TITLE:  Madison Research Corporation, B-295716, April 25, 2005
BNUMBER:  B-295716
DATE:  April 25, 2005
**********************************************************************
   Decision

   Matter of: Madison Research Corporation

   File: B-295716

   Date:              April 25, 2005

   Thomas J. Madden, Esq., and Sharon A. Jenks, Esq., Venable LLP, and J.
Andrew Watson, III, Esq., and Rosalind Greene, Esq., Balch & Bingham LLP,
for the protester.

   Mark Colley, Esq., and Kara Daniels, Esq., Holland & Knight LLP, and John
J. Callahan, Esq., Richardson Callahan LLP, for COLSA Corporation, an
intervenor.

   Clarence D. Long, III, Esq., Michael J. O'Farrell, Jr., Esq., William
Landsberg, Esq., and Lawrence Anderson, Esq., Department of the Air Force,
for the agency.

   Jonathan L. Kang, Esq., and Michael R. Golden, Esq., Office of the General
Counsel, GAO, participated in the preparation of the decision.

   DIGEST

   1.  Protest challenging revision of awardee's past performance score is
denied where agency reasonably explains basis for change to initial
scoring.

   2.  Protest alleging "bait and switch" of awardee's proposed key personnel
is denied where the record does not support allegation--the proposed
individual was initially performing the work, but subsequently resigned.

   3.  Protest challenging evaluation of offerors' technical and cost
proposals is denied where agency reasonably evaluated offerors' proposals.

   DECISION

   Madison Research Corporation (MRC) protests the award of a contract to
COLSA Corporation under request for proposals (RFP) No. FA9200-05-R-0002,
issued by the Department of the Air Force for the Technical and
Acquisition Management Support (TAMS 3) contract at Eglin Air Force Base
(AFB), Florida.  The protester argues that the agency improperly revised
COLSA's initial past performance rating and misevaluated offerors'
technical and cost proposals, and that COLSA engaged in an improper "bait
and switch" scheme by proposing an individual for a key personnel position
who resigned after contract award.

   We deny the protest.

   BACKGROUND

   The RFP was issued on June 10, 2004 and anticipated award of two
cost-reimbursement (with cost-plus-award-fee line items)
indefinite-delivery, indefinite-quantity contracts.  The RFP sought
proposals to provide assistance to the agency workforce in the research,
development, acquisition, testing and maintenance of aircraft and
munitions systems at Eglin AFB and other locations.  The RFP was a small
business set-aside, and the agency stated that it intended to award one
contract to an offeror who was a participant in the Small Business
Administration's 8(a) program, and a second, non-8(a) contract to either
one of the remaining 8(a) offerors or a non-8(a) small business offeror. 
The base performance period for the contracts is 1 year, with four 1-year
option periods. 

   The RFP stated that the agency would "select the best overall offeror(s),
based on an integrated assessment of Past Performance, Mission Capability,
Proposal Risk, and Price/Cost."  RFP, at M-1, P 1.1.  The past performance
factor was the most important, followed by mission capability and proposal
risk, which were equally important, with price/cost the least important
factor.  Id. P 2.1.  The mission capability factor had six subfactors,
listed in descending order of importance:  overall TAMS management;
workforce hiring, training and retention; access to
information/organizational conflicts of interest (OCI); transition and
facilities management; task orders; and cost management.  Id.

   Based on the final evaluation results, the source selection authority
(SSA) selected Business Technologies and Solutions, Inc. (BTAS) for the
8(a) award, and COLSA for the non-8(a) award.  After its debriefing, MRC
protested the award to COLSA.

