TITLE: B-299542.3; B-299542.4, AT&T Corp., November 16, 2007
BNUMBER: B-299542.3; B-299542.4
DATE: November 16, 2007
*****************************************************
B-299542.3; B-299542.4, AT&T Corp., November 16, 2007

   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: AT&T Corp.

   File: B-299542.3; B-299542.4

   Date: November 16, 2007

   Thomas C. Papson, Esq., John G. Horan, Esq., Jason A. Carey, Esq., Matthew
   T. Crosby, Esq., and Grant B. Rabenn, Esq., McKenna Long & Aldridge LLP,
   for the protester.

   Thomas L. McGovern III, Esq., Todd R. Overman, Esq., and Ann M. Lichter,
   Esq., Hogan & Hartson LLP, for Nortel Government Solutions, Inc., an
   intervenor.

   Seth Binstock, Esq., Lucinda Davis, Esq., Ellen Rothschild, Esq., and Uri
   Ko, Esq., Social Security Administration, for the agency.

   Louis A. Chiarella, Esq., and Christine S. Melody, Esq., Office of the
   General Counsel, GAO, participated in the preparation of the decision.

   DIGEST

   1. Agency's discussions with protester were not meaningful where the
   agency found the protester's staffing plan contained significant
   weaknesses but failed to sufficiently identify the scope of the agency's
   concerns in discussions.

   2. Protest challenging the evaluation of awardee's management approach
   proposal (specifically, its proposed staffing plan) is sustained where the
   agency subsequently reached conclusions that differed from the underlying
   evaluation findings, and provided no explanation for the inconsistency.

   3. Protest challenging the evaluation of offerors' technical proposals is
   denied where the record establishes that the agency's evaluation was
   reasonable and consistent with the evaluation criteria.

   4. Protest challenging the evaluation of the protester's past performance
   is denied where the record establishes that the agency's evaluation was
   reasonable and consistent with the stated evaluation criteria.

   DECISION

   AT&T Corp. protests the award of a contract to Nortel Government
   Solutions, Inc. under request for proposals (RFP) No. SSA-RFP-06-1031,
   issued by the Social Security Administration (SSA) for the agency's
   telephone systems replacement project (TSRP). AT&T argues that the
   agency's evaluation of offerors' proposals and subsequent source selection
   decision were improper. AT&T also contends that the agency's discussions
   with the protester regarding the offeror's proposed staffing plan were not
   meaningful.

   We sustain the protest in part and deny it in part.

   BACKGROUND

   The SSA, the federal government agency charged with administering the
   social security trust fund, has a staff of over 65,000 employees. In
   addition to the agency's headquarters, SSA has a field organization
   consisting of 10 regional offices, 6 program service centers, and more
   than 1,500 field offices to provide services at the local level. The TSRP
   represents SSA's replacement of its current telephone systems with an
   enterprise voice over Internet protocol (VoIP) telephone solution, to
   support the agency's current and future requirements and the transition to
   Internet protocol (IP) telephones. In general terms, the statement of work
   here required the contractor to remove SSA's existing telephone system,
   and to provide all hardware, software, and services necessary to engineer,
   install, and integrate the TSRP solutions with SSA's government-furnished
   equipment.[1] RFP amend. 6, SOW sections C.1.1 -- C.1.3.

   The RFP, issued on August 10, 2006, contemplated the award of a
   fixed-price, indefinite-delivery/indefinite-quantity (ID/IQ) contract for
   a base year together with nine 1-year options.[2] The RFP identified five
   evaluation factors: technical approach, past performance, key personnel
   qualifications, management approach, and price.[3] The solicitation stated
   that the four technical/non-price (hereinafter technical) factors were
   listed in descending order of importance and, when combined, were more
   important than price. Award was to be made to the responsible offeror
   whose proposal was determined to be the "best value" to the government,
   all factors considered. RFP amend. 3, sect. M.1.

   Four offerors, including AT&T and Nortel, submitted proposals by the
   November 9 closing date. An agency technical evaluation team (TET)
   evaluated offerors' proposals as to the technical factors using an
   adjectival rating system (i.e., excellent, good, acceptable, marginal, and
   unsatisfactory) that was set forth in the RFP.[4] The TET's evaluation
   ratings of offerors' initial proposals were as follows:

   +------------------------------------------------------------------------+
   |      Factor      |    AT&T    |   Nortel   | Offeror C  |  Offeror D   |
   |------------------+------------+------------+------------+--------------|
   |Technical Approach|  Marginal  |    Good    |  Marginal  |Unsatisfactory|
   |------------------+------------+------------+------------+--------------|
   |Past Performance  |    Good    |    Good    |    Good    |  Acceptable  |
   |------------------+------------+------------+------------+--------------|
   |Key Personnel     | Acceptable | Acceptable | Acceptable |  Acceptable  |
   |------------------+------------+------------+------------+--------------|
   |Management        |  Marginal  | Acceptable |  Marginal  |   Marginal   |
   |Approach          |            |            |            |              |
   |------------------+------------+------------+------------+--------------|
   |Overall           |  Marginal  |    Good    |  Marginal  |Unsatisfactory|
   |------------------+------------+------------+------------+--------------|
   |Price             |$297,094,538|$285,651,653|$296,494,909| $423,313,419 |
   +------------------------------------------------------------------------+

   Agency Report (AR), Tab 13, Initial Technical Evaluation Report, at 4-46;
   Tab 14, Competitive Range Determination, at 16, 23.

   The contracting officer subsequently decided that discussions with
   offerors were necessary, and established a competitive range consisting of
   the three most highly-rated, lowest-priced proposals. Id., Tab 14,
   Competitive Range Determination, at 25-26. The agency conducted written
   and oral discussions, followed by the offerors' submission of final
   proposal revisions (FPR).[5] The TET then evaluated the offerors' FPRs as
   well as responses to discussions and clarifications.[6] The TET's final
   evaluation ratings of the AT&T and Nortel proposals were as follows:

       +---------------------------------------------------------------+
       |          Factor          |      AT&T       |      Nortel      |
       |--------------------------+-----------------+------------------|
       |Technical Approach        |   Acceptable    |       Good       |
       |--------------------------+-----------------+------------------|
       |Past Performance          |      Good       |       Good       |
       |--------------------------+-----------------+------------------|
       |Key Personnel             |   Acceptable    |    Acceptable    |
       |--------------------------+-----------------+------------------|
       |Management Approach       |   Acceptable    |       Good       |
       |--------------------------+-----------------+------------------|
       |Overall                   |   Acceptable    |       Good       |
       |--------------------------+-----------------+------------------|
       |Price                     |  $224,590,779   |   $273,788,464   |
       +---------------------------------------------------------------+

   AR, Tab 33, Final Technical Evaluation Report, at 3, 9.

   After receipt of the final price and technical evaluation reports, the
   contracting officer then prepared a detailed best value tradeoff
   memorandum recommending award to Nortel.[7] Id., Tab 35, Best Value
   Tradeoff Memorandum. Additionally, the agency source selection advisory
   council (SSAC) briefed the source selection authority and also recommended
   contract award to Nortel. Id., Tab 37, SSAC Award Recommendation. On July
   27, 2007, after having received the contracting officer's best value
   tradeoff memorandum and the SSAC's award recommendation, the source
   selection authority determined that Nortel's higher technically-rated,
   higher-priced proposal represented the best value to the government. Id.,
   Tab 38, Source Selection Decision. This protest followed.

