in it says that these definitions applied to this part meaning to some part j there's a definition of concession there it's in fifty one point three in that definition replies to this par meaning the entirety of part fifty one so it seems to me that you are trying to use the definition that applies to some part j which only talks about transfers of contracts which we don't have here in saying that that definition should override the general definition of concession or applies to be entirely of part fifty one and that would apply specifically to the procurement of a contract and actually that's not what we're doing because we're the there it is i understand it the term concessionaire is not really political here but the turn think to look at the prospectus word specifically says two potential of the session errors provide is information about your controlling interest and then not conclude that definition applies doesn't make sense in that there's no the definition and even if a court and that is material as determined by the service so it's up to the service and harman want to materialise it would be you never got it said that you've got specifically calling for controlling interest yes you're on that controlling interest knowing all about it was very or that in fact they stated that a change in a controlling interest did not approve is a material breach in the a specific reason for why some or all that's only on concession or question right yes but  change in it that way it would constitute curial beach automatically material breach this contract it doesn't make any logical sense to then say that but we're reviewing you to decide whether or not usually have this contract we don't hear of these changes there's just can't that the regulation of it the definition shows that the the focus of the agency is the bottom line who has the ability to control these operations they want to know about that person and we think it's very clear that when exponent acquired sixty percent of women here which their whole we said in f x namely that it just wasn't workable to go beyond the level of the pair because of the possibility that a grandparent could just be purchased on the stock market right right so how could it conceivably be a reasonable for an go years later come along and say because of our question really is have a reasonably interpreted their regulation and they've done it directly or a result of what we've said so how can that be a reason give everybody else an opportunity right when certain circumstances exist yet so what's an agency to do when a situation like this happens where the owners again through you that circumstances have changed since the original bill but the circumstances only related to the bitter nobody else the only question is whether one bidder had that a change of ownership if you say it can't ask can you tell me can you tell us would should have caused the park service to change their decision after learning of exponent recognising know why read your brief in your reply brief and in each of them you only use the term prejudice or prejudicial once there's no explanation in either no breeze as to how this material change was prejudicial to you tight you don't change your corporate structure you may pass up on opportunities you don't but your fellow bidder takes advantage of a new acquisition and changes their controlling interest they've now got advantage because they have a flexibility that you didn't hand has you know that maybe you would if you do your bit oh go on on the congressional review issue why do you have standing to raise that we believe you're going to see the most the most the statute gets you used that the park service was supposed to send a copy of the contract to two congressional committees one in the house and one in the senate it doesn't say that those committees can veto a tracked in the committee can't do that it doesn't even say that the committees get the proposal so that they can see whether the park service awarded this to the best bitter because they can compare proposals they just get the contract the  proposed contract of the winner so how was how was serious injury or redress ability for you if that process had been fulfill because you're a loser that process is a part of the reward part of the process and we are tired today congressional review to the extent that congress decided within their powers they want to do something about that award clearly congress intended to have phrase it at the earliest possible date you did yes will became aware we care aware of the basis for our position now when we got the record was that the the agency had to inconsistent as to its not you need to challenge this in an earlier date was that it exceeded five million dollars and you must have known that because you put in your complaint your i don't believe that's the only information we need because why else would you need that that's what the statute anything in excess of five million dollars if it was under five million you couldn't have raised this question of a to over five million you could've you didn't it's not exactly a specter says moore says what the agency estimates it to be so the problem you've got is that you can disagree with aid discrepancy until later but that if you're even if that allegation based on what in your time had been waived the new allegation to be wrought want to give the administrator of record based on your information that comes into our into our hands so the information we got we could have amended the complaint later on once we had came issued a record we already had been there i don't see how that could we were disqualified from raising that on that basis based on new information that we were never told about before we got the field on behalf of the federal beneficial in this definition interest beneficial or otherwise sufficient outstanding voting securities or capital of the concession or or related industries permits the agency's interpretation ignores the phrase and in certain circumstances related entities a person does not advancing a position here today we're trying to read where we would be attempting to read out the related entity language from any regulatory scheme where we are saying is that the related entity an take sixty percent of this now it has no capacity to control big mass but the position you're taking is parents it is not clear that export necessarily has the ability to information were presented to the park service that's an offer or or an existing concession or was in some type of corporate relationship with an entity that was owned by the mafia w no on the grounds that the that responding however like sure i have the i would say that not as a puncture an obviously a controlling interest because if we're putting aside six percent or five percent even after the evaluation panel completes its review the director of action is or the regional directors are related to or is able to terminate a contract if it determines it is not in the public interest and i think that that is the type of information that the original director could say show that the question is did do you do an adequate shar so that would be material i think that if i think if the letter that you're referencing that the park service receipt includes that information that that would in fact or of the that would in fact be something that would consider its evaluation of the material under those circumstances that you suggest your honor yes i think it would be immaterial to you know that the investor in  i think that's part of i think it part of our case is that your honor but i think the other part of our case also is that we did that a person just did not believe that the investment by its own it was material with respect to the operations management or person in and you did do exact same thing send us you know we want some updated information and exponents and some letter back saying nothing to see here we were not going to change the management of indicated that and the park service asked big bus tours does this change anything about your finances and operations and i don't think that that's how it would have played out instead i think that had the letter from appellant mission isis real kind of big but the park service probably would have asked about the finances and operations like they did but probably were also asked about is this isn't true and may in fact of also coordinated