   As relevant here, the agency's final evaluations of COLSA and MRC were as
follows:[1]

   +------------------------------------------------------------------------+
|A                                     |     COLSA      |      MRC       |
|--------------------------------------+----------------+----------------|
|Performance Confidence                |High Confidence |High Confidence |
|--------------------------------------+---------------------------------|
|Mission Capability                    |A                                |
|--------------------------------------+---------------------------------|
|  Subfactor 1: Overall TAMS Management|Green / Low Risk|Green / Low Risk|
|--------------------------------------+----------------+----------------|
|  Subfactor 2: Workforce              |Blue / Low Risk |Green / Low Risk|
|--------------------------------------+----------------+----------------|
|  Subfactor 3: OCI                    |Green / Low Risk|Green / Low Risk|
|--------------------------------------+----------------+----------------|
|  Subfactor 4: Transition             |Green / Low Risk|Green / Low Risk|
|--------------------------------------+----------------+----------------|
|  Subfactor 5: Task Orders            |Green / Low Risk|Green / Low Risk|
|--------------------------------------+----------------+----------------|
|  Subfactor 6: Cost Management        |Green / Low Risk|Green / Low Risk|
|--------------------------------------+----------------+----------------|
|Total Evaluated Amount, Average       |  $111,030,357  |   [deleted]    |
|--------------------------------------+----------------+----------------|
|Total Evaluated Amount, Maximum       |  $126,047,837  |   [deleted]    |
+------------------------------------------------------------------------+

   Agency Report (AR), Tab 33, Source Selection Decision (SSD), at 3-10,
12-13.

   DISCUSSION

   Evaluation of COLSA's Past Performance

   MRC first argues that the agency unreasonably evaluated COLSA's past
performance proposal.  Specifically, MRC contends that the agency
improperly elevated COLSA's score to "high confidence," the rating that
MRC also received, from COLSA's initial rating by the performance risk
assessment group (PRAG) of "significant confidence." 

   Offerors' past performance was evaluated on the basis of "present and past
work record to assess the Government's confidence in the Offeror's
ability/probability to successfully perform as proposed."  RFP, at M-4, P
2.2.1.  Individual past performance references were scored by the agency
for relevance and the quality of ratings received from contract
references.  The agency's internal evaluation criterion for a "high
confidence" rating was:  "Based on the offeror's performance record,
essentially no doubt exists that the offeror will successfully perform the
required effort."  The criterion for "significant confidence" was:  "Based
on the offeror's performance record, little doubt exists that the offeror
will successfully perform the required effort."  AR, Tab 31, Final SSA
Briefing, at 27.

   In his SSD, the SSA explained that the PRAG initially rated COLSA's past
performance as "significant confidence," but that this rating was revised
after the PRAG discovered an unintentional bias in favor of MRC:

   [A]lthough the PRAG recommended a SIGNIFICANT CONFIDENCE assessment, based
on the *Very Relevant/Relevant' examples with EXCEPTIONAL and VERY GOOD
performance, I have essentially no doubt that COLSA would successfully
perform the required effort.  During the final briefing to the SSAC, the
PRAG stated that the only qualitative difference between the ratings for
MRC and COLSA had been an unintended preference for incumbency and that
the information/evaluation for COLSA warranted a HIGH CONFIDENCE rating. 
The PRAG and the [source selection advisory committee] concurred in
revising the rating for COLSA to HIGH CONFIDENCE.

   AR, Tab 33, SSD, at 10.

   Consistent with this explanation, the contracting officer explains that
"[t]he PRAG realized that they incorrectly applied the 'essentially no
doubt' portion of the High Confidence Assessment definition to only an
offeror who had previously done
TAMS 2 work which was MRC."  Contracting Officer's Statement P 10.2.1. 
The PRAG chair further explains that, just prior to the final SSA
briefing, she was told by an advisor to the SSA that the PRAG should be
prepared to explain the difference between MRC's and COLSA's past
performance ratings.  Declaration of PRAG Chair, at 1.  Based on a
subsequent side-by-side comparison of MRC's and COLSA's past performance,
the PRAG determined that COLSA's ratings were sufficiently similar to
MRC's that an equal "high confidence" rating was warranted.  Id. 

