the RFP explains that subfactor C is most
important; subfactor B is half as important as C; subfactor C is
significantly more important than subfactors A, D, E, and F; subfactor A is
significantly more important than subfactors D, E, and F; and that
subfactors D, E, and F are equal in importance. Id.

2. In regard to these subfactors, the RFP explains that subfactor B is most
important, and more important than all the other subfactors combined;
subfactor A is more than twice as important as subfactors C, D, and E; and
that subfactors C, D, and E are of equal importance. Id. at 147.

3. The previous contract for task I-type services was awarded to Tracor.
Shortly before proposals were submitted for the instant procurement, Marconi
purchased Tracor. AR at 16-17.

4. For example, during discussions the Navy asked both Marconi and VECTOR to
identify how they planned to use incumbent personnel. Memorandum from
Technical Evaluation Committee to Contracting Officer 2-3 (Mar. 1, 1999). In
response, Marconi explained that it was not in a position to identify in
advance specific positions to be filled with incumbent personnel because it
did not know their availability, their salaries, or their specific
qualifications. Marconi Responses to Questions, Mar. 8, 1999, at 9. On the
other hand, Marconi expressed its willingness to explore the hiring of
incumbent personnel contingent upon whether doing so was in the best
interest of the government, and upon the concurrence of the agency. Id. This
response was consistent with the statement in Marconi's proposal that it
would "aggressively pursue the hiring of incumbent staff, with the
concurrence of the [contracting officer's representative] and in full
compliance of the Substitution and Addition of Key Personnel clause of the
RFP." Marconi Revised Proposal, supra, at 150. In answering this question,
however, Marconi also reiterated its promise to perform with its own
personnel in the event incumbent personnel were unavailable. Marconi
Responses to Questions, supra.

5. VECTOR also argues that Marconi's improper intent is shown by the fact
that Marconi's cost proposal did not include relocation costs for its key
personnel who were working elsewhere. The record here shows that the Navy
noticed the lack of relocation costs and asked Marconi, during discussions,
to explain how it would charge such costs. In response, Marconi answered
that neither it, nor its subcontractors, would "direct-charge any relocation
costs." Letter from Marconi to Navy Answering Mar. 16 Clarification
Questions encl. (1) at 3 (Mar. 19, 1999). In its final comments, VECTOR
merely repeats its initial contention that the omission of these costs is
evidence of Marconi's intended impropriety; VECTOR offers no support for
what we must presume is its ancillary contention that not charging such
costs directly to the contract is in some way inappropriate here. In our
view--and in light of VECTOR's failure to further buttress its contention,
as opposed to merely repeating it--there is nothing about Marconi's decision
not to charge relocation costs directly to the contract that suggests that
Marconi was attempting to mislead the Navy about its key personnel.

6. In any event, we note that even if the e-mail note is evidence of an
intent to "bait" the Navy, and "switch" later, the record shows that Marconi
has reconfirmed its intent to provide the key personnel identified in its
proposal. Given this development it is hard to see how VECTOR was prejudiced
by an intent that was not carried out. In addition, with respect to VECTOR's
contention that Marconi should be barred from consideration for award, such
a remedy is reserved for the most serious of material misrepresentations.
See Informatics, Inc., B-188566, Jan. 20, 1978, 78-1 CPD para. 53 at 13
(misrepresentation of results of a survey of the availability of incumbent's
personnel, exclusion recommended). Here, even if we agreed with VECTOR, and
we do not, we would not recommend exclusion of Marconi under these
circumstances.