ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeals of --
Campus Management Corporation 
Under Contract No. SP4705-12-C-0012 
APPEARANCE FOR THE APPELLANT: 
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APPEARANCES FOR THE GOVERNMENT: 
ASBCA Nos. 59924, 59925 
G. Matthew Koehl, Esq. 
Pepper Hamilton, LLP 
Washington, DC 
Ronald J. Borro, Esq. 
Navy Chief Trial Attorney 
Robert J. McMullen, Esq. 
Trial Attorney 
NA VSUP Fleet Logistics Center, Norfolk 
Philadelphia, PA 
OPINION BY ADMINISTRATIVE JUDGE PROUTY 
In this appeal, we consider what compensation appellant, Campus Management 
Corporation (CMC), is entitled to for the government's termination of its contract for 
convenience. We also consider the ancillary question of to what interest CMC is 
entitled for the government's apparently tardy payment of several invoices for services 
rendered on the contract that were submitted prior to its termination. 
The parties waived a hearing and submitted the case upon the record pursuant 
to Board Rule 11. Initially, the parties only argued the issue of entitlement; however, a 
review of the briefing persuaded us to raise with the parties the alternative of deciding 
quantum at the same time as entitlement. Both parties agreed to have us decide the 
issue of quantum contemporaneously with our entitlement decision, and submitted 
additional briefs as directed. 
As will be seen, CMC has the better argument with respect to the interest 
controversy, and is entitled to the pro rata share of contract performance costs for 
which it was ultimately paid, but its allegations regarding its other termination costs 
are largely (though not completely) unsupported. 

FINDINGS OF FACT 
I. The Contract and Its Performance 
The above-captioned contract (the contract) was executed by the parties on 
30 September 2012 (R4, tab 1 at 1 ). The contract was intended to obtain Student 
Information System (SIS) software and associated licenses and maintenance for 
initial use by students at the National Defense University during the 2013-2014 
school year (R4, tab 1 at 4-5). To effect this, the contract had two line items 
for its first year: contract line item number (CLIN) 0001, for provision of the 
software, its licenses, and maintenance; and CLIN 0002 for associated training and 
implementation (R4, tab 1 at 3). The net amount for these line items was $993,389.28 
(R4, tab I at 1, 3). The contract also included two options for additional years of 
support for the SIS (CLINs 1001 and 2001), priced at $298,982.76 for the first year 
and $307,952.28 for the second year (R4, tab 1 at 4). 
On 27 September 2013, the government contracting officer (CO) executed 
Modification No. P00004 (Mod 4) to exercise the first additional one-year option, 
CLIN 1001, to obtain services for the 2013-2014 school year (30 September 2013 -
29 September 2014) 1 (R4, tab 10 at 1). Exercising option year one added $298,982.76 
to the contract price (id. at 2 ), consistent with the price for CLIN I 00 I in the original 
contract (see R4, tab 1 at 4). Two months later, on 25 November 2013, the parties 
executed Modification No. P00005 (Mod 5), affirming that CMC was responsible for 
delivering certain software to allow the use of third party "Blackboard" software under 
the SIS (R4, tab 12 at 1). The price of this modification was $37,000 (id. at 2). 
II. Termination of the Contract 
The government issued contract Modification No. P00006, terminating the 
contract for the convenience of the government, on 2 May 2014 (R4, tab 15), slightly 
more than seven months into the performance of the contract's first option year. 
This modification referenced Federal Acquisition Regulation (FAR) 52.212-4(1) 
(FEB 2012), Termination for the Government's Convenience, which is a part of the 
contract (see R4, tab 1 at 25), and directed CMC to "immediately stop all work 
hereunder and .. .immediately cause any and all of its suppliers and subcontractors to 
cease work" (R4, tab 15). It further provided that CMC "shall not be paid for any 
work performed or costs incurred which reasonably could have been avoided (id.)." 
1 The record does not explain how the 2013-2014 school year, which the contract 
characterized as the "base year" (R4, tab I at I 0-11) became the first option 
year, but we need not resolve that incongruity to address the disputes before us. 
2 

On 30 September 2014, CMC submitted a letter to the CO "formally requesting 
a settlement proposal" for the contract termination 
(R4, tab 16 at 1) which we interpret 
to be an actual termination settlement proposal from CMC. The letter noted an 
outstanding balance of $211,406.61 in "unpaid invoices for contract [Mods 4 and 5] 
for services rendered by [CMC] prior to notice of termination of contract" (id.). It also 
provided a "breakdown of additional costs" that CMC "incurred to satisfy the 
requirements for" the contract (id.). These additional costs summed to $648,061.27, 
though CMC stated that it only sought $124,576.15 of that number because that was 
the amount remaining on the contract for option year one (id. at 1-2). 
The government apparently did not respond to this letter, and, on 20 January 
2015, CMC submitted a one-page certified claim (with 172 pages of attachments) for 
$124,576.15 in termination costs (R4, tab 17). By a separate letter on the same date, 
CMC submitted a certified claim seeking payment of the $211,406.61 in unpaid 
invoices including an interest penalty in accordance with the Prompt Payment Act 
(PPA) (31 U.S.C. § 3903) (R4, tab 18). The CO has not issued a final decision with 
respect to CMC's claim for termination costs, which the government effectively . 
concedes has been "deemed denied" (gov't br. at 2). The CO has issued no final 
decision on the unpaid invoices, though the government did pay all of them on 
7 March 2016, except for the $37,000 that was attributed to the Blackboard integration 
work under Mod 5 (R4, tab 22; see also app. br. quantum at 2-3)2. 
Ill CMC's Appeals To The Board 
On 8 April 2015, CMC filed two separate notices of appeal to the Board, both 
based upon the CO' s deemed denial of its claims. The first notice of appeal, docketed 
as ASBCA No. 59924, was in the amount of $211,406.16 for the unpaid invoices. The 
second notice of appeal, docketed as ASBCA No. 59925, was in the amount of 
$124,57 6.14 for the contract termination costs. In the consolidated complaint that it 
subsequently filed with the Board on 27 October 2015, CMC reduced the amount 
that it sought under the heading of unpaid invoices by $3 7 ,000 because it determined 
that it had not yet completed the Blackboard integration work required by Mod 5 
(compl. ii 14 n.l). Instead, it added $7,087.50 to its pre-existing termination 
cost claim, which it claimed represented the work performed on Mod 5 prior to 
termination of the contract (id.). Thus, the termination cost of the appeals increased to 
$131,663.64 ($124,576.14 + $7,087.50), while the amount sought by the appeals for 
the unpaid invoices decreased to $174,406.61 because of the reduction by $37,000. 
Subsequent to the filing of this appeal, on 7 March 2016, the government paid 
the $174,406.61 in outstanding invoices, along with what CMC characterized as a 
"limited amount" of PPA interest (app. br. quantum at 2). The government agrees 
2 "App. br. quantum" and its government equivalent, "gov't br. quantum," refer to the 
supplemental briefings submitted by the parties on the issue of quantum. 
3 

with CMC that, after setting aside the amount already paid to CMC, the amount of 
PPA interest due to CMC for the period prior to their submission of the unpaid 
invoices to the CO as a claim is $2,228 (app. br. quantum at 2; gov't br. quantum at 7-
8), and the government no longer opposes giving this amount to CMC although it has 
not yet been paid (gov't br. quantum at 7-8). 3 
IV Evidence Presented Regarding CMC 's Damages 
CMC's briefing on quantum significantly revised its approach to damages 
compared to the approach in its claim, primarily via adoption of the reasoning 
contained in the declaration of Kyle Huston, its Director of Finance, which was 
attached to its brief (see app. br. quantum, ex. 1 (Huston decl.)). 4 Mr. Huston 
presented evidence on multiple components of alleged damages, and we discuss them 
in order. 
A. The Blackboard Integration Work 
Mr. Huston's declaration states that CMC employee and Project Manager, 
Jeremy Clement, spent 31.5 hours performing integration work as required by 
Mod 5 (Huston decl. at 1-2). Mr. Huston attached a two-page summary of the hours 
Mr. Clement worked on this project and characterized it as the "true and correct copies 
of Mr. Clement's time entries for this work" (id. at 2). This may not be completely 
accurate: the attached document is very plainly a summary of such entries; it is not 
entirely clear that it constitutes a copy of the actual recorded "time entries" for the work 
(see Huston decl., attach. A). Mr. Huston also states that Mr. Clement's fully burdened 
"commercial hourly rate" is $225, but provides no evidence of this beyond his statement 
in the declaration (Huston decl. at 2). Notably, Mr. Huston's declaration does not state 
what the actual cost (burdened or unburdened) of Mr. Clement's time is to CMC (id.). 
At the rate included in the declaration, the 31.5 hours that Mr. Clement worked on 
the Blackboard integration project would sum to $7,087 (id.). Notably, almost all of 
the hours that Mr. Clement worked on the Blackboard integration project were in the 
late spring and early summer of 2013 (see Huston decl., attach. A), while, as noted 
above, Mod 5 was dated 25 November 2013. Only 1.5 of the 31.5 hours worked by 
Mr. Clement on Blackboard integration post-dated the execution of Mod 5 (id.). 
3 Because the government conceded, by the time of its filing on quantum, that CMC is 
entitled to PP A interest on these payments, it must also concede that CMC is 
entitled to CDA interest on a valid claim relating to the late payment of these 
mvmces. 
4 Technically, this attachment should have been submitted as a supplement to the 
Rule 4 file, rather than simply attached to CMC's brief. Nevertheless, because 
the government has not posed any objection to its attachment to the brief and 
addresses its merits in its opposition to CMC's brief on quantum, we will 
consider it. 
4 

The government included an attachment to its brief on quantum which 
addressed the hourly rates for software engineers (see gov't br. quantum, attach. 1). 
This document, a downloaded version of a portion of the General Services 
Administration's (GSA's) website, indicated that, for a currently-existing large scale 
indefinite-delivery/indefinite-quantity (ID/IQ) contract that was available 
government-wide, the average, fully burdened, hourly rate for a software engineer with 
5 to 15 years of experience and a master's degree was $130 per hour (id.) and argued 
that amount to be a more fitting cost for such services (see gov't br. quantum at 10). 
CMC did not address this allegation in its reply brief. 
B. Early Termination Fees 
Mr. Huston wrote in his declaration that, after CMC was notified of the 
termination of its contract, it immediately cancelled a contract for data transmission 
services which supported the contract and that, as a result, it incurred early termination 
fees from its telecommunications services provider, CenturyLink Technology Solutions 
(CenturyLink) (Huston decl. at 2). He attached two one-page invoices from 
CenturyLink to his declaration to demonstrate these fees (see Huston decl., attach. B). 
The first invoice in Attachment B to Mr. Huston's declaration is dated 16 September 
2014, states that it is for the service period "8/22/2014," and includes an "Early 
Termination Fee" of$9,152.40 (id.). The second invoice is dated 21April2014, states 
that it is for the service period of "3/17/2014," and includes an "Early Termination Fee" 
of $377.66 (id.). Mr. Huston does not explain how this second Early Termination Fee 
could have been incurred and billed approximately two weeks prior to the 2 May 2014 
notice of termination. 
C. Contract Performance Costs 
Mr. Huston's declaration listed a number of expenses that he asserted were 
incurred "performing and preparing to perform the Option Period One requirements" 
(Huston decl. at 2-3). They were as follows: 
1. Software licenses 
Mr. Huston stated in his declaration that CMC purchased $75,127 in software 
licenses to operate the data center utilized to perform the contract (Huston decl. at 3). 
According to Mr. Huston, these licenses were non-transferrable and incompatible with 
other CMC uses (id.). The invoice for the licenses, attachment C to the declaration, 
was dated 6 February 2014 and confirms the amount in Mr. Huston's declaration. 
5 

2. Computer Hardware Equipment 
Mr. Huston also stated in his declaration that, "[j]ust before and during Option 
Year One," CMC purchased $172, 133 worth of computer hardware and storage 
equipment necessary to operate the computer data center used to provide contract 
services (Huston decl. at 3). He further noted that this computer equipment was not 
otherwise usable by CMC (id.). Attachment D to Mr. Huston's declaration includes 
the 10 invoices for computer equipment that sum up to $172, 132.96. The first two 
invoices, dated 1August2013 and 7 August 2013 are for $82,149 and $46,980.85, 
respectively (Huston decl., attach. D). The remainder of the invoices were dated after 
the date of the exercise of the option (id.). 
3. Employee Training Fees and Associated Travel 
Mr. Huston provided invoices for $7,463 in fees and travel expenses for 
training its employees to meet the security standards and certification requirements 
under the contract during option year one (Huston decl. at 4, attach. E). The receipts 
all appear to reflect costs that were incurred during the performance period of the 
option year (see Huston decl., attach. E). 
