GRANTED: July 13, 1993 GSBCA 11368 COMPUTER NETWORK SYSTEMS, INC., Appellant, v. GENERAL SERVICES ADMINISTRATION, Respondent. Carl L. Vacketta and Richard P. Rector of Pettit & Martin, Washington, DC; and Barbara Spencer Lamade of Computer Network Systems, Incorporated, Arlington, VA, counsel for Appellant. John E. Cornell, Michael D. Tully and Margaret A. Dillenburg, Office of General Counsel, General Services Administration, Washington, DC, counsel for Respondent. Before Board Judges LaBELLA, HYATT, and WILLIAMS. WILLIAMS, Board Judge. On July 29, 1991, appellant Computer Network Systems, Inc. (CNSI)[foot #] 1 appealed the contracting officer's failure to issue a final decision within the time established in section 6(c)(2) of the Contract Disputes Act of 1978, 41 U.S.C. 601-613 (1988). On May 16, 1991, CNSI had submitted a claim requesting $208,213.49, subsequently revised to $195,975.90, which represents an unpaid balance for surcharge costs for access ----------- FOOTNOTE BEGINS --------- [foot #] 1 In 1985, appellant was a division of COMNET Corporation, known as the Computer Network Division. COMNET Corporation incorporated the Division in 1987 as Computer Network Systems, Inc. and assigned all of its government contracts to CNSI. As of August 1, 1991, CNSI sold all of its assets and ceased business operations. Transcript at 17-22; Complaint 3; Answer 3. For purposes of this opinion, references to CNSI will mean CNSI and its corporate predecessors. ----------- FOOTNOTE ENDS ----------- to PILOT software during fiscal years 1989 and 1990 by the General Services Administration's (GSA's) Office of Financial Management Systems. For the reasons discussed below, the appeal is granted. Findings of Fact The TSP Program On March 20, 1984, appellant was awarded multiple award schedule contract (MASC) number GS00K8502S1095 for fiscal year 1985 (the 85 MASC) under the General Services Administration's Teleprocessing Services Program (TSP). The TSP authorized government agencies and organizations to purchase commercial teleprocessing services from any contractor that had been awarded a TSP MASC for that fiscal year. Complaint 1; Answer 1; 41 CFR 201-32.303 (1988). Each TSP MASC served as an "umbrella" contract that included a schedule of various teleprocessing services offered by participating contractors and a corresponding schedule of prices associated with those services, as well as the terms and conditions under which the contractor would perform the offered services. Appeal File, Exhibits 1, 5; Transcript at 20-21; 41 CFR 201-32.303(a)(1), (2); Deposition of Maxine Andewelt (Andewelt Deposition) (June 26, 1992) at 11. A government agency could effect a TSP purchase by issuing a delivery order (DO) for services offered by a contractor under a MASC. Complaint 1; Answer 1; Andewelt Deposition at 12; Transcript at 23-24. A DO could be issued directly under an existing MASC or under a systems life order (SLO). Transcript at 21-22. An SLO resulted from an agency's competition of its teleprocessing requirements among existing MASC contractors. Id. at 21-22, 159. Following award of an SLO, subscriber organizations within the agency could obtain TSP services from the awardee by issuing a DO under the SLO. Id. at 22-23. The IBM Architecture Center SLO In 1985, GSA issued a request for proposals (RFP) for centralized teleprocessing services available under the 85 MASC to consolidate GSA's IBM applications. Transcript at 23-24; Deposition of Lynn Morgan (June 25, 1992) at 20. This SLO procurement was known as the IBM architecture center procurement. Transcript at 23-24. On July 17, 1985, GSA awarded CNSI an SLO under this RFP to provide centralized teleprocessing services under CNSI's 1985 MASC at an evaluated price of approximately $23 million. Id. at 24; Appeal File, Exhibit 2. This was the largest SLO awarded under the 85 MASC, and it was very significant for CNSI, which was a small company. Transcript at 24, 32. In addition to the discounts CNSI offered under the 85 MASC, CNSI offered GSA a net award discount of 63.5% on this SLO. Id. at 25. The SLO had a base performance period through September 30, 1985, and five one-year renewal options for fiscal years 1986 through 1990.