B-165045, DEC. 26, 1968

B-165045, DEC. 26, 1968

TO STASSEN, KEPHART, SARKIS AND KOSTOS:

REFERENCE IS MADE TO YOUR TELEGRAM OF AUGUST 12, 1968, AND SUBSEQUENT LETTERS OF AUGUST 21, SEPTEMBER 3 AND 16, OCTOBER 17 AND 30 AND NOVEMBER 25, 1968, PROTESTING, ON BEHALF OF THE BROWNWOOD MANUFACTURING COMPANY, AGAINST THE CANCELLATION OF INVITATION FOR BIDS (IFB) NO. DSA100-68-B-1958 ISSUED BY THE DEFENSE PERSONNEL SUPPORT CENTER, PHILADELPHIA, PENNSYLVANIA.

THE SUBJECT INVITATION WAS ISSUED ON JUNE 20, 1968, REQUESTING BIDS FOR FURNISHING F.O.B. ORIGIN 85,450 MEN'S RAINCOATS. THE BIDS WERE OPENED ON JULY 10, 1968, AND FIVE BIDS WERE RECEIVED AS FOLLOWS:

UNIT

BIDDER PRICE TERMS NET LAURA INDUSTRIES, INC. $ 9.83 10 PERCENT - 30 DAYS $ 8.847 BROWNWOOD MFG. CO. 11.95 10 PERCENT - 20 DAYS

10.755 BLAUER MFG. CO., INC. 11.00 NET 11.00 INTERSTATE MFG. CO., INC. 11.66 1/2 OF 1 PERCENT - 20 DAYS 11.60 BRUCE PRODUCTS, INC. 12.03 1/2 OF 1 PERCENT - 20 DAYS 11.97

BY LETTER DATED JULY 22, 1968, LAURA INDUSTRIES, INC., ALLEGED A MISTAKE IN BID BEFORE AWARD. LAURA CLAIMED THAT ITS INTENDED NET PRICE SHOULD HAVE BEEN $9.83 BECAUSE IT INADVERTENTLY FAILED TO TAKE INTO ACCOUNT THE 10-PERCENT DISCOUNT IN REDUCING ITS ORIGINAL BID PRICE. AS A RESULT, LAURA WAS LOW FOR A NET PRICE OF $8.847 PER UNIT INSTEAD OF AN ALLEGED NET PRICE OF $9.83 PER NIT; THE NET DIFFERENCE AMOUNTS TO $0.983.

IN SUPPORT OF ITS MISTAKE, LAURA STATED THAT THE BASIC MATERIAL HAD RISEN FROM $0.76 PER YARD TO $0.95 PER YARD BETWEEN THE LAST SOLICITATION AND THIS PROCUREMENT. THE CONTRACTING OFFICER'S REPRESENTATIVE INVESTIGATED THE PRICE OF THE MATERIAL BY CALLING MR. MATLOCK HAYS, PRESIDENT OF CENTRE MANUFACTURING COMPANY, INC., WHO IS PRESENTLY PRODUCING SUBJECT ITEM. MR. HAYS STATED THAT THE COST OF THE BASIC MATERIAL HAD RISEN ONLY $0.05 PER YARD AND THAT HE IS PRESENTLY PAYING $0.90 PER YARD FOR THE MATERIAL ON CONTRACT DSA100-68 C-1792.

AS WILL BE SHOWN MORE FULLY, LAURA'S NET PRICE (F.O.B. ORIGIN) OF $8.847 IS HIGHER THAN CENTRE'S CURRENT CONTRACT NET PRICE OF $8.227 (FREIGHT PREPAID). THE CONTRACTING OFFICER FELT THAT THERE WAS NO LOGICAL REASON WHY LAURA COULD NOT PRODUCE THE GARMENT AT A UNIT PRICE OF $8.847 PER UNIT F.O.B. ORIGIN USING MATERIAL THAT COST $0.95 PER YARD. ACCORDINGLY, THE CONTRACTING OFFICER PREPARED A REPORT AND RECOMMENDATION TO THE EFFECT THAT AN ANALYSIS OF ALL OF THE DATA FURNISHED BY THE BIDDER DID NOT SHOW THAT A MISTAKE WAS MADE.

