ARMED SERVICES BOARD OF CONTRACT APPEALS 
 
Appeal of -- ) 
 ) 
URS Federal Support Services, Inc. ) ASBCA No.  59998 
 ) 
Under Contract No. FA8108-09-D-0006 ) 
 
APPEARANCES FOR THE APPELLANT: Thomas O. Mason, Esq. 
Francis E. Purcell, Jr., Esq. 
  Thompson Hine LLP 
  Washington, D.C. 
 
APPEARANCES FOR THE GOVERNMENT: Jeffrey P. Hildebrant, Esq. 
  Air Force Deputy Chief Trial Attorney 
Colby L. Sullins, Esq. 
  Trial Attorney 
 
OPINION BY ADMINISTRATIVE JUDGE CLARKE 
 
This appeal involves a contract for aircraft maintenance services at various 
locations in the United States.  The contract required both the maintenance and the 
number and skills of personnel required to perform the maintenance.  We also dealt 
with challenges to our jurisdiction from both parties.  We denied the parties’ 
jurisdictional challenges.  We have jurisdiction pursuant to the Contract Disputes Act 
of 1978 (CDA), 41 U.S.C. §§ 7101-7109.  The parties agreed to adjudicate the appeal 
based on the written record pursuant to Board Rule 11.  We deny URS’ appeal with 
regard to Ft. Knox and Kingsville.  However, the AF conceded entitlement to the 
change with regard to Ft. Hood. 
 
FINDINGS OF FACT 
 
1.  URS is a division of AECOM and maintains offices throughout the United 
States, including Gaithersburg, MD.  URS is engaged in providing operations and 
maintenance support services to government and military customers.  (Stip. ¶ 1) 1  The 
government is the United States Department of the Air Force, Headquarters Oklahoma 
City Air Logistics Complex, Tinker Air Force Base, Oklahoma (stip. ¶ 2). 
 
2.  The Air Force (AF) administers the Contract Field Team (CFT) program, 
providing temporary and long-term labor support for a variety of technical service 
                                              
1 Citations to the “stip” refer to the parties’ Joint Stipulations of Fact filed with the 
Board on February 16, 2016. 

2 
needs, including maintenance and repair, depot services, inspections and 
modernization for contingency support for aircraft, vehicles, weapons systems and 
other equipment.  The AF’s Air Logistics Complex in Oklahoma City, Oklahoma 
oversees the CFT program.  (Stip. ¶ 3) 
 
Contract No. FA8108-09-D-0006 
 
 3.  On or about October 3, 2008, the AF awarded 11 multiple-award contracts 
to provide support services under the CFT program, including Contract  
No. FA8108-09-D-0006 (Contract 0006) to URS (stip. ¶ 4; R4, tab 1). 
 
4.  Contract 0006 is an indefinite-delivery, indefinite-quantity (IDIQ) contract 
under which the AF competes and issues task orders in support of the CFT program.  
The Contract contains contract line item numbers (CLINs) for the performance of 
services under the contract on time and material (T&M), firm-fixed-price (FFP), and 
cost reimbursement bases.  (R4, tab 1 at 2-252)  T&M CLIN 0001, FFP CLIN 0004 
and CLINs for option years incorporate Federal Acquisition Regulation (FAR) 
51.216-18, Ordering that makes all delivery orders or task orders subject to the terms 
and conditions of Contract 0006.  (R4, tab 1 at 2-25)  FFP CLIN 0004 reads: 
 
Firm Fixed Price 
 
Services necessary to accomplish 
modification/maintenance/repair effort on-site at 
operational government locations as contemplated in  
AFI 21-102 and AFMCI 21-141 and in accordance with 
individual task orders issued.  Orders issued pursuant to 
this CLIN will be issued on a Firm Fixed Price basis as set 
forth in the “Ordering” clause (52.216-18).  Payment shall 
be made upon satisfactory performance of the work 
required by orders in accordance with the General 
Provision entitled “Payments” (52.232-1).  Payment for 
labor shall be in accordance with the prices established in 
Attachment 1 and the hours negotiated in accordance with 
the Special Provision entitled, “Fixed Priced Work 
Procedures For CLIN X004 (Fixed Price Labor)”. 
ACRN to be cited on individual task orders. 
 
(R4, tab 1 at 3) 
 
                                              
2 Page numbers refer to PDF page numbers in Rule 4 documents. 

3 
5.  Local or special clauses were provided in Part I, Section H, of the Contract, 
“Special Contract Requirements,” including Oklahoma City Air Logistics Complex 
(OCALC) clauses (R4, tab 1 at 33-53).  Contract Clause OCALC 07-017, 
PROJECTED TEAM COMPLEMENT (APR 2007) stated: 
 
The projected team complement (PTC) is the estimated 
number and skill classification of personnel expected to be 
required to accomplish a task.  The government reserves 
the right to determine whether the PTC will be determined 
solely by the Contractor based on the number of personnel 
the Contractor believes to be necessary to accomplish the 
required task(s), or whether the Government will solely 
determine the PTC.  Regardless of the contract type (FFP, 
FPIF, CPIF, or T&M) utilized for task order selection, the 
Contractor shall provide a breakout of the PTC on which 
their proposal is based. 
 
(R4, tab 1 at 33) 
 
6.  Contract Clause OCALC 07-041, ORDERING PROVISIONS FIXED 
PRICE/FIXED PRICE INCENTIVE FIRM TARGET/COST PLUS INCENTIVE 
FEE/TIME AND MATERIALS (APR 2007), stated the following in pertinent part: 
 
(a)  A “task order” is a document (electronic transmission 
or DD Form 1155) which directs accomplishment of 
certain services and/or furnishing of direct material, 
and contains the information indicated below. 
 
. . . . 
 
(d)  Task orders issued under this contract shall contain the 
following: 
 
(1)  Services to be furnished (by [CLIN]); 
 
(2)  Appendix “A[,”] Performance Work Statement; 
 
. . . . 
 
(7)  Site or sites where services are to be performed; 
 
. . . . 
 

4 
(14)  Projected team complements by numbers and skill 
classification; 
 
(R4, tab 1 at 45-46) 
 
7.  Contract Clause OCALC 07-042, ACCEPTANCE OF TASK ORDERS 
(APR 2007), provided the following in pertinent part: 
 
(a)  In consideration of the award of this contract, the 
contractor agrees to accept any task order issued in 
accordance with the terms and conditions of this 
contract.  The Government reserves the unilateral right 
to adjust those provisions within the scope of the 
contract including . . . requirements that are within the 
scope of the Appendices of the Task Order . . . at the 
rates set forth in the schedule, of any task order. 
 
(R4, tab 1 at 46) 
 
8.  Contract Clause OCALC 07-054, CRITERIA FOR ISSUING TASK 
ORDERS/FAIR OPPORTUNITY (APR 2007), required the government to issue a fair 
opportunity notice (FON) in anticipation of awarding a task order: 
 
The Government shall comply with the requirements of 
DFARS 216.505 and shall issue fair opportunity 
notifications to all contractors.  This notice may be 
provided either in writing, electronically, or orally.  This 
notice shall make all contractors aware of new or 
continuing work. . . . 
 
(R4, tab 1 at 50) 
 
9.  In Part II – Contract Clauses, the Contract incorporated by reference  
FAR 52.243-1, CHANGES— FIXED-PRICE – ALTERNATE II (APR 1984) (R4, tab 1  
at 75).  FAR 52.243-1, Alternate II, provides the following in pertinent part: 
 
(a)  The Contracting Officer may at any time, by written 
order, . . .  make changes within the general scope of 
this contract in any one or more of the following: 
 
(1)  Description of services to be performed. 
 
. . . . 

5 
 
(3)  Place of performance of the services. 
 
. . . . 
 
(b)  If any such change causes an increase or decrease in 
the cost of, or the time required for, performance of 
any part of the work under this contract, whether or 
not changed by the order, the Contracting Officer shall 
make an equitable adjustment in the contract price, the 
delivery schedule, or both, and shall modify the 
contract. 
 
(FAR 52.243-1)  It further states that “[f]ailure to agree to any adjustment shall be a 
dispute under the Disputes clause.  However, nothing in this clause shall excuse the 
Contractor from proceeding with the contract as changed.”  (FAR 52.243-1(e)) 
 
10.  The Contract’s Performance Work Statement (PWS), January 17, 2008, 
was Appendix A to Contract 0006 (R4, tab 1 at 79).  PWS paragraphs 1.0 and 1.2 
stated the following with respect to contractor’s obligation to furnish the required team 
complements as specified by the individual task orders (TO): 
 
1.0  Scope  The objective of this Performance Work 
Statement (PWS) is to provide supplemental on-site 
Organization, Intermediate, and Depot level 
maintenance support for modification, maintenance, 
inspections, and repair of various aircraft, missiles, 
ground support equipment and vehicles on-site at 
operational government locations worldwide.  This 
effort also includes the modification, maintenance, 
inspection, and repair of associated support equipment 
for any Federal Agency or authorized Foreign Military 
Sales (FMS) customer locations both in the 
Continental United States (CONUS), and Outside the 
Continental United States (OCONUS).  These 
requirements are not personal services. 
 
. . . .  
 
1.2  Contractor Personnel  The Contractor shall be 
responsible for the selection, recruitment, hiring, 
assignment of duties, and reassignment of duties, 
transfer, supervision, management, control, and 

6 
termination of Contractor employees in performance of 
this PWS.  The Contractor shall make available 
qualified personnel as indicated in the individual Task 
Orders and shall develop a time-phased plan to achieve 
the required team complement. 
 
(R4, tab 1 at 112-113) 
 
Fair Opportunity Notice (FON) 13-DA-058 
 
11.  On February 15, 2013, the AF issued FON 13-DA-058 to large business 
CFT program contract holders for aircraft maintenance and depot support for the U.S. 
Army Reserve Command (ARC).  The FON included a PWS that outlined the tasks 
required for aircraft maintenance and depot support for the ARC.  (Stip. ¶ 6; R4,  
tab 6)  The AF amended the FON, issuing the final version, Amendment 3, on  
Apri1 26, 2013 (stip. ¶ 7; R4, tab 11 at 1).  The FON included the April 22, 2013, 
Revision 2, PWS (R4, tab 11 at 1, 7). 
 
12.  The FON stated that the requirements of the PWS would be awarded as a  
firm-fixed-price task order with firm-fixed-price, time-and-materials and  
cost-reimbursement CLINs.  The FON provided that the notional period of 
performance for the transition period of the task order would be from May 15, 2013 
through June 14, 2013, with a basic period from June 15, 2013 through May 14, 2014 
and an option period from May 15, 2014 through May 14, 2015.  (Stip. ¶ 8; R4, tab 11 
at 1) 
 
13.  Paragraph 10 of the FON required offerors to use government pricing 
sheets attached to the FON. 3  Offerors were instructed not to use their own format to 
respond to the pricing requirement.  (R4, tab 11 at 2)  The FFP Labor pricing sheets 
attached to the FON specified the “Minimum Number of Full Time Equivalent (FTE)” 
for each of the “Labor Skills” listed.  The total manning for the base and option years 
was 99.  (R4, tab 10 at 9, 13)  The FFP pricing sheets include Note 2:  “[t]he proposed 
additional manning column is provided ONLY if the contractor wants to propose a 
HIGHER amount of personnel.  The contractor cannot propose a lower complement of 
personnel than what is stated in the PWS.”  (Id.) 
 
14.  The FON stated the following with respect to FTE: 
                                              
3 The April 22, 2013 FON Amendment 2 includes all of the pricing sheets (R4, tab 10 
at 7-14) for the base and option periods, including T&M (id. at 8, 12) and FFP 
(id. at 9, 13).  For some reason the April 26, 2013 FON Amendment 3 omitted 
all but one T&M pricing sheet (R4, tab 11 at 6).  Therefore, we refer to the 
pricing sheets in FON Amendment 2.  (R4, tab 10 at 7-14) 

7 
 
[10]d.  The Government requires a Full Time Equivalent 
(FTE) of 1,840 hours for each skill set provided in 
the attached pricing sheets.  Listed on the pricing 
sheets, as well as Section 8.0 of the PWS, are the 
total skills the Government identified as required to 
adequately support historical and anticipated 
workload described in the attached PWS. 
 
(R4, tab 11 at 3) 
 
15.  The FON stated the following (italics, underlining, and bold in original): 
 
[10]e.  The Government is establishing the “minimum team 
complement” on this requirement to be in 
accordance with the skills listed in section 8.0 of the 
attached PWS.  Offerors shall NOT propose less 
than the “minimum team complement[,”] or 
provide less than the specified skills/quantities at 
any time after award.  Offerors can propose more 
than the “minimum team complement” as 
illustrated in the attached pricing sheets.  Any 
proposal that does not meet the minimum 
manning levels will be ineligible for award. 
 
(R4, tab 11 at 3) 
 
16.  The “FON EVALUATION CRITERIA” stated: 
 
11.  This is a full and open Fair Opportunity Notice (FON) 
utilizing alternative source selection criteria in 
accordance with clause OC-ALC 07-054, Criteria for 
Issuing Task Order/Fair Opportunity. . . .  To be 
eligible for award, an offeror must propose the 
following: 
 
 a.  A minimum management approach IAW 
paragraphs 9(a)-(b), above 
 b.  A minimum team complement IAW paragraph 
10(e), above 

8 
 c.  A Pricing Sheet with all proposed rates/ prices 
containing no more than two decimal places IAW 
paragraph 10, above  
 d.  A Pricing Sheet proposed IAW the offeror’s basic 
contract NTEs as IAW paragraph 10(c), above  
 
(R4, tab 11 at 4) 
 
17.  The Revision 2 PWS, attached to the FON, subparagraph 2.1 stated: 
 
2.1  The contractor shall provide Aviation Field 
Maintenance and limited Sustainment Maintenance for 
AH-64, CH-47, UH-60, HH-60 aircraft and associated 
ground support equipment for all rotary wing aviation units 
assigned to the AR Command in accordance with the 
Army’s established policies and procedures. 
 
(R4, tab 11 at 9) 
 
18.  PWS, stated, in subparagraph 2.3, that the contractor would provide 
aviation maintenance support at nine specified aviation support facilities (ASF) and 
that contract maintenance may be required at four additional sites: 
 
Contractor shall provide support at various Government 
owned [Army Reserve (AR) Aviation Support Facilities 
(ASF)] locations with the level of support being based on 
workload requirements as determined by the AR Aviation 
Program Manager (APM).  The following are current sites 
where contract maintenance is or will be required. 
 
ASF Knox, Ft. Knox, KY                        ASF Conroe, Conroe, TX 
ASF Clearwater, Clearwater, FL             ASF Bragg, Ft. Bragg, NC  
ASF Los Alamitos, Los Alamitos, CA    ASF Carswell, Carswell JRB, TX 
ASF Johnstown, Johnstown, PA              ASF Olathe, New Century, KS 
ASF Kingsville, NAS Kingsville, TX 
 
Additional sites where contract maintenance may be required. 
 
ASF Eustis, Ft. Eustis, VA           ASF Hood, Ft. Hood, TX 
ASF Carson, Ft. Carson, CO        ASF Lewis, Ft. Lewis, WA 
 
(Stip. ¶ 11; R4, tab 11 at 9)  

9 
19.  PWS paragraph 4.1 PERFORMANCE SUMMARY (Metrics) explains: 
 
This section describes the metrics used to measure 
contractor schedule and performance.  Each permanent site 
will submit a Contractor Monthly Performance Evaluation, 
CFT Form 104, unless otherwise delineated here in this 
PWS that will then be averaged by the CFT Program 
Management Office (PMO).  Once measured, these metrics 
will be used to arrive at a monthly score for the contractor 
based on whether they did not meet, met, or exceeded the 
stated goals.  Metrics for all of a contractor’s task orders 
will be rolled up into overall performance and schedule 
scores which will impact whether they are selected for 
further work on the CFT program. 
 
(R4, tab 11 at 12)  There are four metrics:  Schedule Phase measurement, Performance 
measurement (Work presented to QAR / Quality), Performance measurement (Supply 
transactions), Performance measurement (Manning) (id. at 12-14).  For each metric the 
PWS defined the criteria for ratings of excellent (“+1”), meets standard (“0”), and 
unacceptable (“-1”) (id.). 
 
20.  The fourth performance measurement standard covered manning and 
evaluated the contractor’s ability to field the total team complement of full-time 
equivalent personnel at each site, every month.  This staffing-related performance 
measurement, and its associated scoring criteria, were provided in subparagraph 
4.1.4 of the PWS, as follows: 
 
4.1.4  Performance measurement – Manning Measurement 
shall be based on the contractor’s ability to provide required 
the [sic] total team complement at every site on a monthly 
basis. 
 
4.1.4.1  To receive a score of “+1” or excellent, the 
Contractor must provide 100% of positions in the total 
team complement at every site. 
 
4.1.4.1  To receive a score of “0” or meets standard, the 
Contractor must provide greater than 90% of positions in 
the total team complement at every site. 
 
4.1.4.1  To receive a score of “-1” or unacceptable, the 
Contractor failed to provide at least 90% of positions in the 
total team complement at every site. 

10 
(R4, tab 11 at 13-14; stip. ¶ 14) 
 
21.  PWS, paragraph 6.0, “SPECIAL REQUIREMENTS/INSTRUCTIONS,” provided 
the following, in relevant part: 
 
6.7  Over and above work:  The team complement attached 
is not adjustable by the contractor.  If manning levels must 
be increased due to additional workload, the task order will 
be funded for over and above.  If manning levels are 
decreased due to unanticipated waning in the workload, the 
task order will be de-scoped and modified pending 
government/contractor negotiations of the decreased 
requirement. 
 
(R4, tab 11 at 15, 20) 
 
22.  PWS, paragraph 8.0, “TEAM COMPLEMENT,” provided the following in 
pertinent part: 
 
This section reflects a government required minimum 
essential to the operational mission of this site/these sites 
based on historical or anticipated workload. 
 
T&M Complement – Basic Period and Option Period (I) 
 
Level-Title Total 
Requirements 
Ft 
Bragg 
NC 
Conroe 
TX 
Knox 
KY 
Clearwater 
FL 
Los 
Alamitos 
CA 
Johnstown 
PA 
Kingsville 
TX 
Carswell 
JRB, TX 
New 
Century 
KS 
Maintenance Test Pilot 
(Specialty, 8.1) 2 0 1 1 0 0 0 0 0 0 
Total 2 0 1 1 0 0 0 0 0 0 
 
Firm Fixed Price Complement – Basic Period 
 
  FFP FFP FFP FFP FFP FFP FFP FFP FFP 
Level-Title Total 
Requirements 
Ft 
Bragg 
NC 
Conroe 
TX 
Knox 
KY 
Clearwater 
FL 
Los 
Alamitos 
CA 
Johnstown 
PA 
Kingsville 
TX 
Carswell 
JRB, TX 
New 
Century 
KS 
Aircraft Mech III (8.2) 10 1 2 2 2 1 1 1 0 0 
Level II-Mechanic(s) (skill, 
8.3) 8 1 1 2 1 1 1 1 0 0 
Level I-Mechanic(s) (skill, 
8.4) 39 4 7 16 7 0 4 1 0 0 
Level I-Mechanic(s) (Avn 
Life Supt Equip) (skill, 8.5) 7 0 0 0 1 1 1 4 0 0 

11 
Level I-Mechanic(s) 
(Armament) (skill, 8.6) 5 0 2 2 0 0 0 1 0 0 
Level I-Mechanic(s) (Flight 
Test)(skill 8.7) 0 0 0 0 0 0 0 0 0 0 
Level I- Mechanic(s)/Engine 
(skill, 8.8) 2 0 0 0 0 1 1 0 0 0 
Level I- 
Mechanic(s)/Electrician 
(skill, 8.9) 
11 0 3 4 1 1 2 0 0 0 
Level I- Mechanic(s)/Sheet 
metal (skill, 8.10) 7 0 2 0 1 1 1 2 0 0 
Production Controller (skill, 
8.12) 2 0 0 0 0 0 1 1 0 0 
Supply Technician(s) (skill, 
8.13) 7 1 1 1 1 1 0 1 1 0 
Computer Analyst II (skill, 
8.14) 1 0 0 0 0 0 0 0 0 1 
Total 99 7 18 27 14 7 12 12 1 1 
 
(R4, tab 11 at 25) (Border and shading added)  The manning table for Option Period 1 
was the same as for the basic period (id. at 26). 
 
URS’s Proposal in Response to FON 13-DA-058 
 
23.  On April 26, 2013, URS submitted a proposal in response to the FON using 
the AF required pricing sheets.  URS proposed $229,208.70 for the time-and-materials 
CLIN 4001; $7,105,724.27 for the firm-fixed-price, Basic Year CLIN 4004; 
$137,846.38 for transition CLIN 4007; $250,758.90 for the T&M Option Period 1 
CLIN 5001; $5,069,880.80 for the firm-fixed-price, Option Period I CLIN 5004; and a 
total evaluated price of $15,707,756.65 for all CLINs set forth in the FON (stip ¶ 18; 
R4, tab 12). 
 
24.  URS’ Pricing Sheets for CLIN 4004, FFP Labor (Basic Year), included the 
following sheet: 


12 
 
(R4, tab 12 at 4)  This sheet reflected the Team Complement tables in PWS paragraph 
8.0. (R4, tab 11 at 25). 
 
25.  URS’ Pricing Sheet for CLIN 5004, FFP Labor (Option Period I), included 
the following sheet: 
 
 
(R4, tab 12 at 8)4 
 
Task Order No. 0055 
 
26.  The AF awarded URS Task Order No. 0055 on May 17, 2013 for a  
one-year base period from June 15, 2013 to May 14, 2014 (with a one-month transition 
period from May 17, 2013 to June 14, 2013) and a one-year option period from  
May 15, 2014 to May 14, 2015 (stip. ¶ 19; R4, tab 14 at 1-2, 6, 12).  The Task Order 
included a fixed-price CLIN for maintenance-support labor during the base period, 
CLIN 4004, with a value of $7,105,724.27 (R4, tab 14 at 5-6).  The Task Order also 
included a fixed-price labor CLIN for the performance of maintenance support for the 
first option year, CLIN 5004, in the amount of $5,069,880.80, the requirements of 
which mirrored those of CLIN 4004 (R4, tab 14 at 11-12).5 
 
  
                                              
4 We do not know why the FFP CLIN 5004 hourly rates were reduced resulting in a 
lower price for the same 99 FTEs. 
5 CLINs 4004 and 5004 were the same as CLINs 0004 and 1004 in Contract 0006 (R4, 
tab 1 at 3, 6). 


13 
Manning Shortfalls 
 
27.  On June 14, 2013, CO Woods notified URS that the number of contractor 
personnel was below the minimum manning requirement.  The CO’s letter provided, in 
pertinent part: 
 
By not meeting the contractual minimum manning number, 
URS is in clear non-conformance of the subject TO.  Due 
to the low manning issue, two sites will not be fully 
operational until manning is met.  If non-conformance 
continues the Government will explore all avenues for 
ensuring the Government receives consideration for the 
non-compliance of the Minimum Team Complement. 
 
Therefore, the Government requests that URS increase the 
amount of contractor personnel provided to meet the 
minimum manning number as soon as possible.  In 
addition, a corrective action specifically detailing how this 
will be accomplished is requested.  The corrective action 
plan should include all sites in which there is a shortage, 
the job classes [a]ffected, and the anticipated timeframe 
when the positions will be filled. 
 
. . . . 
 
Please respond with a written corrective action plan for 
both issues NLT COB[6] 18 June 2013. 
 
(R4, tab 63) 
 
28.  By letter dated June 19, 2013, URS responded to the CO’s June 14, 2013 
letter as follows, in pertinent part: 
 
We would also like to point out that at the time of your 
letter URS was still in the transition period. . . .  However, 
we recognize that the day after your letter (the first day of 
full performance) we were not fully staffed. 
 
. . . . 
 
                                              
6 As used here, “NLT COB” means “not later than close of business.” 

14 
Please be assured URS is continuing to hire employees at 
the multiple locations to ensure the mission is met. . . .  
Additionally, URS understands its responsibility on this 
contract to meet the mission and will have employees work 
overtime at no cost to the government to ensure the 
mission’s success. 
 
(R4, tab 65 at 1-2) 
 
29.  By letter dated June 21, 2013, URS responded to the CO’s request for a 
corrective action plan to resolve URS’ manning shortfalls.  URS’ corrective action 
plan stated the following in pertinent part: 
 
URS has taken/is taking the following actions to address 
your concerns regarding mission success at each of the 
Army Reserve sites. 
 
1)  The URS program manager has been given the latitude 
to have employees work overtime to meet mission 
shortfalls due to manning delinquencies.  These overtime 
costs will not be billed to the customer but rather absorbed 
by URS until manning delinquencies are addressed. 
 
2)  The URS program manager has established 
communications with each site in order to prioritize 
immediate fill needs and mission impacts. 
 
(R4, tab 66 at 1) 
 
The AF Suggests Adding Ft. Hood to the Maintenance Sites 
 
30.  By email dated July 9, 2013, CO Woods informed URS that the AF was 
requesting a “review” from URS for changes to the firm-fixed-price labor CLINs, 
4004 and 5004 (R4, tab 16 at 1).  The CO’s email included proposed changes to the 
PWS: 
 
1.  Page 1, Added Revision 3:  27 June 2013 
2.  Page 3, Para 2.3 with the addition of Ft. Hood 
3.  Page 19, Para 8.0 (Team Compl[e]ment tables) with 
addition of team compl[e]ment to Ft. Hood and decreasing 
team compl[e]ment at Ft. Knox and Kingsville, TX for the 
base period. 

15 
4.  Page 20, Para 8.0 (Team Compl[e]ment tables) with 
addition of team compl[e]ment to Ft. Hood and 
decreasing team compl[e]ment at Ft. Knox and 
Kingsville, TX for option period I. 
 
(Id.)  CO Woods requested a proposal for the cost changes (id.).  The team 
complement tables for the Basic and Option I periods were changed reducing Ft. Knox 
to 24 from 27, reducing Kingsville to 10 from 12 and adding Ft. Hood with 5 (R4,  
tab 16 at 20-21).  The CO requested URS submit a proposal for any cost changes 
resulting from the proposed changes to the PWS by close of business on July 11, 2013 
(id. at 1). 
 
31.  By email dated July 16, 2013 to CO Woods, URS stated the following: 
 
As we discussed on the phone, URS will agree to the 
change if we de‐scope the 5 heads from the FFP CLIN.  
This would result in a decrease in the FFP which we will 
have to calculate and you will have to agree to.  Then this 
same amount could be used to cover the plus up to open 
the new Ft. Hood site using the O&A CLIN.  The customer 
would not have to come up with any additional funds.  
Also by using the O & A CLIN you are only going to be 
charged for hours worked which helps address the 
manning issue that we talked about previously.  Finally, if 
we do it this way we can forgo any other adjustment that 
would otherwise be necessary to startup the new site. 
 
(R4, tab 22 at 2) 
 
32.  By email dated July 18, 2013, CO Woods responded to URS’ July 16, 2013 
email.  CO Woods reminded URS that it had not met the minimum manning of 99 since 
performance began on June 15, 2013.  (R4, tab 23 at 1)  She quoted the text of URS’  
July 16, 2013 email and noted that URS “has given no consideration to the Government” 
for failing to meet the minimum manning requirements (id.).  CO Woods declined to 
open the Ft. Hood site using O & A funds (id.). 
 
33.  By email dated July 23, 2013, URS responded to CO Wood’s request for 
proposal and subsequent July 16, 2013 email as follows, in pertinent part: 
 
Despite the Government’s assertion that the Team 
Complement provided in section 8 of the PWS was the, 
“. . . required minimum essential to the operational mission 
of this site/these sites based on historical or anticipated 

16 
workload[,”] we understand that the Government’s support 
requirements have now changed.  We further understand 
that you wish to change the Team Complement at this 
time.  The change you want is to reduce three Level I 
Mechanics at Ft. Knox, and one Level II Mechanic and one 
Level I Sheet Metal Mechanic at Kingsville, TX. 
 
. . . . 
 
Fortunately, in this particular instance, URS can 
accommodate the requested change, this one time, without a 
cost increase.  As a one‐time gesture of good will, URS will 
even absorb the startup costs normally associated with 
standing up an additional site.  This one time 
accommodation, however, should not be viewed as a 
precedent.  Other such requests in the future would need to 
be considered, and treated, as a change. 
 
However, because the majority of this effort is FFP, we 
need to better understand both qualitatively and 
quantitatively what work has been eliminated at Ft. Knox 
and Kingsville that would render the five positions no 
longer necessary.  This understanding is necessary to 
ensure that continued performance at these two sites is in 
no way compromised particularly since those positions 
were previously identified as “minimum essential[.”]  
Similarly, we need to understand why and how the work 
now envisioned at Ft. Hood should not be considered 
additional FFP work. 
 
(R4, tab 24 at 1) 
 
34.  By email dated August 1, 2013, CO Woods sent a draft bilateral 
modification for URS’ review (R4, tab 25).  The draft modification incorporated the 
revised PWS, dated June 27, 2013, and summarized the changes in the PWS as 
follows: 
 
- Para 2.3:  Moved ASF Hood, Ft. Hood, TX from 
Additional sites where contract maintenance may be 
required to current sites where contract maintenance is or 
will be required. 
 

17 
- Para 8.0:  Firm Fixed Price Complement Tables – Basic 
Period – Addition of team compl[e]ment to Ft. Hood and 
decreased team complement at Ft. Knox and Kingsville, TX 
 
- Para 8.0:  Firm Fixed Price Complement Tables – Option 
Period 1 - Addition of team compl[e]ment to Ft. Hood and 
decreased team complement at Ft. Knox and Kingsville, 
TX 
 
SECOND:  Both parties agree that there is no cost 
associated with the revision of the PWS and the contractor 
is authorized 30 days from date of signature to have the 
five personnel in place at ASF Hood, Ft. Hood, TX. 
 
THIRD:  As a result of the above, there is no change to the 
total amount obligated on this task order. 
 
FOURTH:  The contractor hereby releases the Government 
from any and all liability under this contract for further 
equitable adjustments attributable to such facts or 
circumstances giving rise to this modification. 
 
(Id. at 3)  URS was instructed to return a signed a copy of the modification to the CO 
by August 6, 2013 (id. at 1). 
 
35.  By email dated August 6, 2013, URS responded to the draft bilateral 
modification as follows: 
 
As this is not a T&M effort, URS need[s] to understand the 
change in the work requirements (i.e. PWS) in order to be 
able to accept this modification.  What work requirements 
are being deleted from Knox and Kingsville[?]  This 
information was requested on July 23, 2013 via the 
attached email. 
 
(R4, tab 26 at 1)  CO Woods responded by email the next day, stating:  “The work 
requirements are not being deleted.  The Government has determined to change the 
place of performance to Ft. Hood” (id.). 
 

18 
36.  According to the URS Weekly Manning Report, dated August 9, 2013, 
ASF Knox was undermanned by six out of the required 28 FTEs.7  ASF Kingsville 
was undermanned by four out of the required 12 FTEs.  (R4, tab 72 at 1) 
 
37.  By email dated August 12, 2013, URS responded to the CO’s August 7, 
2013 email stating the following, in pertinent part: 
 
Your last email on this subject simply stated that “The 
work requirements are not being deleted.  The Government 
has determined to change the place of performance to  
Ft. Hood”. 
 
Respectfully, this answer cannot possibly be correct nor 
does it answer our questions.  First, you are not changing 
the place of performance to Ft. Hood.  Support is still 
required of URS at Ft. Knox and Kingsville so you are 
adding a place of performance not changing it from site A 
to site B.  Also, the Government specified the minimum 
essential staffing in the PWS for Ft. Knox and Kingsville.  
So to now eliminate the requirement for 3 Mechanic 1s at 
Ft. Knox, a Mechanic 1 and a Mechanic 2 at Kingsville 
some work has to have been removed from these two sites.  
Otherwise, URS may be unable to perform the mission 
with the reduced staff.  We simply need to know what 
work has been eliminated from these sites[.]  Without 
identifying the work for which URS will no longer be 
responsible, how can we be assured that we can meet the 
mission at these two sites?  
 
Similarly, we need to know what the new work now is at 
Ft. Hood?  Specifically, what work previously envisioned 
for these minimum essential positions at Knox and 
Kingsville are now required to Ft. Hood?  Were aircraft or 
responsibilities moved?  If so which ones? 
 
As we have stated previously this is not a T&M effort, 
URS needs to understand the change in the work 
requirements (i.e. PWS) in order to be able to accept this 
modification to this FFP Task Order.  If you are, as you 
state, changing the location where the work will be 
performed we must understand what work is being deleted 
                                              
7 The T&M maintenance pilot was included with the FFP FTE’s (R4, tab 72 at 1). 

19 
at the two descoped sites and what work is being added at 
Ft. Hood. 
 
(R4, tab 28 at 1) 
 
38.  By email dated August 19, 2013, the CO queried the status of the 
modification and advised URS that negotiations regarding the modification were 
beginning to cause delays: 
 
What is the status on this modification?  I believe we 
answered your questions in the telecom last Monday, but I 
still don’t have a signed modification. 
 
We need to get this site up and this is delaying the start of 
it.  Please give me a status on this today. 
 
(R4, tab 29 at 1)  The next day, August 20, 2013, URS responded by email to say that 
it would “have a cost estimate for Ft. Hood ready for [the CO] today” (id.). 
 
39.  By email dated August 21, 2013, URS submitted a cost proposal reflecting 
the cost impact for the additional five FTEs at ASF Hood (R4, tab 30).  The proposed 
price for the remaining base year, firm-fixed-price effort was $281,717.33 (id. at 5).  
The cost proposal did not address the option period, propose any transition costs 
associated with standing up the new site, nor take into account any price reduction for 
the value of the 5 FTEs deducted from ASFs Knox and Kingsville (id.). 
 
40.  By email also dated August 21, 2013, CO Woods responded to URS’s cost 
proposal as follows: 
 
I received your proposed costs for the work at Ft. Hood for 
the base period and need to clarify a few things.  The 
Government requested a proposal from URS on 9 July 
2013 to add a team of 5 to the Ft. Hood site and to decrease 
a total of 5 personnel from Ft. Knox and Kingsville, TX.  
URS was given until COB 11 July 2013 and URS 
requested an extension until 15 July 2013.  On 16 July 
2013, URS suggested the Government to make the change 
unilaterally or descope the 5 positions from the FFP CLIN 
and add the 5 positions to the Ft. Hood site using over and 
above.  As you know, we rejected both of those and I sent 
URS a response on 18 July 2013.  I received an email from 
URS on 23 July 2013 stating that URS would 

20 
accommodate the change without a cost increase once you 
understand the circumstances that gave rise to the change. 
 
(R4, tab 31) 
 
41.  By email dated August 23, 2013, the CO rejected URS’ August 21, 2013 
partial cost proposal, as follows, in pertinent part: 
 
The Government received your proposed costs for the 
work at Ft. Hood for the base period and I need to clarify a 
few things.  The Government requested a review of a 
revised PWS from URS on 9 July 2013 to add a team of 5 
FTEs to the Ft. Hood site and to decrease a total of 5 FTEs 
from Ft. Knox, TN and Kingsville, TX. . . . 
 
On 21 August 2013, I received a proposal from URS for 
the additional work at Ft. Hood for the remainder of the 
base period.  Is URS stating that to stand up this site it will 
cost the Government an additional $281,717.33 for the 
FFP?  Why is there an additional cost for the FTE FFP for 
a 5 to 5 swap?  The Government is not asking for an 
additional 5 people on this task order. . . .  We still need 99 
people under FFP so why is URS requesting an additional 
amount under FFP? . . . 
 
A [CO] must assess all proposals and make a price 
fair[ness] and reasonable[ness] determination in response 
to all proposals.  There is no way, as the [CO] on this task 
order that I could prove that the Government is receiving a 
reasonable price on this since we are not asking for an 
additional 5 FTEs. . . . 
 
The Government needs to stand up the Ft. Hood site and we 
have been requesting support on this with URS since 9 July 
2013.  As a contractor, URS is paid to support the warfighter 
and the Government expects to receive cooperation from a 
Government contractor. . . .  Again, we have been requesting 
this change since 9 July 2013 and have not received support 
from URS for this effort. 
 
(R4, tab 33 at 1)  The CO concluded the email by requesting a response from URS by 
noon the following business day, August 26, 2013 (id.). 
 

21 
42.  By email dated August 26, 2013, URS responded to the CO’s August 21, 
2013 email as follows, in pertinent part: 
 
On the last conference call with you and your operations 
personnel on August 12, 2013 it was clear to us that the 
Government’s position was that no work was being deleted 
from Ft. Knox and Kingsville.  Furthermore, the 
Government confirmed that the work at Ft. Hood now 
being requested is, in fact, new work.  We were told that 
the new work was to support several UH‐60 L aircraft now 
located at Ft. Hood (Stan please verify this).  If there is no 
work being deleted and there is new work being added, 
how can this be anything but a change? 
 
As you know when you add work to a Firm Fixed Price 
contract the Contractor is entitled to be compensated for 
the additional work.  Continuing to assert that this is just a 
change in work location when we all know it is new work 
is probably not the best path to get the new work on 
contract.  This is a change and it should be handed as a 
change.  It is also very reminiscent of the MS AVCRAD 
situation that took an ASBCA decision for the Government 
to recognize as a change.  Ignoring the reality that what the 
Government desires is additional work while effectively 
trying to operate an FFP contract as a Time and Materials 
type contract is simple not an appropriate course of action. 
 
URS is ready to support the additional effort at Ft. Hood, 
as soon as the additional work is authorized and funded. 
 
(R4, tab 34 at 1) 
 
43.  By email dated September 5, 2013, CO Woods stated the following, in 
relevant part: 
 
Is URS willing to sign the no cost, bilateral modification, 
that URS previously agreed to, in order to support the 
mission to change the place of performance for 5 FTEs?  
Again, the Government is not asking for an additional 5 
people on this task order.  We are changing the place of 
performance because it is most advantageous to the 
Government.  URS has still not met the minimum manning 
requirements since the beginning of contract performance 

22 
and no consideration has been given to the Government 
and URS has still not met the minimum team complement 
at Ft. Knox, TN and Kingsville, TX and would not need to 
terminate anyone at either site. 
 
(R4, tab 35 at 2) 
 
44.  By email dated September 10, 2013, URS responded to the CO’s 
September 5, 2013 email as follows: 
 
If we understand your position correctly you are 
saying that the Government is not asking for an 
additional 5 people on this task order rather you are 
changing the place of performance because it is 
most advantageous to the Government. 
 
But that statement does not comport with the 
statements made previously by the Army Reserves.  
Those statements were that the work at Fort Hood 
was new work and furthermore, that no work at the 
two other sites, Ft. Knox and Kingsville, was being 
deleted. 
 
Generally, URS does not accept contract changes 
involving additional work under Firm Fixed Price 
contracts without an adjustment in the contract 
price.  With the host of other issue that persist on 
this contract we don’t feel it would be prudent for 
us to accept a change for additional work without an 
adjustment in the contract price. 
 
(R4, tab 38 at 2) 
 
Modification No. 03 
 
45.  On September 20, 2013, the CO unilaterally executed TO Modification 
No. 03 (R4, tab 39).  Modification No. 03 did the following, in pertinent part: 
 
The Performance Work Statement for US Army Reserve 
Command Revision 2, dated 22 April 2013, is hereby 
replaced in its entirety with the attached PWS, Revision 3, 
dated 27 June 2013.  Due to a change of Place of 

23 
Performance, a summary of changes to the PWS is as 
follows: 
 
1.  Page 1, Added Revision 3:  27 June 2013 
2.  Page 3, Para 2.3 moved Ft. Hood to a current site 
3.  Page 19, Para 8.0 (Team Complement tables) with 
change of team complement to Ft. Hood, Ft. Knox, and 
Kingsville, TX for the base period. 
4.  Page 20, Para 8.0 (Team Complement tables) with 
change of team complement to Ft. Hood, Ft. Knox, and 
Kingsville, TX for option period 1. 
 
(R4, tab 39 at 2)  ASF Ft. Hood was added to paragraph 2.3 “current sites where 
contract maintenance is or will be required” (id. at 6).  The Firm Fixed Price Team 
Complement table for the Basic Period, located in the PWS under Paragraph 8.0, 
“TEAM COMPLEMENT” was updated as follows (highlighting in original; bold and 
shading added): 
 
Firm Fixed Price Complement – Basic Period 
 
  FFP FFP FFP FFP FFP FFP FFP FFP FFP FFP 
Level-Title Total 
Requirements 
Ft 
Bragg 
NC 
Conroe 
TX 
Knox 
KY 
Clearwater 
FL 
Los 
Alamitos, 
CA 
Johnstown 
PA 
Kingsville 
TX 
Carswell 
JRB, TX 
New 
Century 
KS 
Ft Hood 
TX 
Aircraft Mech III (8.2) 10 1 2 2 2 1 1 1 0 0 0 
Level II-Mechanic(s) 
(skill, 8.3) 8 1 1 2 1 1 1 0 0 0 1 
Level I-Mechanic(s) 
(skill, 8.4) 39 4 7 13 7 0 4 1 0 0 3 
Level I-Mechanic(s) 
(Avn Life Supt Equip) 
(skill, 8.5) 
7 0 0 0 1 1 1 4 0 0 0 
Level I-Mechanic(s) 
(Armament) (skill, 8.6) 5 0 2 2 0 0 0 1 0 0 0 
Level I-Mechanic(s) 
(Flight Test)(skill 8.7) 0 0 0 0 0 0 0 0 0 0 0 
Level I- 
Mechanic(s)/Engine 
(skill, 8.8) 
2 0 0 0 0 1 1 0 0 0 0 
Level I- 
Mechanic(s)/Electrician 
(skill, 8.9) 
11 0 3 4 1 1 2 0 0 0 0 
Level I- 
Mechanic(s)/Sheet 
metal (skill, 8.10) 
7 0 2 0 1 1 1 1 0 0 1 

24 
Production Controller 
(skill, 8.12) 2 0 0 0 0 0 1 1 0 0 0 
Supply Technician(s) 
(skill, 8.13) 7 1 1 1 1 1 0 1 1 0 0 
Computer Analyst II 
(skill, 8.14) 1 0 0 0 0 0 0 0 0 1 0 
Total 99 7 18 24 14 7 12 10 1 1 5 
 
(R4, tab 39 at 22)  The manning at Ft. Knox was reduced by 3 FTEs from 27 to 24.8  
The manning at Kingsville was reduced by 2 FTEs from 12 to 10.  Ft. Hood was added 
to the table with 5 FTEs.  The Firm Fixed Price Team Complement table for Option 
Period I was identical to the Basic Year Team Complement table, above (id. at 23).  
Modification No. 03 stated that, “[a]s a result of the above, there is no change to the 
total amount obligated on this task order” (id. at 2; see stip. ¶ 20). 
 
Post Modification No. 03 Manning Levels 
 
46.  The record includes a declaration from Mr. Frankel, URS’ CFT Operations 
Director (R4, tab 159).  Attachment 1 to the declaration is a summary of manning 
reports for Ft. Knox, Kingsville and Ft. Hood9 from August 9, 2013 through August 20, 
2014 (R4, tab 159 at 2, tab 160).  Attachment 1 shows two numbers, “PWS” and 
“Filled,” for each of the three locations, Ft. Knox, Kingsville, and Ft. Hood, depicting 
the PWS required manning and actual manning (R4, tab 160).  The manning reports are 
in the record (R4, tabs 72, 77-80, 82-85, 87-89, 91-94, 96-98, 100-03, 105-08, 110-12, 
114-16, 118-21, 123-24, 126-27).  For Ft. Knox the PWS manning number was 25 from 
September 4, 2013 through February 5, 2014 (R4, tabs 77-80, 82-85, 87-89, 91-94,  
96-98, 100).  On February 20, 2014 the Ft. Knox PWS manning dropped to 24 and 
remained at 24 through July 2, 2014 (R4, tabs 101-03, 105-08, 110-12, 114-16, 118-21, 
123).  The reason for this drop is that the number 25 incorrectly included a T&M 
maintenance pilot with the FFP FTEs.  This can be seen in later manning reports where 
the T&M pilot was separately accounted for.  (R4, tabs 112, 114-16, 118-21, 123)10  
Only Ft. Knox and Conroe, TX (not relevant here) had maintenance pilots (id.).  The 
manning reports showed Ft. Knox vacancies ranging from two to four FTEs the majority 
being two vacancies, Kingsville showed zero to three vacancies, the majority being one 
                                              
8 The 24 FTE’s does not include one T&M maintenance test pilot required at Ft. Knox 
(R4, tab 39 at 22). 
9 Ft. Hood first appeared in the September 25, 2013 manning report (R4, tab 79 at 2). 
10 For some reason the pilot was not accounted for separately in the July 30, 2014, 
August 13, 2014 and August 20, 2014 reports (R4, tabs 124, 126-27). 

25 
vacancy, and Ft Hood showed full staffing of five except for two reports showing one 
vacancy (R4, tab 160). 
 
CFT Form 104 Reports & CPARS Performance Evaluations 
 
47.  The Army Reserve prepared two monthly reports, the CFT Form 104 
Performance and Schedule Metrics report, and the Contractor Performance 
Assessment Reporting System (CPARS) report.  These reports are done for each 
individual site and are also “rolled up” to rate URS as a whole based on the average of 
individual ratings at each site.  The record included rollup reports from July 1, 2013 
through May 1, 2015.  The CFT Form 104 uses metrics of +1 (excellent), 0 (meets 
standard), and -1 (unacceptable) to rate performance.  The CPARS reports rate 
performance unsatisfactory, marginal, satisfactory, very good or exceptional.  From 
July 1, 2013 to March 1, 2014 the CFT Form 104 rollup report rated overall 
performance for work quality and supply transactions as either +1 / excellent or 0 / 
meets standard.  The rating for manning was -1 / unacceptable.  The CPARS ratings 
for this period was generally not less than satisfactory for quality of service and cost 
control but unsatisfactory for personnel shortages.  The CFT / CPARS unacceptable / 
unsatisfactory ratings for personnel through February 5, 2014 were affected by  
Ft. Knox incorrectly counting the T&M pilot with the FFP FTEs resulting in the PWS 
number of 25.11  When the Ft. Knox PWS number was corrected to 24 on April 1, 
2014 the overall rollup CFT manning rating rose to “0” / meets standard12 and the 
CPARS manning rating was generally no less than marginal for reports from April 1, 
2014 through May 1, 2015.  We find that URS was incorrectly rated unsatisfactory at 
Ft. Knox when the FFP team complement was 25 due to including the T&M pilot.  
(R4, tabs 17, 20, 27, 70, 75, 81, 86, 90, 95, 99, 104, 109, 113, 117, 122, 125, 128-34, 
136-37; see also R4, tab 11 at 12-14) 
 
48.  The record also contains individual CFT and CPARS ratings for Ft. Knox 
and Kingsville from July 1, 2013 through March 1, 2014.  CFT Form 104 rated 
performance at Ft. Knox for work quality as +1 / excellent and supply transactions as 
+1/ excellent for all but one month.  Ft. Knox manning was rated as -1 for all months.  
CFT Form 104 rated performance for Kingsville work quality and supply transactions 
as +1 or 0.  Kingsville manning was rated 0 or -1.  The CPARS ratings were typically 
“exceptional” for quality of service at Ft. Knox and “satisfactory” at Kingsville.   
Ft. Knox was typically rated “unsatisfactory” for personnel deficiencies and Kingsville 
marginal or satisfactory.  The Ft. Knox personnel ratings through February 5, 2014 
                                              
11 Many of the “filled” numbers were 22.  22 / 25 = .88 or “-1” unacceptable (finding 19).  
This rating was wrong because to get 25 it added the T&M test pilot in with the 
FFP maintenance FTEs. 
12 Many of the “filled” numbers were 22.  22 / 24 = .916 or “0” meets standard 
(finding 19). 

26 
were inaccurate because the PWS manning number for those months was 25 that 
incorrectly counted the T&M pilot as a FFP FTE.  (R4, tabs 140-57) 
 
URS’s Request for Equitable Adjustment (REA) and Certified Claim 
 
49.  By letter dated April 2, 2014, URS filed a REA asserting entitlement to an 
equitable adjustment of $238,022.40 for the additional firm-fixed-price labor costs 
resulting from the addition of five FTEs at ASF Hood.  The April 2, 2014 REA did not 
assert entitlement to any transition or start-up costs associated with standing up 
ASF Hood or factor in any downward adjustment for the value of the 5 FTEs deducted 
from ASFs Knox and Kingsville.  The REA, which reserved the right to seek 
additional adjustment should the AF exercise Option Period I, does not appear to have 
been accompanied by any sort of certification.  (R4, tab 42) 
 
50.  On April 17, 2014, the CO denied URS’ April 2, 2014 REA (R4, tab 43).  
The CO reasoned that since URS had not achieved the manning levels required by the 
contract it had billed $698,105.34 for required manning that was not provided.  
Accordingly, the CO concluded the AF did not owe URS any monetary adjustment.  
(Id.) 
 
51.  On January 30, 2015, URS submitted to the AF a certified claim 
demanding payment of $477,316.72 for costs in the base period and Option Year I 
associated with the additional five positions directed in Task Order Modification 
No. 03 (R4, tab 46; stip ¶ 22).  The January 30, 2015 certified claim did not assert 
entitlement to any transition or start-up costs associated with standing up ASF Hood or 
acknowledge any downward adjustment for the value of the 5 FTEs deducted from 
ASFs Knox and Kingsville.  URS’ certified claim focused on Modification No. 03: 
 
Apart from the fact that the Air Force’s directions 
embodied in Mod 03 are contrary to the terms of the 
Contract, the Air Force’s actions clearly reflect a 
fundamental misinterpretation of the firm-fixed price 
portion of the Contract.  The PWS directed offerors to 
submit a fixed-price proposal for aircraft maintenance at 
designated locations.  URS complied with this 
requirement, and submitted a fixed-price proposal to 
perform maintenance at the designated locations.  Nowhere 
in the PWS did the Air Force indicate that the contractor 
had to provide staffing at the Ft. Hood work site.  Neither 
the Contract nor the PWS make any provision for the Air 
Force’s ability to add work without a corresponding 
equitable adjustment to price.  The Air Force’s approach to 
administration of the Contract reflects a time-and-materials 

27 
approach, whereby the government can direct the 
allocation of resources provided by the contractor, rather 
than adherence to the fixed-price nature of the Contract. 
 
(R4, tab 46 at 4) 
 
52.  When the contracting officer did not issue a final decision within the time 
specified by the CDA, 41 U.S.C. §§ 7101-7109, URS appealed the deemed denial to 
the Board on May 21, 2015 (stip. ¶ 22; R4, tab 47).  That appeal was docketed by the 
Board on May 22, 2015 under ASBCA No. 59998. 
 
53.  In its Rule 11 brief, the AF took the position that it was entitled to 
$523,937.30 for the downward adjustment in personnel at Ft. Knox and Kingsville 
(gov’t Rule 11 br. at 68-70).  In arriving at this position the AF used URS’ proposal 
and pricing tables (id.).  The AF conceded that URS was entitled to $663,249.08 for 
the increase in work added at Ft. Hood (gov’t Rule 11 br. at 71-72).  The AF states:  
“[t]herefore, the Air Force respectfully requests that the Board grant the appeal only to 
the extent that appellant is entitled to an equitable adjustment of $139,311.78 and 
otherwise deny it.”  Simply put, the AF calculates, based on the downward adjustment, 
that URS is due $139,311.78.  (Gov’t Rule 11 br. at 73-77) 
 
DECISION 
 
In their briefs the parties presented numerous arguments, some more developed 
than others.  Although we did not discuss each and every one in this decision, we 
considered each and discuss what we felt merited discussion. 
 
Jurisdiction 
 
Both parties presented challenges to our jurisdiction.  We first deal with the Air 
Force’s (AF) August 16, 2018 Motion to Dismiss for Lack of Jurisdiction.  The AF 
contends that the September 20, 2013 unilateral Modification No. 03 (finding 45) was 
a final decision asserting a claim of entitlement to a resultant downward price 
adjustment which completely offset any upward price adjustment and that URS failed 
to timely appeal (gov’t mot. at 2, 31).  The AF then argues that URS was obligated to 
appeal Modification No. 03 within the 90 day statutory appeal period (id.).  There is no 
dispute that Modification No. 03 was not identified as a final decision nor did it have 
any appeal rights.  There is no evidence that CO Wood, or anyone else, intended 
Modification No. 03 to be a final decision at the time.  However, existing law, under 
limited circumstances, allows contractors to appeal to this Board from a government 
document, such as Modification No. 03, that is not identified as a final decision, does 
not have appeal rights, and was likely not intended as a final decision when issued by 
the government.  This limited right to appeal is predicated on the contractor’s authority 

28 
to waive the defects (discussed below).  The AF’s motion asks this Board to expand 
this legal precedence to impose an obligation on a contractor to appeal such a 
document within the statutory 90 day period, 41 U.S.C. § 7104(a).  Both parties agree 
on the existing law, however, they disagree on the expansion in the law suggested by 
the AF. 
 