[foot #] 2 Appeal File, Exhibit 2. The deputy director of GSA's Systems and Services Division in the Information Resources Management Service, who was also chief of the Teleprocessing Services Branch, testified that a MASC expired after a given fiscal year, but an SLO did not in that an SLO could be modified and extended. Transcript at 77-79. One of the subscribers under this SLO was Executrac, a component of GSA charged with maintaining and managing the agency's executive information system. Transcript at 25-26. Executrac obtained services under this SLO through issuance of delivery orders. Id. at 26-27. Under both the 85 MASC and the IBM architecture SLO, CNSI offered a software product known as Professional Office Systems (PROFS) which provided electronic mail and information management capabilities. Id. at 31. Under the 85 MASC, there was a surcharge of 20% for PROFS. Appeal File, Exhibit 1 at H.19-78. The Substitution of PILOT for PROFS During performance of the contract in 1986, GSA requested that appellant provide a different software, PILOT, instead of PROFS. Transcript at 31.[foot #] 3 PILOT was not offered under the 85 MASC. According to GSA's contracting officer and CNSI's president, the 85 MASC could not be modified to add PILOT. Transcript at 42-43, 70; Andewelt Deposition at 74, 77-78. On July 31, 1986, CNSI agreed to substitute PILOT for PROFS under the IBM architecture SLO and wrote GSA a letter which stated in pertinent part: Per our recent discussions, COMNET Corporation formally advises you of our Agreement to offer PILOT Executive Software as the replacement package for the Information Center software contained in the GSA/COMNET IBM Architecture Center Contract. In addition, COMNET will maintain the 20% surcharge and equivalent resource rates (including the net discount). Appeal File, Exhibit 3. ----------- FOOTNOTE BEGINS --------- [foot #] 2 GSA subsequently exercised the options to extend the SLO for fiscal years 1986 through 1990. Supplemental Appeal File, Exhibits 14, 15. Each option exercise was a separately numbered order issued against the 85 MASC, referencing the original IBM architecture SLO and providing that all other terms and conditions remained unchanged. Id. ___ [foot #] 3 The GSA Administrator initiated this request for PILOT for a management information system. Transcript at 204-05. ----------- FOOTNOTE ENDS ----------- GSA's contracting officer accepted CNSI's offer on August 12, 1986, in a letter stating: This letter confirms the telephone conversation of August 7, 1986, between Mr. Jeff Dorman of your firm and Ms. Lynn Morgan of my staff in which he was advised that the General Services Administration accepts your offer of PILOT Executive Software as the replacement package for the Information Center software (PROFS) contained in the GSA/COMNET IBM Architecture Center contract. This substitution will be made at no additional cost to the Government. We agree that COMNET will maintain the 20% surcharge and equivalent resource rates for all PILOT usage consistent with the current contract[[foot #] 4] rates including the net discount. Appeal File, Exhibit 4; Transcript at 56. On October 8, 1987, CNSI was awarded multiple award schedule contract number GS00K88AFS1220 (the 88 MASC) under GSA's TSP program for fiscal year 1988. Supplemental Appeal File, Exhibit 4. Under this contract PILOT was offered at a 50% surcharge. No net award discount was negotiated for PILOT under the 88 MASC. Appeal File, Exhibit 5; Transcript at 47-48. The Problem Invoicing PILOT By letter dated September 30, 1988, GSA notified CNSI that it could not process CNSI's July 1988 invoice for payment for PILOT because PILOT was billed under the 85 MASC and PILOT was not offered under that MASC. Supplemental Appeal File, Exhibit 21; Transcript at 82, 161-62. Because PILOT could not be billed under the 85 MASC, CNSI had to credit the Government monies that had been paid for all prior PILOT services received and rebill the Government using a proper billing mechanism. Transcript at 57-58. The Government had received PILOT from October 1986 through September 1988 (FY 1987 and FY 1988) and had paid for services through May 1988. Id. at 33, 36. To allow CNSI to receive payment for the FY 1987 and FY 1988 PILOT services rendered, GSA modified the terms of the FY 1987 and FY 1988 IBM architecture center SLO renewals to authorize CNSI to invoice and receive payment directly from Executrac, not the MASC payment office. Supplemental Appeal File, Exhibits 6, 7; Transcript at 88, 148. These modifications, both dated March 15, 1989, contained essentially the same language describing the reason for the modifications: Due to administrative oversight[,] funds in the amount of $33,260.54 were inadvertently attributed to ----------- FOOTNOTE BEGINS --------- [foot #] 4 The then-current contract was the 85 MASC. ----------- FOOTNOTE ENDS ----------- appropriation number 127.7.S00X0230.10.25.540 under the ADP Fund rather than on its own. These funds are to cover the surcharge for Pilot software which was not covered by contract number GS00K8502S1095 [the 85 MASC] at that time. [T]herefore, the ADP Fund cannot pay the invoices. Services were rendered and the contractor must be paid. Supplemental Appeal File, Exhibit 6. Following the issuance of these modifications, CNSI submitted invoice numbers 279 and 280, dated March 29, 1989, for the full amount of the "credit," for PILOT services plus the unbilled surcharge costs for June-September 1988. Supplemental Appeal File, Exhibit 8. GSA paid these invoices, and CNSI has made no claim regarding PILOT services provided in FY 1987 and FY 1988. Transcript at 36; Complaint 19, 22, 25. The Delivery Orders Under the 88 MASC In order to enable CNSI to continue providing the PILOT service and receive payment, two DOs were issued under the 88 MASC. Transcript at 41, 90, 236. These DOs were: delivery order number K0089AF0001-9A (the 89 DO), dated January 13, 1989, and delivery order number K0090AF0001-9 (the 90 DO), dated October 31, 1989. The 89 DO read as follows: 1. DATE OF ORDER 1/13/89 2. ORDER NO. K0089AF0001-9A 3. CONTRACT NO. GS00K88AFS1220 [the 88 MASC] . . . . 8.B. DELIVERY - This delivery order is subject to instructions contained herein and is issued subject to the terms and conditions to [sic] the above-numbered contract [the 88 MASC]. . . . . 19. SCHEDULE. This order is to cover the PILOT surcharge on TSP services provided by CNSI under System Life Order Number K0085AFS2681 [the 85 SLO] dated July 17, 1985 and 1989 renewal Order Number K0089AF0001-9 dated 1/9/89. This order covers the period October 1, 1988 through September 30, 1989. The estimated value is $40,000.00. The net discount provided by CNSI is 63.5% which will apply for the duration of this order. Appeal File, Exhibit 6. The 90 DO contained similar terms: 3. CONTRACT NO. GS00K88AFS1220 [the 88 MASC] 8.B. DELIVERY - This delivery order is subject to instructions contained herein and is issued subject to the terms and conditions of the above-numbered contract. 19. SCHEDULE. THIS ORDER IS TO COVER THE PILOT SURCHARGE ON TSP SERVICES PROVIDED BY CNSI UNDER SYSTEMS LIFE ORDER NUMBER K0085AFS2681 [THE 85 SLO] DATED JULY 17, 1985, AND 1990 RENEWAL ORDER NUMBER K0090AF0001-16 DATED OCTOBER 31, 1989. THIS ORDER COVERS THE PERIOD OCTOBER 1, 1989, THROUGH SEPTEMBER 30, 1990. THE NEW ESTIMATED VALUE FOR FY90 IS $75,000.00. THE NET DISCOUNT PROVIDED BY CNSI IS 63.5% WHICH WILL APPLY FOR THE DURATION OF THIS ORDER. Appeal File, Exhibit 7. The contracting officer testified that she directed a subordinate to insert the number of the 88 MASC in Block 3, the contract number block, of these delivery orders. Transcript at 216. However, the contracting officer had not looked at the 88 MASC at the time and has never looked at the 88 MASC since. Id. The contracting officer further testified that the language in Block 8(b) to the effect that each delivery order was subject to the terms and conditions of the 88 MASC was meaningless and that she did not "find it applicable to the instant situation." Transcript at 215. She continued: "This was subject to different terms, conditions[,] and binding agreements. It was not subject totally to the '88 MASC." Id. at 215. Under the 88 MASC, the rate for the PILOT surcharge was 50%. Transcript at 74. CNSI's former president explained the increase from a 20% PILOT surcharge