THIS OPINION WAS INITIALLY ISSUED UNDER PROTECTIVE ORDER
          AND IS BEING RELEASED TO THE PUBLIC IN REDACTED FORM
                           ON APRIL 29, 1994
 
                         ______________________
 
                         DENIED:  April 6, 1994
                         ______________________
        
 
                             GSBCA 12702-P
 
 
                LOCKHEED ENGINEERING & SCIENCES COMPANY,
 
                                                Protester,
 
                                   v.
 
             NATIONAL AERONAUTICS AND SPACE ADMINISTRATION,
 
                                                Respondent,
 
                                  and
 
              ALLIEDSIGNAL TECHNICAL SERVICES CORPORATION,
 
                                                Intervenor.
 
        C. Stanley Dees, Patrick K.  O'Keefe, and James P. Lamoureux
   of  McKenna &  Cuneo, Washington,  DC; and  J. Charles  Dickey of
   Lockheed Engineering & Sciences Company,  Houston, Texas, counsel
   for Protester.
 
        Sumara  M. Thompson-King,  Office  of  the General  Counsel,
   National Aeronautics  and Space  Administration, Washington,  DC;
   and   Harold  B.   Dantone,   National   Aeronautics  and   Space
   Administration, Houston, Texas, counsel for Respondent.
 
        Rand  L. Allen,  Paul F.  Khoury,  and Scott  A. Coffina  of
   Wiley,  Rein &  Fielding, Washington, DC;  and Martin  Paskoff of
   AlliedSignal Technical Services Corporation, Baltimore, Maryland,
   counsel for Intervenor.
 
   Before Board Judges PARKER, DEVINE (presiding), and NEILL.
 
   PARKER and NEILL, Board Judges.
 
        Protester,   Lockheed   Engineering   &   Sciences   Company
   (Lockheed), challenges the award of a contract by respondent, the
   National  Aeronautics   and  Space   Administration  (NASA),   to
   intervenor, AlliedSignal Technical Services Corporation (Allied).
   The  contract,  entitled  the  Test,  Evaluation and  Maintenance
   (TEAM) contract, calls for the provision of a variety of services
   at  NASA's White  Sands Test  Facility (WSTF).   Lockheed  is the
   incumbent contractor.
 
 
        Lockheed raises  a number of  issues in its protest.   Chief
   among these are two claims:  (1) NASA unfairly penalized Lockheed
   for proposing to require its professional employees to work      
       each week of mandatory, uncompensated overtime--in effect, a 
            hour  work week;  and  (2)  NASA  improperly  failed  to
   penalize or eliminate Allied for  stating in its proposal that it
   would match the existing pay of incumbent employees yet proposing
   a rate structure  that called for pay well  below existing rates.
   Finding no merit in these or any other of Lockheed's contentions,
   we deny the protest.
 
                            Findings of Fact
 
        1.   WSTF  is  located in  Las  Cruces, New  Mexico,  and is
   organizationally  a  part  of  the  Johnson  Space  Center.   The
   facility is primarily a research and development center.  Much of
   its  work  involves  testing  and  experimenting upon  spacecraft
   propulsion systems and subsystems.  Protest File, Exhibit 3,   C-
   1.2.[foot #] 1
 
        2.   The  bulk of the  personnel located at  WSTF--about 550
   out   of  600--are  contractor  employees.    Of  the  contractor
   employees, about half  are covered  by the  Service Contract  Act
   and, therefore, also  by Department of Labor  wage determinations
   establishing  minimum wage rates.  The remainder are professional
   employees  who are exempt from that  Act.  Most of the non-exempt
   employees  are  also  covered by  a  union  collective bargaining
   agreement.  Transcript at 55, 104.
 
        3.   The work at  WSTF is heavily dependent upon  the use of
   automatic  data processing equipment  (ADPE).  See  Protest File,
   Exhibit 3,    C.3.2.1.4.1, C.3.2.2.4.1.  In conducting its tasks,
   the  contractor is  required to  make  extensive use  of ADPE  to
   acquire,  store,   analyze  and   distribute  data.     See   id.
      C.4.2.13,   C.5.1.8.    It   also  is  required   to  maintain
   Government-supplied ADPE and  develop software.   Id.    C.5.1.8;
   Transcript  at 213-20.   NASA conducted  the TEAM  procurement at
   issue here pursuant to a delegation of procurement authority from
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 1     Our  examination  of the  voluminous  protest
   file in this case, and particularly of the RFP, has been signifi-
   cantly hampered by  the fact that  NASA did not number  the pages
   consecutively, either within each exhibit or throughout the file.
   Citations  to the  RFP will  be  to pages,  e.g., "Protest  File,
   Exhibit 3 at L-1-5," or to sections, e.g., "id.   H.4," depending
                                               ___
   upon  which is  more precise  under the  circumstances.   In some
   cases, we may have to improvise.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   the  General Services Administration.   Protest File,  Exhibit 3,
     I-9.
 
 
        4.   Lockheed  is the incumbent  contractor at WSTF  and has
   been such for nearly twenty years.  Transcript at 56.
 
   The RFP
 
        5.   On April 26, 1993, NASA released an advance RFP for the
   TEAM  contract.[foot #] 2     Protest  File,  Exhibit  3.     The
   statement  of work described the contractor's duties generally as
   including the following:
 
        a.   Development, qualification, and  limits testing of
             spacecraft propulsion systems and subsystems
 
        b.   Testing of materials,  components, and experiments
             which  are  hazardous,  and  therefore  require  a
             remote site or sizeable deployment area
 
        c.   Support  of Shuttle  training aircraft  operations
             and  management of  an  alternate orbiter  landing
             site
 
        d.   Institutional support to [certain] ground stations
 
        e.   Technical support including calibration, precision
             cleaning, photography,  electrical and  mechanical
             fabrication,  environmental  compliance,   quality
             assurance, computer-aided design and drafting, and
             technical library
 
        f.   Facility  maintenance  and  construction including
             lighting,  natural  gas,   water,  HVAC  [heating,
             ventilation  and air  conditioning], fire  alarms,
             phones,  roads and  grounds, carpentry,  plumbing,
             and heavy equipment operation
 
        g.   Administrative   support    including   logistics,
             property,     material      acquisition,     mail,
             reproduction, travel, and cafeteria operations
 
        h.   Health   and   safety  services   including   fire
             detection  and   suppression,  security,   routine
             physicals,  emergency  medical care,  safety,  and
             industrial hygiene.
 
   Id. at C-2.  The term was to be for an initial three-year period,
   with an optional two-year extension.  Id.    F.2, F.4.
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 2     With amendments,  this eventually  became the
   official RFP.  Protest File, Exhibit 3.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        6.   The  RFP  contemplated  a  level-of-effort,  cost-plus-
   award-fee type of contract.   Protest File, Exhibit 3,   H.4.  It
   required offerors  to bid specific  numbers of hours  for various
   labor  classifications, which  were  listed  in  tables.    These
   classifications,  or  skill  positions, covered  a  broad  range,
   including,  for example, various types of engineers, chemists and
   physicists,   computer   programmers,    secretarial   employees,
   plumbers,  librarians,  hazardous  waste  technicians,  cafeteria
   workers,  and nurses.  The RFP contained level-of-effort listings
   for the principal  contract and also for a  space station option.
   The tables  did not set  forth skill or experience  levels within
   skill positions, such  as "junior engineer" or  "senior chemist."
   Id.   L, Tables 1, 2.
 
        7.   The  contract work  was  to be  done  pursuant to  task
   orders:
 
             Within  the direct  labor  hours specified  in the
        Level-of-Effort clause of this contract, the Contractor
        shall  incur   costs  under   this   contract  in   the
        performance   of    task   orders   and    task   order
        modifications . . . .
 
   Protest File, Exhibit 3,   H.3(a).  The RFP explained as follows:
 
             The Government's requirements are  stated in terms
        of productive man-hours, and not in terms of a specific
        number of individuals.  For  proposal pricing purposes,
        offerors should accordingly price  the number of  hours
        set  forth  in  each skill  category,  even  though the
        number of such  hours may not equate to  an even number
        of individuals under the offeror's particular leave and
        accounting policies.   The  labor hours  stipulated for
        each  classification are  set forth  to  arrive at  the
        total  direct  labor hours  required  for  the contract
        period;  however, the  number  of individuals  actually
        employed  by the selected  Contractor, both totally and
        in individual classifications  at any particular  time,
        may fluctuate during the course of the contract period.
 
   Id.  at  L-II-4.   Fluctuations  of  up  to twenty  percent  were
   allowed; that is, the contractor could expend anywhere from 80 to
   120 percent of the hours called for in the RFP before  a contract
   modification was required.  Id.   H.4.
 
        8.   The RFP incorporated the rates that Lockheed was paying
   its union  employees under  the collective  bargaining agreement.
   Protest File,  Exhibit 3,  Attachment J-3.   Lockheed was  in the
   process of renegotiating  the rates when the RFP  was issued, but
   the   negotiations   lasted   until   after  initial   proposals.
   Transcript at 816-17.
 
        9.   The RFP  instructed offerors  to add  fixed amounts  to
   their proposals to  account for certain direct,  non-labor costs.
   These  totalled approximately  $51  million  through  the  option
   years.   Protest  File, Exhibit  3,  at twenty-eighth  unnumbered
   page[foot #] 3 following page L-II-27.
 
 
        10.  The RFP contained a clause covering ceilings on general
   and administrative (G&A) and overhead costs.  It stated that such
   expenses would be "subject to  the provisional and ceiling  rates
   set forth below," and provided appropriate blank spaces.  Protest
   File,  Exhibit  3,    G.9.    It  also  contained  the  following
   instruction with respect to both  overhead and G&A:  "The offeror
   shall also indicate whether or not ceiling rates will be accepted
   and at what rate . . . ."  Id. at L-II-23.
 
        11.  In  response to the advance RFP, Lockheed submitted two
   questions to NASA, as follows:
 
        115. Question:        The     identification    of
             uncompensated overtime  was addressed  in RFP
             #9BE2-16-2-53P    for    the     NASA    ETAC
             recompetition  effort  . . . .   Why  was the
             subject not addressed in the  RFP for support
             of the NASA White Sands Test Facility?
 
             Answer:   It was  an oversight,  but has  now
             been included.
 
        116. Question:  How  will NASA consider  cost pro-
             posals  that  include  uncompensated overtime
             hours  that  effectively  dilute  the  normal
             labor rate?
 
             Answer:    Please  refer   to  Section  L.12,
             Identification  of   Uncompensated  Overtime,
             page L-6.
 
   Protest  File, Exhibit 3, Questions and Answers 115-16 (following
   Section   M).[foot #] 4      As   its   answer  indicated,   NASA
   included in the final RFP the following clause:
 
        L.12  IDENTIFICATION OF UNCOMPENSATED OVERTIME
 
        (a)  As   used  in   this   provision,  the   following
        definitions apply:
 
        (1)  "Uncompensated Overtime" means the hours worked in
        excess of  the average 40  hours per week  by employees
        who  are exempt  from  the  Fair  Labor  Standards  Act
        (FLSA),  without  additional compensation. . . .    (2)
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 3     See, supra note 1.
                       ___  _____
 
        [foot #] 4     The questions and answers  resulting from the
   advance RFP were incorporated into the final RFP.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        "Effective  hourly rate" is the rate which results from
        multiplying the hourly rate for a  40-hour work week by
        40,  and  then  dividing  by  the  proposed  hours  per
        week. . . .
 
        (b)  For  any hours proposed against which an effective
        hourly rate is  applied, the offeror shall  identify in
        its proposal  the hours in  excess of an average  of 40
        hours  per  week,  at  the  same  level  of  detail  as
        compensated  hours,  and  the  effective  hourly  rate,
        whether at the prime or subcontractor level. . . .
 
        . . . .
 
        (d)  Proposals which include  unrealistically low labor
        rates,  or  which  do  not  otherwise demonstrate  cost
        realism,  will be considered  in a risk  assessment and
        evaluated for award in accordance with that assessment.
 
        (e)  The Offeror shall include with its proposal a copy
        of  its   policy  addressing   uncompensated  overtime,
        including a description  of the estimating, timekeeping
        and  accounting systems used to record all hours worked
        by exempt employees.
 
        (f)  In order for  any proposed uncompensated  overtime
        to  be  considered  in  the  evaluation  of  proposals,
        offerors   must    submit   evidence    of   historical
        uncompensated  overtime worked,  consistent with  their
        accounting system  or  provide rationale  that will  be
        sufficient  to ensure  that the  uncompensated overtime
        proposed will be provided.
 
   Id. at L-6 to -7.
 
        12.  Four  factors   were  to   govern  the  evaluation   of
   proposals:   Mission Suitability,  Cost, Relevant  Experience and
   Past  Performance,  and  Other  Considerations.    Protest  File,
   Exhibit 3,   M.2.  The relative priorities were as follows:
 
        Mission Suitability and Cost are most important and, as
        related  to  each  other,  are of  approximately  equal
        importance.   Relevant Experience and  Past Performance
        is   of   somewhat    less   importance,   and    Other
        Considerations is of considerably less importance.
 
   Id.   M.7.
 
        13.  Only Mission  Suitability was  to be  scored.   Protest
   File, Exhibit 3,   M.2.  The maximum score was 1,000, distributed
   among three subfactors, each with two or three elements:
   1.   Management Approach and Understanding the
 
        Requirements                                           525
 
        Management Approach and Understanding of
             Overall Task                                 225
        Problem Solving                                   175
        Organization Plan                                 125
 
   2.   Key Personnel                                          275
 
        Suitability of Program Manager                    125
        Suitability of Other Key Personnel                150
 
   3.   Staffing and Business Approach                         200
 
        Recruiting and Staffing Plan                       50
        Total Compensation Plan                            50
        Small and Economically Disadvantaged
             Business Plan                                100
 
   Id.    M.3.2; id.  at  seventh and  eighth unnumbered  pages from
   beginning.   With respect  to "Suitability  of Program  Manager,"
   education  was listed  as a  consideration to  be examined.   Id.
     M.3.1.2a.  The  RFP also stated that NASA  would determine each
   offeror's probable cost.  Id.   M.6.
 
        14.  In  a cover letter that was expressly incorporated into
   the final RFP, NASA stated:
 
        Offerors are reminded of the overall importance of cost
        both during the proposal effort and throughout the life
        of  the contract.  The  Government will not negotiate a
        contract  higher  than  the offeror's  Best  and  Final
        Offer.
 
   Protest File,  Exhibit 3 at twenty-fifth unnumbered page from the
   beginning.
 
   Pre-Proposal Activities
 
        15.  One issue that offerors had to address was the pay they
   planned to offer to incumbent Lockheed employees that they wished
   to retain.  Lockheed understood that its competitors would likely
   propose  lower pay  for such employees  than they  were currently
   making,  but it  also  believed  that  NASA  would  increase  the
   evaluated cost  of such  proposals to  reflect the  actual rates.
   Thus, the minutes of a Lockheed strategy meeting state:
 
        It  is anticipated that  the competition will  price to
        lower salary grades and minimum labor rates, however we
        expect  that NASA-WSTF will  "should cost"  these lower
        rates to  a level  more appropriate  to what  presently
        exists.
   Protest File Supplement, Exhibit 414; see Transcript at 164-65.
 
 
        16.  During the proposal preparation stage, Lockheed sent to
   the  contracting officer  its average  pay  rates for  non-exempt
   employees,[foot #] 5   with   the    recommendation   that   this
   information be  made available  to the  other offerors.   Protest
   File Supplement, Exhibits 414, 417; Transcript at  165-67.  After
   consulting  with  counsel,  Transcript  at  352-53,  414-15,  the
   contracting officer sent  this information to the  other offerors
   with the following caveat:
 
        The  data provided by [Lockheed] is  being passed on to
        all offerors  for informational  purposes  only.   Each
        offeror  must  use its  own  discretion  in determining
        whether  and to  what  extent  to use  the  data.   The
        Government  takes  no  position as  to  the  utility or
        accuracy of the data.
 
   Protest File  Supplement, Exhibit  417.   Salary information  for
   professional, i.e., exempt, employees was proprietary to Lockheed
   and was not disseminated.  Transcript at 354.
 
   Evaluation Procedures
 
        17.  NASA issued  a source evaluation  plan that established
   the membership of the Source Evaluation Board (SEB).  The SEB was
   supported by four evaluation committees, one for each of the four
   evaluation factors.  Protest File, Exhibit 15 at 1-2.
 
        18.  In   addressing   Mission  Suitability,   the   Mission
   Suitability  Committee was required to make findings of strengths
   and  weaknesses with  respect to  each  evaluation subfactor  and
   element.   It  was to  characterize strengths  and weaknesses  as
   "major" or  "minor."  Protest File, Exhibit 15  at 5, 35-37.  The
   committee was to reach a  consensus with respect to strengths and
   weaknesses and report  it to the SEB.   The latter in  turn would
   reach a consensus  and then assign an  adjectival rating (ranging
   from "poor" to "excellent") and a numerical score.  Id. at 5, 36-
   37; Transcript at 257-60, 566-67.
 
