           In the United States Court of Federal Claims
                                         No. 17-1348C
                            (Filed Under Seal: December 14, 2017)
                          (Reissued for Publication: January 18, 2018)*

*************************************
CENTERRA GROUP, LLC,                *
                                    *
            Plaintiff,              *
                                    *
 v.                                 *
                                    *               Postaward Bid Protest; Cross-Motions for
THE UNITED STATES,                  *               Judgment on the Administrative Record;
                                    *               Standing; Evaluation of Technical and Price
            Defendant,              *               Proposals; Tradeoff Analysis
                                    *
and                                 *
                                    *
SOC LLC,                            *
                                    *
            Defendant-Intervenor.   *
*************************************

Richard J. Webber, Washington, DC, for plaintiff.

Eric E. Laufgraben, United States Department of Justice, Washington, DC, for defendant.

James J. McCullough, Washington, DC, for defendant-intervenor.

                                   OPINION AND ORDER

SWEENEY, Judge

        In this postaward bid protest, plaintiff Centerra Group, LLC (“Centerra”) contends that
the National Nuclear Security Administration (“NNSA”) improperly awarded a contract for
protective force services to defendant-intervenor SOC LLC (“SOC”). Specifically, Centerra


       *
             In a January 12, 2018 joint status report, the parties proposed redactions to this
decision. They agreed on most of the proposed redactions. However, plaintiff and defendant did
not agree with defendant-intervenor’s proposal to redact the term “Corporate Governance
Board.” Because that term is not “protected information” under the protective order, the court
concludes that it should not be redacted. Redactions are indicated with a bracketed ellipsis
(“[. . .]”).
alleges that the NNSA’s evaluation of proposals and subsequent tradeoff decision were flawed.
Before the court are the parties’ cross-motions for judgment on the administrative record. As
explained below, the court denies Centerra’s motion, grants defendant’s motion, and grants in
part and denies in part SOC’s motion.

                                       I. BACKGROUND

                       A. The Solicitation and Submission of Proposals

        The NNSA issued solicitation DE-SOL-0009373 on December 1, 2016, to acquire force
protection services for its Nevada Field Office (“NFO”). Administrative R. (“AR”) 900-01, 959.
According to the solicitation’s Performance Work Statement (“PWS”):

              The primary missions of NNSA/NFO are to support the Stockpile
       Stewardship, Nonproliferation, Counter Terrorism, Strategic Partnership . . . ,
       Radioactive Waste Management, and National Emergency Response programs
       while providing a venue for other national security activities. . . .

               NNSA/NFO is responsible for implementing operational safety and
       security program requirements associated with meeting mission requirements.
       The NNSA/NFO provides a denial strategy to prevent access to nuclear explosive
       devices or prevent removal of Category I special nuclear material but ensures that
       recapture/recovery capabilities continue to exist in the event that a denial strategy
       fails. NNSA/NFO has developed management and operating plans to provide
       adequate protective force protection and physical security systems and barriers
       commensurate with threat guidance documents.

Id. at 959. In furtherance of these requirements, the successful offeror would be required to
perform tasks in five areas: General Management, Protective Force, Technical Security Systems,
Force-on-Force Exercises, and Reports and Deliverables. Id. at 960-74. Of relevance in this
protest, General Management tasks would be performed on a firm-fixed-price basis, and
Protective Force tasks would be performed on a time-and-materials basis.1 Id. at 960, 970. The
NNSA contemplated awarding a contract with an initial term of one year and four one-year
option periods. Id. at 903.

        Pursuant to section L of the solicitation, offerors were to submit separate technical and
price proposals. Id. at 1244. The technical proposal was to contain sections describing the
offeror’s (1) approach and staffing plan, (2) past performance, and (3) small business
participation plan. Id. at 1250-52. The first section of the technical proposal was to include the
following information:


       1
          In a number of the documents included in the administrative record, “firm-fixed price”
is abbreviated as “FFP” and “time and materials” is abbreviated as “T&M.”

                                                -2-
       (A) Approach: The Offeror shall describe its proposed technical approach for
       accomplishing . . . the PWS. As part of the proposed approach, address any
       technical risks associated with performing these requirements and the proposed
       approach to avoid or minimize those technical risks.

               ....

       (B) Staffing Plan: The Offeror shall describe the labor categories and job duties
       of all proposed labor categories to perform the work required by the entire PWS.
       The plan shall also identify the estimated quantity of proposed full-time
       equivalent [(“FTE”) employees] allocated to each labor category for the basic
       period and for each option period as well as in a Staffing Plan Summary (see
       Attachment 11). Additionally, the Offeror shall describe its proposed approach
       for ensuring sufficiency of staffing pool resources to respond promptly to
       problems or program changes. The Offeror shall provide written resumes for the
       personnel who will perform as Key personnel . . . for accomplishing the
       requirements of the PWS.

Id. at 1250. As reflected in the questions and answers incorporated into the solicitation, offerors
were to propose a staffing plan based on the information provided in the solicitation and their
proposed technical approach; the NNSA expressly declined to provide offerors with information
regarding existing staffing beyond what was included in the solicitation. Id. at 1300, 1313, 1315.

       The price proposal, in turn, was to include detailed information concerning labor costs for
the contract’s base period and the four option years. Id. at 1252, 1254. Under the heading
“Overview and General Requirements,” the NNSA provided:

       The Offeror shall identify its proposed prices by completing and submitting the
       Cost Model . . . (see Attachment 23), which accommodates both the FFP and
       T&M requirements. The Offeror shall propose fully-burdened (except for profit
       as discussed above), fixed[] labor rates for all years for the T&M effort as well as
       firm fixed prices, depending on the item number and PWS area. The Cost Model
       includes Government baselined travel and legacy defined benefit pension amounts
       that all offerors shall use in their proposed prices and these are considered
       “material” under the T&M effort. For evaluation purposes, assume the
       Government baselined [Other Direct Cost (“ODC”)] amounts in the Cost Model
       include all direct and indirect costs that shall not be further burdened by Offerors.
       . . . Exclude the Government baselined legacy defined benefit pension plan costs
       from the fringe pool and include them in ODCs.

Id. at 1252; accord id. at 1310 (indicating, in the questions and answers incorporated into the
solicitation, that “[a]ll legacy defined benefit pensions and related costs shall be in ODCs and


                                                -3-
shall not be included in the FFP or the T&M rates”); see also id. at 1274-92 (containing
Attachment 23, the Cost Model). In addition, the NNSA cautioned:

       [U]nreasonably low or high proposed costs or prices may be grounds for
       eliminating a proposal from consideration on the basis that the Offeror does not
       understand the requirements, has made a mistake, or has made an unreasonable
       offer. If estimated costs/prices to perform the proposed effort have been
       decreased due to efficiencies or management decision, provide complete rationale
       for the reduction. The burden of proof for credibility of proposed costs/prices
       rests with the Offeror.

Id. at 1253.

       Then, under the heading “Specific Cost/Price Requirements,” the NNSA provided the
following pertinent instructions:

       (2) Offerors shall propose prices based on the PWS . . . , the Informational
       Staffing Schedule (see Attachment 17), and the price proposal instructions
       contained herein. . . .

       (3) The Offeror shall address the basis of estimate to support the proposed hours.
       A description of how the quantity and mix of labor hours were estimated shall be
       provided. The Offeror shall identify the basis for the proposed labor rates and
       explain how the rates are adjusted (e.g., blended rates, weighted averages, etc.), if
       applicable, to arrive at the proposed rates. Clearly identify and explain the basis
       for any annual escalation factors employed.

       (4) The Offeror shall indicate the total number of [Direct Productive Labor Hours
       (“DPLH”)] estimated per year for one [FTE] employee. The Offeror shall
       demonstrate how its DPLH is calculated by identifying the number of annual
       hours estimated for each type of non-productive time such as vacation, holiday,
       sick leave, administrative leave, and other types of non-direct charged activities in
       accordance with its current compensation policies.

Id. at 1254; see also id. at 1262-63 (containing Attachment 17, the Informational Staffing
Schedule, a document that includes a list of positions and the number of personnel at each
position, and also includes the following remark: “This generic Staffing Schedule is for
informational purposes only and identifies the positions directly engaged in ProForce or Security
Systems work. The offerors are expected to propose staffing in accordance with their technical
approach based on the work identified in the [PWS].”).

       In section M of the solicitation, the NNSA described how it planned to evaluate the
proposals. Id. at 1259-61. With respect to the evaluation process in general, the NNSA advised


                                                -4-
that it intended to award the contract “without discussions,” but reserved the right to conduct
discussions if later deemed necessary. Id. at 1259. It further advised:

       Exceptions or deviations to any terms and conditions alone will not render the
       proposal unacceptable; however, any exceptions or deviations to the terms of the
       solicitation may make the proposal unacceptable for award without discussions.
       If an Offeror proposes exceptions to the terms and conditions of the contract, the
       Government may make an award without discussions to another Offeror that did
       not take exception to the terms and conditions of the solicitation.

Id.

        Then, with respect to the substance of the evaluations, the NNSA stated that it intended to
award the contract to the offeror with the proposal “determined to be the best value and most
advantageous to the Government, based on four factors (in descending order of importance)”:
(1) Approach and Staffing Plan, (2) Past Performance, (3) Small Business Participation Plan, and
(4) Price. Id. at 1260. Specifically, with respect to the factors at issue in this protest, the NNSA
advised:

       Criterion 1 - Approach and Staffing Plan

                 In evaluating Criterion 1, the Government will evaluate Offerors[’]
       responses to Approach and Staffing Plans. These are equal in weight, and will not
       . . . receive individual ratings. . . .

