DENIED: March 9, 2016
CBCA 2878
JANE MOBLEY ASSOCIATES, INC., 
Appellant,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Ralph C. Thomas III of Baker, Cronogue, Tolle & Werfel, LLP, McLean, VA, counsel
for Appellant. 
Catherine Crow and John S. Tobey, Office of General Counsel, General Services
Administration, Washington, DC, counsel for Respondent.
Before Board Judges DANIELS (Chairman), SHERIDAN, and KULLBERG.
SHERIDAN, Board Judge.
Jane Mobley Associates, Inc. (JMA) appeals the contracting officer’s final decision
finding that the General Services Administration (GSA or Government)  overpaid JMA under
a firm-fixed-price task order and that, as a result, JMA is indebted to the Government in the
amount of $37,235.60 for JMA’s alleged overbilling.  For the reasons that follow, we deny
the appeal. 


CBCA 2878 2
Statement of Facts
I. Award and Performance of the Contract
A. The Schedule Contract
On May 14, 2004, in response to GSA’s solicitation for general marketing, media, and
public information services, JMA was awarded Federal Supply Schedule contract GS-23F-
0354P (schedule contract).  The purpose of the solicitation was to procure media and
marketing services in order to meet GSA’s needs for such services, which could not be
satisfied in-house. 
The schedule contract contemplated that the Government would issue task orders to
JMA to provide services from the schedule contract’s statement of work.  In this regard, the
schedule contract provided:
A firm fixed price order shall be requested, unless the ordering office makes
a determination that it is not possible at the time of placing the order to
estimate accurately the extent or duration of the work or to anticipate cost with
any reasonable degree of confidence.  When such a determination is made, a
labor hour or time-and-materials proposal may be requested.  The firm-fixed
price shall be based on the prices in the schedule contract and shall consider
the mix of labor categories and level of effort required to perform the services
described in the statement of work. 
Exhibit 45 at 85.  JMA would then be paid in accordance with the applicable rates listed in
JMA’s schedule price list, which included overhead and profit.  Regarding payment, JMA
offered a prompt payment discount of 0.5% for payments made within fifteen days from the
date of the invoice.  In any event, payment for services was due within thirty days of receipt
of a proper invoice. 
JMA’s schedule contract incorporated by reference the terms of the original
solicitation.  Among the terms incorporated, several provisions of Federal Acquisition
Regulation (FAR) 52.212-4, 48 CFR 52.212-4 (2003) are pertinent to this appeal:
(g)(1)  The Contractor shall submit an original invoice and three copies (or
electronic invoice, if authorized) to the address designated in the contract to
receive invoices.  An invoice must include–
. . . .

CBCA 2878 3
(vi)  Terms of any discount for prompt payment offered[.]  (Emphasis
added.)
. . . .
(g)(2)  Invoices will be handled in accordance with the Prompt Payment Act
(31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt
payment regulations at 5 CFR part 1315. 
. . . .
(i)  Payment. . . . In connection with any discount offered for early payment,
time shall be computed from the date of the invoice.  For the purposes of
computing the discount earned, payment shall be considered to have been
made on the date which appears on the payment check or the specified
payment date if an electronic funds transfer payment is made.  
The schedule contract was updated at various times (called a “refresh”), which
modified some, but not all, of the terms and conditions of the original schedule contract. 
Refresh eight, issued on January 5, 2010, added the following clause to the schedule contract:
(1)(ii)(D)(5)  Overpayments/Underpayments.  Each payment previously made
shall be subject to reduction to the extent of amounts, on preceding invoices,
that are found by the Contracting Officer not to have been properly payable
and shall also be subject to reduction for overpayments or to increase for
underpayments. 
B. The Task Order  
In late 2009 and early 2010 concerns arose regarding environmental contamination
at the GSA-controlled Bannister Federal Complex (Bannister Complex) in Kansas City,
Missouri.  The matter developed into a crisis in which GSA officials believed they needed
communications consultant services support to develop immediate responses to public
concerns as they were arising.  On February 5, 2010, GSA awarded to JMA task order GS-P-
06-10-GX-0012 (task order) under the aforementioned schedule contract.  Pursuant to the
task order, JMA was to provide communications consultant services necessary to support
GSA in developing responses to the crisis. 
