DENIED: June 22, 2009 
CBCA 1149 
SIXTH AND E ASSOCIATES, L.L.C., 
Appellant, 
v. 
GENERAL SERVICES ADMINISTRATION, 
Respondent. 
Richard D. Lieberman and Gabriel D. Soll of McCarthy, Sweeney & Harkaway, P.C., 
Washington, DC, counsel for Appellant. 
Robert M. Notigan, Office of Regional Counsel, General Services Administration, 
Philadelphia, PA, counsel for Respondent. 
Before Board Judges VERGILIO , SHERIDAN , and KULLBERG. 
VERGILIO , Board Judge. 
On April 14, 2008, the Board received from Sixth and E Associates, L.L.C. (lessor) 
a notice of appeal disputing a contracting officer’s decision dated March 7, 2008.  The Tax 
Adjustment clause (September 2000) of the underlying lease, GS-11B-01864, with the 
General Services Administration (agency), provides for an adjustment each year to 
Government payments of real estate taxes calculated using the “base year taxes” defined as 
the real estate taxes for the first twelve-month period coincident with full assessment or an 
amount negotiated by the parties.  The dispute concerns the interpretation and application of 
the clause. 
The lessor timely brings this appeal pursuant to the Contract Disputes Act of 1978, 
41 U.S.C. §§ 601-613, as amended.  The evidentiary record includes the appeal file and 
supplement, the transcript from a hearing on the merits, and exhibits accepted during the 
hearing and attached to the lessor’s brief. 

 
  
   
 
 
   
 
    
 
     
    
 
  
     
 
    
 
    
2 CBCA 1149 
The parties did not negotiate an amount to reflect the base year taxes for the fully 
assessed property.  Therefore, the “base year taxes” are the real estate taxes for the first 
twelve-month period coincident with full assessment.  This property was fully assessed at the 
time the lease was effective. The first twelve-month period coincident with full assessment 
is the first twelve months of the lease, i.e., February 22, 2004, through February 21, 2005. 
The lessor’s interpretation, predicated on a tax year basis from October 1, 2003, through 
September 30, 2004, is inconsistent with the lease.  The Board denies the appeal. 
Findings of Fact 
1. On March 3, 2006, the lessor and agency entered into a lease covering the ten-
year term beginning February 22, 2004, and ending on February 21, 2014, for the entire space 
in a building.  The lease specifies dollar amounts of annual rent for three periods: (1) 
February 22, 2004, to February 28, 2005, (2) March 1 to September 30, 2005, and (3) 
October 1, 2005, to February 21, 2014. For each period, the lease specifies that the annual 
rent includes base real estate taxes.  Exhibit 1 at 1 (exhibits are in the appeal file unless noted 
otherwise). 
2. Under the lease’s Tax Adjustment clause (September 2000), base year taxes 
“are 1) the real estate taxes for the first 12-month period coincident with full assessment or 
2) may be an amount negotiated by the parties that reflects an agreed upon base for a fully 
assessed value of the property.”  Exhibit 1 at 20 (¶ 3.4.B).  The clause specifies that the 
agency shall make a single annual lump sum payment for increases in real estate taxes over 
the base year taxes, or receive a rental credit or lump sum payment for decreases in real estate 
taxes below the base year taxes.  Exhibit 1 at 21 (¶ 3.4.E).  It is undisputed that the property 
was fully assessed at the commencement of the lease term; the agency was the prior lessee 
of the space under two leases, with holdover periods occurring prior to the agreement 
reflected in the here-disputed lease.  Transcript at 15-17, 94. 
3. The parties did not negotiate an amount to reflect the base year taxes. 
Transcript at 35. Accordingly, the lease does not explicitly state an amount that the parties 
had negotiated to reflect base year taxes. 
4. The lease includes the lessor-completed standard form 1217 (submitted with 
its offer), with a date of April 2, 2004. Under section II, captioned “estimated annual cost 
of ownership exclusive of capital charges,” on line 28, the lessor entered a dollar amount as 
its real estate taxes.  Exhibit 1 at 3 (¶ 7), 104. Although not specified on the form, the lessor 
states that the amount reflects the real estate taxes it paid for the building for the tax year of 
October 1, 2003, to September 30, 2004.  Transcript at 35. 