4. Data Center Build-Out 
According to Mr. Huston, CMC used a third-party vendor and its employees 
to build a data center in Dallas, Texas, to meet the standards of the contract 
(Huston decl. at 4). The cost for these vendors and the travel of CMC's employees 
was $25,573, which was supported by receipts attached to Mr. Huston's declaration 
(see Huston decl. 4, attach. F). 
5. Data Center Shutdown 
Last, Mr. Huston asserted that CMC incurred $3,398 in employee travel and 
third-party shipping costs when it decommissioned the data center (Huston decl. at 4). 
He attached receipts to the declaration demonstrating these costs to be $3,398 
(Huston decl. at 4, attach. G). 
D. The Amount of Incurred Costs Recovered by Pre-Termination Billing 
Mr. Huston's declaration stated that, at the time of contract termination, 
approximately 42% of the Option Year period remained (Huston decl. at 5). According 
to Mr. Huston, this meant that CMC was able to recover a significant portion of its 
incurred costs through the $174,405 in billing that it was ultimately paid (id.). 
Nevertheless, Mr. Huston explained that, in his "professional judgment...a minimum of 
30% of [the expenses earlier annotated] were not recovered through CMC's receipt of 
the Option Period One payments, ... or subject to avoidance by CMC" (id.). 
6 

According to Mr. Huston, the 30% figure was based upon the fact that CMC's 
expenses for the option year were "front-loaded;" that CMC was able to avoid some 
performance costs; and that some of the software and hardware obtained for option 
year one performance "had at best a limited residual value to CMC" (Huston decl. at 5). 
Neither Mr. Huston nor any other source of evidence before us detailed a quantifiable 
basis for the 30% figure from records kept by CMC, nor did CMC provide any 
information from its records detailing how the $174,405 in payments that it did receive 
had been allocated towards capital expenses, employee pay, or other costs incurred in 
contractual performance. Although stating that the IT hardware obtained for contract 
performance had only a "limited residual value," neither Mr. Huston nor any other 
CMC documents quantified whatever value that might have been. 
E. Profit 
Mr. Huston's declaration also noted that CMC's target profit percentage for 
contracts of the type presented here was 10% (Huston decl. at 6). 
F. Summary of Costs Sought and Our View of the Credibility 
of the Huston Declaration 
Setting aside the PPA and Contract Disputes Act (CDA) (41 U.S.C. § 7109) 
interest for late payment of its invoices, CMC sought the following costs based upon 
Mr. Huston's declaration: 
Blackboard Integration 
Early Termination Charges from CenturyLink 
Software Licenses (30%) 
IT Hardware and Storage (30%) 
Employee Certification Costs (30%) 
Data Center Build-Out (30%) 
Data Center Shutdown (30%) 
(See app. br. quantum at 9) 
$7,087 
$9,530 
$22,538 
$51,640 
$2,259 
$7,672 
$849 
These numbers sum to $94,488 for work on option year one, plus $7,087 for the 
Blackboard Integration work. 
For reasons to become plain in the discussion below, it is worthwhile to look at 
the non-discounted costs for performing option year one, as set forth in Mr. Huston's 
declaration. They would be: 
Software Licenses 
IT Hardware and Storage 
Employee Certification Costs 
7 
$75,127 
$172,133 
$7,643 

Data Center Build-Out 
Data Center Shutdown 
(See app. br. quantum at 9) 
$25,573 
$3,398 
These add up to $283,874 and include none of the labor costs or the monthly 
data connection fees from CenturyLink, which would have both been substantial. 
The reader is reminded that the entirety of the price for option year one was 
$298,982. 765 - little more than a $15,000 difference with which to pay the 
non-"front-end" costs. From this simple exercise, we conclude that CMC would have 
almost certainly lost money in the event that it completely performed option year one, 
but the government did not exercise its second option year.6 This material fact goes 
unaddressed in Mr. Huston's declaration. 
This shortcoming and others give us reason to look at Mr. Huston's declaration 
with a skeptical eye. The declaration, as noted above, asserts that CMC incurred early 
termination fees from CenturyLink, which we find plausible, but the first receipt 
provided by the declaration pre-dates the termination by several weeks - a fact pointed 
out in the government's brief (see gov't br. quantum at 13), but not addressed in 
CMC's reply. Similarly, the unanswered questions regarding Mr. Clement's hourly 
costs to CMC give us further reason to be reluctant to take unsupported assertions in 
the declaration at face value. Taking these matters into account and looking at the 
dearth of explanation contained in the declaration regarding the calculation of the 
30% figure for costs not yet recovered, we expressly find that Mr. Huston's 
determination of the 30% figure in his declaration is imprecise, unsupported by 
CMC's records, and speculative. Plainly, this finding will have ramifications to 
CMC's appeal as we discuss immediately below. 
5 To be sure, the contract price was raised by an additional $37,000 to account for the 
Blackboard integration services, but that task order was separate and apart from 
the option year one requirements as it was not billed with the option year one 
invoices (see R4, tab 1 O; Huston decl. (treating option year one costs differently 
than Blackboard integration costs); R4, tab 18 at 25 (separate invoice for 
$37,000, dated 31January2014, for Blackboard integration)). 
6 The government obliquely suggests as much in its opposition brief (gov't br. quantum 
at 12), but CMC did not respond to it in its reply brief. 
8 

DECISION 
We analyze first, the termination costs to which CMC is entitled and then tum 
to the relatively simpler question of to what amount of interest CMC is entitled for the 
government's late payment of its invoices. 
I. CMC is Required to Prove Its Termination Costs Through Its Records 
CMC bears the burden of proving its recovery in this appeal of the CO's 
refusal to pay its claimed termination amount. SWR, Inc., ASBCA No. 56708, 
15- BCA ii 35,832 at 175,225 (citing Lisbon Contractors, Inc. v. United States, 
828 F.2d 759, 767 (Fed. Cir. 1987). A contractor's entitlement to compensation in a 
termination for convenience is determined by those applicable clauses of the FAR that 
are incorporated into the contract at issue. Rex Systems, Inc., ASBCA No. 59624, 
16-1 BCA ii 36,350 at 177,216. The termination clause contained in the contract at 
issue here is that for the acquisition of commercial items, FAR 52.212-4(1). Under 
the terms of this clause, the contractor is entitled to "be paid a percentage of the 
contract price reflecting the percentage of the work performed prior to the notice of 
termination, plus reasonable charges [that] ... have resulted from the termination." 
In our previous decisions reviewing this clause, we analyzed it as providing for 
reimbursement under two prongs: the first prong being for the percentage of work 
performed prior to the.notice of termination; the second prong being for costs 
(including settlement costs) resulting from the termination. See SWR, 15-1 BCA 
ii 35,832 at 175,223-24. 
Proof of termination costs must be demonstrated by the contractor "using 
its standard record keeping system." FAR 52.212-4(1); SWR, 15-1BCAii35,832 
at 175,229. We take this requirement to mean that a contractor must provide 
documentation of its costs and that testimony under oath by a company officer without 
any such documentation does not suffice to prove such costs. SWR, 15-1BCAii35,832 
at 175,230 (citing Industrial Refrigeration Service Corp., VABCA No. 2532, 91-3 BCA 
ii 24,093 at 120,594). Moreover, a contractor seeking termination costs is only entitled 
to compensation for its actual burdened labor costs, not an amount that it might charge 
an outside entity for that labor. See Sentry Insurance, a Mutual Company, VABCA 
No. 2617, 91-3 BCA ii 24,094 at 120,616. 
II. CMC Satisfactorily Proved Few of Its Claimed Termination Costs 
CMC has already been compensated by the government a pro rata share of its 
performance by virtue of its having been paid for its regular invoices submitted prior 
to its termination. This is the first prong of the costs permitted under FAR 52.212.4(1), 
as we interpreted it in SWR, leaving us to analyze the second prong of recoverable 
9 

costs: the reasonable charges that have been proved to have been incurred as a result 
of the termination. We address them below. 
A. Blackboard Integration Costs 
We agree with CMC that it is entitled to the non-recovered costs that it incurred 
in performing Mod 5, the Blackboard integration work. The problem is that CMC's 
evidence of the work performed (exclusively by its employee, Mr. Clement) and its 
costs is incomplete. 
As we discussed above, we entertain some doubt whether the documents 
attached to the Huston declaration constitute records kept by CMC in accordance 
with its standard business record keeping system. Nevertheless, the government 
does not contend that they are not such records, and Mr. Huston alleges that they are. 
Thus, CMC's evidence manages to qualify as standard business records and we will 
consider the evidence to prove CM C's proper recovery. In the absence of contrary 
evidence, we also find that Mr. Clement worked the hours that CMC claims. 