   DISCUSSION

   AT&T's protest raises numerous issues that can be grouped into five
   categories. First, the protester contends that the agency failed to engage
   in meaningful discussions with the firm regarding its proposed staffing
   plan. Second, the protester argues that the agency's evaluation of
   offerors' proposals under the management approach factor (specifically,
   staffing plans) was improper. Third, AT&T alleges that the agency's
   evaluation of offerors' proposals under the technical approach factor was
   improper. Fourth, the protester argues that the agency's evaluation of its
   past performance was unreasonable. Lastly, AT&T alleges that SSA's best
   value tradeoff determination was flawed and unreasonable.[8] As detailed
   below, we conclude that the agency failed to conduct meaningful
   discussions with AT&T regarding its proposed staffing plan, and that the
   agency's evaluation of Nortel's proposal under the management approach
   factor was improper. Although we do not here specifically address all of
   AT&T's remaining arguments about the evaluation of proposals, we have
   fully considered all of them and conclude that they are without merit.

   Lack of Meaningful Discussions

   AT&T protests that the agency failed to adequately raise the concerns it
   had regarding AT&T's staffing plan during the discussions held with the
   offeror. AT&T also contends that the agency's discussions were misleading,
   because SSA identified one narrow area of the offeror's staffing plan as
   lacking sufficient detail and failed to inform AT&T of the true nature and
   breadth of the evaluated weaknesses here. The protester argues that the
   lack of meaningful discussions was prejudicial to it, since the perceived
   weaknesses in AT&T's staffing plan became a major factor in the agency's
   subsequent best value tradeoff determination. Protest, Sept. 20, 2007, at
   44-51.

   When discussions are conducted, they must at a minimum identify
   deficiencies and significant weaknesses in each competitive-range
   offeror's proposal. Federal Acquisition Regulation (FAR) sect.
   15.306(d)(3); Multimax, Inc., et al., B-298249.6 et al., Oct. 24, 2006,
   2006 CPD para. 165 at 12; PAI Corp., B-298349, Aug. 18, 2006, 2006 CPD
   para. 124 at 8. Discussions must be "meaningful," that is, sufficiently
   detailed so as to lead an offeror into the areas of its proposal requiring
   amplification or revision. Smiths Detection, Inc., B-298838, B-298838.2,
   Dec. 22, 2006, 2007 CPD para. 5 at 12; Symplicity Corp., B-297060, Nov. 8,
   2005, 2005 CPD para. 203 at 8. For example, discussions are not meaningful
   where the agency fails to apprise an offeror that its staffing levels are
   viewed as unreasonably low. Professional Servs. Group, Inc., B-274289.2,
   Dec. 19, 1996, 97-1 CPD para. 54 at 4. Further, an agency may not mislead
   an offeror--through the framing of a discussion question or a response to
   a question--into responding in a manner that does not address the agency's
   concerns, or misinform the offeror concerning a problem with its proposal
   or about the government's requirements. Multimax, Inc., et al., supra;
   Metro Mach. Corp., B-281872 et al., Apr. 22, 1999, 99-1 CPD para. 101 at
   6.

   Here, with regard to the management approach factor, the RFP stated as
   follows:

     The Government will evaluate the Offeror's Management Approach to
     determine whether it presents an effective means of control and
     oversight of the Offeror's and subcontractors' actions during the
     performance of the contract. . . . The Offeror is to provide a narrative
     description of its Management Approach, as well as provide the
     management related plans and documentation detailed in the Instructions
     to Offerors (see Section L.2.2.3.1 -- L.2.2.3.6).

   RFP amend. 3, sect. M.1.1.4. Among the various management-related plans
   that offerors were instructed to submit was a TSRP program plan, which
   included the offeror's proposed staffing plan.[9] Id., amend. 6, sect.
   L.2.2.3.1.

   AT&T submitted its TSRP staffing plan as part of its initial proposal. AR,
   Tab 11, AT&T Initial Proposal, Vol. II, Business Factors, at II-112, Table
   II.3.1.1.5-1. The TET evaluated AT&T's initial proposal as marginal under
   both the management approach factor and program management subfactor, and
   identified various strengths and weaknesses supporting its determinations.
   Id., Tab 13, Initial Technical Evaluation Report, at 10-11. This first
   version of the agency's initial technical evaluation report makes no
   reference to AT&T's staffing plan.

   The contracting officer then directed the TET to specifically evaluate
   offerors' proposed staffing plans.[10] With regard to AT&T, the TET
   determined that the offeror's staffing plan indicated a total of [DELETED]
   staff years for the entire TSRP project life cycle. AR, Tab 13, Initial
   Technical Evaluation Report, app. 5, Evaluation of Proposed Project
   Lifecycle Staffing Plans, at 5. The TET also stated:

     We analyzed the man-loading charts in the AT&T technical proposal and
     found the proposed levels of effort appear to [be] at minimal levels as
     outlined in the following observations:

       * Staffing, as presented in the proposal, for the [voice network
         operations center] VNOC and Help desk personnel at the Durham
         [North Carolina] and [national computer center] NCC locations
         could not be determined.[11] A final evaluation of staffing and
         workloads is dependent upon a response to this clarification.
         The proposed staffing at current levels would be considered
         inconsistent with the proposed implementation schedule without
         a clear understanding of the support personnel. The risk of
         implementing a minimal staffing plan as presented could
         jeopardize the success of the project.

   Id. (emphasis added).

   SSA conducted written discussions with each competitive-range offeror.[12]
   The agency's discussions with AT&T consisted of 18 pages, broken down by
   evaluation factor, that identified weaknesses,[13] items requiring
   clarification or additional detail, and erroneous assumptions. The
   discussions identified five specific weaknesses in AT&T's proposal
   regarding the offeror's management approach, but did not address AT&T's
   staffing plan. Id., Tab 15, Discussions with AT&T, at 8-9. Rather, within
   the section of the discussions dealing with AT&T's pricing volume, the
   agency addressed AT&T's staffing plan as follows:

     1.3.7 AT&T Staffing Analysis

     The programmatic methods proposed in the Technical Approach Volume by
     AT&T appear sufficient to meet the Government's performance and delivery
     requirements for managed services; however, the personnel staffing
     charts do not provide sufficient information to determine that the
     staffing levels are consistent with AT&T's proposed programmatic
     methods. Specifically, staffing levels for VNOC and Help Desk problem
     intake personnel at the Durham and NCC locations could not be determined
     from the staffing charts. This is an area of risk that must be clarified
     and/or addressed.

   Id. at 13-14.

   AT&T submitted its FPR after the completion of discussions. As part of its
   revised proposal, AT&T increased its total TSRP lifecycle staffing from
   [DELETED] staff years to [DELETED] staff years,[14] and provided
   additional details regarding its staffing plan for VNOC and Help Desk
   problem intake personnel at the Durham and NCC locations. Id., Tab 23,
   AT&T's FPR, Vol. II, Business Factors, at II-115 to II-116, Table
   II.3.1.1.5-a. The TET evaluated AT&T's FPR and, as to the management
   approach factor, changed AT&T's evaluation rating from "marginal" to
   "acceptable," since the offeror's revised proposal was found to have
   "satisfactorily addressed a number of issues that were judged to be
   weaknesses in the original proposal." Id., Tab 33, TET Final Evaluation
   Report, at 6. With regard to AT&T's revised staffing plan, however, the
   TET stated:

     As presented in the initial RFP proposal, [staffing levels] for the VNOC
     and Help desk personnel at the Durham and NCC locations could not be
     determined. The FPR provides a listing of each job description within
     the NCC and Durham VNOC.

                     *        *        *        *        * 

     AT&T has presented a conservative staffing plan for CY-1 staffing
     levels. The implementation years (CY-1 through CY-4) show staffing
     levels for each quarter and appear to be set at minimal and conservative
     levels.[15]

   Id., app. II, Evaluation of Proposal Project Lifecycle Staffing Plans, at
   5-6. The TET also concluded that:

     AT&T has not provided sufficient details on staffing and management in
     their final revised proposal for the Agency to definitively determine
     that they will be able to supply all resources of the proper
     qualifications and skill-mix to address the Agency's requirements
     regarding implementation, engineering and service provisioning over the
     entire life-cycle of the TSRP. This lack of detail represents potential
     performance risks if AT&T is unable to staff appropriately.

   Id., Tab 33, Final Technical Evaluation Report, at 9.

   After completion of the final technical and price evaluations, the
   contracting officer prepared a best value tradeoff memorandum, which the
   agency source selection authority relied upon and adopted without
   exception in making his award determination. In summarizing the strengths
   and weaknesses in AT&T's proposal, the contracting officer stated:

     [T]here are some weaknesses present related to staffing levels for
     certain task areas that could negatively impact the Offeror's ability to
     deliver the TSRP system in accordance with the Government's
     specifications and delivery schedule, as well as affect the delivery of
     managed services over the life of the contract. AT&T details on staffing
     and management in their final revised proposal were such that the Agency
     was unable to definitely determine that they will be able to supply all
     resources of the proper qualifications and skill-mix to address the
     Agency's requirements regarding implementation, engineering and service
     provisioning over the entire life-cycle of the TSRP. This . . . is a
     weakness that cannot be minimized because it has potential performance
     risk impacts that must be considered in the trade-off analysis.

     AT&T has presented a conservative staffing plan for CY-1 staffing
     levels. The implementation years (CY-1 through CY-4) show staffing
     levels for each quarter and appear to be set at minimal and conservative
     levels. . . . Upon completion of CY-4 AT&T proposes to staff at very
     conservative levels to support ongoing "steady state" activities. With
     the full burden of supporting all of the Agency's telephone systems, the
     level of effort required could represent a risk for the Operations and
     Customer Service staff to adequately support the systems throughout the
     steady state years of the program.

   Id., Tab 35, Best Value Tradeoff Memorandum, at 6 (emphasis added).

   Further, in the comparison of offerors' strengths and weaknesses, the
   contracting officer stated:

     SSA's non-price evaluators feel that AT&T's overall staffing approach
     presents the highest level of potential performance risk of the three
     proposals, whereas Nortel's staffing approach provides the least degree
     of potential performance risk, both through installation/ implementation
     and over the steady state/managed services portion of the project.

     For AT&T the non-price evaluations revealed the principal weakness and
     area of risk related to life cycle staffing levels being so low as to
     potentially threaten the ability of the vendor to successfully deliver
     the proposed solution in accordance with the Government's delivery
     schedule and to support the TSRP user community across the contract term
     in a fully satisfactory manner

   Id. at 22 (emphasis added).

   In its report to our Office, SSA argues that its actions here were proper
   for the following reasons: (1) the weaknesses found by the agency in
   AT&T's staffing plan were not significant ones, so no discussions were in
   fact required here; (2) the agency nevertheless conducted meaningful
   discussions with AT&T regarding its staffing plan; and (3) the agency was
   not required to re-open discussions with AT&T simply because AT&T's
   staffing plan subsequently became a discriminator for source selection
   purposes. AR, Oct. 1, 2007, at 1-5, AR, Nov. 2, 2007, at 1-6.

   As discussed in detail below, we conclude that the agency's actions were
   improper because: (1) the agency's initial technical evaluation regarded
   AT&T's staffing plan as a significant weakness; (2) the agency failed to
   conduct meaningful discussions with AT&T regarding this significant
   weakness; and (3) the agency's substantial reliance on AT&T's staffing
   plan in its best value tradeoff determination clearly demonstrates that
   the lack of meaningful discussions here was prejudicial to AT&T.

   As set forth above, the record reflects that the TET's initial evaluation
   of proposals identified two separate concerns with AT&T's proposed
   staffing plan. First, the evaluators found that AT&T's staffing appeared
   to be at minimal levels in relation to the RFP's requirements. Second, the
   TET also believed that AT&T's entire staffing plan lacked sufficient
   detail, as exemplified by the offeror's staffing for the VNOC and
   help-desk personnel at the Durham and NCC locations. Moreover, the agency
   evaluators considered AT&T's staffing plan to be a significant weakness,
   as evidenced by the initial evaluation report. Specifically, in addition
   to stating that "[t]he proposed staffing at current levels would be
   considered inconsistent with the proposal implementation schedule without
   a clear understanding of the support personnel," the TET expressly found
   that "[t]he risk of implementing a minimal staffing plan as [AT&T]
   presented could jeopardize the success of the project." AR, Tab 13,
   Initial Technical Evaluation Report, app. 5, Evaluation of Proposed
   Project Lifecycle Staffing Plans, at 7. We think that when an agency
   finds, as it did here, that the risk associated with a given aspect of an
   offeror's proposal may jeopardize the overall success of the project, this
   represents a significant weakness. See FAR sect. 15.001 (a "significant
   weakness" in an offeror's proposal is a flaw that appreciably increases
   the risk of unsuccessful contract performance). Given this finding
   regarding the risk associated with AT&T's staffing plan, the fact that SSA
   did not expressly characterize the staffing plan as a significant weakness
   is not controlling.[16] See Alliant Techsystems, Inc.; Olin Corp.,
   B-260215.4, B-260215.5, Aug. 4, 1995, 95-2 CPD para. 79 at 7-8.
   Accordingly, we conclude that the agency was required to conduct
   discussions with AT&T regarding its staffing plan.[17]

   Further, while the record shows that SSA did conduct discussions with AT&T
   regarding its staffing plan, we think that these discussions were not
   meaningful. As set forth above, the agency provided AT&T with one
   discussion item regarding its staffing plan. This item informed AT&T only
   of SSA's concern that the staffing plan lacked sufficient detail ("the
   personnel staffing charts do not provide sufficient information to
   determine that the staffing levels are consistent with AT&T's proposed
   programmatic methods," AR, Tab 15, Discussions with AT&T, at 13-14), and
   completely failed to mention the agency's equal, if not greater,
   independent concern that AT&T's staffing levels were considered too low.
   An agency's belief that an offeror's staffing levels are too low is
   materially different from a concern that a staffing plan lacks sufficient
   detail; the fact that both involve staffing is not sufficient to conclude
   that the agency here provided meaningful notice to AT&T as to the total
   scope of its concern. See Andrew M. Slovak, B-253275.2, Nov. 2, 1993, 93-2
   CPD para. 263 at 4 (discussions limited to a food menu's item cycle did
   not put offeror on notice of the agency's separate concern that the menu
   also failed to provide for healthy food items).

   Moreover, the discussion item here specified only one particular area of
   AT&T's staffing plan as lacking sufficient detail ("[s]pecifically,
   staffing levels for VNOC and Help Desk problem intake," id. at 14), when
   the agency's real concern was that AT&T's entire staffing plan lacked
   sufficient information. See Spherix, Inc., B-294572, B-294572.2, Dec. 1,
   2004, 2005 CPD para. 3 at 14 (agency failed to conduct meaningful
   discussions when it determined that offeror's entire quality control plan
   was a significant weakness, but identified only two specific aspects of
   the quality control plan in discussions). In our view, not only was AT&T
   inadequately advised of other areas of its staffing plan that lacked
   sufficient detail, but the agency's failure to identify the scope of its
   concern may have misled the offeror into believing that those areas did
   not require further adjustment.[18] Also, unlike other identified
   management approach weaknesses, the discussions here did not characterize
   AT&T's staffing plan as a significant weakness, or inform the offeror of
   the agency's belief that the risk associated with AT&T's minimal staffing
   plan could jeopardize the success of the project. See AR, Tab 15, Agency
   Discussions with AT&T, at 8, 13-14. Under the circumstances here, we
   cannot conclude that AT&T, reviewing the agency's discussions in
   conjunction with the material that it had submitted with its proposal,
   reasonably could have recognized the total scope of the agency's concerns
   regarding both the staffing levels and the lack of detail in AT&T's entire
   staffing plan.

   The record also reflects that AT&T was prejudiced by the lack of
   meaningful discussions regarding its staffing plan. In its final
   evaluation report, the TET found that AT&T's staffing levels, while higher
   than those proposed originally, were still "minimal and conservative," and
   the lack of detail in AT&T's staffing plan (in areas other than VNOC and
   Help desk, which AT&T's FPR specifically addressed) represented potential
   performance risks if AT&T was unable to staff appropriately. Id., Tab 33,
   Final Technical Evaluation Report, at 9, app. II, Evaluation of Proposal
   Project Lifecycle Staffing Plans, at 6. The agency's subsequent best value
   tradeoff determination then went further, and characterized AT&T's
   staffing levels as the offeror's "principal weakness and area of risk,"
   since its staffing levels were "so low as to potentially threaten the
   ability of the vendor to successfully deliver the proposed solution in
   accordance with the Government's delivery schedule and to support the TSRP
   user community across the contract term in a fully satisfactory manner."
   Id., Tab 35, Best Value Tradeoff Memorandum, at 22. Quite simply, AT&T's
   staffing plan, which the agency considered to be a significant weakness
   from the time of the initial evaluation, was a material factor in the
   agency's source selection determination.[19]

   Management Approach Evaluation

   AT&T protests the agency's evaluation of proposals under the management
   approach factor, specifically, offerors' staffing plans. AT&T alleges that
   the agency's final evaluation of its staffing plan was unreasonable
   because various findings made by the evaluators were unreasonable and
   inadequately explained or documented. The protester also argues that SSA's
   evaluation of Nortel's staffing plan was unreasonable. Specifically, AT&T
   contends that the TET identified various weaknesses in Nortel's staffing
   levels but then ignored its own findings, without explanation, in the
   final technical evaluation report. The protester also argues that this
   action was prejudicial to it insofar as the agency's subsequent best value
   tradeoff determination viewed Nortel's staffing levels to be an
   unqualified strength, notwithstanding the various weaknesses identified by
   the TET. Protest, Sept. 20, 2007, at 57. We need not address the agency's
   evaluation of AT&T's staffing plan in light of our determination that
   SSA's discussions with AT&T were not meaningful. However, as detailed
   below, we find the agency's evaluation of Nortel's staffing plan was not
   reasonable.

   In reviewing an agency's evaluation, we will not reevaluate offerors'
   proposals; instead, we will examine the agency's evaluation to ensure that
   it was reasonable and consistent with the solicitation's stated evaluation
   criteria and procurement statutes and regulations. Urban-Meridian Joint
   Venture, B-287168, B-287168.2, May 7, 2001, 2001 CPD para. 91 at 2. An
   offeror's mere disagreement with the agency's evaluation is not sufficient
   to render the evaluation reasonable. Ben-Mar Enters., Inc., B-295781, Apr.
   7, 2005, 2005 CPD para. 68 at 7.

   As detailed above, the agency evaluated offerors' proposed staffing plans
   as part of its management approach factor evaluation. The TET determined
   that Nortel's revised staffing plan indicated a total of [DELETED] staff
   years for the entire project life cycle, down from an initial count of
   [DELETED] staff years. AR, Tab 33, Final Technical Evaluation Report, app.
   II, TET Evaluation of Proposed Project Lifecycle Staffing Plans, at 7.
   Also, the TET found that Nortel's staffing plan was comprehensive and gave
   considerable detail as to how the offeror would perform all contract
   requirements.

   However, the TET also found that Nortel's Program Management, Operations,
   and Customer Relations staffing levels changed little throughout the
   entire TSRP program lifecycle (i.e., implementation years 1-4, and
   managed-services years 5-10). In this regard, the evaluators stated that
   "[w]hile considered disproportionate to the number of sites being
   supported in the initial deployment start-up [period], the value of having
   a full staff to experience lessons learned, corrective actions, policies
   and procedures should be considered `risk insurance.'" Id. Additionally,
   the TET found that Nortel's implementation staffing levels continued well
   beyond the deployment schedule without explanation, and deemed "Nortel's
   continuation of staffing managers, trainers, field engineers, and other
   personnel associated with systems implementation beyond the deployment
   schedule" to be an apparent "ineffective and uneconomical use of
   resources."[20] Id. at 7-8.

   Notwithstanding its own determination that Nortel's staffing levels did
   not provide value to the government in all instances, the TET's final
   evaluation report stated:

     Overall, the staffing and management documents in Nortel's FPR indicate
     that they will supply sufficient resources of the proper qualifications
     and skill-mix to address [the] Agency's requirements regarding
     implementation, engineering and service provisioning over the entire
     life-cycle of the TSRP. The staffing levels and skill-mix are considered
     to be strengths in the Nortel proposal that represent significant
     benefits to the Agency.

   Id., Tab 33, Final Technical Evaluation Report, at 20.

   The best value tradeoff memorandum then adopted essentially verbatim the
   language in the TET's final evaluation report regarding Nortel's staffing
   levels. The memorandum also characterized Nortel's overall staffing levels
   as one of the areas in which Nortel's proposal offered a significant
   technical advantage over AT&T's proposal. Id., Tab 33, Final Technical
   Evaluation Report, at 20, 23. The memorandum did not address the TET's
   finding that Nortel's continued staffing of managers, trainers, field
   engineers, and other personnel associated with the TSRP system's
   implementation beyond the deployment schedule was an ineffective and
   uneconomical use of resources.

   AT&T argues that both the TET's final technical evaluation report and the
   best value tradeoff memorandum are inconsistent with the evaluators'
   findings regarding Nortel's staffing levels. The protester argues that
   while the evaluators found that Nortel had proposed excessive staffing
   levels throughout the entire contract period--too many management and
   operations personnel in the implementation period and too many
   implementation personnel in the steady state period--the agency ignored
   these findings and instead, without explanation, characterized Nortel's
   staffing levels as an unconditional strength. Protest, Sept. 20, 2007, at
   27, 57-58.

   The agency does not dispute the TET's determination that Nortel's final
   proposal contained "some overstaffing," nor deny that the best value
   tradeoff memorandum considered Nortel's higher staffing levels to be an
   unqualified strength. Rather, SSA argues that under the RFP's best value
   evaluation scheme here, the agency set forth its preference for a low risk
   technical solution and thus, could properly conclude that a proposal that
   reduced risk by exceeding the staffing requirements, even when there is a
   price premium, will better satisfy the agency's needs. AR, Oct. 1, 2007,
   at 13.

   While source selection officials may reasonably disagree with the
   evaluation ratings and results of lower-level evaluators, Verify, Inc.,
   B-244401.2, Jan. 24, 1992, 92-1 CPD para. 107 at 6-8, they are nonetheless
   bound by the fundamental requirement that their independent judgments be
   reasonable, consistent with the stated evaluation factors, and adequately
   documented. AIU N. Am., Inc., B-283743.2, Feb. 16, 2000, 2000 CPD para. 39
   at 8-9 (protest sustained because selection official did not document the
   basis for concluding that proposals were technically equal, after the
   evaluation panel concluded that one proposal was superior to the other).

   As shown above, SSA's best value tradeoff determination reached
   conclusions regarding Nortel's staffing levels that were inconsistent with
   the underlying evaluation findings. Further, the best value tradeoff
   memorandum provides no explanation for its conclusion that Nortel's higher
   staffing levels represented an unqualified strength of significant benefit
   to the agency, in contrast to the evaluators' determination that certain
   aspects of Nortel's staffing plan appeared to be an ineffective and
   uneconomical use of resources. In fact, the best value tradeoff memorandum
   does not indicate that the contracting officer, who prepared the
   memorandum, considered or was even aware of the TET's finding of no
   apparent benefit in Nortel's decision to continue implementation staffing
   levels beyond the deployment schedule. The record also reflects that this
   conclusion regarding the benefits of Nortel's staffing levels was material
   to the agency's source selection determination. We recognize that an
   agency may properly conclude that a proposal with higher staffing levels
   may reduce the offeror's risk of performance. The fact that a proposal has
   higher staffing levels does not automatically mean reduced risk, however,
   and there has been no showing or explanation offered here as to how
   Nortel's continuation of its implementation staffing personnel during the
   managed services years would reduce the risk of performance here. In sum,
   we cannot find SSA's evaluation of Nortel's management approach to be
   reasonable when the agency reached a conclusion regarding the offeror's
   staffing plan that was inconsistent with the underlying evaluation
   findings and provided no explanation for this inconsistency, and then
   relied on this conclusion as a material part of its best value tradeoff
   determination.

   Technical Approach Evaluation

   AT&T protests the agency's evaluation of offerors' proposals with regard
   to the technical approach factor. Although we do not specifically address
   all of AT&T's arguments here, we have fully considered all of them and
   find that they provide no basis upon which to sustain the protest.

   For example, AT&T argues that SSA employed an unstated evaluation
   criterion when evaluating offerors' proposals. Specifically, the protester
   contends that the agency improperly credited Nortel with being the
   manufacturer of the TSRP equipment it proposed to install, and downgraded
   AT&T for not being an equipment manufacturer, even though the RFP did not
   identify manufacturer status as an evaluation criterion. Protest, Aug. 18,
   2007, at 16-17. The agency argues that it properly credited Nortel with
   being the manufacturer of its proposed equipment because this specific
   factor was reasonably related to the RFP's stated evaluation criteria.[21]
   AR, Sept. 10, 2007, at 104-05. We agree with the agency.

   With regard to the technical approach factor, the RFP stated:

     The Government will evaluate the degree to which the technical approach
     of the Offeror demonstrates the ability to provide technically compliant
     hardware, software, and services solutions to fulfill the requirements
     specified in the . . . SOW. This evaluation will assess the proposed
     solution's compliance with the stated requirements, conformity and
     interoperability with SSA's existing network, and potential risk
     factors. The Government will evaluate the Technical Approach . . . to
     determine the stated Approach's likelihood for successfully providing
     products and services associated with the requirements stated in Section
     C of the solicitation in a manner consistent with the Government's
     delivery schedule.[22]

   RFP amend 3, sect. M.1.1.1.

   In its evaluation of Nortel's FPR under the technical approach factor, the
   TET found that Nortel's proposed use of a uniform telephone
   platform/common configuration provided benefits due to systems
   interoperability, configuration management, and standardization of
   support, maintenance, and equipment training. AR, Tab 33, Final Technical
   Evaluation Report, at 16. In connection therewith, the evaluators also
   found that Nortel's status as the product manufacturer and designer of its
   proposed equipment could result in benefits to the agency due to
   logistical efficiencies, design product compatibility and management
   effectiveness. Id. The contracting officer subsequently concluded that
   Nortel's status as manufacturer of its proposed system hardware was a
   comparative advantage over AT&T's proposal. Id., Tab 35, Best Value
   Tradeoff Memorandum, at 8, 18.

   Although agencies are required to identify in a solicitation all major
   evaluation factors, they are not required to identify all areas of each
   factor which might be taken into account in an evaluation, provided that
   the unidentified areas are reasonably related to or encompassed by the
   stated factors. Chenega Technical Prods., LLC, B-295451.5, June 22, 2005,
   2005 CPD para. 23 at 5; STEM Int'l, Inc., B-295471, Jan. 24, 2005, 2005
   CPD para. 19 at 7.

   Based on our review, we agree with the agency that consideration of
   Nortel's status as manufacturer of its proposed equipment as part of its
   evaluation of proposals under the technical approach factor was consistent
   with the stated evaluation criteria. As set forth above, the RFP
   established that the agency would consider offerors' proposed technical
   solutions and the potential risks associated with an offeror's proposed
   technical approach. The TET then determined that Nortel's status as
   product manufacturer and designer of its proposed equipment could reduce
   the risk with Nortel's proposed solution by means of logistical
   efficiencies, design product compatibility, and management effectiveness.
   We think that consideration of the fact that Nortel was the manufacturer
   of the equipment it proposed to install was reasonably related to
   determining the risk associated with the offeror's proposed technical
   approach.[23] Accordingly, we find that the agency did not apply an
   unstated evaluation criterion in its evaluation.

   Past Performance Evaluation

   AT&T protests the agency's evaluation of offerors' past performance.
   Again, although we do not here specifically address all of AT&T's
   arguments, we have fully considered each of them and find that they
   provide no basis upon which to sustain the protest.

   For example, AT&T argues that SSA's decision to assign the protester a
   past performance rating of "good" was inconsistent with the agency's own
   underlying evaluation findings. The protester contends that all of its
   past performance references were determined by the agency to be "highly
   similar" to the work being performed here, and all the reference responses
   expressed a high level of satisfaction with AT&T's prior performance. AT&T
   argues that, in light thereof, the agency's decision to rate its past
   performance as "good" was inconsistent with the RFP's stated evaluation
   criteria. The protester also contends that, regardless of the ultimate
   evaluation rating assigned to its proposal, the agency should have found
   AT&T's past performance to be superior to that of Nortel.

   Where a solicitation requires the evaluation of offerors' past
   performance, we will examine an agency's evaluation to ensure that it was
   reasonable and consistent with the solicitation's evaluation criteria and
   procurement statutes and regulations. The MIL Corp., B-297508, B-297508.2,
   Jan. 26, 2006, 2006 CPD para. 34 at 10. Regarding the relative merits of
   offerors' past performance information, this matter is generally within
   the broad discretion of the contracting agency, and our Office will not
   substitute our judgment for that of the agency. See, e.g., Clean Harbors
   Envtl. Servs., Inc., B-296176.2, Dec. 9, 2005, 2005 CPD para. 222 at 3. A
   protester's mere disagreement with the agency's judgment does not
   establish that an evaluation was improper. Id. As detailed below, our
   review of the record leads us to conclude that the agency's past
   performance evaluation was unobjectionable.

   The RFP required offerors to provide three past performance references
   from prior and/or current contracts that were similar in scope and
   complexity to the work being performed here.[24] RFP amend. 6, sect.
   L.2.2.1. The solicitation also stated:

     The evaluation of past performance will consist of a qualitative
     assessment of the Offeror's demonstrated corporate experience and
     success, using the adjectival ratings listed below, in the performance
     of previous and/or ongoing contracts of similar size, scope, and
     complexity to the requirement of this solicitation. Evaluation of past
     performance will be based upon consideration of all relevant facts and
     circumstances. The Government will evaluate the relevance of the cited
     past performance reference information to the requirements stated in
     this solicitation as well as the quality of the Offeror's past
     performance and determine each Offeror's probability of success on the
     proposed contract based upon this record of past performance. . . . For
     cited references, the Government will make only 2 attempts to contact a
     relevant reference for obtaining past performance information.

   RFP amend. 3, sect. M.1.1.2.

   Relevant to the protest here, the solicitation also set forth the
   following past performance adjectival ratings and definitions:

   +------------------------------------------------------------------------+
   |Excellent |Past performance is highly similar and relevant to the stated|
   |          |requirements in size, scope, and complexity. Past performance|
   |          |record is entirely favorable and there are no unfavorable    |
   |          |comments from references. The past performance record        |
   |          |possesses exceptional strengths.                             |
   |----------+-------------------------------------------------------------|
   |Good      |Past performance is similar and relevant to the stated       |
   |          |requirements in size, scope, and complexity. Past performance|
   |          |record is more favorable than unfavorable. Unfavorable       |
   |          |references, if any, are minor and are more than offset by    |
   |          |favorable references.                                        |
   |----------+-------------------------------------------------------------|
   |Acceptable|Past performance is somewhat similar and relevant to the     |
   |          |stated requirements in size, scope, and complexity. Has      |
   |          |favorable and unfavorable references. Unfavorable references |
   |          |are generally offset by favorable references.                |
   +------------------------------------------------------------------------+

   Id.

   AT&T's proposal included three past performance references for prior
   telephone system replacement projects: (1) Bank of America; (2) the
   Department of the Treasury; and (3) the Ford Motor Company. AR, Tab 4,
   AT&T Proposal, Vol. II, Business Factors, at II-12 to II-21. The agency
   contacted AT&T's references and received responses from Bank of America
   and the Treasury Department; the agency made multiple attempts to contact
   AT&T's third reference, Ford, without success. Id., Tab 13, Initial
   Technical Evaluation Report, at 6. Nortel's proposal also included three
   references regarding its own past performance: (1) American Airlines; (2)
   the Defense Information Systems Agency (DISA); and (3) the Department of
   Homeland Security (DHS). Id., Tab 12, Nortel's Proposal, Vol. II, Business
   Factors, at 30-47. The agency contacted and received responses from all
   Nortel references. Id., Tab 13, Initial Technical Evaluation Report, at
   25.

   The TET then evaluated the offerors' past performance references, both
   individually and overall, for relevance and quality as follows:[25]

   +------------------------------------------------------------------------+
   |AT&T's References     |    Relevance    |      Quality       |  Rating  |
   |----------------------+-----------------+--------------------+----------|
   |Bank of America       | Highly Similar  | High Satisfaction  |   Good   |
   |----------------------+-----------------+--------------------+----------|
   |Treasury Department   | Highly Similar  | High Satisfaction  |   Good   |
   |----------------------+-----------------+--------------------+----------|
   |Ford                  | Highly Similar  |    No Response     | Neutral  |
   |----------------------+-----------------+--------------------+----------|
   |Overall               |                 |                    |   Good   |
   +------------------------------------------------------------------------+

   +------------------------------------------------------------------------+
   |Nortel's References   |     Relevance     |      Quality       | Rating |
   |----------------------+-------------------+--------------------+--------|
   |American Airlines     |  Highly Similar   | High Satisfaction  |  Good  |
   |----------------------+-------------------+--------------------+--------|
   |DISA                  |  Highly Similar   | High Satisfaction  |  Good  |
   |----------------------+-------------------+--------------------+--------|
   |DHS                   | Somewhat Similar  | High Satisfaction  |  Good  |
   |----------------------+-------------------+--------------------+--------|
   |Overall               |                   |                    |  Good  |
   +------------------------------------------------------------------------+

   Id., Tab 13, Initial Technical Evaluation Report, at 6-9, 25-30. The TET
   concluded that both AT&T and Nortel had provided strong references, the
   projects were similar in size and complexity to TSRP, the feedback
   consistently indicated that the offerors had done a good job on prior
   projects, and no significant weaknesses had been identified. Importantly,
   the evaluators also found no exceptional strengths in either offeror's
   past performance. Id.

   AT&T argues that, based on the agency's findings that all three of its
   references were highly similar, and the fact that the two references that
   responded expressed high levels of satisfaction with the firm's prior
   performance (the protester agrees that the third reference's failure to
   respond rendered that reference "neutral"), it should have received
   "excellent" ratings for its first two references as well as an "excellent"
   rating overall. Protest, Sept. 20, 2007, at 65-66. The agency argues that
   its evaluation of AT&T's past performance was reasonable and consistent
   with the stated evaluation criteria--the TET found no exceptional
   strengths that warranted an "excellent" rating--and that its treatment of
   offerors was fair, insofar as the TET applied the same standards when
   rating Nortel's past performance. AR, Sept. 10, 2007, at 105-08. We agree.

   As a preliminary matter, we note that the agency's past performance rating
   definitions contained multiple and independent characteristics, and thus,
   it was possible for an offeror's past performance to meet some but not all
   aspects of a certain rating. For example, if an offeror's past performance
   was determined to be highly relevant and entirely favorable, but was found
   not to possess any exceptional strengths, then it did not fall squarely
   into any of the established adjectival rating definitions.

   We find the agency's evaluation of AT&T's past performance to be
   reasonable and consistent with the stated evaluation criteria. As set
   forth above, the TET found all three of AT&T's references to be highly
   relevant, and the two references that responded did express high levels of
   satisfaction with AT&T's performance. However, the evaluators also found
   no exceptional strengths with AT&T's past performance, a determination
   that AT&T does not dispute. Since the "excellent" rating was, by
   definition, reserved for past performance that was found to be highly
   relevant, entirely favorable, and which possessed exceptional strengths,
   we find the agency's decision to rate AT&T's past performance as "good" to
   be reasonable.

   Moreover, we agree with the agency that the TET was even-handed in its
   evaluation of the offerors' past performance. As detailed above, the
   evaluators found that Nortel, like AT&T, had two references that were
   found to be both highly relevant and which had high levels of customer
   satisfaction. As with AT&T, Nortel also received "good" ratings for these
   references as well as a "good" rating overall. Quite simply, the record
   shows that SSA applied the same standard to the evaluation of both
   offerors' past performance.

   AT&T also argues that the agency should have found AT&T's past performance
   to be superior to that of Nortel, irrespective of the ultimate ratings
   assigned to the offerors' proposals. The protester argues that because it
   had more references than Nortel that were deemed to be highly similar, the
   agency's decision to view the offerors' past performance as equal was
   unreasonable. Comments, Sept. 20, 2007, at 66. We disagree. As detailed
   above, the record reflects that the agency properly took into account the
   relevance of each contract reference as part of its evaluation of
   offerors' past performance. For example, the TET recognized that Nortel's
   DHS reference was "somewhat similar" to the work being performed here,
   while its remaining references were found to be "highly similar."[26]
   There is simply no requirement that offerors have an equal number of
   relevant references in order to receive equal ratings. Paragon Sys., Inc.,
   B-299548.2, Sept. 10, 2007, 2007 CPD para. 178 at 11.

   Source Selection Decision

   AT&T argues that SSA's price/technical tradeoff decision was flawed and
   unreasonable. In light of our conclusion that the agency's evaluation of
   proposals was unreasonable and that a new evaluation and source selection
   decision are necessary, we need not address this issue.

   RECOMMENDATION

   We conclude that the agency failed to conduct meaningful discussions with
   AT&T regarding its proposed staffing plan, which the evaluators regarded
   as a significant weakness, and that the agency's evaluation of Nortel's
   proposal was unreasonable because the best value tradeoff determination
   without explanation reached conclusions regarding the awardee's staffing
   plan that were inconsistent with the evaluators' underlying findings.

   We recommend that the agency reopen discussions with the offerors
   consistent with our conclusions above, request and evaluate revised
   proposals, and then rely on that revised evaluation in making a new source
   selection determination. If, upon reevaluation of proposals, AT&T is
   determined to offer the best value to the government, SSA should terminate
   Nortel's contract for the convenience of the government and make award to
   AT&T. We also recommend that AT&T be reimbursed the costs of filing and
   pursuing the protest, including reasonable attorneys' fees, limited to the
   costs relating to the grounds on which we sustain the protest. 4 C.F.R.
   sect. 21.8(d)(1) (2007). AT&T should submit its certified claim for costs,
   detailing the time expended and costs incurred, directly to the
   contracting agency within 60 days after receipt of this decision. 4 C.F.R.
   sect. 21.8(f)(1).

   The protest is sustained in part and denied in part.

   Gary L. Kepplinger
   General Counsel

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

   [1] The statement of work (SOW) also included a performance schedule
   comprised generally of an implementation period during which the
   contractor would engineer, furnish, and install the TSRP system and a
   "managed services" period (also referred to as the "steady state" period)
   in which the contractor would manage, administer, and maintain the VoIP
   solution. SOW sect. C.1.3.

   [2] The contract line item numbers (CLIN) within each performance period,
   also fixed-price in nature, consisted of specific products and/or SOW
   tasks (e.g., site implementation of medium-sized field office).

   [3] The RFP did not expressly identify evaluation subfactors. However, the
   solicitation did instruct offerors that their technical approach
   submissions were to be structured as follows: 1) TSRP solution
   architecture and configuration; 2) TSRP solution features; 3) TSRP
   solution operations and management capability; and 4) TSRP system
   supplementary features. RFP amend. 6, sect. L.2.1. Similarly, with regard
   to the management approach factor, offerors were instructed that their
   proposals were to be organized according to, and address, the following
   areas: 1) program management requirements; 2) quality and test
   requirements; and 3) training requirements. The solicitation also set
   forth tables of requirements, cross-referenced to sections of the SOW,
   that offerors' proposals were to explicitly address. Id., sect. L.2.3.

   [4] The solicitation also included narrative descriptions for each of the
   adjectival ratings under each evaluation factor, as well as for the
   overall rating of offerors' technical proposals. RFP amend. 3, sect. M.1.1
   - M.1.1.4.

   [5] Prior to the submission of FPRs, SSA also amended the solicitation and
   changed the TSRP implementation period from 3 years (calendar year (CY)-1
   through CY-3) to 4 years (CY-1 through CY-4). RFP amend. 9, sect. C.1.3.
   The agency also sought technical and price clarifications from offerors
   after the submission of FPRs.

   [6] The proposal of the third offeror included in the competitive range is
   not relevant to the protest here and will not be discussed further.

   [7] The contracting officer found that Nortel's proposal was technically
   superior to AT&T's under both the technical approach and management
   approach factors. Under the management approach factor, the contracting
   officer cited, among a number of identified proposal strengths, Nortel's
   staffing plan (both its staffing levels and labor mix). By contrast, the
   contracting officer stated that the agency's evaluation had revealed that
   AT&T's staffing plan represented the offeror's principal weakness and area
   of risk insofar as its proposed staffing levels were so low as to
   potentially threaten the ability of the offeror to successfully perform.
   Id., Tab 35, Best Value Tradeoff Memorandum, at 22-26.

   [8] AT&T's original protest also raised two additional issues: (1) that
   SSA's evaluation of offerors' proposals under the key personnel factor was
   unreasonable; and (2) that the agency's evaluation of offerors' proposals
   under the management approach factor in areas other than staffing plans
   was improper. AT&T subsequently withdrew these protest issues. Comments,
   Sept. 20, 2007, at 3-4.

   [9] The staffing plan submitted by an offeror as part of its proposal was
   a notional one. That is, the contract to be awarded under the RFP here
   requires the contractor to perform identifiable tasks for fixed prices.
   Thus, the offerors were not required to commit to perform the work with
   the level or mix of labor actually identified in their staffing plans, and
   the agency was not entitled to actually receive the level or mix of labor
   that offerors identified in their staffing plans. However, the agency
   evaluated offerors' staffing plans to assess the understanding and risk
   associated with each offeror's proposal under the management approach
   factor.

   [10] In a conference call held by GAO with all parties, the agency stated
   that after completing the initial evaluation of proposals but before
   making the competitive range determination, the contracting officer
   requested that the TET take a more detailed look at offerors' staffing
   plans. This resulted in the development of the "TET Evaluation of Proposed
   Project Lifecycle Staffing Plans," which was appended to the initial
   technical evaluation report.

   [11] The statement of work required the contractor to establish a
   multi-site VNOC--with one site located at SSA's NCC in Baltimore,
   Maryland, and the second site at the agency's alternate data center in
   Durham, North Carolina--that would perform TSRP network operations and
   help desk functions. SOW sect. C.6.4.1.

   [12] The agency subsequently held oral discussions with each offeror as
   well. The record does not reflect that the agency's oral discussions with
   AT&T regarding the offeror's staffing plan went beyond the written
   discussion items. AR, Tab 20, Record of Negotiation with AT&T.

   [13] The agency's discussion items also generally characterized the
   identified weaknesses (e.g., "significant weakness," "major weakness").
   Id., Tab 15, Discussions with AT&T, at 1-9.

   [14] The protester contends that that increase in its staffing was
   primarily related to the change in the TSRP implementation period from 3
   years to 4 years. Comments, Sept. 20, 2007, at 20.

   [15] The TET also identified three new weaknesses in AT&T's revised
   staffing plan: 1) the staffing levels for field engineers and technicians
   were inconsistent (i.e., they increased and decreased quarterly) during
   the implementation years; 2) AT&T was using a subcontracted staffing
   approach to accomplish training in the field, using a dispersed network of
   field training personnel; and 3) AT&T's operations and customer support
   staffing levels during the "steady state" years represented a performance
   risk because the levels were the same as those proposed for the
   implementation years. Id., Tab 33, Final Technical Evaluation Report, app.
   II, Evaluation of Proposal Project Lifecycle Staffing Plans, at 6.

   [16] The agency argues that because AT&T's initial proposal received a
   management approach rating of "marginal," and the rating here was defined
   as an approach having weaknesses that are not offset by strengths, AT&T's
   staffing plan could not, by definition, have been a "significant
   weakness." AR, Nov. 2, 2007, at 5. We note that, following this logic, the
   other management approach weaknesses that SSA expressly identified in its
   discussions with AT&T as significant weaknesses would not in fact be so.
   In any event, an agency's assigned evaluation rating is also not
   controlling of whether the offeror's proposal contains significant
   weaknesses that must be identified if discussions are conducted.

   [17] AT&T argues that the "new" weaknesses identified by the TET in its
   revised staffing plan were also apparent in its initial staffing plan, and
   should also have been raised in discussions. Protest, Sept. 20, 2007, at
   22, 48-49. Where, after discussions are completed, an agency identifies
   significant weaknesses or deficiencies pertaining to the proposal as it
   was prior to discussions, the agency is required to reopen discussions in
   order to raise the concerns with the offeror. Al Long Ford, B-297807, Apr.
   12, 2006, 2006 CPD para. 67 at 8. Here, the record reflects that the first
   and third additional weaknesses identified in AT&T's revised staffing
   plan--the inconsistent field engineer and technician staffing levels
   during the implementation years, and the operations and customer support
   staffing levels during the steady state years being the same levels as
   during the implementation years--should have been apparent to the agency
   prior to discussions. Nevertheless, the record does not establish that SSA
   considered these weaknesses to be significant ones. See AR, Tab 33,
   Revised Technical Evaluation Report, at 8-9, Tab 35, Best Value Tradeoff
   Memorandum, at 6. Also, the record shows that the remaining new weakness
   identified--AT&T's use of a subcontracted staffing approach to accomplish
   field training--was one that the offeror introduced in its
   post-discussions FPR. Accordingly, we have no basis to conclude on this
   record that SSA had to raise any of these additional weaknesses in
   discussions with AT&T.

   [18] We note that AT&T's FPR addressed the specific area of its staffing
   plan where the agency identified a lack of detail, but not its staffing
   plan as a whole. See AR, Tab 33, Final Technical Evaluation Report, at 9,
   app. II, Evaluation of Proposal Project Lifecycle Staffing Plans, at 5.

   [19] We recognize, as the agency argues, that where a weakness is minor in
   nature and does not render a proposal unacceptable, but "ultimately
   becomes a discriminator for source selection purposes among closely ranked
   proposals," the failure by an agency to raise the matter in discussions is
   unobjectionable. PWC Logistics Servs., Inc., B-299820, B-299820.3, Aug.
   14, 2007, 2007 CPD para. 162 at 7. Here, however, as discussed above, the
   agency's initial evaluation of proposals found AT&T's staffing plan was a
   significant weakness when it determined that the risk associated with
   AT&T's minimal staffing plan could jeopardize the success of the project.
   Because the resulting discussions regarding AT&T's staffing plan were not
   meaningful, the offeror was not provided an adequate opportunity to
   respond to the agency's concerns.

   [20] The TET did not, however, quantify what portion of Nortel's proposed
   staffing levels it believed to be of no apparent value. Id. at 7-8.

   [21] The agency also argues that, contrary to the protester's assertions,
   AT&T's proposal did not receive a lower technical approach evaluation
   rating because it was not a manufacturer to its proposed equipment, AR,
   Sept. 10, 2007, at 105, and the record fails to show that AT&T was in fact
   downgraded here.

   [22] The RFP also set forth tables of requirements, cross-referenced to
   sections of the SOW, that offerors' proposals were to explicitly address,
   including systems interoperability, configuration management,
   standardization, logistical efficiencies, and management effectiveness.
   RFP amend. 6, sect. L.2.1.

   [23] To the extent that AT&T believes that Nortel's status as product
   manufacturer is not of value to the agency, see Comments, Sept. 20, 2007,
   at 69-70, we find this amounts to mere disagreement with the agency's 
   evaluation, which does not render it unreasonable. See Birdwell Bros.
   Painting & Refinishing, B-285035, July 5, 2000, 2000 CPD para. 129 at 5.

   [24] The requirement to provide three references also extended to each
   subcontractor that the offeror planned to utilize. RFP amend. 6, sect.
   L.2.2.1.

   [25] The TET also evaluated the references of AT&T's and Nortel's proposed
   subcontractors as part of its evaluation of offerors' past performance.
   AR, Tab 13, Initial Technical Evaluation Report, at 6-9, 25-30. Neither
   the protester nor the agency contend that SSA's evaluation of the
   subcontractors' past performance is relevant to the protest issue here.
   See Comments, Sept. 20, 2007, at 64-66; AR, Sept. 10, 2007, at 105-08.

   [26] The record also reflects that, in accordance with the terms of the
   solicitation, SSA's past performance evaluations were also based on a
   determination of the quality of offerors' references; Nortel had a greater
   number of references than AT&T that were found to have a high level of
   satisfaction.