_________________________________________________ GRANTED: June 21, 1995 _________________________________________________ GSBCA 13115, 13116 NORTHERN MANAGEMENT SERVICES, INC., Appellant, v. GENERAL SERVICES ADMINISTRATION, Respondent. John T. Flynn of Smith, Currie & Hancock, Atlanta, GA, counsel for Appellant. Leigh Ann Holt, Office of Regional Counsel, General Services Administration, Denver, CO, counsel for Respondent. Before Board Judges NEILL, WILLIAMS, and GOODMAN. NEILL, Board Judge. The General Services Administration (GSA) awarded appellant, Northern Management Services, Inc. (Northern Management), two contracts for the management, operation, and maintenance of two federal buildings/courthouses. A dispute has arisen over the interpretation of a contract provision which appears in both contracts. This has led to the issuance of a contracting officer's final decision for each contract. Northern Management has filed a timely appeal of each decision. Because the issue in each appeal is the same, the parties have filed single briefs addressing both appeals. For the same reason, we are deciding both cases with this single decision. Findings of Fact On June 1, 1994, GSA awarded a contract to Northern Management for the management of the Federal Building/U.S. Courthouse in Billings, Montana. The contract requires appellant to provide all management, supervision, labor, supplies, materials, equipment and tools required to effectively, efficiently and satisfactorily perform the mechanical operation and maintenance of the building. The contract is for a base period of three years and contains two three-year renewal options. The monthly rate for the base period is $7,908. Appeal File, GSBCA 13115, Exhibit 1 at B-1. On August 26, 1994, GSA awarded a similar contract to Northern Management for the Federal Building/U.S. Courthouse in Helena, Montana. The monthly rate for the base period in the Helena contract is $5,404. Appeal File, GSBCA 13116, Exhibit 1 at B-1. Both contracts contain the following provision: 8. MISCELLANEOUS/UTILITY WORK. A. The Contractor shall provide up to [20 (for Billings) and 30 (for Helena)] man hours each month to accomplish miscellaneous/utility work in the building(s) covered by this contract. Only the CO [contracting officer] or the COR [contracting officer's representative], or his/her designee, are authorized to request or order this work. B. The work will include, but may not be limited to: (1) Miscellaneous/Utility Work: Making door keys; changing locks; hanging pictures, maps and bulletin boards; installing door identification cards; changing directory boards, trimming the base of doors, and many maintenance repairs not covered by the contract, such as, painting with Government supplied paint, etc. The Contractor will furnish all Supplies and Materials up to $1,000 to accomplish this work. (2) The COR will determine if the work to be performed is applicable to this paragraph. The GSA form 1897 shall be used to document all utility hours. C. The COR and the Contractor shall each record the man-hours expended each month for these services on the GSA form 1897. The contractor shall submit a record of utility hour usages as part of his monthly progress report. Appeal File, GSBCA 13115, Exhibit 1 at C-12; Appeal File, GSBCA 13116, Exhibit 1 at C-13. This contract paragraph was contained in each of the solicitations issued by GSA which eventually led to the award of the two contracts. Id. The dispute between Northern Management and GSA concerns a provision in subparagraph 8.B.(1) which states: "The Contractor will furnish all Supplies and Materials up to $1,000 to accomplish this work." On June 13, 1994, representatives of Northern Management met with the COR for a "pre-work" session on the Billings contract which had been awarded on June 1. At that time, the provision was discussed and the COR advised appellant that the $1,000 mentioned in the provision related to the contract period and was not a per-month figure. Appeal File, GSBCA 13116, Exhibit 5 at 2 (unnumbered). After the award of the Helena contract on August 26, it became evident that the COR on the Helena contract was of a different opinion. A letter in the record, dated September 2, refers to a disagreement between the COR on the Helena contract and representatives of Northern Management over the interpretation of the $1,000 figure in the contract provision on miscellaneous/utility work. In this letter, the contracting officer advises appellant that there is no ambiguity in the provision and that the $1,000 is a per-month figure. Appeal File, GSBCA 13116, Exhibit 5 at 1 (unnumbered). The contracting officer's letter of September 2 prompted a reply from appellant's president. He informed the contracting officer that he too considered the provision to be unambiguous but that he understood the $1,000 provision to apply to the entire base period. Appellant's president also pointed out in his reply that, after award of the Billings contract and prior to the date for submission of bids on the Helena