The task order was originally awarded as firm-fixed-price in the amount of $99,940.25
for a base period running from February 5 to March 8, 2010 (base period).  The statement of

CBCA 2878 4
work for this period, developed by JMA’s principal, Dr. Jane Mobley, called for the
provision of technical support, materials, equipment, and supplies to support GSA’s response
and included specific tasks for addressing the crisis in phases.
The task order incorporated by reference several provisions contained in the schedule
contract that are relevant to this appeal:
52.232-1  Payments (Apr. 1984)  The Government shall pay the Contractor,
upon the submission of proper invoices or vouchers, the prices stipulated in
this contract for supplies delivered and accepted or services rendered and
accepted, less any deductions provided in this contract. 
52.232-8  Discounts for Prompt Payment (Apr. 1989):  [A]ny offered discount
will form part of the award, and will be taken if payment is made within the
discount period indicated in the offer by the offeror.  As an alternative to
offering a prompt payment discount in conjunction with the offer, offerors
awarded contract may include prompt payment discounts on individual
invoices. 
52.232-25(a)(4)  Prompt Payment:  A proper invoice must include the items
listed in . . . (i) through . . . (viii) . . . .  If the invoice does not comply with
these requirements, then the Contractor will be notified of the defect within
7 days after receipt of the invoice at the designated billing office. 
. . . .
   (v) Shipping and payment terms (e.g., shipment number and date of
shipment, discount for prompt payment terms).  (Emphasis added.)
After performing as required by the task order, JMA invoiced GSA for payment of
the firm-fixed amount of $99,940.25, based on 814.25 hours of work.1  No prompt payment
discount terms appeared on either invoice.  GSA paid JMA the full $99,940.25 obligated for
the task order.
1 JMA, in fact, issued two invoices covering services performed during the
base period, 204 and 204R, the latter of which corrected the omission of “Inc.” from the
name of the contractor in the former.  This was done to assist GSA’s payments branch in
making payment to the correct vendor.

CBCA 2878 5
C. The Task Order Modification
While work under the task order was still being performed, GSA officials discussed
whether to purchase additional services from JMA, as GSA believed it was not yet fully
equipped to handle the Bannister Complex crisis in-house.  However, GSA was uncertain
whether JMA’s services would be required for the entire forthcoming period.  After further
internal discussions, the contracting officer (CO), Ms. Crystal Martin, was told by her
supervisor, Mr. Courtney Springer, to collaborate with GSA program personnel to develop
a new statement of work in order to continue JMA’s services in preparing GSA to handle
the crisis itself.  By e-mail message dated March 4, 2010, the CO informed JMA that GSA
wished to modify the task order to extend JMA’s services for an additional two months and
included a suggested statement of work for that period.  Later that same day, JMA responded
that the suggested statement of work was “very broad” and that JMA would need to redraft
the statement of work “in order to price it appropriately.”  By e-mail message later that
evening, JMA submitted its draft statement of work to GSA and included an estimated cost
for the period, stating:
Please find enclosed the SOW [statement of work] that we think covers the
work foreseen in the next two months for JMA to support the communications
efforts . . . concerning the Bannister Complex[.]  As requested, we are
providing a cost for each of two months, based on the LOE [level of effort]
expended in [February] 2010 and anticipated requirements.  We project that
March will require the LOE (hours and personnel) that equals $76,800 under
our GSA schedule rates and April LOE that equals $57,600.
In the days following, the parties continued to discuss pricing and terms of the new
statement of work under the proposed modification.  On the morning of March 8, 2010, CO
Martin sent to Dr. Mobley for her review and signature a copy of the draft task order
modification.  The draft modification extended JMA’s services from March 9 to May 10,
2010, (modification period) and increased the amount of funds obligated for the task order
by $134,400, to $234,340.25. 