The government argues that we should not pay CMC for the hours that 
Mr. Clement worked on the Blackboard integration project prior to the formal 
issuance of Mod 5, suggesting that the cost of the work had already been recouped 
by payments on the contract (gov't br. quantum at 10). CMC responds, correctly, that 
the government provided no evidence to counter Mr. Huston's declaration that 
Mr. Clement's work was performed on Mod 5, and that it was reasonable for it to 
have performed work on the subject matter of Mod 5 in anticipation of its approval 
(app. reply quantum at 4-5).7 Accordingly, we find that CMC is entitled to 
compensation for all 3 1.5 hours that it claims. 
CMC does not fare as well in its contention that it should be compensated at the 
rate of $225 per hour for Mr. Clement's work. This is so for two reasons: first, CMC 
has not proved or even alleged that this "commercial rate" for Mr. Clement's work is 
the same thing as the cost that it incurred for his work. This is problematic because the 
second prong of the contract's termination clause (through which CMC is seeking this 
compensation) only obligates the government to compensate CMC for its costs, not the 
price it would charge a customer for the services. See SWR, 15-1 BCA ii 35,832 at 
175,224 (interpreting FAR 52.212-4(1)); see also Sentry Insurance, 91-3 BCA ii 24,094 
at 120,616. CMC's second problem lies in a deficiency in the proof of the costs 
7 Of course, prior to the issuance of Mod 5, this work was performed by CMC at the 
risk that it would not be entitled to receive compensation for it if the 
modification never issued. Subsequent to the execution of Mod 5, however, 
that changed and CMC became entitled to payment for work performed 
pursuant to that modification. 
10 

of Mr. Clement's work. The cost of the work (which would include the hourly 
fully-burdened labor cost, not just the number of hours) must be proved using its 
standard record keeping system and, as previously discussed above, the sworn 
testimony of a company official (such as Mr. Huston) without supporting 
documentation does not suffice as proof. See SWR, 15-1 BCA ii 35,832 at 175,230. 
The government offered that, under GSA schedules, a reasonable, fully-burdened rate 
for the work performed by Mr. Clement was $130 per hour, although it did not 
concede that CMC should be paid that (or any) amount (gov't br. quantum at 10). 
CMC did not address the government's response on this matter in its reply brief. 
In our view, the $130 per hour posited by the government as a reasonable cost of 
Mr. Clement's work is, in fact, a reasonable rate and using it would be fair to CMC. 
Thus, we hold that CMC is entitled to $4,095 ($130 per hour multiplied by 31.5 hours) 
for the Blackboard integration work of Mod 5. 
B. Charges Resulting/ram the Termination 
The early termination costs sought by CMC were limited to the CenturyLink 
early termination fees. The government has given us no reason to doubt the testimony 
of Mr. Huston that CMC incurred such fees from its early termination of its data 
transmission contracts with the company. However, there is no explanation for how 
the earlier of the two invoices presented by CMC, in the amount of $377.66, dated on 
21 April 2014 for the "3/ 17/2014" service period, could have possibly been caused by 
the termination of the contract, which it predates. Though this concern was raised by 
the government's brief (see gov't br. quantum at 13), CMC made no effort to address 
it in its reply filing. We thus conclude that this invoice does not reflect a compensable 
termination cost. 
With respect to the invoice in the amount of $9, 152.40, dated 16 September 
2014 for the service period "8/22/2014," we determine that it is most likely for 
compensable termination costs and award it. To be sure, CMC did not make this 
decision as easy as it should have been (indeed, it is a close evidentiary call), but 
Mr. Huston's testimony persuades us that this reflected a real incurred cost, and it is 
not unreasonable for an early termination fee to have been imposed and paid a few 
months after the actual termination notice. 
This is the last termination cost that we will allow in this appeal. 
C. Performance Costs 
All of the other compensation sought by CMC through Mr. Huston's 
declaration was for "front-end 
loaded" costs that CMC asserts were necessary for 
performance of the contract's option year. Mr. Huston posits that, across the board, 
CMC had recovered all but 30% of these costs. As we found, above, the 30% figure 
11 

was imprecise, unsupported, and speculative. As such, and particularly given its lack 
of demonstrable foundation in CMC's business records, we find that, notwithstanding 
Mr. Huston's testimony, CMC has not met its burden of proving its damages related 
to performance costs and we consequently make no award to CMC of such costs. 8 
See SWR, 15-1 BCA i135,832 at 175,230 (citing Industrial Refrigeration Service, 
91-3 BCA i124,093 at 120,594). 
