Fluor Federal Solutions, LLC
Docket: ASBCA 61353
Decision date: 2018-05-30

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeal of--
Fluor Federal Solutions, LLC 
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ASBCA No. 61353 
Under Contract No. N69450-12-D-7582 
APPEARANCES FOR THE APPELLANT: 
APPEARANCES FOR THE GOVERNMENT: 
John S. Pachter, Esq. 
Jennifer A. Mahar, Esq. 
Kathryn T. Muldoon Griffin, Esq. 
Smith Pachter Mc Whorter PLC 
Tysons Comer, VA 
Craig D. Jensen, Esq. 
Navy Chief Trial Attorney 
Russell A. Shultis, Esq. 
Todd J. Wagnon, Esq. 
Trial Attorneys 
OPINION BY ADMINISTRATIVE JUDGE CLARKE 
ON JURISDICTION 
We consider if we have jurisdiction over this appeal based on the prerequisite of a 
claim stating a sum certain. Fluor Federal Solutions, LLC (Fluor) submitted a claim having 
a claimed dollar amount derived from an estimate. We conclude that we have jurisdiction 
pursuant to the Contract Disputes Act of 1978 (CDA), 41 U.S.C. §§ 7101-7109. 
FINDINGS OF FACT 
1. On 13 December 2011 the Navy awarded Contract No. N69450-12-D-7582 
for base operation services at four Navy installations in the Jacksonville, Florida, area 
(R4, tab 1.3). The contract included a base year, four option years and three award 
option years (id. at 3-10). Each year of the contract included a firm-fixed-price (FFP) 
and indefinite-delivery, indefinite-quantity (IDIQ) line item. Of importance to this 
decision is Award Option Year 3 that had an FFP line item priced at $31,374,431.00 
and an IDIQ line item priced at $9,207,208.00 for a total of $40,581,639 (id. at 10). 
2. The contract included an Award-Option Plan, paragraph 6, which read as follows: 
6.0 AW ARD-OPTION DETERMINATION 
The primary intent of the award-option incentive is to 
motivate the Contractor to perform the required services in 

