DENIED: April 17, 1997 GSBCA 14061 RIGGS NATIONAL BANK OF WASHINGTON, D.C., AS TRUSTEE OF THE MULTI-EMPLOYER PROPERTY TRUST, Appellant, v. GENERAL SERVICES ADMINISTRATION, Respondent. Alicia A. Shaw, Property Manager of Trammell Crow Company, Bellevue, WA, appearing for Appellant. M. Leah Wright, Office of General Counsel, General Services Administration, Auburn, WA, counsel for Respondent. Before Board Judges DANIELS (Chairman), NEILL, and DeGRAFF. DANIELS, Board Judge. This case involves a request by a landlord to have rent payable by the General Services Administration (GSA) increased pursuant to a provision in a contract for the lease of space in an office building. The agency rejected the request as untimely made, and the contractor appealed. GSA has appropriately moved for summary relief; all facts relevant to the dispute are uncontested, and the parties seek a ruling as to the meaning of the contract provision in question. We agree with the agency's position, granting the motion and denying the appeal. Background On April 10, 1991, GSA awarded to Kirkland #5 Limited Partnership and Riggs National Bank of Washington, D.C., as Trustee of the Multi-Employer Property Trust, a lease for office space in a building in Kirkland, Washington. Appeal File, Exhibit 1 at 1. Kirkland #5 Limited Partnership has since sold its interest in the building to the Multi-Employer Property Trust. Trammell Crow Company is the property management company for the building. Paragraph 3.3(A) of the lease states, in pertinent part: The Government shall pay additional rent for its share of increases in real estate taxes over taxes paid for the calendar year in which its lease commences (base year). Payment will be in a lump sum and become due on the first workday of the month following the month in which paid tax receipts for the base year and the current year are presented, or the anniversary date of the lease, whichever is later. The Government will be responsible for payment only if the receipts are submitted within 60 calendar days of the date the tax payment is due. Appeal File, Exhibit 1 at 27. On February 20, 1996, the property manager for the building (a Trammell Crow employee) sent to GSA an invoice for supplemental rent resulting from increases in real estate taxes for the years 1993, 1994, and 1995. Attached to the invoice were tax receipts showing a final tax due date of October 31 for each of the three years. Appeal File, Exhibit 3. GSA refused to process the invoice because the invoice and enclosed receipts had been submitted more than sixty days after each of the dates on which the tax payments had been due. Appeal File, Exhibit 4. The property manager responded by withdrawing the request for supplemental rental payments resulting from increases in real estate taxes for 1993 and 1994. She maintained that the request regarding 1995 taxes was timely because "all reimbursements are done on a calendar year basis, ending December 31, 1995," and the request had been sent within sixty days of that date. She asserted, "The reimbursement schedule is not based on the date the taxes are paid to King County," the local jurisdiction in question. Appeal File, Exhibit 5. She has represented that the landlord's standard practice is to bill tenants for various operating expenses, including tax payments, after the close of an annual accounting process which ends on December 31 of each year. Notice of Appeal; Board's Memorandum of Conference at 2 (Mar. 13, 1997). This appeal was taken from the contracting officer's deemed denial of the claim. Discussion Appellant maintains that the key contract provision is ambiguous as to when the landlord must submit tax receipts to the agency in order to make the Government responsible for tax payments. It argues that the phrase "within 60 calendar days of the date the tax payment is due" is susceptible to two reasonable interpretations -- either "within the time the payment is due from the landlord to the taxing authority," as GSA construes it, or "within the time the payment is due from GSA to the landlord," as appellant believes it means. Appellant's request for supplemental rental payments resulting from increases in real estate taxes for 1995 was made within sixty days of what appellant considers the beginning date of the period. Appellant urges us to assess timeliness against its reading of the provision. Although it does not use the term, appellant is asking us to invoke the doctrine of contra proferentem by resolving an ambiguity in a contract against the drafter, thereby permitting the other party's interpretation to prevail. See, e.g., Grumman Data Systems Corp. v. Dalton, 88 F.3d 990, 996-97 (Fed. Cir. 1996); Interstate General Government Contractors, Inc. v. Stone, 980 F.2d 1433, 1434 (Fed. Cir. 1992); Fuller Commercial Asset Management, Inc. v. General Services Administration, GSBCA 11865, 94-2 BCA  26,669, at 132,669 (1993). We have little difficulty in dismissing this contention. The provision is clear; GSA's understanding of it is the only reasonable construction. Under appellant's interpretation, the phrase would become meaningless, for the landlord could vary the deadline as it wished. Furthermore, even if the landlord is willing to have the deadline apply to its current commercial billing practices, the property manager has acknowledged that these practices are not described in the contract and that GSA would have no way of knowing them until appellant's actions made the practices clear. Board's Memorandum of Conference at 2 (Mar. 13, 1997). It is unreasonable to conclude that the agency agreed that a date unknown to it and within the control of the contractor would be the starting time for the sixty-day period. Consequently, the timeliness of the request for supplemental rental payments must be judged against the standard GSA urges. CRC Systems Inc. v. General Services Administration, GSBCA 11173, 93-2 BCA  25,842, at 128,604. The request was late -- it was sent outside the prescribed period of time. This does not end our inquiry, however. We must also decide whether to apply to this