Mr. Springer, however, continued to have doubts concerning how long JMA’s
services would actually be required.  He was concerned that GSA would not need JMA’s
services through May and whether GSA would end up paying for more services than it
needed.  Accordingly, Mr. Springer directed CO Martin to include in the modification
additional language whereby JMA would be required to track its hours worked and GSA
would pay on the basis of the hours billed.  Billing in this manner, GSA believed, would
allow JMA to be adequately compensated for the work it performed in the event GSA
wished to terminate JMA’s services earlier than May 10, 2010.

CBCA 2878 6
Based on conversations with Mr. Springer, CO Martin contacted Ms. Kelly
Reinhardt, Senior Principal of JMA, and informed her to disregard the earlier sent draft
modification.  In follow-up to this conversation, CO Martin notified Dr. Mobley by e-mail
message to disregard the earlier sent modification.  On the afternoon of March 8, 2010, CO
Martin forwarded to Dr. Mobley a copy of the revised modification.  In the revised
modification, CO Martin added new payment language that provided: 
4.  Jane Mobley shall provide documentation upon invoicing showing the
hours invoiced for during that monthly period.  Jane Mobley will be paid
based on the hours documented and verified for each labor category and task
during that month.  Monthly payment shall not exceed documented hours.  If
at any time services are no longer needed the Government reserves the right
to cancel services and reimburse Jane Mobley for any direct labor costs
incurred prior to cancellation.  Any over-committed funds shall be de-
obligated from the task order. 
5.  All other terms and conditions remain unchanged.
Shortly after receiving CO Martin’s e-mail message, Dr. Mobley contacted CO
Martin by phone to discuss the new payment terms.  In that conversation, CO Martin
explained to Dr. Mobley that, under the new terms, JMA would be paid based on the hours
worked and invoiced during the modification period.  When asked by Dr. Mobley whether
“the contract was still firm-fixed price . . .  [CO Martin] stated yes, it was.”  CO Martin,
however, did not explain why, despite the new payment terms, she believed the contract
remained firm-fixed-price.  Nevertheless, Dr. Mobley did not raise any objections to the
added language and returned the executed final version of the modification to CO Martin. 
The task order modification was fully executed on March 8, 2010, as modification PS 01. 
D. Billing, Payment, and Closeout of the Task Order
JMA continued providing services as required by the task order modification.  In light
of the modification, Mr. Jerry Mucke, JMA’s finance director, notified employees that JMA
would begin to track their hours spent on the project.  Accordingly, JMA’s employees
recorded their hours and submitted them to Mr. Mucke, who then invoiced GSA in an
amount commensurate with the total hours reported multiplied by the applicable labor rates. 
While Mr. Mucke received some employees’ records as hard copy timesheets, employees
generally submitted their time via e-mail.  Each employee’s time spent on the project was
then entered into the company’s MAS 90 billing system by the number of hours worked,
labor category, and task for which the work was performed.  The system then produced a
summary of the hours, from which Mr. Mucke prepared an invoice.  However, due to

CBCA 2878 7
limitations in JMA’s MAS 90 software, Mr. Mucke had to edit the software’s calculations. 
The MAS 90 software could only produce a billing summary by calendar month.  The system
could not produce a summary that corresponded to the periods of performance under the
modification, which did not begin or end on the first and last days of the month.  As a result
of the overlap of the calendar month and the modification billing periods, the total hours
reported in a particular invoice included hours worked in a prior billing period.2  This method
of billing was unlike the manner by which JMA billed during the firm-fixed-price base
period, where JMA submitted an invoice that reflected the original lump sum price awarded
and that provided no breakout of hours worked. 
On April 10, 2010, JMA submitted invoice 306 for the first month of services
performed under the modification.  It totaled $74,635.25 for the period March 8 to April 8,
2010.  The invoice showed a breakout under each task and a total of 620.25 hours charged
at applicable rates.  Prior to payment, GSA verified the reported hours worked against the
labor rates and noted a discrepancy between the amount JMA billed and the amount GSA
had calculated.  Mr. Mucke noted his error and provided a revised invoice (306R) reflecting
the new invoiced amount of $74,623.87. 
On May 15, 2010, JMA submitted to GSA for payment invoice 405, which covered
the period from April 9 to May 10, 2010.  As with invoice 306R, invoice 405 provided a
breakout by category of the 451 hours charged at the applicable rates, which totaled
$59,773.96.  GSA verified and approved this amount, and JMA was paid in full. 
Upon contract completion, the task order was closed out on May 10, 2010, in a formal
contract closeout meeting.  In its final contractor performance assessment report, GSA rated
JMA’s services as “Excellent” in each of four key areas.  In total, GSA paid JMA
$234,338.08, under the task order and modification, $2.17 less than the total amount
obligated.  JMA did not express concerns about receiving the lesser amount. 
2 Dr. Mobley conceded that, in retrospect, JMA’s record-keeping was not
fully reliable.  Dr. Mobley stated, “Looking back at it, would you say it was reliable [in]
auditable terms?  I would not.  If asked today to judge the way that we kept those records
internally, would it be judged by business standards as sloppy?  Well, I think that [is] a
pretty fair word.”

CBCA 2878 8
II. Audit by the GSA Office of Inspector General
JMA’s schedule contract contained General Services Acquisition Regulation (GSAR)
552.215-71,  which establishes broad rights for the contracting officer or an authorized
representative such as GSA’s Office of Inspector General (OIG) to examine books,
documents, papers, and other pertinent records to verify pricing, sales, and other data.  48
CFR 552.215-71.  GSA can reach back up to three years after final payment on the contract
to perform these audits.  Some time after contract completion, GSA’s OIG conducted an
audit concerning the award and administration of the JMA task order and the modification. 
In its subsequent report, issued on January 10, 2012, the OIG concluded that JMA had
overbilled GSA for various labor costs in an amount totaling $40,105.69.  Based on JMA’s
invoices, timesheets, and supporting documentation, the OIG found JMA’s overbilling
included $23,941.92 for labor costs billed under invoice 306R and $16,163.77 for labor costs
billed under invoice 405R.  As to invoice 306R, the OIG determined that of the 620.25 hours
reported, only 345.5 hours were supported by JMA’s time records.  The OIG determined that
of the 451 hours reported in invoice 405R, only 358.25 hours were supported by JMA’s time
records.  In a memorandum prepared in connection with the audit, the OIG detailed an
interview it conducted with Mr. Mucke, in which Mr. Mucke explained the reason for the
overbilling:
JMA’s explanation for the overbilling was that its actual costs during the initial
invoice period (February 5 - March 8) were $126,636.29, which exceeded the
firm-fixed-price amount by $26,696.04.  JMA stated that it carried these
excess labor costs over from the initial firm-fixed-price period to the extension
period (its second and third invoices). 
The OIG further determined that JMA was indebted to GSA in the amount of $971.16
for its failure to include the required 0.5% prompt payment discount terms on its invoices. 
The OIG adjusted the amount of indebtedness downward by $8,241.08 to reflect certain
subcontractor costs it concluded were owed by JMA “to ensure that [the OIG’s] refund
calculation was not overstated.”  The OIG recommended that GSA take steps to recoup
$32,835.77 in overbilled amounts. 
III. GSA’s Demand Letter and Contracting Officer’s Final Decision
On January 9, 2012, CO Martin issued to JMA a notice of demand for the recovery
of the alleged overpayments in the amount of $32,835.77.  The letter indicated that if JMA
decided to dispute the assessment, it could do so in writing within thirty days of the date of
the notice.  By letter dated January 23, 2012, JMA refuted the OIG’s reported findings and
asserted that no overpayment occurred on the task order.  JMA argued that the task order

CBCA 2878 9
was contracted at a firm-fixed-price, successfully closed out, and completed with a rating
of “Excellent” in GSA’s contractor performance assessment report; that each party fulfilled
its obligations under the contract; that labor rates and labor hours were not germane to
payment under the firm-fixed-price contract; and that the language regarding the tracking
of labor hours contained in the “Description” section of the task order modification was
meaningless and irrelevant as the contracting officer had assured JMA that the language
would not alter the firm-fixed-price nature of the contract.  Further, JMA argued that it was
not required to offer a prompt payment discount on its invoices, as the task order
incorporated the prompt payment discount terms by reference.  JMA asserted that GSA
could have withheld the discount at its discretion when making timely payment to the
contractor, but it elected not to do so.  Accordingly, JMA concluded, it was not indebted to
GSA for any of the $32,835.77 demanded. 
