MOTION FOR SUMMARY JUDGMENT DENIED:  April 30, 2024
CBCA 7465
HONEYWELL INTERNATIONAL INC.,
Appellant,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Robert J. Sneckenberg and Eric K. Herendeen of Crowell & Moring LLP,
Washington, DC, counsel for Appellant.
Jay Bernstein and Kelly Y. Burnell, Office of General Counsel, General Services
Administration, Washington, DC, counsel for Respondent.
Before Board Judges GOODMAN, SHERIDAN, and O’ROURKE. 
O’ROURKE, Board Judge.
An audit performed by respondent, the General Services Administration (GSA or
agency), of the administration of an energy savings contract with appellant, Honeywell
International Inc. (Honeywell), revealed discrepancies in the billing and payment of after-
hours operations and maintenance services.  Based on the audit, the agency issued a demand
letter to Honeywell for more than twenty million dollars and executed a unilateral
modification to effect repayment of the amounts allegedly owed the agency.
Appellant appealed the demand to this Board and moved for summary judgment,
arguing that the agency’s claim was barred by a bilateral modification and release signed by


CBCA 7465 2
the parties in response to an earlier dispute covering the same issue.  The agency opposes the
motion, asserting that the earlier modification and release only pertained to finding 1 in the
audit but not to findings 2 and 3.  The plain language of the modification and release
incorporates a negotiated agreement, dated October 27, 2021, which appellant contends
consists of a series of emails between the parties.  Because we find a material dispute of fact
regarding the terms of the negotiated agreement—and, therefore, the scope of the
modification and release—we deny the motion.
Background
On December 23, 2010, GSA awarded Honeywell task order GS-P-11-11-MK-0002. 
The task order was issued under the Department of Energy’s Energy Savings Program (ESP)
indefinite-delivery, indefinite-quantity (IDIQ) contract for a period of performance of
twenty-four years and a value of $785,832,085.1  The task order (hereinafter “the contract”)
required Honeywell to provide operations and maintenance services, including “labor,
materials, equipment, and supervision to design, construct, operate, and maintain the third
phase of energy infrastructure development” at the Food and Drug Administration (FDA)
White Oak campus in Silver Spring, Maryland.2
On December 24, 2015, the parties modified the contract to add a requirement for
after-hours services, including facility maintenance and tour coverage outside of normal
business hours.3  Specifically, the modification required Honeywell to provide “two (2)
journeymen steamfitters; two (2) [building automation systems (BAS)] technicians; and one
(1) electrician to support after-hours campus-wide facility maintenance and tour coverage”
for the site.  The modification was valued at $145,491,000.
1 ESP contracts allow federal agencies to procure energy savings and facility
improvements by contracting with an energy savings company that privately finances and
installs energy-efficient improvements to a facility.
2 Honeywell was awarded both the first and second phases of this development
project, which included the design and implementation of a central utility plant to provide
off-grid, dedicated utilities at the FDA’s facilities at the White Oak campus (phase one), and
the expansion of the central utility plant (phase two).
3 The contract’s statement of work (SOW) defines a “tour” as either
(1) scheduled visits to equipment rooms and installations by operating personnel to assure
that equipment is running properly and equipment rooms are in good order and without
safety hazards, to make any necessary adjustments to operating controls, and to lubricate
equipment, if needed, or (2) some combination of such visits with automated monitoring of
equipment and systems.

CBCA 7465 3
A hotline complaint in 2016 prompted an inspector general (IG) audit of GSA’s
administration of the contract.  The audit identified multiple discrepancies regarding the level
of contract staffing that led to invoicing and payment inaccuracies.  The audit alleged that: 
(1) GSA overpaid for services due to a miscalculation of those services, (2) Honeywell failed
to provide the requisite number of staff for after-hours services, and (3) after-hours services
staff performed twelve-hour shifts rather than the fourteen-hour shifts required by the
contract.4
On February 19, 2021, the contracting officer notified Honeywell of the discrepancies
(also referred to as “findings”) by letter, stating, “In response to the above findings, GSA
must complete a comprehensive review of the original proposed calculations and verify that
Honeywell has provided the required five technicians to provide the after-hours tour
services.”  The letter sought specific documents from Honeywell, such as Honeywell’s
original proposed calculations for two positions and tour reports, payroll records, and time-
sheets for Honeywell and its subcontractors, from August 2015 through February 2021.  The
deadline for submission of the requested documents was March 15, 2021.  Honeywell
disagreed with the findings but provided the additional documentation in early April 2021,
which GSA reviewed.
On September 17, 2021, the contracting officer sent Honeywell a letter stating that
“GSA intends to withhold the overpayment that was paid to Honeywell . . . for the After-
Hours 24/7 Tour Services from September 18, 2015 through March 31, 2021, in the amount
of $6,240,804.”  The letter referenced findings 1 and 3 of the audit and alleged that the
overpayment was the result of two different discrepancies–a miscalculation of hours for two
positions (finding 1) and excessive payments over a three-year period (2015 to 2018) during
which Honeywell provided staffing for twelve-hour shifts when fourteen-hour shifts were
contractually required (finding 3).
Honeywell responded to the notice of withholding one week later, describing the
miscalculation as a “mutual mistake” at best, reminding GSA that the pricing model for the
after-hours work came from GSA, not Honeywell, and asserting that, “accordingly, the GSA
should bear all of the costs associated with that mistake.”  Regarding finding 1, Honeywell
argued that there was no factual or legal support for GSA’s position on “why the use of the
2500-hour deduction was other than a mutual mistake or GSA’s unilateral mistake” and
clarified that “at no time . . . has Honeywell accepted responsibility for any mistake in the
4 The IG’s final report, dated May 17, 2021, identified management and
oversight failures related to the ESP contract, such as “unsupported payment for services,
inadequate contract oversight, failure to enforce contract requirements, and a lack of required
deliverables.”

CBCA 7465 4
calculations.”  With regard to finding 3, Honeywell stated, “we are also confused by the issue
you raised in your letter regarding an alleged discrepancy between the hours worked and the
hours contractually required.”  Despite their adverse positions, the parties, on February 28,
2022—more than one year after Honeywell was first notified of the audit findings—signed
a bilateral modification to the contract, which stated, in relevant part:
This contract modification incorporates a negotiated agreement (dated
10/27/2021) between Honeywell International Inc. and the United States
Government regarding prior payments of After-Hours Services from
September 1, 2015 through March 31, 2020 to Honeywell in the amount of
$5,335,108.00.
In recognition of the Government’s status as a valued Honeywell customer,
this amount will [be] identified as a goodwill credit to the Government against
future payments for the After-Hours Services in the Contract, that is funded on
an annual basis to Honeywell.  This credit will be applied each April 1st over
a five-year period beginning April 1, 2022 at the rate of $1,067,022.00 per
Year and shall be evenly spread across each monthly payment for the given
year. . . .
This Agreement as reflected in this modification constitutes a full and final
settlement of all issues relating to the After-Hours Services provided by
Honeywell from September 1, 2015 through March 31, 2020.
All other terms and conditions remain the same.
About a month later, on March 24, 2022, the contracting officer sent Honeywell a
“follow-up letter” regarding the second and third findings identified in the audit.5  The
contracting officer informed Honeywell that, based on the information it provided to GSA
in April 2021, “we have found substantial missing documentation to support the total annual
hours of 28,800 required under these contract services.”  A summary spreadsheet was
5 After the contract was modified in December 2015, Honeywell was required
to supply five technicians to perform after-hours services (two steam-fitters, two BAS
technicians, and one electrician); however, random facility inspections and document reviews
showed that five technicians were not routinely provided, though GSA paid for them.  With
regard to the number of hours constituting an after-hours shift, the SOW, which was dated
August 24, 2015, and preceded the December 2015 modification, established that after-hours
services began at 5 p.m. and ended at 7 a.m. during the week.  On weekends and holidays,
the after-hours shift required twenty-four-hour coverage.