situation a line of court and board decisions regarding the timeliness of submissions by contractors to Government agencies. The seminal decision of this line is Hoel- Steffen Construction Co. v. United States, 456 F.2d 760 (Ct. Cl. 1972). There, in discussing a contract requirement that the construction contractor notify the Government, within a fixed period of time, of a desired equitable adjustment to the contract's price, the Court of Claims cautioned: To adopt [a] severe and narrow application of the notice requirements . . . would be out of tune with the language and purpose of the notice provisions, as well as with this court's wholesome concern that notice provisions in contract-adjustment clauses not be applied too technically and illiberally where the Government is quite aware of the operative facts. Id. at 767-68. We discussed the development of the law from Hoel-Steffen at some length in Powers Regulator Co., GSBCA 4668, et al., 80-2 BCA  14,463, at 71,319-22, and Universal Development Corp. v. General Services Administration, GSBCA 12138(11520)-REIN, et al., 93-3 BCA  26,100, at 129,739. As explained there, in many cases, contractor submissions which were made after the time provided by the contracts were considered on their merits where the Government had not been prejudiced by the delay. See, e.g., Max Blau & Sons, Inc., GSBCA 9827, 91-1 BCA  23,626, at 118,379 (1990); Casson Construction Co., GSBCA 4884 et al., 83-1 BCA  16,523, at 82,130; Baltimore Contractors, Inc., GSBCA 3791, 77-1 BCA  12,234, at 58,918 (1976). In Universal Development, we considered whether to apply strictly a real estate tax escalator clause which included the sentence, "Failure to submit the request on a timely basis will constitute a waiver by the lessor of his rights to a tax adjustment for the specific year in which the rental adjustment would otherwise apply." 93-3 BCA at 129,738. After considering Hoel- Steffen and its progeny, we held that the clause should be applied as written because, unlike the provisions in those cases, it clearly informed the contractor of the consequences of any failure to meet the prescribed time limit. The clause we deal with in the case now before us says that "[t]he Government will be responsible for payment only if the [paid tax] receipts are submitted within 60 calendar days of the date the tax payment is due." This clause is not as prominent as the provision in Universal Development in warning that failure to submit a request in a timely fashion will result in the contractor's losing its right to additional moneys. Nevertheless, we think that the phrase "only if" conveys clearly the consequence of any failure to meet the prescribed time limit: if the request is not made on time, the Government will not be responsible for the supplemental payment. As other tribunals have explained: "If a [contractual] condition does not occur, whether through breach or other cause, the party fails to meet the condition, and acquires no right to enforce the promise." Favell v. United States, 16 Cl. Ct. 700, 721 (1989). "When a condition precedent is not satisfied, it relieves a party to the contract of the obligation to perform." Wells Fargo Bank, N.A. v. United States, 88 F.3d 1012, 1019 (Fed. Cir. 1996), cert. denied, 65 U.S.L.W. 3629 (1997) (quoting Moratzka v. United States, 63 B.R. 56, 60 (D. Minn. 1986)). In accordance with the terms of the contract, because the landlord did not submit its request to GSA within sixty calendar days of the date the 1995 tax payment was due to the local taxing jurisdiction, the Government is not responsible for the payment requested. We note that in other cases in which time limitations on contractor submissions were strictly enforced, the contract provisions in question similarly warned that by not meeting the limits, the contractors would lose certain rights. See Do-Well Machine Shop, Inc. v. United States, 870 F.2d 637 (Fed. Cir. 1989) (if termination for convenience settlement proposal not submitted within one year from effective date of termination, contracting officer could unilaterally determine the amount due and contractor would lose right to appeal the determination; see 8 Nash & Cibinic Reporter  27 (1994)); Bataco Industries, Inc. v. United States, 29 Fed. Cl. 318 (1993), aff'd, 31 F.3d 1176 (Fed. Cir. 1994) (table) (if written request for price increases not received by contracting officer within 180 days after the date of final shipment of supplies, contractor's entitlement to price increases waived); Stone Forest Industries, Inc. v. United States, 26 Cl. Ct. 410 (1992) (if claim not filed within sixty days of notification that timber sale was closed, Government's obligations relinquished). In each of these cases, the court considered the contract provision at issue to relate to a "claim," rather than a "notice." We do not view this distinction as particularly meaningful in deciding whether a limitation should be applied liberally or enforced strictly. The more useful determinant, we think, is the one we established in Universal Development and reiterate here: Generally, limitations imposed by contract provisions should be applied liberally; if the contractor fails to meet such a limitation, the provision should be enforced only where the Government demonstrates that it has been prejudiced by the failure. Where a contract clearly states that the contractor will lose rights if it does not make a submission within a prescribed period of time, however, the limitation should be strictly enforced. This guidance effectively meshes the teaching of Hoel-Steffen and decisions following it with the general rule that "agreed-upon contract terms must be enforced" and "[c]ontracting parties must be held to their agreements." Madigan v. Hobin Lumber Co., 986 F.2d 1401, 1403-04 (Fed. Cir. 1993) (citing numerous decisions). Decision GSA's motion for summary relief is granted. The appeal is DENIED. _________________________ STEPHEN M. DANIELS Board Judge We concur: _________________________ _________________________ EDWIN B. NEILL MARTHA H. DeGRAFF Board Judge Board Judge