Board of Contract Appeals General Services Administration Washington, D.C. 20405 ________________________ DENIED: August 13, 1998 ________________________ GSBCA 14361 GARBER-SUGARMAN, LLC, Appellant, v. GENERAL SERVICES ADMINISTRATION, Respondent. Marvin M. Sugarman of Garber-Sugarman, LLC, Atlanta, GA, appearing for Appellant. John C. Ringhausen, Office of Regional Counsel, General Services Administration, Atlanta, GA, counsel for Respondent. Before Board Judges DANIELS (Chairman), PARKER, and VERGILIO. PARKER, Board Judge. This dispute centers around the meaning of a provision contained in a lease for a building in Atlanta, Georgia. The lessor, Garber-Sugarman, LLC, maintains that the provision entitles the lessor to an additional $40,000 per year in rent. The lessee, the General Services Administration (GSA), disagrees. As explained below, we find that GSA's reading of the lease term is the correct one. Accordingly, the Board denies the appeal. Findings of Fact and Discussion The lease which is the subject of this dispute was awarded by GSA to Garber-Sugarman on July 3, 1996. The leased space is a building containing approximately 44,470 square feet used by the Food and Drug Administration mostly for laboratory work. The disputed provision is really a portion of a completed GSA Form 1217, which has been incorporated into the contract. GSA Form 1217, "Lessor's Annual Cost Statement," has two sections. The relevant section, Section I, is entitled "Estimated Annual Cost of Services and Utilities Furnished by the Lessor as Part of Rental Consideration." Here, Garber-Sugarman indicated that the total cost of such services and utilities furnished by the lessor would be "[$]40,000 plus annual CPI [consumer price index] adjustment." Appeal File, Exhibit 12 at 7. Garber-Sugarman believed that, by placing that amount on the form, it would be paid $40,000 plus an annual CPI adjustment in addition to the annual rent as provided elsewhere in the lease. GSA maintains that the amount entered in that section of GSA Form 1217 is not an addition to the annual rent but that it indicates the portion of the total rent which represents services and utilities provided by the lessor and, as such, is subject to a CPI adjustment. Several other contract provisions help explain the meaning of this part of GSA Form 1217. First, section 2.1 of the solicitation, also incorporated into the contract, provides as follows: If annual CPI adjustments in operating expenses are included, Offerors are required to submit their offers with the total "gross" annual price per occupiable square foot and a breakout of the "base" price per square foot for services and utilities (operating expenses) to be provided by the Lessor. Appeal File, Exhibit 1 at 5. Garber-Sugarman provided these numbers. Section 4.5 of the solicitation, entitled "Operating Costs," explains that: Beginning with the second year of the lease and each year after, the Government shall pay adjusted rent for changes in costs for cleaning services, supplies, materials, maintenance, trash removal, landscaping, water, sewer charges, heating, electricity, and certain administrative expenses attributable to occupancy. Applicable costs listed on GSA Form 1217, Lessor's Annual Cost Statement, when negotiated and agreed upon, will be used to determine the base rate for operating costs adjustment. Appeal File, Exhibit 1 at 9. Finally, Paragraph 7 of the lease agreement sets forth the annual rent for the twenty-year term of the lease and then states: The annual rents reflected above are exclusive of CPI escalation. CPI escalation will be applied to the Lessor's Annual Cost Statement (GSA Form 1217) of $40,000 annually. Id., Exhibit12 at 5. Reading the contract as a whole renders the meaning of GSA Form 1217 clear. The total amount agreed to in Section 1 of the form ($40,000) represents the portion of the total annual rent which will be subject to annual CPI adjustments. There is nothing whatsoever in the contract which would indicate that the $40,000 was intended to represent additional rent. This arrangement makes perfect sense. A portion of the total rent compensates the landlord for certain services, such as cleaning, maintenance, utilities, etc., that he will provide as part of the agreement. The costs for such services will be out of pocket expenses for the landlord and will be subject to changes during the twenty-year lease term. By requiring the landlord to identify these costs, the Government is able to provide for a CPI adjustment for these costs without adjusting the rest of the rental amount. We find unconvincing appellant's argument that the language "$40,000 plus annual CPI adjustment" entered on GSA Form 1217 makes it clear that the parties intended that the $40,000 be paid in addition to the rent. Although GSA's contracts are not always models of clarity, the meaning of this particular provision was unambiguous. Decision For the reasons discussed above, the appeal is DENIED. ______________________________ ROBERT W. PARKER Board Judge We concur: _______________________________ _______________________________ STEPHEN M. DANIELS JOSEPH A. VERGILIO Board Judge Board Judge