               (i) Approach: The Government will evaluate the information provided by
               the Offeror . . . to . . . assess (i) the Offeror’s understanding of the
               requirements; and (ii) the completeness and feasibility of the proposed
               technical approach. Additionally, the Government will evaluate the extent
               to which the Offeror’s responses demonstrate an understanding of relevant
               technical risks as well as the completeness and feasibility of the Offeror’s
               approach to avoid or minimize those risks.

               (ii) Staffing Plan: The Government will evaluate the information
               provided by the Offeror . . . to assess whether the Offeror has proposed a
               sufficient level of staffing and mix of skills throughout contract
               performance. The Government will evaluate whether key personnel have
               the relevant qualifications, education, and experience necessary to
               effectively execute the duties and responsibilities for their proposed
               positions considering the work required in the PWS. . . .

               ....



                                                -5-
       Criterion 4 - Price

               The price proposal will not be rated, but will be used in determining the
       best value to the Government . . . . The total evaluated price will be analyzed in
       accordance with [Federal Acquisition Regulation (“FAR”)] 15.404 to determine
       reasonableness and balanced pricing. The total evaluated price is the sum total of
       the proposed fixed prices and cost estimates for the Base Period and Option
       Periods, to include the Government baselined [ODCs], and the Government’s
       calculated price for the six-month Option to Extend Services period. A significant
       cost/price deficiency or weakness that may cause the proposal to be rejected is
       defined as an aspect of the Price Proposal that is lacking in reasonableness, and
       the correction of which would cause a material alteration or revision of the
       Offeror’s price proposal. An unreasonable, or unbalanced price proposal may
       adversely affect the Offeror’s rating. Pursuant to FAR 15.404, the following will
       be evaluated:

              (1) Reasonableness. The total evaluated price, including all elements
              thereof, will be used to evaluate reasonableness. The price proposal will
              be evaluated to determine the appropriateness of the underlying
              assumptions and estimating techniques used to generate the proposed
              costs/prices and the consistency of those assumptions and techniques with
              the proposed accomplishment of the required work. The Government may
              use any of the cost or price analysis techniques specified in FAR 15.404 to
              determine reasonableness.

              (2) Balanced Pricing. In accordance with FAR . . . 15.404-1(g), the
              Government will analyze the proposed Item and annual pricing for balance
              and may reject a proposal if the contracting officer determines that the lack
              of balance poses an unacceptable risk to the Government.

Id. at 1260-61; see also id. at 4-5 (providing no indication in the NNSA’s Source Evaluation Plan
that the NNSA would refer to an offeror’s price proposal when evaluating its technical proposal).
Finally, the NNSA advised:

                In selecting the best value, the Government is more concerned with
       obtaining a superior Technical Proposal (Criterion 1-3) than making an award at
       the lowest evaluated price, and, accordingly, when combined, the three non-price
       criteria are significantly more important than price. However, the Government
       will not make an award at a price premium it considers disproportionate to the
       benefits associated with the evaluated superiority of one Technical Proposal over
       another. Thus, to the extent that Offerors’ Technical Proposals are evaluated as




                                               -6-
       close or similar in merit, the evaluated price is more likely to be a determining
       factor.

Id. at 1260.

        The deadline for submitting proposals to the NNSA was January 18, 2017. Id. at 1249.
Timely proposals were submitted by two offerors: Centerra, the incumbent contractor, and SOC.
Id. at 3592. See generally id. at 1532-2385 (Centerra proposal), 2386-879 (SOC proposal).

                             B. Evaluation of Technical Proposals

        The technical proposals were evaluated by a three-member Integrated Project Team
(“IPT”). Id. at 3590, 3601. With respect to Criterion 1 (Approach and Staffing Plan), the IPT (1)
identified each proposals’ significant strengths, strengths, weaknesses, significant weaknesses,
and deficiencies, and (2) assigned each proposal one of four possible adjectival
ratings–Excellent, Good, Satisfactory, or Less Than Satisfactory. Id. at 3594; see also id. at 6
(noting that a Good rating meant that “[t]he requirements [were] addressed in a comprehensive
manner normally evidenced by strengths that outweigh[ed] any weaknesses and a high
probability of successful contract performance with a moderate degree of risk,” and that a
Satisfactory rating meant that “[t]he requirements [were] addressed in an acceptable manner
normally evidenced by strengths and weaknesses that [were] generally offsetting and a
reasonable probability of successful contract performance with a moderate degree of risk”).

        Upon reviewing Centerra’s proposal under Criterion 1, the IPT identified one significant
strength, three strengths, and one weakness for the Approach element of the criterion, and two
significant strengths, one strength, and two weaknesses for the Staffing Plan element of the
criterion. Id. at 3610. In its narrative evaluation, the IPT provided, in relevant part:

       Evaluation of (A) Technical Approach

               ....

               Centerra’s approach . . . is similar to how [it is] currently operating. . . .
       The feasibility of Centerra’s approach is, to an extent, demonstrated by Centerra’s
       implementation of this approach at the NFO for over 51 years . . . . Centerra’s
       approach, combined with the demonstrated feasibility of its approach, represents a
       significant benefit to the Government, as it appreciably increases the potential of
       successful contract performance; thus, it is a SIGN[I]FICANT STRENGTH.

               ....




                                                -7-
       Evaluation of (B) Staffing Plan

              ....

                As compared to [Request for Proposal (“RFP”)] Attachment 17,
       Centerra’s staffing plan added four new labor categories pertaining to Protective
       Force: [. . .]. There are a significant number of positions that, when compare[d]
       to the [Independent Government Cost Estimate], are assigned titles of “manager”
       or “director,” giving the appearance of a “top-heavy” organization. There are
       additional labor categories identified by the [subject matter experts] evaluating the
       staffing plan that appear to be of a greater number than what would be required to
       accomplish the tasks. . . .

                Centerra identifies a Classification Officer position as required in the PWS
       . . . . However, the description of duties for this position do[es] not indicate a full
       understanding of the duties of a Classification Officer in accordance with [United
       States Department of Energy] orders or as described in the PWS. Centerra
       proposes a collateral assignment of the Classification Officer as [. . .] support.
       The Government is concerned with one individual supporting both roles as this is
       likely to be an insufficient level of staffing to successfully perform the related
       aspects of the PWS and represents a WEAKNESS.

              ....

              [With respect to the Director of Technical Services position, the proposed
       individual’s] extremely limited educational and management experience[]
       increases the risk of unsuccessful contract performance, and is a WEAKNESS.

              ....

              Overall, the Centerra staffing plan is viable for successful contract
       performance.

Id. at 3601-10. In sum, the IPT concluded:

               Except in the one instance noted, Centerra’s technical approaches
       demonstrated that Centerra had a comprehensive understanding of the
       requirements and relevant technical risks in the evaluated categories, and
       presented feasible performance approaches and risk mitigation strategies.
       Centerra’s staffing plan appeared to present a sufficient level of staffing and mix
       of skills (with one exception). . . .

              ....


                                                 -8-
               Centerra’s proposal[] included beneficial aspects in both its Approach and
       Key Personnel, as indicated by its Significant Strengths and Strengths. These
       aspects of its proposal outweighed its three assigned Weaknesses. NNSA notes
       that the role of Classification Officer was not required to be handled by one
       distinct person, but NNSA has determined that this collateral assignment carries
       some risk that the individual may encounter obstacles to fully perform his or her
       duties. Of more concern is [a specified individual’s] lack of qualifications,
       education, and experience for his proposed role as the Director of Technical
       Services. However, the IPT is hopeful that Centerra’s strong Program Manager
       and Deputy Program Manager could moderate the risk posed by [this individual’s]
       lack of qualifications, education, and experience. As such, Centerra’s Approach
       and Staffing Plan[] was considered to have a moderate degree of risk with
       Significant Strengths and Strengths that outweighed the three, identified
       weaknesses; therefore, it[] was rated: GOOD.

Id. at 3610-11.

        Then, upon reviewing SOC’s proposal on Criterion 1, the IPT identified one significant
strength and seven strengths for the Approach element of the criterion, and three significant
strengths, one strength, and four weaknesses for the Staffing Plan element of the criterion. Id. at
3626. In its narrative evaluation, the IPT provided, in relevant part:

       Evaluation of (B) Staffing Plan

                The SOC Staffing Plan provides a lean organization structure that
       demonstrates a distinct chain of command that should ensure clear lines of
       communication throughout the organization structure up to the General Manager
       . . . . The RFP included Attachment 17, Informational Staffing Plan which, based
       on analysis of the proposal, SOC followed for the assignment of personnel. The
       SOC staffing plan notes during any absence of the General Manager, the [. . .] will
       act in his place.

              SOC proposes to have the ProForce [. . .] also serve as the [. . .] . . . . The
       wide range of responsibilities associated with both positions may make this
       dual-hatted arrangement difficult to accomplish safely and effectively. . . . This is
       an important PWS function, and the collateral assignment may increase
       performance risk, thus it is a WEAKNESS.

                  ....

                The position of Classification Officer, as stated in the PWS . . . , was
       initially projected by NNSA to be a stand-alone assignment. SOC has the duties
       of the Classification Officer as a collateral assignment to the Information Security


                                                -9-
       Manager, who also has responsibility for [. . .]. This is an important PWS
       function, and collaterally assigning it may increase performance risk, and thus it is
       a WEAKNESS.

               . . . SOC’s staffing plan does not include a designated standalone [. . .]
       position (it seems to be collaterally assigned to the [. . .] . . . . This is an important
       PWS function, and collaterally assigning it may increase performance risk, thus, it
       is a WEAKNESS.

               . . . SOC’s proposal identified the Lieutenant positions as [. . .], but did
       not specifically identify their role as [. . .] . . . . This is an important function, and
       collaterally assigning it may increase performance risk, thus, it is a WEAKNESS.

               The SOC technical proposal identified the estimated labor categories,
       FTEs, and description of job duties performed by each position . . . . The proposal
       also adequately identified DPLH hours for each FTE and how those hours were
       calculated for each respective position . . . .

               SOC’s approach also included the support of a Corporate Governance
       Board . . . . This capability provides a strong leadership and oversight capability
       and is [. . .] at no additional cost to the Government . . . . This is a STRENGTH
       because it is a benefit to the Government and increases the potential of successful
       contract performance.

               SOC provided a detailed approach to ensuring sufficiency of staffing pool
       resources and its ability to respond promptly to problems, short-term emergency
       operations, and project-specific short term staffing as well as special requests for
       added security from NFO or NFO contractors for programs or missions. A
       work-flow chart was provided . . . describing SOC’s process which it[] use[s] at
       its other contract sites. . . . This aspect of the proposal is well supported and
       documented, and demonstrates that SOC has a viable plan to ensure appropriate
       levels of staffing a[nd] mixes of labor throughout contract performance.

               Analysis of the identified labor categories (other than those noted above)
       demonstrates an understanding of the work scope and appear[s] to provide an
       adequate mix of skills . . . . Overall, despite the added risks associated with its
       leaner (in some areas) staffing plan, SOC’s staffing approach delineated a
       sufficient level of staffing and mix of skills throughout contract performance
       (with the four exceptions noted above).

Id. at 3622-23. In sum, the IPT concluded:




                                                  -10-
               SOC’s technical approaches demonstrated that SOC had a comprehensive
       understanding of the requirements and relevant technical risks in the evaluated
       categories, and presented feasible performance approaches and risk mitigation
       strategies. While SOC’s staffing plan presented sufficient levels of staffing and
       mix of skills in many areas, there were four instances where it was unclear to the
       IPT that sufficient staffing had been proposed. . . .

               ....

               SOC’s proposal, as reflected by three of the Significant Strengths,
       included the use of highly qualified key personnel . . . . This use of strong key
       persons, combined with numerous strengths for innovative aspects of its technical
       approach, outweighed the four weaknesses associated, generally, with the
       assignment of multiple roles (which NNSA had anticipated as requiring distinct
       personnel) to one person. NNSA notes that none of the roles collaterally assigned
       to individuals are required to be handled by distinct personnel, but NNSA has
       determined that this collateral assignment carries some risk that an individual may
       encounter obstacles to fully perform his or her assignments. However, the IPT
       anticipates that should SOC encounter overburdened individuals (whether for the
       noted roles or otherwise), SOC’s management team would properly reallocate
       workload and/or utilize its Corporate Governance Board to determine solutions.
       As such, SOC’s Approach and Staffing Plan was considered to have a moderate
       degree of risk, with Significant Strengths and Strengths that outweighed the four,
       identified Weaknesses; therefore, it was rated: GOOD.

Id. at 3626-27; see also id. at 2629 (indicating, in SOC’s proposal, that one of the “two principal
roles” for SOC’s Corporate Governance Board was to “provide full corporate reachback for
whatever additional resources are required”), 2660 (indicating, in SOC’s proposal, that the
Corporate Governance Board would “provide[] the [General Manager] with direct access to
executive managers from the SOC Team . . . for infusion of expertise, personnel, or funds to
resolve program challenges or address contingencies”).

        Next, with respect to Criterion 2 (Past Performance), the IPT (1) identified each
proposals’ significant strengths, strengths, weaknesses, significant weaknesses, and deficiencies,
and (2) assigned each proposal one of five possible adjectival ratings–Excellent, Good,
Satisfactory, Less Than Satisfactory, or Neutral. Id. at 3595-96. The IPT assigned an Excellent
rating to Centerra’s proposal, id. at 3611, 3615, and a Good rating to SOC’s proposal, id. at 3627,
3629.

        Finally, with respect to Criterion 3 (Small Business Participation Plan), the IPT assigned
each proposal one of three possible adjectival ratings–Excellent, Satisfactory, or Less Than
Satisfactory. Id. at 3597. The IPT assigned an Excellent rating to Centerra’s proposal, id. at
3615-16, and a Satisfactory rating to SOC’s proposal, id. at 3629-30.


                                                -11-
                                   C. Evaluation of Price Proposals

        The IPT also evaluated the offerors’ price proposals. Id. at 3632. First, it
summarized–and calculated the differences between–the prices and DPLH proposed by the
offerors:2

       Offeror Pricing and Total Evaluated Price
               PWS Area                                                      DELTA          DELTA
            (Contract Type)        CENTERRA                 SOC                $              %
           A: General Mgt.                 [. . .]                [. . .]         [. . .]     [. . .]
           (FFP)
           B: Protective Force             [. . .]                [. . .]         [. . .]     [. . .]
           (T&M)
           C: Tech. Security               [. . .]                [. . .]         [. . .]     [. . .]
           Systems (T&M)
           D: Force-on-Force               [. . .]                [. . .]         [. . .]     [. . .]
           (T&M)
                        Subtotal           [. . .]                [. . .]         [. . .]     [. . .]
           Baselined Travel             500,000              500,000                  0       0.0%
           Baselined Legacy          14,500,000         14,500,000                    0       0.0%
           Pensions
           Proposed                        [. . .]                [. . .]         [. . .]     [. . .]
           Transition
               Total Proposed $249,976,900            $202,942,951          $47,033,949      23.2%
                        Price
           Opt to Ext Svcs           24,455,101         19,130,496           5,324,605       27.8%
           Labor
           Opt to Ext Svcs            1,500,000             1,500,000                 0       0.0%
           Baselines
            Total Evaluated $275,932,001 $223,573,447 $52,358,554                  23.4%
                       Price
       Notes: . . . Delta $ = Centerra - SOC. Delta % = (Centerra / SOC) - 1. The
       Option to Extend Services dollars were calculated by the Government . . . .

       2
           The three tables that follow are reproduced from the IPT’s report.

                                                     -12-
       Proposed Prices Based on Element
                                                             Delta           Delta        % of
         Element        CENTERRA             SOC               $              %           Total
        Wages                   [. . .]           [. . .]         [. . .]      [. . .]     [. . .]
        Indirect                [. . .]           [. . .]         [. . .]      [. . .]     [. . .]
        Costs
        Baselined               [. . .]           [. . .]         [. . .]      [. . .]     [. . .]
        ODCs
        Transition              [. . .]           [. . .]         [. . .]      [. . .]     [. . .]
        Profit                  [. . .]           [. . .]         [. . .]      [. . .]     [. . .]
        Total         $249,976,900 $202,942,951 $47,033,949 23.2% 100.0%
        Price
       Notes: Delta $ = Centerra - SOC, Delta % = (Centerra / SOC) - 1, % of Total =
       the percent of the Delta $ . . . the element represent[s] (e.g., approximately [. . .]%
       of the $47,033,949 delta is due to differences in proposed wages).

       Proposed Direct Productive Labor Hours (DPLH)
               PWS Area                                                     DELTA        DELTA
             (Contract Type)              CENTERRA          SOC             DPLH           %
        A: General Mgt. (FFP)                     [. . .]       [. . .]       [. . .]      [. . .]
        B: Protective Force                       [. . .]       [. . .]       [. . .]      [. . .]
        (T&M)
        C: Tech. Security Systems                 [. . .]       [. . .]       [. . .]      [. . .]
        (T&M)
        D: Force-on-Force (T&M)                   [. . .]       [. . .]       [. . .]      [. . .]
                            Subtotal              [. . .]       [. . .]       [. . .]      [. . .]
        Opt to Ext Svcs Labor                     [. . .]       [. . .]       [. . .]      [. . .]
        Total Evaluated DPLH                  [. . .]       [. . .]   [. . .]    [. . .]
       Notes: Delta DPLH = Centerra - SOC. Delta % = (Centerra / SOC) - 1. The
       Option to Extend Services labor hours were calculated by the Government . . . .

Id. at 3633-34, 3639.


                                                -13-
         Next, the IPT described certain statements and assumptions made by the offerors in their
price proposals. Id. at 3635-38. Relevant to this protest, the IPT noted Centerra’s assumption
that it would require equitable adjustments, both at the start of and during contract performance,
to move defined benefit plan costs for certain employees from the ODC “baselined amount” to
either the firm-fixed-price or the time-and-materials rates. Id. at 3635-36. The IPT commented:

       The proposed RFP award is a hybrid where the type is either firm-fixed-price
       (FFP) or T&M dependent upon the [PWS] area. The Government can change the
       baselined amounts during performance as necessary, but the proposed T&M rates
       and firm fixed price effort are set at award. If Centerra’s approach will require the
       removal of certain labor from the Legacy Defined Benefit Plan, then it should
       have priced those affected T&M labor rates, or FFP areas, accordingly in its
       proposal and should not have conditioned its price on contract changes upon
       award. Moreover, as new employees are hired, the Government will reimburse
       the awardee based on the T&M rates set at contract award. Centerra’s assumption
       is not consistent with the RFP terms and conditions, and constitutes a condition on
       a firm-fixed-price requirement. Thus it constitutes an exception to the RFP
       requirements.

Id. at 3636.

       After addressing the offerors’ statements and assumptions, the IPT compared the prices
proposed by the offerors. Initially, it offered a general comparison:

       Although the proposed prices are materially different at 23.2% at the bottom-line
       price, the prices are reasonable for the specific proposed approaches. Being the
       incumbent contractor, Centerra’s proposed approach generally follows its current
       concept of operations. By contrast, SOC was aggressive in its pricing, preferring
       to demonstrate best value to the Government with a combination of PWS
       performance and lean affordability.

Id. at 3640. It then made a more detailed comparison “that reveal[ed] the drivers of the price
differences”:

                 (1) Labor: Centerra[’s] proposed labor is approximately [. . .]% higher
       than that proposed by SOC; however, the differences by PWS area are dramatic.
       For the General Management area of the PWS, . . . Centerra proposed [. . .]%
       ([. . .]) more hours than SOC at a price that is [. . .]% ($[. . .]) higher. However,
       for all other areas (Protective Force, Technical Security Systems, Force-on-Force)
       of the PWS, Centerra had only [. . .]% ([. . .]) more hours, but at a price that is
       [. . .]% ($[. . .]) higher. Centerra proposed a [. . .]% escalation for all non-union
       and non-uniformed personnel, and complied with the Collective Bargaining
       Agreement (CBA) for covered employees. . . . SOC complied with the existing


                                               -14-
       CBA escalation for covered employees . . . . SOC did not propose [. . .] for
       Service Contract Act . . . and exempt labor. In its [price] proposal, . . . SOC
       states:

                [. . .]

               (2) Indirect Cost[s]: Centerra proposed indirect costs that are
       approximately [. . .]% ($[. . .]) higher than SOC which represent almost [. . .]% of
       the proposed bottom-line price difference. Since the Government expected
       adequate price competition, a further breakout of indirect costs (Fringe, labor
       overhead, G&A) was not requested. It is noted, however, that both Offerors
       specified in their [price] proposals that their hourly rates for covered employees
       include all requirements to include starting pay, wages, health and welfare,
       qualification pay, bonus/incentive allowances and any/all other requirements for
       compliance.

              (3) Other Direct Costs: Both Offerors proposed the Government
       baselined ODCs as required in the RFP.

               (4) Transition: Centerra proposed [. . .] and SOC [. . .] transition costs.

                (5) Profit: The Offerors proposed significantly different approaches to
       profit. Centerra’s proposed profit is approximately [. . .] times higher than that
       proposed by SOC. Centerra proposed a firm fixed price (FFP) profit rate of
       [. . .]% and a T&M profit rate of [. . .]%. SOC proposed a [. . .]% profit rate for
       the first year (both FFP and T&M) and a [. . .]% profit rate for all years thereafter.
       The different approaches represent a bottom-line delta of $[. . .], where Centerra is
       significantly higher than SOC. The difference in profit represents approximately
       [. . .]% of the proposed delta between the bottom-line positions.

               As demonstrated above, the bottom-line difference between the proposed
       positions is material, but both proposed offers are reasonable for the specific
       proposed approaches. Centerra has chosen a technical and pricing approach that
       is generally consistent with its current concept of operations, while SOC addresses
       the technical requirements of the RFP and endeavors to reduce costs to the
       Government by proposing a reduced management structure and lower indirect and
       profit rates.

Id. at 3640-41; see also id. at 17-18 (addressing, in the NNSA’s Acquisition Plan, the projected
cost of the contract, and remarking that “[t]he projected cost . . . is based on current negotiated
labor rates, with an escalation factor of 0% to 2.5% being applied to each year”). The IPT
concluded that both offerors proposed reasonable and balanced prices. Id. at 3643.



                                                -15-
                                D. The Source Selection Decision

       The IPT provided its findings to the Source Selection Authority (“SSA”) in a May 1,
2017 report, id. at 3590, and during a May 8, 2017 presentation, id. at 3700. The SSA then
prepared a Source Selection Decision Document. Id. at 3721-27. In that document, the SSA first
noted his agreement with the IPT’s findings:

              As the SSA, I am satisfied that the IPT’s evaluation of proposals was
       rigorous, thorough, and compliant with the established evaluation criteria, the
       Source Evaluation Plan, and applicable laws and regulations. After a close and
       thorough examination of the comprehensive IPT report, I agree with the IPT’s
       technical ratings and price evaluations.

Id. at 3723. Then, after remarking that “SOC had the lowest evaluated price, by over $52
million,” while “the IPT’s evaluation suggest[ed] that in some respects, Centerra’s proposal was
more advantageous” under the Past Performance and Small Business Subcontracting Plan
criteria, the SSA engaged in a detailed review of the two proposals. Id. With respect to the
offerors’ proposed staffing plans and Criterion 1 overall, the SSA noted:

               Both Offerors provided staffing approaches that, while differing in their
       distribution and assignment of personnel, generally propose sufficient staffing and
       skill mixes. While both Centerra and SOC received a weakness for not
       demonstrating a complete understanding of the duties of the classification officer
       position, and for assigning dual-hat responsibilities that could potentially increase
       the performance risk, SOC received three additional weaknesses related to its
       staffing plan. The IPT noted its concerns with SOC’s approach in which it
       dual-hatted the [. . .], did not assign a dedicated [. . .], and did not have a full-time
       dedicated [. . .] (it distributed responsibilities across more than one person).
       However, SOC received a strength for including the support of a Corporate
       Governance Board for leadership and oversight capability at no additional cost to
       the Government.

               ....

               For Criterion 1, even though SOC has a higher total of significant
       strengths, strengths, and weaknesses; I agree with the IPT and find that Centerra
       and SOC both merit ratings of “Good.” Though each has distinct advantages (and
       disadvantages), overall, I find the two proposals to present a substantially similar
       range of benefits (outweighing each proposals identified weaknesses) to the
       Government.

Id. at 3725. And, with respect to the offerors’ proposed prices, the SSA noted:



                                                 -16-
                Although the proposed prices are materially different (23.4% of the
       evaluated price), the prices are reasonable for the respective proposed approaches.
       Being the incumbent contractor, Centerra’s proposed approach generally follows
       its current concept of operations. By contrast, SOC appeared more aggressive in
       its pricing, preferring to demonstrate best value to the Government with a
       combination of PWS performance and lean affordability. This is not the only
       reason for the price difference. As noted in . . . the IPT report, Centerra proposed
       indirect costs that are approximately $[. . .], or [. . .]%, higher than SOC’s which
       represents almost [. . .]% of the difference in the proposed price. In addition, the
       Offerors proposed significantly different approaches to profit. Centerra’s
       proposed profit is approximately $[. . .], or [. . .]%, higher than that profit
       proposed by SOC. The difference in profit represents approximately [. . .]% of
       the difference in the proposed price. I, as the SSA, agree with the assessment of
       the variance between Centerra and SOC based on the price analysis described
       above. Overall, I find that the proposed pricing is reasonable and balanced (with
       no evidence of unbalanced pricing).

               Additionally, I note that during the pricing evaluation, the IPT identified
       that Centerra took exception to a firm-fixed-price aspect of the RFP. Centerra
       identified that “[a]t contract start, [it would] require an equitable adjustment,” to
       relocate benefit costs from the other direct cost baselined amount to “the Firm
       Fixed Price or T&M rates.” Though labeled only as an assumption, it conditioned
       performance on the Government granting it the ability to raise fixed prices and
       labor rates. In my opinion, this condition would need to be resolved through
       discussions.3

Id. at 3726-27 (footnote added).

       Finally, the SSA performed a tradeoff analysis to reach his source selection decision:

       Based on the IPT’s analysis and my independent judgment in comparing the
       proposals in terms of Approach and Staffing Plan (Criterion 1), Past Performance
       (Criterion 2), and Small Business Participation Plan (Criterion 3), I find that the
       benefits associated with Centerra’s proposal (primarily in the form of past
       performance and proposed small business participation) compared to SOC’s
       proposal do not justify the additional $52 million price premium.

              With regard to Criterion 1, both Offerors had similar levels of benefits to
       the Government: a few key personnel with strong experiences, and beneficial
       (though different) approaches. As both Offerors provided viable approaches with
       some weaknesses that were outweighed by respective benefits, this Criterion was


       3
           The NNSA had not conducted discussions with the offerors. AR 3702.

                                               -17-
       not, in-and-of-itself, a discriminating factor in favor of one Offeror over the other.
       The primary discriminating non-price factors were associated with the level of
       confidence associated with the difference in past performance depth and proposed
       use of small businesses. Under both Criteria 2 and 3, Centerra’s proposal
       presented more beneficial aspects than did SOC’s. These benefits were, in
       essence: (a) a slightly higher evaluated probability that Centerra could
       successfully perform the PWS requirements; and (b) a more significant
       opportunity for the use of small businesses (which would count toward NNSA’s
       overall goals to provide work to small business entities). The evaluation of
       SOC’s proposal under Criteria 2 and 3[] yielded evidence of Good past
       performance history and moderate opportunities for small businesses. Those
       slight differences aside, I believe either Offeror is capable of ensuring effective
       and efficient contract performance.

               I acknowledge that [the solicitation] states, “. . . when combined, the three
       non-price criteria are significantly more important than price.” However, it also
       identifies that, “the Government will not make an award at a price premium it
       considers disproportionate to the benefits associated with the evaluated superiority
       of one Technical Proposal over another.”

                The price premium associated with Centerra’s proposal is not justified by
       the evaluated superiority of Centerra in relation to Criteria 2 and 3. Under the
       most important non-price factor, Approach and Staffing Plan, both Centerra and
       SOC were evaluated to present similarly beneficial (though different) technical
       approaches and staffing plans. As such, should Centerra receive the award, the
       Government would be paying a 23% price premium for a slightly higher
       probability of successful performance and a greater use of small businesses.
       Under no circumstances are these advantages worth the 23% price premium (or
       $52 million over the potential contract performance period). Therefore, even if
       Centerra’s exception (noted . . . above) was somehow resolved or deemed
       immaterial, it is not in the best interest of the Government, nor in line with the
       stated evaluation criteria for trade-off, to issue an award to Centerra at the
       proposed 23% price premium. As stated above, SOC’s proposal demonstrated
       that it was more than capable of performing the work, and would, in my judgment,
       provide performance and benefits proportionate to its evaluated price.

Id. at 3727; see also id. at 3806 (reflecting that the NNSA advised Centerra during its debriefing
that the SSA made the following determinations: (1) Centerra’s exception was “something that
would need to be resolved through discussions in order to make Centerra eligible for award,” and
(2) “even if the exception was somehow resolved or deemed immaterial, SOC’s proposal
represented the best value to the Government”). The SSA concluded:




                                                -18-
               In accordance with the RFP, considering the IPT evaluation, and using my
       independent review and judgment, I find that SOC’s proposal represents the best
       value to the Government. Therefore, I have selected SOC for award of the
       “Protective Force Services” contract to support the NNSA [NFO].

Id. at 3727.

                               E. Contract Award and Debriefing

       On May 30, 2017, the NNSA notified both offerors that it had awarded the contract to
SOC. Id. at 3728-30, 3779-81. It then provided a written debriefing to both offerors on June 8,
2017. Id. at 3798-812.

                                      F. Procedural History

       Four days after its debriefing, Centerra lodged a protest with the Government
Accountability Office (“GAO”). Id. at 3814. It then lodged a supplemental protest with the
GAO on July 24, 2017. Id. at 3950. The GAO denied Centerra’s protests on September 21,
2017. Id. at 4068.

         Six days later, on September 27, 2017, Centerra filed the instant protest. In its complaint,
it alleges that the NNSA (1) improperly evaluated SOC’s staffing plan, (2) improperly evaluated
the proposals on the Price criterion, and (3) erred in its tradeoff decision. Pursuant to a schedule
proposed by the parties, briefing on cross-motions for judgment on the administrative record
concluded on December 6, 2017, and the court heard argument on December 13, 2017.4

                                        II. DISCUSSION

        In ruling on motions for judgment on the administrative record pursuant to Rule 52.1(c)
of the Rules of the United States Court of Federal Claims, “the court asks whether, given all the
disputed and undisputed facts, a party has met its burden of proof based on the evidence in the
record.” A & D Fire Prot., Inc. v. United States, 72 Fed. Cl. 126, 131 (2006) (citing Bannum,
Inc. v. United States, 404 F.3d 1346, 1356 (Fed. Cir. 2005)). Because the court makes “factual
findings . . . from the record evidence,” judgment on the administrative record “is properly
understood as intending to provide for an expedited trial on the administrative record.” Bannum,
Inc., 404 F.3d at 1356.




       4
         During the initial status conference, defense counsel represented that the NNSA had
agreed to stay performance of the contract awarded to SOC during this protest.

                                                -19-
                               A. Centerra’s Standing to Protest

        The United States Court of Federal Claims (“Court of Federal Claims”) possesses
“jurisdiction to render judgment on an action by an interested party objecting to . . . the award of
a contract or any alleged violation of statute or regulation in connection with a procurement or a
proposed procurement,” 28 U.S.C. § 1491(b)(1) (2012), and may “award any relief that the court
considers proper, including declaratory and injunctive relief except that any monetary relief shall
be limited to bid preparation and proposal costs,” id. § 1491(b)(2). In its cross-motion for
judgment on the administrative record, SOC argues, as a threshold matter, that Centerra is not an
interested party and therefore lacks standing to protest the NNSA’s contract award. Centerra, of
course, disagrees.5

                                        1. Legal Standard

        “[T]he question of standing is whether the litigant is entitled to have the court decide the
merits of the dispute or of particular issues.” Warth v. Seldin, 422 U.S. 490, 498 (1975).
“Traditional standing analysis invokes the ‘case or controversy’ requirement of Article III of the
Constitution.” Sys. Application & Techs., Inc. v. United States, 691 F.3d 1374, 1382 (Fed. Cir.
2012). However, in bid protests, standing “is framed by 28 U.S.C. § 1491(b)(1), which . . .
imposes more stringent standing requirements than Article III.” Weeks Marine, Inc. v. United
States, 575 F.3d 1352, 1359 (Fed. Cir. 2009). As noted above, under 28 U.S.C. § 1491(b)(1), bid
protests may only be brought by “interested parties.” The term “interested party” is construed in
accordance with the Competition in Contracting Act of 1984 and, accordingly, “standing under
§ 1491(b)(1) is limited to actual or prospective bidders or offerors whose direct economic interest
would be affected by the award of the contract or by failure to award the contract.” Am. Fed’n of
Gov’t Emps. v. United States, 258 F.3d 1294, 1302 (Fed. Cir. 2001) (citing 31 U.S.C.
§ 3551(2)(A) (2000)); see also Info. Tech. & Applications Corp. v. United States, 316 F.3d 1312,
1319 (Fed. Cir. 2003) (interpreting this standard as requiring a protestor to show that it was an
interested party prejudiced by the procuring agency’s action and holding that “because the
question of prejudice goes directly to the question of standing, the prejudice issue must be
reached before addressing the merits”); Myers Investigative & Sec. Servs., Inc. v. United States,
275 F.3d 1366, 1370 (Fed. Cir. 2002) (defining “prejudice” as “injury”). Therefore, a party
lodging a protest must establish that it “(1) is an actual or prospective bidder, and (2) possesses
the requisite direct economic interest.” Rex Serv. Corp. v. United States, 448 F.3d 1305, 1307
(Fed. Cir. 2006); see also Lujan v. Defs. of Wildlife, 504 U.S. 555, 561 (1992) (noting that the
burden of establishing standing is on “[t]he party invoking federal jurisdiction”).


       5
          Defendant did not raise the issue of Centerra’s standing to protest in either its cross-
motion or its reply in support of its cross-motion. Nor did defendant provide any indication that
it supported SOC’s contention that Centerra lacks standing to protest. However, when queried
during oral argument regarding defendant’s legal position on the issue, defense counsel stated
that based on the specific facts and circumstances of this case, it does not take the position that
Centerra lacks standing to protest.

                                                -20-
                             2. Centerra Has Standing to Protest

        Conceding, as it must, that Centerra was an actual offeror in the procurement at issue,
SOC’s standing argument pertains only to whether Centerra has a direct economic interest in the
award of the contract. To prove that it possesses a direct economic interest, a protestor must
show that it had a “substantial chance” of being awarded the contract. Rex Serv. Corp., 448 F.3d
at 1307; see also Impresa Construzioni Geom. Domenico Garufi v. United States, 238 F.3d 1324,
1334 (Fed. Cir. 2001) (noting that a protestor who could not be awarded the contract if its protest
was successful–because it “did not submit a proposal,” “withdrew from the procurement,” or
“rated below second”–lacks an “economic interest in the outcome” of the protest). “In other
words, the protestor’s chance of securing the award must not have been insubstantial.” Info.
Tech. & Applications Corp., 316 F.3d at 1319. According to SOC, Centerra did not have a
substantial chance of being awarded the contract because it conditioned portions “of its price
proposal on future equitable adjustments by the NNSA,” rendering its proposal “materially
noncompliant with the terms of the” solicitation. SOC Cross-Mot. 12.

        As SOC notes, in section L of the solicitation, the NNSA both advised offerors that
legacy defined benefit pension costs were included in the government’s baselined ODCs and
prohibited offerors from increasing those amounts. The NNSA confirmed its position during the
question-and-answer period, advising offerors that legacy defined benefit pension costs were
included in ODCs and not in the firm-fixed-price or time-and-materials rates. Nevertheless,
Centerra indicated in its proposal–as a “pricing assumption”–that if it was awarded the contract,
it would seek equitable adjustments to shift legacy defined benefit pension costs from ODCs to
the firm-fixed-price or time-and-materials rates. Both the IPT and the SSA considered this
representation to constitute an exception to the requirements of the solicitation.6

        In support of its contention that the condition imposed by Centerra on its price proposal
rendered the proposal nonresponsive, depriving Centerra of standing to protest the NNSA’s
award decision, SOC relies on several decisions of the Court of Federal Claims in which offerors
who had submitted conditioned proposals were found to lack standing to protest because they did
not have a substantial chance of being awarded the contract. See, e.g., U.S. Sec. Assocs., Inc. v.
United States, 124 Fed. Cl. 433, 437 (2015) (“The offer tendered by [the protestor] . . . cannot be
accepted by the government without the addition of new terms. In the context of a fixed price
procurement, that makes the protestor’s bid non-responsive and deprives it of standing to
challenge the award.”); Bannum, Inc. v. United States, No. 14-40C, 2014 WL 1373739, *4 (Fed.
Cl. Apr. 8, 2014) (unpublished decision) (agreeing that the protestor “did not have a substantial
chance of winning the contract because [its] proposal was nonresponsive to the terms of the
solicitation,” in that the protestor “conditioned its proposal on future price adjustments”), aff’d
on other grounds, 779 F.3d 1376 (Fed. Cir. 2015); Bannum, Inc. v. United States, 115 Fed. Cl.
148, 154 (2014) (agreeing that the protestor’s proposal was nonresponsive because the protestor


       6
        Centerra disputes that its “pricing assumption” constituted an exception to the
requirements of the solicitation.

                                               -21-
“qualified its proposal by expressly representing that its prices did not reflect pricing associated
with” the solicitation, and that submission of a noncompliant proposal deprives an offeror of
standing to protest the award of a contract because the offeror would have no chance of being
awarded the contract), aff’d on other grounds, 779 F.3d at 1376. However, there is no indication
in those decisions that the solicitations at issue contained a provision addressing the
consequences of taking exception to a term of the solicitation.

         In contrast, the solicitation in this case includes a provision indicating that exceptions to
any of the solicitation’s terms would not automatically render a proposal unacceptable for award,
that exceptions might make a proposal unacceptable for award in the absence of discussions, and
that if a proposal contains an exception, the contract could be awarded without discussions to an
offeror who did not take exception to the terms of the solicitation. This provision granted the
NNSA the discretion to, among other things, (1) consider Centerra’s proposal notwithstanding its
belief that Centerra’s proposal included an exception, (2) disregard what it considered to be an
exception in Centerra’s proposal and award the contract to Centerra without discussions, and (3)
award the contract to SOC without discussions. In light of this discretion, and the NNSA’s
ability to conduct discussions with the offerors at any time prior to contract award, the NNSA
possessed the authority to award the contract to Centerra even if Centerra’s “pricing assumption”
was in fact an exception to a term of the solicitation. In other words, under the solicitation at
issue in this protest, taking exception to a solicitation term would not have automatically
rendered Centerra’s proposal unacceptable. Thus, Centerra cannot be described as having an
insubstantial chance of being awarded the contract.7 It therefore has standing to protest the
NNSA’s award of the contract to SOC.

                              B. The Merits of Centerra’s Protest

       In its motion for judgment on the administrative record, Centerra contends that the
NNSA’s award of the contract to SOC was arbitrary, capricious, and contrary to law because the
NNSA improperly evaluated SOC’s staffing plan and the price proposals, and the SSA
improperly performed the best value tradeoff. Defendant and SOC both dispute Centerra’s
contentions.

                                        1. Legal Standard

        The court reviews challenged agency actions pursuant to the standards set forth in 5
U.S.C. § 706. 28 U.S.C. § 1491(b)(4). Specifically, “the proper standard to be applied in bid
protest cases is provided by 5 U.S.C. § 706(2)(A): a reviewing court shall set aside the agency


       7
          Indeed, if the court were to require the NNSA to reevaluate the proposals, the NNSA
could (1) conclude that Centerra’s proposal represented the best value and award the contract to
Centerra without discussions; or (2) conclude that Centerra’s proposal would represent the best
value but for the perceived exception, conduct discussions to address the exception, and award
the contract to Centerra.

                                                -22-
action if it is ‘arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with
law.’” Banknote Corp. of Am. v. United States, 365 F.3d 1345, 1350 (Fed. Cir. 2004). Under
this standard, the court

       may set aside a procurement action if “(1) the procurement official’s decision
       lacked a rational basis; or (2) the procurement procedure involved a violation of
       regulation or procedure.” A court reviews a challenge brought on the first ground
       “to determine whether the contracting agency provided a coherent and reasonable
       explanation of its exercise of discretion, and the disappointed bidder bears a heavy
       burden of showing that the award decision had no rational basis.” “When a
       challenge is brought on the second ground, the disappointed bidder must show a
       clear and prejudicial violation of applicable statutes or regulations.”

Centech Grp., Inc. v. United States, 554 F.3d 1029, 1037 (Fed. Cir. 2009) (citations omitted)
(quoting Impresa Construzioni Geom. Domenico Garufi, 238 F.3d at 1332-33); accord Advanced
Data Concepts, Inc. v. United States, 216 F.3d 1054, 1058 (Fed. Cir. 2000) (“The arbitrary and
capricious standard . . . requires a reviewing court to sustain an agency action evincing rational
reasoning and consideration of relevant factors.”).

        Procurement officials “are ‘entitled to exercise discretion upon a broad range of issues
confronting them’ in the procurement process.” Impresa Construzioni Geom. Domenico Garufi,
238 F.3d at 1332-33 (quoting Latecoere Int’l, Inc. v. U.S. Dep’t of the Navy, 19 F.3d 1342, 1356
(11th Cir. 1994)). Thus, the court’s review of a procuring agency’s decision is “highly
deferential.” Advanced Data Concepts, Inc., 216 F.3d at 1058; see also Citizens to Preserve
Overton Park, Inc. v. Volpe, 401 U.S. 402, 416 (1971) (“The court is not empowered to
substitute its judgment for that of the agency.”). Furthermore, a “protestor’s burden of proving
that the award was arbitrary, capricious, an abuse of discretion, or otherwise not in accordance
with law is greater [in negotiated procurements] than in other types of bid protests.” Galen Med.
Assocs., Inc. v. United States, 369 F.3d 1324, 1330 (Fed. Cir. 2004). And, when a contract is to
be awarded on a “best value” basis, procurement officials have “even greater discretion than if
the contract were to have been awarded on the basis of cost alone.” Id. (citing E.W. Bliss Co. v.
United States, 77 F.3d 445, 449 (Fed. Cir. 1996) (“Procurement officials have substantial
discretion to determine which proposal represents the best value for the government.”)).

         Consistent with the deference accorded to procuring agencies conducting negotiated
procurements, when a protestor challenges a procuring agency’s evaluation of a technical
proposal, the court’s “review . . . should be limited to determining whether the evaluation was
reasonable, [was] consistent with the stated evaluation criteria and complied with relevant
statutory and regulatory requirements.” Banknote Corp. of Am. v. United States, 56 Fed. Cl.
377, 381 (2003), aff’d, 365 F.3d at 1345; accord E.W. Bliss Co., 77 F.3d at 449 (“[T]echnical
ratings . . . involve discretionary determinations of procurement officials that a court will not
second guess.”). Disagreements with a procuring agency’s evaluation, “no matter how vigorous,
fall far short of meeting the heavy burden of demonstrating that the findings in question were the


                                                 -23-
product of an irrational process and hence were arbitrary and capricious.” Banknote Corp. of
Am., 56 Fed. Cl. at 384; accord Active Network, LLC v. United States, 130 Fed. Cl. 421, 433
(2017); Tiber Creek Consulting, Inc. v. United States, 129 Fed. Cl. 409, 415 (2016).

        In addition to showing “a significant error in the procurement process,” a protestor must
show “that the error prejudiced it.” Data Gen. Corp. v. Johnson, 78 F.3d 1556, 1562 (Fed. Cir.
1996); see also Bannum, Inc., 404 F.3d at 1351 (holding that if the procuring agency’s decision
lacked a rational basis or was made in violation of the applicable statutes, regulations, or
procedures, the court must then “determine, as a factual matter, if the bid protester was
prejudiced by that conduct”). “To establish prejudice . . . , a protester must show that there was a
‘substantial chance’ it would have received the contract award absent the alleged error.”
Banknote Corp. of Am., 365 F.3d at 1350 (quoting Emery Worldwide Airlines, Inc. v. United
States, 264 F.3d 1071, 1086 (Fed. Cir. 2001)); see also Data Gen. Corp., 78 F.3d at 1562 (“[T]o
establish prejudice, a protester must show that, had it not been for the alleged error in the
procurement process, there was a reasonable likelihood that the protester would have been
awarded the contract.”).

                    2. The NNSA Properly Evaluated SOC’s Staffing Plan

        Centerra’s first contention is that the NNSA’s evaluation of SOC’s staffing plan under
Criterion 1 was arbitrary, capricious, and inconsistent with the evaluation criteria in three
respects. First, it asserts that the NNSA did not support its conclusion that SOC’s proposed
staffing level was sufficient to perform the General Management tasks described in the
solicitation. Second, it claims that the NNSA asserted a nonsensical rationale for discounting the
weaknesses it assigned to SOC’s proposal for having one employee perform the duties of two
positions (referred to as “dual hatting”). Third, it complains that the NNSA, when evaluating
SOC’s proposed staffing of the Protective Force positions, improperly relied on the information
included in the Informational Staffing Plan (Attachment 17) without analyzing the DPLH
proposed by SOC.

        Defendant and SOC broadly counter that Centerra’s attacks on the NNSA’s evaluation of
SOC’s staffing plan amount to nothing more than disagreements with the evaluation, and that
such disagreements are insufficient to establish that the NNSA’s rating of SOC’s proposal under
Criterion 1 was arbitrary, capricious, or contrary to law. In addition, defendant and SOC assert
that Centerra’s allegations are premised on the erroneous assumption that the NNSA was
required to use Centerra’s staffing levels, rather than the PWS requirements, as the benchmark
for evaluating SOC’s staffing plan. Both arguments are compelling.8


       8
           SOC further argues that in challenging the NNSA’s evaluation of SOC’s staffing plan,
Centerra is attempting to add a requirement for a price realism analysis to the solicitation in
contravention of the rule that proposals are only to be evaluated on the factors set forth in the
solicitation. “[A] price realism analysis considers whether an offeror’s price is too low, such that
it indicates a risk of poor performance and a lack of understanding of the solicitation

                                                -24-
    a. The NNSA Supported Its Conclusion Regarding SOC’s Proposed Staffing of the
                          General Management Positions

        Centerra first asserts that the NNSA did not support its conclusion that SOC’s proposed
staffing level was sufficient to perform the General Management tasks described in the
solicitation. It advances two arguments in support of this assertion. First, in its motion, Centerra
argues that the NNSA did not recognize “that SOC proposed to reduce existing General
Management staffing hours by nearly [. . .]” and did not explain why this reduction “does not
create a performance risk . . . .”9 Pl.’s Mot. 16. Then, in its response to defendant’s cross-
motion, Centerra argues that the IPT failed to “elaborate on the ‘added risks associated with
[SOC’s] leaner (in some areas) staffing plan’” or “explain why that staffing plan was a ‘sufficient
level of staffing.’” Pl.’s Resp. 4-5 (quoting the IPT’s report); accord id. at 7 (arguing that the
NNSA’s “determin[ation] that [SOC’s] staffing level and mix of skills were adequate . . . was not
based on any technical evaluation of SOC’s ‘leaner’ . . . staffing approach because the IPT
provided no such analysis”).

         With respect to its first argument, Centerra ignores that the NNSA was not obligated to
compare SOC’s staffing plan to the existing level of staffing. In fact, the NNSA advised offerors
that their staffing plans should be based on the information provided in the solicitation, and
declared that the offerors did not need to know the existing staffing levels to prepare their
proposals. The NNSA further advised that it would “evaluate the information provided by the
Offeror . . . to assess whether the Offeror has proposed a sufficient level of staffing and mix of
skills throughout contract performance.” AR 1260. Nowhere in the solicitation did the NNSA
indicate that it would compare proposed staffing levels to existing staffing levels.

      Centerra contends that notwithstanding the solicitation’s lack of a requirement for the
NNSA to compare existing and proposed staffing levels, the IPT actually did perform such a
comparison. This contention is based on two passages from the IPT’s report:



requirements.” UnitedHealth Military & Veterans Servs., LLC v. United States, 132 Fed. Cl.
529, 554 (2017). Because Centerra is challenging the NNSA’s evaluation of SOC’s staffing
plan, and not the NNSA’s evaluation of SOC’s price, the court declines to address SOC’s
argument.
       9
           Centerra also complains that the IPT, when evaluating SOC’s proposed staffing of the
General Management positions, “seemingly ignored” the information that SOC included in its
proposal under the heading “General Management Basis of Estimates.” Pl.’s Mot. 16. However,
the “General Management Basis of Estimates” section was part of SOC’s price proposal, and the
solicitation did not require the review of price proposals during the evaluation of technical
proposals. Thus, it was not improper for the IPT to disregard the information referenced by
Centerra.

                                               -25-
       •    “Overall, despite the added risks associated with its leaner (in some areas)
            staffing plan, SOC’s staffing approach delineated a sufficient level of staffing
            and mix of skills throughout contract performance (with the four exceptions
            noted above).” Id. at 3623.

       •    “Being the incumbent contractor, Centerra’s proposed approach generally
            follows its current concept of operations. By contrast, SOC was aggressive in
            its pricing, preferring to demonstrate best value to the Government with a
            combination of PWS performance and lean affordability.” Id. at 3640.

These passages reflect nothing more than the IPT’s awareness that SOC proposed both a lower
level of staffing and a lower price than Centerra. Neither these passages, nor the remainder of
the IPT’s evaluation of SOC’s staffing plan, include any detailed comparative analysis of the
proposed and existing staffing levels.10

         Centerra’s second argument–made in response to defendant’s cross-motion–is premised
on its understanding that the “added risks associated with [SOC’s] leaner (in some areas) staffing
plan” noted by the IPT arise not from SOC’s proposed dual hatting of employees, but from other,
unspecified areas of leaner staffing. According to Centerra, instead of explaining these “added
risks,” the IPT relied on its finding that SOC could reallocate work or utilize its Corporate
Governance Board, a finding that amounts to a concession that SOC’s proposed staffing levels
were inadequate. Centerra’s reading of the IPT’s report is strained in two respects.

        First, the IPT’s reference to SOC’s “leaner (in some areas) staffing plan” should be read
in the context of its entire evaluation. As noted above, the IPT initially remarked that SOC
proposed a staffing plan with “a lean organization structure . . . .” Id. at 3622. It then described
four instances–the dual hatting–in which the “lean organization structure” could increase
performance risk. Next, it found that aside from the proposed dual hatting of employees, SOC
understood the scope of work and proposed an adequate skill mix. Finally, the IPT concluded
that “[o]verall, despite the added risks associated with its leaner (in some areas) staffing plan,
SOC’s staffing approach delineated a sufficient level of staffing and mix of skills throughout
contract performance (with the four exceptions noted above).” Id. at 3623. Reading the IPT’s
analysis of SOC’s staffing plan as a whole, it is reasonable to conclude that the IPT’s use of the
phrase “leaner (in some areas) staffing plan” referred to the four instances of dual-hatting
employees and not to other, unspecified areas of leaner staffing. Such a conclusion is buttressed
by the fact that in providing its overall evaluation of Criterion 1, the IPT mentioned only the four
weaknesses assigned for the proposed dual hatting of employees, and not to risks associated with
other areas of SOC’s staffing plan.




       10
           The court further notes that the second passage is from the IPT’s evaluation of the
offerors’ price proposals, not the IPT’s evaluation of SOC’s staffing plan.

                                                -26-
        Second, the IPT’s finding that SOC could reallocate work or utilize its Corporate
Governance Board does not amount to a concession that SOC proposed insufficient staffing. To
the contrary, the IPT found that SOC proposed sufficient staffing in most areas, and was only
uncertain as to whether SOC proposed sufficient staffing in the instances where it proposed the
dual hatting of employees. This uncertainty led the IPT to assign weaknesses and assess an
increased performance risk. However, the IPT did not find that SOC proposed insufficient
staffing.

      In sum, Centerra has failed to establish that the NNSA did not support its conclusion that
SOC proposed sufficient staffing of the General Management positions.

       b. The NNSA’s Treatment of the Dual-Hatting Weaknesses Was Reasonable

        Next, Centerra asserts that the NNSA provided a nonsensical rationale for discounting the
four weaknesses it assigned to SOC’s proposal for dual hatting employees performing General
Management tasks. Specifically, Centerra remarks that although the NNSA recognized that dual
hatting employees creates some performance risk, it erroneously determined that SOC would
manage that risk by reallocating workloads (despite proposing a significantly reduced level of
staffing) or by utilizing its Corporate Governance Board to provide a solution (even though the
only purported solution available to the Corporate Governance Board was to add staff). In other
words, Centerra contends that the methods of mitigating risk lauded by the NNSA would be
ineffective because SOC did not propose a sufficient level of staffing to utilize those methods.
However, the NNSA reasonably concluded, based on its comparison of SOC’s proposal to the
PWS, that although there was some risk that four employees might become overburdened due to
the dual hatting, SOC proposed a sufficient level of staffing. Consequently, Centerra’s
contention amounts to nothing more than a disagreement with the NNSA’s evaluation of SOC’s
staffing plan.

   c. The NNSA Evaluated SOC’s Proposed Staffing of the Protective Force Positions in
                          Accordance With the Solicitation

        Finally, Centerra asserts that it was improper for the NNSA, when evaluating SOC’s
proposed staffing of the Protective Force positions, to rely on the information included in the
Informational Staffing Plan (Attachment 17) without analyzing SOC’s proposed DPLH.
Centerra avers that the Informational Staffing Plan (Attachment 17) was merely the starting point
for proposing staffing levels, and that offerors were required to determine the number of FTEs
and DPLH necessary to cover the positions described in the plan. According to Centerra,
because SOC did “not provide specific information regarding time allowed for muster and travel
to and from posts,” training, or relief, the NNSA could not have known how SOC arrived at its
DPLH. Pl.’s Mot. 21.




                                              -27-
       It is apparent that Centerra is confounding the requirements for the technical proposals
and the requirements for the price proposals. With respect to the staffing plan portion of the
technical proposals, section L of the solicitation provided:

       The Offeror shall describe the labor categories and job duties of all proposed labor
       categories to perform the work required by the entire PWS. The plan shall also
       identify the estimated quantity of proposed [FTE employees] allocated to each
       labor category for the basic period and for each option period as well as in a
       Staffing Plan Summary (see Attachment 11).

AR 1260. SOC complied with these requirements in the staffing plan section of its technical
proposal. See id. at 2662 (“Figure 1.2.1-1 defines each position in SOC’s organization, grouped
by the labor categories provided in RFP attachment 11, and the job duties assigned to ensure
successful completion of the entire PWS. Per the RFP, estimated FTEs for each labor category
appear in this table as well as in the Staffing Plan Summary (Attachment 1-1).”), 2665 (setting
forth the labor categories, job duties, and proposed FTEs for the Protective Force positions),
2686 (containing the portion of the Staffing Plan Summary (Attachment 11) applicable to the
Protective Force positions). The information referenced by Centerra–time for muster, travel,
training, and relief–was not required to be included in the staffing plan portion of the technical
proposals. Rather, that information was to be included in the price proposals; specifically, the
solicitation indicated that proposed prices were to include fully burdened labor rates and that
offerors were to explain the basis for their proposed labor rates. Moreover, section M of the
solicitation did not include any specific requirement that the NNSA analyze proposed DPLH
when evaluating an offeror’s staffing plan; all the NNSA was required to do was to “assess
whether the Offeror . . . proposed a sufficient level of staffing and mix of skills throughout
contract performance.” Id. at 1260. In sum, NNSA’s failure to analyze SOC’s proposed DPLH
when evaluating SOC’s staffing plan was not error.

                                           d. Conclusion

       As discussed above, Centerra’s challenges to the NNSA’s evaluation of SOC’s staffing
plan under Criterion 1 lack merit. The NNSA’s evaluation was not arbitrary, capricious, or
inconsistent with the evaluation criteria.

                     3. The NNSA Properly Evaluated the Price Proposals

        Centerra next contends that the NNSA’s evaluation of the price proposals was arbitrary,
capricious, and inconsistent with the evaluation criteria in three respects. First, it claims that the
IPT mischaracterized the reason for the difference in prices between the two proposals and that
this mischaracterization was erroneously adopted by the SSA in his source selection decision.
Second, it asserts that the NNSA did not properly assess the risk of SOC’s decision [. . .] labor
rates in the option years. Third, it argues that the NNSA should have found risk in SOC’s low
proposed rates of profit. Defendant and SOC dispute all of Centerra’s contentions.


                                                 -28-
        With respect to its claim that the IPT mischaracterized the difference between the
offerors’ proposed prices, Centerra asserts that instead of characterizing “the overall price
difference as being attributable [. . .]% to indirect cost differences and [. . .]% to profit
differences,” the IPT should have recognized that the overall price difference was attributable to
Centerra’s higher number of proposed DPLH, “reflective of a higher quality and lower risk
proposal.” Pl.’s Mot. 23. It further asserts that the IPT’s purported mischaracterization of the
overall price difference “distorted the tradeoff of technical merit versus price, making it appear
that Centerra was not offering more value for its higher price.” Id. As a result, Centerra
contends, the IPT “misled the SSA.” Id.; accord Pl.’s Resp. 13-14 (contending that the SSA
failed to “document the difference in DPLH between the two proposals” and did “not address the
staffing differences between the two proposals, whether in DPLH or FTEs”). Centerra’s position
cannot be sustained, for several reasons. First, contrary to Centerra’s assertion, the IPT did note
that Centerra’s proposed labor hours contributed to its higher proposed price, commenting that
Centerra proposed [. . .]% more General Management DPLH than SOC at a [. . .]% higher price,
and that Centerra proposed [. . .]% more DPLH in the other areas than SOC at a [. . .]% higher
price. Second, by not challenging the accuracy of the IPT’s calculations, Centerra concedes that
the IPT accurately described the price differences. Finally, Centerra’s correlation of a higher
proposed price with a higher quality proposal reflects, once again, its mistaken impression that
SOC’s staffing plan should be measured against existing staffing levels rather than against the
requirements of the PWS. In short, the IPT did not mischaracterize the difference between the
offerors’ proposed prices. Consequently, the SSA could not have been misled by the IPT.

         Centerra’s other two contentions are equally unpersuasive. In support of its contention
regarding SOC’s decision [. . .] labor rates, Centerra asserts that the premise of SOC’s
assumption that employee turnover would result in cost savings sufficient to offset salary
increases was that SOC would replace higher-paid, more-experienced employees with lower-
paid, less-experienced employees, and that having lower-paid, less-experienced employees was a
performance risk not recognized by the IPT. And, in support of its contention regarding SOC’s
proposed rates of profit, Centerra asserts that SOC’s low proposed rates would restrict SOC’s
ability to increase its General Management staffing (the firm-fixed-price portion of the contract)
to the level necessary to perform the work required by the contract, creating a performance risk
that was not recognized by the IPT. However, pursuant to section M of the solicitation, the IPT
was only required to determine whether the offerors’ proposed prices were reasonable and
balanced. Centerra fails to explain how the purported performance risks rendered SOC’s
proposed price unreasonable or unbalanced. Indeed, to the extent that SOC’s lower proposed
price is indicative of a performance risk, the existence of such a performance risk does not
automatically render SOC’s proposed price unreasonable or unbalanced.

       In sum, Centerra has not established that the NNSA’s evaluation of the offerors’ price
proposals was arbitrary, capricious, or inconsistent with the evaluation criteria.




                                               -29-
                   4. The SSA Properly Performed the Best Value Tradeoff

        Finally, Centerra contends that the SSA’s tradeoff decision was arbitrary, capricious, and
inconsistent with the award criteria in two respects. First, it asserts that because the NNSA erred
in evaluating SOC’s staffing plan and the price proposals, the SSA could not have conducted a
proper tradeoff analysis. Second, it argues that the SSA did not properly weigh the evaluation
criteria–giving too much weight to Criterion 4 (Price)–when conducting his tradeoff analysis. As
suggested by defendant and SOC, Centerra’s first contention is rendered moot because the court
has found that the NNSA’s evaluation of SOC’s staffing plan and the price proposals was not
arbitrary, capricious, or inconsistent with the evaluation criteria. Defendant and SOC also
correctly contend that the SSA’s weighing of the price and nonprice criteria was proper.

        Under the FAR, a procuring agency must document its source selection decision, and that
documentation must “include the rationale for any business judgments and tradeoffs made or
relied on by the SSA, including benefits associated with additional costs.” FAR 15.308 (2016).
Even if a solicitation provides that technical evaluation criteria are more important than price, the
“magnitude of the price differential” between two proposals remains relevant because “logic
suggests that as that magnitude increases, the relative benefits yielded by the higher-priced offer
must also increase.” Serco Inc. v. United States, 81 Fed. Cl. 463, 497 (2008). “To conclude
otherwise[] threatens to ‘minimize[ ] the potential impact of price’ and, in particular, to make ‘a
nominal technical advantage essentially determinative, irrespective of an overwhelming price
premium.’” Id. (second alteration in the original) (quoting Coastal Sci. & Eng’g, Inc., 69 Comp.
Gen. 66, 67 (1989)). Thus, when performing a tradeoff analysis, a procuring agency “must select
a lower-priced, lower technically scored proposal if it reasonably decides that the premium
associated with selecting the higher-rated proposal is unwarranted.” Id. at 496; accord
Blackwater Lodge & Training Ctr., Inc. v. United States, 86 Fed. Cl. 488, 514 (2009); Banknote
Corp. of Am., 56 Fed. Cl. at 390.

        In his tradeoff analysis, the SSA noted that Criterion 1 did not weigh in favor of either
offeror and that although Centerra’s proposal was more highly rated on Criteria 2 and 3, both
offerors could successfully perform the contract. The SSA then recognized that the solicitation
provided both that the nonprice factors, when combined, were “‘significantly more important
than price,’” and that the NNSA would “‘not make an award at a price premium it considers
disproportionate to the benefits associated with the evaluated superiority of one Technical
Proposal over another.’” AR 3727 (quoting the solicitation). In light of the technical ratings, the
offerors’ proposed prices, and the pertinent solicitation provisions, the SSA concluded:

               The price premium associated with Centerra’s proposal is not justified by
       the evaluated superiority of Centerra in relation to Criteria 2 and 3. Under the
       most important non-price factor, Approach and Staffing Plan, both Centerra and
       SOC were evaluated to present similarly beneficial (though different) technical
       approaches and staffing plans. As such, should Centerra receive the award, the
       Government would be paying a 23% price premium for a slightly higher


                                                -30-
       probability of successful performance and a greater use of small businesses.
       Under no circumstances are these advantages worth the 23% price premium (or
       $52 million over the potential contract performance period). Therefore, . . . it is
       not in the best interest of the Government, nor in line with the stated evaluation
       criteria for trade-off, to issue an award to Centerra at the proposed 23% price
       premium. As stated above, SOC’s proposal demonstrated that it was more than
       capable of performing the work, and would, in my judgment, provide performance
       and benefits proportionate to its evaluated price.

Id. The SSA’s conclusion is consistent with the evaluation criteria set forth in the solicitation;
even though Price was the least important criterion, the SSA was well within his authority to
determine that the magnitude of the price premium rendered the benefits provided by a more
highly rated technical proposal insignificant. Accordingly, the SSA’s tradeoff analysis was not
arbitrary or capricious.

                            5. Centerra’s Protest Fails on Its Merits

       Centerra has failed to establish that the NNSA’s award of the protective force services
contract to SOC was arbitrary, capricious, or contrary to law.11 In other words, it has not
succeeded on the merits of its claims. Therefore, the court need not address the remaining
elements of Centerra’s request for injunctive relief.

                                       III. CONCLUSION

        For the reasons set forth above, although Centerra has standing to protest the NNSA’s
award of the protective force services contract to SOC, its protest cannot be sustained on its
merits. Thus, the court DENIES Centerra’s motion for judgment on the administrative record,
GRANTS defendant’s cross-motion for judgment on the administrative record, and GRANTS
IN PART and DENIES IN PART SOC’s cross-motion for judgment on the administrative
record. Centerra’s complaint is DISMISSED. No costs. The clerk shall enter judgment
accordingly.

       The court has filed this ruling under seal. The parties shall confer to determine agreed-to
proposed redactions. Then, by no later than Friday, January 12, 2018, the parties shall file a




       11
        Consequently, the court need not determine whether Centerra was prejudiced by the
NNSA’s evaluation of proposals or tradeoff analysis.

                                                -31-
joint status report indicating their agreement with the proposed redactions, attaching a copy of
those pages of the court’s ruling containing proposed redactions, with all proposed
redactions clearly indicated.

       IT IS SO ORDERED.

                                                      s/ Margaret M. Sweeney
                                                      MARGARET M. SWEENEY
                                                      Judge




                                               -32-
