TITLE: B-296317, Antmarin Inc.; Georgios P. Tzanakos; Domar S.r.l., July 26, 2005
BNUMBER: B-296317
DATE: July 26, 2005
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B-296317, Antmarin Inc.; Georgios P. Tzanakos; Domar S.r.l., July 26, 2005

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

   Decision

   Matter of: Antmarin Inc.; Georgios P. Tzanakos; Domar S.r.l.

   File: B-296317

   Date: July 26, 2005

   Craig A. Holman, Esq., and Kara L. Daniels, Esq., Holland & Knight LLP,
   for the protesters.

   Walter A. I. Wilson, Esq., Lawrence M. Prosen, Esq., and Donald E.
   Santarelli, Esq., Bell, Boyd & Lloyd PLLC, for MLS, Limited, an
   intervenor.

   Vicki E. O'Keefe, Esq., and Michael D. Rossiter, Esq., Naval Supply
   Systems Command, for the agency.

   Edward Goldstein, Esq., and Christine S. Melody, Esq., Office of the
   General Counsel, GAO, participated in the preparation of the decision.

   DIGEST

   Protest that agency improperly exercised option is denied where agency
   reasonably determined that exercising the option was the most advantageous
   means of satisfying the agency's needs.

   DECISION

   Antmarin, Inc., Georgios P. Tzanakos, and Domar S.r.l. protest the
   Department of the Navy's decision to exercise an option (specifically,
   option year 6) under contract No. N68171-99-D-4029, awarded to
   MLS-Multinational Logistic Services, Ltd.[1] for the provision of
   husbanding services to the U.S. Navy, Coast Guard, Military Sealift
   Command, and Naval Fleet Auxiliary Force vessels in over 40 ports
   throughout the Mediterranean. The protesters argue that the Navy's
   exercise of the option failed to comply with regulatory requirements, the
   decision was arbitrary, and that it was the result of the agency's lack of
   advance planning.[2]

   We deny the protest.

   BACKGROUND

   On January 13, 1999, the Navy awarded a requirements contract to MLS for
   "husbanding" services in over 40 ports throughout the Mediterranean. MLS's
   contract was awarded at a total evaluated price of approximately $234.6
   million, for a base year from April 1, 1999 through March 31, 2000, plus
   nine 1-year options.

   As explained by the parties, U.S. Navy ships visiting ports (at which the
   Navy does not maintain a base) frequently require and obtain husbanding
   services and supplies from contractors. These services and supplies
   generally include trash and sewage removal, refueling arrangements, force
   protection for ships, transportation for ship members, as well as the
   provision of fresh food and water. Historically, husbanding services in
   the Mediterranean region had been awarded under 36 port-specific
   contracts. In early 1998, however, the Navy issued a single solicitation
   for regional husbanding services throughout the Mediterranean, including
   the Gulf of Aqaba for Israeli and Jordanian ports, the Sea of Marmara, the
   Azores Islands, the Canary Islands, Madeira, Portugal, as well as France,
   Monte Carlo, Greece, Italy, Spain, Turkey, Libya, Lebanon, Morocco, Syria,
   Tunisia, Gibraltar, Albania, and Algeria. The Navy awarded the subject
   contract to MLS as a result of this solicitation.

   Eight firms competed for the Mediterranean regional contract. MLS,[3]
   however, was the only contractor to submit a proposal for all countries
   and all ports (MLS submitted its proposal on an "all or none" basis)--the
   other offerors submitted proposals for only portions of the requirement,
   limited to particular ports or countries. Overall, MLS's total price
   ($234.6 million) was substantially lower than the lowest composite price
   of the other firms' proposals ($412 million), a difference of
   approximately $177 million. Agency Report (AR), Tab 6, Determination Not
   to Exercise Option Year Seven, at 1.

   Under its contract, MLS is required to provide, among other services,
   force protection for the ships, trash and sewage disposal, replenishment
   of water and food, arranging for pilots, tugs, and line handlers,
   providing water taxi services, and other supplies or services as needed.
   At specified ports, MLS is also required to provide unique port services,
   including, for example, air terminal services for military aircrafts, and
   in support of operations other than war (e.g., emergency situations caused
   by natural disaster, terrorism, etc.), MLS is required to fulfill
   logistical requirements including, for example, providing liaisons with
   local political and police authorities. AR at 1-2.

   The husbanding requirements are set forth in a "Schedule of
   Supplies/Services and Prices," which provides for numerous fixed-price and
   unpriced contract line items. Contract, attach. 3. As a general matter,
   where a requirement has not been priced, MLS is required to assist the
   Navy in contracting, from at least three reliable sources. Contract,
   attach. 5, B.4. As to the purchase of fresh fruit and vegetables (FFV),
   which were not priced, MLS is required to solicit three sources and
   provide the information to the Navy only for purchases in excess of
   $10,000. Id. Moreover, MLS provides force protection--the Navy added this
   requirement to the contract on an unpriced basis following the events of
   September 11, 2001, on a sole-source basis. AR, Tab 6, Determination Not
   to Exercise Option Year Seven, at 3.

   So far, the agency has exercised six of the nine options under the
   contract. It is the exercise of the sixth option, covering the period
   April 1, 2005 through March 31, 2006, that is at issue in this protest. In
   accordance with the terms of the contract, the Navy provided MLS with
   preliminary notification of its intent to exercise the option on November
   12, 2004, more than 60 days before expiration of the contract.[4] On March
   22, 2005, the Navy formally exercised option 6 through a modification to
   MLS's contract. The decision to exercise the option was based on the
   contracting officer's determination, pursuant to FAR sect. 17.207, that
   exercise of the option was "the most advantageous method of fulfilling the
   Government's need, price and other factors . . . considered." AR, Tab 7,
   Determination to Exercise Option Year Six; Tab 8, Contract Mod. 32. Prior
   to the exercise of option 6, however, on March 15, the Navy decided not to
   exercise option 7 for the period April 1, 2006 through March 31, 2007.

   Discussion

   Before an option can be exercised, an agency must make a determination
   that exercise of the option is the most advantageous method of fulfilling
   its needs, price and other factors considered. FAR sect. 17.207(c)(3).
   This determination must be based on one of the following findings: (1) a
   new solicitation fails to produce a better price or a more advantageous
   offer; (2) an informal market survey or price analysis indicates that the
   option price is lower or the more advantageous offer; or (3) the time
   between contract award and option exercise is short enough and the market
   stable enough that the option price is the lowest price obtainable or the
   more advantageous offer. FAR sect. 17.207(d). With regard to the
   consideration of "other factors," under FAR sect. 17.207(c)(3), the
   contracting officer should take into account the need for continuity of
   operations as well as the potential costs of disrupting operations. FAR
   sect. 17.207(e). The contracting officer is accorded broad discretion in
   making this determination, and our Office will therefore not question the
   decision to exercise an option, rather than conduct a new procurement,
   unless it is shown to be unreasonable or contrary to applicable
   regulations. Sippican, Inc., B-257047.2, Nov. 13, 1995, 95-2 CPD para. 220
   at 2.

   We find no basis to question the agency's exercise of option 6. The record
   reflects that the contracting officer based her decision to exercise
   option 6 on an "informal analysis of prices or an examination of the
   market." AR, Tab 7, Determination to Exercise Option Year Six. More
   specifically, the Navy considered the fact that during the initial
   competition, MLS's price (to include options) was 43 percent lower than
   the best composite pricing drawn from the other offerors, that MLS's
   escalation in prices from option year 5 to for option year 6 was close in
   line with that of other offerors in the original competition, and that
   MLS's escalation in price from the base year to option year 6 was less
   than that of other offerors in the original competition.[5] Agency's
   Response to Protesters' Comments at 7.

   In addition, the Navy compared MLS's escalation rate for option 6 with the
   2004 average rate of inflation for each country under the contract. In
   comparing these rates, the Navy noted that MLS's average percentage rate
   increase for all countries was 1.66 percent higher than the average of the
   inflation rates for all countries under the contract. Considering only the
   countries actually visited in the past year, MLS's average price increase
   was 2.14 percent higher than the average inflation rates for those
   countries. However, the agency also noted that MLS's average rate increase
   for the countries visited the most under the contract in the prior year
   was 2.09 percent lower than the average increase in the rate of inflation
   for these countries.[6] The contracting officer also considered that MLS's
   prices for sewage and trash removal services in Naples, Italy are
   approximately [deleted] percent lower than those of a separate Navy
   contract in Gaeta, Italy, and that from option year 4 through the end of
   option year 5, MLS was highly rated for past performance in many respects
   and either stable or better in virtually all categories. AR, Tab 7,
   Determination to Exercise Option Year Six.