CO Martin performed her own analysis regarding the overbilling using the timesheets
JMA provided.3  As to invoice 306R, of the 620.25 hours reported, CO Martin determined
that 355.25 hours were supported by JMA’s timesheets, reflecting an overbilling of 265
hours.  As to invoice 405R, JMA reported a total of 451 hours worked, but CO Martin
determined that only 335 hours were supported by JMA’s timesheets, reflecting an
overbilling of 116 hours. 
On June 1, 2012, CO Martin issued a contracting officer’s final decision on GSA’s
overpayment concluding that JMA overbilled GSA by $21,981.85 under invoice 306R and
by $14,263.29 under invoice 405R.  The CO determined that JMA also owed $990.46 in
prompt payment discounts, and was not entitled to an adjustment for subcontractor costs. 
The decision addressed JMA’s arguments against overpayment and determined that the
arguments against overpayment were without merit.  GSA concluded JMA was indebted to
the United States in the total amount of $37,235.60. 
3 The OIG received two sets of timesheets from JMA, one submitted on
November 17, 2010, in response to a subpoena, and another submitted on October 14,
2011, in response to an informal OIG request.  The hours reflected in one set of
timesheets generally matched those reflected in the other.  Where a discrepancy existed
between the two sets, the CO used the hours as reported on the timesheets provided under
the OIG subpoena.  The CO considered those timesheets to be more reliable for resolving
discrepancies because those timesheets were created closer to the time the work was
performed and they were submitted under subpoena.

CBCA 2878 10
JMA timely appealed the final decision to the Board, where the case was docketed
as CBCA 2878.  We have jurisdiction to decide this matter pursuant to the Contract Disputes
Act (CDA), 41 U.S.C. §§ 7101-7109 (2012). 
Discussion
The central issue in this appeal involves a question of contract interpretation.  The
dispute before us is whether JMA is entitled to be paid a firm-fixed-price for the services it
provided during the two-month period covered by the task order modification, or whether
it is only entitled to be paid based on the applicable rates and hours worked during that
period.  In resolving such a dispute, we turn to the “time-honored rules” of contract
interpretation:
The starting point for contract interpretation is the language of the written
agreement.  NVT Technologies, Inc. v. United States, 370 F.3d 1153, 1159
(Fed. Cir. 2004).  In interpreting the language of a contract, reasonable
meaning must be given all parts of the agreement so as to not render any
portion meaningless, or to interpret any provision so as to create a conflict
with other provisions of the contract.  Hercules, Inc. v. United States, 292
F.3d 1378, 1380-81 (Fed. Cir. 2002); Fortec Constructors v. United States,
760 F.2d 1288, 1292 (Fed. Cir. 1985); United States v. Johnson Controls,
Inc., 713 F.2d 1541, 1555 (Fed. Cir. 1983).  The nature of the contract is
determined by an objective reading of its language, not by one party’s
characterization of the instrument.  Varilease Technology Group, Inc. v.
United States, 289 F.3d 795, 799 (Fed. Cir. 2002); Travel Centre v. Barram,
236 F.3d 1316, 1319 (Fed. Cir. 2001); Greenlee Construction, Inc. v. General
Services Administration, CBCA 416, 07-1 BCA ¶ 33,514, at 166,061. 
Champion Business Services v. General Services Administration, CBCA 1735, et al., 10-2
BCA ¶ 34,539, at 170,345, modified on reconsideration, 10-2 BCA ¶ 34,598.  
“The primary objective of contract interpretation is to determine the intent of the
parties at the time an agreement is created.”  600 Second Street Holdings LLC v. Securities
and Exchange Commission, CBCA 3228, 13 BCA ¶ 35,396, at 173,666 (citing Alvin, Ltd.
v. United States Postal Service, 816 F.2d 1562, 1565 (Fed. Cir. 1987); Glidersleeve Electric,
Inc. v. General Services Administration, GSBCA 16404, 06-2 BCA ¶ 33,320).  “The
language of the agreement ‘must be given that meaning that would be derived from the
contract by a reasonably intelligent person acquainted with the contemporaneous
circumstances.’”  Id. at 173,666 (quoting Hol-Gar Manufacturing Corp. v. United States, 351
F.2d 972, 975 (Ct. Cl. 1965)).  An interpretation which gives a reasonable meaning to all

CBCA 2878 11
parts of an instrument will be preferred to one which leaves a portion of it useless,
inexplicable, inoperative, void insignificant, meaningless or superfluous; nor should any
provision be construed as being in conflict with another unless no other reasonable
interpretation is possible.  Hol-Gar, 351 F.2d at 979.  Morever, the conduct of the parties
prior to the dispute is especially strong evidence of the contract’s true meaning.  See
Blinderman Construction Co., Inc. v. United States, 695 F.2d 552, 558 (Fed. Cir. 1982) (“It
is a familiar principle of contract law that the parties’ contemporaneous construction of an
agreement, before it has become the subject of a dispute, is entitled to great weight in its
interpretation.” (citation omitted)).  Applying these principles to the schedule contract, task
order, and task order modification, JMA’s interpretation must be rejected.  
JMA contends that the addition of the payment terms in the task order modification
did not alter the firm-fixed-price nature of the task order that covered the modification
period.  However, the plain language of the modification, “[JMA] will be paid based on the
hours documented and verified for each labor category and task during that month,” makes
clear that during the modification period, JMA would no longer be paid a firm-fixed-price
for its services.  The task order modification was a bilateral modification and represents the
intent of the parties.  “In the realm of Government contracts, absent mistake or duress not
present here, few things signify knowing and intentional conduct more than does the
execution of a bilateral modification.”  Eslin Co., ASBCA 34029, 87-2 BCA ¶ 19,854, at
100,454 (quoting USD Technologies, Inc., ASBCA 31305, 87-2 BCA ¶ 19,680).4  Pursuant
to the terms of the modification, JMA agreed to be paid monthly in an amount not to exceed
the number of hours it documented, which were verified by GSA for that period.5
While the language of the task order modification itself is important, it is also
construed in the context of JMA’s underlying schedule contract.  See Champion, 10-2 at
170,345 (noting a task order may not be “construed in a vacuum”).  The schedule contract
provided that task orders would be issued as firm-fixed-price, “unless the ordering office
4 See also Corners & Edges, Inc. v. Department of Health & Human Services,
CBCA 693, et al., 08-2 BCA ¶ 33,961, at 168,021 (a bilateral modification repricing work
bars a claim of breach or equitable adjustment arising from the modification (citing
Cygnus Corp. Inc. v. United States, 63 Fed. Cl. 150, 156 (2004), aff’d, 177 F. App’x 186
(Fed. Cir. 2006)).
5 Further, the task order modification provided, “Any over-committed funds
shall be de-obligated from the task order.”  Such language is inconsistent with the nature
of a firm-fixed-priced instrument.  “A firm-fixed-price contract provides for a price that is
not subject to any adjustment on the basis of the contractor’s cost experience in
performing the contract.”  48 CFR 16.202-1 (2010) (emphasis added).

CBCA 2878 12
makes a determination that it is not possible at the time of placing the order to estimate
accurately the extent or duration of the work or to anticipate cost with any reasonable degree
of confidence.”  When CO Martin added the new payment language in the task order
modification she elected to modify the task order to make payment contingent on the hours
worked. 
