TITLE:  Carlson Wagonlit Travel, B-287016, March 6, 2001
BNUMBER:  B-287016
DATE:  March 6, 2001
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Carlson Wagonlit Travel, B-287016, March 6, 2001

Decision

Matter of: Carlson Wagonlit Travel

File: B-287016

Date: March 6, 2001

Lars E. Anderson, Esq., Paul N. Wengert, Esq., and Sean M. Howley, Esq.,
Venable, Baetjer & Howard, for the protester.

Barry Roberts, Esq., and Brian J. Hundertmark, Esq., Roberts & Hundertmark,
for Omega World Travel, Inc., an intervenor.

Paul Kominos, Esq., and Capt. Dara Chane Leavitt, National Security Agency,
for the agency.

Tania Calhoun, Esq., and Christine S. Melody, Esq., Office of the General
Counsel, GAO, participated in the preparation of the decision.

DIGEST

Protest that contracting agency unreasonably evaluated proposal as
technically unacceptable is denied where the record shows that the
evaluation was reasonable and consistent with the solicitation's stated
evaluation criteria; agency is not required to conduct discussions with
offerors where solicitation advised that the agency intended to award a
contract on the basis of initial proposals.

DECISION

Carlson Wagonlit Travel protests the award of a contract to Omega World
Travel, Inc. under request for proposals (RFP) No. MDA904-00-R-3108, issued
by the National Security Agency (NSA) for travel services. Carlson argues
that NSA improperly evaluated its proposal as technically unacceptable and
improperly failed to engage in exchanges with the firm prior to award.

We deny the protest.

NSA issued this RFP on September 19, 2000, to obtain the services of a
commercial travel office (CTO) to provide or arrange for a complete range of
travel services for agency official travel, including procuring
transportation, lodging accommodations, rental cars, and other
travel-related services at the most economical cost to the agency. The RFP
anticipated the award of a no-cost contract with fixed-price transaction
fees based upon commissions for one base year, with up to four 1-year option
periods.

Award was to be made to the offeror whose proposal offered the lowest-priced
transaction fees and met or exceeded the proposal evaluation criteria. NSA
planned to use a pass/fail evaluation system to determine a CTO's
capabilities relative to numerous evaluation criteria. To be considered for
award, offerors' proposals were required to pass all criteria; a proposal
failing one criterion would not be considered for award. RFP Proposal
Evaluation Criteria (PEC) sect. B.1. The RFP advised that an unsupported
statement of compliance with the statement of work (SOW) would not
constitute a "responsive" proposal; "responsive" proposals were to provide
the information outlined in the proposal preparation instructions (PPI) and
to meet or exceed the requirements set forth in the SOW. [1] RFP sect. M.3. NSA
planned to make award based on initial offers without conducting discussions
or requesting proposal revisions. RFP sect. M.2. Since offerors might not have
an opportunity to correct deficiencies in their proposals, they were
cautioned that it was essential for them to provide all required proposal
information in a "thorough and unambiguous manner" and to respond to the
criteria and support their capability for providing service to the agency.
[2] PPI at 1.

NSA received three proposals by the October 25 closing date, including those
from Carlson and Omega. On November 1, the technical evaluators determined
that the SOW was unclear with respect to transaction fee billing and
recommended that it be clarified. On November 22, NSA issued amendment No.
0003 to revise the SOW with respect to transaction fee billing and issued
letters requesting final proposal revisions (FPR) to all three offerors. [3]
The requests advised offerors that their proposals had been evaluated and no
discussions were contemplated. Offerors were not asked any specific
questions about their proposals, but were encouraged to review them to
ensure they satisfied all requirements set forth in the PPI, RFP, and other
applicable documents.

All three offerors submitted FPRs by the November 29 closing date; none
revised their original proposals. The technical evaluation team found
Carlson's proposal technically unacceptable in four areas, including the
implementation plan criterion [4] and an aspect of the performance
requirements summary criterion. Carlson's proposed transaction fees were the
lowest received, at $[DELETED]. The technical evaluation team also found the
third offeror's proposal technically unacceptable, and recommended award to
Omega as the firm submitting the only technically acceptable proposal at a
price of $1,811,458. The source selection authority concurred and award was
made to Omega on December 13.

Carlson filed this protest after its debriefing. The firm disputes NSA's
bases for finding its proposal technically unacceptable and argues that NSA
improperly failed to engage in exchanges with the firm prior to award. After
the protest was filed, NSA determined that performance of the contract was
in the best interest of the government and that compelling and urgent
factors dictated a decision to override the suspension of performance. See
31 U.S.C. sect. 3553(d)(3)(C)(i) (1994).