under the 85 MASC to a 50% PILOT surcharge under the 88 MASC as follows: That was a negotiated rate that we put into the 88 MASC. Actually it started, I believe with the 87 MASC, I can't honestly say why, how that rate was justified. I do recall though we did some calculations that it was still below our cost. Fifty percent was a very typical kind of rate you gave for software like this and that may be the reason why it was below our cost. Again, we are trying to encourage people to use the computer system too so you may have certain pieces that their [sic] offering that are lost [sic] leaders within the package. . . . [i.e.] [g]iving something away less expensively to get something else . . . . Transcript at 74; see Id. at 15. CNSI's manager of business administration testified that it was CNSI's expectation that these delivery orders were governed by the 88 MASC rates and that as a negotiating concession CNSI provided the same level of net award discount, i.e., 63.5%. Transcript at 91.[foot #] 5 The contracting officer disputed this, stating that CNSI's negotiator had committed that CNSI would continue to abide by the 1986 letter agreements, and thus that the 20% PILOT surcharge remained in effect. Id. at 206. The contracting officer explained: CNSI's argument seems to be that I made a complete move from one contract to the other. I am telling you that was never my intent; that was never the agreement with [CNSI's negotiator]. [Respondent's Exhibit 1] wouldn't have allowed it, for a start -- . . . . For two, why would I, after two years of receiving product access at 20 percent[[foot #] 6] surcharge with a 63 and a half percent discount, when I'm negotiating for the federal government and therefore the taxpayer, just out of the goodness of my heart agree to pay them 30 percent more? I don't think so. I mean, I really don't think so. Now, given that they hadn't been paid in as long as they had, I certainly had the upper hand in negotiations. [CNSI's negotiator] agreed to the agreement as I had stated it. He represented to me as the authorized negotiator, empowered by the firm when they hired him and gave him that title -- . . . he confirmed to me that the company would adhere to this agreement. He was their authorized negotiator. I had no reason to doubt that the company was not going to ----------- FOOTNOTE BEGINS --------- [foot #] 5 Regarding the inclusion of the 85 SLO at Block 19 of the DOs, appellant's president testified as follows: A: I think the easiest way to explain this is that there is a basic service . . . that being the computer (sic) themselves, the engine, the utility. Those services were being utilized under the 85 TSP MASC via the SLO . . . . PILOT, while it was being used in conjunction with that could not be billed under that vehicle, was now going to be purchased through the 88 MASC as referenced by this [89] delivery order. Transcript at 44. [foot #] 6 Actually, the mistaken rate at which CNSI invoiced PILOT for 19 months was 25%, not 20%. Supplemental Appeal File, Exhibit 25; Transcript at 92, 99. ----------- FOOTNOTE ENDS ----------- accept or adhere [to] or abide by this agreement. They continued to invoice for the next 19 months, 19 out of 24 remaining, mind you, in the entire contract life, at 20 percent, and then they want to tell me that was a mistake. I view that as a further confirmation that the company had accepted the terms of the negotiated agreement between [CNSI's negotiator] and I [sic]. They were still operating under the 1986 letter contract. They were adhering and billing in accordance with our agreement for 19 months. Am I ever to anticipate that they're going to come along later and say this was a mistake? No. Id. at 188-89. CNSI's president saw it differently; he testified: Q Is it your understanding that by executing the 88 MASC that that in any way extinguished the prior agreement between the parties, the letter agreement that I referred to, the 1986 letter agreement? A The 1986 letter agreement referred to the period of time up and until this new agreement was put into place, then in fact we had a new agreement, so in essence we had two agreements, one for the . . . prior period, one for the period