  
 
      
  
 
    
  
    
  
   
    
 
              
 
 
 
3 CBCA 1149 
5. By letter dated June 8, 2007, the lessor submitted a certified claim to the 
contracting officer, seeking to recover (as here relevant) real estate taxes for 2005 and 2006. 
The lessor treats the Tax Adjustment clause as applicable to each tax year, as it asserts that 
the base year taxes are those assessed for the period of October 1, 2003, through 
September 30, 2004 (the tax year for payment of real estate taxes). To this base, the lessor 
compares taxes for the 2005 and 2006 tax years, and deems the agency obligated to pay the 
difference under the Tax Adjustment clause.  Exhibit 2 at 1. 
6. The contracting officer denied the claim, by decision dated March 7, 2008.  In 
reaching the decision, the contracting officer notes that, with the property fully assessed at 
the inception of the lease term, the first twelve-months is from February 22, 2004, through 
February 21, 2005; that period establishes the base year taxes. The decision explains that the 
figure for real estate tax estimates on standard form 1217 does not represent a negotiated 
base year amount, and notes that the lessor’s figure does not take into account the start date 
of the lease.  Exhibit 5 at 2. 
7. On April 14, 2008, the Board received the underlying notice of appeal from the 
lessor.  Exhibit 6 at 3. 
Discussion 
The Tax Adjustment clause establishes the base year taxes as either a negotiated 
amount or the real estate taxes for the first twelve-month period coincident with full 
assessment.  The parties did not negotiate an amount for the base year taxes under the clause. 
The lease does not identify such a negotiated amount. Although the lessor submitted a figure 
on a standard form identified as estimated real estate taxes, that inclusion as an estimate does 
not represent a negotiated amount. 
Without a negotiated figure, the clause specifies how to determine the base year taxes. 
Here, the first twelve months with a full assessment of the property are the first twelve 
months of the lease--February 22, 2004, through February 21, 2005.  The clause is not 
ambiguous.  The lessor’s interpretation, which imposes a tax year concept on the base year, 
is contrary to the express language of the clause.  The lessor’s interpretation fails. 
The lessor raises other theories of relief, apart from the plain meaning of the lease. 
The lessor seeks reformation, contending that there was no meeting of the minds in this lease, 
because the parties had differing understandings of what the lease terms meant.  There was 
a meeting of the minds, both parties intended to be bound by the terms and conditions of the 
lease.  The misinterpretation of a provision by one party does not create a basis, by itself, to 
reform the terms of the lease. 

 
     
  
   
     
  
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4 CBCA 1149 
The lessor looks to extrinsic evidence to demonstrate a prior course of dealing that 
compels a result contrary to the express language of the lease.  The record does not establish 
a relevant prior course of dealing impacting the interpretation of this lease.  This lease 
commenced with the property fully assessed. At the inception of the prior leases (containing 
varying tax escalation language), the property was not fully assessed.  The first full 
assessment occurred on a tax year basis.  The agency used supplemental lease agreements to 
establish the base year real estate taxes on a tax year basis.  Supplemental Appeal File 
Exhibits 1, 2, 3.  Because of the differences in language and circumstance between this lease 
and each prior lease, the prior course of dealing argument is inapplicable. 
The lessor’s unexpressed intents, understandings, and interpretations are not relevant 
to the interpretation of this lease. The Tax Adjustment clause unequivocally defines how the 
base year is to be established (with and without a negotiated amount).  Despite the lease 
being agreed upon in 2006, when the lessor possessed real estate tax assessments not 
included in, or available at the time of, its offer, the lessor did not utilize the opportunity to 
negotiate a fixed amount for the base year real estate taxes or to specify a tax year based base 
year.  The claim and appeal processes are not meant to provide forums for the parties to 
renegotiate the terms of an existing lease. 
Decision 
The Board DENIES  the appeal. 
JOSEPH A. VERGILIO 
Board Judge 
We concur: 
PATRICIA J. SHERIDAN H. CHUCK KULLBERG 
Board Judge Board Judge