In its motion the AF discusses the nature of a “claim” and certain “formalities” 
such as identification as a final decision and appeal rights (gov’t mot. at 32-33) that we 
take no exception to.  The AF relies on The Boeing Company, ASBCA No. 37579, 89-3 
BCA ¶ 21,992 for the proposition a document such as Modification No. 3 may be 
deemed by the Board as a final decision and appealed: 
 
Normally, one of the hallmarks of contracting officers’ 
decisions asserting Government claims is compliance with 
certain formalities, such as notice of appeal rights, 
prescribed by CDA section 5(a) and agency implementing 
regulations.  E.g., DAR 1–314(i) (1980), FAR 33.011 
(1984).  Absent such notice, a unilateral contract 
modification will not usually be treated as a contracting 
officer’s decision from which an appeal may be taken. 
 
However, “[t]he formalities associated with the content of 
the contracting officer’s decision are for the protection of 
the contractor.”  Thus, we have carved a narrow exception 
to the foregoing rule in cases where a full-blown dispute 
between the parties has crystalized and the Government has 
issued a unilateral contract modification asserting its right 
to payment of money or to otherwise adjust the contract 
terms, such as to reduce the contract price.  Building 
Services Unlimited, Inc., ASBCA No. 33283, 87–3 BCA ¶ 
20,135 at 101,931; see Hunter Manufacturing Co., ASBCA 
No. 34209, 87–2 BCA ¶ 19,903. 
 
Boeing, 89-3 BCA ¶ 21,992 at 110,597.  Hence we have this “narrow exception” that is 
premised on the fact a contractor may initiate an appeal effectively waiving the 
“formalities” of notice because said “formalities” are for the contractor’s benefit.  We 
discussed the importance of waiver in Outdoor Venture Corp, ASBCA No. 49756, 96-2 
BCA ¶ 28,490: 
 
In its motion to dismiss, the Government asserts that the 
CO never issued a final decision pursuant to § 605(a) of 
the CDA.  It argues that the CO’s letter of 15 April 1996 
letter does not conform to the requirements for a final 

29 
decision set forth in FAR 33.211.  FAR 33.211 states that a 
final decision must describe the nature of the claim, the 
relevant contract terms, the relevant facts, outline the CO’s 
decision, and notify the contractor of its appeal rights. 
 
The Government’s contentions are unavailing.  As we held 
in Cedar Construction, ASBCA No. 42178, 94-2 BCA ¶ 
26,838, it is well-established that the Board has jurisdiction 
over appeals taken by a contractor where the final decision 
omitted the notification of the contractor’s appeal rights.  
The same holds true where a contractor elects to appeal 
from a decision asserting a Government claim which does 
not conform to the other requirements of FAR 33.211.  
Since these requirements exist for the contractor’s benefit, 
the contractor has the right to waive non-compliance 
whenever the CO asserts a Government claim.  In so 
doing, the contractor confers jurisdiction upon the Board. 
 
Id. at 142,273 (footnote omitted); see Industrial Data Link Corp., ASBCA No. 49348, 
98-1 BCA ¶ 29,634 at 146,847.  This right is a one-way street, the government cannot 
waive “formalities” intended to benefit only the contractor.  This supports our 
conclusion that there was no obligation that URS appeal Modification No. 03 because 
the AF’s position necessarily rests on the AF’s right to waive the “formalities” of 
identification as a final decision and appeal rights.  The AF has no such authority. 
 
The AF also relies on the recent decision in Greenland Contractors I/S, 
ASBCA Nos. 61113, 61248, 18-1 BCA ¶ 36,942 (gov’t mot. at 33).  Greenland 
appealed a January 11, 2017 contracting officer’s letter directing it to “immediately 
initiate and continue all actions” to repair certain electrical equipment.  Greenland, 
18-1 BCA ¶ 36,942 at 179,972.  We held that the letter was a final decision even 
though it was not styled as such and did not contain appeal rights: 
 
The Air Force asserts that the 11 January 2017 letter does 
not constitute a claim because it is not styled as a 
contracting officer’s final decision, does not seek 
interpretation or adjustment of contract terms, and because 
Greenland’s true goal is a monetary claim for work 
performed beyond the scope of the contract (gov’t mot. 
at 2-3).  None of the Air Force’s arguments are 
meritorious.  First, the fact that the 11 January 2017 letter 
was not captioned as a contracting officer’s final decision, 
and does not satisfy the requirements of a final decision 
contained in the FAR is of no importance to determining 

30 
our jurisdiction.  “The absence of an express styling of a 
document as a [contracting officer’s] decision or of notice 
of the contractor’s appeal rights, or of both, does not 
render a [contracting officer’s] decision ineffective or 
deprive the Board of jurisdiction.”  DynPort Vaccine, 15-1 
BCA ¶ 35,860 at 175,333. 
 
Greenland, 18-1 BCA ¶ 36,942 at 179,973.  Again the contractor initiated the appeal 
and the government argued the 11 January 2017 was not a final decision because it 
lacked identification as such and appeal rights, i.e., the “formalities.”  Implicit in our 
decision is that the contractor waived the protection of the missing “formalities.” 
 
For its part, URS does a good job distinguishing the case law the AF cites in its 
motion (see app. opp’n br. at 33-37).  We need not repeat this entire analysis other 
than to say again that URS points out that the AF has not cited to any case that makes 
appeal of documents such as Modification No. 03 mandatory.  We agree with URS’ 
position, “As discussed supra, URS could have treated Mod 03 like a contracting 
officer final decision and appealed it to the Board, but as the Board’s case law affirms, 
URS was not obligated to do so.”  (App. opp’n at 27) 
 
The AF’s reply brief focuses on the requirement for a contractor to show 
prejudice when appeal rights are either missing or defective (see gov’t reply br. at 7-8).  
When a contractor fails to appeal a document such as Modification No. 3, the 
obligation to appeal must be proven before the matter of prejudice comes into play.  
The AF jumps from discretion to appeal to an obligation to appeal without any support 
in the cases it relies upon.  The AF seems to think that just because this Board will 
deem a unilateral modification, or even a letter, a final decision, that is enough to 
prove an obligation to appeal.  Not so because the AF has no authority to waive the 
defects in the “deemed” final decision. 
 
Here are some of the cases cited by the AF in its reply brief (gov’t reply br. at 8).  
Medina Contracting Co., ASBCA No. 53783, 02-2 BCA ¶ 31,979 involved a 
Termination for Default decision that stated the contractor had a right to appeal but 
failed to identify appeal forums or deadlines.  Id. at 158,020.  The Board held that 
Medina failed to even allege prejudice13 and that the appeal was therefore untimely.  Id. 
at 158,021.  However, in Medina there was a final decision terminating the contract for 
                                              
13 In fact Medina seems to have disappeared, “Appellant has not responded to the 
motion.  All attempts by the Board to contact appellant have been 
unsuccessful.”  Medina, 02-2 BCA ¶ 31,979 at 158,020. 

31 
default with incomplete appeal information.  There was no doubt that the CO intended 
the termination to be a final decision.  Mansoor Int’l Dev. Servs., ASBCA No. 59466  
et al., 16-1 BCA ¶ 36,376 involved appeals filed more than one year after receiving the 
CO’s final decisions terminating certain task orders for cause.  The terminations failed to 
include appeal rights, however, a modification issued before the appeal was filed 
included reference to the terminations and included appeal rights.  Id. at 177,336.  The 
Board held that absent or defective notifications of appeal rights did not cause prejudice 
because the modification informed Mansoor of its appeal rights.  Missing or defective 
appeal rights are harmless error where appellant knew of its rights.14  Id. at 177,336-338.  
DCX-CHOL Enterprises, Inc., ASBCA No. 54707, 08-2 BCA ¶ 33,889 involved seven 
unilateral modifications issued on January 23, 2004 cancelling contract CLINs.  The 
modifications did not include appeal rights.  Id. at 167,727.  We held that these unilateral 
modifications were “in reality, a default termination and consider its merits as such.”  Id. 
at 167,730.  Subsequent to the unilateral modifications, DCX filed a June 25, 2004 claim 
and a final decision denying the claim issued thereafter with appeal rights.  Id.  
at 167,727.  The June 25, 2004 claim was filed 154 days from the January 23, 2004 
unilateral modifications – well past the 90 day appeal period.  According to the AF’s 
position in this appeal, the Board should have dismissed the case because DCX did not 
appeal within 90 days of January 23, 2004.  Id. at 167,730.  Instead, the Board took 
jurisdiction based on an appeal of the final decision denying the June 25, 2004 claim.  
Id. at 167,727.  Range Technology Corp., ASBCA No. 51943 et al. 04-1 BCA ¶ 32,456 
involved a January 30, 1998 termination for default stating Range had the right to appeal 
but with no appeal venue information.  Range filed a claim on September 30, 1998, 243 
days after the termination.  Id. at 160,542.  However, we accepted jurisdiction because 
Range was able to prove detrimental reliance.  Id. at 160,544.  The AF also relied on 
Greenland, 18-1 BCA ¶ 36,942 that we discussed above.  None of these and other cases 
cited by the AF support the contention that contractors are obligated to appeal 
documents that are not identified as final decisions, do not include appeal rights and that 
no one considered or intended to be final decisions at the time. 
 
In its opposition to the AF’s Motion to Dismiss, URS included a section on 
estoppel starting with, “The Air Force should be estopped from seeking dismissal of 
URS’s appeal through its jurisdictional challenge” (app. opp’n at 37-42).  In its  
Rule 11 Reply Brief URS mentions estoppel, “By choosing not to pursue an equitable 
adjustment to reduce the Task Order’s price during its performance, the Air Force is 
now estopped from lowering the amount of quantum to which URS is entitled as a 
result of the change directed by Mod 03” (app. Rule 11 reply br. at 2).  The elements 
of estoppel are generally (1) misleading conduct, (2) reliance, and (3) material 
                                              
14 The AF made this argument (gov’t mot. at 36; gov’t reply br. at 8) citing access to 
counsel’s, “extensive government contract experience,” and previous ASBCA 
litigation.  These reasons are not sufficiently connected to Modification No. 03 
to be persuasive. 

32 
prejudice.  The burden to prove estoppel against the government is a “heavy one” and 
requires additional proof of “affirmative misconduct.”  Northrop Grumman Corp., 
ASBCA No. 57625, 14-1 BCA ¶ 35,501 at 174,023-024.  Because URS did not 
analyze and prove the discrete elements of estoppel we conclude URS failed to meet 
its burden of proof. 
 
To summarize, the AF’s argument fails because it requires as a prerequisite the 
waiver of the missing or defective rights warnings, i.e., the “formalities.”  Since the 
“formalities” are for the protection of the contractor, the AF has no authority to waive 
them.  This is the purely legal reason why the AF is wrong.  There is another obvious 
reason, the AF asks us to condone what amounts to “secret final decisions” that 
impose the obligation to appeal within the 90 days from a document that is not 
identified as a final decision, does not have appeal rights, and that no one at the time 
considered to be final decisions.  Such a decision by this Board would be completely at 
odds with the Contract Disputes Act.  The AF’s motion is denied. 
 