   Aside from price and performance considerations, in deciding to exercise
   option 6, the Navy highlighted the fact that the process of resoliciting
   and awarding a new contract would take more than 12 months,[7] and that
   the Navy requires the husbanding services under MLS's contract, which, in
   the past year supported 356 ships in 633 port visits, in 52 ports and 13
   countries, on a continuous basis without interruption. AR at 6; Tab 7,
   Determination to Exercise Option Year Six. This was a significant concern
   for the agency because, as explained by the Navy, many of the ships
   visiting ports were replenishing supplies as they moved to and from the
   Persian Gulf carrying critical war material in direct support of Operation
   Freedom, and other ships required port visits in order to execute their
   daily missions of regional counter-terrorism and participation in NATO and
   other joint exercises. AR at 4.

   In challenging the agency's determination to exercise option 6, the
   protesters principally rely on the agency's determination not to exercise
   option 7 under MLS's contract, which was signed several days prior to the
   determination to exercise option 6. As part of the determination not to
   exercise option 7, the contracting officer indicates that she is unable to
   make a determination that exercise of option 7 is the most advantageous
   method of fulfilling the government's need, "price and other factors
   considered," and includes a request for authority "to commence the
   planning for competition of the husbanding services requirements currently
   provided under the MLS contract." The determination also includes a
   tentative schedule for a 12-month acquisition process, which includes
   development of a new solicitation, issuance of the solicitation, receipt
   and evaluation of proposals, and award of a new contract. AR, Tab 6,
   Determination Not to Exercise Option Year Seven, at 5. As support for its
   determination and request to proceed with planning for a new solicitation,
   the contracting officer identified a variety of factors.

   Specifically, the contracting officer noted that when the Navy awarded
   MLS's contract, the political and economic situation in Europe was
   different. According to the contracting officer, integration of businesses
   across borders has increased as has the formation of transnational
   alliances for services, which had previously been carried out on the
   domestic level by national firms, supporting the notion that there may be
   more companies willing to compete for the entire scope of work. AR, Tab 6,
   Determination Not to Exercise Option Year Seven, at 2. A variety of other
   factors were also identified, to include: (1) the fact that the contract
   had been subject to 16 major modifications, such as the inclusion of force
   protection services; (2) reduced ship volumes; (3) reduction in the value
   of the dollar versus the euro since fiscal year 2002 and exchange rate
   problems under the current contract; (4) a desire to obtain fixed prices
   for some force protection items, which are currently provided by MLS on a
   sole-source basis without fixed prices; (5) a desire to obtain fixed
   prices for many other unpriced items since they represent approximately 21
   percent of the total amount spent in all ports and the Navy believes it
   can now price these items, based on historical pricing information under
   the contract; (6) development of a procedure to better provide for
   competition of FFV purchases, or, in the alternative removing the FFV
   requirement from the contract and obtaining them by alternate means; and
   (7) the need to tailor requirements as a result of a recent request to
   include new ship requirements from the Military Sealift Command under the
   husbanding contract. Id.

   Given the Navy's determination not to exercise option 7, the protesters
   assert that the determination in favor of exercising option 6, made days
   later, was a "completely arbitrary concoction apparently issued in order
   to justify an extension caused by the Navy's failure to test the market in
   a timely fashion." Protesters' Comments at 16. The two determinations,
   however, are not wholly at odds as argued by the protester. Rather, as the
   Navy argues, they reflect the contracting officer's reasonable effort to
   address a difficult acquisition planning problem--the need to obtain
   necessary services on an uninterrupted basis from a quality contractor,
   while also justifying and planning for a follow-on acquisition, which
   requires the length of one option period for completion. Given these
   circumstances, it was reasonable for the Navy to conclude on the one hand
   that exercise of option 7 was not in the best interest of the government
   since it was due to be exercised more than 12 months from the date of the
   determination, and on the other hand to conclude that exercise of option 6
   was in the best interest of the government, given the Navy's legitimate
   need for continuity of services, as well as the Navy's determination that
   MLS's prices were in line with market prices and that it had a positive
   record of past performance. While this analysis may not have placed
   maximization of price competition for the option 6 requirements as a top
   priority, as may have been the case in the agency's decision to issue a
   new solicitation instead of exercising option year 7, maximizing price
   competition is not required in the exercise of an option. Rather, the
   determination whether to exercise an option requires a balancing of many
   factors and it is this balancing and weighing of factors which
   characterizes the discretion afforded agencies in this area.