going forward. . . . . A . . . [A]s far as we are concerned we had two agreements distinct the [sic] from the other. One referred to pricing off of the 85 MASC, one referred to pricing off of the 88 MASC. Id. at 59-60. CNSI's president further said he would not have agreed to provide Executrac at a 20% surcharge for PILOT under a delivery order referencing the 88 MASC because if he had, he would have been forced to lower the surcharge for all other PILOT users under the 88 MASC. Transcript at 298-99. CNSI's negotiator left the company in approximately June 1989. Transcript at 150. The negotiator had personal problems and problems in his business life, and, according to CNSI's former president "clearly was not proceeding in a professional fashion." Id. at 301-02. Both appellant and respondent attempted to locate him for the hearing without success. Id. at 253-54, 301.[foot #] 7 CNSI's Billing Error In May of 1990, CNSI discovered that it had been billing PILOT at a 25% surcharge. Supplemental Appeal File, Exhibit 25; Transcript at 92. This occurred because of an input error to CNSI's billing algorithm; 25% had been keyed in. Supplemental Appeal File, Exhibit 25; Transcript at 92, 111-13. Such billing errors were common on the part of CNSI, and invoices were often rejected by the GSA TSP funds branch. Transcript at 132. In one instance CNSI had failed (through error) to bill GSA approximately $195,000 in surcharges for another software product. Id. at 143-44. CNSI's manager of business administration explained: Generalized explanation would include the human factor that related to the creation of the actual invoices, the complexity of the MASC program, and how many people were required to perform various functions of making sure that the proper data was collected off the computer, and then taking that data from the computer and creating invoices. . . . . . . . The timing of getting these bills into the Government was also crucial. There was a requirement in the MASC that the GSA funds branch receive our invoices by the fifteenth day of the following month in order for them to be paid within the twenty day prompt period time that was also part of the contract. If they weren't submitted by the fifteenth day, they were allowed to add a certain number of days on to the invoice, as far as when it would be paid. Well, CNSI . . . was not a very large company, was fairly reliant on its cash flow and was under pressure to get their bills in so that they would be processed and paid so that our business would run smoothly. If the funds branch would detect an error, they might reject a bill for one error and not tell us about another error that was found. We would see the error, correct it, resubmit it, and then have it re-rejected. ----------- FOOTNOTE BEGINS --------- [foot #] 7 Appellant's counsel stated: "The last time we knew . . . he was in Mexico trying to avoid these proceedings." Transcript at 254. CNSI's former president testified that the negotiator had never picked up his W-2 form. Id. at 300. ___ ----------- FOOTNOTE ENDS ----------- Transcript at 144-46. GSA paid CNSI's invoices for PILOT from October 1988 through April 1990 at the 25% surcharge rate. Supplemental Appeal File, Exhibit 25. CNSI discovered its billing error and in the May invoice billed PILOT at the 50% rate. Id. This amount also was paid by GSA. Id.; Complaint 17, 22; Answer 17, 22. The 50% PILOT surcharge for subsequent months has not been paid. Transcript at 116. With the July 1990 invoice, CNSI enclosed a letter to GSA stating that additional surcharges for PILOT of $360,678.25 for October 1988 through April 1990 were added to the current month's charges. Supplemental Appeal File, Exhibit 11. In response, GSA instructed CNSI on September 14, 1990, that the proposed billing adjustment was a claim that had to be submitted to the contracting officer in writing with the appropriate certification. Appeal File, Exhibit 9; Transcript at 197. Subsequent to September 14, 1990, the contracting officer discussed the requested billing adjustment with CNSI's treasurer once a week for a few months. Transcript at 197-98. CNSI's Claim CNSI subsequently submitted a certified claim to GSA, dated May 