Now we address URS’ jurisdictional argument.  The cases and argument 
presented above apply to our discussion of URS’ jurisdictional argument but are not 
repeated.  In its reply brief URS asserts, “The Air Force’s failure to assert an equitable 
adjustment to reduce the Task Order price or to issue a contracting officer’s final 
decision for the claimed amount deprives the Board of jurisdiction over the Air 
Force’s deductive change request, and requires dismissal of the Air Force’s request to 
reduce the amount of recovery to which URS is entitled.”  (App. Rule 11 reply br. at 9) 
 
The scope of the Board’s jurisdiction is generally defined by the certified claim.  
Envtl. Safety Consultants, Inc., ASBCA No. 54615, 07-1 BCA ¶ 33,483 at 165,979 
(Jurisdiction will be determined by examining the claim as it was submitted to the 
contracting officer, not by subsequent correspondence to the Board).  In this case 
URS’s claim squarely deals with Modification No. 03.  (Findings 49, 51)  Therefore, 
the scope of our jurisdiction is circumscribed by Modification No. 03 which is the 
focus of URS’ claim. 
 
We start by reconciling URS’ argument in its Rule 11 Reply Brief and its 
argument in its Opposition to the AF’s Motion to Dismiss.  In the Reply Brief URS 
argues, “The Air Force’s failure to issue a contracting officer’s final decision 
establishing the government’s claim for decreased costs effected by Mod 03 prevents 
the Board from exercising jurisdiction over the Air Force’s price decrease request.”  
(App. Rule 11 reply br. at 13)  In its Opposition to Respondent’s Motion to Dismiss 
URS argues, “The Board’s decisions establish that the Board distinguishes between 
contracting officer communications that may be treated as a final decision and appealed 
to the Board and those that must be appealed in order to protect the contractor’s rights.  
Mod 03 falls within the former category, and URS properly decided to pursue a request 
for equitable adjustment (later a claim) to recover its additional cost to perform the 

33 
changed requirements directed by Mod 03.”  (App. opp’n at 18)  These two positions, 
though not directly contradictory, are at least inconsistent.  In the first URS contends 
that Modification No. 03 was not a final decision and in the second URS acknowledges 
that Modification No. 03 was a final decision that may be appealed at URS’ discretion.  
We held above that Modification No. 03 was a final decision although not one that URS 
was obligated to appeal.  Since Modification No. 03 is a final decision, there is no need 
for the AF to issue another. 
 
Next URS argues that the AF failed to issue a contracting officer’s final 
decision “establishing the government’s claim for decreased costs effected by Mod 03 
. . .” (app. Rule 11 reply br. at 13).  We disagree.  Modification No. 03 is a final 
decision that effectively reduced the price by reducing the manning at Ft. Knox and 
Kingsville.  The only reason a dollar reduction was not stated was that it was 
completely offset by the increase in price for FTE’s at Ft. Hood.  That does not mean 
that Modification No. 03 did not include a price reduction. 
 
In its Rule 11 surreply the AF points out an interesting omission in URS’  
Rule 11 reply brief.  In its brief URS quotes Unconventional Concepts, Inc., ASBCA 
No. 56065 et al., 10-1 BCA ¶ 34,340 at 169,591 (citations omitted), “[T]he CDA 
requires that the CO issue a decision on each contractor and government claim.  Such 
decision is required to establish a tribunal’s CDA jurisdiction to entertain a 
government claim.  Further, a CDA claim cannot properly be raised for the first time 
in a party’s pleadings before the Board.”  (App. Rule 11 reply br. at 13)  The AF 
points out that URS failed to complete the quote.  The next two sentences in the quote 
read, “The test for what constitutes a ‘new’ claim is whether ‘claims are based on a 
common or related set of operative facts.  If the court will have to review the same or 
related evidence to make its decision, then only one claim exists.’”  Unconventional 
Concepts, 10-1 BCA ¶ 34,340 at 169, 591 (quoting Placeway Constr. Corp. v. United 
States, 920 F.2d 903, 907 (Fed. Cir. 1990)).  We conclude that the AF’s assertion in its 
reply brief that it is entitled to a price reduction caused by Modification No. 03’s 
reductions in FTEs at Ft. Knox and Kingsville is based on a “common or related set of 
operative facts” arising from URS’ claim, i.e., Modification No. 03.  The AF also 
writes: 
 
The Board’s jurisdiction to adjudicate the Air Force’s 
claim, even based solely on its Rule 11 brief, is supported 
by the U.S. Court of Appeals for the Federal Circuit, which 
has stated that the pertinent question, in determining 
whether the government’s assertion of entitlement to some 
adjustment must take the form of a separate claim, is 
whether it is “based on the same claim previously 
presented to and denied by the contracting officer.”  
Raytheon Co. v. United States, 747 F.3d 1341, 1354 (Fed. 

34 
Cir. 2014) (quoting Scott Timber Co. v. United States, 
333 F.3d 1358, 1365 (Fed. Cir. 2003)).   
 
(Gov’t sur-reply br. at 7)  We agree with the AF’s argument.  We again quote the AF’s 
argument with which we agree: 
 
Here, appellant’s claim for an upward price adjustment, the 
deemed denial of which it appealed to the Board, concerns 
the same facts as the Air Force’s claim for a downward 
price adjustment.  Appellant’s and the Air Force’s claims 
concern Modification No. 03, which adjusted the terms of 
the contract and firmly established the Air Force’s asserted 
entitlement to a resultant downward price adjustment as 
the basis of the parties’ dispute:  the Air Force asserted 
entitlement to a downward price adjustment, appellant 
denied such entitlement, and the Air Force determined that 
its downward price adjustment completely offset 
appellant’s upward price adjustment and modified the Task 
Order accordingly.  The Air Force’s assertions of 
entitlement to a downward price adjustment in its Rule 11 
Brief do not present a single operative fact that was not 
part of the basis for the July 9, 2013 request for change 
proposal or the September 20, 2013 unilateral Task Order 
Modification No. 03 (gov’t br. at 64-70).  Rather than 
being a new claim, the Air Force’s assertions of 
entitlement to an offsetting downward price adjustment are 
the very reason that this appeal is before the Board. 
 
(Gov’t sur-reply br. at 8)  Accordingly, it is not a new “claim” that should have been 
the subject of a contracting officer’s final decision. 
 
To summarize, we have concluded that Modification No. 03 was a CO’s final 
decision of the type that, due to missing “formalities” such as identification as a final 
decision, right’s warnings, etc., did not have to be appealed at the time.  Modification 
No. 03 asserted a claim for a downward adjustment in price for reductions in FTEs and 
Ft. Knox and Kingsville that was completely offset by an increase in price for adding 
FTEs at Ft. Hood.  The AF’s price reduction assertion is not a new claim because it 
relies on a common or related set of operative facts relating to Modification No. 03.  
URS’s argument that we do not have jurisdiction over the AF’s price reduction is 
unpersuasive – we have jurisdiction. 
 

35 
Contentions of the Parties on the Merits 
 
The parties started out disputing whether the addition of five FTEs at Ft. Hood 
was a change entitling URS to additional compensation.  In its brief, the AF conceded 
that the addition of Ft. Hood to the contract was a change that entitled URS to a price 
increase of $663,249.08.  However, the AF claimed it was entitled to a price reduction 
of $523,937.30 attributed to the deductive change at Ft. Knox and Kingsville.  The AF 
concludes that after subtracting the deductive change from the price increase, URS is 
entitled to $139,311.78.  (Gov’t Rule 11 br. at 3)  In its reply brief URS points out that 
its Ft. Hood claim is for $667,220.558 a mere .6% more than what the AF recognized 
(app. Rule 11 mot. at 23; app. Rule 11 reply br. at 1-2, 7).  The dispute is now 
primarily over if the AF has the right to a deductive change associated with the 
reduction of five FTEs at Ft. Knox and Kingsville. 
 
URS interprets the contract to provide a specified level of aircraft maintenance, 
not a number of personnel.  URS argues that the required level of maintenance at  
Ft. Knox and Kingsville did not change and therefore there is no right to reduce the 
price even though the AF reduces the number of personnel at the site.  (App. Rule 11 
br. at 22, 24-25; app. Rule 11 reply br. at 2-3, 8, 15-16)  The AF agrees that the 
maintenance work at Ft. Knox and Kingsville did not change (findings 35, see also 42, 
44).  URS asserts that interpreting the contract to require a specified number of 
personnel would constitute an improper personal services contract (app. Rule 11 br.  
at 33-34).  URS argues that the AF relies on extrinsic evidence that is not part of the 
contract to support its minimum team complement argument.  The extrinsic evidence 
is terms of the FON, Q&As and the parties post-award conduct.  (App. Rule 11 reply 
br. at 16-17)  URS argues that the AF calculation of the deductive change amount is 
“flawed” because the AF did not use URS’ actual costs data (app. Rule 11 reply br.  
at 18-19). 
 
TO 55 Required URS to Hire and Maintain Maintenance Personnel in Accordance 
with the PWS Team Complement Table 
 
This is predominately a contract interpretation case.  We apply well known 
rules of contract interpretation.  First, we enforce the “plain and ordinary” meaning of 
language that is clear and unambiguous.  TEG-Paradigm Envtl, Inc. v. U.S., 465 F.3d 
1329, 1338 (Fed. Cir. 2006).  However, when interpreting contract language, we must 
consider the contract as a whole and interpret the contract so as to harmonize and give 
reasonable meaning to all of its parts.  NVT Technologies, Inc. v. United States, 370 
F.3d 1153, 1159 (Fed. Cir. 2004).  The law prefers an interpretation that does not leave 

36 
a portion of the contract “useless, inexplicable, inoperative, void, insignificant, 
meaningless, or superfluous.”  FSEC Inc., ASBCA No. 49509, 99-2 BCA ¶ 30,512  
at 150,665 (citation omitted); see also C.S. McCrossan Constr, Inc., ASBCA  
No. 49647, 00-1 BCA ¶ 30,661 at 151,379 (citations omitted).  To be reasonable, an 
interpretation need not be the best interpretation, it need only be within the “zone of 
reasonableness.”  States Roofing Corp. v. Winter, 587 F.3d 1364, 1369 (Fed. Cir. 2009).  
We avoid relying on extrinsic evidence to interpret clear and unambiguous language.  See 
Keco Indus., Inc., ASBCA No. 50524, 00-1 BCA ¶ 30,857 at 152,332-333. 
 
Contract 0006, PWS paragraph 2.3, identifies where the aircraft maintenance 
services were to take place.  Relevant to this decision is that two of the locations are 
Ft. Knox and Kingsville.  Ft. Hood was identified as a location “where contract 
maintenance may be required.”  (Finding 18)  As we discuss below, the minimum 
team complement at Ft. Knox and Kingsville overstated the number of maintenance 
personnel needed to successfully perform the work by five personnel.  Due to the way 
the AF required contractors to calculate their proposal prices (finding 24), the AF 
believed that it could simply transfer five maintenance personnel to Ft. Hood at no 
cost.  (Findings 30, 34)  URS disagreed.  The AF made the transfer by unilateral 
Modification No. 03.  (Finding 45)  This started the dispute over whether the AF is 
entitled to a change for the reduction in FTEs at Ft. Knox and Kingsville. 
 
Contract 0006 required the AF to issue a FON to all interested contractors prior 
to award of a TO (finding 8).  The FON was issued on February 15, 2013 and in this 
case was essentially a cover letter providing instructions to interested contractors and 
transmitting the latest version of the PWS.  We do not use the FON to interpret  
CLIN 4004 that, as we discuss below, is clear and unambiguous.  However, the FON 
itself serves to explain how proposals were to be calculated by offerors and evaluated 
by the AF.  (Findings 11-16) 
 
In Contract 0006 the AF gave itself the right to pick whether the contractor or AF 
will “solely” determine the PTC,15 “The government reserves the right to determine 
whether the PTC will be determined solely by the Contractor based on the number of 
personnel the Contractor believes to be necessary to accomplish the required task(s), or 
whether the Government will solely determine the PTC” (finding 5).  In the FON the AF 
exercised its right and picked itself, directing that the “minimum team compliment” must 
be in accordance with the personnel and skills listed in Section 8.0 of the attached PWS 
(finding 15).  It is noteworthy to point out that the terminology was changed from 
“projected team complement” (PTC) that is the “estimated number and skill classification 
of personnel expected to be required to accomplish a task” in Contract 0006 to “minimum 
                                              
15 PTC is not used exclusively in Contract 0006.  The PWS, Attachment A to Contract 
0006, paragraph 1.2 reads in part, “. . . Task Orders and shall develop a 
time-phased plan to achieve the required team complement.”  (Finding 10) 

37 
team complement” that is required to be “in accordance with the skills listed in section 
8.0” of the PWS in the FON and TO 55.  (Findings 5, 15, 22)  This change in 
terminology is significant but is not addressed by URS in its argument.  URS bases its 
interpretation on the superseded language of Contract 0006.  (App. Rule 11 br. at 32-33; 
app. Rule 11 reply br. at 15-16)16  Therefore, URS’ argument is unfounded. 
 
Offerors were not allowed to propose less than the minimum team complement 
(findings 13, 15-16).  The mandatory AF pricing sheets required that offerors calculate 
their proposal price using the PWS minimum team complement (findings 14, 16, 24-25).  
There is no evidence that URS objected to the FON before award of TO 55.  We find that 
the FON and the PWS establish that URS entered into TO 55 knowing (or should have 
known) that the AF’s interpretation differed from its own, it did not object, and therefore 
URS is bound by the contrary interpretation.  Cf. C.S. McCrossan, 00-1 BCA ¶ 30,661  
at 151,380. 
 
We find that CLIN 4004 is clear and unambiguous and requires “modification / 
maintenance / repair effort on-site at operational government locations” (findings 4, 
10, see also 17-18).  CLIN 4004, must be given its plain and ordinary meaning.   
TEG-Paradigm, 465 F.3d at 1338.  The plain and ordinary meaning of CLIN 4004 is 
aircraft modification, maintenance and repair.  CLIN 4004 does not mention the 
manning / team complement and therefore cannot be read to preclude requiring 
manning levels.  (See findings 4, 5)  In addition to the plain and ordinary meaning, 
CLIN 4004 must be read “harmoniously” with other contract requirements.  NVT 
Technologies, 370 F.3d at 1159.  URS interprets CLIN 4004 to preclude a mandatory 
minimum team complement, an interpretation that conflicts with other contract 
requirements relating to the team complement tables and performance metrics.  (See 
findings 19-20, 22, 45)  Harmonizing CLIN 4004 with team complement tables and 
performance metrics does not change the interpretation of CLIN 4004.  We interpret 
TO 55 / PWS to require URS to provide and maintain a specific number of 
maintenance personnel with specific skills, i.e., the minimum team complement.  (See 
findings 6, 10, 13-16, 19-22, 24-25)  This is the only interpretation that reads all of 
these provisions of the contract harmoniously.  URS’ interpretation, aside from relying 
on superseded language, renders the mandatory minimum team complement and the 
manning metrics “useless, inexplicable, inoperative, void, insignificant, meaningless, 
or superfluous” which is not a preferred interpretation.  FSEC Inc., 99-2 BCA ¶ 30,512 
at 150,665 (citation omitted). 
 
It is unusual for the government to contract for maintenance services and also 
dictate the number of personnel and skills to perform the maintenance.  This 
contributed to the dispute in this appeal.  We see this in the manning shortfall criticism 
                                              
16 URS argues that since the team complement was “projected” and “estimated” the 
PTC “lacks any requirement to provide specified levels of staffing.” 

38 
by the AF.17  (See findings 27-29, 33, 36, 43, 46-48)  As it turned out the number of 
maintenance personnel the AF required URS to provide at Ft. Knox and Kingsville 
was more than URS needed to successfully perform the maintenance work.  URS 
consistently received good ratings on its maintenance services even though it 
employed fewer maintenance personnel than required by the team complement table.  
(See findings 47-48)  Although there was no hearing that would have allowed 
testimony on this point, the record clearly supports our inference that the AF 
recognized that it had required five more maintenance personnel than were needed at 
Ft. Knox and Kingsville.  The AF therefore decided to “move” these five excess 
personnel to Ft. Hood reasoning that it would not increase the cost of the contract 
because URS had been required to calculate its price using AF pricing sheets that 
listed the required number of maintenance personnel identified in the FFP Team 
Complement table. 18  (See findings 22, 24-25)  URS would not agree with the no-cost 
modification which resulted in much back and forth and eventually unilateral 
Modification No. 03 reducing Ft. Knox by three FTEs and Kingsville by two FTEs and 
moving them to Ft. Hood.  (See findings 30-35, 37-45)  The AF asked URS for a 
proposal for any cost changes resulting from the proposed changes to the PWS 
reducing the manning at Ft. Knox and Kingsville (finding 30).  URS objected to this 
deductive change arguing that since the work at Ft. Knox and Kingsville had not 
changed, a change under the Changes clause was not merited.  (See findings 33, 35, 
37, 39, 42, 44)  The AF agreed that the work had not changed at Ft. Knox and 
Kingsville (findings 35, see 42, 44, 47-48).  Whether the work changed or not is 
irrelevant.  We found above that the contract required URS not only to perform aircraft 
maintenance work, but also to maintain the number of personnel specified in the team 
complement tables.  These are the services URS was to perform.  Therefore, 
Modification No. 03’s reduction in the team complement at Ft. Knox and Kingsville 
was a change in the “Description of services to be performed” authorized by the 
Changes clause.  (See finding 9) 
 
One final argument we deal with.  URS contends that if the contract required 
URS to maintain the team complement employees it would be an improper personal 
services contract (app. Rule 11 br. at 33-34).  However, the PWS states it is not for 
personal services, “These requirements are not personal services” (finding 10).  URS 
fails to prove AF supervision, the critical element of personal services.  See Charles F. 
                                              
17 Some of this criticism was based on faulty numbers caused by including the T&M test 
pilot in with the FFP FTE maintenance personnel at Ft. Knox (findings 47-48).  
The mistake skewed the manning metrics that allow some under manning because 
providing greater than 90% but less than 100% manning results in a rating of 
“meets standard” (finding 20). 
18 This risk of higher prices is precisely why typical maintenance contracts do not 
specify the number and skill sets of employees the contractor must employ to 
perform the work. 

39 
Day & Associates LLC, ASBCA No. 60211 et al., 19-1 BCA ¶ 37,215 at 181,179 n.19 
(citations omitted) (“CFD also presents an underdeveloped argument that actually 
requiring the hours set forth in CLINs 5 and 6 would create a forbidden personal 
services contract.  This is incorrect.  A personal services contract is not created by 
minimum manning requirements, but by continuous government supervision of 
contractor employees.”).  URS failed to prove its personal services argument. 
 
To summarize, we identified five reasons why we disagree with URS’ 
interpretation:  (1) URS’ interpretation relies on superseded language, (2) URS entered 
into the contract knowing the AF’s interpretation differed from its own but did not 
object, (3) URS’ interpretation cannot be read in harmony with other provisions of the 
contract, (4) the reduction in FTEs at Ft. Knox and Kingsville is within the scope of 
the Changes clause, and (5) TO 55 is not a personal services contract.  All in all, 
URS’s interpretation is not within the zone of reasonableness.  See States Roofing, 587 
F.3d at 1369.  We deny URS’ appeal with regard to Ft. Knox and Kingsville.  
However, the AF conceded entitlement to the change with regard to Ft. Hood (finding 
53).  Accordingly, we will not stand in its way. 
 
The AF Incorrectly Calculated the Claimed Price Reduction at Ft. Knox and Kingsville 
 
Because the contract required URS to maintain aircraft and maintain a certain 
level of manning at Ft. Knox and Kingsville, a change to that manning falls within the 
authority of the Changes clause allowing changes in the description of services to be 
performed (see finding 9).  Pursuant to that clause, the AF is entitled to a change and 
the CO is obligated to make an equitable adjustment either increasing or decreasing 
the contract price as merited. 
 
The AF states it had no choice other than to use URS’ proposal and the pricing 
sheets to calculate the price reduction because URS refused to negotiate and disclose 
its actual costs (gov’t Rule 11 br. at 69).  This appears to be true but does not support a 
decision on our part to agree with the AF’s calculation.  Just because the AF required 
URS to price its proposal using the stated minimum team complement and AF pricing 
sheets does not mean that URS’ actual incurred cost matched those sheets.  We agree 
with URS’ argument that the AF calculation of the deductive change amount is 
“flawed” because the AF did not use URS’ actual costs data.  (App. Rule 11 reply br. 
at 18-19) 
 
URS is entitled to negotiate a fair and reasonable change, up or down, based on 
its actual costs at Ft. Knox and Kingsville.  We also leave to the parties the matter of 
the slight difference between the parties’ price increase for Ft. Hood.  In this regard we 
sustain the AF’s right to a modification for the reduction in FTE’s at Ft. Knox and 
Kingsville, but do not accept its calculation of quantum. 
 

40 
CONCLUSION 
 
URS’ appeal is sustained in part as it relates to staffing at Ft. Hood, otherwise, 
the remaining portion of the appeal regarding Ft. Knox and Kingsville is denied and 
the matter is returned to the parties to negotiate the appropriate price for the change 
occasioned by Modification No. 03 and in accordance with the above. 
 
Dated:  May 26, 2020 
 
 
 
CRAIG S. CLARKE 
Administrative Judge 
Armed Services Board 
of Contract Appeals 
 
I concur 
 
 
 
 I concur 
 
 
 
RICHARD SHACKLEFORD 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
 OWEN C. WILSON 
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. 59998, Appeal of URS 
Federal Support Services, Inc., rendered in conformance with the Board’s Charter. 
 
Dated:  May 27, 2020 
 
       
  
PAULLA K. GATES-LEWIS 
Recorder, Armed Services 
Board of Contract Appeals