The evaluation of technical proposals is a matter within the discretion of
the contracting agency since the agency is responsible for defining its
needs and the best method of accommodating them. Encorp-Samcrete Joint
Venture, B-284171,

B-284171.2, Mar. 2, 2000, 2000 CPD para. 55 at 4. In reviewing an agency's
evaluation, we will not reevaluate technical proposals, but instead will
examine the agency's evaluation to ensure that it was reasonable and
consistent with the solicitation's stated evaluation criteria. Id. The
offeror has the burden of submitting an adequately written proposal, and an
offeror's mere disagreement with the agency's judgment concerning the
adequacy of the proposal is not sufficient to establish that the agency
acted unreasonably. PEMCO World Air Servs., B-284240.3 et al., Mar. 27,
2000, 2000 CPD para. 71 at 15. Our review of the record shows that NSA's
evaluation of Carlson's proposal as technically unacceptable with respect to
the implementation plan criterion was reasonable, given its conflicting
information and lack of detail. [5]

Under the RFP's implementation and transition plan criteria, offerors were
required to describe an implementation plan that included a transition
summary and a transition schedule that met the SOW's requirements and
included all actions and milestones that had to occur to satisfy the
timeframes specified in the PPI, and to provide a transition plan that
included all actions and milestones that had to occur to provide a smooth
transition from the incumbent to a successor vendor at the completion of the
contract. PEC para.para. F.1.9-10.

The PPI required offerors to include an implementation schedule with major
action items to be completed prior to start-up in accordance with the SOW;
to explain how they would complete the transition from the current CTO; and
to explain how they expected to provide a smooth transition to a successor
vendor when the contract ended that maintained the SOW's performance
requirements. PPI at 3. The SOW's performance requirements with respect to
transition were specific and detailed.

Section 10 of the SOW described three types of transition requirements,
including those associated with contract startup and those associated with
agency transition, where the agency has switched contractors as a result of
resolicitation. Section 10.2 of the SOW set forth seven specific procedures
that were to be adhered to during the CTO transition. Among other things,
the SOW required the outgoing contractor to transfer passenger name records
(PNR) to the incoming contractor; maintain specified office hours for the
last days of the contract for the purpose of PNR transfers and the removal
and set-up of equipment; make all seminar and meeting arrangements for which
requests were received prior to the end of the contract; provide the
successor contractor with electronic or hard copies of all bookings and PNRs
taken on or before the contract expiration date for travel taking place
after the termination of the contract; provide the successor contractor with
electronic or hard copies of all agency profiles, traveler subprofiles, and
travel preference profiles in its possession; book all requests it received
prior to contract expiration; and reconcile each account balance and settle
each transaction dispute within 90 calendar days of the completed
transition.

Carlson's proposal with respect to its implementation plan consisted of a
three-paragraph narrative section and a three-page implementation plan in
the form of a table of 70 line items.

The only substantive information in the narrative portion of the proposal
states that, upon award, Carlson will meet with NSA to discuss and document
the agency's workflow and business processes to ensure a smooth and
efficient start-up. Topics for this meeting will include such things as
booking requirements and traveler profile collection methods. Proposal at
28. The proposal also stated that the firm's implementation plan included
"transition steps on line items 55 through 62 that ensure a complete
transition from the incumbent CTO, as well as contract closure steps on
lines 63 through 67 taken to ensure a smooth transition at contract end."
Id.

Beside each of the 70 line item numbers on the implementation plan is the
name of an event, task, or sub-task; a reference to the SOW as applicable; a
duration time; and start and finish dates. The relevant portion of the table
appeared as follows:

 ID  Task Name                                 Start     Finish

 55  TRANSITION REQUIREMENTS                   11/9/00   11/29/00

 56  CONTRACT START UP OVERVIEW MEETING        11/9/00   11/29/00

 57  MILESTONE OVERVIEW PLAN LINES 5-66        11/10/00  11/10/00

 58  MEETING SEE "Implementation Plan          11/10/00  11/10/00
     Section"

 59  COORDINATION WITH INCUMBENT               11/10/00  11/13/00

 60  NSA TRAVELER PROFILES                     11/9/00   11/29/00

 61  COLLECTION METHODS                        11/9/00   11/9/00

 62  INPUT TO CWT SYSTEM                       11/9/00   11/29/00

 63  CONTRACT CLOSURE PLAN                     12/18/00  12/18/00

 64  MEETING WITH NEW TRAVEL PROVIDER          12/18/00  12/18/00

 65  PROFILES TRANSFER                         12/18/00  12/18/00

 66  TRAVELER RECORDS TRANSFER                 12/18/00  12/18/00

 67  TRANSITION OF STP AND GDS EQUIPMENT       12/18/00  12/18/00

NSA concluded that the contract closure plan in Carlson's table did not
apply to the end of the solicited contract, as required, but to the end of
the current contract. This belief was grounded in the fact that the start
and finish dates next to the contract closure plan task and all of its
sub-tasks was December 18, 2000, the anticipated implementation date for the
instant contract, and the fact that the sub-tasks listed under Carlson's
contract closure plan were those a firm must accomplish in order to
implement a new contract. As a result, NSA viewed lines 55-67 of Carlson's
implementation plan as identifying only what was to be done during the
initial transition, not at contract closure. Technical Evaluation Document
at 1. Since the RFP required offerors to explain both how they would
complete the transition from the current CTO and how they expected to
provide a smooth transition to a successor vendor when the contract ended
that maintained the SOW's performance requirements, as described above, NSA
found Carlson's proposal technically unacceptable.

Carlson contends that since the narrative portion of its proposal stated
that lines 63-67 of its implementation plan pertained to the smooth
transition of the contract at its end, and since line 63 is entitled
Contract Closure Plan, it should have been evident to NSA that the December
18, 2000 date was a typographical error that could have been clarified by
the agency prior to award. We do not agree.

If, as here, award will be made without conducting discussions, offerors may
be given the opportunity to clarify certain aspects of proposals (e.g., the
relevance of an offeror's past performance information and adverse past
performance information to which the offeror has not previously had an
opportunity to respond) or to resolve minor or clerical errors. FAR sect.
15.306(a)(2). We have previously held that a contracting officer must give
an offeror the opportunity to resolve minor or clerical

errors only where their existence is clear. A.G. Cullen Constr., Inc.,
B-284049.2, Feb. 22, 2000, 2000 CPD para. 45 at 5 n.6. Here, we are not
persuaded that Carlson's imposition of the contract implementation date not
once, but 10 times, in places where the agency expected to see a date
perhaps 5 years into the future, was a minor or clerical error. The RFP
specifically required offerors' transition plans to include all actions and
milestones that had to occur to provide a smooth transition, and such
milestones are inextricably tied to the dates set forth in the plan. Carlson
was on notice to provide all required information in a "thorough and
unambiguous manner," and the other language in the proposal indicating that
these line items pertained to the contract closure plan was rendered
ambiguous by the December 18, 2000 dates. The burden was clearly on Carlson
to submit an initial proposal containing adequate information to meet the
requirements associated with the contract closure plan, and the protester
ran the risk of having its proposal rejected by failing to do so. Kahn
Instruments, Inc., B-277973, Dec. 15, 1997, 98-1 CPD para. 11 at 8. Given the
conflicting information in Carlson's proposal, we do not find the agency's
evaluation unreasonable. PEMCO World Air Servs., B-284240.3 et al., Mar. 27,
2000, 2000 CPD

para. 71 at 15.

Moreover, in response to Carlson's argument, the agency states that if it
had assumed that the December 18, 2000 date was a typographical error, it
would have considered the contract startup aspect of the firm's
implementation plan to be technically unacceptable. NSA contends that two
sub-tasks listed under Carlson's contract closure plan--profiles transfer
and traveler records transfer--should also have been listed under the
startup plan because they must be performed at that time as well. Since NSA
had considered all of the tasks listed under Carlson's transition
requirements line item to be part of the startup plan, it was able to find
that plan technically acceptable. However, if it were now to understand the
contract closure plan line item and its subtasks to actually be the contract
closure plan, it would be unable to find that these two tasks were part of
the startup plan, which would make the startup plan technically
unacceptable. [6]

Carlson argues that line item 57, "Milestone Overview Plan Lines 5-66,"
incorporates lines 65 (Profiles Transfer) and 66 (Traveler Records Transfer)
into the implementation plan, and that line items 60-62 (NSA Traveler
Profiles, Collection Methods, and Input to CWT System, respectively) also
apply to the implementation plan. As a result, Carlson argues that these
tasks are included in the startup aspect of its implementation plan.

The technical evaluation team leader states that line item 57 appeared to be
an internal overview meeting. Statement at 1. In this regard, as noted
above, Carlson's narrative stated that the firm planned to meet with NSA
after award to discuss and document the agency's workflow and business
processes, including such things as booking requirements and traveler
profile collection methods. Since line item 57 does, in fact, appear to be a
sub-task under the "Contract Start Up Overview Meeting" line item, we cannot
fault the agency for reaching this conclusion. Lines 60-62 also appear to be
sub-tasks falling under the "Contract Start Up Overview Meeting" line item,
and NSA states that it interpreted this information to refer to an
undertaking by Carlson to solicit NSA personnel for traveler preferences,
rather than the action of receiving the incumbent's already-established
profiles, since the narrative in Carlson's proposal only refers to a meeting
with NSA. Agency Report at 4 n.4. When taken as a whole, we cannot agree
with Carlson that its listing of these tasks in the manner it did met the
RFP's requirements.