   MRC argues that the revision of the PRAG's initial rating of COLSA's past
performance is not documented, and the agency's subsequent explanation for
the change is not supported by the contemporaneous record.  However, we
believe the SSA, in the SSD itself, reasonably explains the change in
COLSA's evaluation, and the agency's explanations are consistent with the
contemporaneous record.  We conclude that the agency reasonably evaluated
the offerors' past performance proposals, and that the agency's upward
revision of COLSA's past performance rating was also reasonable.[2]

   Evaluation of TAMS Management Subfactor

   MRC next argues that the agency improperly evaluated MRC's and COLSA's
proposals under the TAMS management subfactor of the mission capability
evaluation factor.  Both offerors' proposals were evaluated as "green" for
this subfactor.  The TAMS Management subfactor required offerors to
demonstrate the "ability to manage a workforce capable of providing
required services in accordance with the statement of work and to manage
the workload and workforce. . . . [and the] ability to manage its business
operations, security, human resources, and other functions."  RFP, at M-6,
P 2.3.1. 

   In reviewing a procuring agency's evaluation of an offeror's technical
proposal, our role is limited to ensuring that the evaluation was
reasonable and consistent with the terms of the solicitation and
applicable statutes and regulations.  Urban-Meridian Joint Venture,
B-287168, B-287168.2, May 7, 2001, 2001 CPD P 91 at 2.  Our Office will
not question an agency's evaluation judgments absent evidence that those
judgments were unreasonable or contrary to the stated evaluation
criteria.  Kay & Assocs., Inc., B-291269, Dec. 11, 2002, 2003 CPD P 12 at
4. 

   MRC first protests that COLSA engaged in an improper "bait and switch"
scheme by proposing a project manager who later withdrew from
participation in that role for COLSA.  For the key personnel criterion of
the TAMS management subfactor, the RFP required offerors to provide
information for up to three key personnel.[3]  RFP
at L-13, P 1.3.3.1. 

   COLSA proposed as its program manager an individual who had previously
served as the program manager for Anstec, Inc./Keene, Inc. on the TAMS 1
contract.  AR,
Tab 12, COLSA Proposal, Vol. 2, at 16-17.  COLSA entered into a consulting
agreement with its proposed program manager to assist in preparing its
TAMS 3 proposal, and states that it had an oral agreement that this
individual would serve as the TAMS 3 project manager in the event that
COLSA was selected for award.  Decl. of COLSA Proposed Program Manager PP
3, 5; Decl. of COLSA Proposal and Transition Team Manager PP 2-3, exh. 2. 
Upon notice of its award of the TAMS 3 contract, COLSA and its proposed
program manager executed a formal, written contract.  Decl. of COLSA
Proposed Program Manager P 6; Decl. of COLSA Proposal and Transition Team
Manager P 6, exh. 3.  During the transition period, however, COLSA was
advised by the agency that certain members of the TAMS 2 incumbent
workforce had expressed reluctance to work for COLSA's proposed program
manager, and that this reluctance was contributing to a slower than
anticipated transition.  Decl. of COLSA Proposal/Transition Team Manager P
10; First Decl. of Contracting Officer at 1-2.  After COLSA discussed this
issue with its proposed program manager, they agreed that additional
efforts would be required to overcome the apparent transition problems. 
Decl. of COLSA Proposed Program Manager PP 8; Decl. of COLSA Proposal and
Transition Team Manager PP 11.  The proposed program manager concluded
that the difficulties in the transition, along with his determination that
full-time work as the project manager involved more time than he had
anticipated, warranted his resignation.  Decl. of COLSA Proposed Program
Manager P 8; Decl. of COLSA Proposal and Transition Team Manager, exh. 4.

   An offeror may not propose to use specific personnel that it does not
expect to use during contract performance, as doing so would have an
adverse effect on the integrity of the competitive procurement system and
generally provides a basis for proposal rejection.  AdapTech Gen.
Scientific, LLC, B-293867, June 4, 2004, 2004 CPD P 126 at 5.  The
elements of such an impermissible "bait and switch" are as follows:  (1)
the awardee represented in its proposal that it would rely on 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 & Assoc., Ltd.--Recon., B-271741.3, Mar. 10,
1997, 97-1 CPD P 122 at 2-3.

