Board of Contract Appeals General Services Administration Washington, D.C. 20405 DENIED: June 19, 1998 GSBCA 14448 9TH AND D JOINT VENTURE, Appellant, v. GENERAL SERVICES ADMINISTRATION, Respondent. Brett D. Orlove of Grossberg, Yochelson, Fox & Beyda, Washington, DC, counsel for Appellant. Jeffrey H. Dunn, Office of Regional Counsel, General Services Administration, Washington, DC, counsel for Respondent. Before Board Judges DANIELS (Chairman), PARKER, and HYATT. DANIELS, Board Judge. The parties to a lease disagree as to the period of time which serves as the base year for purposes of a clause which mandates adjustments to rental payments based on changes in real estate taxes paid by the property owner. In our judgment, the Government's view of the base year, as expressed in a contracting officer's decision, is for practical purposes correct. We consequently deny the contractor's appeal of that decision. Findings of Fact On October 30, 1992, 9th and D Joint Venture (9th and D) entered into a contract with the General Services Administration (GSA) to lease to that agency office and related space in the building located at 1441 L Street, N.W., in Washington, D.C. Appeal File, Exhibit 1. The contract provision designated as section 3.3 of the solicitation for offers is entitled "Tax Adjustment." This section includes the following paragraphs: (A) The Government shall pay additional rent for its share of increases in real estate taxes over taxes paid for the calendar year in which the 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. If no full tax assessment is made during the calendar year in which the Government lease commences, the base year will be the first year of a full assessment. . . . . (D) In the event of any decreases in real estate taxes occurring during the term of occupancy under the lease, the rental amount will be reduced accordingly. The amount of any such reductions will be determined in the same manner as increases in rent provided under this clause. Appeal File, Exhibit 1 at 11-12. The contract defines the term "full assessment" for the purposes of tax adjustment, id. at 41; that definition is not material to this dispute. The contract does not define the term "year," however. The meaning of "year" was not discussed during the negotiations which led to the signing of the contract. Id., Exhibit 8. The date of commencement of the lease was June 13, 1993. Appeal File, Exhibit 1 at 220. The parties agree that a full tax assessment was not made during calendar year 1993. Appellant's Brief at 3; Respondent's Brief at 2. In the District of Columbia, "The assessed value for all real property shall be the estimated market value of such property as of January 1st of the year preceding the tax year." D.C. Code Ann. 47-820(a) (1995). "The term 'tax year' means the period beginning October 1st each year and ending September 30th each succeeding year." Id. 802(7). 9th and D agrees with the GSA contracting officer's statement, "Full assessment for this lease was effective as of the 1995 tax year for the District of Columbia, which covered the period from October 1, 1994 through September 30, 1995." Complaint, Exhibits 1, 3. For tax year 1995, property taxes due were $585,044.16. This amount was based on an assessed value of the property of $27,211,356. For tax year 1996, taxes due were $529,996.50, based on an assessed value of $24,651,000. Appeal File, Exhibit 4 at 9, 11. Discussion Our task here is to determine, pursuant to the contract, the base year for purposes of the tax adjustment clause. The contract provision which we must interpret is solicitation for offers section 3.3(A), of which the first and last sentences are most important to this case: The Government shall pay additional rent for its share of increases in real estate taxes over taxes paid for the calendar year in which the lease commences (base year). . . . If no full tax assessment is made during the calendar year in which the Government lease commences, the base year will be the first year of a full assessment. No full tax assessment was made during the calendar year in which the lease commenced, 1993; thus, the base year for tax adjustment purposes cannot be that calendar year. Instead, the base year is "the first year of a full assessment." The parties focus their analysis on whether that year should be tax year 1995 (October 1, 1994, through September 30, 1995) or calendar year 1995. Using tax year 1995, as advocated by GSA, incorporates the relatively high amount of taxes due in that twelve-month period. Using calendar year 1995, as proposed by 9th and D, would result in a smaller amount against which to compare future years' taxes, since one-fourth of that calendar year includes tax year 1996, in which the taxes were somewhat lower than they were in the preceding tax year. The term "year" has two principal meanings -- the time required for one revolution of the earth around the sun (essentially, twelve months) and a calendar year running from January through December. Webster's Third New International Dictionary 2648 (1986); Black's Law Dictionary 1615 (6th ed. 1990). (There are other meanings, as well, but none of them is relevant to this dispute.) The meaning of the term depends on the context in which the term is used and the intention of the persons who used it. Annotation, What 12-Month Period Constitutes 'Year' or 'Calendar Year' as Used in Public Enactment, Contract, or Other Written Instrument, 5 A.L.R.3d 584- 93 (1966). In maintaining that the phrase "first year of a full assessment" refers to a twelve-month period rather than a January-to-December time frame, GSA has the better of the argument. Because the section uses the term "calendar year" in some places and "year" in others, it should be understood to refer to a calendar year only where it does so explicitly. While a "year" and a "calendar year" may run coterminously, they do not necessarily do so. In the parties' view of the dispute, a "year" and a "calendar year" are indeed different here; a "year" is a District of Columbia tax year. We do not share this perception. In this jurisdiction, an assessment of a property's worth is the estimated value as of each January 1. Consequently, each "year of assessment" runs from January 1 to the following December 31. Consistent with this understanding, we conclude that the "first full year of assessment" for the building in question was the twelve-month period from January 1, 1994, to December 31, 1994. The fact that taxes based on this assessment were required to be paid in two semiannual installments, by March 31 and September 15, 1995, D.C. Code Ann. 47-811(b), is of no significance to our dispute; the contract provision speaks of comparing "taxes paid for" periods of time, not taxes paid in such periods, when calculating adjustments to rental payments. Because comparing taxes paid for assessment year 1994 with taxes paid for future assessment years yields a result identical to comparing taxes paid in tax year 1995 with taxes paid in future tax years, however, our disagreement with GSA on this point is of no practical significance. 9th and D makes two arguments which deserve mention. First, it is true that in another lease, between GSA and an affiliate of the appellant, the standard clause used in the lease at issue in this case was replaced by a clause which included the sentence, "The base year shall be the first 12-month period of the lease term coincident with full assessment or a negotiated dollar sum that reflects a fully assessed value for the property." Appeal File, Exhibit 8. Although this language is clearer than that contained in the section we must interpret, its use does not compel a conclusion that the "first year of full assessment" in our case must be a calendar year. We have no reason to doubt the declaration of the contracting officer for the other lease, that she "decided to make the aforementioned verbiage change in order not to have to expend the time to refute any claim as to the inception of the base year for real estate tax escalation purposes to occur prior to the property actually being fully assessed. . . . I did not change the verbiage in this clause to change the result of the verbiage in the standard clause." Respondent's Brief, Exhibit 3. Similarly, the fact that in yet another lease between GSA and an affiliate of the appellant, the phrase "calendar year in which [the Government's] lease commences (base year)" was deleted, and "fiscal year (7/1/92 to 6/30/93)" was substituted for it (Appellant's Reply Brief, Exhibit A) is hardly dispositive of the issue here. It simply indicates that GSA sometimes uses more precise language than is contained in the clause we construe in this decision. 9th and D also suggests that the provision in question may be viewed as ambiguous, and that because the appellant has a reasonable understanding of it, the provision should be construed against GSA, its drafter, in accordance with the doctrine of contra proferentem. As GSA points out, this doctrine applies only where the contractor shows that it actually and reasonably relied on its construction at the time of bidding. Froeschle Sons, Inc. v. United States, 891 F.2d 270, 272 n.1 (Fed. Cir. 1989); Lear Siegler Management Services Corp. v. United States, 867 F.2d 600, 603-04 (Fed. Cir. 1989); Randolph Engineering Co. v. United States, 367 F.2d 425, 427-28 (Ct. Cl. 1966); Nash Janitorial Service, Inc., GSBCA 7338, 88-2 BCA 20,809, at 105,192. Since 9th and D has not asserted that it relied on its current understanding when crafting its proposal (indeed, it admits that the meaning of the term "year" was never raised in negotiations), even if we thought that the provision is ambiguous, we could not find for the appellant on this point. Decision The appeal is DENIED. The base year, for the purpose of implementing the tax adjustment provision in this lease, is assessment year 1994, taxes for which were due on March 31 and September 15, 1995. _________________________ STEPHEN M. DANIELS Board Judge We concur: _________________________ _________________________ ROBERT W. PARKER CATHERINE B. HYATT Board Judge Board Judge