15, 1991, which represented CNSI's calculation of the unpaid balance due from GSA for PILOT surcharge costs incurred under the 89 and 90 PILOT DOs. Appeal File, Exhibit 10. The claim included monthly cost breakdowns for each month in FY 1989 and FY 1990, showing the amounts that were paid by GSA for PILOT services and the amounts that remained due. Id., Attachments B, C. While preparing the claim, CNSI discovered that it had also improperly calculated the PILOT surcharge costs at 25% rather than 20% for the months of July 1987 through September 1988. This error resulted in an overcharge of $15,511.42 to GSA, and CNSI credited the amount of the overcharge against the amount of the claim. Id. at 4, 11, Attachment A; Transcript at 113. CNSI's total claim, after the credit, was $208,213.49. At the hearing, CNSI identified two additional calculation errors in the claimed amount. Transcript at 52, 117-19, 120. These errors reduce the amount of CNSI's claim by a total of $12,237.59, to $195,975.90. On July 15, 1991, the contracting officer requested that the GSA Regional Inspector General for Auditing perform an audit of the claim and notified CNSI that a final decision would be issued within sixty days of receipt of the audit results. Supplemental Appeal File, Exhibit 27; Appeal File, Exhibit 11; Transcript at 193. Subsequently, GSA concluded that an audit should not be performed. Supplemental Appeal File, Exhibit 28. On July 29, 1991, CNSI filed its notice of appeal based on the contracting officer's deemed denial of its certified claim. Discussion Despite the tortuous factual history of this appeal, the legal issue presented is relatively straightforward. Appellant seeks to recoup $195,975.90, representing PILOT surcharges at the rate of 50%, which it claims is required under the FY 1988 and FY 1989 delivery orders which reference the 88 MASC. We thus must ascertain if the terms of the delivery orders are unambiguous or whether we must resort to extrinsic evidence to ascertain the intent of the parties. It is well settled that, under traditional rules of contract interpretation, we must "first examine the language of the contract to ascertain whether the intent of the parties may be discerned from their agreement when read as a whole." PGP Industries, GSBCA 9415, 91-1 BCA 23,359, at 117,153; see Petrofsky v. United States, 616 F.2d 494, 503 (Ct. Cl. 1980), cert. denied, 450 U.S. 968 (1981) (quoting Victory Carriers, Inc. v. United States, 467 F.2d 1334, 1342 (Ct. Cl. 1972); see also Blackhawk Heating & Plumbing Co., GSBCA 3500, 73-2 BCA 10,097, at 47,428. Further, "an interpretation which gives a reasonable meaning to all parts of an instrument will be preferred to one which leaves a portion of it useless, inexplicable, inoperative, void, insignificant, meaningless or superfluous." Petrofsky, 616 F.2d at 503 (quoting Hol-Gar Manufacturing Corp. v. United States, 351 F.2d 972, 979 (1965)); see also PacifiCorp Capital, Inc. v. United States, 25 Cl. Ct. 707, 716 (1992), aff'd, 988 F.2d 130 (Fed. Cir. 1993) (citing United States v. Johnson Controls, Inc., 713 F.2d 1541, 1555 (Fed. Cir. 1983)). Here, appellant urges the Board simply to accept the language of the delivery orders at face value. Appellant contends that because the delivery orders reference the 88 MASC and provide by their terms that they will be governed by the 88 MASC and make no reference to any other surcharge rate, the 88 MASC surcharge rate of 50% should govern. Respondent, on the other hand, claims that the delivery orders do not mean what they say. Respondent argues that the reference to the 88 MASC was solely for administrative billing purposes and that the terms of the 1986 letter agreements, including the 20% PILOT surcharge, still govern, despite the fact that the delivery orders nowhere reference those 1986 letter agreements and cover the same subject matter as the letter agreements. We find that on their face the delivery orders are reasonably susceptible to only one interpretation -- appellant's.