HOWEVER, IN ADDITION TO ALLEGING MISTAKE IN BID, LAURA BY LETTER DATED JULY 29, 1968, INFORMED THE CONTRACTING OFFICER THAT PUTNAM MILLS (CLOTH SUPPLIER) HAD WITHDRAWN ITS COMMITMENT FOR THE BASIC MATERIAL. IN ITS LETTER OF JULY 29, 1968, LAURA ALSO STATES THAT ITS PRICE WOULD BE INCREASED ANOTHER $0.315 PER ITEM (THIS IS IN ADDITION TO THE INCREASE OF $0.983 REQUESTED IN THE ALLEGED MISTAKE IN BID), IF IT HAD TO OBTAIN THE MATERIAL FROM ITS OTHER SUPPLIER. TANNENBAUM TEXTILE IS THE OTHER SUPPLIER REFERRED TO AND ALSO WAS THE SUPPLIER ON LAURA'S LAST FOUR OFFERS MADE ON THE PRIOR PROCUREMENTS. AS A RESULT OF THIS WITHDRAWAL OF COMMITMENT, THE PLANT SURVEY REPORT RECOMMENDED "NO AWARD.' IN THE LIGHT OF THIS RECOMMENDATION, THE CONTRACTING OFFICER COULD NOT MAKE AN AFFIRMATIVE DETERMINATION OF RESPONSIBILITY. ACCORDINGLY, THE CONTRACTING OFFICER HAD NO ALTERNATIVE BUT TO REJECT LAURA'S OFFER IN ACCORDANCE WITH ASPR 1-903.1 (II).

IN VIEW OF THE REJECTION OF THE LOW OFFEROR, THE CONTRACTING OFFICER FELT THAT THE PRICE OF THE SECOND LOW OFFEROR (THE PROTESTANT, BROWNWOOD) WAS UNREASONABLE AND DETERMINED TO REJECT BROWNWOOD'S AND ALL REMAINING OFFERS IN ACCORDANCE WITH ASPR 2-404.1 (B) (VI) FOR UNREASONABLENESS OF PRICE. THE PROCUREMENT WAS READVERTISED UNDER A NEW SOLICITATION, NO. DSA100-69-B -0231, WHICH WAS ISSUED AUGUST 16, 1968, AND SCHEDULED FOR OPENING AT 2 P.M., E.D.T., SEPTEMBER 5, 1968.

ON BEHALF OF BROWNWOOD YOU CONTEND IN YOUR LETTER OF SEPTEMBER 3, 1968, THAT THE CANCELLATION OF THE INVITATION WAS ARBITRARY AND CAPRICIOUS AND THAT THE CONTRACT SHOULD HAVE BEEN AWARDED TO BROWNWOOD AS THE LOW RESPONSIBLE BIDDER RATHER THAN READVERTISING THE PROCUREMENT. YOU STATE THAT THE READVERTISEMENT OF THE PROCUREMENT WAS SOLELY FOR THE PURPOSE OF OBTAINING ANTICIPATED SAVINGS. YOU CONTEND, THEREFORE, THAT IN THESE CIRCUMSTANCES CANCELLATION OF AN INVITATION FOR BIDS IS JUSTIFIED ONLY WHEN THE LOW RESPONSIBLE BID IS FOUND TO BE UNREASONABLE. IT IS YOUR VIEW THAT THE BID OF BROWNWOOD WAS REASONABLE AND, THEREFORE, BROWNWOOD SHOULD HAVE RECEIVED AWARD OF THE CONTRACT. YOU SUBMIT A COST BREAKDOWN OF BROWNWOOD'S BID TO SUBSTANTIATE YOUR POSITION AND CITE CERTAIN PREVIOUS CONTRACTS FOR THE SAME ITEMS WHICH CONTAINED PRICES EQUAL TO OR HIGHER THAN BROWNWOOD'S BID PRICE.

THE CONTRACTING OFFICER REPORTS THAT THE FOLLOWING FACTORS WERE CONSIDERED IN DETERMINING THAT THE PRICES RECEIVED UNDER THE ORIGINAL INVITATION WERE UNREASONABLE.

THE DIFFERENCE BETWEEN BROWNWOOD'S NET PRICE OF $10.755 AS REFLECTED IN ITS OFFER DATED JULY 3, 1968, AND LAURA'S UNCORRECTED NET PRICE OF $8.847 IS $1.908. THIS DIFFERENCE IN PRICE, WHEN MULTIPLIED BY THE TOTAL QUANTITY REQUIRED BY SOLICITATION NO. DSA100-68-B-1958 OF 85,450 EACH, IS $163,038.60, OR AN INCREASE OF 21.5 PERCENT. THE FOREGOING DISPARITY, WHEN VIEWED IN RELATION TO THE LOW DOLLAR VALUE OF THE ITEM, IS CONSIDERED SIGNIFICANT. OF COURSE, THE REMAINING THREE OFFERS LISTED ABOVE SHOW AN EVEN GREATER DISPARITY IN PRICE.

THE LAST PROCUREMENT PRICE FOR THE ITEM WAS $8.227 NET AWARDED TO CENTRE MANUFACTURING COMPANY ON MARCH 6, 1968, FOR 71,350 EACH. THE DIFFERENCE BETWEEN CENTRE'S PRIOR AWARD PRICE OF $8.227 AND BROWNWOOD'S NET PRICE UNDER SOLICITATION NO. DSA100-68-B-1958 OF $10.755 IS $2.528. THIS DIFFERENCE OF $2.528, WHEN MULTIPLIED BY THE TOTAL QUANTITY REQUIRED BY SOLICITATION NO. DSA100-68-B-1958 OF 85,450 EACH, IS $216,017.60, OR AN INCREASE OF 30 PERCENT. THIS INCREASE OF 30PERCENT IS EVEN MORE DIFFICULT TO JUSTIFY WHEN ONE CONSIDERS THAT THE FREIGHT COST WAS PAID BY THE CONTRACTOR ON THE PRIOR PROCUREMENTS, WHEREAS, UNDER SOLICITATION NO. DSA100-68-B-1958, THE TRANSPORTATION COST IS TO BE PAID BY THE GOVERNMENT (SOLICITATION NO. DSA100-68-B-1958 IS F.O.B. ORIGIN). THIS FACTOR FURTHER STRETCHES BROWNWOOD'S PRICE BEYOND REASONABLENESS.

IF LAURA CORRECTLY HAD BID A NET PRICE OF $9.83 (INSTEAD OF $8.847), THE CONTRACTING OFFICER WOULD HAVE HAD A DIFFICULT TIME JUSTIFYING THE INCREASE IN PRICE FROM THE PRIOR PROCUREMENT NET PRICE OF $8.227, A DIFFERENCE OF $1.603. THIS DIFFERENCE IN PRICE, WHEN MULTIPLIED BY THE TOTAL QUANTITY REQUIRED BY SOLICITATION NO. DSA100-68-B-1958 OF 85,450 EACH, IS $136,976.35, OR AN INCREASE OF 19.5 PERCENT. MORE IN LINE IS LAURA'S ORIGINAL NET PRICE OF $8.847 WHICH IS ONLY A 7.5-PERCENT INCREASE OVER THE PRIOR PROCUREMENT PRICE AS COMPARED TO BROWNWOOD'S INCREASE OF 30 PERCENT.

THE LAST THREE AWARDS MADE PRIOR TO THE LAST PROCUREMENT DISCUSSED ABOVE ARE ALL IN THE SAME PRICE RANGE. FOR READY REFERENCE, THE FOUR PRIOR PROCUREMENTS MAY BE SHOWN SCHEMATICALLY AS FOLLOWS:

CONTRACTOR AWARD DATE QUANTITY PRICE DISCOUNT NET CENTRE MFG. CO., MAR. 6, 1968 71,350 $8.66 5 PERCENT-20 DAYS $8.227

INC. DSA100-68-C-1792 CENTRE MFG. CO., FEB. 26, 1968 67,250 8.30 5 PERCENT-20 DAYS 7.885

INC. DSA100-68-C-1701 CENTRE MFG. CO., AUG. 30, 1967 92,075 8.83 7 PERCENT-20 DAYS 8.211

INC. DSA100-68-C-0499 CENTRE MFG. CO., JUNE 29, 1967 92,075 9.30 7 PERCENT-20 DAYS 8.649

INC. DSA100-67-C-4911

SINCE THE AWARD OF THE LAST PROCUREMENT ON MARCH 6, 1968, THE PRICE OF THE BASIC MATERIAL HAS RISEN $0.05 PER YARD. THERE HAVE BEEN NO SIGNIFICANT SPECIFICATION CHANGES.