III. CMC is Entitled to the Disputed CDA Interest on the Late-Paid Invoices 
CMC approaches the interest it is due on its late-paid invoices by considering 
them to be subject to PP A interest up until the time that it submitted its claim, and then, 
consistent with the applicable regulatory framework, see 5 C.F.R § 13156.10(a)(5)(i), 
CDA interest from the time of claim submission until its payment ( app. br. quantum 
at 2-3).9 The government concedes its obligation to make the PPA interest payment, 
but contends that, since the payment of invoices was never truly in dispute, it should be 
free of the obligation to pay CDA interest to CMC after the submission of the claim 
(gov't br. quantum at 7-9). The government is wrong. 
The government's position is grounded upon the notion that a dispute is a 
necessary element of a claim under the CDA and that, without a valid claim, there is 
no CDA interest (gov't br. at 20-21; gov't br. quantum at 8-9). Never mind that the 
government never sought dismissal of the appeal relating to unpaid invoices 
(ASBCA No. 59924) for lack of jurisdiction under the CDA. Also, never mind that 
the government remains perfectly content to consider the filing of the allegedly invalid 
claim as the date that PP A interest should stop accruing. In any event, it is clear that 
appellant did present a valid CDA claim. 
In its brief on entitlement, the government cited Parsons Global Services, Inc., 
ASBCA No. 56731, 11-1 BCA ,-i 34,632, for the proposition that a dispute over costs is 
a prerequisite for a valid CDA claim (gov't br. at 20). The government even quoted the 
penultimate paragraph in that opinion to support the notion that a valid CDA claim 
required a dispute (see id. (citing Parsons Global Services, 11-1 BCA i134,632 at 
170,656)). In the circumstances of that appeal, dispute over entitlement was, indeed, 
the key to its resolution. But Parsons Global Services also noted that an invoice could 
8 To be clear, we entertain serious concerns, as explained in our findings above, that 
CMC would have lost money had it performed the entirety of the First Option 
Year and been paid the full amount set forth in the contract for such work. 
Nevertheless, we have no way of calculating how much it would have lost and 
need not engage in such speculation here to conclude that CMC has not proved 
its entitlement to the amount of money that it seeks in this portion of its appeal. 
9 CMC does not seek payment of CDA interest on the PP A interest; just upon the 
principal. 
12 

become the subject of a claim "if disputed or the government unreasonably delays 
payment of the invoice." 11-1 BCA ~ 34,632 at 170,654 (citing Reflectone Inc. v. 
Dalton, 60 F .3d 1572, 1579-80 (Fed. Cir. 1995) (emphasis added; additional citations 
omitted)). CMC has fairly contended that the government unreasonably delayed the 
payment of its invoices here. It thus possesses a valid claim to which CDA interest 
applies from the time of the claim until payment, and we hold that it is entitled to such 
interest. 
CONCLUSION 
With respect to ASBCA No. 59925, CMC is entitled to the payment of $4,095 
for its work on Mod 5 and $9, 152.40 in early termination costs. These are subject to 
CDA interest from the date that CMC's claim was received by the CO, 20 January 
2015. The remainder of its appeal relating to the termination for convenience is 
denied for lack of sufficient proof. 
With respect to ASBCA No. 59924, CMC is entitled to $2,228 in PP A interest 
upon its late-paid invoices for the time prior to the CO's receipt of its claim (as the 
government concedes), and CDA interest upon the $17 4,406.61 in late-paid invoices 
from the date of the CO's receipt of its claim, 20 January 2015, until their payment on 
7 March 2016. Thus, this appeal is sustained, in part, and this matter is returned to the 
parties for the calculation of interest in accordance with this decision. 
Dated: 20 April 2017 
I concur 
MARK N. STEMPLER 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
13 
J.RrlbPRoUTY 
Administrative Judge 
Armed Services Board 
of Contract Appeals 
I concur 
' 1!\ /\ 
~ 
RICHARD SHACKLEFORD 
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 Nos. 59924, 59925, Appeals of 
Campus Management Corporation, rendered in conformance with the Board's Charter. 
Dated: 
14 
JEFFREYD. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals