Exail Inc.

DOCUMENT FOR PUBLIC RELEASE

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

Decision

Matter of: Exail Inc.

File: B-424225; B-424225.2; B-424225.3

Date: April 30, 2026

Stephen Ruscus, Esq., and Kaitlyn E. Toth, Esq., Baker & Hostetler LLP, for the protester.
Jeremiah Kline, Esq., and Andrew Parker Frank, Esq., Department of Commerce, for the agency.
Glenn G. Wolcott, Esq., and April Y. Shields, Esq., Office of the General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1. Agency's assessment of a deficiency in protester's proposal for failing to address the solicitation requirements regarding training materials was reasonable and consistent with the terms of the solicitation.

2. Agency's evaluation of awardee's proposal without assessing any deficiencies was reasonable, consistent with the terms of the solicitation, and did not reflect disparate treatment of the offerors.

3. Protest that agency was precluded from considering external information in evaluating awardee's technical proposal fails to state a legally sufficient basis for protest and is dismissed.

DECISION

Exail Inc., of Denver, Colorado, protests the award of a contract to Chance Technologies, LLC d/b/a Chance Marine Technologies, of Lafayette, Louisiana, pursuant to request for proposals (RFP) No. 1305M225R0005, issued by the Department of Commerce, National Oceanic and Atmospheric Administration (NOAA), to provide uncrewed marine systems and related services. Exail challenges various aspects of the agency's evaluation and source selection decision, including the assessment of a deficiency in Exail's technical proposal and the failure to assess deficiencies in Chance's proposal. Protest at 8-17.[1]

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

BACKGROUND

On December 20, 2024, the agency issued the RFP, seeking proposals for the “design, construction, testing, training, maintenance and repair support, and program management for the acquisition of multiple Uncrewed Maritime Systems (UMS)[[2]] to support NOAA vessel program operations.”[3] RFP at 7. The solicitation contemplated the award of a single fixed-price indefinite-delivery, indefinite-quantity (IDIQ) contract,[4] and provided that source selection would be based on a best-value tradeoff between the following evaluation factors: (1) proposed UMS and production engineering approach; (2) production, management approach, schedule, projected workload, and capacity; (3) past performance; and (4) price.[5] Id. at 98-101. In evaluating proposals under the non-price factors, the agency would assign adjectival ratings of exceptional, very good, satisfactory, marginal, and unsatisfactory, and the solicitation provided that “[t]o be eligible for award, a proposal must receive a rating of satisfactory or better under the non-price factors.” Id. at 98.

The solicitation's statement of work (SOW) established various performance requirements. Among other things, SOW section C-3.1.20 identified training requirements, beginning with the broad statement: “The Contractor shall provide comprehensive training and equipment operation and maintenance seminars . . . to familiarize the personnel with the operation and maintenance requirements of the UMS.”[6] RFP at 23. Of relevance here, this section of the SOW included the following:

The Contractor shall prepare a Crew Training Plan (DI-021)[[7]] that shall include an Instructor's Guide in accordance with topical outlines. The Contractor shall make available copies of selected source documents for participants' use during the conduct of crew familiarization.

The Contractor shall prepare Instructor Guides (DI-021-01) in lecture outline, demonstration, or question and answer (discussion) format, or any combination of these for each session or seminar outlined below.[[8]] The Contractor shall also prepare and provide Student Guides (DI-021-02) to each student, and shall mark the Student Guides “For Crew Training Purposes Only” for each session or seminar outlined below.[[9]]

Id. at 23.

The agency states that the solicitation's training requirements reflect the agency's goal to build inherent capability within its own organization, to perform “all aspects of the UMS lifecycle, including training, operations, maintenance, and repairs without the need for continuous support from [the] vendor.” Memorandum of Law (MOL) at 8; Decl. of Source Selection Evaluation Board (SSEB) Chair at 5.

With regard to evaluation of proposals under the non-price factors, the solicitation advised offerors that “[a]ll information will be reviewed in detail to ascertain the quality and depth of the responses to the information required by Section L.” RFP at 98. In this context, section L provided that, in responding to factor 1 (proposed UMS and production engineering approach), offerors “shall provide a comprehensive overview of the production and engineering processes,” adding that the “Offeror's approach shall demonstrate an understanding of all of the work required under this solicitation.” Id. at 88. More specifically, section L directed offerors to “[d]escribe the ILS [integrated logistics support] to be performed,” and “[p]rovide a description of the ILS organization, including . . . training.” Id. at 90.

