In the competitive landscape of government contracting, disputes over contract awards are not uncommon. One such instance involved Universal Protection Service, LP, doing business as Allied Universal Security Services, challenging the award of a protective security officer (PSO) services contract to Triple Canopy Inc. This case, decided by the Government Accountability Office (GAO) on June 20, 2019, provides valuable insights into the evaluation of past performance, the fairness of discussions in government procurements, and the rationale behind best-value tradeoff decisions. This article delves into the details of the GAO decision, offering a comprehensive analysis of the protest filed by Allied Universal Security Services and the ultimate outcome.
Background of the Solicitation
The Department of Homeland Security (DHS), specifically the Federal Protective Service (FPS), issued a request for proposals (RFP) seeking commercial protective security officer services throughout the state of Michigan. This contract, structured as a fixed-price and cost-reimbursement agreement, spanned a base year with four option years and a potential 6-month extension. The evaluation criteria outlined in the RFP emphasized best value, considering three key factors: relevant past performance, management approach, and price. Past performance held the highest weight, followed by management approach, with price being the least important factor among the three but still a significant consideration in the overall evaluation.
Offerors were required to submit past performance references for contracts completed within the last three years, highlighting their scope, magnitude, and complexity. The RFP allowed for up to three references for the primary offeror and an additional three for teaming partners or subcontractors. FPS explicitly stated it would assess the “quality” of the contractor’s relevant past performance.
Seven proposals were received, including submissions from Allied Universal Security Services and Triple Canopy. Following an initial evaluation, FPS narrowed the competition to a competitive range of three offerors, which included both Allied Universal and Triple Canopy. Discussions were then initiated with these offerors to clarify aspects of their proposals and address any identified concerns.
Discussions and Key Concerns
The discussions initiated by FPS played a crucial role in shaping the final evaluation and subsequent decision. For Triple Canopy, initial discussions revolved around [DELETED], which the company addressed through proposal revisions. However, a subsequent round of discussions focused on a more critical aspect: the involvement of Centerra Group, an incumbent contractor and corporate affiliate of Triple Canopy. FPS sought clarity on whether Triple Canopy intended to utilize the same personnel as Centerra, particularly given that Centerra’s past performance as the incumbent had not been explicitly presented in Triple Canopy’s initial proposal, despite acknowledging their corporate affiliation. The contracting officer specifically requested Triple Canopy to detail “how Centerra will have meaningful involvement” in the contract execution.
Triple Canopy clarified that Constellis, their parent company, had acquired Centerra in 2017, making them corporate affiliates. They explained that shared corporate resources had supported Centerra’s performance and would similarly support Triple Canopy. Initially, Triple Canopy stated they did not anticipate “meaningful involvement” from Centerra post-transition but later revised this position, acknowledging meaningful involvement and highlighting the seamless transition of key personnel, including the contract manager and supervisors, from Centerra to Triple Canopy.
For Allied Universal Security Services, the initial discussions centered on [DELETED] within their technical approach. Follow-up questions addressed staffing details for [DELETED]. In the second round of discussions, similar to Triple Canopy’s, Allied Universal was asked to elaborate on the past performance of their corporate affiliate, FJC Security Services, which they had referenced in their proposal. Allied Universal detailed their acquisition of FJC and the integration of FJC’s Government Services Division into Allied. They emphasized the retention of FJC staff, particularly those experienced in FPS PSO work, and the role of FJC leadership in overseeing Allied Universal’s contract performance.
Evaluation and Source Selection
Following these discussions and the submission of final proposal revisions (FPRs), FPS conducted a comprehensive technical evaluation. For Triple Canopy, evaluators concluded that their discussion responses demonstrated meaningful involvement of Centerra personnel, justifying the consideration of Centerra’s past performance and resulting in a “highly acceptable” rating. Similarly, Allied Universal’s responses confirmed the meaningful involvement of FJC personnel, also earning them a “highly acceptable” rating for past performance. A technical ranking was established, placing Triple Canopy first, another offeror (Offeror A) second, and Allied Universal Security Services third.
The source selection authority (SSA) then reviewed the evaluation record, focusing on the best-value determination. The SSA summarized the key evaluation aspects:
| Offeror | Past Performance | Management Approach | Technical Ranking | Total Price |
|---|---|---|---|---|
| Triple Canopy | Highly Acceptable | Highly Acceptable | 1 | $105.7 million |
| Offeror A | Highly Acceptable | Highly Acceptable | 2 | [not provided] |
| Allied Universal | Highly Acceptable | Highly Acceptable | 3 | $105.0 million |
The SSA quickly dismissed Offeror A due to a higher price and lower technical ranking compared to Triple Canopy. The primary tradeoff analysis focused on Triple Canopy and Allied Universal Security Services. The SSA acknowledged both offerors’ relevant past performance and the appropriateness of considering their affiliates’ past performance due to meaningful personnel involvement. While both were deemed low risk in past performance, Triple Canopy was considered to have a “slight edge” due to the direct relevance of Centerra’s incumbent contract experience. In management approach, Triple Canopy was favored for its supervision, quality control, and transition plans. Although Allied Universal offered a slightly lower price (0.63% less), the SSA concluded that Triple Canopy’s advantages in past performance and management approach justified the higher price, ultimately selecting Triple Canopy for contract award.
GAO Protest by Allied Universal Security Services
Dissatisfied with the award decision, Allied Universal Security Services formally protested to the GAO, raising several key arguments:
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Unequal Discussions: Allied Universal argued that FPS conducted unequal discussions by engaging in multiple rounds with Triple Canopy to gather information supporting the consideration of the incumbent contractor’s past performance, while not providing similar opportunities to Allied Universal. They claimed that discussions guided Triple Canopy to reverse their initial stance on Centerra’s involvement, which Allied Universal considered unfair as they did not receive equivalent discussion benefits.
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Improper Past Performance Evaluation: Allied Universal challenged the evaluation of Triple Canopy’s past performance, asserting that FPS improperly credited Triple Canopy with Centerra’s past performance. They argued that Centerra would not have a meaningful role in Triple Canopy’s contract performance and pointed to Triple Canopy’s initial omission of the incumbent contract in their proposal as evidence. They contended that this improper attribution led to an unreasonable evaluation of Triple Canopy’s past performance.
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Unreasonable Best-Value Tradeoff: Allied Universal argued that the best-value tradeoff decision was unreasonable, lacking a rational basis for selecting Triple Canopy’s higher-priced proposal. They argued that since their proposal had no identified weaknesses or deficiencies, justifying a higher price for Triple Canopy was “unfathomable.” They specifically contested the SSA’s consideration of Centerra’s past performance as an advantage for Triple Canopy.
GAO Decision and Rationale
The GAO denied all grounds of protest, siding with the agency’s evaluation and source selection process. The key aspects of the GAO’s decision are outlined below:
Discussions Were Fair and Meaningful
The GAO found that FPS conducted fair and meaningful discussions with both Allied Universal Security Services and Triple Canopy. The GAO clarified that while discussions must offer equal opportunity for proposal revisions, they do not need to be identical in content or extent. Agencies are expected to tailor discussions to each offeror’s specific proposal and evaluation needs. In this case, the discussions with both firms appropriately focused on clarifying the “meaningful involvement” of their respective corporate affiliates to determine the relevance of affiliate past performance. The GAO emphasized that FPS was not obligated to ensure discussions had the same evaluative significance for all offerors, but rather to tailor them to address unique aspects requiring clarification or revision in each proposal. Therefore, the GAO concluded that the discussions were equal and properly tailored, dismissing Allied Universal’s claim of unequal discussions.
Past Performance Evaluation Was Reasonable
The GAO upheld FPS’s evaluation of Triple Canopy’s past performance, finding it reasonable to consider Centerra’s past performance. The GAO reiterated that evaluating past performance, including relevance and scope, is within the agency’s discretion unless deemed unreasonable, inconsistent with solicitation criteria, or undocumented. Disagreement with the agency’s judgment alone is insufficient to prove improper evaluation. The GAO cited precedent that allows for attributing an affiliate’s past performance to an offeror if the proposal demonstrates that the affiliate’s resources will meaningfully impact contract performance. The critical factor is whether the affiliate’s resources—workforce, management, facilities, etc.—will be relied upon, indicating meaningful involvement.
The GAO found that Triple Canopy’s FPR and discussion responses provided a reasonable basis for FPS to conclude that Centerra’s resources, including key incumbent personnel, would be involved in Triple Canopy’s performance. This justified considering Centerra’s incumbent past performance. The GAO dismissed Allied Universal’s argument that Triple Canopy’s initial omission of the incumbent contract should preclude its consideration, stating that agencies can consider relevant past performance regardless of whether it’s initially submitted by the offeror. Ultimately, the GAO found no basis to question the “highly acceptable” rating for Triple Canopy’s past performance or the SSA’s judgment of its superiority over Allied Universal’s.
Best-Value Tradeoff Was Justified
The GAO also rejected Allied Universal’s challenge to the best-value tradeoff decision. In best-value procurements, source selection authorities are tasked with determining if technical superiority justifies a higher price, a decision governed by rationality and consistency with evaluation criteria. The GAO found ample support for the reasonableness of the SSA’s rationale. The source selection decision memorandum demonstrated a comparative analysis of Triple Canopy and Allied Universal’s proposals against the evaluation factors. The SSA reasonably concluded, as a business judgment, that Triple Canopy’s advantages, though individually slight, provided sufficient benefit to DHS to justify the incrementally higher price. The GAO concluded that the evaluation was reasonable, consistent with the criteria, and provided a sound basis for the SSA’s best-value decision.
Conclusion
The GAO’s decision in the Allied Universal Security Services protest underscores several important principles in government contracting. It reaffirms the agency’s discretion in evaluating past performance and tailoring discussions to the specific circumstances of each offeror. The decision clarifies that considering the past performance of corporate affiliates is permissible when there is demonstrated “meaningful involvement” of the affiliate’s resources in contract performance. Furthermore, it reinforces the rationality standard for best-value tradeoff decisions, emphasizing that source selection authorities can reasonably determine that technical advantages justify a higher price, even if those advantages appear incremental.
For companies like Allied Universal Security Services and Triple Canopy, and indeed all businesses operating in the government contracting space, this case serves as a reminder of the importance of clearly articulating corporate relationships and resource utilization in proposals, especially concerning past performance. It also highlights the deference given to agency evaluation judgments and source selection decisions, provided they are rational, consistent, and well-documented. This GAO decision provides valuable guidance for future procurements and protests, particularly within the security services sector and beyond.