such a manner as to warrant the highest possible rating 
during each performance period. All unearned award 
options will be deleted by unilateral modification to the 
contract. Once all award-option periods have been earned 
or deleted by modification, evaluations for the remaining 
performance periods will be conducted in accordance with 
CP ARS/ ACASS/CCASS, as applicable. A Contractor 
must receive at least a "Satisfactory" rating on each 
individual assessment criteria and a "Very Good" or 
"Exceptional" end-of-period performance rating to be 
eligible for an award-option for the associated performance 
period. "Exceptional" ratings earn twelve (12) months and 
"Very Good" ratings earn six ( 6) months. 
(App. supp. R4, tab 201 at 5) The Award-Option Assessment Criteria were listed in 
paragraph 10.0 (id. at 7-8). 
3. Award-Option Plan, paragraph 8, reads: 
8.0 A WARD-OPTION PLAN CHANGES 
The ODO [Award-Option Determining Official] may 
unilaterally change the assessment criteria covered in this 
plan, provided the Contractor receives notice of any 
changes at least fifteen (15) calendar days prior to the 
performance period to which the changes apply. Changes 
to this plan that are applicable to a current performance 
period will be incorporated by a bilateral modification 
under the appropriate contract clause. 
(App. supp. R4, tab 201 at 5) 
4. Unilateral Modification No. P00187, dated 4 April 2017, changed 
Award-Option Plan, paragraph 6, as follows: 
The purpose of this modification is to incorporate the 
revised Award Option Plan for available Award Option 3, 
a future performance period. Paragraph 6.0 is revised to 
state "The ODO may make a final assessment to issue a 
unilateral modification awarding a future performance 
period award-option ofup to twelve (12) months for the 
convenience of the Agency, when the contractor has 
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obtained a rating of 'Satisfactory."' The revised Award 
Option Plan is hereby incorporated into this modification. 
(R4, tab 2.187 at 2) Modification No. POO 187 listed "FAR 52.243-1 ALT 1 Changes 
Fixed-Price" as the authority for the modification (id. at 1). 
5. By Modification No. P00193, dated 28 June 2017, the Navy exercised 
Award Option 3 with a 12-month period of performance from 1 July 2017 through 
30 June 2018 (R4, tab 2.193 at 1 ). The modification includes the following: 
1. In accordance with NA VFAC Clause 5252.217-9301 
award option three for the period O 1 July 2017 through 
30 June 2018 is exercised. 
Total firm-fixed price (CLIN 0011) 
Total indefinite quantity (CLIN 0012) 
Total estimated award option 3 price 
(R4, tab 2.193 at 2)1 
$38,998,932.58 
$ 9,144,271.00 
$48,143,203.58 
6. Fluor objected to Modification Nos. P00187 and P00193 and on 25 July 2017 
submitted a certified claim to contracting officer Eric Binderim in the amount of 
$14,814,503 (R4, tab 3). The claim included the following: 
This is a certified claim and request for Contracting 
Officer's Final Decision under the Contract Disputes Act 
(41 USC§§ 7101-09) and the contract's Disputes clause 
(FAR 52.233-1 Disputes (July 2002)). Fluor asserts 
entitlement to its allowable costs of performing Award 
Option 3, plus a reasonable profit. Appendix A provides an 
estimate of the costs to be incurred for the period July 1, 
2017 through June 30, 2018, plus a reasonable profit. The 
total estimated costs, plus profit, for recurring (firm-fixed 
price Contract Exhibit Line Items (ELINs)) and 
non-recurring (Indefinite Delivery/Indefinite Quantity 
(IDIQ) ELINs) work is $62,957,707. This represents an 
estimated increase over the Mod 193 values of$1 l,480,750 
for recurring work and $3,333,753 for non-recurring 
work-a total estimated increase of $14,814,503. 
1 We do not know why CLINs 0011 and 0012 were listed rather than 0015 and 0016 
and we do not know why CLIN prices were also changed. However, we need 
not sort this out for the purposes of this decision. 
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(R4, tab 3 at 1336-37) The $14,814,503 was calculated by subtracting the $48,143,203.58 
for Award Option Year 3 (R4, tab 2.193 at 2) from the estimated cost for performance of 
Award Option Year 3 of$62,957,707. Claim Appendix A presents the calculation of the 
$62,957,707 estimate and is based on Fluor's costs during Option Year 4, 4 July 2016 to 
2 July 2017 (R4, tab 3 at 1381). Fluor contends that the Navy had no authority to issue 
unilateral Modification No. P00187 changing Award-Option Plan paragraph 6 and unilateral 
Modification No. P00193 exercising Award Option Year 3 and consequently Fluor is 
entitled to the allowable costs of performing during that year. 
7. By letter dated 10 August 2017 the Navy asserted that the claim "will require 
an audit from the Defense Contract Audit Agency along with other independent analysis" 
(R4, tab 4). 
8. By letter dated 17 August 2017 Fluor responded to the Navy's 10 August 2017 
letter stating that its claim was "complete as submitted," that the claim's quantum was 
based on an estimate and a DCAA audit was not necessary for the Navy to issue a final 
decision within the statutory 60 days ( app. supp. R4, tab 211 ). On 14 September 2017 
the Navy sent Fluor another letter again stating that the claim required DCAA audit and 
that a final decision was expected to be issued by 29 December 2017 (app. supp. R4, 
tab 212). Fluor responded by letter dated 15 September 2017 again objecting to the 
delay in issuing the final decision and indicated it would treat the claim as deemed 
denied (app. supp. R4, tab 213). 
9. On 28 September 2017 Fluor appealed to the Board based on a deemed denial of 
its claim. On 2 October 2017 the Board docketed Fluor's appeal as ASBCA No. 61353. 
10. On 8 December 2017 the Board requested the parties' positions on whether the 
claim amount of$14,814,503 qualifies as a sum certain under FAR 2.101. The Board 
inquired on what effect, if any, Fluor' s 17 August 2017 and 15 September 2017 letters had 
on the sum certain question. Both parties agreed that Fluor' s claim satisfied the sum certain 
requirement. The Navy argued, however, that the Board lacked jurisdiction because Fluor's 
claim was complex and required a DCAA audit, therefore, the claim was premature. 
DECISION 
Fluor submitted its certified claim on 25 July 2017 during the first month of 
Award Option Year 3. Fluor calculates its claim value of $14,814,503 by estimating 
how much its costs plus profit would be for performance during A ward Option Year 3 
and subtracting the contract price for Award Option Year 3. A detailed explanation of 
how the estimate was calculated was included with the claim. (Finding 6) The 
$14,814,503 is an unequivocal sum certain and the only question is if the fact that it is 
based on an estimate of costs and profit for Award Option Year 3 poses a jurisdictional 
problem. In Ball Aerospace & Technologies Corp., ASBCA No. 57558, 11-2 BCA 
,r 34,804, we listed qualifications to a numeral amount that defeat its consideration to 
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be a sum certain such as: "approximately," "at least," "no less than," "well over," and 
"in excess of." Id. at 171,275 (citations omitted). "Estimated" is not among the fatal 
qualifications. Indeed, we have frequently accepted estimates in support of a sum 
certain. Government Services Corp., ASBCA No. 60367, 16-1 BCA ,i 36,411 at 
177,538, ("The Board has repeatedly held that use of estimated or approximate costs in 
determining the value of a claim is permissible so long as the total overall demand is 
for a sum certain."). We agree with the parties that Fluor's claim states a sum certain 
and merely and appropriately ( and permissibly) informs the government that it is based 
upon estimates. We reviewed the 17 August 2017 and 15 September 2017 letters and 
find no reason to change our determination that the claim presents a sum certain. 
Next we consider the Navy's contention that the appeal was premature because the 
Navy desired a DCAA audit before issuing a final decision. Fluor's appeal is based on a 
deemed denial (finding 9). We agree with Fluor's argument that an audit goes to 
quantum and is not needed to assess entitlement (app. surreply hr. at 7). We have held 
that a contracting officer's desire to conduct an audit does not change the status of a 
contractor's claim. Eaton Contract Services, Inc., ASBCA Nos. 54054, 54055, 03-2 
BCA ,i 32,273 at 159,664. We deny the Navy's contention that the appeal is premature. 
CONCLUSION 
Fluor's claim states a sum certain and is not premature. We have jurisdiction. 
Dated: 30 May 2018 
I concur 
RICHARD SHACKLEFORD 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
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Administrative Judge 
Armed Services Board 
of Contract Appeals 
I concur 
J. REID PROUTY 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 

I certify that the foregoing is a true copy of the Opinion and Decision of the 
Armed Services Board of Contract Appeals in ASBCA No. 61353, Appeal of Fluor 
Federal Solutions, LLC, rendered in conformance with the Board's Charter. 
Dated: 
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JEFFREY D. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals