MAG DS Corporation d/b/a MAG Aerospace

Decision

DOCUMENT FOR PUBLIC RELEASE

The decision issued on the date below was subject to a GAO Protective Order. This redacted version has been approved for public release.

Matter of: MAG DS Corporation d/b/a MAG Aerospace

File: B-423396.3; B-423396.4; B-423396.5; B-423396.6; B-423396.7

Date: February 2, 2026

Aron C. Beezley, Esq., Patrick R. Quigley, Esq., and Gabrielle A. Sprio, Esq., Bradley Arant Boult Cummings LLP, for the protester.
Amy C. Hoang, Esq., Erica L. Bakies, Esq., and Sarah E. Barney, Esq., Seyfarth Shaw LLP, for ManTech Advanced Systems International, Inc., the intervenor.
Jacquelyn Weih, Esq., Jonathan A. Hardage, Esq., and Hannah Schaeffer, Esq. Department of the Army, for the agency.
Heather Self, Esq., and Peter H. Tran, Esq., Office of the General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1. Protest that awardee had disqualifying organizational conflicts of interest and that agency's waiver of the alleged conflicts was insufficient is denied where the waiver was consistent with the requirements of the Federal Acquisition Regulation.

2. Protest arguing agency failed to assess strengths in protester's proposal is denied where the record reflects the evaluation was reasonable and consistent with the solicitation.

3. Protest that awardee's costs should have been evaluated as unrealistically low is denied where the record shows the agency's evaluation was reasonable and in accordance with the solicitation.

4. Protest challenging the agency's affirmative responsibility determination is denied where protester has not demonstrated the contracting officer ignored information expected to have a strong bearing on whether the awardee should be found responsible.

DECISION

MAG DS Corporation d/b/a MAG Aerospace (MAG), of Tinton Falls, New Jersey, protests the issuance of a task order to ManTech Advanced Systems International, Inc. (ManTech), of Herndon, Virginia, under task order request for proposals (RFP) No. RS3-23-0029, issued by the Department of the Army for product technical support services. The protester contends ManTech has multiple organizational conflicts of interests (OCI), challenges numerous aspects of the evaluation of proposals and resulting best-value tradeoff, and takes issue with the agency's affirmative determination of responsibility for ManTech.

We deny the protest.

BACKGROUND

On May 13, 2024, using the procedures of Federal Acquisition Regulation (FAR) subpart 16.5, the agency issued the solicitation to holders of the Army's Responsive Strategic Sourcing for Services multiple-award indefinite-delivery, indefinite‑quantity (IDIQ) contracts. Combined Contracting Officer's Statement and Memorandum of Law (COS/MOL) at 1, 5; Agency Report (AR), Tab 13, RFP at 1.[1] The solicitation--titled Product Technical Support Services--sought proposals for the provision of “product technical support services for systems and equipment being produced, fielded, modified or supported by” the Army's tactical network, which “is a communications network” providing “voice, data and video capabilities for use in a tactical environment.” COS/MOL at 5; AR, Tab 13a, RFP attach. 1, Performance Work Statement (PWS) at 5.

The solicitation contemplated issuance of a single cost-plus-fixed-fee task order with a 1‑year base period (including a 30-day transition-in period) and four 1-year option periods.[2] RFP at 1, 17. The solicitation established award would be made on a best‑value tradeoff basis, considering the following tradeoff factors: (1) transition-in plan; (2) technical;[3] (3) cost/price; and (4) past performance. Id. at 17. The non‑cost/price factors were of equal importance to each other, and when combined were significantly more important than cost/price. Id.

The transition and technical factors would be rated as meets, exceeds, or does not meet requirement, while the past performance factor would be assigned a confidence rating ranging from no confidence to substantial confidence.[4] RFP at 19-21, 23-24. In addition to the tradeoff factors, the solicitation provided for evaluation of offerors' small business participation plans, system for award management (SAM) reports, and OCI declaration/mitigation plan volumes on an acceptable/unacceptable basis. Id. at 24-25. The agency would evaluate offerors' cost/price volumes “to ensure that all proposed costs are fair, realistic, and reasonable.” Id. at 19.

The agency received four proposals prior to the solicitation's closing on June 17, 2024, including those submitted by MAG, the protester and incumbent contractor, and ManTech, the awardee. AR, Tab 41, Source Selection Decision (SSD) at 2. The evaluators found one of the four offeror's proposals ineligible for award, resulting in a tradeoff among the proposals submitted by MAG, ManTech, and a third offeror. Id. at 31. The source selection authority (SSA) concluded there were no meaningful differences between the three offerors' proposals under the transition, technical, or past performance factors, and that neither MAG's proposal, nor the proposal of the third eligible offeror, “provide[d] any additional value to the Government that would justify paying a higher price.” Id. The SSA determined ManTech's proposal, which had “the lowest Total Evaluated Price and received the same ratings--with no meaningful differences--as MAG Aero and [a third offeror]” offered the best value to the government. Id.

The agency issued a task order to ManTech on February 26, 2025. AR, Tab 41, SSD at 31. In March, MAG filed a protest with our Office challenging the evaluation of proposals and resulting best-value tradeoff as well as raising the same OCI allegations at issue in the present protest. Id. In response to MAG's March protest, the agency notified our Office of its intent to take corrective action by conducting an OCI investigation, partially reevaluating proposals, and making a new source selection decision. Id. at 32. As a result, we dismissed the protest as academic. MAG DS Corp. d/b/a MAG Aerospace, B-423396, B-423396.2, Mar. 31, 2025 (unpublished decision).

As part of the agency's corrective action implementation, the contracting officer conducted an OCI investigation and concluded there were no actual or potential conflicts on the part of ManTech. AR, Tab 40, OCI Investigation Report at 24. The Army also reevaluated proposals under the transition and technical factors. AR, Tab 41, SSD at 32. The agency did not reevaluate the cost/price, past performance, small business participation plan, SAM report, or OCI declaration/mitigation plan volumes of offerors' proposals. Id.

The final evaluations for the protester's and awardee's proposals were as follows:

	MAG	ManTech
Transition	Meets Requirement	Meets Requirement
Technical	Meets Requirement	Meets Requirement
Past Performance	Substantial Confidence	Substantial Confidence
Small Business Participation Plan	Acceptable	Acceptable
SAM Report	Acceptable	Acceptable
OCI Declaration/Mitigation Plan	Acceptable	Acceptable
Total Evaluated Price	$101,136,207	$96,540,440

AR, Tab 41, SSD at 12, 39. Based on final evaluations, the SSA selected ManTech's proposal as offering the best value. Id. at 40-41. On August 26, 2025, the agency notified MAG of the new source selection decision, and, after receiving a debriefing, MAG filed the present protest with our Office.[5] During the pendency of the current protest, the agency executed an OCI waiver. See generally AR, Tab 54, OCI Waiver.

DISCUSSION

The protester contends ManTech has multiple OCIs, and that the agency's waiver of the alleged OCIs is insufficient. The protester also challenges numerous aspects of the evaluation of proposals and resulting best-value tradeoff. Further, the protester takes issue with the agency's affirmative determination of responsibility for ManTech. While we do not address in detail every argument, or permutation thereof, raised by the protester, we have considered them all and find none provides a basis to sustain the protest.[6]

OCI Allegations

The FAR requires that contracting officials avoid, neutralize, or mitigate potential significant conflicts of interest to prevent an unfair competitive advantage or the existence of conflicting roles that might impair a contractor's objectivity. FAR 9.504(a), 9.505. The situations in which OCIs arise, as described in FAR subpart 9.5 and the decisions of our Office, can be categorized into three groups: (1) biased ground rules; (2) unequal access to information; and (3) impaired objectivity. The Mission Essential Group, LLC, B-421504.4, B-421504.5, Nov. 29, 2023, 2023 CPD ¶ 231 at 5. The FAR provides that, as an alternative to an agency's obligation to avoid, neutralize, or mitigate potential significant conflicts of interest:

The agency head or a designee may waive any general rule or procedure of this subpart by determining that its application in a particular situation would not be in the Government's interest. Any request for waiver must be in writing, shall set forth the extent of the conflict, and requires approval by the agency head or a designee. Agency heads shall not delegate waiver authority below the level of head of a contracting activity.

FAR 9.503.

As noted above, in MAG's prior protest contesting the February 2025 source selection decision, the protester alleged ManTech suffered from multiple OCIs. As part of the corrective action implemented in response to MAG's earlier protest, the agency conducted an OCI investigation, and the contracting officer concluded “there is no potential or actual OCI.” AR, Tab 40, OCI Investigation Report at 24. In the present protest, MAG renews its OCI allegations, contending ManTech has all three kinds of OCI, that the conflicts are unmitigable, and that the agency's OCI investigation was unreasonable. Protest at 35, 38, 53-57.

On November 21--after the current protest was filed--the Army Contracting Command's head of contracting activity (HCA) executed an OCI waiver, pursuant to the authority of FAR section 9.503. AR, Tab 54, OCI Waiver at 6. The waiver identifies the various OCI allegations raised by MAG's protest, as well as the contracting officer's investigation and conclusions regarding those allegations. Id. at 1-4; see also generally Tab 54a, OCI Waiver Encl. 6, Contracting Officer's Waiver Request at 3-6. Based on this information, the HCA determined that, “[n]otwithstanding the lack of any established OCIs,” waiving of the rules and procedures proscribed in FAR subpart 9.5 was in the government's best interest. AR, Tab 54, OCI Waiver at 4, 6.

In light of the agency's execution of this waiver, we dismiss as academic MAG's allegations that ManTech has multiple OCIs. See e.g., AT&T Gov't. Solutions, Inc., B‑407720, B-407720.2, Jan. 30, 2013, 2013 CPD ¶ 45 at 2-3 (dismissing as academic OCI allegations where during pendency of protest agency executed an OCI waiver); ARES Tech. Servs. Corp., B-415081.2, B-415081.3, May 8, 2018, 2018 CPD ¶ 153 at 4 (same).

In a supplemental protest, MAG challenges the sufficiency of the agency's OCI waiver. Comments & 3rd Supp. Protest at 23. Specifically, the protester contends neither the OCI waiver, nor the contracting officer's request for a waiver, set forth the extent of the conflict, as required by the FAR, making the waiver materially defective. Id. at 25. The protester asserts that “[n]owhere does the Agency ‘set forth the extent of the conflict' because, in the Agency's view, there is no conflict”; “[w]hat the Agency does, instead, is set forth MAG's protest allegations.” Id. at 26 (internal citations and emphasis omitted). Thus, the protester characterizes the agency's OCI waiver as seeking to waive, not a conflict, but MAG's protest allegations, which the protester argues the agency lacks the authority to do under the FAR. Id.

While our Office will review an agency's execution of an OCI waiver, our review is limited to consideration of whether the waiver complies with the requirements of FAR section 9.503; that is, whether it is in writing, sets forth the extent of the conflict, and is approved by the appropriate individual within the agency. The Mission Essential Group, LLC, supra at 7; Perspecta Enter. Solutions, LLC, B-418533.2, B-418533.3, June 17, 2020, 2020 CPD ¶ 213 at 10.

Here, the record shows, the waiver: (1) is in writing; (2) is executed by the HCA for the Army Contracting Command; and (3) sets forth the extent of the conflict being waived by identifying the OCI allegations raised in MAG's protest. See generally AR, Tab 54, OCI Waiver. In requesting the waiver, the contracting officer explained the basis for the OCI investigation conclusions that ManTech does not have any unequal access to information, biased ground rules, or impaired objectivity conflicts, then stated: “Nevertheless, out of an abundance of caution, I am respectfully requesting you waive each variety of OCI allegation” in MAG's protest. AR, Tab 54a, OCI Waiver Encl. 6, Contracting Officer's Waiver Request at 5-7. As noted earlier, and in line with the contracting officer's request, the HCA executed the waiver “[n]otwithstanding the lack of any established OCIs.” AR, Tab 54, OCI Waiver at 6.

Although MAG clearly disagrees with the depth of analysis and the agency's conclusions regarding the multiple OCIs from which ManTech allegedly suffers, an agency does not need to concede that a protester's OCI allegations are correct as a condition of executing a valid waiver. The Mission Essential Group, LLC, supra at 7-8; CACI, Inc.--Fed.; General Dynamics One Source, LLC, B-413860.4 et al., Jan. 5, 2018, 2018 CPD ¶ 17 at 14 n.9. For example, in CACI, Inc.--Fed.; General Dynamics One Source, LLC, we considered a similar challenge to OCI waivers that were executed during the pendency of a protest. There, “[t]he protesters argue[d], in effect, that because the OCI waivers state[d] that the agency found no disqualifying OCIs, the waivers [could] only be reasonable if the agency's review of the merits of the underlying OCI concerns was also reasonable.” Id. at 13. We explained the record showed “regardless of the agency's assessment of the merits of the OCI allegations, [the agency concluded] it was in the best interests of the government to waive the application of the FAR OCI provisions.” Id. We found that “[b]ecause the agency's waiver of the OCIs [did] not depend on the conclusions set forth in the agency's OCI investigation,” that there was “no basis to sustain the protesters' challenges to the reasonableness of the OCI waiver.” Id. at 13‑14.

Based on the record here, we find: (1) the waiver complies with the requirement to set forth the extent of potential conflicts by discussing the OCI allegations raised in MAG's protest; (2) the waiver is not rendered unreasonable because the agency's underlying OCI investigation concluded no conflicts exist; and (3) the Army waived application of FAR subpart 9.5 with regard to all the conflicts identified by the protester, as authorized by section 9.503. Accordingly, we deny the protester's challenge to the sufficiency of the Army's OCI waiver. See e.g., The Mission Essential Group, LLC, supra at 6, 8 (denying OCI allegations where agency investigation found no current OCIs existed and agency then executed a waiver that set forth protester's allegations as the alleged conflict being waived); Perspecta Enter. Solutions, LLC, supra at 10 (finding waiver sufficient where, among other things, it “set forth the extent of the conflict by detailing Perspecta's allegations as well as the contracting officer's investigation of those assertions”); CACI, Inc.--Fed.; General Dynamics One Source, LLC, supra at 13‑14 (finding waiver sufficient where HCA stated that regardless of the contracting officer's assessment that no OCI existed, it was in the government's best interest to waive application of FAR's OCI provisions).

Additionally, the protester maintains the OCI waiver does not dispose of MAG's allegation that ManTech made material misrepresentations in its proposal regarding potential OCIs. Comments & 3rd Supp. Protest at 27. The protester argues the agency's evaluation of ManTech's proposal was unreasonable because “ManTech has an obvious and unmitigable OCI, and its assertion that it did not [in its proposal] demonstrated a material misrepresentation, rendering ManTech's proposal unacceptable.” Protest at 58.

Relevant to this argument, the solicitation required offerors to include in their proposals an “OCI Declaration/Mitigation Plan,” in which an offeror was required to “identify and address all actual or potential OCI situations with itself, Subcontractors, partners, or any other Offeror as it applies to this RFP or state that there are no known actual or potential OCIs.” AR, Tab 13, RFP at 15. The record shows ManTech submitted in its proposal an “affirmation” that: “To the best of ManTech's knowledge and belief, there are no known actual or potential OCIs relating to the award of the task order for itself, subcontractors, partners, or any other offerors as it applies to this task order request.” AR, Tab 24, ManTech Proposal--OCI Vol. at 6.

The protester insists there is “overwhelming evidence that ManTech has unmitigable OCIs--or at the very least potential OCIs,” meaning that ManTech's proposal statement declaring it had no OCIs constituted “a material misrepresentation on the part of ManTech.” Protest at 60. As an initial matter, we note the protester's insistence does not an OCI make, nor would any useful purpose be served by our analyzing the question of whether ManTech does or does not have an OCI where, as here, the agency has waived all the potential OCIs identified by the protester.

Turning to MAG's misrepresentation contention, for a misrepresentation to be material the agency must have relied on it with likely significant impact on the evaluation, and the information at issue must be false. LightBox Parent, LP, B‑420032.2 et al., Feb. 24, 2022, 2022 CPD ¶ 63 at 10. Here, even assuming for the sake of argument there were misstatements in ManTech's OCI affirmation, the agency's execution of an OCI waiver indicates the Army does not consider the possible existence of any of the OCIs identified by the protester to be a factor materially influencing the evaluation. Rather, the agency has determined that waiving any alleged OCIs in order to proceed with award to ManTech is in the government's best interest. As the protester cannot show the possible existence of any OCIs on ManTech's part likely had a significant impact on the evaluation and source selection decision, MAG cannot prevail on its claim of material misrepresentation. See e.g., FreeAlliance.com, LLC, B-420000.3 et al., June 28, 2022, 2022 CPD ¶ 165 at 14-15 (denying allegation of material misrepresentation where even if awardee's claims of years of experience and leadership in incumbent efforts were inaccurate, claims did not have significant impact on agency's evaluation); see also generally The Analysis Group, LLC, B-401726.3, Apr. 18, 2011, 2011 CPD ¶ 166 at 2-8 (denying challenge to OCI investigation and waiver where awardee's proposal failed to identify any possible conflicts and agency subsequently investigated and waived possible conflicts).

Transition Factor--Evaluation

The protester challenges the evaluation of MAG's proposal under the transition factor, characterizing the evaluation as “plainly unreasonable,” and arguing the agency failed to assess multiple strengths and assign the highest possible rating of “Exceeds Requirements” to the firm's proposal. Protest at 64, 72. The Army responds that “[t]he procurement record demonstrates a thorough evaluation of MAG's proposal, as evidenced by the evaluator's detailed comments addressing specific aspects of the MAG's approach.” COS/MOL at 29.

When reviewing a protest challenging an agency's evaluation, our Office will not reevaluate proposals, nor substitute our judgment for that of the agency. Cognosante MVH, LLC; Pro Sphere-Tek, Inc., B-421150 et al., Jan. 10, 2023, 2023 CPD ¶ 18 at 11. Rather, we will review the record to determine whether the agency's evaluation was reasonable and consistent with the solicitation's evaluation criteria and with applicable procurement statutes and regulations. Candor Solutions, LLC, B-417950.5, B‑417950.6, May 10, 2021, 2021 CPD ¶ 199 at 5. An agency's judgment that the features identified in a proposal do not exceed the requirements of a solicitation or provide advantages to the government warranting assessment of a strength is a matter within the agency's discretion, which we will not disturb unless a protester shows the evaluation was unreasonable. Brandan Enters., Inc., B-423385, June 16, 2025, 2025 CPD ¶ 141 at 4 n.3. A protester's disagreement with the agency's judgment, without more, is insufficient to establish that the agency acted unreasonable. Id.

Relevant here, the solicitation required offerors to submit a transition-in plan explaining how they would comply with the PWS requirement for a 30-day transition period. RFP at 5. The agency would evaluate an offeror's transition plan “to ensure [it] addresses the first 30-calendar days of contract performance” and transition-related PWS requirements “to ensure a proper and orderly transition and transfer of services and assets.” Id. at 19.

The record shows the evaluators noted multiple aspects of MAG's proposed transition approach that illustrated the ways in which the firm met the solicitation requirements and offered a low risk. For example, the evaluators acknowledged MAG's proposal to “retain [DELETED] [percent] of the incumbent staff (with [DELETED])” as “significantly reduc[ing] risk to execution during the Transition-In and base year.” AR, Tab 26, MAG Evaluation--Transition at 2-3. The evaluators also recognized that MAG proposed availability of “required personnel on Day [DELETED].” Id. at 3. Additionally, the evaluators cited MAG's proposal of “a [DELETED]-day Transition-In” as part of the basis for finding the firm's “approach represents low risk as the offeror intends to retain the necessary level of incumbent personnel to support the transition-in period.” Id. at 3-4. The evaluators did not assess any strengths in MAG's proposal under the transition factor, concluding that the firm “adequately communicated [its] transition strategy,” “provided detailed and sound approaches . . . for a smooth transition,” and that “[t]he risk of unsuccessful performance is low in that the solutions are clear and precise, fully supported, and demonstrate a clear understanding of the requirements.”[7] Id. at 6. Based on this assessment, the Army assigned a rating of “meets requirements.” Id.

The protester maintains “it is beyond dispute that MAG's proposed Transition-In Plan contained appreciable substantive merit and exceeded requirements to the advantage of the Government in numerous ways.” Protest at 68. As an example, the protester points to the evaluators' recognition that “MAG has proposed to achieve a cost-effective and risk-free transition in [DELETED] days, rather than in the 30 days allotted in the Solicitation.” Id. Additionally, the protester notes “MAG has also proposed a [DELETED] of incumbent personnel with the requisite clearances, available as of Day [DELETED].” Id. The protester characterizes its transition approach as “virtually risk-free,” and maintains it “presents substantial cost efficiencies to the Agency, retains all institutional knowledge and programmatic expertise, and allows MAG to begin contract performance in half the time after a smooth and seamless ramp-up.” Id. at 68-69.

The protester contends that “[n]otwithstanding the Agency's acknowledgment of the numerous ways in which MAG's Transition-In Plan clearly presented merit and exceeded requirements,” the evaluators “inexplicably failed to assign MAG even a single Strength for its Transition-In Plan--reflecting a failure on the part of the Agency to meaningfully consider the merit in MAG's proposal.” Protest at 69. The protester asserts this evaluation was inconsistent with the solicitation's definition of strength. Id. Further, the protester claims the failure to properly evaluate the firm's transition plan resulted in the agency unreasonably ignoring MAG's “clear and substantial advantage over all of its competitors” because “MAG is uniquely positioned to be the only offeror able to deliver [DELETED] [percent] incumbent retention, full staffing of cleared personnel on Day [DELETED], and a virtually risk-free transition-in plan which accomplishes seamless and complete ramp-up to successful performance in [DELETED] the time and at [DELETED] the cost.” Id. at 71.

The agency responds that the various aspects of MAG's proposal noted by the evaluators for which the protester claims it should have been assessed strengths did not exceed the requirements in a way that would be advantageous to the government. COS/MOL at 30-31, 33. For example, specific to MAG's proposal of a [DELETED]-day transition, the agency explains the evaluators were aware of the shorter timeline and chose not to assess a strength because “[t]he Army did not indicate in the RFP that there was a need or desire to have a shorter transition-in timeline and did not feel it provided an advantage to the Government.” Id. at 30. Nor was there any “language in the solicitation that indicated a strength would be given to vendors who simply proposed an accelerated timeline.” Id. Further, the agency notes MAG's own proposal characterizes the [DELETED]-day timeline as “self-imposed,” and explained it was offered partly to provide a [DELETED]‑week buffer as mitigation for “a medium risk associated with an ‘inability to onboard staff within 30 days of award.'” Id. (citing AR, tab 18, MAG Proposal--Transition Vol. at 3, 17). Finally, the agency contends “[t]he basic premise of MAG's argument [is] that MAG should have been credited with strengths due to their incumbency,” but there is no requirement for an incumbent to be given extra credit for its status as an incumbent or for the agency to assign the highest rating to the incumbent. Id.

We agree with the agency. In essence, the protester's insistence that MAG has a “clear and substantial advantage over all of its competitors” because “MAG is uniquely positioned to be the only offeror able to deliver [DELETED] [percent] incumbent retention, full staffing of cleared personnel on Day [DELETED], and a virtually risk-free transition-in plan which accomplishes seamless and complete ramp-up to successful performance in [DELETED] the time and at [DELETED] the cost,” are arguments that the agency should have assessed strengths in MAG's proposal because of the advantages provided as the incumbent. Protest at 71. As our decisions have explained, however, a protester's arguments that its incumbency entitles it to higher ratings or additional strengths do not provide a basis for finding that the agency unreasonably evaluated proposals. See Brandan Enters., Inc., supra at 4 n.3; Cydecor Inc., B-422942, B-422942.2, Dec. 23, 2024, 2024 CPD ¶ 313 at 8; Candor Solutions, LLC, supra at 15.

Nor, based on the record here, do we find any basis to question the evaluators' conclusion that the various aspects of MAG's proposal noted in the evaluation--e.g., [DELETED]‑day transition timeline, incumbent employee capture, low risk transition approach--met, but did not exceed, the solicitation requirements in a way that was advantageous to the government. See e.g., Brandan Enters., Inc., supra (finding no basis to question evaluators' conclusion that proposal met, but did not exceed, requirements where protester offered incumbent personnel and a self-described “seamless transition”). While the protester holds a different opinion from the evaluators about the merits of MAG's proposal, such disagreement, without more, does not provide a basis to sustain the protest.[8] Id.

Transition Factor--Post-Award Communications

In addition to challenging the agency's evaluation and comparative assessment of offerors' transition-in plans, MAG asserts the Army “has unlawfully decided to waive a material Solicitation requirement for ManTech by not requiring it to transition immediately and, instead, requiring MAG to continue performance.” Protest at 115-116. Specifically, the protester represents that, shortly after issuance of the protested task order, MAG employees had a phone call with multiple Army personnel, including the contracting officer's representative (COR) for MAG's incumbent contract, during which the agency “stated that MAG would need to finish the Period of Performance [on its incumbent contract], which was scheduled to end on November 25, 2025.” Id. at 117. Additionally, MAG represents the agency “stated that the approximately three-month period of time--September through November 2025--would allow ManTech to ramp up its transition-in efforts.” Id. The protester contends the Army's allowance of a 3-month transition period for ManTech is at odds with the solicitation, which “specified a thirty‑day transition-in period.” Id. (citing RFP at 5). Further, the protester maintains “if MAG had known at the time that it had prepared its proposal that the Agency would not only accept but also welcome a longer transition-in period, it would have revised its proposal in such a way to take advantage of that longer runway, very likely offering a significantly lower price.” Protest at 118.

The agency characterizes this allegation as “based on how MAG interpreted a single statement in a ‘telephone call' regarding its own contract performance,” after which “MAG then jump[ed] to the incorrect conclusion that this meant that the Government was allowing ManTech additional time to transition.” COS/MOL at 75-76. The COR explains that on August 28, MAG sent an email “requesting a meeting with the Government to discuss the Transition-Out schedule and dates, as they had received notice that the Government had completed its final evaluation of the proposals submitted, and that MAG Aerospace was unsuccessful.” AR, Tab 61, COR Statement at 1; see also Tab 62, Email from MAG to COR, Aug. 28, 2025, at 1. The COR set up the requested meeting for September 4. AR, Tab 61, COR Statement at 1.

The COR represents the discussion during the meeting indicated the contract award notification period was not over, but there was a need “to talk about the general dynamics of a potential transition.” AR, Tab 61, COR Statement at 2. The discussion also focused on the need for MAG to finish the ongoing work and complete required deliverables under its incumbent task order, the period of performance of which was not set to end until November 23. Id. Further, the discussion noted that MAG's ongoing work on the incumbent task order involved the use of government furnished property (GFP) at MAG's facility, that this same GFP also is required for work under the follow-on task order issued to ManTech, and, as a result, “GFP is a limiting factor to the ability of some of the efforts on the new contract to begin.” Id. To address the GFP issue, the COR asked MAG “to define when and at what stage of the project schedule would various GFP be available to transition to the new contract.” Id. The COR indicates that also “it was reiterated that there was no action other [than] an assessment of availability of GFP that was to be done at the moment until the notification and response period had ended,” and that “[f]ollow up direction and guidance would follow once the period was completed.” Id. at 2-3. Finally, the COR states: “The Government did not indicate or state at the meeting that there would be waiving of any requirements to the follow-on contractor,” and that no orders or waivers of the transition requirements have been issued for ManTech's task order. Id. at 3.

Challenges to an awardee's compliance with transition-related requirements generally raise matters of contract administration, which our Office does not review as part of our bid protest function. 4 C.F.R. § 21.5(a); Mission 1st Group, Inc., B-419369.2, Jan. 25, 2021, 2021 CPD ¶ 65 at 7. Our decisions have explained, however, that an agency may not make an award and then immediately modify or waive material requirements included in the solicitation which formed the basis of the competition; rather, awards must be based on the requirements and criteria disclosed in the solicitation. Low & Assocs., Inc., B‑297444.2, Apr. 13, 2006, 2006 CPD ¶ 76 at 6.

Here, the record before us establishes two facts: (1) the agency is requiring MAG to complete performance of its incumbent task order; and (2) the agency is coordinating with MAG regarding the transfer of GFP from the incumbent task order to the follow-on task order. Contrary to the protester's contentions, neither these facts, nor anything else in the record, reasonably suggest that the Army has relaxed the transition requirement for ManTech. Accordingly, we deny this ground of protest. See e.g., Armorworks Enters., LLC, B-400394.3, Mar. 31, 2009, 2009 CPD ¶ 79 at 8 (denying allegation that agency waived or materially changed first article testing requirements for other offerors where record did not support allegation).

Cost Evaluation

As noted above, the solicitation contemplated issuance of a cost-plus-fixed-fee task order, and provided the agency would evaluate offerors' cost/price volumes “to ensure that all proposed costs are fair, realistic, and reasonable.” RFP at 1, 19. Relevant here, the solicitation also included a “Manpower Estimate,” and required offerors to “propose at a minimum the manpower requirement within each labor categor[y]” of the estimate. Id. at 6, 8; see also generally AR, Tab 13b, RFP attach. 2, Manpower Estimate. The RFP instructed: “offerors shall reproduce the exact labor categories and associated minimum hours” in their technical proposals. RFP at 6.

For evaluation purposes, the solicitation established the agency would “ensure that the Offeror proposed the exact manpower requirements (i.e., the exact labor categories and associated hours without deviation) of RFP Attachment 02.” RFP at 20. The solicitation cautioned: “Any deviation from the labor categories and/or hours in RFP Attachment 02 will result in a deficiency rendering the proposal ineligible for award.” Id. (emphasis omitted). Relatedly, with respect to the evaluation of cost/price, the solicitation advised: “An offeror may be found ineligible for award if the Contracting Officer determines that the low cost poses an unacceptable risk to the Government.” Id. at 22 (emphasis omitted).

In evaluating ManTech's technical proposal, the agency found the firm “proposed the exact manpower as required in RFP Attachment 02,” and that the “[e]xact labor categories and associated hours [were] reproduced without deviation.” AR, Tab 29, ManTech Evaluation--Technical at 12. The evaluators assigned ManTech's proposal a rating of “meets requirements” for the technical factor. Id. With respect to cost/price, the agency found “ManTech proposed direct labor rates based on actual paystub rates,” and because the proposed rates were consistent with the supporting documentation provided, the evaluators took “no exception to the direct labor rates proposed.” AR, Tab 30, ManTech Evaluation--Cost at 4. As a result, the evaluators considered ManTech's proposed labor rates realistic, and did not make any adjustments to ManTech's proposed costs. AR, Tab 30, ManTech Evaluation--Cost at 2-4, 7.

The protester challenges the agency's evaluation of ManTech's proposed labor costs. Specifically, the protester argues:

When viewed in the context of historical costs to perform the same services in a substantially lower-cost geographical area and in the context of MAG's proposed cost to continue performance with incumbent personnel in a lower-cost geographical area, it is obvious that ManTech's proposed rates--which substantially undercut such historical costs and MAG's proposed pricing, as is clear from ManTech's proposed price--are unrealistically low.

Protest at 96; see also Comments & 3rd Supp. Protest at 68 (comparing ManTech's and MAG's direct labor costs). The protester contends the agency either should have excluded ManTech's unrealistically low-priced proposal from further consideration for award, or “substantially upwardly adjusted ManTech's proposed pricing . . . leaving MAG as both the lower-cost and technically-superior offeror.” Protest at 98. The agency maintains “MAG's allegations that the Army failed to perform a proper cost realism analysis are simply not supported by the procurement record and have no merit.” COS/MOL at 61. We agree the protester's cost evaluation challenge is unsupported by the record.

When an agency evaluates proposals for award of a cost-reimbursement task order it must perform a cost realism analysis to determine the extent to which an offeror's proposed costs are realistic for the work to be performed. FAR 15.305(a)(1), 15.404‑1(d); Tridentis, LLC, B-410202.2, B-410202.3, Feb. 24, 2015, 2015 CPD ¶ 99 at 7. An agency's realism analysis need not achieve scientific certainty, but must provide a reasonable measure of confidence that the costs proposed are realistic based on information reasonably available to the agency at the time of its evaluation. ORBIS Sibro, Inc., B‑421626.5 et al., Dec. 12, 2023, 2024 CPD ¶ 5 at 8. An agency is not required to conduct an in-depth cost analysis, or to verify each and every item in assessing cost realism. FAR 15.404-1(d)(1); In re Sys. & Proposal Eng'g Co., B‑421494, June 7, 2023, 2023 CPD ¶ 138 at 7. Rather, the evaluation requires the exercise of informed judgment by the contracting agency, and agencies are given broad discretion to make cost realism evaluations. CACI, Inc.--Fed., B-422774, B-422774.2, Oct. 18, 2024, 2024 CPD ¶ 257 at 6. Consequently, our review of an agency's cost realism evaluation is limited to determining whether the cost analysis is reasonably based and not arbitrary. Id.

Here, the protester does not take issue with the evaluators' finding that ManTech proposed in accordance with the prescribed manpower estimate or with the reasonableness of comparing ManTech's proposed direct labor rates to actual current rates of pay for the offered labor categories.[9] See generally Comments & 3rd Supp. Protest at 67-69. Instead, the protester insists because ManTech is proposing to hire a new workforce and subcontract out some of the work--rather than proposing the incumbent workforce--this constitutes “an inherently risky proposal” as it will result “in a loss of virtually all the institutional skill and knowledge,” and that the agency's cost realism evaluation failed to reasonably analyze this risk. Id. at 69.

Our Office has explained, however, there is no requirement for an agency to adjust an offeror's proposed labor rates simply because they do not mirror the incumbent's rates. CACI, Inc.--Fed., supra at 6-7. Nor, as noted above, does a protester's argument--that its incumbency entitles it to a more favorable assessment--provide a basis for finding that an agency unreasonably evaluated proposals. The solicitation prescribed the labor categories and labor hours each offeror was required to propose, ManTech complied with these requirements and proposed labor rates based on documented current pay. Despite the protester's insistence that ManTech's proposed costs must be unrealistically low or otherwise unreasonably risky because ManTech is not proposing to provide the incumbent workforce, as MAG is, the protester has failed to establish that the agency's evaluation was unreasonable, inconsistent with the solicitation, or otherwise contrary to law or regulation. Accordingly, we deny the protester's challenge to the agency's cost evaluation.[10] See e.g., id. at 7 (finding reasonable cost evaluation where evaluators made comparisons between direct labor rates to payroll data rates); In re Sys. & Proposal Eng'g Co., supra at 7 (same).

Responsibility Determination

The FAR provides that a purchase or award may not be made unless the contracting officer makes an affirmative determination of the prospective awardee's responsibility. FAR 9.103(b). In most cases, responsibility is determined based on the standards set forth in section 9.104-1 of the FAR, which include, among other things, whether the contractor has a “satisfactory record of integrity and business ethics.” FAR 9.104-1(d). Affirmative determinations of responsibility involve subjective business judgments that are within the broad discretion of the contracting activities. Mountaineers Fire Crew, Inc., et al., B‑413520.5 et al., Feb. 27, 2017, 2017 CPD ¶ 77 at 10.

The protester argues the agency failed to conduct a proper responsibility determination. Protest at 98. Specifically, the protester contends the agency failed to consider information available in ManTech's SAM profile showing the firm “executed [an] Administrative Agreement with the Department of Homeland Security, U.S. Citizenship and Immigration Services (“USCIS”), dated as of July 31, 2025, concerning ‘suspension and debarment matters.'” Id. at 99. The protester represents “the Administrative Agreement concerned mischarged time and overbillings by ManTech in 2023 and 2024 amounting to millions of dollars, across ten contracts,” and that the Administrative Agreement also notes “numerous instances reflecting a lack of candor or prompt disclosure on the part of ManTech in connection with these mischarges or other equally serious matters of responsibility and business ethics.” Id. at 99-100. The protester asserts that “[h]ad the Agency reasonably considered this recent evidence as part of its responsibility determination, the Agency almost certainly would have deemed ManTech nonresponsible and ineligible for award.” Id. at 101.

Dismissal Request

Prior to submitting its report responding to the protest, the agency requested dismissal of the protester's responsibility contentions, arguing the Army was not required to conduct a responsibility determination prior to issuing the protested task order but could instead rely on the responsibility determination made at the time the underlying IDIQ contract was awarded. Req. for Dismissal at 12. We declined to grant the agency's dismissal request. Electronic Protest Docketing System No. 27.

Relevant here, the solicitation required offerors to “submit a current copy of their record with their proposal, printed directly from the System for Award Management (SAM), dated within five business days prior to proposal submission.” RFP at 15. The solicitation provided the agency would evaluate offerors' SAM reports on an acceptable/unacceptable basis, and that a proposal rated as unacceptable would not be eligible for award. Id. at 24-25. A rating of acceptable was defined as: “The Offeror submitted a current copy of their entity record with their proposal, printed directly from SAM, dated within five business days prior to proposal submission, and showing no active exclusions.” Id. at 24.

Our decisions have explained that, generally, there is no requirement for an agency to conduct an additional responsibility determination when issuing a task order under an IDIQ contract because a responsibility determination was made already at the time of award of the underlying IDIQ contract. Booz Allen Hamilton, Inc., B-409272 et al., Feb. 25, 2014, 2014 CPD ¶ 84 at 5. Neither, however, is an agency precluded from making an additional responsibility determination when issuing a task order under an IDIQ contract. ESCO Marine, Inc., B-401438, Sept. 4, 2009, 2009 CPD ¶ 234 at 12. Here, the solicitation's requirement for offerors to submit a SAM report and for the agency to evaluate whether the report showed any active exclusions indicates the Army intended to conduct such an additional responsibility determination prior to issuing the task order at issue here. Moreover, even if not required to do so by the terms of the solicitation, the record reflects the Army chose to make an affirmative responsibility determination in connection with the issuance of the protester task order. AR, Tab 41, SSD at 41 (“The awardee, ManTech . . ., has been determined to be responsible within the meaning of FAR Subpart 9.1.”).

Information Considered for Responsibility Determination

When, as here, an agency chooses to make an affirmative responsibility determination in connection with a task or delivery order, we will review the agency's actions, consistent with our general standards for review of affirmative responsibility determinations. Owens & Minor Distribution, Inc.; et al., B-422689 et al., Sept. 16, 2024, 2024 CPD ¶ 223 at 17. In this regard, we will only hear a protest challenging an agency's affirmative responsibility determination where the protester presents specific evidence that the contracting officer may have ignored that, by its nature, would be expected to have a strong bearing on whether the awardee should be found responsible. Id.; see also 4 C.F.R. § 21.5(c). We have further explained that the information in question must concern very serious matters, for example, potential criminal activity or massive public scandal. VSE Corp., B-417908, B-417908.2, Nov. 27, 2019, 2019 CPD ¶ 413 at 6.

As noted above, the partial reevaluation of proposals completed by the Army, as part of the implementation of its corrective action, did not include a reevaluation of offerors' SAM reports. AR, Tab 41, SSD at 32. As a result, the agency's evaluation of the awardee's SAM report submission was based on the report included in ManTech's June 17, 2024 proposal, which was printed on June 11 and stated there were no active exclusion records associated with ManTech. AR, Tab 23, ManTech Proposal--SAM Vol. at 1, 6-7. Based on there being no exclusions, the evaluators assigned ManTech's proposal a rating of acceptable for the SAM report factor during their July 2024 evaluation. AR, Tab 32, ManTech Evaluation--SAM Report at 1-2; see also RFP at 24 (defining a rating of acceptable as indicating an offeror submitted a SAM report and the report showed no active exclusions).

ManTech's submission of its SAM report and the agency's evaluation thereof predate the July 31, 2025, Administrative Agreement referenced by the protester, as well as precede issuance of the protested task order by more than a year. The record shows, however, the contracting officer, who was also the SSA, did not rely solely on the 2024 SAM report submission when assessing ManTech's responsibility prior to issuing the August 2025 task order at issue here. In this regard, the contracting officer stated:

The awardee, ManTech (UEID [unique entity identification number] JY2BD T2K58Z6), has been determined to be responsible within the meaning of FAR Subpart 9.1. IAW [in accordance with] AFARS [Army Federal Acquisition Regulation Supplement] 5109.103(b), the Determination of Responsibility Assistant (DORA) Bot search was initiated on 25 FEB 2025 and again on 26 AUG 2025 for the prime Offeror ManTech, a manual search was also initiated to verify results in SAM.gov and CPARS [contractor performance assessment reporting system]. The results were reviewed, and no adverse reports were found in the awardee's record that would indicate the awardee is not responsible.

AR, Tab 41, SSD at 41 (emphasis omitted).

The agency explains the DORA bot is an automation tool Army contracting officials are required to use to assist them in making responsibility determinations. COS/MOL at 66 (citing section 5109.103(b) of AFARS[11]). Using the DORA bot, the contracting officer reviewed available information for ManTech from both SAM and the Federal Awardee Past Performance Integrity Information System (FAPIIS) before issuing the presently protested task order. COS/MOL at 66; AR, Tab 50, DORA SAM and FAPIIS Report, Aug. 26, 2025, at 1, 5.

The report generated by the DORA bot showed no active exclusions for ManTech, and did not identify the July 31, 2025, Administrative Agreement.[12] AR, Tab 50, DORA SAM and FAPIIS Report, Aug. 26, 2025, at 1. The contracting officer also manually checked SAM, on August 26, 2025, to verify the information generated by the DORA bot, and noted that as of the date checked ManTech did not “have criminal, civil, or administrative proceedings listed within their SAM.gov record.” AR, Tab 68, SAM FAR & DFARS Report, Aug. 26, 2025, at 1; Tab 69, Responsibility Determination at 1; Contracting Officer's (CO) Resp. to Questions for the Record (QFR) at 1-2. The agency avers this manual search of SAM “did not show the existence of the July 31, 2025, Administrative Agreement referenced by MAG in its protest.” CO Resp. to QFR at 3; COS/MOL at 66.

The protester asserts the July 31, 2025, Administrative Agreement “was readily discoverable by MAG in SAM.gov,” and, thus, “should have been discovered, by the Agency in a review of ManTech's SAM.gov entry in connection with the responsibility determination, even if this Agreement was excluded from the (inaccurate) report generated by the DORA bot.” Comments & 3rd Supp. Protest at 73-74. In support of this assertion, the protester explains there are three sections that comprise an entity's SAM registration--“Entity Registration,” “Reps and Certs (FAR/DFARS),” and “Responsibility/Qualification”--and that data about “administrative agreements and other responsibility information” is not located only in the “Responsibility/Qualification” section. 4th Supp. Protest at 5, 8. The protester describes the “August 26, 2025 printouts of ManTech's SAM” registration produced by the agency as “obtained from the ‘Reps and Certs (FAR/DFARS)' section of ManTech's SAM registration.” Id. at 7. The protester maintains the Army's manual search of SAM did not show the existence of the July 31, 2025, Administrative Agreement because “the Agency simply failed to review the relevant portions of ManTech's SAM registration”--the Responsibility/Qualification section, which according to MAG, would have disclosed the agreement had the contracting officer reviewed it. Id. at 10. Thus, the protester contends, the agency's manual search of SAM was unreasonable and incomplete. Id. at 11.

The FAR requires that in making a responsibility determination, “the contracting officer shall consider information available through FAPIIS . . ., including information that is linked to FAPIIS such as from SAM, and CPARS, as well as any other relevant past performance information on the offeror.” FAR 9.105-1(c); see also 9.104-6(a)(1), (b)(1). We understand the protester's trepidation regarding possible inaccuracies in the report generated by the DORA bot automation tool. The contracting officer's assessment of ManTech's responsibility was not limited to use of that tool, however, but also included a manual check of SAM to verify the tool-generated information, which is consistent with the FAR requirement to consider information in SAM as well as with the AFARS policy that contracting officials shall use the DORA bot “to assist them” in making responsibility determinations. AFARS 5109.103(b) (emphasis added).

In response to MAG's contention that the manual SAM search was incomplete, the contracting officer declares:

I also initiated a manual search to verify results of the DORA bot. This search included a review of all relevant responsibility‑related information in SAM, including specifically the Responsibility/Qualifications section of ManTech's SAM record. The July 31, 2025, Administrative Agreement cited by MAG in its protest was NOT listed in the DORA bot report or otherwise found during my review.

AR, Tab 73, CO Decl. at 1. The contracting officer explains he “did not specifically download the Responsibility/Qualifications Section of ManTech's SAM record” because it did not show the existence of any active exclusions or other responsibility issues, which was consistent with the DORA bot report, such that he had “no reason to specifically print” out that section. Id. at 2.

The protester characterizes the contracting officer's explanations as a “post hoc declaration provided by the Agency [that] raises more questions than it provides answers.” 2nd Supp. Comments at 8. Our Office has explained, however, that when a contracting officer makes a determination of responsibility, as opposed to a determination of non-responsibility, the FAR does not require the contracting officer to place in the contract file documentation explaining the basis for the determination. See FAR 9.105-2(a)(1) (“The contracting officer's signing of a contract constitutes a determination that the prospective contractor is responsible with respect to that contract.”); FCi Fed., Inc., B-408558.4 et al., Oct. 20, 2014, 2014 CPD ¶ 308 at 7. As a result, in such cases, it may be necessary to consider the contracting officer's post hoc explanations offered on the record in response to a protest in order to determine whether there is specific evidence that the contracting officer may have ignored information that, by its nature, would be expected to have a strong bearing on whether the awardee should be found responsible. FCi Fed., Inc., supra (citing Impresa Construzioni Geom. Domenico Garufi v. U.S., 238 F.3d 1324, 1339 (Fed. Cir. Jan. 3, 2001).

Here, the statements of the contracting officer in response to the protest in conjunction with the contemporaneous record indicate he was not aware of and, therefore, did not ignore the July 31, 2025, Administrative Agreement at the time the protested task order was issued. Accordingly, we deny this ground of protest. See e.g., Owens & Minor Distribution, Inc.; et al., supra at 17-18 (denying protester's contention agency should have been aware of information “readily apparent from even the most cursory of searches,” where contracting officer reviewed SAM and another database for responsibility information).

Best-Value Tradeoff

As a final matter, the protester challenges the agency's best-value tradeoff, arguing that the various evaluation errors claimed by MAG render the agency's best-value tradeoff source selection decision unreasonable. Protest at 108. The protester further contends there were meaningful differences in risk between MAG's and ManTech's proposals that the agency failed to properly consider as part of its best-value tradeoff, and had it done so, the Army would have selected MAG's own proposal as offering the best value. Comments & 3rd Supp. Protest at 40, 46, 77.

When a solicitation provides for issuance of a task order on a best-value tradeoff basis, it is the function of the SSA to perform a price/technical tradeoff, that is to determine whether one proposal's technical superiority is worth its higher price. Alliant Enter. JV, LLC, B-410352.5, B-410352.6, July 1, 2015, 2015 CPD ¶ 209 at 13. An agency has broad discretion in making a tradeoff between cost and non-cost factors, and the extent to which one may be sacrificed for the other is governed only by the tests of rationality and consistency with the solicitation. CACI, Inc.--Fed., supra at 15.

With respect to MAG's first argument--that errors in the underlying evaluation rendered the resulting tradeoff unreasonable--we find no basis to object to the agency's evaluation of proposals for the reasons discussed above. Accordingly, we dismiss this argument because derivative allegations do not establish an independent basis of protest. CACI, Inc.--Fed., supra, at 15-16.

Turning to the protester's contention that the agency's tradeoff failed to properly consider the differences in risk between MAG's and ManTech's proposals, the record provides no support for the protester's position. Rather, the record here shows the SSA specifically considered the difference in risk between proposals in conducting a comparative assessment as part of the tradeoff process. AR, Tab 41, SSD at 40. Specifically, the SSA's tradeoff analysis acknowledged “[t]here were some differences between the proposals with regard to risk for portions of the Transition In Plan and Technical volumes.” Id. The SSA noted the solicitation provided for award to a higher‑priced proposal, only “if the superior technical solution, or the solution indicating a reduced performance risk, warrants paying a premium.” Id.; see also RFP at 17. The SSA concluded that even though there were differences in risk between MAG's and ManTech's proposals, MAG's approximate 4.5 percent price premium “did not provide sufficient value to the Government” to “justify paying a higher price.” Id.

The protester's challenge expresses nothing more than its disagreement with the SSA's comparative assessment of proposal risk and tradeoff judgment regarding the value (or lack thereof) in paying MAG's price premium. Such disagreement, without more, is insufficient to render the SSA's judgment unreasonable. See e.g., Logistics Mgmt. Inst., B-417601 et al., Aug. 30, 2019, 2019 CPD ¶ 311 at 17 (denying challenge to best-value tradeoff where, contrary to protester's argument, SSA recognized differences in proposals and found protester's slightly superior approach did not provide enough additional value to warrant payment of its associated price premium).

The protest is denied.

Edda Emmanuelli Perez
General Counsel

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