IN YOUR LETTER OF OCTOBER 17, 1968, YOU STATE THAT FIVE BIDS WERE RECEIVED IN RESPONSE TO THE SOLICITATION READVERTISED AS INVITATION FORBIDS NO. DSA100-69-B-0231 WHICH OPENED ON SEPTEMBER 27, 1968. YOU COMPARE THE LOW BID OF LAURA INDUSTRIES, INC., RECEIVED UNDER THE ORIGINAL INVITATION WITH THE LOW BID OF BRUCE PRODUCTS, INC., RECEIVED UNDER THE READVERTISEMENT AND CONCLUDE THAT IF BRUCE IS AWARDED THE CONTRACT THE GOVERNMENT WOULD HAVE TO PAY $150,645.35 MORE THAN IT WOULD HAVE PAID UNDER THE ORIGINAL INVITATION.

REGARDING THIS CONTENTION, THE ADMINISTRATIVE OFFICE STATES IN A SUPPLEMENTAL REPORT DATED OCTOBER 23, 1968, THAT A COMPARISON OF THE ORIGINAL BID OF LAURA WITH THE SECOND BID OF BRUCE IS IMPROPER SINCE LAURA HAD ALLEGED A MISTAKE IN ITS ORIGINAL BID AND, FURTHER, ITS BID WAS REJECTED BECAUSE OF THE SUPPLIER'S WITHDRAWAL OF ITS COMMITMENT PRIOR TO AWARD OF A CONTRACT UNDER THE ORIGINAL INVITATION. IT IS POINTED OUT THAT THE ONLY PRICE AVAILABLE TO THE GOVERNMENT UNDER THE ORIGINAL PROCUREMENT WAS THAT OFFERED BY BROWNWOOD WHICH WAS $10.755 PER UNIT OR $0.261 HIGHER THAN THE PRICE OFFERED BY BRUCE UNDER THE READVERTISEMENT. THIS RESULTS IN A SAVING TO THE GOVERNMENT OF $22,302.45 IF AWARD IS MADE TO BRUCE AND, IN ADDITION, UNDER THE ORIGINAL PROCUREMENT THE FREIGHT WAS TO BE PAID BY THE GOVERNMENT, WHEREAS, UNDER THE READVERTISED PROCUREMENT, THE CONTRACTOR MUST BEAR THE FREIGHT COST. THIS IS ESTIMATED TO BE $0.02 PER UNIT.

IN OUR OPINION, THE ACTION TAKEN BY THE CONTRACTING OFFICER IN REJECTING ALL BIDS RECEIVED UNDER IFB DSA100-68-B-1958 WAS A PROPER EXERCISE OF ADMINISTRATIVE DISCRETION UNDER 10 U.S.C. 2305 (C), WHICH PROVIDES FOR REJECTION OF ALL BIDS WHEN SUCH ACTION IS DETERMINED TO BE IN THE GOVERNMENT'S INTEREST, AND UNDER APPLICABLE REGULATIONS (ASPR 2-404.1 (B) (VI) ( WHICH PROVIDE THAT INVITATIONS FOR BIDS MAY BE CANCELED AFTER OPENING BUT PRIOR TO AWARD WHEN THE CONTRACTING OFFICER DETERMINES IN WRITING THAT ALL OTHERWISE ACCEPTABLE BIDS RECEIVED ARE AT UNREASONABLE PRICES. WE CANNOT AGREE WITH YOUR CONTENTION THAT THE CONTRACTING OFFICER ACTED ARBITRARILY AND CAPRICIOUSLY. DURING THE COURSE OF AN AUDIT CONDUCTED BY OUR ACCOUNTANTS IT WAS ASCERTAINED THAT THE ABSTRACT OF BIDS FOR THE PREVIOUS FOUR PROCUREMENTS AWARDED TO THE CENTRE MANUFACTURING COMPANY, INC., DURING THE 8-MONTH PERIOD OF JUNE 29, 1967, TO MARCH 6, 1968, SHOWED THAT SIX ADDITIONAL FIRMS HAD SUBMITTED BIDS OF LESS THAN $10 PER ITEM. SINCE SEVEN FIRMS SUBMITTED BIDS UNDER $10 PER ITEM IN THE FOUR PROCUREMENTS IMMEDIATELY PRECEDING THE SOLICITATION HERE INVOLVED WE THINK THE CONTRACTING OFFICER ACTED IN A REASONABLE MANNER IN CANCELING THE INVITATION. OUR ACCOUNTANTS ALSO ASCERTAINED THAT THE CONTRACT PRICES, WHICH YOU REFER TO AND STATE ARE EQUAL TO OR HIGHER THAN THE BID OF BROWNWOOD, WERE NOT REPRESENTATIVE FOR PURPOSES OF EVALUATING PRICES SUBMITTED ON CURRENT PROPOSALS. THESE HIGHER PRICES WERE ABNORMAL AND WERE PAID BECAUSE OF THE VIET NAM BUILDUP.