CBCA 7465 5
attached to the letter to show which hours were substantiated “from the documentation
submitted so far.”  The contracting officer asked Honeywell to review the information and
“provide additional support for the missing hours” by 6 p.m. on April 2, 2022.6
On April 1, 2022, Honeywell responded to the contracting officer’s letter, stating that
it would provide time sheet data for its subcontractors for the after-hours staffing and the
hourly records of Honeywell’s onsite supervisor “who often provided after-hours support to
ensure full coverage . . . when needed, due to vacation and planned leave, along with
unforeseen incidents such as sickness, bad weather, etc., that disrupted the performance of
designated resources.”  Honeywell provided the information to GSA, which GSA ultimately
determined was insufficient to support all amounts billed by, and paid to, Honeywell.
In response, GSA sent Honeywell a demand letter, dated April 29, 2022, seeking
recoupment of $20,221,466.64, which GSA determined was the amount it had paid to
Honeywell for services that could not be substantiated by the IG audit or by the additional
documentation from Honeywell.  The letter informed Honeywell that “[t]he Government
intends to set up a repayment agreement in the amount of $4,044,293.33 per year for five (5)
years beginning April 1, 2023.”  The demand letter was incorporated into the contract by a
unilateral modification, which the contracting officer issued on April 29, 2022.  The demand
letter was not styled as a contracting officer’s final decision (COFD) and did not advise
Honeywell of its appeal rights.  However, neither party disputed its finality, so it was treated
as a claim by GSA against Honeywell for a sum certain.
On July 28, 2022, Honeywell filed with the Board an appeal of the contracting
officer’s April 29, 2022, demand letter.  The parties initially tried to resolve the dispute
informally.  After negotiations failed, Honeywell filed a motion for summary judgment,
contending that GSA’s demand fell within the scope of the bilateral modification and release
that the parties executed in February 2022, which covered “all issues relating to the After-
Hours Services provided by Honeywell from September 1, 2015 through March 31, 2020.” 
Honeywell’s motion points to the plain language of the release in support of granting
summary judgment, maintaining that the release resolved “all issues” related to the after-
hours services over the specified time period.
In response to the motion, GSA disagreed that the release barred its claim, stating that
the parties spent over a year focused solely on resolving the miscalculation issue (finding 1)
6 Although the IG audit revealed that from 2015 to 2018 Honeywell only
provided after-hours technicians for twelve hours per shift, instead of the fourteen hours
specified in the contract, the requirement for after-hours services was permanently reduced
in 2018 to reflect a need for twelve-hour shifts.

CBCA 7465 6
and that their agreement,7 along with the resulting modification and release, pertained only
to that issue.  GSA argued that the phrase “the After-Hours Services” was ambiguous
because there were multiple categories of such services and this phrase does not specify
which category is being addressed, necessitating consideration of extrinsic evidence to
properly interpret the release.  As such, GSA urges the Board to deny the motion.
Discussion
Jurisdiction
The Board’s jurisdiction is derived from the Contract Disputes Act (CDA), 41 U.S.C.
§§ 7101–7109 (2018), which authorizes the Board to decide any appeal from a decision of
a contracting officer of any executive agency, with certain exceptions.  Id. § 7105(e)(1)(B). 
Submission of a claim and a COFD on the claim are prerequisites for an appeal to the Board. 
Optum Public Sector Solutions, Inc. v. Department of Veterans Affairs, CBCA 7920, 23-1
BCA ¶ 38,464, at 186,950.  The Federal Acquisition Regulation (FAR) defines a claim as “a
written demand . . . by one of the contracting parties seeking, as a matter of right, the
payment of money in a sum certain.”  48 CFR 2.101 (2023).  With regard to government
claims, “[e]ach claim by the Federal Government against a contractor . . . shall be the subject
of a written decision by the contracting officer” and “shall state the reasons for the decision
reached and shall inform the contractor of the contractor’s rights as provided in this chapter.” 
41 U.S.C. § 7103(a)(3), (e).
Here, the contracting officer demanded payment from Honeywell in the amount of
$20,221,466.64 and explained the reasons for the demand.  Although the contracting officer
did not identify the letter as a final decision, she also did not request additional
documentation from Honeywell or invite further discussion about the matter—actions that
would have undermined the finality of the demand and the efficacy of this appeal.  A demand
letter that invites a contractor to submit facts or argument believed to be relevant to the claim
is not an appealable COFD.  4K Global-ACC Joint Venture, LLC v. Department of Labor,
CBCA 7392, 22-1 BCA ¶ 38,163, at 185,332-33; see Sharman Co. v. United States, 24 Cl.
Ct. 763, 768 (1991).
The contracting officer also unilaterally modified the contract and expressly
incorporated the demand letter into the modification, actions which further attest to the
7 The Board sought clarification from appellant regarding the identification of
a negotiated agreement, dated October 27, 2021, that was “expressly incorporated” into the
modification.  Appellant explained that the referenced agreement was part of an email chain
between the parties, which was provided with appellant’s motion.

CBCA 7465 7
finality of the demand.  The fact that the letter did not advise Honeywell of its appeal rights
does not defeat a finding of jurisdiction in this case.  “[A] decision is no less final because
it failed to include boilerplate language . . . usually present for the protection of the
contractor.”  4K Global-ACC Joint Venture, 22-1 BCA at 185,332 (quoting Placeway
Construction Co. v. United States, 920 F.2d 903, 907 (Fed. Cir. 1990)).  Honeywell suffered
no prejudice or harm due to the lack of notice, and it alleges none.  Moreover, GSA did not
challenge our jurisdiction.  For these reasons, we find that the demand letter constituted a
final decision by the contracting officer on a government claim, and Honeywell’s appeal
from that letter established our jurisdiction to hear this matter.  We turn now to the motion
before us.
Appellant’s Motion for Summary Judgment
In its motion for summary judgment, Honeywell urges the Board to interpret the
language of the modification as a broad release of claims, such that any disputes related to
the provision of after-hours services that were raised after the execution of the bilateral
modification are barred from further consideration.  GSA, on the other hand, contends that
the modification applied only to the first finding in the audit—the miscalculation of hours
for two positions—and the fact that the parties disagree over what is meant by “the After-
Hours Services” demonstrates the ambiguous nature of the modification, which can be
cleared up by examining extrinsic evidence.
The standard for summary judgment is well-established.  1425-1429 Snyder Realty,
LLC v. Department of Veterans Affairs, CBCA 6433, 21-1 BCA ¶ 37,791, at 183,464. 
“Summary judgment is appropriate when no material facts are in dispute and the moving
party is entitled to judgment as a matter of law.”  Id.; see Celotex Corp. v. Catrett, 477 U.S.
317, 322 (1986); Harris IT Services Corp. v. Department of Veterans Affairs, CBCA 5814,
et al., 20-1 BCA ¶ 37,533, at 182,269 (2019).  The parties acknowledge that they negotiated
a settlement agreement on October 27, 2021, and then executed a bilateral modification
based on that agreement on February 28, 2022.  They disagree, however, on the scope of that
agreement and of the resulting modification and release.
The question of whether the modification at issue released the claims asserted by GSA
in the April 29, 2022, demand letter is a matter of contract interpretation.  “The fundamental
objective in contract interpretation is to determine the parties’ intent at the time the contract
was executed.”  Bank of America v. Department of Housing & Urban Development, CBCA
5571, 18-1 BCA ¶ 36,927, at 179,888 (2017) (quoting ASP Denver, LLC v. General Services
Administration, CBCA 2618, et al., 15-1 BCA ¶ 35,850, at 175,304 (2014)).  To resolve an
issue of contract interpretation, we first look to the plain language of the contract.  Foley Co.
v. United States, 11 F.3d 1032, 1034 (Fed. Cir. 1993).  We read the contract as a whole,
giving reasonable meaning to all its parts.  Gould, Inc. v. United States, 935 F.2d 1271, 1274

CBCA 7465 8
(Fed. Cir. 1991).  “An interpretation that gives meaning to all parts of the contract is to be
preferred over one that leaves a portion of the contract useless, inexplicable, void, or
superfluous.”  NVT Technologies, Inc. v. United States, 370 F.3d 1153, 1159 (Fed. Cir.
