This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2000).
IN COURT OF APPEALS
Siemens Transportation Systems, Inc.,
A Delaware corporation,
Metropolitan Council, a political subdivision
of the State of Minnesota,
Bombardier Transit Corporation,
Ramsey County District Court
File No. C8007990
Dean B. Thomson, Jocelyn L. Knoll, Aaron A. Dean, Fabyanske, Westra & Hart, P.A., Suite 1100, 920 Second Avenue South, Minneapolis, MN 55402 (for appellant)
Steven K. Champlin, Jonathan A. Strauss, Dorsey & Whitney, LLP, Pillsbury Center South, 220 South Sixth Street, Minneapolis, MN 55402-1498 (for respondent Metropolitan Council)
Robert J. Huber, Mary E. Schwind, Leonard, Street & Deinard, PA, Suite 2300, 150 South Fifth Street, Minneapolis, MN 55402 (for respondent Bombardier Transit)
Considered and decided by Stoneburner, Presiding Judge, Amundson, Judge, and Poritsky, Judge.*
Appellant Siemens Transportation Systems, Inc., asserts that the district court erred by (1) failing to enjoin the Metropolitan Council’s (council) award of a contract for light-rail vehicles (LRVs) to Bombardier Transit Corporation; (2) declining to declare that award of the contract to any bidder other than Siemens is illegal; and, (3) denying an award of bid-preparation costs to Siemens. Because the district court did not err in (1) interpreting the council’s request for bids or (2) determining that the council’s decision to award the bid to Bombardier was not arbitrary, capricious, or unreasonable, we affirm.
Bombardier and Siemens are competitors in the business of designing and building LRVs. The council, a political subdivision of the state of Minnesota, solicited bids for LRVs for the Hiawatha Corridor Light Rail Transit Project. The council conducted a first round of bidding to establish the competitive range of bidders, then, in June 2000, issued a request for Best and Final Offers (request) to Bombardier, Siemens, and three other bidders for the supply of 18 light–rail vehicles and associated materials and services. The request included an option for the council to purchase up to 24 additional LRVs at its discretion.
The introduction to the request provided that the council would evaluate the Best and Final Offers (BAFOs) and select the highest-ranked bidder. Section 1.12.02 of the request provided that “[b]idders will be ranked according to the final score achieved, with the highest ranking being that with the highest score.”
The request described the procedure for evaluating competing BAFOs. A technical committee would score the technical proposals submitted by the bidders and, independently, a financial committee would score the proposed prices, each using a 100-point scale. The technical and price scores would be weighted, technical score 60%, price score 40%, and combined to produce a final score. Next, the scoring committees would forward the final scores, along with a recommendation, to an evaluation panel, consisting of stakeholders in the Hiawatha Corridor LRT Project. The evaluation panel was to consider all of the facts and make a recommendation for the award to the General Manager of Metro Transit, who in turn, was to present the recommendation for approval to the council’s rail transit committee and the council’s governing board. The “Contract Award” section of the request provided:
The Council will award a contract to the Bidder whose Best and Final Offer yields the highest combined score in accordance with the evaluation criteria in Section 1.12 and, when considered in its entirety, best conforms to the overall long term interests of the Council.
Siemens’s BAFO received the highest final score (83.14) and Bombardier’s BAFO received the second-highest final score (82.23). The evaluation panel, after reviewing the scores and BAFOs and hearing oral presentations from the chairs of the technical and financial committees, determined that Bombardier’s bid provided the best value, considering score and the overall long-term interests of the council. The evaluation panel unanimously recommended awarding the contract to Bombardier. The council voted to award the contract to Bombardier. Siemens filed an administrative protest and a request for reconsideration, both of which were denied. Siemens then brought this action seeking injunctive relief and a declaratory judgment to prevent award of the contract to Bombardier, and Bombardier intervened. After a bench trial, the district court denied injunctive relief and dismissed Siemens’s complaint with prejudice. This appeal followed.