In its report, the agency further supports its position that Carlson's
proposal was unacceptable under this criterion by arguing that it failed to
include a reference to the SOW requirement to book all requests it received
prior to contract expiration as a task under its contract closure plan.
While Carlson is correct that this was not a contemporaneous basis for NSA's
conclusion that its proposal was technically unacceptable, the record shows
that NSA did not think that Carlson had proposed a contract closure plan at
all during the evaluation process. The position now taken by NSA is both in
response to Carlson's protest allegations and entirely accurate. In fact,
given the RFP's unambiguous requirement that offerors "explain" how the CTO
was expected to provide a smooth transition to a successor vendor when the
contract ended that maintained the SOW's performance requirements, and the
RFP's detailed recitation of those requirements, it is difficult to imagine
how Carlson could have expected that the mere list of tasks it provided
should have been sufficient for NSA to find its proposal technically
acceptable. [7]

Finally, Carlson argues that the agency's November 22 request for FPRs,
which accompanied amendment No. 0003, was tantamount to opening discussions.
The protester asserts that since NSA should have known that its proposal was
technically unacceptable at that time, it was required to engage in either
clarifications or discussions with the firm.

The technical team leader states that some deficiencies were found in
Carlson's proposal prior to November 22, but that it was not deemed
technically unacceptable at that point because she was having ongoing
discussions with the contracting officer regarding the evaluation team's
findings. She states that the team felt it necessary to send amendment No.
0003 to all offerors on November 22 because a final decision had not yet
been made as to which proposals were technically acceptable or unacceptable;
the responses received to the amendment could lead to a determination that
all proposals were technically unacceptable. Statement at 1.

We have no basis to object to the agency's actions. There is no requirement
that an agency hold discussions where the solicitation advises offerors of
the possibility of award without discussions. [8] FAR sect. 15.306(a)(3); Kahn
Instruments, Inc., supra, at 8. Moreover, an agency is not required to
remind an offeror to submit certain information with its final offer when
that information is, as here, specifically called for in the solicitation.
Dynamic Sys. Techs., Inc., B-253957, Sept. 13, 1993, 93-2 CPD para. 158 at 6.

The protest is denied.

Anthony H. Gamboa

Acting General Counsel

Notes

1. Although the solicitation refers to responsive and nonresponsive
proposals, the concept of responsiveness is not applicable to negotiated
procurements. Where a proposal submitted under a negotiated procurement
fails to meet a material requirement of the RFP, it is unacceptable, not
nonresponsive. Blocacor, LDA, B-282122.3, Aug. 2, 1999, 99-2 CPD para. 25 at 2
n.1.

2. In view of the RFP's specific requirements that offerors support their
statements of compliance with the SOW, we do not agree with Carlson that its
mere statement that it would comply with such requirements, submitted in
accordance with the clause at Federal Acquisition Regulation (FAR) sect.
52.215-1(c)(2)(iii), was sufficient to render its proposal technically
acceptable.

3. Notwithstanding the letters' use of the term "FPR," usually a
post-discussions event, see FAR sect. 15.307, NSA did not conduct discussions in
this procurement.

4. "Implementation plan" and "transition at completion of contract" were
listed as separate evaluation criteria but the PPI instructed offerors to
combine their responses in one place and NSA evaluated them accordingly.

5. Since we find that NSA reasonably evaluated Carlson's proposal as
technically unacceptable under the implementation plan evaluation criterion,
and since the RFP provided that proposals could be considered for award only
if they were found acceptable under all criteria, we need not address
Carlson's argument that NSA unreasonably evaluated its proposal under the
performance requirements summary criterion. NSA has conceded that it had
incorrectly determined that Carlson's proposal was technically unacceptable
as to two other areas.

6. Although Carlson complains that this is a new theory for finding its
proposal unacceptable, NSA's argument is merely a response to Carlson's
protest argument that the December 18, 2000 dates in its chart were
typographical errors.

7. Carlson complains that Omega's proposal was found technically acceptable
merely because it "parroted" the solicitation's requirements, but our review
of Omega's proposal shows that the firm wove those requirements into an
explanation of its plans; we have no basis to question the agency's
evaluation.

8. Carlson also argues that NSA was obligated to seek "clarifications"
before eliminating its proposal from the competitive range, citing FAR sect.
15.306(b), but NSA did not establish a competitive range here.