Finally, the solicitation also included technical requirements for the proposed UMS. Specifically, solicitation attachment J-1, titled “statement of requirements,” listed “functional objectives” and “UMS specifications,” explaining that: “This specification provides the requirements for a commercially available or technologically mature UMS that has been demonstrated in an operational environment to NOAA Readiness Level 8, IAW [in accordance with] the NAO [NOAA administrative order] 216105B Policy of Research and Development Transitions.”[10] Id. at 108. As relevant here, readiness level 8 applies to a “[f]inalized system . . . [that is] tested, and shown to operate or function as expected within user's environment. . . .”[11] AR, Tab 16, NOAA Administrative Order at 5.

On or before the February 26, 2025, closing date, proposals were submitted by five offerors, including Exail and Chance. Overall, Exail's and Chance's proposals were evaluated as follows:

	Proposed UMS and Production Engineering Approach	Production, Management Approach, Schedule, Projected Workload, and Capacity	Past Performance	Price
Chance	Satisfactory[12]	Satisfactory	Very Good	$13,500,567
Exail	Unsatisfactory[13]	Satisfactory	Very Good	$28,711,302

AR, Tab 10, Source Selection Decision at 2-3.

In assigning a rating of unsatisfactory to Exail's proposal under the proposed UMS and production engineering approach evaluation factor, the agency assessed both a strength and a deficiency related to the solicitation's training requirements. AR, Tab 9, SSEB Report at 22.

Specifically, in responding to the solicitation's training requirements, Exail's technical proposal contained two bullet points, stating:

[REDACTED][14]

AR, Tab 7, Exail Proposal at 64.

In evaluating this section of the proposal, the agency noted that “Exail has a mature training program with multiple qualification levels/roles to meet different operational needs,” and assessed a strength for this aspect of Exail's proposal.[15] AR, Tab 9, SSEB Report at 22. Nonetheless, in evaluating this section of the technical proposal, the agency also noted that Exail did not mention the required training materials that must be delivered as part of the training requirements--specifically, the instructor guides and student guides.[16] Noting this omission, the agency assessed a deficiency in the proposal,[17] stating “[i]t is unclear how Exail plans to meet the requirement of providing complete train-the-trainer materials to support the SOW requirement,” adding that “[t]his presents risk to the government in regards to being able to develop, manage, and conduct its own training program and [instead will have to] depend on Exail for any additional training.” Id.; see AR, Tab 13, Debriefing at 11.

On December 12, the agency's source selection authority considered the evaluation results and selected Chance's proposal for award, stating:

Exail's proposal received an overall rating of Unsatisfactory. While Exail's proposal offered several benefits to the Government, the proposal was found to be deficient regarding providing instructor training guides. An award cannot be made to a proposal that includes a deficiency. Additionally, Exail's pricing was significantly higher than Chance's. . . . Therefore, it is in the Government's best interest to award to Chance which presents less risk and a lower price.

AR, Tab 10, Source Selection Decision at 6.

On January 9, 2026, the agency awarded the contract to Chance and notified Exail. AR, Tab 13, Debriefing. Following receipt of a debriefing, Exail filed this protest.

DISCUSSION

Exail challenges the agency's assessment of a deficiency in its proposal and also asserts that the agency should have assessed deficiencies in Chance's proposal. As discussed below, we reject Exail's assertions.[18]

Evaluation of Exail's Proposal

First, Exail asserts that the agency's evaluation of a deficiency under the proposed UMS and production engineering approach factor was “arbitrary, capricious, and without reasonable basis.” Protest at 1. In this context, Exail maintains that the terms of the solicitation did not require that Exail's proposal “address every detail of its performance,” complaining that the requirements for producing instructor and student guides were a “minor subset” of the solicitation's requirements. Protest at 10; Comments and Supp. Protest at 7. Exail also maintains that, because its proposal did not take exception to the requirements for training materials, the agency was not permitted to assess a deficiency regarding those requirements. Comments and Supp. Protest at 7-8. Exail further asserts that, by proposing to provide “DriX Instructor” training, its proposal “necessarily incorporate[d] the company's existing instructor-level training materials.”[19] Protest at 11. Finally, Exail complains that, if the agency properly assessed a deficiency in Exail's proposal with regard to the training material requirements, it should have similarly assessed a deficiency in Chance's proposal.