        19.  The  RFP contemplated that  NASA would select  a single
   proposal and then  conduct negotiations with that  offeror.  This
   is  in accordance  with  NASA's  regulations,  which  contemplate
   negotiations during the  competitive stage of a  procurement only
   under  unusual circumstances.  Protest File, Exhibit 215, Chapter
   6,    601, 604; 48 CFR 18-15.613-71 (1993).
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 5     That  is,  employees covered  by  the Service
   Contract Act and thus subject to wage determinations.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   The Proposals
 
 
        20.  NASA initially received eight proposals.  Protest File,
   Exhibit  11  at  15.    It  eliminated  half of  these  from  the
   competitive  range,  leaving  Allied,   Lockheed  and  two  other
   companies.  The proposal costs  of the four remaining competitors
   ranged  from approximately        to                  , while the
   probable costs, as determined by NASA, ranged from      to       
       .  The relative Mission Suitability scores were as follows:
 
             Company A
             Allied
             Lockheed
             Company B
 
   Id., Exhibit 15 at 16.
 
        Allied
 
        21.  In its initial proposal, Allied proposed to retain     
   percent of  the incumbent work  force.  Protest File,  Exhibit 5,
   Vol.    1    at    1.1-2,   1.6-1.[foot #] 6        Allied   also
   represented   that  it  would   maintain  existing  salaries  for
   incumbent professional personnel.   Id., Vol. 1  at 1.1-2, 1.6-1,
   Vol. 2 at 5-1.
 
        22.  With respect  to the skill mix of its personnel, Allied
   stated in its initial proposal:
 
        We have determined on contracts with similar complexity
        that  the  employee  skill   mix  which  provides  best
        balanced  value   in  terms  of   technical  and   cost
        performance is based on a    percent senior,    percent
        mid-level, and     percent  junior curve.   This mix is
        not achievable in every  organizational element because
        of such factors  as number of employees  assigned, work
        requirements, and position  qualification requirements.
        We have established this  goal and, over the  course of
        the contract,  will manage labor  costs by  maintaining
        proper balance between  technical and management skills
        and cost as follows:
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 6     With respect to both  Allied's and Lockheed's
   proposal,  the  protest  file  contains  the  initial  management
   proposal, initial cost proposal, final management proposal, final
   cost  proposal,  and  written questions.    In  each case,  these
   materials  occupy five volumes.  Nevertheless, NASA assigned just
   one exhibit number  to each competitor's proposal  materials; all
   five volumes  of Allied's  proposal materials,  for example,  are
   designated as Exhibit  5.  In addition,  NASA did not  number the
   pages consecutively.   We will  thus give the volume  number when
   citing to  proposals, and  will give page  references as  best we
   can.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        --   We  develop a  skill mix  curve  which reflects  a
             nominal  allocation  of        percent  to  senior
             positions,    percent to mid-level positions, and 
                percent to junior positions.
 
        --   We  apply the skill mix curve across the contract,
             develop  staffing plans  against the  skill curve,
             and  manage  direct  labor  costs  by  controlling
             staffing against the approved staffing plan.
 
        --   Other labor  related costs, such  as benefits, are
             continually  trended,  analyzed and  examined  for
             trade-off  between  cost  and  employee  retention
             considerations.
 
   Protest File, Exhibit 5, Vol. 1 at 1.1-5.
 
        23.  Allied did  not rely on  any actual pay  information in
   proposing rates for union employees.  It had no information about
   the collective bargaining  that was in progress and  it could not
   verify the average figures that Lockheed provided.  Transcript at
   795-97, 823.   Similarly, Allied  did not know what  Lockheed was
   paying  its professional  employees.   Instead, it  used  its own
   corporate salary structure  in its proposal; this  was lower than
   the incumbent rates.  Id. at 420-21, 796-97, 810-15.
 
        24.  After receiving the initial proposals, the SEB sent the
   following question to each offeror:
 
        [You]  intend[] to  hire  a  large  percentage  of  the
        incumbent work force.   Do[] [you] intend  to recognize
        incumbent  wages  and   seniority  for  those   employ-
        ees[?] . . .   If anything  other than  incumbent wages
        and seniority is proposed, substantiate your ability to
        hire  and   retain  incumbent   employees  at   reduced
        compensation.
 
   Allied  responded that  it  would  recognize  current  wages  and
   seniority for  employees it retained.   Protest File,  Exhibit 5,
   Vol. 5 at seventh unnumbered page.
 
        25.  In its best and final offer (BAFO), Allied reduced to  
        the percentage of  the incumbent workforce that  it intended
   to  retain.  It did this due to  concerns over cost and the skill
   mix, and because of a  belief that the current pay  structure was
   out  of  line  in some  areas.    Transcript at  825-26.   Allied
   explained:
 
        We  have  conducted further  analysis of  data gathered
        through   interviews  with   incumbent  employees   and
        discussions  with  representatives  of  the  bargaining
        unit.  It  should be noted that we did  not factor into
        our analysis  the salary  information provided  through
        the contracting  officer by  the incumbent  contractor,
 
        since  the accuracy  of the  information  could not  be
        verified.
 
             We have concluded that a potential problem  exists
        in the  area  of  skill mix  and  distribution  in  the
        incumbent   workforce.     There   appears   to  be   a
        disproportional  number   of  the  workforce   who  are
        compensated at the high end of their salary range.  Our
        original projection  assumed  a  proper  allocation  of
        skill  mix  among  incumbent  employees.    We  staffed
        according to the requirements  of the job as  stated in
        the RFP and supporting documentation.
 
   Protest  File,  Exhibit 5,  Vol.  5 at  seventh  unnumbered page.
   Allied  went on to  state that "in  no case  will [incumbents] be
   hired at less than current salary levels."  It added that  it had
   received         resumes,      of them from the  local area, from
   which to fill the remaining thirty percent of the positions.  Id.
   at eighth unnumbered page.
 
        26.  Between initial proposals and BAFOs, the new collective
   bargaining  agreement became final.  Allied asked the contracting
   officer whether the  new agreement would be incorporated into the
   RFP to replace the old one.  NASA responded that it would not and
   that the new  agreement would be addressed  during post-selection
   negotiations.  Transcript at 823-24.
 
        27.  In its BAFO,  Allied proposed to pay  employees covered
   by the bargaining  agreement at rates        percent  above those
   included  in the outdated  agreement that was  still incorporated
   into the RFP.  Allied stated:
 
        Our  pricing  does  not  consider  the  new  Collective
        Bargaining Agreement . . . .   It is  our understanding
        that  any information not formally included in the RFP,
        as  amended, or  directed by  the  Contracting Officer,
        will be addressed in negotiations.
 
   Protest File,  Exhibit 5,  Vol. 4  at  5-3.   Allied priced  non-
   exempt, non-union  personnel at                   allowed by  the
   applicable wage determination.  Id. at 5-3.
 
        28.  With  respect to  exempt employees,  Allied  proposed a
   salary escalation rate  of     percent                    .  This
   represented a reduction from its initial proposal.  Protest File,
   Exhibit 5, Vol.  4 at  5-4; id.,  Exhibit 10  at 14-7.   It  also
   switched to a different rate structure, specifically, to one that
   it was using  on a different NASA contract.  Id., Exhibit 5, Vol.
   4 at 5-4.  This rate structure was lower than the one Allied used
   in  its initial proposal.  In addition, Allied in its BAFO priced
   employees at  the low end  of this rate  structure.  Id.  at 5-3;
   Transcript at 841-45.
 
        29.  In  its BAFO,  Allied repeated  the  statements in  its
   initial proposal to the effect that it would manage its workforce
   toward a          skill mix.  Protest File, Exhibit 5, Vol.  4 at
   5-3.  In some cases,  however, it reduced the experience required
   for individuals to qualify for certain skill levels; for example,
   a  senior engineer  might need  fewer years  to qualify  as such.
   Id., Exhibit 220 at N005778.
 
        30.  Allied's BAFO  proposed  productivity  gains  and  cost
   savings,  measures that  had  not been  included  in its  initial
   proposal.  Allied stated that it expected to save money through 
 
 
                                      Allied explained  that it  had
   achieved cost savings through these methods in performing another
   NASA contract and  provided supporting historical data.   Protest
   File, Exhibit 5,  Vol. 4,  at 5-7  to -10.   It anticipated  cost
   savings of  approximately                  over  the life  of the
   contract from  the employment of these  methods.  Id. at  4-1, -3
   n.D.   About  half of  this  savings would  result from  Allied's
   employees working fewer  hours.  Protest File, Exhibit  10 at 12-
   10.
 
        31.  Allied proposed to contribute          per hour to  the
   health and  welfare  plan for  exempt employees.   Protest  File,
   Exhibit 10 at 14-7.
 
        32.  Allied  did  not  propose a  ceiling  price  on medical
   insurance costs.  Protest File, Exhibit 10 at 14-7.
 
        33.  As  a  result  of the  modifications  that  Allied made
   between  initial proposal and BAFO,  its offered price dropped by
   over       million, from  approximately        to        million.
   Protest File, Exhibit 5, Vol. 4 at 4-1.
 
        Lockheed
 
        34.  Lockheed's  initial  proposal  stated   that  it  would
   require professional employees to work a             hour week at
   no additional compensation.  Protest  File, Exhibit 7, Vol. 10 at
   181-82.   It further stated  that exempt employees would  work an
   additional     percent of their time as uncompensated overtime:
 
        [Lockheed]   is  instituting   total  time   accounting
        effective January  1994,  whereby  all  salaried  hours
        worked are  recorded.  In  addition, the work  week for
        salaried  employees is  adjusted to       hours.   This
        combination results in an average      percent increase
        in  productive  hours  per  salaried   employee  at  no
        additional labor cost.
 
   Id., Vol.  11,  Introduction at  2.   Stated otherwise,  Lockheed
   proposed that  its salaried,  i.e., exempt,  employees each  week
   would work       hours of mandatory, uncompensated overtime,  and
   another                        hours of  uncompensated, voluntary
   overtime.
 
 
        35.  The  sole  support  for  this  approach  that  Lockheed
   provided  in  its initial  proposal  was a  chart  reflecting the
   number  of uncompensated  hours beyond  forty per  week that  its
   exempt employees had worked in the prior several months.  Protest
   File, Exhibit 7, Vol. 11 at 27-28.  Lockheed did not use a forty-
   four  hour  work  week  in  the  prior  contract  at  this  site.
   Transcript at 171-73.
 
        36.  Prior  to  BAFOs,  NASA  asked  Lockheed  a  number  of
   questions   about  its  proposed   forty-four  hour  week.     In
   particular, it asked Lockheed to substantiate its ability to hire
   and retain qualified  professionals with such a  scheme.  Protest
   File, Exhibit 7, Vol. 14 at eighth unnumbered page.   Lockheed in
   response  submitted a  report  submitted  by  the  Department  of
   Defense to  a congressional  committee.   This report  identified
   significant  problems  associated with  mandatory,  uncompensated
   overtime.  In particular, it found  strong evidence of resentment
   and  eroded morale among  professional employees.   Protest File,
   Exhibit 10 at 15-5 to -6.
 
        37.  NASA also asked whether Lockheed was likely to receive 
     percent voluntary, uncompensated overtime with a mandatory,    
         hour week.  In response, Lockheed halved its estimate, to  
    percent.  Protest  File, Exhibit 7, Vol. 14  at tenth unnumbered
   page.
 
        38.  Because  the increase in hours for many employees would
   mean  that  Lockheed  would  need  fewer  employees,  NASA  asked
   Lockheed which positions it would  cut.  Protest File, Exhibit 7,
   Vol.  14  at  fifteenth through  twenty-first  unnumbered  pages.
   Prior  to receiving this  question, Lockheed had  not thought the
   matter through.  Transcript at 175-76.  The proposed cuts that it
   submitted  in  its  response would  have  had  a disproportionate
   impact on certain  skill positions.  For instance,  the number of
   industrial engineering and laboratory  department program analyst
   hours  would  each  have  been  reduced  by  forty-five  percent.
   Protest  File, Exhibit  10 at  15-3.   Lockheed explained  at the
   hearing in  this case that  the position  cuts were based  on its
   current  workforce and  might have  to  be altered  when the  new
   contract was implemented.  Transcript at 177-78.
 
        39.  Lockheed's BAFO price was approximately             , a
                           its  initial  proposal.    Protest  File,
   Exhibit  11  at 18,  85,  and thirty-ninth  unnumbered  page from
   beginning.
 
   The Evaluation
 
        40.  The  SEB's findings with  respect to the  BAFOs were as
   follows:
 
                          Mission
                      Suitability       Proposed       Probable
        Offeror             Score    Cost ($000)    Cost ($000)
 
        Company A                               
        Allied                                  
        Lockheed                                
        Company B                               
 
   Protest File, Exhibit 11 at 92.
 
        Allied
 
        41.  NASA did not assign a  weakness to Allied on account of
   its reduction  of its retention  rate from                       
   percent  of the  incumbent employees.    The Mission  Suitability
   Committee and the SEB believed that, in light of the large number
   of resumes that Allied had already received, the company would be
   able to  hire qualified employees.   They also took  into account
   the fact that  there had  been a  number of layoffs  in the  WSTF
   region,  such as  at the  White Sands  Missile Range,  that might
   increase  the pool of  qualified applicants.   Transcript at 328,
   423-24.
 
        42.  NASA interpreted Allied's BAFO to commit the company to
   paying  incumbents  at  their current  rates,  regardless  of the
   actual rates contained  in the BAFO.  Transcript  at 419-21, 454.
   Thus, the Cost Committee added  probable costs to the proposal to
   make up the difference for  the         percent of the incumbents
   that Allied proposed to retain.   This amounted to a             
   increase.  Protest File, Exhibit 10 at 14-9 to -11; Transcript at
   419-21, 467.
 
        43.  NASA also evaluated Allied's proposed rate structure to
   determine  whether  it  would be  adequate  to  attract qualified
   employees.[foot #] 7          Its     compensation     consultant
   concluded  that the rates  were at the low  end of the acceptable
 
 
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 7     It is important to bear in mind that Allied's
   pay structure primarily affected only the         percent that it
   proposed  to  hire,  because Allied  had  promised  to  match the
   existing pay for  the incumbents that it  retained.  Furthermore,
   new,  non-exempt  employees  would  have  been  subject  to  wage
   determinations  and,  in most  cases,  the collective  bargaining
   agreement.  Assuming  that the exempt/non-exempt split  among the
   new         percent was about the same as it was among incumbents
   on the current contract, i.e., about fifty percent, the impact of
   Allied's pay structure fell primarily upon new, exempt employees.
   This would cover about          percent of the workforce, or less
   than             employees.  See Transcript at 423-24.
                                ___
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   range.[foot #] 8      Transcript    at   410-11,   422-23,   458,
   615, 627-29.  NASA was nevertheless  concerned about the adequacy
   of the compensation that Allied proposed to provide, as evidenced
   by the fact that one of the Mission Suitability Committee members
   proposed to give Allied a major weakness on this ground.  Protest
   File, Exhibit 220 at N005789.   The SEB, however, did not find  a
   weakness in  this area.   Its price  analyst felt  confident that
   Allied could hire employees at its offered rates, although he was
   uncertain  whether  they  would have  the  desired  skill levels.
   Transcript  at 728.   The  SEB ultimately  concluded that  Allied
   would be  able to attract  qualified employees, based in  part on
   the number of resumes that Allied had received.  Id. at 423-24.
 
 
        44.  The  Mission  Suitability  Committee  recommended  that
   Allied  receive  a  major weakness  for  reducing  the experience
   required for an  employee to qualify for skill  levels within job
   categories.  Protest File,  Exhibit 220 at N005776.   The SEB did
   not adopt this recommendation.
 
        45.  The SEB determined not  to penalize Allied for  the low
   pay that its  BAFO reflected for incumbents.   Because Allied did
   not know  for certain  what the incumbents  were making,  the SEB
   accepted  Allied's assertion  that the  company  would match  the
   existing pay of incumbents.  Transcript at 419-21, 454.
 
        46.  NASA rejected Allied's proposed  productivity gains and
   thus added the                 in proposed  savings back in  as a
   probable  cost.   The SEB  found that  Allied had  not adequately
   documented these savings.   Protest File, Exhibit 10  at 14-12 to
   -13.   The  SEB  considered,  and rejected,  the  possibility  of
   assigning a weakness to Allied  on account of its having proposed
   the savings.  Transcript at 618.
 
        47.  The SEB assigned Allied a new major weakness on account
   of its                                                           
                       .  Protest File, Exhibit 10 at 14-7.  It also
   increased Allied's probable cost to account for a higher         
          .  Transcript at 455-56, 481.
 
        48.  The SEB  also  added a  minor  weakness on  account  of
   Allied's                                         .  It found that
                                                 would lower morale.
   Protest File, Exhibit 10 at 14-7.
 
        49.  The  SEB noted  in its  final  report, as  part of  its
   analysis  of Allied's  cost,  that  Allied had  not  agreed to  a
   ceiling on medical insurance costs.  It took this into account in
   making adjustments  to the  probable overhead  costs of  Allied's
   proposal.  Protest File, Exhibit 10 at 14-14; see id., Exhibit 11
   at 87.
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 8     This  consultant  did  not   testify  at  the
   hearing.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        50.  The  SEB also  considered downgrading  Allied's Mission
   Suitability score due to the                                     
                                                                    
       , but decided not to do so.   The SEB noted that most of  the
   adjustment resulted  from two  factors:   the adjustment to  take
   into account  Allied's promise to  meet actual incumbent  pay and
   NASA's  rejection,  for  probable  cost   purposes,  of  Allied's
   proposed savings due to productivity  gains.  With respect to the
   former, the SEB found  Allied's unequivocal promise to match  the
   incumbents' pay  sufficient.   With respect  to the  productivity
   gains, one NASA witness explained:
 
        I guess you would call it an innovation.  [Innovations]
        were allowed to be proposed.  We just did not accept it
        because it was  not justified.  But  you don't penalize
        somebody in mission suitability for proposing that.
 
   Transcript at 616-18.
 
        Lockheed
 
        51.  NASA  devoted  considerable   attention  to  Lockheed's
   proposed             hour work week.   The record indicates that,
   on an informal  level, various NASA personnel  were quite hostile
   to the  idea out of concerns  for the morale of  the professional
   workforce.  Transcript  at 175-76, 347, 434-35;  Lockheed Exhibit
   P-1  at  160, 177.    For  example,  one (unsubmitted)  draft  of
   questions  from  NASA  to Lockheed  included  the  query, "Please
   identify the idiot that thought the SEB was so dumb that we would
   not realize that the   -hour  workweek was devised to gain a cost
   advantage rather  than an  innovative serious  management offer."
   Protest File, Exhibit 187 at N001703.
 
        52.  Upon  reviewing Lockheed's  initial  proposal, the  SEB
   assigned it a major weakness  under the element of Recruiting and
   Staffing Plan  on the  ground that the  extended work  week would
   seriously hinder recruiting and retention efforts:
 
        The new   -hour workweek for professional  employees is
        completely  inconsistent  with  the  stated  intent  to
        retain       percent of  the incumbent workforce.   The
        predictable outcome of  the new policy is  supported by
        the  offeror who admitted  that the high  turnover rate
        for professional employees  in the past was  the result
        of their  total compensation  package (salary,  in that
        case)   being    out   of   line    with   the    local
        conditions. . . .   A mandatory increase in  work hours
        (which effectively  reduces  the  pay  per  hour)  will
        reduce  employee morale and could reduce the quality of
        the services provided.
 
   Protest File, Exhibit 10 at 6-24.
 
        53.  The SEB also  assigned Lockheed a major  weakness under
   the Total Compensation Plan  element.  In doing so, it noted some
   of the  same concerns as  above.   It also found  that resentment
   might  arise  because  professional  employees  would  be working
   longer  hours  than  non-exempt employees,  and  that  this might
   particularly be  a  problem  where  professional  and  non-exempt
   employees were working together on a particular project.  The SEB
   additionally noted  that Lockheed  had not discussed  differences
   between the compensation plan  in its initial proposal and  those
   in other Government contracts it  was performing in the area, nor
   had  it addressed  whether  its  subcontractor  would  enforce  a
   similar policy.  Protest File, Exhibit 10 at 6-25 to -26.
 
        54.  After  reviewing  Lockheed's  answer  to  the  question
   regarding  which positions  it would  cut, the  SEB assigned  the
   company a new major weakness  in the Organization Plan element on
   the  ground  that Lockheed  had  not  thought  out how  it  would
   implement its proposed increase in the work week:
 
        In response to written  questions and in the  BAFO, the
        offeror identified      salaried  skill positions  that
        would be eliminated to accommodate the proposed   -hour
        workweek.   This  would result  in a  reduction  in the
        number  of   labor  hours   for  a   number  of   skill
        classifications and a     percent increase  for most of
        the  rest.    Some  of  the  reductions  would  be very
        significant.  There  would be     percent less chemical
        engineering labor hours and     percent less mechanical
        engineering  labor   hours  in   the  Propulsion   Test
        Department;      percent  less  industrial  engineering
        labor  hours and       percent less  programmer analyst
        labor  hours  in  the  Laboratory  Department;  and    
        percent  less electrical  engineering  labor  hours,   
        percent  less  mechanical engineering  labor  hours,   
        percent less  computer programmer  labor hours,  and   
        percent less  computer coordinator  labor hours in  the
        Engineering Department than  requested in the RFP.   No
        justification was provided  for these decreases  except
        for the   -hour  workweek.  No explanation was provided
        as to how these deficiencies would be made up.
 
   Protest File, Exhibit 10 at 15-3.
 
        55.  The SEB also added the cost savings resulting from  the
   increased  work week  back into  Lockheed's  initial proposal  as
   probable costs  on the  ground that  Lockheed had  not adequately
   documented its ability to  provide the uncompensated hours.   The
   SEB  did not  reject Lockheed's  proposal  to provide  voluntary,
   uncompensated overtime, as it believed that Lockheed had provided
   some evidence that  such time would actually be  worked.  Protest
   File, Exhibit  10 at 6-31.   The SEB came  to the same  result in
   evaluating  Lockheed's  BAFO.    It  rejected  the  savings  from
   mandatory, uncompensated  overtime and credited Lockheed with    
   percent   in    voluntary,   uncompensated    overtime.[foot #] 9
   The  result was an  addition of  slightly under                in
   probable costs to Lockheed's BAFO price.  Id. at 15-9.
 
 
        56.  Another  area of  concern for  the  SEB was  Lockheed's
   proposed program manager.  Lockheed  stated that it would use its
   current program  manager at WSTF,  who had been in  that position
   since  mid-1990.   Lockheed's program  manager  had no  education
   beyond high school, but had  been employed at WSTF for twenty-six
   years and had  served in a number of  management positions there.
   Transcript at  56-62, 163;  Protest File, Exhibit  7, Vol.  10 at
   138.
 
        57.  With  one  exception,   NASA  has  consistently   rated
   Lockheed's program  management function  at WSTF as  "excellent."
   Transcript at 64-65, 207-09.   The lone exception occurred due to
   events  in  1992, when  cost  increases in  medical  and workers'
   compensation expenses  caused an increase  in Lockheed's overhead
   rates well beyond what it had anticipated at the beginning of the
   year.  Id. at 70,  74.  Late in the year,  Lockheed informed NASA
   of a  possible increase in  its overhead  rate.   In February  of
   1993, it reported that the rate had risen by     .  Id. at 73-74,
   123.   This resulted  in a  $1 million budget  overrun for  NASA.
   Protest  File, Exhibit  439 at  18.   As a  result,  NASA reduced
   Lockheed's rating  in the area  of program management to  a "high
   good."   Id.,  Exhibit  161  at  N002582-84.   NASA's  evaluation
   explained the rating as follows:
 
        Although not all  of [the cost overrun  was] avoidable,
        closer  tracking   of  incremental  expenses   such  as
        extraordinary medical and workers' compensation claims,
        coupled with prompt notification of NASA management  to
        allow   early   and    continuous   budget/task   order
        adjustments,  could have  mitigated  the severe  impact
        imposed  by  this  square-wave   surprise  extra  cost.
        [Lockheed]  project  management  bears  the  overriding
        responsibility for ensuring day-to-day maximum contract
        performance on  both a  technical and  cost basis,  and
        although the technical performance in every  Department
        was generally  excellent, the cost  performance clearly
        was unacceptable.
 
   Id., Exhibit 439 at 18.
 
        58.  Other   evaluations  criticized   the  performance   of
   Lockheed's  program manager, stating that he avoided contact with
   NASA officials and that things  continued to run well largely due
   to the  efforts of  the deputy manager.   Evaluations  noted that
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 9     Although Lockheed in its BAFO proposed only  
   %  in voluntary overtime,  the SEB evidently  believed that, with
   the                  hour work week eliminated  Lockheed would be
   able to achieve the larger amount.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   diminished attentiveness by project management had contributed to
   an  increase  in safety  incidents and  to an  important position
   remaining filled by a temporary appointment, to the  detriment of
   operations.  Protest File, Exhibits 153 at 18-19, 156 at N002375,
   439 at  18.   When the evaluators  checked the  program manager's
   customer references, who  were, of course, NASA  personnel, their
   comments   evidenced    similar   concerns.[foot #] 10       Id.,
   Exhibits 444 at 3162-68, 454 at 4.
 
 
        59.  Lockheed  received a  major weakness  for the  proposed
   program manager's lack  of a college degree.   It reasoned, "This
   is a handicap when representing the site at  technical management
   meetings  and  in   evaluating  and  approving   major  technical
   management  decisions of his department managers."  Protest File,
   Exhibit 441 at 2865.   In addition, the company received a  minor
   weakness   for  the   program  manager's   limited  industry-wide
   knowledge and  contacts.  The  SEB reasoned that, because  he had
   had little  contact with  industry sources  outside Lockheed,  he
   would  have "a very limited perspective for innovation, planning,
   and  cooperation  with the  rest  of the  aerospace  industry and
   NASA."  Id., Exhibit 10 at 6-19.
 
        60.  The SEB also  assigned Lockheed a major weakness due to
   recent  degradation in  the program  manager's  performance.   It
   cited  the  cost  overrun,  failure to  fill  key  positions, and
   failure to plan ahead.  Protest File, Exhibit 10 at 6-18 to -19.
 
        61.  Lockheed  received  a major  strength  for  the program
   manager's experience  at WSTF  and knowledge  of its  operations.
   Protest File, Exhibit 10 at 6-18.
 
        62.  Another  area in  which  the SEB  downgraded Lockheed's
   Mission  Suitability  score  was  its  response  to  one  of  the
   hypothetical problems posed  in the RFP.  Problem  number 4 posed
   the following situation:
 
        During  the past few  weeks, numerous personnel  in the
        200 area  have complained of headaches,  skin problems,
        and fatigue.   The labor  union has  recently lodged  a
        complaint.  This information is now public and the news
        media has reacted in an unfavorable manner.
 
   Protest File, Exhibit 3 at L-II-12 to -13.
 
        63.  The  SEB assigned Lockheed a major weakness because its
   answer included a number of  implicit assumptions, thus showing a
   poor  problem-solving  methodology.   Although  Lockheed's answer
   stated that it included no assumptions, the SEB  found that it in
   fact  assumed that:   (1)  the  problem affected  only contractor
   personnel, (2) timely  response to the media was unimportant, (3)
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 10    There were also some  harsher comments, which
   the SEB disregarded.  Transcript at 659.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   the  cause was workplace-related, (4) the contractor's health and
   safety  personnel could resolve  the problem themselves,  and (5)
   the cause  would be relatively  easy to identify.   Protest File,
   Exhibit 10 at 6-13.
 
 
        64.  The SEB also assigned four other major weaknesses based
   upon  the specific  flaws  in  the response,  as  opposed to  the
   methodology:  (1) Lockheed did not consider off-site causes,  (2)
   it failed to emphasize timely  communication to the media and the
   WSTF workforce,  (3) it made  no use of the  various governmental
   health  authorities,  and  (4)  it  failed  to  propose  a  NASA-
   contractor  team approach to the problem.   Protest File, Exhibit
   10 at 6-13 to -14.
 
        65.  We  have  reviewed  Lockheed's response  to  Problem 4,
   Protest  File, Exhibit  7, Vol.  10  at 116-19,  and find  NASA's
   assessment of it to be reasonable.
 
   Mission Suitability Scoring
 
        At the hearing in this case, Lockheed attempted to introduce
   expert  testimony  to  challenge NASA's  scoring  of  the Mission
   Suitability factor.  The hearing judge excluded this testimony on
   the ground that it was irrelevant.  Lockheed has proffered, in an
   attachment to its brief, the testimony that its expert would have
   given.   In essence, this  proffered testimony is a  rescoring of
   the proposals, a complete review of which would be the subject of
   a  major litigation  in itself.   We  have nevertheless  examined
   Lockheed's proffer as if it were in evidence and present here the
   salient points in it.
 
        66.  Lockheed's  expert, James  Armstrong, initially  faults
   NASA  for taking an  "undisciplined approach" to  the evaluation.
   His criticisms have primarily to do with the documentation of the
   evaluation.    He  faults  the  evaluators  for  failing  to keep
   individual worksheets on every  issue that arose; for failing  to
   provide a paper trail that  would show the "origin" of particular
   issues and precisely  how they were  treated at each step  in the
   process (i.e.,  who first raised  an issue, how did  the relevant
   committee  view it,  how did  the  SEB view  it,  etc.); and  for
   substantive errors  that are  covered elsewhere  in the  parties'
   briefs.   Declaration  of James  R. Armstrong,  Opening Brief  of
   Lockheed, Appendix C (Armstrong Declaration) at 4-7.
 
        67.  Mr. Armstrong also faults NASA's scoring of the program
   manager element.   He asserts  that the  documentation--primarily
   the  evaluations of  Lockheed's  performance  under the  existing
   contract--does not  justify  the  assigned  weakness  for  recent
   degradation  of the program manager's performance.  He adds that,
   in his  opinion, the  lack of  a college  degree is  not a  major
   weakness.  He points to the facts  that the RFP did not require a
   degree and  that there is no evidence to show  that the lack of a
   degree  has  impaired  Lockheed's performance  under  the current
   contract.  Armstrong Declaration at 11-13.[foot #] 11
 
 
        68.  Lockheed's  expert is  particularly critical  of NASA's
   scoring  of  Problem  4.    His methodology  is  to  compare  the
   solutions  of  Lockheed,  Allied  and Company  A  to  the  Source
   Evaluation  Plan.  This  document contains a  section setting out
   guidelines  for the evaluators in scoring the offerors' solutions
   to the four problems included in the RFP.  The guidelines include
   both  general criteria  applicable  to all  of  the problems  and
   specific criteria for each separate problem.   The plan instructs
   evaluators  to score the solutions "using the following questions
   [i.e., the criteria]  as appropriate."  Protest File,  Exhibit 15
   at 19.   Mr. Armstrong has  rescored Problem 4 by  examining each
   criterion and  assessing for  himself whether  each of  the three
   companies  satisfied it.    Our  summary of  his  comments is  as
   follows:
 
             a.   NASA should  not have  downscored Lockheed  on the
        ground  that it failed  to establish a  contractor/NASA team
        approach to the problem.  Mr. Armstrong states that Lockheed
        met this  criterion by  proposing to  maintain liaison  with
        NASA.    He further  states  that Allied  proposed  the same
        approach  as Lockheed,  yet was  not  penalized.   Armstrong
        Declaration at 9.  Our  review of Allied's solution  reveals
        that Allied proposed to work with NASA in preparing  reports
        required by various  authorities (such as  OSHA), coordinate
        with  NASA's  medical  team  as  it  examined  any  affected
        Government workers, Protest File, Exhibit 5,  Vol. 1 at 1.2-
        21, gather various  types of data from NASA,  assist NASA in
        notifying   appropriate   environmental   authorities,   and
        coordinate closely with NASA in responding to the media, id.
        at 1.2-24.
 
             b.   NASA should have downgraded Allied  for failing to
        state that  it would contact federal, state and local health
        authorities.   Mr. Armstrong  notes, accurately, that Allied
        proposed only to  contact federal, state and  local environ-
        mental authorities.  Armstrong Declaration at 9 & Attachment
        3;  Protest File, Exhibit  5, Vol. 1  at 1.2-21 to  -25.  We
        note,  however, that  Allied  did  propose  to  contact  the
        Chemical Manufacturers Association as appropriate.   Protest
        File, Exhibit 5, Vol. 1 at 1.2-23.
 
             c.   NASA should  have downscored  Allied based  on its
        failure  to "[p]rovide information  to the union  and public
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 11    Mr.  Armstrong  also  asserts  that  Allied's
   proposed  program manager  should  have  been  given  a  weakness
   because  the reference  checks  included  comments  that  he  had
   trouble dealing with persons who had less  education than himself
   and that he  could be hard-headed.  Armstrong  Declaration at 13-
   14.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        (through the news media) using [a] single point of contact."
        Protest File,  Exhibit 15  at 23.   Mr. Armstrong  adds that
        Lockheed  met this criterion.   Armstrong Declaration  at 9.
        We find that Allied proposed  to deal with its own workforce
        through a  single point  of contact.   For contact  with the
        media,  federal  employees and  other  federal agencies,  it
        proposed  a detailed plan  whereby it would  support NASA in
        developing responses which NASA would report.  Protest File,
        Exhibit 5, Vol.  1 at 1.2-22, -24.   Lockheed, on the  other
        hand, simply proposed to "provide any assistance required by
        NASA" in dealing with the media.  Id., Exhibit 7, Vol. 10 at
        118.
 
             d.   Allied failed to meet the  criterion of scheduling
        initial  interviews and  medical examinations,  yet  was not
        downscored.   Armstrong Declaration  at 9.   Our  reading of
        Allied's response  to the problem shows that  it states that
        the  company's "first  step" would  be  to schedule  medical
        examinations.    It  adds that  other  specialists,  such as
        toxicologists,   would  assist  the  staff  doctor  in  this
        process.   It does  not use the  word "interview."   Protest
        File, Exhibit 5, Vol. 1 at 1.2-21.
 
             e.   Allied  went   no   further   than   Lockheed   in
        recognizing  the possibility  of  off-site causes,  yet NASA
        downscored  Lockheed  on  this point  and  did  not penalize
        Allied.    Armstrong  Declaration  at  10.    We  note  that
        Lockheed's response makes brief reference to the possibility
        of off-site causes; it explains  the steps to be taken "[i]f
        . . . the cause or causes were diagnosed to be job related."
        It  makes no mention,  however, of gathering  information on
        possible     off-site     causes.[foot #] 12         Protest
        File, Exhibit 7,  Vol. 10 at 116.   Allied's solution states
        that  it  would  "ascertain  if  any  other  people  in  the
        community  are reporting similar problems."  Id., Exhibit 5,
        Vol. 1 at 1.2-24.
 
        69.  Mr.  Armstrong  challenges  the  scoring of  Lockheed's
   recruiting and staffing  plan.  He asserts that,  because the RFP
   emphasized  the  need  to retain  incumbent  personnel,  Lockheed
   should have received more than the one major strength it received
   because of its  commitment to retaining                   of  the
   incumbent workforce.  Armstrong Declaration at 14-15.
 
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 12    Lockheed's response can reasonably be read to
   assume either  that the cause is job  related or that an off-site
   cause is not  the contractor's concern.  For  instance, it states
   that Lockheed  would  determine whether  the  affected  employees
   worked only in the affected area or whether they visited "another
   area of WSTF," but it does not  make the same inquiries into off-
   site activities.  Protest File, Exhibit 7, Vol. 10 at 116.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        70.  With respect to Lockheed's total compensation plan, Mr.
   Armstrong   raises  many  of  the  issues  that  Lockheed  raises
   elsewhere in connection with  the             hour work week.  He
   also faults  NASA  for  finding  a  weakness  due  to  Lockheed's
   vacation policy.   He asserts that  the same policy  had been  in
   effect  for many years under the current contract and there is no
   evidence that  it has been  a problem.  Armstrong  Declaration at
   16-17.
 
        71.  Finally, Mr. Armstrong  challenges NASA's evaluation of
   Allied's BAFO on  the same  grounds that  Lockheed has  otherwise
   raised in this protest.  Armstrong Declaration at 17-20.
 
        72.  The  end result of this  rescoring exercise is that, in
   Mr. Armstrong's  view, Lockheed  should have  received a  Mission
   Suitability score of     , an increase of     from the score NASA
   assigned.   Allied's  score,  on the  other  hand, would  drop   
   points to    ,  while Company A's score would drop    points to  
   .    In  the  problem solving  element,  Lockheed's  score  would
   increase [23 points], while  Allied's would drop [39  points] and
   Company A's [91 points].  Armstrong Declaration, Attachment 6.
 
   Selection and Final Negotiations
 
        73.  After   receiving  the   SEB's  findings,   the  source
   selection official (SSO) selected  Allied for final negotiations.
   This decision ultimately came down to a choice between Allied and
   Company  A.   The SSO  believed that the  SEB had  overstated the
   impact of Lockheed's  proposed               hour work week,  but
   nevertheless  found that  Lockheed  trailed significantly  behind
   Allied in the Mission Suitability factor, as well as being higher
   in probable cost.  Transcript at 699-708.
 
        74.  After  the submission  of BAFOs,  budget  cuts at  NASA
   required  that the  TEAM  contract  be reduced  in  scale.   This
   included the elimination of the space station option and one test
   area, as  well as a number of other  positions.  This, of course,
   reduced the  cost of the  final contract.  Transcript  at 467-69,
   834-35.
 
        75.  The parties  negotiated  an  increase  to  reflect  the
   amounts that  Allied would have  to pay incumbent workers.   This
   resulted in an increase of roughly              .   Protest File,
   Exhibit 200 at N003378; Transcript at 836-38.  NASA did, however,
   insist  that  the  productivity gains  that  Allied  had proposed
   become a part of the final contract.  Id. at 471.
 
        76.  The final  contract price  was  $163,100,000.   Protest
   File, Exhibit 203.
 
                               Discussion
 
        Lockheed raises  a number  of contentions  in this  protest,
   which can  be listed  as follows:   (1) NASA  improperly deviated
   from  the  language  of  the RFP  by  prohibiting  Lockheed  from
   offering   mandatory,  uncompensated   overtime  and   increasing
   Lockheed's probable  cost based on  the assumption that  it would
   not provide such overtime; by agreeing to a price increase during
   final negotiations with  Allied; and by  accepting an offer  that
   did not comply with the  RFP's requirement that offerors agree to
   ceilings on certain costs; (2)  Allied's BAFO did not comply with
   a  mandatory   requirement,  specifically,  Allied  did  not  bid
   specified numbers of labor hours for the various skill positions;
   (3) Allied's  BAFO contained material inconsistencies  because it
   stated that it would  match incumbents' existing pay  yet offered
   to pay far  less, and because it proposed a skill mix that Allied
   could  not meet; (4)  NASA improperly failed  to downscore Allied
   for changes made in its BAFO; (5)  NASA failed to conduct a price
   realism analysis as required by  regulations and the RFP; and (6)
   NASA   conducted  an  unreasonable   evaluation  of  the  Mission
   Suitability factor.  In addition to responding to the substantive
   issues, NASA  has raised several timeliness issues, which we will
   address first.
 
   Timeliness Issues
 
 
        NASA challenges  the  timeliness of  Lockheed's claims  that
   NASA  improperly  increased  the   contract  price  during  final
   negotiations,  that Allied failed to meet a mandatory requirement
   of the RFP by  failing to bid to the specified  numbers of hours,
   and that Allied failed to comply with the RFP when it declined to
   accept a ceiling on medical costs.  We find that only the last of
   these claims is untimely.
 
        According  to NASA, Lockheed's  claim with respect  to post-
   selection negotiations appeared  only in the second  amendment to
   the  protest, which  Lockheed filed  on January  21, 1994.   NASA
   asserts that  Lockheed should  have been aware  of this  claim no
   later than  December 30,  1993, when  it received  a copy of  the
   contract.[foot #] 13     Because   January  21   was   more  than
   ten  working days  after December  30,  says NASA,  the claim  is
   untimely.  See Board Rule 5(b)(3)(ii).
 
        We  disagree.   This claim  was  sufficiently raised  in the
   first amendment to  Lockheed's protest.  In that amendment, filed
   on January 12, Lockheed added a new count alleging improper post-
   award negotiations.  Among other things, the count asserted:
 
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 13    NASA disingenuously asserts that the contract
   was "available" to Lockheed at  the time of award, i.e., December
   10, 1993.   Lockheed  has appended to  its reply  brief documents
   showing that it  requested a copy of the contract pursuant to the
   Freedom  of Information  Act  on  December 2.    NASA replied  on
   December 10  that the contract was unavailable  and that Lockheed
   should resubmit its request on January 3, 1994.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        The  negotiations  resulted  in a  contract  . . . that
        contained  terms  and conditions  that  were materially
        different  from  those contemplated  by  AlliedSignal's
        BAFO.      The   differences   between   the   contract
        contemplated  at the  time of  BAFOs  and the  contract
        actually negotiated with AlliedSignal include, but  are
        not necessarily limited to:   significant reductions in
        the  level of effort  hours; [and] increased  costs for
        compensation . . . .
 
   First Supplemental Protest Complaint  at 5.  Although  the second
   amendment  stated   Lockheed's   particular   claim   with   more
   specificity, we find  the above passage sufficient to  raise this
   claim  under  the principles  of  notice pleading.    See Project
   Software & Development, Inc., GSBCA 8471-P, 86-3 BCA   19,082, at
   96,403, 1986 BPD   107, at 16.
 
        Furthermore,  the precise  nature  of Lockheed's  contention
   required  that Lockheed  see  the  contract  before  raising  it.
   Lockheed is contesting  not just  the overall  contract, but  the
   fact that  NASA  agreed  to  rates of  pay  in  excess  of  those
   contained in Allied's BAFO.   Because of the work eliminated from
   the final contract  due to budget constraints, Lockheed could not
   have determined  the basis for  the claim from just  the contract
   price  (which NASA  asserts was  announced  publicly in  November
   1993).   Thus, because Lockheed filed its  first amendment within
   ten working days  of its receipt  of the contract, this  claim is
   timely.
 
        We reach  a similar  conclusion with  respect to  Lockheed's
   allegation  that  Allied  failed  to  comply  with  the  supposed
   requirement  that  it bid  certain  numbers of  hours.   Lockheed
   asserts  that Allied's  BAFO effectively  bid to  fewer than  the
   numbers of hours to which  the other offerors bid because  of the
   cost savings that  Allied proposed.  Because the  cost savings in
   part included fewer  hours, Lockheed asserts that  by subtracting
   the cost  savings from its  price Allied was, in  effect, bidding
   fewer hours.  We find that, viewed very broadly, Lockheed's first
   protest amendment raised this issue by asserting that NASA agreed
   to  a final contract that included "significant reductions in the
   level of effort  hours."  First Supplemental Protest Complaint at
   5.  Because Lockheed could not have known the details of Allied's
   bid until it received the contract, this claim is timely.
 
        Lockheed's  allegation   with  respect  to   cost  ceilings,
   however, is untimely.  We  can find no hint of it  in the protest
   or  either amendment.   The  claim made  its first  appearance in
   Lockheed's  post-hearing brief.  Protester should have been aware
   of  the basis  for this  charge  upon receiving  the contract  on
   December     30,[foot #] 14    or     within    a     few    days
   thereafter.  It did not raise this claim, however, until it filed
   its  brief   on   February   22.     The   claim   is   therefore
   untimely.[foot #] 15
 
   The Merits
 
 
        Most  of Lockheed's  arguments  in  this  protest  challenge
   NASA's  evaluation  of   its  own  proposal  and   Allied's,  and
   particularly NASA's  scoring of  the Mission  Suitability factor.
   In reviewing such  contentions, we keep two  principles uppermost
   in mind.  First, in evaluating proposals an agency must adhere to
   the terms  of  the  solicitation,  unless  it  notifies  all  the
   offerors of a change.  It must also evaluate all of the offers in
   a consistent  manner.   The  goal  is to  allow all  offerors  to
   compete on a level playing field.  See 48 CFR 15.606  (1993); CPT
   Corp.,  GSBCA 8134-P-R,  86-1 BCA   18,727,  at 94,239,  1986 BPD
     12, at  65.  Second,  we have recognized that  agencies possess
   considerable discretion in  evaluating proposals and particularly
   in  making  scoring decisions.    We  will  not grant  a  protest
   alleging such  grounds except for  an abuse  of that  discretion.
   See PRC, Inc.  v. Department of Justice, GSBCA  12053-P, 93-2 BCA
     25,772, at 128,240, 1993 BPD   6, at 15.
 
        In  determining whether that discretion has been abused, the
   Board typically  applies a  test of reasonableness.   It  is here
   that we apparently part company with the author of the concurring
   opinion.  We agree with our colleague that protests are not to be
   granted unless the Board finds a violation of law, regulation, or
   delegation  of procurement authority.  We disagree, however, that
   in a  case such as this, a finding  can be made without assessing
   the reasonableness of an agency's evaluation of offers.
 
        One  of  the  most  fundamental  statutory  requirements  in
   Government procurement is that offers be evaluated solely on  the
   factors specified in  the solicitation.  10  U.S.C.   2305(b)(1);
   41 U.S.C.    253b (1988).   In determining whether an  agency has
   complied  with  this  and  related  regulatory  requirements,  it
   ultimately  becomes necessary  to  examine the  reasonableness of
   judgments  made during the evaluation process.  Much is obviously
   left to agency  discretion.  But  when agency determinations  are
   found to be  devoid of a reasonable  basis, they can scarcely  be
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 14    Lockheed  complains in  another context  that
   the documents it received from  NASA during the initial phases of
   discovery were in  some cases incomplete.  It  does not, however,
   assert  that the contract provisions at  issue in this allegation
   were missing.
 
        [foot #] 15    In  any   event,  the  claim   is  meritless.
   Lockheed asserts  that  the RFP  required offerors  to include  a
   ceiling on medical costs.   In fact, it did nothing  of the kind.
   Finding 10.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   deemed to be in accordance  with the terms and conditions  of the
   solicitation in question.
 
 
        For   this  reason,   in  the   exercise   of  its   protest
   jurisdiction, the Board  has repeatedly held that for a protester
   to  challenge  successfully   the  selection  process,   it  must
   demonstrate  that the selection  lacks a reasonable  basis.  E.g.
   Peqrab Business Systems v. Department of the Navy, GSBCA 12124-P,
   93-2 BCA    25,638, at 127,590,  1992 BPD    390, at 6  ("[I]t is
   protester's burden  to demonstrate that the  technical evaluation
   was   unreasonable.");    CBIS  Federal  Inc.  v.  Department  of
   Interior, GSBCA 12092-P, 93-2 BCA   25,643, at 127,606,  1992 BPD
     386, at 14 ("[T]he  result of the clearly erroneous evaluations
   of  resumes of key personnel  is that the selection determination
   lacks a reasonable basis, so the award is not justified"); Hughes
   STX Corp. v. National Aeronautics and Space Administration, GSBCA
   11665-P, 92-3  BCA   25,035, at  124,789, 1992 BPD    105, at  35
   ("The  law  vests  considerable  discretion  in  the  conduct  of
   technical  evaluations.  We  will not overturn  these evaluations
   unless it is  demonstrated to us  that they are  unreasonable.").
   We also note that our appellate authority has recently recognized
   our  use of  this reasonableness  standard  to determine  whether
   there has been an abuse  of agency discretion.  Lockheed Missiles
   & Space Co. v. Bentsen, 4 F.3d 955, 958 (In affirming the Board's
   denial of  two protests,  the Court  observed, "Accordingly,  the
   Board denied the  bid protests stating that the  IRS decision was
   reasonable and not an abuse of discretion.").
 
        The            Hour Work Week
 
        One of the largest  among the many areas of dispute  in this
   case is NASA's  treatment of Lockheed's  proposal to require  its
   professional staff  to work a              hour  work week or, as
   Lockheed puts it,      hours per week of mandatory, uncompensated
   overtime.  According  to Lockheed, NASA  made numerous errors  in
   evaluating  this part  of its  proposal.   It  asserts that  NASA
   effectively prohibited the practice, contrary to the terms of the
   RFP.    Furthermore, it  claims  that NASA  improperly  added the
   savings  from the  uncompensated  overtime back  into  Lockheed's
   probable cost, while  at the same time  inconsistently penalizing
   Lockheed  for the negative impact  it believed the practice would
   have on the workforce.
 
        We  do not agree that NASA effectively prohibited mandatory,
   uncompensated overtime.   Without  question, at  least some  NASA
   personnel  were  quite hostile  to  the  idea.   This  hostility,
   however, proceeded from  legitimate concerns about the  impact of
   the practice  on morale.   Lockheed's proposal amounted to  a pay
   cut  and NASA reasonably feared that it would create considerable
   resentment.
 
        Furthermore,  contrary to Lockheed's belief, the RFP did not
   state that offerors  were free to propose  uncompensated overtime
   practices without fear of being downgraded based on the specifics
   of the  proposal.   In fact,  the RFP clearly  implied that  such
   proposals would be subject  to scrutiny by requiring  offerors to
   "submit evidence  of  historical  uncompensated  overtime  worked
   . . . or provide rationale that will be sufficient to ensure that
   the   uncompensated   overtime   proposed   will  be   provided."
   Lockheed's proposal  to use such  a practice thus was  subject to
   being graded based on its quality.
 
 
        We further find reasonable NASA's conclusion that Lockheed's
   proposed work week was ill-considered.  Lockheed could cite to no
   experience  with  a  similar scheme  and  the  only "support"  it
   provided  indicated that  it  was likely  to cause  severe morale
   problems.   NASA  was left  with no  assurance that  morale would
   remain at an acceptable level.
 
        Lockheed's  response to  NASA's criticisms  is unpersuasive.
   Lockheed  points  to  the RFP  requirement  that  offerors submit
   historical  data  or  provide rationale  that  the  overtime will
   actually be  provided.  In  asserting that it met  this standard,
   Lockheed states simply  that NASA has pointed to  nothing to show
   that the overtime would not  actually be worked.  This presumably
   is  a polite  way of  saying  that Lockheed  planned to  make its
   professional employees an offer they could not refuse.  We do not
   view  the  RFP  so restrictively.    In  our view,  NASA  was not
   required simply to take Lockheed's  assurance that it would  make
   its  employees  work  the  extra  hours.    Instead,  NASA  could
   reasonably evaluate whether it believed the proposed scheme would
   prove workable;  if the  impact upon morale  was too  severe, the
   practice  of mandatory, uncompensated  overtime might have  to be
   abandoned.   Thus, we find  that NASA's evaluation  of Lockheed's
   proposed              hour work week was consistent with the  RFP
   provisions on uncompensated overtime.
 
        For similar  reasons, we  reject  Lockheed's assertion  that
   NASA  subjected it  to a  "double hit"  by assigning  it multiple
   weaknesses due to  the extended work week while at  the same time
   adding  the savings back  into its cost.   At  first blush, there
   appears to be some merit to this contention:  the  downgrading in
   Mission Suitability appears  to assume that the plan  will be put
   into  effect, while the  increased probable costs  assume that it
   will  not.   Further reflection,  however, leads  to  a different
   conclusion.   We find  reasonable NASA's  determination that  the
   proposal  reflected   poor  judgment  on  Lockheed's  part,  thus
   justifying the assignment of weaknesses regardless of whether the
   extended    work    week   was    ever    effectuated.[foot #] 16
   The  assigned  weaknesses  were  therefore  consistent  with  the
   conclusion that  NASA reached  in estimating  Lockheed's probable
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 16    We  also  reject  the  contention  that  NASA
   should not have assigned more than one weakness on account of the
   extended work week.   The weaknesses  were assigned for  separate
   factors.  Findings 52-53.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   costs, i.e.,  that the                hour work week  would prove
   unworkable.[foot #] 17
 
 
        We  note that Lockheed  received yet another  penalty due to
   its  response to  NASA's question  regarding  the positions  that
   Lockheed would eliminate  due to the increased  hours it proposed
   to  have its professional  employees work.   NASA  again explains
   that  apparent  anomaly  by  asserting  that  it  was  penalizing
   Lockheed for poor judgment rather than for cutting the positions.
   This is somewhat more troubling  because, if NASA did not believe
   that Lockheed could implement  the extended work week,  there was
   no need to ask this question.   In addition, there has to be some
   limit  to  the number  of  times  an  offeror can  reasonably  be
   penalized   for  poor  judgment   on  the  same   general  issue.
   Nevertheless, we need not resolve this point.  Given that we find
   no merit in any of  Lockheed's other assertions, the  elimination
   of this  one finding of  weakness clearly would not  have changed
   the selection  decision.  Lockheed  still would have  trailed far
   behind Allied in Mission Suitability  and would have had a higher
   price as well.  See  Andersen Consulting, GSBCA 10833-P, 91-1 BCA
     23,474, at  117,759-60, 1990 BPD    396, at  22-24, aff'd,  959
   F.2d 929 (Fed. Cir. 1992).
 
        Lockheed's Program Manager
 
        Lockheed vociferously objects to  the weaknesses assigned by
   NASA on  account of its  proposed program manager.   According to
   Lockheed, the weaknesses  were assigned due to the  anger of some
   NASA  officials  about the  overrun in  medical costs.   Lockheed
   further argues  that the  downgrading was  inconsistent with  the
   high ratings that  it had received during the  performance of the
   existing contract.
 
        We  find NASA's conclusions  to have  been reasonable.   The
   record  supports  NASA's  conclusion  that  the  current  program
   manager was struggling  in the position.  This  is reflected more
   in the reference  checks than in the ratings  under the incumbent
   contract, but we do not believe that NASA's procurement officials
   were  bound  to rely  solely  on  the  evaluations.   They  could
   reasonably  look to  other  sources  as well.    They also  could
   reasonably take into account the cost overruns; while recognizing
   that  the overruns  were not  the program  manager's fault,  NASA
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 17    We also  recognize the  possibility that  the
   plan might  be put into  effect, with resulting  degraded morale,
   and then  have to be abandoned.  For  this reason also, we cannot
   share Lockheed's view that NASA is trying  to "have it both ways"
   by assuming both lowered morale and higher costs.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   faulted   him  for  inadequate  foresight  in  dealing  with  the
   problem.[foot #] 18
 
 
        The  matter of  a college  degree was  also well  within the
   agency's      discretion.[foot #] 19            NASA     informed
   offerors that the program manager's education would be considered
   as  part of the  evaluation of that  individual's suitability for
   the  job.   Finding  13.   The fact  that  the incumbent  program
   manager's lack of a degree apparently has not interfered with the
   performance of  the current contract  is unpersuasive.   NASA may
   well have different expectations for the new contract.
 
        Allied's Labor Rates
 
        The second  of the two  largest areas of contention  in this
   protest   concerns  Allied's  labor   rates.    Lockheed  asserts
   primarily that Allied  proposed labor rates that were  too low to
   allow it to retain incumbent  employees and that its stated rates
   were inconsistent with its promise  in its BAFO to match existing
   pay for incumbents.  We see no merit in either assertion.
 
        To  put it simply,  Allied promised to  pay incumbents their
   current salaries, or  the rates required  by the applicable  wage
   determination or  bargaining agreement,  as applicable.   Period.
   Allied did not know the precise salaries of the incumbent profes-
   sionals, nor did it know the outcome of the collective bargaining
   before  it occurred.   Even  then, NASA  explicitly said  that it
   would not  incorporate the new  agreement into the RFP  but would
   deal  with it  in final  negotiations.   Allied did know,  or had
   reason to know,  that its proposed rates were well  below what it
   would  have  to pay  in  order to  fulfill its  promise  to match
   existing  rates.  Nevertheless, the  record makes clear both that
   there was  little chance of  NASA being misled by  Allied's rates
   and that NASA in fact was not misled.  To the contrary, it  added
   the higher pay back into Allied's proposal.  It may be that, as a
   result of this  methodology, the evaluation of  Allied's proposed
   rate  structure became largely  an exercise in  pointless number-
   crunching,  but  we  are  aware  of no  statutory  or  regulatory
   prohibition  on  pointless  number-crunching.    That  was NASA's
   decision to make.
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 18    We also  note that  Lockheed is incorrect  in
   asserting that the  cost overruns were the only  fault NASA found
   with the  management of  the current contract.   The  agency also
   noted  slowness in filling  vacancies and distraction  during the
   competition for  the new contract, as  well as a general  lack of
   responsiveness on the part of  the program manager.  Findings 58,
   60.
 
        [foot #] 19    Again, the lack  of a college degree  was not
   NASA's only basis  for concern.  It also  appeared concerned that
   the program  manager was too  much of a Lockheed  "insider," with
   too little knowledge of the industry as a whole.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        For similar  reasons, we  reject Lockheed's contention  that
   Allied's  proposed skill mix  was inconsistent with  its proposed
   labor rates.   Lockheed asserts that Allied would not  be able to
   attain a           mix because its  rates were all at the low end
   of the range, or lower, for the various skill positions.  Because
   Allied  promised to match  existing pay for  incumbents, however,
   NASA could  reasonably  conclude that  Allied  would be  able  to
   achieve    the    mix    of     skill    and    experience     it
   proposed.[foot #] 20
 
        Failure to Meet Mandatory Requirement
 
        Lockheed  asserts that  Allied failed  to  meet a  mandatory
   requirement  of the  RFP  because it  failed to  bid  to the  set
   numbers of  hours for the  various skill positions that  were set
   out in the RFP.  Lockheed reaches this conclusion as a  result of
   its analysis  of Allied's  proposed productivity  gains.   Allied
   subtracted the cost savings  from these gains in determining  its
   offered BAFO  price.  Because  a significant part of  the savings
   was to come  from Allied's employees taking  less time to do  the
   same projects,  Lockheed claims  that Allied  effectively bid  to
   fewer hours than the RFP required.
 
        We see  no merit to  this claim.  Lockheed  misconstrues the
   nature of  the work  required by the  RFP.  The  RFP did  not ask
   offerors to supply set numbers of hours; rather, it required them
   to bid to set numbers for comparative purposes.  The  RFP clearly
   contemplated that the  awardee would, in all  likelihood, provide
   total labor  hours that  differed from the  numbers to  which the
   offerors bid, perhaps by a great deal.  Allied's proposal allowed
   NASA  to conduct an appropriate comparison of the offerors' costs
   as  reflected in  their labor  rates,  and then  to evaluate  the
   productivity gains as a separate  issue.  Furthermore, as part of
   doing its cost analysis, NASA  declined to take the  productivity
   gains into account, thus removing any possibility of prejudice.
 
        Other Issues Relating to Allied's BAFO
 
        Lockheed  contends that NASA failed properly to evaluate, or
   for  that matter  to evaluate  at all,  a number of  changes that
   Allied made at the BAFO stage.  In Lockheed's view, Allied should
   have been penalized for these  changes.  Lockheed further asserts
   that  NASA's failure  to  downgrade  Allied  evidenced  disparate
   treatment   between    the   two    offerors.[foot #] 21       We
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 20    We also  note that Allied proposed  to manage
   toward a 25/50/25 mix, not to attain one at the start.
 
        [foot #] 21    Lockheed has attempted to buttress all of its
   claims of unfair treatment with a generalized assertion that NASA
   was biased against it due to the cost overrun.  We will not dwell
   on this point because the record contains nothing resembling  the
                                                      (continued...)
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   examine  below  each of  the  areas  in which  Lockheed  believes
   Allied's BAFO to have been subject to criticism.
 
 
        Retention  Rate:  Lockheed  asserts that Allied  should have
   been downgraded for reducing its proposed retention rate from    
     to           percent of the  incumbent workforce.  NASA, on the
   other hand, believed that this  would present little trouble  due
   to    the   large   number    of   resumes   that    Allied   had
   collected.[foot #] 22     We   have  no   evidence   that   would
   allow  us  to  conclude  that Allied  could  not  find  competent
   workers, particularly given  that it would  still be retaining  a
   large majority of the incumbents.  Thus, we find NASA's treatment
   of this point to be reasonable.
 
        Lower Rate Structure:  Lockheed points to Allied's change to
   a different rate  structure for exempt employees than  the one it
   used in  its initial  proposal.   Lockheed  finds it  exceedingly
   suspicious   that  the  new   rate  structure  was   lower,  thus
   contributing  to the  substantial  decrease  in Allied's  offered
   price.  For the  reasons we have already stated, however,  we see
   nothing suspicious  in it.   Allied promised  to match  incumbent
   salaries.   In  addition, the  mere  fact that  it  was using  an
   existing  rate structure supports  NASA's conclusion  that Allied
   would have  been able  to attract  new employees.   Thus, we  see
   nothing unreasonable about  NASA's failure to penalize  Allied on
   this point.
 
        Pay for Incumbents:  Lockheed  claims that Allied would have
   been unable to match existing (for  exempt personnel) or required
   (for  non-exempt personnel) pay rates under  the pay structure in
   its proposal.  As we have already found, however, Allied promised
   to match existing or required pay rates.
 
        Pay  Raises:    Lockheed  faults  Allied  for  proposing  to
   increase exempt employees' pay by only     percent               
   .  The SEB, however, assigned a minor weakness on this point.
 
        Health and Welfare  Plan:  Lockheed similarly  faults Allied
   for  its proposed,                 contribution to the health and
   welfare  plan for  exempt  employees.   As  we  have found,  NASA
   assigned  Allied  a  new  major  weakness  for  this  change  and
 
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 21 (...continued)
   evidence  required to  overcome the  presumption that  Government
   officials  carry out their  duties in good  faith.   See SMS Data
                                                        ___ ________
   Products  Group, Inc.,  GSBCA  10587-P,  90-3  BCA    23,034,  at
   _____________________
   115,658, 1990 BPD   141, at 9.
 
        [foot #] 22    In addition, incumbents who were not retained
   could have reapplied, although it appears likely they would  have
   to take pay cuts.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   increased   its  probable   cost   to   account   for   increased
   contributions.[foot #] 23
 
 
        Reduced Experience Levels:  Lockheed next points to Allied's
   decision to reduce the experience required to qualify for certain
   skill  levels.   NASA appears  to have  been largely  unconcerned
   about this move.  We simply  lack an adequate basis for  faulting
   this treatment.  We have no evidence to show that the change will
   result  in degraded performance  under the contract, particularly
   given  that Allied proposed  to retain            percent  of the
   incumbent workforce.
 
        Productivity  Gains:    Possibly  the  most  significant  of
   Lockheed's complaints about Allied's BAFO is the treatment of the
   proposed productivity gains.  NASA  did not include the resulting
   savings in  its  estimate of  Allied's probable  cost because  it
   found inadequate evidence to support  them.  It did not, however,
   assign Allied a weakness for  making the proposal.  Although this
   appears, on  the surface,  inconsistent with  the treatment  that
   Lockheed  received over its  work week proposal,  we nevertheless
   perceive  a difference between the two situations.  Specifically,
   in  NASA's   estimation,  Lockheed's  proposal  raised  a  strong
   likelihood of adverse  effects on morale.   Allied's productivity
   gains  proposal,  on the  other  hand,  rather than  enforcing  a
   "takeaway"  on  part  of  its  workforce,  primarily contemplated
   savings  through more efficient  management techniques.   It thus
   was reasonable for NASA to assign weaknesses to Lockheed, but not
   to Allied, for bad judgment.
 
        As   should  be  apparent  from  our  review  of  Lockheed's
   arguments, we  find that  its challenges to  NASA's treatment  of
   Allied's  BAFO  fall well  short  of  establishing  an  abuse  of
   discretion.  In some areas, NASA did in fact assign weaknesses to
   Allied.[foot #] 24     In  other   areas,  we   might  or   might
   not have  reached the  same  conclusion, but  these are  judgment
   calls well within the agency's assigned discretion.  We thus find
   no basis for granting the protest here.
 
        Documentation
 
        Lockheed devotes considerable attention to what it considers
   inadequate documentation in  NASA's decision-making process.   It
   asserts  in  numerous  contexts  that NASA  failed  to  create an
   adequate paper  trail, so  that it is  not possible  to determine
   what individual  raised what  issues, or  how  those issues  were
   treated at each stage  of the process.  Lockheed also claims that
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 23    This treatment mirrored  the supposed "double
   hit" that Lockheed took over its extended work week proposal.
 
        [foot #] 24    This also  shows that NASA was  not oblivious
   to  the  changes in  Allied's  proposal  at  the BAFO  stage,  as
   Lockheed charges.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   NASA  failed  entirely to  consider  a  variety  of issues.    It
   particularly  points  to  the changes  in  Allied's  BAFO and  it
   asserts that  NASA violated regulation  by failing  to conduct  a
   price reasonableness analysis.
 
 
        As  a general matter,  Lockheed misapprehends the  nature of
   the de novo review that this Board conducts.  Our focus is not on
   the question whether  the agency performed each  procedural step.
   Our focus is  on the substance of  the challenged decision.   For
   this reason,  we are not  limited to the record  developed by the
   agency.    This  cuts both  ways,  of course:    a  protester can
   introduce evidence to challenge the decision that the  agency did
   not consider, but  the agency can also introduce  new evidence to
   support that decision.  We thus are not ordinarily concerned with
   the paper trail that the agency created; we make our own record.
 
        In this  particular case, we are satisfied  with our ability
   to review  the agency's decisions  adequately.  We  are convinced
   that the  reasons that  NASA advances for  its decisions  in this
   proceeding  are  not simply  after-the-fact  rationalizations and
   thus are  not troubled,  for example, by  the failure  of certain
   evaluators to fill out worksheets.  See Andersen Consulting.
 
        With  respect to  price  realism,  Lockheed  is  correct  in
   stating that NASA was required to conduct such an evaluation.  An
   agency must satisfy itself that an offeror's price  is not so low
   as  to raise  doubt  about whether  the  offeror understands  the
   requirements of the  solicitation.  See 48  CFR 15.605(d) (1993);
   see  generally Planning Research  Corp., GSBCA 10697-P,  91-2 BCA
     23,881, 1991 BPD   82.
 
        As to the  substance of this issue, Lockheed  has not estab-
   lished that Allied's BAFO was priced unrealistically low.  Allied
   promised to match the salaries of incumbent  professionals and to
   meet the applicable wage determinations  or collective bargaining
   agreement  rates of other  employees.  Although  Allied's offered
   rates were  far too low for  it to do this, both  Allied and NASA
   clearly understood  this fact.   With  respect to  non-incumbent,
   exempt  employees, although Allied's rates were  on the low side,
   it used an existing rate structure and there was evidence that it
   would     be     drawing     on     a     favorable     applicant
   pool.[foot #] 25       Lockheed   has   not    established   that
   Allied failed  to grasp the  requirements of the  RFP or  that it
   would be unable to hire qualified workers.
 
        Although   NASA  apparently   never   did  a   formal  price
   reasonableness analysis, this failure does not  provide us with a
   basis for granting  the protest.  As the  above discussion shows,
   NASA assessed the realism of  Allied's BAFO, albeit not through a
   named  vehicle.   Furthermore,  this  protest  has  provided  the
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 25    Specifically, Allied  had already  received a
   large number of resumes and there had been layoffs in the region.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   opportunity for  a full review of this issue.  Given the agency's
   findings, which  we consider  reasonable, the  only purpose  that
   would be  served by returning  the matter  to NASA on  this issue
   would be to  allow it to create  a record that would  lead to the
   same decision.   We decline to  require the agency  to engage  in
   such  file-papering and hoop-jumping.  See Technology, Management
   &  Analysis  Corp.  v.  Environmental  Protection  Agency,  GSBCA
   12082-P,  93-2 BCA    25,849, at  128,630, 1993  BPD   73,  at 20
   (declining  to grant  protest  for failure  to  do price  realism
   analysis  where  doing  analysis would  not  result  in different
   award).
 
 
        Post-Selection Negotiations
 
        Lockheed asserts that NASA violated  the terms of the RFP by
   agreeing to higher labor rates in the final contract with Allied.
   Lockheed points to the cover letter, which was incorporated  into
   the RFP and  which stated that NASA  would not agree to  a higher
   price during  final negotiations.   Although the final  price was
   about the same  as Allied's offered  BAFO price, Lockheed  points
   out  that  this  occurred  only  because  some  work  had  to  be
   eliminated from the contract due to budget constraints.
 
        Lockheed  is at least  partially correct in  its assertions.
   NASA unquestionably  agreed  to higher  labor rates  in order  to
   allow   Allied  to  fulfill   its  promise  to   match  incumbent
   professional salaries and applicable wage or union rates for non-
   exempt  employees.   Furthermore, the  final  contract price  was
   contrary  to  the  spirit, and  possibly  the  letter, of  NASA's
   assertion  that it  would not  agree to  a higher  contract price
   during final negotiations.[foot #] 26
 
        Nevertheless,  this does not  provide a ground  for granting
   the protest  because  Lockheed can  show  no prejudice  from  the
   possible violation  of the  terms of the  cover letter.   Because
   NASA  took  higher  rates into  account  in  calculating Allied's
   probable  cost, Lockheed  cannot assert  that  NASA's failure  to
   apply the terms of the  cover letter strictly against Allied gave
   that  company an  advantage by  allowing  it to  underbid.   NASA
   effectively  evaluated Allied's labor  rates as if  they were the
   ones  that  the   parties  eventually  agreed  to  in  the  final
   negotiations.  Thus, we deny this claim.
 
        Rescoring
 
        We  come finally  to the  criticisms  of Lockheed's  expert.
   Many of his comments  we have already covered in the  rest of our
   discussion.   The remainder primarily  has to do with  Problem 4.
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 26    We  find the cover  letter puzzling.   It may
   have  been intended  more  as a  statement of  policy  than as  a
   binding requirement, as NASA effectively argues in its brief, but
   it was not worded that way and it was incorporated into the RFP.
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   We see no need  to dwell on this point.  As our findings reflect,
   Mr.  Armstrong's comments prove,  at most, that  different people
   can look  at the same  evidence and reach  different conclusions.
   This does not establish that  NASA's scoring of Problem 4, or  of
   the Mission Suitability  element in general, was irrational or an
   abuse of discretion.
 
 
                                Decision
 
        The protest is DENIED.
 
 
 
   ______________________________     ______________________________
   ROBERT W. PARKER                   EDWIN B. NEILL
   Board Judge                        Board Judge
 
 
   DEVINE, Board Judge, concurring.
 
        I agree  with the  result reached by  the majority,  but not
   with the philosophical approach.   This Board  does not sit as  a
   Super  Source  Selection  Board, making  up  its  own independent
   collective mind as to  whether or not the  award in question  was
   given to  the "right"  offeror, and  if its  judgment is  that it
   didn't, fixing the  matter by directing the award  elsewhere.  On
   the contrary, it is our function to examine the complaints of the
   protester to  see if they (l) are supported  by the facts and (2)
   allege a violation  of an applicable statute or  regulation, or a
   delegation  of procurement  authority, or  show  some failure  to
   adhere to the terms of the RFP, to the end that  fair competition
   be maintained.  It may  be that we, individually or collectively,
   would not have made the  award that was made.  We  may even think
   it  wrong.   But  as long  as  it does  not  violate one  of  the
   foregoing  it  must  stand,  because  within  the  limits  of the
   discretionary authority vested in them, both the Source Selection
   Board  and the  Source Selection  Officer  have the  right to  be
   wrong.
    
        The  majority, during the  course of its  opinion, finds the
   decision  of  the   Source  Selection  Board   "reasonable,"  but
   reasonable is not the  test.  The test  is:  Was it wrong  in the
   sense that it violated one of the  foregoing?  If we are to judge
   a  procurement  on  the sole  ground  of whether  or  not  it was
   reasonably  conducted, we  will have no  standard to go  by.  One
   man's  reasonableness  is  another  man's  outrage.    Subjective
   decisions  on  what  is  reasonable  do not  lead  to  consistent
   results.
 
        It is not the  function of the Government to  show that what
   it did with respect to the challenged procurement was reasonable,
   correct,  consonant with the regulations and statutes, and within
   the terms of the  RFP; rather, it is the function and duty of the
   protestor  to show that what was  done was wrong, contrary to the
   regulations and statutes, inconsistent with the terms of the RFP,
   and in derogation of fair competition.
 
 
        Thus  there is no  need for the  mind-numbing recitations of
   numbered trivia so  common in our opinions (and  apparent in this
   one), designed only  to show that the  procurement powers-that-be
   have dotted  all the "i"s and crossed all  the "t"s and have thus
   produced a procurement deserving to be blessed by this Board.  It
   is  not the  Government's function,  nor is  it our  function, to
   perpetuate the  notion.  Protester  must show us  the holes.   We
   must  decide  whether  the transgression  (if  it  exists) merits
   interference   with  the  procurement  process  in  the  name  of
   preserving  competition.  Once we have considered and decided the
   protest complaints that  are supported by the evidence, we should
   stop: anything further is a waste of time.
 
        This  is so  because we  are not  fixers of  the procurement
   process; we are, or should be, buck-stoppers.  It is our function
   to  say  whether  or  not protestor's  objections  to  any  given
   procurement are well  taken, but not our function  to outline how
   it can  be  fixed.    Nor  is it  our  function,  where  we  find
   protester's  complaint's groundless,  to examine  aspects  of the
   procurement which the protester did not challenge.  We do not sit
   to bless procurements.   As a fellow judge once remarked: "We are
   not a roving commission to do good."
 
        Our primary function is  to find the essential facts:  those
   upon which  any decision must  turn.    Merely listing the  facts
   available  without sifting them for significance and putting them
   in  logical order  leads to  muddy thinking  and results  in such
   decisions as Locom  Corp., GSBCA 895l-P, 87-2 BCA    19,940, 1987
   BPD   111.   The opinion in that  protest gives us five  pages of
   carefully  numbered   "facts,"  plus  three  pages   of  puzzling
   "discussion" before we are given  the only essential fact,  which
   is that the protest is  moot, because the electronic equipment at
   issue  had been  delivered  and installed  nine  days before  the
   protest was  filed.  Under such a state  of facts, the Brooks Act
   makes the contract valid,  and we have no power to  alter it.  40
   U.S.C.    759(f)(6)(B)  (1988).    The  Locom  opinion  seems  to
   recognize this  because  it reads:  "The  record shows  that  the
   procurement  has  been completed.    The items  in  question have
   already been  delivered and  installation of  the memory  upgrade
   took place over the weekend of April 11 and 12.  [The protest was
   filed on April  21].  Presumably, at this  juncture the equipment
   has been   formally accepted as well."  87-2 BCA at 100,916, 1987
   BPD   111, at 8.  Despite the fact that the Board  was apparently
   familiar  with  the  statute,  it   went  on  to  find  that  the
   contracting officer had acted improperly and granted the protest,
   but it  also found that the impropriety was  not so serious as to
   justify a revision of  procurement authority.  In a  way this was
   fortunate because we have no authority over a moot protest except
   to dismiss  it.  In the end, this decision  of a moot protest did
   nothing  but allow  the  protester  to  recover its  protest  and
   proposal costs,  the result of  a simple failure to  organize and
   appreciate facts.
 
 
        Locom was not the only case where the forest got lost in the
   trees.  In  Grammco Computer Sales, Inc., GSBCA  8940-P, 87-2 BCA
     19,839, 1987  BPD   84,  we again find  five pages  of numbered
   facts, which  tell us,  among many, many  other things,  that the
   protester is also the awardee of  the contract.  This fact, which
   is essentially  ignored, should have  determined the issue.   The
   contract awardee cannot be an  interested party since it lacks an
   interest  in   the  procurement,  having   already  obtained  the
   contract.   There is nothing further  for the awardee  to get, is
   there?  Perhaps.  The protester had responded to the Government's
   request   for   proposals   by    proposing   several   different
   alternatives.   When it  was awarded the  contract on  one of its
   alternatives, it protested on the ground that it should have been
   awarded the contract  on another, which was more  favorable to it
   price-wise.  The Government argued that the awardee should not be
   heard to  complain when what it proposes of  its own free will is
   accepted for award.  The Board agreed, but added the caveat: only
   if  there is no irregularity in  the procurement.  The Board then
   granted the protest  because it found one, thus  transforming the
   successful  awardee into a successful protester, and entitling it
   to  just under  $37,000  in  proposal costs  and  fees.   Grammco
   Computer Sales,  Inc., GSBCA 9049-C(8940-P),  88-2 BCA    20,691,
   1988 BPD   57.  This case is not so much a lesson in getting  the
   facts  sorted out  right as it  is an  illustration of a  lack of
   understanding of the  legal effect of such  facts.  It is  also a
   reflection of the  idea that the Government has some sort of duty
   to  show that  a procurement not  only does  not have any  of the
   faults alleged by the protester, but has none at all.
     
        These are the principal faults  of the majority opinion.  If
   I  were a member  of the majority,  I would write  the opinion as
   follows:
 
                            Findings of Fact
 
        The  National Aeronautics  and  Space Administration  (NASA)
   operates the Johnson  Spaceflight Center in Houston, Texas.   The
   Center's  test facility  is located  at the  White  Sands Missile
   Range  near Las Cruces, New Mexico.  NASA has about 50 of its own
   employees  stationed at the  White Sands  Test Facility  (WSTF or
   White Sands); however,  the bulk of the personnel  working at the
   facility, about 500 employees, are contractor personnel.  Protest
   File, Vol. 0,  Exhibit 3.0.   About half  of these employees  are
   salaried professionals: engineers,  chemists, physicists and  the
   like.    The remainder  are  hourly  workers,  most of  whom  are
   unionized and whose collective bargaining  agreements are subject
   to   the   Service   Contract   Act.[foot #] 27      Id.      The
   principal work of  White Sands is to develop  and test spacecraft
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 27   41 U.S.C.    351-358 (1988).
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   propulsion  systems, to test various materials and components, to
   support  Space Shuttle training aircraft operations and manage an
   alternate  orbiter landing site, to provide technical support for
   calibrating  test equipment  and in  aid  of computer  design and
   drafting functions, and to provide such housekeeping functions as
   maintenance of  grounds  and  equipment,  fire  protection,  mail
   services,  cafeteria  services,  and health  services,  including
   routine  and  emergency  medical  care.    Id.    The   incumbent
   contractor  is Lockheed Engineering  & Sciences Company  (LESC or
   Lockheed), the  protester here.   See,  e.g., Transcript  at 104.
   Lockheed has been the incumbent for some seventeen or more years.
   Id.; Protest File, LESC Supplement, Vol. 3, Exhibit 216.
 
 
        The  procurement   at  issue   seeks  qualified   contractor
   personnel to conduct a mix of tasks ranging  from the solution of
   esoteric  engineering problems  to feeding  the  employees.   The
   solicitation   refers  to  it   as  the  "Test,   Evaluation  and
   Maintenance Contract" (TEAM).  Protest File, Vol. 0, Exhibit 3.0.
   The   solicitation  contemplated   a   three-year  initial   term
   commencing on February l, 1994, with an option term of two years.
   Id.   The  contract is  of the  cost-plus-award-fee type  with an
   approximate value of $200 million.  Id.
   The Request for Proposals.
 
 
        The request  for proposals (RFP),  issued on  June 1,  1993,
   sets forth the level of effort expected from successful offerors.
   Protest File, Vol. 0, Exhibit 3.0.  Section L of the RFP contains
   tables  listing labor classifications and labor hour requirements
   for  the base  effort and  certain  options.   Id.   Professional
   hours, as well as  labor hours, are included.  Id.   These tables
   list  the skill positions  required, such as  chemical engineers,
   programmers,  physicists,  among  many others,  and  set  out the
   number of  hours required  of each position  in each  of the  six
   principle areas enumerated in the RFP's statement of  work (SOW).
   Id.  The six areas are: administration, propulsion, laboratories,
   engineering,  environmental, and  health and  safety.   Id.   The
   tables do not set out the experience levels -- referred to as the
   "skill mix" by the parties -- required for the various positions.
   Transcript at 162-63.  The RFP contemplated a cost-plus-award-fee
   contract.  Id.  The principal costs were labor costs and overhead
   costs  related  to labor  costs,  such  as health  insurance  and
   workman's compensation insurance.   Id.   There  were some  fixed
   costs  which NASA set out in  the RFP and were thus automatically
   included in every  offeror's bid.  Id.   Offerors were invited to
   propose ceilings on their overhead costs but were not required to
   do so.  Id.; Transcript  at 761-63.  Under the terms of  the RFP,
   the successful contractor was required to provide  "not less than
   80 percent nor more than 120 percent of . . . total  direct labor
   hours."   Protest File, Vol. 0, Exhibit  3.0.  This provision was
   necessary  because of  the varying  levels of  activity at  White
   Sands caused  by such  things as  the presence  or  absence of  a
   shuttle mission.   Id.  The RFP also set out four scenarios, each
   of  which  described  a theoretical  problem  occurring  at White
   Sands.  Id.  Offerors were asked to give their detailed solutions
   to  each of  the problems  and  a statement  of their  underlying
   assumptions.  Id.  Prior to the issuance of the RFP, Lockheed, in
   anticipation  thereof, had asked the contracting officer how NASA
   would  consider   cost  proposals  that   included  uncompensated
   overtime hours "that  effectively dilute the normal  labor rate."
   Id., LESC  Supplement, Vol.  3, Exhibit 210.   NASA  responded by
   including a  clause in  the RFP notifying  the offerors  that, if
   they  intended to propose uncompensated overtime, in order for it
   to be considered in the  evaluation of a proposal, "offerors must
   submit evidence  of  historical  uncompensated  overtime  worked,
   consistent with their accounting system or provide rationale that
   will  be sufficient  to ensure  that  the uncompensated  overtime
   proposed will  be provided."  Id., Vol.0, Exhibit 3.0; Transcript
   at 411-13, 441.
 
   The Evaluation Criteria.
 
        Proposals were to be evaluated in four areas.  Protest File,
   Vol.0, Exhibit 3.0.  These areas are titled: Mission Suitability,
   Cost,  Relevant  Experience  and   Past  Performance,  and  Other
   Considerations.  Id.   Of these, only Mission  Suitability was to
   be scored numerically.  Id.   Section M of the RFP told  offerors
   that proposals  would be evaluated  by a source  evaluation board
   (SEB),  under applicable regulations,  including the NASA Federal
   Acquisition Regulation Supplement and  the NASA Source Evaluation
   Handbook.  Id.
 
 
        The Mission  Suitability  category  was  subdivided  into  a
   number of subfactors and elements as set out below:
 
   Subfactor:     Management Approach and Understanding
                  the Requirements                             525
 
             Element:  Management Approach & Understanding
                       of Overall Task                         225
 
             Element:  Problem Solving                         175
 
             Element:  Organization Plan                       125
 
   Subfactor:     Key Personnel                                275
 
             Element:  Suitability of Program Mgr.             125
 
             Element:  Suitability of Other Key Personnel      150
 
   Subfactor:     Staffing and Business Approach               200
 
             Element:  Recruiting and Staffing Plan             50
 
             Element:  Total Compensation Plan                  50
 
             Element:  Small and Disadvantaged Business Plan   100
 
   Protest  File,  Vol.0,  Exhibit 3.0.    The  sub-element entitled
   "Suitability of Program Manager" lists "education" as  one of the
   considerations to be evaluated.  Id.
 
        With respect  to the Cost  category, the RFP  indicated that
   cost realism would  be evaluated, and  that the SEB would  make a
   determination as to each offeror's probable cost.   Protest File,
   Vol.0, Exhibit 3.0.
 
   The Source Evaluation Plan.
 
        This plan set out the membership of  the SEB, as well as the
   membership of  each of the  four evaluation committees.   Protest
   File, Vol. 19, Exhibit  15.  Each evaluation  factor had its  own
   committee.  Id.  The SEB chairman was                   the  NASA
   site manager.    Id.   The  SEB  also included  the  deputy  site
   manager,             , and the chiefs of the principal offices at
   White Sands, with one exception.  The Propulsion Office chief,   
              was  a member,  as was                        chief of
   administration, and              , engineering office chief.  Id.
   The one exception was the chief of laboratories,            , who
   had a conflict of interest  because his wife worked for Lockheed.
   Transcript at 231-32, 262, 590-91.  He was replaced by one of his
   assistants.   Prior to  the submission of proposals,             
   wife retired  and he was  made a consultant  to the Board.   Id.;
   Protest File, Vol. 19, Exhibit 15.  The fifth member of the Board
   was  [an employee] of the  engineering directorate of the Johnson
   Spaceflight Center.  Id.  The Board's recorder was            , a
   contract specialist.   Id.   All of  the SEB members,  except the
   chairman   and  his  deputy,  were  also  members  of  evaluation
   committees.  Id.
 
 
        The evaluation committees numbered four.  Protest File, Vol.
   19,  Exhibit 15.    Each  committee considered  one  of the  four
   principal factors: Mission Suitability, Cost, Relevant Experience
   and Past Performance, and Other Considerations.  Id.  The RFP had
   this to say about the four factors:
 
        Of the four factors .  . . Mission Suitability and Cost
        are most important and,  as related to each other,  are
        of approximately equal importance.  Relevant Experience
        and  Past Performance  is of somewhat  less importance,
        and  Other  Considerations  is  of  considerably   less
        importance.
 
   Protest File, Vol. 0, Exhibit 3.0.
 
   The Committee Evaluation Procedures.
 
        With   respect   to   Mission   Suitability,  it   was   the
   responsibility of that committee to make findings with respect to
   each  offeror's  proposal  for  each  evaluation   subfactor  and
   element.  Protest File,  Vol. 19, Exhibit 15.  The  findings were
   referred to as "strengths" or "weaknesses" and were characterized
   as  "major" or "minor."   Id.   The source evaluation  plan (SEP)
   contained NASA's standard rating and numerical scoring system for
   subfactors  and elements, with five adjective ratings from "poor"
   to "excellent," and corresponding  descriptions and point  scores
   (where  appropriate) from 1  to 100.  Id.   Under this evaluation
   scheme,  an  offeror  proposing  what  NASA  would  expect  of  a
   competent contractor would receive an adjective rating of "good."
   Transcript  561-62.   The SEP  also  included an  individual work
   sheet (Form 2) which provided  a vehicle for committee members to
   record their individual findings.  Protest File, Vol. 19, Exhibit
   15.   After each member  had completed his review  of a proposal,
   the committee met to  discuss it and to arrive at  a consensus on
   the  strengths and  weaknesses (whether  major or minor)  of each
   offeror's proposal.  Id.   The consensus was then recorded on the
   committee worksheet and committee findings forms (Forms 3 and 4).
   These forms,  along with the  committee summary report  (Form 5),
   were  then presented  to the  SEB  for its  consideration.   Id.;
   Transcript  at  258-60.   The  SEB  thereafter  reached  its  own
   consensus,  first as  to  strengths and  weaknesses,  then as  to
   adjectival ratings, and finally as  to a score for each offeror's
   proposal, under  each subfactor  and element,  where such  scores
   were required.  Protest File,  Vol. 19, Exhibit 15; Transcript at
   566-67.  These findings were recorded on Form 6 of the SEP.  Id.
 
 
        The  committee  dealing  with  the  heading  "Cost" operated
   somewhat   differently.    It   did  not  assign   strengths  and
   weaknesses.  Its  principal function was to  determine a probable
   cost  for each offeror's  proposal by performing  a probable cost
   analysis.   Protest  File,  Vol. 19,  Exhibit 15.    It was  also
   responsible to  see that all  cost elements contained in  the RFP
   were  covered  in  the  various  proposals,  and  to  assess  the
   reasonableness thereof.  The  committee was also to  identify any
   real cost differences among the proposals.  Id.
 
        The committee dealing with the  heading "Relevant Experience
   and  Past Performance" primarily looked into the past performance
   and experience  of  key contractor  personnel,  particularly  the
   proffered program  managers, by checking the  references supplied
   by the various offerors.   The results were considered under both
   this  heading and  the heading  "Mission  Suitability."   Protest
   File, Vol. 19, Exhibit 15.
 
        Appendix B of the SEP  provided general guidance to both the
   committee  members and the SEB  members in evaluating the various
   factors, but necessarily  left a great deal to  the discretion of
   the evaluators.  Protest File, Vol. 19, Exhibit 15; Transcript at
   667-68, 681-83.
 
   The Initial Proposals.
 
        Eight offerors submitted  proposals in response to  the RFP.
   See,  e.g.,  Protest File,  Vol.  17, Exhibit  11.   Each  of the
   non-incumbents, to one  degree or another,  proposed to retain  a
   majority of the  incumbent work force in  their current positions
   and to  pay their  current salaries.   None of  the non-incumbent
   offerors  was able to  estimate accurately the  incumbent's rates
   which they were promising to match.  Six offerors' estimates were
   low, including the  estimates of AlliedSignal and           ; one
   was high.  Transcript at 420-21, 454.
 
        After evaluation of initial  proposals, NASA eliminated four
   offers from the competitive range, leaving the following offerors
   ranked in descending order of their Mission Suitability scores: 
 
   OFFEROR           MISSION          COST     (M$)     COST     (M$)
                     SUITABILITY      PROPOSED          PROBABLE
                     SCORE
 
                                      
 
   AlliedSignal                       
 
   LESC                               
 
                                                        
   Protest File, Vol. 15.
 
 
        NASA sent written  questions to all four  remaining offerors
   seeking  clarification  and  substantiation  of their  proposals.
   Pursuant to NASA FAR Supp. 18-70.303, App. I, NASA did not advise
   offerors of weaknesses in their proposals:
 
        Where the meaning of a  proposal is clear and the Board
        has sufficient  information to assess its  validity and
        the proposal contains a weakness that is inherent in an
        offeror's   management,   engineering   or   scientific
        judgment  . . . the contracting officer shall not point
        out the weakness.
 
   Protest File,  LESC  Supplement, Vol.  3, Exhibit  215; see  also
   Transcript at 558-60.
 
        The  offerors remaining  in the  competitive range  provided
   written   responses  to  the   questions  given  them   and  then
   participated in  oral discussions  with NASA,  during which  they
   were given  an  opportunity to  amplify  their responses  to  the
   evaluators.  See, Protest File, Vols. 5 (AlliedSignal Written and
   Orals),  9 (           Written and  Orals); 14 (LESC  Written and
   Orals).  Subsequently, each of the four  offerors submitted BAFOs
   which incorporated their written responses.
 
        Lockheed's initial proposal  contained several elements that
   were controversial  in the  sense that  they negatively  affected
   rankings:
 
        The first was  its proposal to increase the regular workweek
   of its  salaried (professional)  employees from 40  to      hours
   without any  increase in pay,  Protest File, Vol. 10,  at 181-82,
   and to work an additional      percent of their time as voluntary
   uncompensated overtime, id., Vol. 11, at 2.
 
        The second was a proposal to                                
                                                                    
           .  Protest  File, Vol. 16, at  6-26; see also  Id., Vols.
   10, at 189-91, 12, at 189-91.
 
        The third arose out of its solution to a problem (No. 4) set
   out in the RFP,  to which each  offeror was required to  respond,
   and which read as follows:  
 
        During  the past few  weeks, numerous personnel  in the
        200 area [one  of the areas of the  White Sands Missile
        Range] have complained of headaches, skin problems, and
        fatigue.    The  labor  union  has  recently  lodged  a
        complaint.  This information is now public and the news
        media has reacted in an unfavorable manner.  
   Protest File, Vol.  0, Exhibit 3.0.  Lockheed's  solution to this
   problem was not  well received by NASA.   Id., Vol. 16,  at 6-13,
   14; Transcript at 595-98.
 
 
        The fourth grew out of its proposal to                      
                                                                    
                                .  Protest File, Vol. 16, at 6-24.
 
        The  fifth  resulted  from  Lockheed's  omission   from  its
   response to  the RFP of a plan to  control the performance of its
   subcontractor.  Protest  File, Vol.  16, at  6-16; Transcript  at
   608.
 
        With  respect to AlliedSignal's initial response to the RFP,
   several matters were controversial:
 
        First was its proposal to retain    percent of the incumbent
   work force coupled  with its proposed "skill  mix" of     percent
   senior employees,    percent mid-level employees, and     percent
   junior employees.  Protest  File, Vol. 1, at 1.1-3, 1.6-1.   This
   was referred to as the                         Transcript at 852.
   When contrasted with the incumbent's work force, which contained 
        
 
 
                                              See id. at 853.  Thus,
   protester  felt that AlliedSignal's proposed          pattern was
   at odds with its proposed incumbent employee retention rates.
 
        The second was  the relatively low levels  of AlliedSignal's
   proposed  salary  and  wage structure,  coupled  with  its stated
   intention  not to reduce incumbent's  wages or salaries.  Protest
   File, Vol. 2, at 5-1.
 
   Best and Final Offers (BAFOS).
        
        Following  oral  discussions,  the  four  offerors   in  the
   competitive range were invited to submit BAFOS. 
 
        AlliedSignal  reduced   its  incumbent   employee  retention
   percentage  from its earlier      percent to     percent, Protest
   File, Vol. 5, at 3, apparently in response to the                
   problem.   The     percent figure for retained employees included
   retaining      percent of the  more important and  highly skilled
   employees.  Id.  AlliedSignal  also added a new proposal offering
   productivity gains to  be based on process  efficiencies allowing
   more work in  less time, and cost savings  on material purchases.
   Id., Vol. 4, at 5-7  to -10.  The proposed savings were stated to
   be $   million over the life of the contract.  Id. at 4-1, n.(D).
   AlliedSignal  also changed  its labor  rates  from its  corporate
   rates (ATSC rates)  to the somewhat lower rates  (STSOC rates) it
   used under another contract with NASA.  Id., Vol. 4, at 4-3, 5-1,
   5-9; Transcript at 810-12.
 
        Lockheed's BAFO  showed no  significant changes.   It  again
   proposed  the          hour  week,  without  overtime   pay,  for
   professionals,  but it reduced the amount of additional voluntary
   overtime proposed from                              Protest File,
   Vol. 13, at  28. Mostly as a  result of this change  it increased
   its costs by approximately             , to               .  Id.,
   Vol. 13, at 2c, 28; Id., Vol. 16, at 12-11 & n.(1). 
 
   Subsequent Events.
 
        The proposals  of AlliedSignal and  Lockheed, among  others,
   were  considered by  the SEB,  together with  the reports  of the
   various  committees.  The initial scores under the factor Mission
   Suitability are set out in table form below:
 
   UNDERSTANDING REQUIREMENTS               
   AVAIL. PTS
 
   Understanding of Overall Task                 
 
   Problem Solving                                
 
   Organization Plan                        
 
        Total                                          
 
   KEY PERSONNEL
 
   Project Manager                                 
 
   Other Key Personnel                           
 
        Total                                          
 
   STAFFING AND BUSINESS APPROACH
 
   Recruiting and Staffing Plan                      
 
   Total Compensation Plan                               
 
   Soc. & Econ. Disad. Bus. Plan                      
 
        Total                                           
                                        _
 
        GRAND TOTAL                            
 
   Protest File, Vol. 16, at 3-3.
 
        The  final strengths  and  weaknesses  based  on  the  above
   scoring, with adjustments as set out hereafter, were as follows:
                             
        Management Approach and Understanding of Overall Task:  
 
        AlliedSignal received 11 major  strengths, and 1  major
        weakness, Protest File, Vol. 16, at 14-1; 
 
        Lockheed  received  12  major  strengths,  and  4 major
        weaknesses.  Protest File, Vol. 16, at 15-1.
 
        Problem Solving:
 
        AlliedSignal received  7  major strengths  and 3  major
        weaknesses, Protest File, Vol. 16, at 14-2; 
 
        Lockheed  received  8  major   strengths  and  8  major
        weaknesses.  Protest File, Vol. 16, at 15-2.
 
        Organization Plan:
 
        AlliedSignal  received 1  major strength  and no  major
        weaknesses, Protest File, Vol. 16, at 14-3;
 
        Lockheed  received  1   major  strength  and   2  major
        weaknesses.  Protest File, Vol. 16, at 15-2.
 
        Suitability of Program Manager:
 
        AlliedSignal  received 1  major  strength and  no major
        weaknesses.  Protest File, Vol. 16, at 14-4;
 
        Lockheed  received  1   major  strength  and  2   major
        weaknesses.  Protest File, Vol. 16, at 15-4.
 
        Suitability of Other Key Personnel:
 
        AlliedSignal  received 4  major strengths  and 3  major
        weaknesses, Protest File, Vol. 16, at 14-4;
 
        Lockheed  received   4  major  strengths  and  1  major
        weakness.  Protest File, Vol. 16, at 15-4.
 
        Recruiting and Staffing Plan:
 
        AlliedSignal received  1 major  strength  and no  major
        weaknesses.  Protest File, Vol. 16, at 14-6;
 
        Lockheed   received  1  major   strength  and  2  major
        weaknesses.  Protest File, Vol. 16, at 15-5.
 
        Total Compensation Plan:
 
        AlliedSignal received no  major strengths and no  major
        weaknesses.  Protest File, Vol. 16, at 14-7;
 
        Lockheed  received  no  major  strengths  and  2  major
        weaknesses.  Protest File, Vol. 16, at 15-6.
 
        Disadvantaged Business Plan:
 
        AlliedSignal received  no major  strengths and  1 major
        weakness.  Protest File, Vol. 16, at 14-8;
 
        Lockheed   received  l  major  strength  and  no  major
        weaknesses.  Protest File, Vol. 16, at 15-7.
    
        Following discussions  and BAFOs,  AlliedSignal's score  for
   Total Compensation was downgraded to    and its rating dropped to
           Protest  File,  Vol. 16  at  14-7.    Its score  for  its
   Disadvantaged Business  plan increased  from      to   , but  its
   rating  remained             Id. at  14-8.  Similarly, Lockheed's
   score for  its Organization  Plan under  the Mission  Suitability
   factor was reduced from     to   , and its rating from           
   to                Id. at  15-2.   This  resulted from  Lockheed's
   elimination  of  a  number  of  salaried  skill  positions  (made
   necessary by its new    hour work week) with no explanation as to
   how these lost skills would be replaced.  Id. at 15-3.   Lockheed
   was assigned  an additional  major weakness  for this  situation.
   Id.  Lockheed had no other significant changes.   Thus, after the
   above  adjustments, Lockheed's  total  under Mission  Suitability
   decreased     points to    , and AlliedSignal's total decreased a
   net   points to    .
 
        Under the major factor Cost, AlliedSignal's proposed cost of
               was  increased by  the SEB to                     and
   Lockheed's proposed cost of                was also  increased by
   the SEB to                 .  These  increases resulted from  the
   SEB's probable cost analysis and  were the costs considered by it
   in awarding the contract.  Protest File, Vol. 17, at 92.
 
        With respect  to the  major factor  Relevant Experience  and
   Past  Performance, AlliedSignal was  rated                    and
   assigned  two major  strengths and one  major weakness.   Protest
   File, Vol.  16, at 14-8.   Lockheed  also attained a  "very good"
   rating,  and  was assigned  two  major  strengths and  one  major
   weakness.  Id.,  Vol. 16, at  15-7.  The  final ratings for  this
   factor of both  AlliedSignal and Lockheed following  BAFOs showed
   no change.
 
        With   respect   to   the   major  factor   entitled   Other
   Considerations, AlliedSignal's general rating was             for
   its phase-in plan, and                  for such matters as labor
   relations,   purchasing   system,   EEO   compliance,   financial
   condition,  small business plan, and its quality and productivity
   improvement plan, all of which were included (among others) under
   that heading.  Protest File, Vol.  16, at 5-23, -24.  There  were
   no changes  following BAFOs.   Id. at  14-8.   Lockheed's ratings
   were similar.  It  received a rating of                   for all
   elements except  its Disadvantaged  Business subcontracting  plan
   which was rated                         Id. at 6-29, -30.   These
   ratings did not change following BAFOs.  Id. at 15-7.
 
        Following  its  evaluations  of the  four  proposals  in the
   competitive  range,  the SEB  put  its findings  in  a voluminous
   report, Protest  File, Vol.  17, and presented  it to  the source
   selection  official (SSO),  in this  case, Mr.  Paul Weitz.   Mr.
   Weitz,  in  conjunction with  his  advisors,  and  based  on  the
   documents before him,  ranked the proposals in  descending order,
   as follows:               ,           ,          ,          , and
   awarded the contract to AlliedSignal.  Id., Vol. 0.
 
                               Discussion
        
        Lockheed  attacks the procurement on the general ground that
   its own proposal was improperly evaluated, resulting in too low a
   score, while  at the  same time  complaining that  AlliedSignal's
   proposal was also  improperly evaluated, resulting in  too high a
   score.   In doing so,  Lockheed fails to distinguish  between low
   evaluation  results that  are based on  the facts  presented, are
   consonant  with the RFP  requirements, in accord  with applicable
   regulations,  and consistent with the evaluation results of other
   offerors, from those which result from a  failure to abide by one
   or more of the foregoing.  The latter are redressable, the former
   are not.
 
        Procurement  law   vests  considerable  discretion   in  the
   judgment of technical evaluators.  Computer Sciences Corp., GSBCA
   11497-P,  92-1 BCA    24,703, at  123,297, 1992  BPD   6,  at 32.
   Their evaluations will be upheld unless the protester proves that
   the evaluation results  were "clearly erroneous" or  "an abuse of
   discretion."    Corporate  Jets, Inc.,  GSBCA  11049-P,  91-2 BCA
     23,998, at 120,118,  1991 BPD   111, at 17;   American Computer
   Educators,  Inc., GSBCA 10539-P,  90-2 BCA   22,919,  at 115,075,
   1990 BPD   110,  at 9;  Advanced Technology,  Inc., GSBCA 8878-P,
   87-2 BCA   19,817, at 100,272, 1987 BPD   16, at 33.
 
        Mere disagreement with  a particular evaluator's  assessment
   of its proposal is insufficient to prove the evaluation score was
   flawed.  The protester must show an "abuse of discretion" through
   evidence  showing  a  "gross disparity  or  unfairness."   Health
   Systems  Technology Corp., GSBCA  10920-P, 91-2 BCA    23,692, at
   118,643, 1991  BPD   20,  at 13-14. Lockheed  has failed  to make
   such a showing.   Even where the protester  can demonstrate flaws
   in a technical evaluation, the  protester must also show that had
   the flaws  not  occurred, the  evaluation would  have produced  a
   different result.   For  example, if the  upward adjustment  of a
   protester's  technical scores,  lowered  by  an evaluation  flaw,
   would  not result  in  a  different award,  the  protest will  be
   denied.   Corporate  Jets, Inc.,  91-2 BCA  at 120,119,  1991 BPD
     111, at  19-20; International  Business  Machines Corp.,  GSBCA
   8948-P,  87-2 BCA    19,941, at  100,922, 1987  BPD   107,  at 11
   (citation omitted); Arthur Andersen & Co., GSBCA 8870-P, 87-2 BCA
     19,922, at  100,815, 1987  BPD   94, at  18.  According  to the
   evidence, Lockheed  was ranked               in this procurement.
   Both           and               were           on both technical
   worth and cost.
 
        The contract at issue was of a type known as cost plus award
   fee.  The  contract value was approximately $200  million.  About
   $51 million (or  about 25 percent) of the costs are fixed.  These
   costs were  given to all offerors by NASA  and appear in the same
   amounts in all offers.  The remaining costs are almost  all wages
   and salaries.  Thus any  differences in offers among the offerors
   will almost certainly be reflected in differences in the proposed
   wage and  salary schedules of the  offerors.  The task  of making
   the lowest cost offer was complicated  by this fact.  All of  the
   offerors knew that in order to maintain continuity and acceptable
   skill levels amongst the work force  (and receive credit therefor
   on their  offers) it would  be necessary to retain  a substantial
   part  of the incumbent work force.   None of the offerors, except
   Lockheed as
   the  incumbent contractor,  knew the  wage and  salary levels  of
   incumbent employees.  Most knew that many were longtime employees
   and could  be expected to  be at the upper  end of their  wage or
   salary brackets.   The offeror's task is doubly difficult because
   the RFP  specifies the number  of labor  hours and the  number of
   professional  hours  (give  or  take  20 percent)  that  must  be
   supplied in  each of  a large number  of trades  and professional
   specialties.  The RFP also  requires that the key people, whether
   they are  managers,  artisans, or  specialized professionals,  be
   qualified and experienced.
 
        Lockheed, as the long time incumbent contractor, was in  the
   best position to  know what the wage  and salary costs were.   It
   knew 
                                                                On
   the other  hand, Lockheed  apparently felt that  the only  way to
   retain the contract was to show NASA  some method of reducing the
   payroll.   It chose to  offer a                hour  workweek (as
   opposed to  its usual  40 hours)  for its  professional employees
   with no increase in pay, and it chose to retain    percent of its
   existing  work  force.    Lockheed  also  initially  proposed  an
   additional  3.8 percent  voluntary overtime.    Unfortunately for
   Lockheed, the evaluators were concerned that the longer work week
   for  professional employees,  plus  the        percent  voluntary
   overtime  would make  it  difficult for  Lockheed  to retain  the
   professional people it had, and also difficult to replace them if
   they left.  They were also afraid that productivity might suffer.
   There was  the further  problem that the  RFP required  a certain
   number of productive hours for the various  specialties but since
   all professionals would now be working    percent more hours, the
   present professional  work force would  be too large.   When NASA
   asked  Lockheed what positions would be cut  in order to make the
   productive hours come out right, Lockheed's answer indicated that
   it would lay off               salaried employees including      
   mechanical  engineers,          electrical engineers,  a chemical
   engineer, and     chemists.  The drop in skill levels represented
   by these proposed layoffs was unacceptable to NASA.
 
        As a result of  Lockheed's proposal for a    -hour workweek,
   it  received  a  major  weakness  on the  ground  that  it  would
   adversely affect  the recruiting  and retention  of high  quality
   personnel, reduce employee morale and tend  to reduce the quality
   of the services provided.  
 
       Lockheed now  complains that  the RFP  allowed it to  propose
   what  it calls mandatory overtime, but did not warn that any such
   proposal might not be well received.  This is a curious position,
   because  the only  reason the  RFP had  a clause  on overtime  is
   because of a question posed by Lockheed before the RFP was issued
   as to whether or not an offeror could propose mandatory overtime.
   Lockheed chose to do so.  Lockheed must have known that, like any
   other proposal, this one could  be down scored.  NASA's concerns,
   as outlined above,  and reasons for assigning a  weakness to this
   aspect  of  Lockheed's proposal,  were thoroughly  considered and
   well-thought   out.    Its   action  was  reasonable   under  the
   circumstances and well within its discretionary authority. 
 
 
        Lockheed also  received a major weakness for its proposal to
   retain    percent of  its incumbent employees.  The effect is  to
   guarantee that on the first day of  the new contract it will have
   a                       staff in  place, trained, experienced and
   ready  to  go;  however,  it  also guarantees  that  it  will  be
   virtually   impossible  to  use   the  changeover  to   weed  out
   substandard employees.  In  this case, as in others, the same set
   of  circumstances produces both strengths and weaknesses.  NASA's
   actions in assigning both a  strength and a weakness with respect
   thereto, were  reasonable,  and  well  within  its  discretionary
   authority.
       
        AlliedSignal's  approach to the same problem,  how to show a
   possibility  of lower  payrolls  where  the  parameters  were  so
   stringent, produced what it called the            pattern for its
   salary plan.   It proposed a mix  of    percent  senior people,  
   percent mid-level people, and    percent junior people.   It also
   proposed  to  retain       percent  of the  incumbent  employees,
   including      percent of  the most  important and  most skilled.
   AlliedSignal explained that it intended to replace as many highly
   paid  (senior) employees as  possible by promoting  younger (less
   highly paid)  employees.   The effect is  to gradually  shift the
   employee population as a whole to  the lower ends of the  several
   wage and salary brackets, and thus  lower the total payroll.  The
   danger  is  that the  overall quality  of the  work force  may be
   lowered.  Lockheed  did  not  believe  that  both  of  these  two
   parameters, the    percent replacement and the            percent
   mix, could  be met  with a  single work force,  and therefore  it
   labelled the proposals inconsistent, and, as such, a violation of
   procurement law,  but does not cite  us to any authority  for the
   proposition.   It  may be  that  there are  a number  of  working
   populations  that do  not meet  both requirements,  but it  is at
   least equally as likely that  there may be a number that do.   In
   such   a  situation,  the  two  parameters  are  not  necessarily
   inconsistent,  and   an  employee-mix   that  meets   them  both,
   attainable  over  time,  is  entirely  possible.    Whether  this
   situation  is acceptable under this RFP  is not for this Board to
   decide.  It is a judgment within the province of the SSO, who has
   decided that it  is, and in  doing so has  acted well within  his
   discretionary authority,  which will  not be  challenged by  this
   Board.
 
 
        Lockheed's  next major complaint  is with NASA's  grading of
   its  proposed project manager  who is also  the incumbent project
   manager.  Lockheed points out that, although his formal education
   ended with high  school, he has  at one  time or another  headed,
   with excellent  results, most of  the major offices of  WSTF.  He
   has also had excellent ratings as project manager since 1991, and
   until  a recent degradation of his  performance, according to his
   references, in  the fall  of 1992.   Lockheed received  two major
   weaknesses because  of its  project manager's  lack of a  college
   degree  (and thus  a  lack of  technical  understanding) and  his
   recent degradation of  performance.  However, the  decisions made
   by NASA with respect to  Lockheed's project manager are NASA's to
   make.  There  is no question that  he lacks a college  degree and
   will be  required to work  in highly  technical areas.   There is
   also no question that there has been  a recent degradation in his
   managerial performance, just as there is no question that, in the
   past, his  performance has  been excellent.   No irregularity  in
   NASA's  procedures with respect  to the project  manager's rating
   has  been  shown  or even  suggested.    It may  be  that another
   evaluation  board  might  have  a different  view,  but  all such
   decisions are  matters of  judgment,  and will  not be  disturbed
   unless clearly arbitrary.   
 
        Lockheed  complains of the five major weaknesses it received
   for its response to  Problem No. 4, the text of  which is set out
   above.   These  weaknesses  were  based  upon  NASA's  collective
   judgment of what a proper response should consider.  The basis of
   each assigned  weakness was  clearly set  out, together  with the
   rationale  for awarding  it in  each case.    No evidence  of any
   procedural improprieties was produced, nor was there any evidence
   of  unfair  or  unequal treatment  amongst  the  offerors.   Many
   received   multiple  weaknesses  for   their  responses  to  this
   scenario.   We find nothing  improper in the assignment  of these
   weaknesses.
 
        Lockheed's  chief   complaint  about   NASA's  handling   of
   AlliedSignal's proposal is  that the wages and  salaries proposed
   are too low to recruit  and retain qualified personnel.  Lockheed
   also says that, if NASA had evaluated the pay proposal, it  would
   not have awarded AlliedSignal  the contract.  This contention  is
   somewhat ironic because  NASA said some of the  same things about
   Lockheed's proposed 44  hour workweek.   The evidence shows  that
   NASA was concerned enough to look closely at  AlliedSignal's wage
   structure for the    percent  of the incumbent work force it  did
   not propose to  keep.  These were primarily non-exempt positions.
   Some  were unionized  and  were  under  a  collective  bargaining
   agreement.  The balance were under Department of Labor (DOL) wage
   determinations.  AlliedSignal had priced the union workers at    
        above the  minimum union rate  for each labor  category, and
   the non-union workers at the  minimum rates under the appropriate
   DOL wage determination category.  NASA's price-cost analyst,     
       ,  analyzed   AlliedSignal's   rates   and   concluded   that
   AlliedSignal would  have no  trouble acquiring  employees at  the
   proposed rates but that their skill levels would be of  the entry
   level variety.  Transcript at 717.              felt that the SEB
   was the best judge of what skill levels were required by the RFP.
   Id. at 718.   His recommendation to the SEB was  that, if the SEB
   decided that higher skill levels were required, the 30 percent be
   priced at  AlliedSignal's proposed composite rates.              
   recommendation went to the  SEB and to  the Cost Committee.   The
   SEB  considered the  recommendation and  decided  that the  skill
   levels associated with the rates proposed for the 30 percent were
   appropriate.   The  SEB  was  assisted in  this  decision by  the
   evidence  from  AlliedSignal  that  its  advertisements  for  new
   employees  had elicited some  l,600 responses, of  which some 900
   had been  from  the  local area.    The SEB  concluded  that  the
   proposed  wage rates  would produce  the  skill levels  required.
   Whether that determination was correct or not, it was made within
   the parameters of the RFP, and is  not inconsistent with the NASA
   procurement regulations or the NASA procurement handbook.  It was
   a  judgment  call made  by  NASA  employees  who were  completely
   familiar with the skill levels  necessary to the work of  the RFP
   and was well within their discretionary authority.
 
 
        Lockheed's final complaint is that NASA awarded the contract
   to AlliedSignal at  more than its  BAFO cost figure.   The  cover
   letter that accompanied the RFP contained the following:
 
        Offerors are reminded of the overall importance of cost
        both during the proposal effort and throughout the life
        of  the contract.  The  Government will not negotiate a
        contract  higher  than  the offeror's  Best  and  Final
        Offer.  
   Protest  File, Vol. 0, Exhibit 3.0.   Lockheed says that NASA did
   what the letter proscribes.  We examine the evidence.
 
        The  contract  at issue  was  basically a  contract  for the
   acquisition  of services.  Of the  approximate $200 million value
   of  the  contract  almost  $150  million  represented  wages  and
   salaries.    All  offerors  knew  from the  RFP  that  a  stable,
   experienced labor force  was required, and all  offerors proposed
   to retain  a large proportion  of the incumbent workforce  at its
   current rates.  This fact put all of the offerors except Lockheed
   at   a  disadvantage,  because  only  Lockheed  (and  NASA)  knew
   precisely what Lockheed's incumbent employees were paid: Lockheed
   from its payrolls  and NASA from its reimbursement  accounts.  In
   order to fairly compare the numbers, NASA, knowing  the incumbent
   rates,  adjusted each offeror's BAFO by an amount which reflected
   the  amount  by which  the  offeror's  rates  differed  from  the
   incumbent rates.
 
        Thus,  AlliedSignal's  BAFO  cost  number  was  actually the
   stated number  plus whatever additional  amount it would  have to
   pay  to match  the current  incumbent rates.   In  AlliedSignal's
   case,  it had stated  that it would retain       of the incumbent
   work force,  and of that       it would  retain      of  the most
   important and most highly skilled employees.
 
 
        NASA termed  these adjusted  figures "probable  cost."   The
   probable   cost   figures  allowed   NASA  to   make  intelligent
   comparisons amongst the offerors.
    
        With  the  foregoing  in  mind, NASA  did  not  negotiate  a
   contract  at a figure  higher than the  BAFO.  The  stated figure
   plus  the adjustment  figure matched  the contract  price.   As a
   matter of  record, due to  the cancellation of the  proposed NASA
   space station  (one  of  the options  under  this  contract)  and
   Congressional budget cuts that necessitated closing a part of the
   White Sands facility, the final figure was less than the adjusted
   BAFO  figure.  The procedure would have been exactly the same had
   any other offeror, including Lockheed, been awarded the contract.
 
 
        Lockheed has not  established that any of  NASA's evaluators
   committed arbitrary or irrational acts with respect to its offer.
   Neither has  the protester  demonstrated that  the violations  it
   alleges were  in fact prejudicial  or even significant.   We have
   recognized that  while "[a]ny good  lawyer can pick lint  off any
   Government procurement," we "will not set aside an award, even if
   violations of  law are found,  unless those violations  have some
   significance."    Andersen Consulting,  GSBCA  10833-P,  91-1 BCA
     23,474, at 117,759, 1990 BPD   396, at 22.
 
        The foregoing  are Lockheed's major complaints  with respect
   to the  procurement before  us; it also  had several  minor ones.
   Some  of  the members  of  the  SEB,  while acting  as  heads  of
   committees, did not fill out  one of the forms prescribed  by the
   NASA  Handbook (although  they did  reduce  their impressions  to
   writing on  informal notes) under  the impression that  they were
   not required to do so.  There is no evidence that  this omission,
   if it was one, affected  either their work or the recommendations
   of their  respective committees.   We regard this as  de minimis.
   Protester points out that AlliedSignal's proposed large number of
   subcontractors           will  make their control  difficult, but
   produces no  evidence on the  point.  Lockheed complains  that it
   has received no credit for  its prior nineteen years of excellent
   service; however,  we find  no provision in  the RFP  under which
   such  a  credit  might  fit.   We  have  examined  the  remaining
   complaints of Lockheed with respect  to this procurement and find
   them to  be unsupported by the  evidence and without merit.   For
   the reasons stated, I would deny the protest.
 
 
 
                                      ______________________________
                                      DONALD W. DEVINE
                                      Board Judge