   In arguing that the agency's exercise of option 6 was the result of the
   Navy's lack of advance planning, the protesters maintain that the Navy
   should have evaluated whether to exercise option 6 approximately 1 year
   before the option exercise date, just as it had done with option 7. The
   logic of this argument, however, falls under its own weight. Had the Navy,
   as the protesters suggest, analyzed the exercise of option 6 a year
   earlier, and made a determination not to exercise the option, the
   determination to exercise option 5 also would have been improper under the
   theory advanced by the protesters, unless the option 5 determination had
   also been made a year in advance. Following the protesters' argument to
   its logical conclusion, the Navy would have had to decide whether to
   exercise the first option at the moment of contract award, a clearly
   unreasonable circumstance.

   Moreover, the decisions cited by the protesters as support for their
   assertion that the Navy's exercise of option 6 violated "well-established
   law" requiring reasonable advance planning, are inapposite. All of the
   cases cited by the protesters in this regard involve situations where
   agencies, owing to their lack of advance planning, awarded contracts using
   noncompetitive procedures, e.g., sole-source awards under FAR Part 6. See,
   e.g., VSE Corp., Johnson Controls World Servs., Inc., B-290452.3, et al.,
   May 23, 2005, 2005 CPD para. 103 at ____; Signals & Sys., Inc., B-288107,
   Sept. 21, 2001, 2001 CPD para. 168 at 9. We sustained those protests,
   citing the requirements of the Competition in Contracting Act (CICA) of
   1984, 41 U.S.C. sect. 253(f)(5)(A), which expressly provides that under no
   circumstance may noncompetitive procedures be used due to a lack of
   advanced planning by contracting officials.

   In this case, the agency did not utilize noncompetitive procedures;
   rather, the Navy exercised an option, which had been evaluated as part of
   the initial competition and thus satisfied the requirement for full and
   open competition.[8] In such a situation, the determination to exercise
   the option simply does not require the same degree or kind of advance
   acquisition planning required to meet the competition mandates of CICA for
   the award of a new contract, and thus the decisions relied upon by the
   protesters do not apply.

   The protesters also challenge the adequacy of the Navy's price analysis,
   arguing that it was unreasonable for the Navy to compare MLS's prices with
   those of the original competition because these prices are no longer valid
   due to the passage of time and changes in the market conditions, as
   acknowledged by the agency in its decision not to exercise option 7.[9]
   The Navy did compare MLS's prices with those of the original competition
   and reasonably focused on the fact that MLS's price was approximately 43
   percent lower than the other offerors' (a significant difference), and
   that MLS's escalation for its option year pricing was in line with the
   increases of the other offerors (demonstrating that MLS's did not offer
   overly inflated option year pricing in the original competition). Contrary
   to the protesters' suggestions, the Navy did not rely exclusively on a
   comparison of the prices from the original competition.

   Rather, the Navy compared MLS's rate of increase for its option pricing
   with the current inflation rates for the countries visited and concluded
   that they were actually lower when compared with the average rate of
   inflation for the countries most visited. While the protesters maintain
   that the countries' average inflation rates do not provide a valid basis
   of comparison because they are more general, and therefore are not a good
   indicator of the increase or decrease in prices for the particular
   products and services under MLS's contract, the protesters fail to present
   any specific evidence suggesting that MLS's prices are actually higher
   than those found in the market. In addition, as noted above, the Navy
   specifically compared MLS's prices for sewage and trash removal services
   in Naples, Italy with those of another Navy contract in Gaeta, Italy, and
   found MLS's prices to be lower.[10] As explained by the Navy, it compared
   prices for these particular services because they are expensive, the
   locations are comparable, and the prices were documented and valid.
   Agency's Response to Protesters' Comments at 4 n.2. Given the agency's
   wide discretion in this area, there was nothing unreasonable with the
   agency's price analysis. See Alice Roofing & Sheet Metal Works, Inc.,
   B-283153, Oct. 13, 1999, 99-2 CPD para. 70 (agency's use of consumer price
   index to analyze rate of increase of option pricing for roofing services
   was not unreasonable where there was no reason to suspect that roofing
   prices had either declined or increased at lower rate than prices
   generally, and the protester did not furnish any evidence demonstrating
   that roofing prices were substantially different from those of the option
   prices).

   As a final matter, the protesters mistakenly rely on our decisions in
   Banknote Corp. of Am., Inc., B-250151, Dec. 14, 1992, 92-2 CPD para. 413
   and AAA Eng'g & Drafting, Inc., B-236034, B-236034.2, Mar. 26, 1992, 92-1
   CPD para. 307 as support for their argument that the agency's price
   analysis unreasonably failed to consider changes in the market. In both
   Banknote and AAA Eng'g & Drafting, we found the option exercise
   unreasonable because the agency's price analysis was limited to comparing
   the prices it had received for the option year under the original
   solicitation despite substantial increases in the agencies' requirements
   and/or significant decreases in market prices, suggesting that the agency
   could have anticipated substantially lower prices.

   Specifically, in Banknote, the agency's needs exceeded the estimated
   quantities under the contract by more than 50 percent in the year prior to
   the agency's option exercise and by more than 16 percent, 2 months into
   the option year. There has been no similar showing in this case. Rather,
   the record suggests the agency's requirements are decreasing--the number
   of ship visits under MLS's contract has declined from the date of award to
   the beginning of option year 6--a fact suggesting that a new solicitation
   could result in higher prices.[11]

   Similarly, in AAA Eng'g & Drafting, the agency exercised an option based
   on prices for 736 square feet of warehouse space; yet, the agency's
   requirements under the contract had grown to 8,820 square feet. Moreover,
   the protester in that case presented evidence that prices for similar
   warehouse space had decreased to less than half of that charged under the
   option exercised by the agency. Again, the protesters have not made a
   similar showing or presented any evidence to suggest that MLS's option 6
   prices are substantially higher than those paid in the current market.

   We conclude that the Navy's determination under FAR sect. 17.207 that
   exercise of option 6 under MLS's contract was in the best interest of the
   government, price and other factors considered, was not unreasonable and
   was in accordance with applicable regulations. While the protesters
   ultimately disagree with the Navy's judgments in balancing its need for
   continuity of services, price, and the difficulties posed by a lengthy and
   complex acquisition planning process, their disagreement does not
   demonstrate that the Navy abused its discretion in deciding not to compete
   the option requirements at issue.

   The protest is denied.

   Anthony H. Gamboa

   General Counsel

   ------------------------

   [1] The Navy entered into a novation agreement resulting in the transfer
   of the contract from MLS-Multinational Logistic Services, Ltd. to the
   intervenor, MLS, Limited. The intervenor represents that MLS, Limited has
   recently changed its name to that of the original contractor,
   MLS-Multinational Logistic Services, Ltd. The protesters argued in part
   that the Navy's decision to novate the contract was a nullity and contrary
   to law because MLS-Multinational Logistics Services, Ltd. had "expired" or
   "dissolved" by operation of Maltese law prior to the
   novation--MLS-Multinational Logistic Services, Ltd. had been a Maltese
   offshore company, according to the protesters. The protesters further
   argued that the exercise of the option to MLS, Limited constituted an
   improper sole-source award, as a consequence of the improper novation. In
   developing the case, our Office dismissed these issues because they turned
   on the propriety of the novation agreement--a matter of contract
   administration--which is not for GAO's review.

   [2] The Navy requested dismissal of the protesters' challenge to the
   exercise of option 6 arguing that the decision to exercise an option is a
   matter of contract administration and therefore not for our review. See 4
   C.F.R. sect. 21.5(a) (2005). While our Office views an agency's decision
   not to exercise an option as a matter of contract administration, we will
   entertain protests arguing that an agency unreasonably decided to exercise
   an option in an existing contract, rather than conduct a new procurement.
   See, e.g., Test Sys. Assocs., Inc., B-244007.6, Mar. 29, 1993, 93-1 CPD
   para. 274 at 4-5. As a consequence, we denied the agency request for
   summary dismissal in this regard.

   [3] According to the protester, 14 Navy husbanding contractors (including
   Antmarin, Tzanakos, and Domar) joined in the purchase of MLS-Multinational
   Logistic Services, Ltd. to compete for the Mediterranean husbanding
   contract requirements. Principles from the three protesters, Antmarin,
   Tzanakos, and Domar, were elected to serve on the board of directors for
   MLS-Multinational Logistic Services, Ltd.. However, as described by the
   protesters, due to disagreements with other board members, they have been
   effectively excluded from the operations of MLS-Multinational Logistic
   Services, Ltd. and the successor contractor, MLS, Limited. Protest at 3,
   7.

   [4] The contract included Federal Acquisition Regulation (FAR) Clause
   52.217-9, Option to Extend the Term of the Contract (Mar 1989), which
   states in relevant part:

   (a) The Government may extend the term of the contract by written notice
   to the Contractor; provided that the Government shall give the Contractor
   a preliminary written notice of its intent to extend at least 60 days
   before the contract expires. The preliminary notice does not commit the
   Government to an extension.

   Contract at 13.

   [5] The Navy noted that MLS's escalation from option year 5 to year 6 was
   4.9 percent, while the price escalation for the two other offerors
   considered by the agency was 4.4 percent and 4.7 percent. In addition, the
   Navy noted that the total escalation in pricing from the base year to
   option year 6 was 12.92 percent while the escalation of the two other
   offerors considered was 18.62 percent and 25.29 percent. While the
   protester contends that the Navy's analysis was flawed because it did not
   compare MLS's prices to all offerors' prices, the Navy explains that it
   only considered the price information for those offerors in the
   competitive range that had submitted price information on a sufficient
   number of ports to perform a meaningful comparison. Agency's Response to
   Protester's Comments at 7. The protesters do not provide any reason to
   suggest that the agency's judgment in this regard was unreasonable.

   [6] The Navy defined countries most visited to mean those that comprised
   at least 5 percent of total visits and noted that these countries, when
   combined, constituted 89 percent of total visits: (1) Greece (33 percent);
   (2) Italy (26 percent); (3) Spain (13 percent); (4) France (12 percent);
   and (5) Turkey (5 percent).

   [7] The Navy indicated that the acquisition planning process for
   soliciting and awarding regional husbanding contracts is complex and
   time-consuming. In developing the solicitation, the Navy obtains input
   from many agency customers, with at times conflicting requirements. Based
   on past experience, the Navy's regional husbanding contract for Northern
   Europe required 8 months to develop a statement of work and over a year to
   make an award from the date of issuance of the solicitation. In
   contracting for regional husbanding services in Southwest Asia,
   development of the statement of work required 6 months and award had not
   been made after 18 months. Developing the statement of work for the
   current contract required 8 months and after issuance of the solicitation
   award was made in approximately 9 months. AR at 3; Tab 5, Decl. of Officer
   in Charge of Navy Regional Contracting Detachment Naples, Italy, at 2.

   [8] Exercise of an option satisfies the requirement for full and open
   competition, where the option was evaluated as part of the initial
   competition and it is exercisable at an amount specified in or reasonably
   determinable from the terms of the basic contract. FAR sect. 17.207(f).

   [9] The protesters also argue that the agency failed to properly consider
   overbilling by MLS during contract performance. Prior to filing their
   protest, the protesters had raised allegations of overcharging by MLS with
   the contracting officer. The Navy, however, explains that upon review of
   these allegations it appeared that they related to invoice reconciliation
   matters, which MLS had immediately and appropriately remedied after it was
   alerted as to these issues. See Agency Response to June 15, 2005
   Conference Call.

   [10] The protesters assert that when the Navy compared MLS's prices for
   trash and sewage services with those of the Navy's Gaeta contractor, the
   Navy used the wrong unit price information for MLS. Specifically, the
   protesters note that the Navy used a unit price of [deleted] euros rather
   than a higher rate of [deleted] euros. Protesters' Final Comments at 9
   n.2. Even assuming this to be true, this small difference in price would
   not have altered the Navy's conclusion that MLS prices were approximately
   [deleted] percent less than those of the Navy's Gaeta contractor.

   [11] According to the Navy, in fiscal year 1999, there were 628 visits,
   while in fiscal year 2004, there were only 355 visits. AR, Tab 6,
   Determination Not to Exercise Option Year Seven, at 3.