The agency responds by first noting that the solicitation specifically directed offerors to “provide a comprehensive overview of the production and engineering processes,” and added that the “[o]fferor's approach shall demonstrate an understanding of all of the work required under this solicitation.” MOL at 9; see RFP at 88. Further, offerors were advised that their proposals would “be reviewed in detail to ascertain the quality and depth of the responses to the information required,” and that the evaluation would consider “how well the information demonstrates . . . the knowledge and abilities of the Offeror to meet or exceed the requirements of this solicitation.” RFP at 88, 97-98. Moreover, the requirements for training--and, specifically, the training materials--were discussed in multiple parts of the RFP. Id. at 23, 124-25, 155; see also id. at 8, 90. In this context, the agency notes that it was Exail's responsibility to submit a well-written proposal, with adequately detailed information which clearly demonstrated its compliance with the solicitation requirements. MOL at 9; see, e.g., Synergy Group Alliance, LLC, B-422113, B‑422113.2, Jan. 12, 2024, at 6.

Next, the agency notes that, while Exail's proposal adequately addressed performance of the required training itself, nothing in its technical proposal acknowledged the additional requirement to provide training materials to support the training; that is, Exail's proposal offered no information regarding how Exail intended to prepare or provide those required materials.[20] Supp. MOL at 19. In this context, the agency notes that the solicitation's training requirements constituted a “significant portion” of the overall requirements because of the agency's intent to “build inherent capability within its organization,” and obtaining instructor guides was an important element in achieving that objective. MOL at 8-9. Therefore, the agency maintains that “without the required materials or information about how such required materials would be provided, there is considerable performance and cost risk” which “diminishes NOAA's ability to be flexible on . . . when training would be provided.” Id. at 8-10.

Finally, in response to Exail's allegation of disparate treatment, the agency identifies various aspects of Chance's proposal that differed from Exail's proposal. Specifically, the agency states that Chance “provided information about its ability to provide the crew familiarization training, the associated deliverables, and an approach to allow NOAA personnel to learn how to ‘be the trainer.'” Supp. MOL at 20. For example, Chance's proposal specifically stated that it “develops” the training materials itself and that they are “maintained in a controlled [p]roduct [d]ata [m]anager.” Id.; see AR, Updated Tab 8, Chance Proposal at 27-28. In short, the agency maintains that, in its judgment, Chance's proposal “contained more detailed information regarding its training approach and the provision of training materials . . . when compared to Exail's proposal” and therefore did not call for the assessment of a deficiency. Supp. MOL at 21.

At the outset, we note that when reviewing a protest challenging an agency's evaluation, our Office will not reevaluate proposals, nor substitute our judgment for that of the agency; rather, we examine the record to determine whether the agency's judgments were reasonable and consistent with the stated evaluation criteria and with applicable procurement statutes and regulations. Six3 Sys., Inc., B-405942.4, B‑405942.8, Nov. 2, 2012, at 5. In this regard, it is an offeror's responsibility to submit a well-written proposal that clearly demonstrates compliance with all solicitation requirements, and where a proposal fails to do so, the offeror runs the risk that its proposal will be rejected. Trailboss Enters., Inc., B-419209, Dec. 23, 2020, at 6. Further, agencies need not specifically identify each and every element an agency may consider during an evaluation, provided its consideration of elements not expressly identified are reasonably related to or encompassed by the stated evaluation factors. Peraton, Inc., B‑417088, B‑417088.2, Feb. 6, 2019, at 14. Finally, when a protest alleges unequal treatment in a technical evaluation, it must show that the differences in ratings did not stem from differences between the offerors' proposals. Lovelace Sci. & Tech. Servs., B‑412345, Jan. 19, 2016, at 11.

Here, as discussed above, the solicitation specifically directed offerors to “provide a comprehensive overview of the production and engineering processes” (which included the training requirements) in order to “demonstrate an understanding of all of the work required under this solicitation.” RFP at 88. Further, offerors were advised that their proposals would “be reviewed in detail to ascertain the quality and depth of the responses to the information required,” and that the evaluation would consider “how well the information demonstrates . . . the knowledge and abilities of the Offeror to meet or exceed the requirements of this solicitation.” Id. at 88, 97-98.

