TITLE:  Aerosol Monitoring & Analysis, Inc., B-296197, June 30, 2005
BNUMBER:  B-296197
DATE:  June 30, 2005
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   Decision

   Matter of: Aerosol Monitoring & Analysis, Inc.

   File: B-296197

   Date: June 30, 2005

   David S. Cohen, Esq., Catherine K. Kroll, Esq., John J. O'Brien, Esq., and
Rowena E. Laxa, Esq., Cohen Mohr LLP, for the protester.

   Janet N. Repka, Esq., and Andrew Bramnick, Esq., Department of Defense,
for the agency.

   Paula A. Williams, Esq., and Michael R. Golden, Esq., Office of the
General Counsel, GAO, participated in the preparation of the decision.

   DIGEST

   Protest that contracting agency improperly evaluated awardee's technical
proposal is denied where the record shows that the agency reasonably gave
awardee evaluation credit for past performance of companies and key
personnel that were proposed to perform the contract services.

   DECISION

   Aerosol Monitoring & Analysis, Inc. (AMA) protests the award of a contract
to Industrial Hygiene & Training, LLC (IH&T) under request for proposals
(RFP) No. HQ0095-04-R-0050, issued by the Department of Defense (DoD), for
industrial hygiene, safety, and environmental services.  AMA argues that
DoD's evaluation of the awardee's past performance was unreasonable.

   We deny the protest.

   The RFP, issued as a total small business set-aside, contemplated the
award of a fixed-price, indefinite-quantity, indefinite-delivery contract
for a base period with
4 option years.  RFP at 122.  The contractor will be responsible for
providing comprehensive industrial hygiene, safety and environmental
services at the Pentagon and other DoD controlled spaces.  Award was to be
made to the offeror whose proposal represented the best value to the
government, considering price and technical quality.  The RFP stated that
proposals would be evaluated in two areas:  technical and price, with the
technical area being the most important consideration but price would be a
significant factor.  The technical area was comprised of three evaluation
factors in descending order of importance:  (1) past performance,
(2) technical approach (contains two subfactors), and (3) management
approach.  RFP at 103, 125.  The RFP also established that price would be
evaluated for completeness, realism, and reasonableness.  Id. at 126-7.

   With regard to the past performance factor, each offeror was to provide
information regarding its performance of at least five contracts similar
in size and complexity to the solicited services that were completed
within the past 5 years.  To evaluate past performance, the agency stated
its intent to obtain information from the past performance references
identified in each proposal, with the agency considering the quality and
relevance of the offeror's past experience.  RFP at 123, 125.

   The agency received several proposals and, after evaluating them and
affording firms an opportunity to make oral presentations, assigned the
following adjectival ratings to the proposals submitted by AMA and IH&T
(the only proposals relevant here)[1]:

   +------------------------------------------------------------------------+
|                          |IH&T                          |AMA           |
|--------------------------+------------------------------+--------------|
|Past Performance/Risk     |Average/significant confidence|[deleted]     |
|--------------------------+------------------------------+--------------|
|Technical Approach/Risk   |Average/significant confidence|[deleted]     |
|--------------------------+------------------------------+--------------|
|Management Approach/Risk  |Average/significant confidence|[deleted]     |
|--------------------------+------------------------------+--------------|
|Overall Technical         |Average/significant confidence|[deleted]     |
|--------------------------+------------------------------+--------------|
|Ranking                   |2                             |3             |
|--------------------------+------------------------------+--------------|
|Evaluated Price           |[deleted]                     |[deleted]     |
+------------------------------------------------------------------------+

   AR exh. 8, Proposal Analysis Report, and exh. 7, Technical Evaluation
Committee (TEC) Report.  Based on these evaluation results, the source
selection authority determined that IH&T's proposal reflected the best
value to the government and made award to that firm.  AR exh. 10, Source
Selection Decision.  AMA filed this protest following a debriefing
provided by the agency.[2] 

   The protester challenges the agency's evaluation of IH&T's proposal as
"average/significant confidence" under the past performance evaluation
factor on the basis that IH&T is a newly formed entity with limited
experience, arguing that it was unreasonable for IH&T to have received a
rating other than neutral.  As support, AMA states that IH&T was
established less than 2 weeks prior to the issuance of the RFP; therefore,
the firm had no past performance history to evaluate much less sufficient
past performance that would entitle IH&T to an "average/significant
confidence" rating.  Protest at 5.

   The predicate to Aerosol's arguments is its view that the agency
improperly considered the past performance history of IH&T's employees
and/or corporate partners.  We disagree.  Generally, an agency properly
may attribute the experience or past performance of a parent or affiliated
company to an offeror where the firm's proposal demonstrates that the
resources of the parent or affiliated company will affect the performance
of the offeror.  Universal Bldg. Maint., Inc., B-282456,
July 15, 1999, 99-2 CPD Paragraph 32 at 6; Phillips Nat'l., Inc.,
B-253875, Nov. 1, 1993, 93-2 CPD Paragraph 252 at 6 (rejecting protester's
argument that only the "actual awardee" was entitled to list prior
contract for purpose of past performance).  The relevant consideration is
whether the resources of the parent or affiliated company--its workforce,
management, facilities or other resources--will be provided or relied upon
for contract performance, such that the parent or affiliate will have
meaningful involvement in contract performance.  NAHB Research Ctr., Inc.,
B-278876.2,
May 4, 1998, 98-1 CPD Paragraph 150 at 4-5. 

   Here, the record shows that the agency recognized that IH&T had no
experience of its own but the evaluators considered the past performance
history of the awardee's three partners--M.A. Cecil & Associates, Inc.
(Cecil), Comar Associates, Inc. (Comar), and All American Environmental
Services, Inc.(All American).  AR exh. 6, TEC Rating Sheets,
Questionnaires, and Notes.  In this regard, IH&T's proposal stated that it

   is a Limited Liability Corporation (LLC) that was created to combine the
experience, abilities and strength of three companies that have long
histories of providing industrial hygiene, safety and environmental
services to the Department of Defense.  For more than twenty years, the
Partners of IH&T provided these services as independent companies, often
in joint ventures with each other.  Recently, the Presidents of each
company combined forces, incorporating the staff and resources of each
company to form IH&T, LLC to provide the manpower, expertise and strength
that will be required for engagements of this size and scope.  While the
corporate structure and name reflect the creation of a new entity, the
managing partners and staff are the same highly qualified professionals
who have provided industrial hygiene, safety and environmental services .
. .

   AR exh. 4, IH&T's Proposal, at 3-1.

   IH&T's proposal provided elsewhere that the "organizational structure of
IH&T allows [the firm] to have a senior partner dedicated to each area of
task responsibility for this program."  Id.  In addition, IH&T's proposal
specifically indicated that all of its past performance contracts are
"multi-year contracts awarded to the companies owned by the three partners
of IH&T."  AR exh. 4, IH&T's Proposal, at 1-5.  The consideration of the
three partners' past performance here was consistent with the Federal
Acquisition Regulation (FAR), which specifically permits agencies "to take
into account past performance information regarding predecessor companies,
[or] key personnel, who have relevant experience, or subcontractors that
will perform major or critical aspects of the requirement."  FAR Section
15.305(a)(2)(iii). 

   In addition, the fact that IH&T has no past performance history of its own
need not have resulted in a lower past performance and higher risk rating,
as contended by AMA.  As noted above, the awardee's proposal unequivocally
provides that each of the three partners, as well as their personnel and
resources, would be involved in the performance of the contract.  Thus,
the proposal did provide a basis for the agency to consider the experience
of the firm's three partners--Cecil, Comar, and All American--in
evaluating the past performance of IH&T.  Battelle Mem'l Inst.,
B-278673, Feb. 27, 1998, 98-1 CPD Paragraph 107 at 22.  Moreover, the
record makes clear that Cecil, Comar, and All American each have a long
history of performing industrial hygiene, safety, and environmental
services, and AMA does not question these companies' record of successful
past performance in this regard, which the agency, based on references
received by the evaluators, evaluated as consistently positive. 
Accordingly, on the basis of the record here, we find no basis to question
the agency's evaluation of IH&T's proposal under the past performance
evaluation factor.[3]

   The protest is denied.[4]

   Anthony H. Gamboa
General Counsel

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

   [1] The technical factors were evaluated on an adjectival
basis--exceptional (greatly exceeds requirements), above average (exceeds
all requirements), average (meets all requirements), marginal (may meet
requirements), or unacceptable (fails to meet requirements).  Risk was
assessed under each factor as either high confidence (no doubt exists),
significant confidence (little doubt exists), confidence (can successfully
perform with some government oversight), little confidence (substantial
doubt exists), or no confidence (extreme doubt exists).  Agency Report
(AR) exh. 5, Source Selection Plan, at 15.

   [2] After the protest was filed, DoD determined that, based on the urgent
and compelling need for the services, continued performance of the
contract was in the best interest of the government.  AR exh. 18,
Justification to Continue Performance.

   [3] AMA also objects that its proposal was misevaluated under the
technical approach evaluation factor with respect to emergency food
sanitation inspection services.  Protest at 6.  In the agency's report,
DoD addressed this issue in full; however, AMA did not substantively
respond to the agency's position in its comments on the report.  We deem
this allegation to have been abandoned.  Goode Constr., Inc., B-288655
et al., Oct. 19, 2001, 2001 CPD Paragraph 186 at 4.

   [4] After receiving the agency's report, AMA raised a supplemental basis
for protest, arguing that IH&T failed to comply with the Limitation on
Subcontracting clause in the solicitation.  Our Office will address this
issue in a separate decision.