1. Standard of review
On appeal from a declaratory judgment, we apply a clearly-erroneous standard to the district court’s factual findings and review its determination of questions of law de novo. Rice Lake Contracting Corp. v. Rust Env’t & Infrastructure, Inc., 549 N.W.2d 96, 98-99 (Minn. App. 1996), review denied (Minn. Aug. 20, 1996). The denial of equitable relief is within the sound discretion of the district court and only a clear abuse of that discretion will result in reversal. Regents of Univ. of Minn. v. Raygor, 620 N.W.2d 680, 687 (Minn. 2001) (citing Nadeau v. County of Ramsey, 277 N.W.2d 520, 524 (Minn. 1979)), cert. granted, 69 U.S.L.W. 3657 (U.S. June 4, 2001) (No. 00-1514).
The parties agree that this action is controlled by Minnesota, not federal, law. The council is subject to the municipal contracting law, Minn. Stat. § 471.345 (2000), but the statute only identifies which contracts are subject to public bidding and does not contain any required evaluation criteria or bidding procedures. But once a public authority has adopted a competitive-bidding method, that method must be followed unless the method has been seasonably abandoned. Byrd v. Independent Sch. Dist. No. 194, 495 N.W.2d 226, 231 (Minn. App. 1993), review denied (Minn. Apr. 20, 1993). The purpose of competitive bidding is to limit the discretion of contract-letting public officials for the purpose of preventing “fraud, favoritism, improvidence, and extravagance.” Griswold v. County of Ramsey, 242 Minn. 529, 536, 65 N.W.2d 647, 652 (1954); see also Coller v. City of St. Paul, 223 Minn. 376, 387, 26 N.W.2d 835, 841 (1947).
The law recognizes the need to accord public officials some latitude in purchasing items on which bids are required. Queen City Constr., Inc. v. City of Rochester 604 N.W.2d 368, 374 (Minn. App. 1999) (citing Leskinen v. Pucelj, 262 Minn. 461, 469, 115 N.W.2d 346, 352 (1962)), review denied (Minn. Mar. 14, 2000). The general rule governing judicial review of municipal decision-making is that the district court is “limited to a resolution of whether the determinations of the governing body were arbitrary, capricious, and unreasonable under all the facts and circumstances of the case.” R.E. Short Co. v. City of Minneapolis, 269 N.W.2d 331, 337-38 (Minn. 1978) (quoting Douglas v. City of Minneapolis, 304 Minn. 259, 272, 230 N.W.2d 577, 586 (1975)). This court recently reaffirmed this principle in Queen City Construction:
The awarding of a contract is an administrative act of discretion vested by law in the governing authorities * * * the courts cannot direct the authorities as to how they shall exercise that discretionary power, nor direct to whom they must let a contract. They may only enjoin them from doing so illegally, which must include an arbitrary, capricious, or unreasonable exercise of power.
Queen City Constr., 604 N.W.2d at 374 (quotation omitted).
a. Terms of the request
Siemens argues that terms of the request required the evaluation panel to recommend the bidder with the highest score and the council to award the contract accordingly. Siemens contends that the council violated well-settled Minnesota law by deviating from the stated award procedures and criteria. The district court disagreed, finding that nothing in the request required the evaluation panel to make its recommendation based solely on highest score and ranking.
Siemens argues that, read together, the introduction of the request, Section 1.12.02, and the “Contract Award” provision require the council to award the contract to the bidder with the highest final score. The introduction provides for selection of the highest-ranked bidder; Section 1.12.02 identifies the bidder with the highest score as the highest-ranked bidder; and the “Contract Award” provision states that the council would award the contract to the bidder whose BAFO “yields the highest combined score in accordance with the evaluation criteria in Section 1.12 and, when considered in its entirety, best conforms to the overall long term interests of the Council.” Siemens reads the provisions to require the highest-scoring bidder to be the bidder whose BAFO “best conforms to the overall long term interests” of the council.
The council argues that Siemens’s interpretation simply ignores the language “and, when considered in its entirety, best conforms to the overall long term interests of the Council,” and that this language is a plainly-stated, separate criterion for the award. The council asserts that the established principle of contract construction requiring contracts to be read as a whole and in a way that gives meaning to all of its clauses applies to the request. See Country Club Oil Co. v. Lee, 239 Minn. 148, 151-52 , 58 N.W.2d 247, 249 (1953) (stating established principle). The council argues that the express language of the request gives the council discretion to consider the scores in relation to its overall long-term interests before making an award. We agree. The district court correctly noted that nothing in the request required the council to award the contract to the bidder with the highest score and that the contract language and evaluation panel would be superfluous under Siemens’s reading of the request.
b. Reasonableness of the award
The request represents a “best value” procurement method. The technical and financial committees reviewed BAFOs independently and arrived at independent scores according to detailed criteria set out in the request. Bidders were ranked according to weighted scores, but the request also required the scores and information from the committees to be reviewed by the evaluation panel for a final recommendation to the council for the bid award. Implicit in this scheme is that the evaluation panel would determine which bidder offered the best value, considering the scores and the long-term best interests of the council.
The bidders knew that the council had previously determined that at least 22 LRVs would be required for the transit line to provide the desired level of service. Initial discussions with bidders involved 22 LRVs, but when the request was drafted, due to budget constraints, bids were requested on 18 cars with an option for the council to purchase additional cars at the same price. Based on the information before it, the evaluation panel concluded that the LRVs proposed by Siemens and Bombardier were technically equivalent and that Siemens and Bombardier were virtually tied in the scoring process. Bombardier’s price allowed the council to order 22 vehicles within its budget and Siemens’s price did not. The evaluation panel concluded that given the small disparity in quality and the $5.2 million disparity in price, Bombardier’s bid conformed best to the overall, long-term interests of the council. For that reason, the evaluation panel recommended award of the bid to Bombardier. The council adopted the recommendation.
Siemens was aware that the evaluation panel would be reviewing the scores assigned by independent committees. The wording of the request was sufficient to alert Siemens to the fact that the evaluation panel would be the first to look at price and quality together, and that the evaluation panel would consider whether difference in quality was worth the difference in price when determining which bid represented the best value to the council. Although the council could have set out the role of the evaluation panel more clearly in the request, the request provides notice that the evaluation panel will be evaluating the bids for “value” in light of the long-term best interests of the project. The district court did not err in determining that Siemens could not reasonably have concluded that the score would be the only basis upon which the contract would be awarded.
c. Notice of evaluation criteria
Siemens also challenges the contract award on the ground that the council’s reservation to award the contract to a bidder other than the highest-scoring bidder allowed impermissible ambiguity and discretion in public bidding, contrary to Coller and Griswold, and resulted in the bidders being misled. Coller and Griswold are distinguishable on their facts. In Griswold, a “delayed-action” clause in the county’s bid request allowed the county to make material changes in the contract after the award. Griswold, 242 Minn. at 531-32, 65 N.W.2d at 649-50. By shifting costs to after-bid items, a bidder could appear to be the lowest bidder, when, in reality, the county would be forced to contract for the higher-priced “extras” after the bid was awarded. See id. at 537, 65 N.W.2d at 653 (illustrating how “delayed-action” clause could operate). In Coller, a bidder was allowed to materially alter its bid after the bids were received and opened. Coller, 223 Minn. at 381, 26 N.W.2d at 838.
Siemens does not allege that the council retained the right to make a change after the contract is awarded or allowed an alteration of a bid. Siemens asserts that because the “long-term best interests” of the council are not clearly defined, the council has retained too much discretion and the request lacks “transparency,” both of which affect the integrity of the process:
Elemental fairness requires that bidders be entitled to notice of the bases upon which their bids will be evaluated. This is particularly true when the basis for decision making varies from a search for the “lowest responsible bidder” * * * . Even under a standard of review attaching liability only to arbitrary and capricious conduct, the County’s failure to give notice undermines the integrity of the entire bidding system.
United Techs. Communications Co. v. Washington County Bd., 624 F. Supp. 185, 192 (D. Minn. 1985). In United Techs.,the court recognized the need for some subjectivity when a governmental agency selects sophisticated and expensive equipment, but was offended by the failure of the county’s bid solicitation to provide any information to bidders about the scoring system to be used in analyzing bids. Id. The complete absence of information about the scoring process led the court to find that an unsuccessful bidder seeking to enjoin the bid award was likely to succeed on the merits of its claim that the process was illegal. Id. Here, by contrast, the scoring process was described in great detail and Siemens does not challenge it. Siemens may legitimately complain about lack of detail on the “best conforms to the overall long-term interests” criterion, but it was on notice from the language in the request that consideration would be given to this factor.
Siemens also relies on Gale v. City of St. Paul, 255 Minn. 108, 96 N.W.2d 377 (1959). In Gale, the supreme court held that a project should be re-bid because the solicitation was so ambiguous that the bidders provided entirely different information in response. 255 Minn. at 114-15, 96 N.W.2d at 381-82. Siemens argues that if the council is allowed to define its long-term interests so that it overwhelms the scoring process, the provision has a latent ambiguity analogous to the ambiguity in Gale. Siemens argues the ambiguity misled Siemens into bidding a technically superior, but more costly LRV. Siemens contends that it could have bid a less expensive model LRV. But, unlike Gale, the bidders here have not been misled as to what information to submit. Siemens relied on the technical superiority of the LRV it bid and believed that the council would find the technical benefit worth the price. Although the council stressed technology over price in its weighted scoring, it did not abdicate the ability to determine value, a concept considered by the evaluation panel as separate from price.
The district court found (1) that a thorough reading of the request could not have reasonably led Siemens to conclude that the contract would be based only on scoring; (2) that all of the bidders were on an equal footing; and (3) that no one had an unfair advantage. We agree. Siemens simply overestimated the value to the council of the technical advantage of the LRV it bid.
Siemens argues that by essentially awarding the contract to the lowest-price bidder, the council “re-weighted” its selection criteria after the bids had been received and opened, thereby misleading bidders. Siemens’s quarrel with the mathematics used by the evaluation panel to conclude that the technical scores were virtually the same has merit, but the council did not change numbers in a bid, or add information to a bid, or change the scores assigned by the technical or financial committees. The evaluation panel noted the difference in the scores and evaluated what that difference meant. The evaluation panel did not just make an award to the lowest bidder, but rather determined that the difference in technology did not justify the difference in price. The council’s action was not arbitrary, capricious, or unreasonable.
Because we affirm the district court’s conclusion that Siemens is not entitled to a declaratory judgment voiding the bidding process, Siemens is not entitled to equitable relief. The district court did not err by denying injunctive relief and declining to award Siemens the cost of bid preparation and other costs.
* Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. art. VI, § 10.
 At the time of the trial the contract had not yet been signed due to five contingencies, including the Buy-America-Pre-Award-Audit, that had just been completed prior to trial.
 Siemens argues that the evaluation panel’s actions illegally changed the request to a low-price, technically-acceptable method of procurement, but testimony of evaluation panel members demonstrates the Panel’s focus on value, a consideration of both quality and price.
 The request provided that bidders could ask for a clarification or a change in writing, but Siemens did not do so.
 Siemens contends that in reviewing the request, it determined that because the technical score was weighted higher than the price, it would bid its higher-priced SD660 LRV, rather than its S70 LRV and that had it been aware that price was, in fact, the determinative factor, it would have won the bidding competition had it bid the S70 model. Siemens asserts that because it did not bid the S70 LRV, taxpayers were deprived of the best bargain for the least money. Trial testimony demonstrates, however, that even before the request, Siemens had determined that the LRV sought by the council closely matched its SD660 and that use of this model would permit Siemens the best opportunity to comply with the council’s schedule. Siemens never presented information about the S70 to the council and there is no evidence to support Siemens’s assertion that had it bid the S70 LRV the council would have determined that LRV to represent the best value.
 The chair of the technical committee told the evaluation panel when he presented the scores from the technical committee that Siemens’s and Bombardier’s LRVs were functionally equivalent.