2004).  “We apply the same principles when we focus on the scope of a release.”  Bank of
America, 18-1 BCA at 179,888-89; see Sylvan B. Orr v. Department of Agriculture, CBCA
5299, 16-1 BCA ¶ 36,522, at 177,926 (“Because a release is contractual in nature, it is
interpreted in the same manner as any other contract term or provision” (quoting Bell BCI
Co. v. United States, 570 F.3d 1337, 1341 (Fed. Cir. 2009)).
The release at issue states:  “This Agreement as reflected in this modification
constitutes a full and final settlement of all issues relating to the After-Hours Services
provided by Honeywell from September 1, 2015 through March 31, 2020.”  Honeywell
maintains that “all issues related to the provision of after hours services” plainly means all
issues, not some issues, and that the phrase “all issues” is “unequivocal and unambiguous.” 
The flaw in that argument is that it fails to recognize the language that immediately precedes
the words “full and final settlement of all issues.”  The entire sentence reads: “This
Agreement as reflected in this modification constitutes a full and final settlement of all issues
. . . .”  (Emphasis added.)  We cannot read out or ignore the first part of that sentence, which
plainly references the parties’ agreement and the modification.  The modification expressly
states that it “incorporates a negotiated agreement (dated 10/27/2021) . . . regarding prior
payments of After-Hours Services.”  These words qualify the after-hours services, so we
must consider them.  The terms of the referenced agreement, however, are not contained in
the modification or attached to it but rather were captured in email exchanges between the
parties.
We expected that reviewing the emails would clarify the scope of the modification
and release—whether it pertained to all of the findings raised in the audit (miscalculations,
understaffing, and unprovided hours), as Honeywell contends, or just the first finding, as
GSA asserts.  But that was not the case.  We noticed that both parties attempted to sum up
what was agreed to for the purposes of finalizing a bilateral modification.  They used phrases
such as “the email agreement,” “a move forward plan,” “the final agreement for the
overpayment of the 24/7 services,” and “a negotiated payback agreement.”  Even the email
from Honeywell to GSA, dated October 27, 2021, which appellant asserts is the negotiated
agreement referenced in the modification, described the contents of the email as “a summary
of our alignment, which will be finalized by our respective attorneys as soon as possible.” 
More importantly, that email was sent in response to an email from the contracting officer
that also tried to summarize the terms of their agreement.  Looking at them side-by-side,
however, it was as if the parties were summarizing two different negotiations, perhaps in an
effort to memorialize their own interpretations as representative of the parties’ joint
agreement.  Whatever the reasons, the result is confusing.  An agreement should function as
a mirror, reflecting back what stands before it.  We do not have that here.  Instead, the parties

CBCA 7465 9
disagree on the terms of their agreement, and the plain language does not help them, or us,
decipher it.
For the purposes of this motion, we are obligated to construe the facts in favor of the
non-movant.  In doing so, we find that a dispute of material fact exists as to the scope of the
modification and release, and we require further development of the record to determine the
parties’ intentions in executing the same.  Honeywell’s second argument, that an accord and
satisfaction has been effectuated by the parties’ “mutual agreement,” fails for the same
reasons.
Decision
Appellant’s motion for summary judgment is DENIED.
   Kathleen J. O’Rourke    
KATHLEEN J. O’ROURKE
Board Judge
We concur:
    Allan H. Goodman             Patricia J. Sheridan     
ALLAN H. GOODMAN PATRICIA J. SHERIDAN
Board Judge Board Judge