   The parties here do not dispute the first two elements of the "bait and
switch" test, but instead dispute whether the facts establish the third
element of foreseeability.  Although MRC contends that the record
indicates that COLSA knew or should have known that its proposed program
manager would not be available to perform the work, and offers speculation
as to COLSA's knowledge or intentions, we do not believe that the record
supports MRC's allegations.  In fact, the record shows that COLSA executed
a written contract with its proposed program manager, that the individual
began performance of the transition effort, and that he was working for
the awardee at the time of his departure.  COLSA has reasonably explained
the details of its dealings with the individual in question and his
subsequent departure from the project, none of which suggests that COLSA
did not intend for him to perform as proposed.  Thus, this aspect of the
protest is without merit.

   MRC next argues that COLSA's proposal should have been downgraded under
the TAMS management subfactor because the agency failed to consider
negative past performance information regarding COLSA's proposed program
manager.  MRC alleges that the individual supervised the TAMS 1 contract
at a time when the
TAMS 1 contractor experienced a $2 million cost overrun.  The agency
states that it was unaware of this information at the time it evaluated
COLSA's proposal.  Second Decl. of Contracting Officer at 1; Second Decl.
of Agency Mission Capability Subfactor Lead at 1.  Subsequent to the
filing of the protest, the agency reviewed the record from the TAMS 1
contract, which disclosed a $2.2 million overrun in indirect costs during
the first years of the TAMS 1 contract.  Supplemental Memorandum of Law,
Mar. 21, 2005, at 4.  MRC contends that this information was "too close at
hand" for the agency to ignore, citing our decisions that hold that
certain information known to an agency in the evaluation of past
performance cannot be ignored.  Thus, MRC argues, the agency's failure to
seek out this information was unreasonable. 

   The facts here regarding COLSA's proposed program manager are
distinguishable from those in our decisions articulating the "too close at
hand" principle.  In both G. Marine Diesel, B-232619.3, Aug. 3, 1989, 89-2
CPD P 101, and International Bus. Sys., Inc., B-275554, Mar. 3, 1997, 97-1
CPD P 114, we addressed situations where an agency failed to include in
its evaluation past performance information that was specifically known to
the agency.  In particular, the G. Marine Diesel decision dealt with a
contracting officer's failure to consider information, personally known to
the contracting officer based on a prior protest, that the awardee's
performance on a predecessor contract had been deficient; the
International Bus. Sys. decision dealt with a contracting officer's
failure to credit an offeror with a past performance reference for a
contract with which the contracting officer had been personally involved. 

   In contrast, here, the agency states that, although the same contracting
office was responsible for the TAMS 1 contract, contracting officials
responsible for the TAMS 3 contract were not personally aware of the cost
overruns.  Furthermore, the TAMS 1 contract was more remote in time than
other decisions where we have held that the agency unreasonably ignored
past performance information--here, the cost overruns in the TAMS 1
contract date back to the mid-1990s.[4]  Also, although the agency's
evaluation of COLSA cited experience listed in its proposed program
manager's resume relating to the TAMS 1 contract, we think that the
experience of one individual is distinguishable from information that
pertains to an offeror's overall past performance evaluation.  Our Office
has not extended the "close at hand" principle to apply to every case
where an agency might conceivably find additional information regarding an
offeror's proposal.  See U.S. Facilities, Inc., B-293029,
B-293029.2, Jan. 16, 2004, 2004 CPD P 17 at 12.  In sum, we do not believe
that this information falls within the category of data that is deemed
"too close at hand" for the agency to ignore, especially where, as here,
the information is nearly 10 years old.[5] 

   Finally, MRC argues that its proposal should have received a higher rating
under the TAMS management subfactor because it proposed [deleted] key
personnel for the same roles they were performing under the TAMS 2
contract.  Although the agency evaluators listed some positive remarks
regarding both MRC's and COLSA's proposed project managers, they did not
assign a specific strength for MRC's key personnel because they apparently
did not believe that the proposed personnel's experience under the prior
contract merited a higher evaluation rating.  AR, Tab 31, Final SSA
Briefing, at 66, 79.  To the extent MRC believes it should have received 
credit for proposing key personnel who were on its incumbent staff, its
disagreement provides no basis to challenge the evaluation.  Blue Rock
Structures, Inc.,
B-287960.2, B-287960.3, Oct. 10, 2001, 2001 CPD P 184.

   Evaluation Under Hiring, Training and Retention Subfactor

   MRC next challenges the agency's evaluation of offerors' proposals under
the mission capability subfactor, for workforce hiring, training and
retention.  This subfactor required offerors to "demonstrate the ability
to hire, train and retain a qualified and capable workforce that can
accommodate the entire scope of the effort in accordance with the
Statement of Work."  RFP, at M-8, P 2.3.2.  COLSA's proposal was rated as
"blue" with low proposal risk for this subfactor, whereas MRC's was rated
"green" with low proposal risk.  The SSD concluded that "MRC's plan for
recruiting and hiring was somewhat less detailed and not as complete and
in-depth as those of COLSA, BTAS, and [another offeror]."  AR, Tab 33,
SSD, at 5. 

   MRC first argues that COLSA's proposal was unfairly evaluated as having
exceeded the RFP requirement for the compensation plan, which required
offerors to demonstrate "that its employee compensation plan (e.g. salary,
benefits, etc.) for each labor category/skill level is complete,
commensurate with geographic salary and benefit plans for the skills
required for the TAMS 3 effort, [and] poses minimum disruption of the
existing TAMS workforce."  Id.  The agency's internal evaluation criteria
stated that "[f]or an offeror to exceed the requirement, their proposed
salaries must have exceeded the maximum current estimated salary."  AR,
Tab 22, COLSA Evaluation Summary, MC-2, at 8.  MRC thus argues that in
order to receive an "exceeds requirements" rating, COLSA was required to
propose more than the current TAMS 2 salary levels.

   The agency did not state whether COLSA's proposed salaries exceeded the
maximum estimated salaries, but nonetheless found that COLSA's proposal
"exceeds the requirements" for the compensation criterion.  In the SSD,
the SSA stated that COLSA "overall was exceptionally strong relative to
the other offerors regarding their demonstration of the abilities to
recruit, hire, train and provide for long-term retention of qualified
employees."  AR, Tab 33, SSD, at 4.  Specifically, the SSA identified
strengths in COLSA's proposal to:  [deleted].[6]  AR, Tab 33, SSD, at 4.

   Although the agency's internal evaluation criteria set forth a requirement
that offerors' proposed salaries must exceed those currently paid to TAMS
2 employees in order to qualify for an "exceeds" rating, this requirement
was not part of the RFP's evaluation scheme.  Requirements stated in
internal agency source selection plans or criteria that are not disclosed
to offerors do not give outside parties, such as offerors, any rights.
    Wilson 5 Serv. Co., Inc., B-285343.2, B-285343.3, Oct. 10, 2000, 2000 CPD
P 157 at 3-4; Mandex, Inc.; Tero Tek Int'l, Inc., B-241759 et al., Mar. 5,
1991, 91-1 CPD P 244 at 7.  The agency's departure from this internal
evaluation criterion thus provides no basis for a protest.  We find,
therefore, that the agency applied the RFP criteria as stated, concluding
that COLSA met the requirements for proposing to pay at least the TAMS 2
salaries, and that additional benefits warranted the "exceeds" rating for
the compensation criterion.  AR, Tab 22, COLSA Evaluation Summary, MC-2,
at 2-3.

   Similarly, MRC argues that the agency improperly determined that its own
proposal "meets" instead of "exceeds" the compensation requirements
because, MRC contends, differences in MRC's and COLSA's proposed fringe
benefits rates demonstrate that MRC's proposed salaries must be higher
than COLSA's.  As stated above, to the extent MRC's complaint relies on
the agency's internal evaluation criteria regarding salaries to dispute
the agency's evaluation of offerors' compensation plans, it provides no
basis of protest.  In any event, such a comparison of fringe benefits
rates does not clearly demonstrate that MRC's salaries are in fact
higher.[7]  We find, as discussed above, based on the proposals submitted,
that the agency reasonably determined that COLSA's proposal provided
additional strengths that the agency determined exceeded the requirements
for the compensation plan.[8]

   In sum, it is clear that the agency considered the various features of
MRC's proposed compensation plan, and MRC's disagreement with the agency's
determination that its proposal did not warrant a "blue" rating does not
render the agency's evaluation unreasonable.[9]  Kathryn Huddleston &
Assocs., Ltd., B-294035, July 30, 2004, 2004 CPD P 142 at 2. 

   Evaluation of Transition and Facilities Management Subfactor

   MRC argues that it was not given credit under the transition and
facilities management subfactor for its transition experience under the
TAMS 2 contract.  The agency contends that this RFP subfactor did not
anticipate evaluation of an offeror's experience in successfully
transitioning efforts under a predecessor TAMS contract.  Instead, the
agency argues, offerors' proposed transition plans were the appropriate
focus for the evaluation, and MRC therefore was not entitled to additional
credit for its experience. 

   We agree with the agency.  The subfactor evaluation criteria clearly
focused on offerors' proposals to successfully complete the required
transition activities and did not explicitly mention experience or success
as a TAMS contractor as a factor for evaluation.  RFP, at M-9, P 2.3.4. 
Thus, the agency was not required to consider MRC's transition experience
under this subfactor.[10] 

   Evaluation of the Cost Management Subfactor

   MRC next argues that its proposal was unequally evaluated under the cost
management subfactor as compared to BTAS, the 8(a) awardee, and another
non-awardee.  MRC argues in each case that strengths and strong points
credited to BTAS and the non-awardee were also offered in its own
proposal, and that therefore MRC should have received a "blue" instead of
a "green" rating for this subfactor. 

   The agency determined that BTAS's proposal warranted a "blue" rating under
this subfactor based on its proposal to "allow the Government [deleted]." 
AR, Tab 33, SSD, at 9.  MRC's proposal received a strength for "offer[ing]
[deleted]." AR, Tab 33, SSD, at 9.  MRC does not contend that it proposed
[deleted] but, rather, argues that [deleted] and that BTAS's proposal
offers no more than this feature.[11]

   BTAS's proposal in fact demonstrates that it will allow the government
[deleted].  AR, BTAS Proposal, Vol. 2, at 75.

   Although MRC argues that this language does not demonstrate that BTAS will
allow the government [deleted], the reference to [deleted] reasonably
appears to encompass such a feature.[12]  Based on BTAS's proposal, the
agency's evaluation specifically credited BTAS with [deleted].  AR, Tab
32, Proposal Analysis Report (PAR), at 265.  In our view, the agency
reasonably identified this strength in BTAS's proposal, one not offered by
MRC, and there is thus no basis to challenge BTAS's higher rating under
the cost management subfactor.

   MRC also contends that it was unequally evaluated as compared to a
non-awardee offeror under the cost management proposal risk evaluation. 
Although MRC's and the other non-awardee's proposal both received the same
ratings of "green" with low proposal risk, the other non-awardee's
proposal received a "strong point" under the risk evaluation for "their
plan to [deleted]."[13]  AR, Tab 33, SSD, at 9.  MRC contends that it also
offered to [deleted] costs, and that there was no meaningful basis to
distinguish between the two proposals in a way that warranted the
non-awardee's proposal receiving a strong point under the risk evaluation.

   MRC proposed to manage costs by [deleted].  AR, Tab 13, MRC Proposal Vol.
2,
at 54-55, 71-72.  In contrast, the agency determined that the
non-awardee's proposal had a "strong point" based on its proposal to
"[deleted]."  AR, Tab 32, PAR, at 199.  The agency determined that the
non-awardee's proposal "reflected increased credibility of their
management system(s) reducing the potential for schedule, cost and
performance degradation."  Id.

   We conclude that the agency considered both offerors' proposed cost
savings measures, but reasonably distinguished between the non-awardee's
and MRC's proposals.  The offerors' proposed cost management areas are not
identical, and MRC does not demonstrate that it was unreasonable for the
agency to value the
non-awardee's proposed savings [deleted] more than its own. 

   Source Selection Decision

   Finally, MRC argues that the source selection decision focused improperly
on the difference between MRC's and COLSA's costs.[14]  The RFP advised
offerors that their costs would be evaluated on the basis of both their
proposed average and maximum fully burdened labor rates.  RFP, at M-11, P
2.5.b.  MRC does not dispute that COLSA's proposed costs were lower when
using both the average and maximum rates, but contends that the agency
improperly placed too much emphasis on the greater difference between the
offerors' costs when using the maximum rates.  In evaluating these costs,
the SSA found that:

   COLSA was the lowest priced offeror.  Although the difference in evaluated
cost was small at the average fully burdened labor rates, the difference
was significant at the maximum rates.  While this "significant" difference
is ameliorated by MRC's excellent past performance in managing its average
rates with significant latitude in its maximum rates, the fact remains
that COLSA is lower.

   AR, Tab 33, SSD, at 16.

   The SSA clearly considered the fact that both the average and maximum rate
evaluations favored COLSA.  Although the SSA noted that there was a larger
difference in the maximum rates, the SSA specifically found that this
difference was "mitigated," i.e. its importance diminished, by MRC's
demonstrated experience in managing costs.  While noting both the
differences and mitigating factors, the SSA concluded COLSA's proposed
costs was lower.  We find that the agency's conclusions were reasonable
and did not place undue emphasis on any aspect of the offerors' proposed
costs.

   The protest is denied.

   Anthony H. Gamboa

   General Counsel

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

   [1] Proposal risk was evaluated based on each of the mission capability
subfactors.  RFP, at M-4, P 2.1.3.  Ratings for each evaluation factor
were, in descending order of importance:  past performance--high
confidence, significant confidence, confidence, unknown confidence, little
confidence, and no confidence; mission capability subfactors--blue, green,
yellow, and red; and proposal risk--low, medium and high. 

   [2] MRC also contends that COLSA's past performance ratings do not merit a
high confidence rating.  The evaluation of an offeror's past performance,
including the agency's determination of the relevance and scope of
performance history to be considered, is a matter of agency discretion,
which we will not find improper unless unreasonable, inconsistent with the
solicitation criteria, or undocumented.  Family Entm't Servs., Inc.,
d/b/a/ IMC, B-291997.4, June 10, 2004, 2004 CPD P 128 at 5.  Although MRC
suggests several ways in which the past performance information could be
construed so as to quantify its past performance ratings as higher than
COLSA's, we believe that the agency reasonably reviewed the offerors'
information and concluded that both merited "high confidence" ratings.

   [3] The RFP did not require offerors to provide letters of intent or other
certifications for key personnel, and the contractor is not required to
obtain the agency's consent for substitutions of key personnel.

   [4] In contrast, the RFP stated that offerors would be evaluated on the
basis of past performance dating back to June 28, 2001.  RFP, at L-10, P
1.2.3. 

   [5] Additionally, the information reported by the agency suggests that the
indirect cost overrun was beyond the control of its proposed program
manager:  "TAMS 1 file documentation discloses that [the individual's]
employer acknowledged full corporate responsibility for underestimating
indirect rates and attributed the cost issues to factors beyond [his]
control."  Second Decl. of Contracting Office at 1.  Furthermore, during
the last 3 years of the TAMS 1 contract, the company received high award
fee ratings and the agency commended the individual at the close of the
contract in December 1997:  "We are especially pleased with [the
individual's] performance and would like to suggest that you reward him
for his excellent management of the contract for the last two years." 
Decl. of COLSA Proposal and Transition Team Manager, exh. 1, at 1-2. 
Although the agency states it did not consider either the cost overrun or
the mitigating information during evaluations, we believe that this
information tends to minimize any potential prejudice to MRC in any case.

   [6] MRC contends that the utility of [deleted] may be somewhat limited by
certain [deleted] and that COLSA's proposed [deleted] is not a
sufficiently well-defined feature.  We conclude that the agency reasonably
evaluated these proposed features, and MRC's disagreement as to their
value provides no basis to overturn the agency's evaluation.

   [7] The protester and agency agree that a comparison of actual proposed
salaries or aggregate sums of direct labor is inappropriate, because,
consistent with the RFP, each offeror identified its direct labor amounts
and indirect rates based on its own calculation of the number of full-time
equivalent (FTE) positions that represents the amount of work the offeror
believed it would win through subsequent task orders.  Supplemental
Memorandum of Law, Mar. 4, 2005, at 3-4; Protester's Supplemental
Comments, Mar. 14, 2005, at 16.  MRC contends a comparison of the
offerors' fringe benefits rates demonstrates that MRC's salaries must be
higher.  In its comments, for the first time, MRC proposes a method of
calculating the offerors' fringe rates, which MRC contends shows that
MRC's proposed rate is higher than COLSA's.  In performing its
calculations of the proposed fringe benefits rates, however, MRC makes
deductions from COLSA's proposed fringe benefit costs for training that
MRC contends should be excluded.  Without this deduction, the rates of the
two offerors are [deleted].

   [8] MRC also argued in its protest that differences between specific
elements of MRC's and COLSA's benefits plans show MRC's superior benefits
and compensation.  However, much of the data relied upon by MRC in its own
comparisons are inapt because of the differences in FTE positions proposed
by MRC and COSLA.  Furthermore, much of the data relied upon by MRC in its
protest were not provided in the offerors' proposals, but were rather
gleaned by MRC from second and third-hand sources.  First Decl. of MRC
Chief Financial Officer P 8; Second Decl. of MRC Chief Financial Officer
PP 2-3.  Thus, MRC's proposed comparison of individual benefits does not
provide a reasonable basis for distinguishing MRC's and COLSA's
compensation plans or disagreeing with the agency's evaluations.

   [9] MRC also contends that it was not given sufficient credit for several
other features that it argues were commensurate with those proposed by
COLSA, such as MRC's [deleted].  MRC also argues that because it already
employed 70 percent of the incumbent staff, its proposal risk was
necessarily lower than COLSA's, thereby precluding equal ratings of "low
risk" for COLSA.  We have reviewed the record on all of the issues raised
by MRC and find no basis to dispute the agency's evaluation of the
proposals on these grounds.  In each case, the agency has either
reasonably identified distinctions between the proposals, or MRC has
failed to demonstrate that the agency unreasonably failed to recognize
features of its proposal or treated it unequally to other offerors. 

   [10] MRC contends that it should have been credited with its experience in
the TAMS 1 transition for the transition subfactor, just as the agency
credited COLSA with the experience of its proposed program manager under
the workforce hiring, training and retention subfactor.  However, the
workforce subfactor specifically stated that offerors would be evaluated
on the experience of key personnel.

   [11] Offerors were required to track individual task and subtask costs and
provide reports regarding actual and projected expenses.  RFP, Statement
of Work (SOW),
P 1.8.2.4.  The strength credited to BTAS and MRC was based on the ability
of the agency to [deleted].

   [12] This understanding is further supported by the declaration of the
BTAS TAMS program manager:  [deleted].  Decl. of BTAS Program Manager at
1. 

   [13] A "strong point" is a proposal element that is less valuable than a
"strength."

   [14] MRC also challenges the source selection decision based on the
alleged errors in the technical and cost proposals discussed above. 
Because we conclude that the agency's evaluation of the offerors'
proposals was reasonable, there is no basis to challenge the source
selection decision.