contract, the COR on the Billings contract had given an interpretation of the provision which confirmed the president's understanding. Appeal File, GSBCA 13116 at 2 (unnumbered). The minutes of the pre-work meeting convened for the Helena contract on September 27 show that the controversy over the interpretation of the $1,000 limit was still far from resolved. Appeal File, GSBCA 13116, Exhibit 7. During the month of October, the parties conferred by telephone on at least three separate occasions but were unable to reach agreement on an interpretation of the provision. On October 31, the contracting officer issued a final decision on the matter for the Helena contract. Id., Exhibit 11. On November 4, she issued a similar decision for the Billings contract. Appeal File, GSBCA 13115, Exhibit 6. The position of the contracting officer in both decisions is the same. She states that all subparagraphs under paragraph 8 refer to a month and that the contractor is, therefore, liable for furnishing all supplies and materials up to $1,000 a month to accomplish the miscellaneous/utility work. Id. Appellant has appealed both decisions and contends that the types of work identified in subparagraph B of the clause, by their very nature, involve little material, if any. Appellant's Supplemental Appeal File, GSBCA 13115, Exhibit 1; Appellant's Supplemental Appeal File, GSBCA 13116, Exhibit 1. For this reason appellant contends that the $1,000 limit should be read as applicable to the entire contract period rather than to one month only. In support of its interpretation, appellant has submitted for the record utility-call logs for the first few months of contract performance for each of the contracts. These logs show miscellaneous/utility work done each month and the material costs associated with tasks listed. For the Billings contract, the costs for June total $9.75, for July $3.00, for August $11.00, for September $4.40 and for October $0.00. Appellant's Supplemental Appeal File, GSBCA 13115, Exhibit 3. For the Helena contract, the material costs total $29 for September, $18.57 for October, $10.49 for November, $14.12 for December and $32.45 for January. Appeal File, GSBCA 13116, Exhibit 3. Discussion We find no ambiguity in the contract clause entitled "Miscellaneous/Utility Work," when read as a whole. It is clear from the clause that the Government knew how to indicate that a specific requirement was to be met on a monthly basis. In subparagraphs A and C it did precisely this. In subparagraph B it chose not to refer to "each month." We agree with appellant that the reason for this is obvious. The miscellaneous chores described therein are not the type to require significant material costs. In addition, the language in this provision implies that where there are significant material costs for any new work not originally called for under the contract, such as in painting, these costs will be borne by the Government. Finally, we consider it most unlikely that a significant material cost would be associated with such a low number of labor hours required on a monthly basis for work under this clause -- 20 for Billings and 30 for Helena. Information provided by Northern Management for the first few months of contract performance confirms the correctness of appellant's interpretation. On a thirty-six month contract, such as those awarded to appellant, a $1,000 cap on material costs for the entire base period would involve an expenditure of approximately $28.00 per month. The average of the monthly expenditures under the clause on each contract for the first few months of contract performance is well below this figure. On the other hand, the Government's claim that appellant has a maximum potential liability of $1,000 per month for material costs is particularly incongruous when one considers that the entire monthly rate for the contracts is less than $8,000 for the Billings contract and less than $6,000 for the Helena contract. It makes little sense that, with monthly rates such as these, a contractor would be expected to accept the risk of a potential monthly liability which could reach $1,000. GSA's position in this case would fare no better even if we were to conclude that, although the language in the Miscellaneous/Utility Work clause is not patently ambiguous, it is nonetheless reasonably susceptible to more than one interpretation. It is well established that in situations such as this, the contract provision is to be construed against the drafter. Kenneth Reed Construction Corp. v. United States, 475 F.2d 583, 587 (Ct. Cl. 1973). The clause in dispute in these appeals, as part of the original solicitation, was obviously drafted by the Government. Accordingly, even if GSA were to succeed in convincing us of the reasonableness of its interpretation, it would still not prevail. Decision These appeals are GRANTED. __________________________ EDWIN B. NEILL Board Judge We concur: __________________________ __________________________ MARY ELLEN COSTER WILLIAMS ALLAN H. GOODMAN Board Judge Board Judge