TITLE:  Northrop Grumman Information Technology, Inc., B-290080; B-290080.2; B-290080.3, June 10, 2002
BNUMBER:  B-290080; B-290080.2; B-290080.3
DATE:  June 10, 2002
**********************************************************************
Northrop Grumman Information Technology, Inc., B-290080; B-290080.2; B-290080.3,
June 10, 2002

   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.        

   Decision
    
Matter of:   Northrop Grumman Information Technology, Inc.
    
File:            B-290080; B-290080.2; B-290080.3
    
Date:              June 10, 2002
    
John J. Fausti, Esq., and Monica C. Parchment, Esq., John J. Fausti &
Associates, for the protester.
Thomas P. Humphrey, Esq., and John E. McCarthy, Esq., Crowell & Moring,
for TRW, Inc., an intervenor.
Sharon A. Jenks, Esq., Department of the Air Force, for the agency.
Mary G. Curcio, Esq., and John M. Melody, Esq., Office of the General
Counsel, GAO, participated in the preparation of the decision.
DIGEST
    
1.  Protest that awardee engaged in *bait and switch* with respect to key
personnel is denied where agency chose not to incorporate awardee's key
personnel provision into contract for administrative convenience, not
because the awardee's proposal evidenced intent not to have the key
personnel available to perform.
    
2.  Protest that agency should not have assigned protester and awardee the
same risk rating for systems management/program management factor is
denied, where record shows that agency recognized the risks in each
proposal, and concluded that both translated into moderate risk;
protester's mere disagreement with this conclusion does not demonstrate
that evaluation was unreasonable.
    
3.  Agency engaged in meaningful discussions with protester where, during
discussions, it pointed out significant weaknesses.
DECISION
    
Northrop Grumman Information Technology, Inc. protests the award of a
contract to TRW, Inc. under request for proposals (RFP) No.
F25600-00-R-5017, issued by the Department of the Air Force for systems
engineering, systems management, program management, systems sustainment,
and contract transition for the Air Force Weather Weapon System (AFWS or
SEMS contract).  Northrop complains that the Air Force improperly
evaluated proposals, and failed to hold meaningful discussions.[1]
    
We deny the protest. 
    
The solicitation anticipated the award of a cost-plus-award-fee contract
for a base period of 6 months, with 5 option years.  The solicitation
advised offerors that the contract would be awarded on the basis of the
best value to the government, after an evaluation of proposals against the
following criteria (with the non-price factors, collectively,
significantly more important than price):  mission capability (systems
engineering, systems management/program management, systems sustainment,
transition, small business utilization); proposal risk; past performance;
and cost/price.  Regarding the mission capability subfactors, systems
engineering and systems management/program management were equal in weight
to each other and more important than the other factors; systems
sustainment was equal to transition; and small business was the least
important.  Also with respect to the mission capability subfactors, the
solicitation set forth performance threshold requirements against which
the proposals would be evaluated, as well as performance objective
requirements.  The solicitation also contained a performance requirement
document (PRD) that listed requirements the contractor would be required
to meet in each area.      
    
Three offerors, including TRW and Northrop, responded to the
solicitation.  A source selection evaluation team (SSET) evaluated the
mission capability factor, assigning each subfactor a color rating
(blue-exceptional, green-acceptable; yellow-marginal and red-unacceptable)
and a proposal risk assessment (high, moderate or low).  The color rating
was based on how well the proposal met the evaluation thresholds and
solicitation requirements, and the risk rating was based on the risks and
weaknesses associated with each offeror's proposed approach.  RFP S: M
6.6.1.  A performance risk assessment group (PRAG) evaluated past
performance by assigning a confidence assessment rating to each proposal,
and a cost team evaluated proposed costs for realism and reasonableness. 
    
Following the initial evaluation, three rounds of written discussions (and
face-to-face discussions if requested), and the submission and evaluation
of final proposal revisions (FPR), TRW's and Northrop's proposals were
rated green for all mission capability subfactors.  Performance Analysis
Report (PAR) at 2 and 66.  TRW's proposal received a low performance risk
rating under the systems engineering and small business utilization
subfactors, and moderate risk ratings for the remaining subfactors.  PAR
at 66.  Northrop's proposal was rated moderate risk for systems
engineering, systems/property management and systems sustainment, and low
risk for transition and small business utilization.  Id.  Both offerors
received *significant* confidence ratings under the past performance
factor.  Id.  TRW's *most probable cost* ($54,982,655) was somewhat higher
than Northrop's [DELETED].  Id.  The source selection authority (SSA)
reviewed the evaluation results in the PAR, and made award to TRW on the
basis that its proposal provided the best value to the government.  This
protest followed.[2]
    
Northrop challenges the award decision on numerous grounds.  Based on our
review of the record, we find all of Northrop's arguments to be without
merit.  We discuss the primary issues below.
    
EVALUATION OF NORTHROP'S FPR
    
Northrop asserts that the SSET did not present the SSA with the exact
changes that Northrop made in its FPR, and that the SSA therefore made the
award decision based on inaccurate information.
    
This argument is without merit.  There was no requirement that the SSA be
made aware of the exact proposal changes that offerors made in their FPRs;
rather, the SSET was responsible for evaluating the technical proposals,
including the FPRs, and then presenting the results of its evaluation to
the SSA.  The record confirms that this is what happened.  The SSET
compiled the evaluation results in the PAR, which clearly indicates that
the SSET reviewed the proposal changes Northrop made in its FPR.  For
example, the PAR, at pages 59 and 61, specifically discusses Northrop's
FPR changes regarding the [DELETED] and [DELETED].  Since the SSA reviewed
the PAR in making his source selection decision, there is no basis for
concluding that his decision was made without knowledge of Northrop's FPR.
    
*BAIT AND SWITCH*
    
The solicitation required proposals to include a list of key personnel who
would be available to staff the contract for a minimum of 90 days (except
for reasons beyond the employee's control) at the beginning of contract
performance.  RFP S: H, at 10.  Noting that the Air Force did not
incorporate TRW's proposed key personnel into TRW's contract, Northrop
asserts that the Air Force intends to allow TRW to engage in an improper
*bait and switch,* that is, permit TRW to provide a different set of
personnel than it proposed.
    
To establish an improper *bait and switch,* a protester must show that the
firm either knowingly or negligently made a misrepresentation regarding
employees that it does not expect to furnish during contract performance,
that the misrepresentation was relied upon in the evaluation, and that it
had a material impact on the evaluation results.  Advanced Communication
Sys., Inc., B-283650 et al., Dec. 16, 1999, 2000 CPD P: 3 at 10.
    
There is no evidence of a *bait and switch* here.  TRW included the
required list of key personnel in its proposal, and we find nothing in the
proposal indicating that TRW did not intend to provide these personnel for
at least 90 days at the outset of performance.  The agency reports that it
did not incorporate this list in TRW's contract, not because there was
reason to believe that these personnel would not be available, but to
avoid the need to modify the contract in the event of permissible key
personnel changes over the life of the contract.  Contracting Officer's
Report (COR) at 14.  In light of this explanation, and since Northrop has
presented no evidence--and we find none in the record--suggesting that TRW
offered key personnel with the intention of switching them out after
award, there is no basis for finding an improper *bait and switch.*
    
MISSION CAPABILITY
    
Northrop maintains that the Air Force improperly assigned TRW's proposal
the same moderate risk rating it assigned Northrop's under the systems
management/program management, systems sustainment and transition
subfactors. [3]  In this regard, Northrop notes that TRW's risk rating
reflected its proposal to staff the contract by either [DELETED], while
Northrop's own risk rating was primarily based on the less significant
finding that its [DELETED] was inadequate.[4]  Northrop asserts that TRW's
staffing approach warranted a rating of high risk, because there was no
basis for the agency to assume that [DELETED] would work for TRW, or that
[DELETED]. 
    
In reviewing an agency's evaluation of proposals, our review is limited to
a determination of whether the agency acted reasonably and consistent with
the stated evaluation factors and applicable statutes and regulations. 
Metropolitan Interpreters & Translators, B-285394.2 et al., Dec. 1, 2000,
2001 CPD P: 97 at 5. 
    
The evaluation in this area was unobjectionable.  The record shows that
the agency fully considered the risk in TRW's staffing approach, and
determined that it presented only a moderate--rather than high--risk,
because TRW also presented a back-up plan of staffing the contract with
[DELETED].  COS at 41.  The agency recognized that there also was risk in
TRW's back-up plan, PAR at 49, but apparently decided that, overall, the
risk that TRW would not be able to staff the contract using one of its
approaches was only moderate as defined in the RFP, that is, that there
was a risk that the proposal could potentially cause some disruption of
schedule, increased cost, or degraded performance, but that special
contractor emphasis and close government monitoring would probably be able
to overcome any difficulties.  RFP S: M 6.6.2.2.  Northrop has presented
nothing--besides its own view of the relative risks of the proposals--to
establish that the agency's risk assessment was unreasonable.  Northrop's
disagreement with the evaluation is not sufficient to show that it was
unreasonable.  Advanced Communication Sys., Inc., supra, at 13. 
    
As for Northrop's own risk rating, Northrop's argument simply ignores the
importance that the Air Force attaches to the help desk operation due to
the agency's concern with customer care.  COS at 21.  In this regard, the
PRD states that the contractor is required to maintain the highest quality
services and customer support.  See PRD P:P: 1.4, 3.3.13.  Again,
Northrop's mere disagreement with the agency as to the significance of the
risk is not sufficient to demonstrate that the evaluation was
unreasonable.  Accordingly, we have no basis to question this aspect of
the evaluation.
    
MEANINGFUL DISCUSSIONS
    
Northrop protests that the agency improperly failed to raise during
discussions a number of evaluated weaknesses and risks in its proposal. 
The Air Force responds that the weaknesses cited either were pointed out
during discussions, or were insignificant, and thus were not required to
be pointed out. 
    
Although discussions must address at least deficiencies and significant
weaknesses identified in proposals, the scope and extent of discussions
are largely a matter of the contracting officer's judgement.  Millar
Elevator Serv. Co., B-284870.4, Dec. 27, 2000, 2001 CPD P: 27 at 5.  In
this regard, we review the adequacy of discussions to ensure that agencies
point out weaknesses that, unless corrected, would prevent an offeror from
having a reasonable chance for award.  Brown & Root, Inc. and Perini
Corp., a joint venture, B-270505.2, B-270505.3, Sept. 12, 1996, 96-2 CPD
P:143 at 6.  An agency is not required to afford offerors all encompassing
discussions, or to discuss every aspect of a proposal that receives less
than the maximum score, and is not required to advise an offeror of a
minor weakness that is not considered significant, even where the weakness
subsequently becomes a determinative factor in choosing between two
closely ranked proposals.  Id.
    
We find that the discussions were adequate.  For example, Northrop argues
that the Air Force failed to discuss its concern that Northrop's proposal
showed limited employment of the Management Information System (MIS). 
However, as the agency points out, this was just one of several noted
weaknesses in Northrop's approach to performing the contract, with no
indication that it was considered significant.  COR at 23-24.  This being
the case, and since there is no evidence that the weakness prevented the
proposal from being rated acceptable under the systems management/program
management subfactor, or otherwise prevented Northrop from having a
reasonable chance of receiving the award, the agency was not required to
discuss this issue with Northrop.  See Brown & Root, Inc. and Perini
Corp., a joint venture, supra.
    
Northrop also complains that discussions were misleading because, in
advising Northrop that its proposal failed to show a *proactive* approach
to systems engineering, the Air Force referenced Northrop's oral
presentation, but did not specifically inform Northrop that any
information Northrop provided in response was required to be included in
its revised proposal.  This argument is without merit.  Since the oral
presentation was part of the proposal, and Northrop responded to the
discussion questions regarding its proposal in writing, Northrop should
have understood that its response to the question concerning the oral
presentation had to be addressed in its written response. 
    
The protest is denied.
    
Anthony H. Gamboa
General Counsel
    
    
    
    

   ------------------------

   [1] Northrop has filed a supplemental protest (B-290080.4) that we intend
to address in a separate decision.
[2] Northrop raised a number of issues to which the agency responded in
its report, and which Northrop failed to address in its comments on the
report.  These issues include, for example, that TRW was improperly
evaluated as acceptable under the systems sustainment factor, that the
agency improperly found that Northrop proposed an inadequate help desk
staff, and that the agency performed an unreasonable cost realism analysis
of TRW's proposal because TRW offered unrealistically low salaries, and
unsupported cost reduction measures.  We consider these issues abandoned
and will not address them.  Westinghouse Gov't. and Envtl. Servs. Co.,
Inc., B-280928 et.al., Dec. 4, 1998, 99-1 CPD P: 3 at 7 n.6.
[3] Northrop also maintains that the evaluation of its proposal under the
mission capability factor is internally inconsistent because, in a number
of areas, its proposal was assigned a weakness or risk under one
subfactor, while being assigned a strength under a different subfactor
based on similar considerations.  For example, Northrop notes that its
proposal was assigned a weakness under the systems engineering subfactor
for failing to explain how cost as an independent variable would be used;
at the same time, it received a strength under the systems
management/program management subfactor on the basis that its system
maturity process was integrated with cost analysis.  In response, the
agency explains that the subfactor evaluations were based on the specific
criteria for the subfactor.  With regard to the above example, the agency
explains that while, under the systems engineering subfactor, Northrop did
not adequately address how it would use cost as an independent variable in
its systems engineering analysis, Northrop did show, under the systems
management/program management subfactor, how it would use cost analysis in
the system maturity process.  In its comments on the agency report,
Northrop did not refute any of the agency's explanations, instead simply
repeating the arguments made in its protest.  Based on our review of the
solicitation, and the agency's explanation, and in the absence of any
response from Northrop, we find that the evaluations under the various
subfactors were reasonable, and not inconsistent.  Deponte Invs., Inc.,
B-288871, B-288871.2, Nov. 26, 2001, 2002 CPD P: 9 at 3.
[4] Northrop asserts that the risk inherent in TRW's plan [DELETED] also
should have been considered under the systems management/program
management subfactor.  The PAR shows that the agency did this.  For
example, in discussing TRW's proposal under this subfactor, the PAR states
at page 18 that *TRW's proposal introduced risk for continuity and
availability of staffing.  [DELETED] staff would be available after the
transition period. . . .  TRW would not know whether the [DELETED].*