More specifically, the solicitation contained detailed descriptions regarding the characteristics of the required training materials that reasonably communicated to offerors that the agency considered the preparation and delivery of those materials to constitute a significant aspect of the solicitation's total requirements. See, e.g., RFP at 23, 124-25, 155. Consistent with our view, the agency states that the training materials are critical for the agency's ability to establish its own internal training programs in order to eliminate dependence on the contractor for ongoing training support. Nonetheless, the record establishes that Exail's technical proposal failed to even acknowledge its obligation to perform this aspect of the solicitation's requirements. Accordingly, based on our review of the record, we are unable to conclude that the agency's assessment of a deficiency was contrary to the terms of the solicitation or was otherwise unreasonable. Exail's protest challenging that assessment is denied.

We also reject Exail's assertion that the agency's evaluation of Chance's proposal with regard to training materials reflected disparate or unequal treatment. As discussed above, the agency concluded that Chance's proposal contained more detailed information regarding its preparation and provision of the required training materials, citing to various portions of Chance's technical proposal to support its determination. As noted above, when a protest alleges unequal treatment in a technical evaluation, it must show that the differences in ratings did not stem from differences between the offerors' proposals. Based on our review of the record, including the agency's discussion of the differences between the two proposals, we cannot conclude that the agency's determination that Chance's proposal was satisfactory with regard to the training materials requirements was unreasonable or reflected unequal treatment. Accordingly, Exail's allegation of unequal treatment is denied.

Evaluation of Chance's Proposal

Exail also complains that Chance's proposal failed to provide adequate documentation to support its assertion that its proposed UMS (referred to as “LR30”) was “at NOAA Technology Readiness Level 8.”[21] Protest at 12-15; see AR, Updated Tab 8, Chance Proposal at 8. Referring to the solicitation provision that stated the agency intends to acquire a “commercially available or technologically mature UMS that has been demonstrated in an operational environment to NOAA Readiness Level 8,” RFP at 108, Exail maintains that the agency should have assigned a rating of unsatisfactory to Chance's technical proposal based on its alleged failure to “demonstrate” each “functional objective” and “UMS specification” listed in the solicitation's attachment J‑1. Protest at 12-15; Comments and Supp. Protest at 15-16; see AR, Tab 5, Final Version of Attachment J-1. More specifically, Exail asserts that Chance's proposal failed to adequately demonstrate the attachment J-1 requirements related to: launch and recovery systems; fisheries acoustic surveys; and speed and endurance. Protest at 12‑15; Comments and Supp. Protest at 15-16.

The agency responds that Exail's protest is based on flawed assumptions regarding the solicitation requirements. Specifically, the agency first states:

Exail's protest mischaracterizes the Solicitation's requirements with respect to RL8. The Solicitation did not require each and every feature of the proposal to have been tested and operated on the proposed craft. Instead, the Solicitation wanted a craft that had been operated and tested to RL8 and included proposed features and functionalities that also demonstrated separately [at] RL8.

Supp. MOL at 16.

Further, the agency maintains that the solicitation's requirement that the proposed system had been “tested, and shown to operate or function as expected within a user's environment,” see RFP at 108, could be met, in part, through testing, modeling, and simulation. Supp. MOL at 11.

Finally, in response to Exail's complaints regarding Chance's alleged failure to adequately demonstrate various specific requirements, the agency has provided comprehensive responses to each complaint which reflect its application, in part, of Chance's separate readiness level 8 validation of certain features and functionalities through various methods, including testing, modeling, or simulation. MOL at 11-13; Supp. MOL at 10‑16. Accordingly, the agency maintains that it reasonably determined that Chance's technical proposal demonstrated “a sufficient understanding of the requirements and an adequate approach,” thereby warranting a rating of satisfactory. See AR, Tab 9, SSEB Report at 6, 15.

As noted above, when reviewing a protest challenging an agency's evaluation, our Office will not reevaluate proposals, nor substitute our judgment for that of the agency; rather, we examine the record to determine whether the agency's judgments were reasonable and consistent with the stated evaluation criteria and with applicable procurement statutes and regulations. Six3 Sys., Inc., supra. A protester's disagreement with an agency's judgment, without more, is insufficient to establish that the agency acted unreasonably. UDC USA, Inc., B-419671, June 21, 2021, at 5.

Here, we reject Exail's basic premise that the solicitation required that Chance provide documentation showing the LR30's actual performance of each “functional objective” and “UMS Specification” listed in attachment J-1. As noted above, the solicitation sought proposals for a “commercially available or technologically mature UMS that has been demonstrated in an operational environment to NOAA Readiness Level 8, IAW [in accordance with] the NAO [NOAA administrative order].” RFP at 108. Thus, the solicitation's “demonstration” requirement is subject to the provisions of the NAO--which only provides that the proposed system must be “tested, and shown to operate or function as expected within [the] user's environment.” AR, Tab 16, NOAA Administrative Order at 5. Accordingly, we do not find unreasonable the agency's assertion that a proposed system could be “shown,” in part, to operate “as expected” at readiness level 8 through application of tests, modeling, and simulation.

Further, we have reviewed the agency's responses to Exail's complaints regarding the specific aspects of Chance's proposal that allegedly failed to adequately show readiness level 8 compliance, and find no basis to question the agency's evaluation.

For example, in responding to the solicitation's operational specifications regarding speed and endurance, Chance's proposal stated:

The LR30's fully developed hull form has been operated in the Gulf of Mexico with equivalent payloads, demonstrating its ability to meet speed and endurance requirements. Hydrodynamic performance and seakeeping analyses showed that speed and endurance performance are met. . . .

AR, Updated Tab 8, Chance Proposal at 8.

Exail's protest complains, among other things, that Chance's reliance on “hydrodynamic performance and seakeeping analysis” did not constitute the required “demonstration . . . with respect to the Solicitation's critical speed and endurance criteria.” Comments and Supp. Protest at 15-16.

The agency responds that “Chance's proposal demonstrates the LR30 has been operated and tested in the Gulf of Mexico for similar type studies as required by the solicitation . . . [and] Exail's dismissal of hydrographic studies and seakeeping analyses are misplaced.” Supp. MOL at 14. The agency elaborates that “[i]t is standard in the industry for UMS crafts, and other crafts, to be vigorously tested in seakeeping or other types of analyses to introduce variables that are not easily repeatable in the real-world and that would not commonly be tested in the real world.” Id. In this context, the agency notes that, “[f]or example, some sea state conditions would be equivalent to an extensive sea storm, and it is illogical that NOAA would require a company to take its craft out to perform testing to meet a RL8.” Id. The protester's disagreement with the agency's judgments in this regard does not provide a basis to find the evaluation unreasonable.

Based on our review of the entire record here, Exail's complaints regarding the acceptability of Chance's proposal are denied.

Finally, Exail protests that the agency “improperly relied upon information outside of Chance's technical proposal when evaluating Chance['s]” proposal under the proposed UMS and production engineering approach factor,[22] in order “to avoid assigning Chance deficiencies which would have rendered it ineligible for award.” Supp. Comments at 6, 8. Referencing GAO's determination that the “too close at hand” doctrine does not apply to technical evaluations, see Xenith Grp., LLC, B‑420706, July 14, 2022, at 4, Exail asserts that the agency's purported reliance on information outside of Chance's technical proposal was improper. Comments and Supp. Protest at 10-12.

The agency responds that it did not, in fact, rely on external information in evaluating Chance's proposal. Supp. MOL at 6-10. Nonetheless, the agency maintains that, in evaluating technical proposals, an agency is permitted, though not required, to consider external information. We agree.

Our Office has repeatedly concluded that, while an agency is not required to consider external information in the context of evaluating technical proposals, its evaluation is not limited to the four corners of an offeror's proposal. See Strategic Operational Sols., Inc., B-420159 et al., Dec. 17, 2021, at 6. That is, an agency may choose to rely upon external information of which it is aware. See AttainX, Inc., B-422141.2, June 20, 2024, at 7.

Our Bid Protest Regulations provide that a protest must include a detailed statement of the legal and factual grounds for protest, and that the grounds stated must be legally sufficient. 4 C.F.R. §§ 21.1(c)(4), 21.1(f), and 21.5(f). Here, Exail's assertion that the agency was precluded from considering external information in evaluating Chance's technical proposal fails to state a legally sufficient basis for protest; accordingly, this portion of its protest is dismissed.

The protest is denied in part and dismissed in part.

Edda Emmanuelli Perez
General Counsel

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