IN YOUR LETTER OF OCTOBER 17 YOU ALSO QUESTION THE RESPONSIVENESS OF THE LOW BID SUBMITTED BY BRUCE UNDER THE REPROCUREMENT ON THE GROUND THAT BRUCE DID NOT LIST A PLACE OF PERFORMANCE FOR SEALING AND SEWING AS REQUIRED BY THE PROVISIONS OF THE INVITATION. REGARDING THIS CONTENTION, IT IS REPORTED BY THE CONTRACTING OFFICER IN THE SUPPLEMENTAL REPORT OF OCTOBER 23 THAT, CONTRARY TO YOUR ALLEGATION, THE BOTTOM OF DPSC FORM 31- 1, WHICH FORMS A PART OF THE INVITATION, SHOWS THAT LAURA WILL PERFORM THE SEWING AND SEALING AND THAT BRUCE WILL PERFORM THE CUTTING, INSPECTION AND SHIPPING. IT IS FURTHER REPORTED THAT BY LETTER DATED OCTOBER 1, 1968, BRUCE ADVISED THAT IT INTENDED TO SUBCONTRACT TO LAURA THE CUTTING AND SEWING AND THAT IT WOULD PERFORM THE OTHER OPERATIONS, SEALING, ETC. SINCE BRUCE AND LAURA ARE ON THE QUALIFIED MANUFACTURERS' LIST AND INASMUCH AS THEIR PLANTS WERE ORIGINALLY NAMED AS PLACES OF PERFORMANCE IN BRUCE'S BID, THE CONTRACTING OFFICER CONSIDERED THE CHANGE IN PLACE OF MANUFACTURING OPERATIONS REQUESTED BY BRUCE AS AFFECTING RESPONSIBILITY AND, THEREFORE, HE PROPERLY COULD AGREE TO THE CHANGE. IN YOUR LETTER OF NOVEMBER 25, 1968, YOU CONTEND THAT THE INVITATION PROVISIONS CLEARLY MAKE THE DESIGNATION OF THE PLACE OF PERFORMANCE A MATTER OF RESPONSIVENESS OF THE BID RATHER THAN RESPONSIBILITY OF THE BIDDER. HENCE, YOU SAY THAT BRUCE'S APPARENT LOW BID ON THE READVERTISEMENT WAS NONRESPONSIVE IN THAT IT LISTED PLACES OF PERFORMANCE WHICH WERE, IN FACT, ERRONEOUS AND WAS AMBIGUOUS AS TO QUANTITY BY PLANT.

WHILE IT IS TRUE, AS YOU STATE, THAT THE QUANTITY OF WORK TO BE PERFORMED AT THE PLANTS DESIGNATED BY BRUCE WAS AMBIGUOUS, WE DO NOT BELIEVE THAT THE BID MUST BE CONSIDERED NONRESPONSIVE FOR THAT REASON. DPSC FORM 1577, MADE A PART OF THE CONTRACT, RESTRICTED THE SOLICITATION TO FIRMS ON THE QUALIFIED MANUFACTURERS' LIST FOR THE ITEMS BEING PROCURED. DPSC FORM 31- 1, ALSO MADE A PART OF THE INVITATION, REQUIRED THE PLACE OF PERFORMANCE TO BE DESIGNATED. THE PLACES OF PERFORMANCE WERE INDICATED BY BRUCE. HENCE, WE THINK THE BID WAS RESPONSIVE. ALSO, IT IS NOTED THAT PARAGRAPH 4 OF DPSC FORM 31-1 CONTEMPLATES THAT PERFORMANCE OF THE WORK MAY BE AUTHORIZED BY THE CONTRACTING OFFICER IN PLANTS OTHER THAN THOSE DESIGNATED IN THE BID. IN VIEW THEREOF, IT WOULD SEEM TO FOLLOW THAT THE CONTRACTING OFFICER MAY AUTHORIZE A SUCCESSFUL BIDDER TO CHANGE THE TYPE AND AMOUNT OF WORK TO BE PERFORMED BETWEEN THE PLANTS DESIGNATED IN ITS BID. IN YOUR LETTER OF OCTOBER 17, 1968, YOU ALSO STATE THAT YOU ARE DISTURBED BY THE COOPERATION BETWEEN BRUCE AND LAURA INDUSTRIES ON THE BIDDING. YOU POINT OUT THAT UNDER THE READVERTISEMENT BRUCE WAS LOW BIDDER AND LAURA WAS HIGH BIDDER, A REVERSAL OF THEIR POSITIONS UNDER THE PRIOR PROCUREMENT. YOU ALSO STATE THAT WHILE LAURA'S ESTIMATE WAS $19.80 PER UNIT ON THE READVERTISEMENT IT IS APPARENTLY WILLING TO PERFORM THE WORK AS BRUCE'S SUBCONTRACTOR FOR SOMETHING LESS THAN $10.60 (BRUCE'S BID).

THE CONTRACTING OFFICER REPORTS THAT BY LETTER DATED OCTOBER 9, 1968, HE HAS BEEN ADVISED BY LAURA AS FOLLOWS:

"-OUR BID UNDER IFB DSA100-69-B-0231 WAS TO HAVE BEEN WITHDRAWN ENTIRELY BEFORE THE OPENING BECAUSE WE WERE ADVISED BY OUR PARENT COMPANY THAT WE WERE NOT IN THE FINANCIAL POSITION TO ACT AS A PRIME CONTRACTOR ON THE CAPTIONED BID. WE ARE CONVERTING OUR PLANTS TO CIVILIAN CONTRACTING AND COULD NOT AFFORD TO GO AS HEAVILY IN DEBT AT THIS TIME ON A CONTRACT OF THIS MAGNITUDE WHERE WE HAD TO FURNISH THE BASIC FABRIC.

"-SHORTLY BEFORE THIS BID WAS TO OPEN, HOWEVER, WE WERE APPROACHED BY MR. DONALD P. CHASE OF BRUCE PRODUCTS ABOUT THE POSSIBILITY OF SUBCONTRACTING FROM BRUCE THE SEWING ONLY PORTION OF THIS CONTRACT. SINCE THEY AGREED TO PAY US WEEKLY AS WE SHIPPED RAINCOATS TO THEM AND THEY WERE FURNISHING THE BASIC FABRICS, WE DECIDED THAT WE WOULD LET THEM ACT AS THE PRIME CONTRACTOR AND WE WOULD JUST WITHDRAW OUR BID. HOWEVER, WE INADVERTENTLY LEFT OUR FICTICIOUS PRICE IN RATHER THAN WITHDRAWING. THIS WAS MERELY AN OVERSIGHT IN OUR OFFICE.-" ALSO, BY LETTER DATED OCTOBER 9, 1968, BRUCE SUBMITTED THE FOLLOWING INFORMATION: "BRUCE PRODUCTS DIVISION DID NOT KNOW OF ANY INTENTION ON THE PART OF LAURA INDUSTRIES, INC. TO SUBMIT A BID UNDER IFB DSA100-69 B-0231. "BRUCE PRODUCTS DIVISION DOES NOT KNOW HOW LAURA INDUSTRIES, INC. STRUCTURES THE PRICES OF THEIR BIDS. WE REQUESTED A PRICE FOR CUTTING AND SEWING ONLY OF THE ITEM COVERED IN IFB DSA100-69-B -0231 FROM LAURA INDUSTRIES, INC. THIS PRICE WAS USED IN STRUCTURING THE BRUCE PRODUCTS DIVISION BID PRICE. "FROM AN ANALYSIS OF THE BIDDING, IT APPEARS TO BRUCE PRODUCTS DIVISION THAT LAURA INDUSTRIES, INC. DID NOT INTEND TO BE COMPETITIVE IN THE BIDDING.' IN VIEW OF THE FOREGOING WE SEE NOTHING LEGALLY OBJECTIONABLE TO BRUCE SUBCONTRACTING A PORTION OF THE WORK TO LAURA INDUSTRIES, INC. ..END :