[foot #] 8 As the Claims Court recently ----------- FOOTNOTE BEGINS --------- [foot #] 8 Even if the Government's interpretation were reasonable, the contract should be construed in favor of appellant: "When the ambiguity is such that the contract can be read so as to reasonably sustain defendant's interpretation of it, just as it could be reasonably read to sustain plaintiff's construction, the contract must be resolved against the drafter." (continued...) ----------- FOOTNOTE ENDS ----------- recognized: "A contract is unambiguous when it is reasonably open to only one interpretation . . . [S]tated differently, a contract may be found to be ambiguous if the provisions under scrutiny reasonably may be interpreted in at least two ways." PacifiCorp, 25 Cl. Ct. at 716. GSA's interpretation of the delivery orders renders two of the terms of the contract meaningless: Block 3, which says that the 88 MASC governs the rights of the parties, and Block 8, which makes the delivery orders "subject to the terms and conditions [of] the above-numbered contract." It is well established that when interpreting the language of a contract a tribunal must give reasonable meaning to all parts of the contract and not render provisions of the contract meaningless. PacifiCorp, 25 Cl. Ct. at 716; Johnson Controls, Inc., 713 F.2d at 1555. Respondent here would have us read into the delivery orders terms that directly conflict with the terms of those orders. This we cannot do. Cooperative Refinery Ass'n v. Consumers Public Power District, 190 F.2d 852, 856 (8th Cir. 1951)(quoting Housekeeper Publishing Co. v. Swift, 97 F. 290, 294 (8th Cir. 1899) ("a subsequent contract completely covering the same subject matter, and made by the same parties, as an earlier agreement, but containing terms inconsistent with the former contract so that the two cannot stand together, rescinds, supersedes, and is substituted for the earlier contract, and becomes the only agreement of the parties.")). Reading the delivery orders as a whole, we conclude that they are unambiguous; "their specific words are clear, unremarkable, everyday, short, common English words, none of which are individually or collectively susceptible to other than their everyday meaning." Gustafson Partnership, GSBCA 6701-COM, 84-1 BCA 17,086, at 85,065. Because the terms of the DOs are unambiguous, the parole evidence rule precludes us from admitting extrinsic evidence to alter the clear terms of that agreement. E.g., SCM Corp. v. United States, 675 F.2d 280, 284 (Ct. Cl. 1982) ("In general, when a contract is clear and unambiguous, evidence of prior negotiations and drafts is barred from consideration by the parole evidence rule."); see also Greco v. Department of the Army, 852 F.2d 558, 560 (Fed. Cir. 1988); Garza v. Marine Transport Lines, Inc., 861 F.2d 23, 27 (2d Cir. 1988); PacifiCorp, 25 Cl. Ct. at 715. This is a classic case for application of the parole evidence rule. As the Claims Court explained: "the parole evidence rule demands that contract interpretation be unaffected by the contentions of one of the parties that he or she meant something else." PacifiCorp, 25 Cl. Ct. at 716. To the extent that GSA thought it was getting a ----------- FOOTNOTE BEGINS --------- [foot #] 8 (...continued) Max Drill, Inc. v. United States, 427 F.2d 1233, 1245 (Ct. Cl. _________________________________ 1970), (citing Sun Shipbuilding and Drydock Co. v. United States, _________________________________________________ 393 F.2d 807, 815 (Ct. Cl. 1968)). ----------- FOOTNOTE ENDS ----------- different agreement, it should have written that agreement rather than the one it did. Real Estate Management Services, Inc., GSBCA 10238, 90-2 BCA 22,870, at 114,866. Stated differently, "[h]ad the Government wanted to reserve its rights under the first contract, it should have done so explicitly in the second." Harrison Western Corp. v. United States, 792 F.2d 1391, 1393 (9th Cir. 1986). Decision The appeal is GRANTED. Appellant is entitled to $195,975.90, representing the difference between appellant's actual billing at 25% for PILOT services, and 50% surcharge in accordance with the terms of the 89 and 90 DOs issued under the 88 MASC. ______________________________ MARY ELLEN COSTER WILLIAMS Board Judge We concur: ____________________________ VINCENT A LaBELLA Board Judge ____________________________ CATHERINE B. HYATT Board Judge