with other departments like a target of justice about looking into whether or not this individual is in fact on a terrorist watch list and that would have then gone certainly into the public interest analysis under which the director or regional directors able to not enter into a contract so i do i think that there would be at every step of the process a different outcome and i think that that information the information that was sent of tain would absolutely be material to the agency's analysis of whether or not the government's going to enter into a contract with a company that is whose corporate grandparent has a vest or who is a member  be that it's material if the grandparent is controlled by an entity sometimes but other times it's not material i think that going to what we put a focus on the change in managerial authority which here we were at the record shows there was no change of manager of authority so the agency decided that that is not a material change in the offer such that if there is some per think we would be in here with a very different argument if the agency had said or any other agency had said you know the d c circuit had this language in dicta about our regulations but we we think otherwise we're going to you don't you're following it so i'm asking you when we look at this how what role does that play in our thinking about this case does that resolve the case in other words does and fact the fact that the agency's position is consistent with that agency didn't really explain itself history week basis for so i mean it works like this agency service comes before this court and in fact it loses on the grounds that it didn't parse a language and so it now  discussions with the court but in in fifty one eighty five there was still the court's way in which that we've talked about today where it is limiting the reach of if you want to be five and i think that that does inform the court play any role in i think you today you know i would i would say that your honor that it can be you one of the one of the pieces of information that this court considers when judging whether or not the court acted in terms of regulations reasonably and but it's not that was reasonable and sort of that based on the way that power has framed this is an analysis of whether these other regulations or in fact relevant whether or not they come into play whether or not they are services interpretations of those regulations is reason that was a prohibition on a transfer of an ownership interest of a company unless you get an advance approval from the government that's something that's very very intrusive  in the court and therefore said we're going to limit the reach of this regulation especially since the statute only speaks to transfer of an interest in the actual concession contract so a regulation that goes further and require some sort of advance approval of the transfer of ownership in the concession  or should should and should be limited in scope but that's not what the context of how this definition of controlling interest is being used here it's being used in a completely different context which is hate when you submit a proposal we want to know who the hell we're dealing with in so give us all the information about your parents  grandparents who controls so that we know who we're dealing with and there are two different contexts apples and oranges and perhaps a in fact interpretation makes sense to transfer where use but i think that what what appellant is asking the court to do here is is equally significant which is to say that because of this interpretation of fifteen one eighty five that helen is suggesting that similar to the corporation who is going to have to seek pursers approval for a transfer here's an entity that it's made of a proposal that now is barred from receiving that contract and so i don't know that there is actually that is really  know as the record shows only adopts the proposition that it is in fact reasonable to to seek after cation and it was ultimately she concluded based on the information that i received that there was no material change and i know we we don't have to place i don't believe that the person has needs to place too much weight on in fact that we need to say in fact answer this question if you all if the court were to agree with her petition of amtrak that that's the end of it we can all go home but instead it is one aspect or one piece of information that i think informs the reasonableness of the agency's decision to look at the exponent invest in a big bus tour is limited and decide that that does not like to actually follow up on the colloquy that you're having with the government attorney on the issue of what would happen if a bad actor or wherever was thought to be involved and i want to remind the court that big bus tours as did each other each of the other bidders had to under the rules of solicitation have a cover letter in which it certifies in the cover letter that there are  individuals or entities acting as an offer or or with an ownership interest in the offer or that mint dieted deep are some want civil service cations and so it's a relatively wide open certification it's the if there is a change after the bid is in but before the award is made if there is a change and somebody has gotten in a controlling position or a director or an owner of a controlling company then it is an affirmative obligation of our clients report that it is not an affirmative obligation of our client to report the fact of a change this otherwise benign or doesn't involve deep are individuals or invited individuals it is in the discretion of the agency if they become aware of that information from whatever i'm reading in the newspaper to make inquiries and i'm not aware of any limitation on the level of inquiry that the agency can make the  it says clarification we're first to making clear any ambiguity is any ambiguity s that may have been contained in a proposal way here's a resume the what are we going to do for you isn't changing at all in this in this situation arguably something about the resumes changing the government has discretion to ask about the resume because it doesn't change argument that they were not aware that the that the threshold in their view should have been higher in triggering congressional notification because in the perspect at the time the bids are received and about ten pages later perspective there is a clear as cement of the of the receipt and it is above the five million dollar threshold so the fact may be that the more exact estimate didn't come out until the record came in but i would i would suggest your honor that every bit or was aware that the totality of the revenue both required services and the authorized but not re revenue under the contract for purposes of the threshold part of it was that each of the builders put in a number that it was going to pay the park service as a concession and that number varied our client put in the be used as a basis to find the agency was reasonable the problem that concession would face is that an fact effectively becomes binding price and in the sense that you can overrule it was dicta but yet the agency can rely upon it as the basis for conducting fact that the prospectus itself mord that any objections to failure to notify was right in it and that the total mess in that was over five million which made clear that we would only have a basis we would only have all the facts we needed to purchase that prevail if we knew that the agencies asking those who are contrary what they already knew but what was your estimate in your prospectus for required services in excess of five million dollars yes it was your on our estimate different from theirs that doesn't necessarily mean there is an reasonable reason people can disagree when we found out that they actually unknown to anybody securely had two different estimates one which was far less than one which is far more but even your estimate of required services was less than five million was no one of them was the seven point five million estimate was for required this point but we know we got a tough row to hoe because they got this question this is an estimate they said it they specifically said go get your own it wasn't until we saw the ministry to record it we could have had we not raised this in our complaint we certainly could have amended our complaint to reflect this new information