Moreover, JMA’s interpretation of the task order modification does not align with its
conduct during the modification period.  Prior to executing the modification, Dr. Mobley
inquired about the meaning of the new payment terms and was informed by the CO that JMA
would be paid based on the hours documented, and that the “contract” was firm-fixed-price. 
During the hearing, the CO did not cogently explain what she was referring to when she told
Dr. Mobley that the contract, post modification, was firm-fixed-price.  Although the CO may
have stated the contract was firm-fixed-price, the express terms of the modification
manifestly contradict any verbal representation the CO might have made.6  Confronted with
this patent inconsistency, JMA was under a duty to inquire further as to the modification’s
meaning.  Champion, 10-2 at 170,346 (noting a contractor’s obligation to inquire in the face
of a patent ambiguity in a contract (citing Arcadis U.S., Inc. v. Department of the Interior,
CBCA 918, 08-1 BCA ¶ 33,807, at 167,353)).  While Dr. Mobley made a preliminary
inquiry, she did not seek clarification from the CO as to how the modification, which was to
be paid based on the hours worked, could still be firm-fixed-price.7  JMA never objected to
the task order modification’s language stating that during the modification period JMA
would be paid only for the hours it worked, and while the modification was being
administered, JMA’s invoices did not seek a firm-fixed-price. 
After the task order modification was issued, JMA significantly changed its billing
practices, notifying its employees that it would begin to track their hours spent on the project. 
JMA’s employees began recording their hours and submitted them to Mr. Mucke, who then
invoiced GSA in an amount commensurate with the total hours reported multiplied by the
applicable labor rates.  This method of billing was different from the manner in which JMA
billed for the original task order period.8  JMA evidenced by its invoicing during the task
6 It is unclear from the correspondence on March 8, 2010, whether Dr.
Mobley and CO Martin were discussing the modification, the original task order, or the
schedule contract when CO Martin represented that the contract was firm-fixed-price.
7 While CO Martin did not so testify, the labor rates in the schedule contract
remained fixed.
8 During the time encompassing the base period task order, JMA invoices
reflected a lump sum payment that did not provide a breakout of hours worked. 

CBCA 2878 13
order modification period and subsequent conduct that it understood it would be paid
differently from the way in which it was paid during the task order’s base period.  JMA
clearly understood that during the modification period it would be paid based on the rates and
hours it worked and provided to GSA.  During administration of the task order modification,
JMA did not seek a firm-fixed-price payment.
In sum, we cannot accept JMA’s interpretation of the task order modification.  The
terms of the modification were not, as JMA would have the Board find, meaningless and
irrelevant, as the labor rates and the hours it worked were indeed germane to payment.  An
objective reading of the task order modification, coupled with JMA’s pre-dispute conduct
during the modification period, does not support the conclusion that either party construed
the task order, as modified, as firm-fixed-price.  
Having determined that the language of the task order modification transformed the
task order from one payable at a firm-fixed-price to one payable based on the hours worked
and billed by JMA as verified by GSA, we turn to the question of GSA’s entitlement to the
claimed overpayments.  Regarding invoice 306R, it is clear that JMA overbilled GSA by
charging to that invoice time billed during the base period of the task order, from February
5 to March 8, 2010.  During the OIG investigation, JMA’s finance director, Mr. Mucke,
explained to the auditors the nuances of JMA’s MAS 90 system and noted that some hours
worked in one billing period were carried over into the subsequent period.  Mr. Mucke
testified that, owing to the system’s limitations, hours worked from March 1 through March
8, during the firm-fixed-price base period, were billed to invoice 306R.  JMA has not
rebutted this testimony.  This “carry-over” type billing practice is inconsistent both with the
method of invoicing for the original task order’s firm-fixed-price base period and the
method of invoicing during the modification period, where JMA was to be paid for the
actual hours worked. 
The CO’s analysis of the overbilling on invoices 306R and 405R was reasoned and
met GSA’s burden of proof as to the fact and the amount of GSA’s overpayments.  JMA
generally denied that an overbilling occurred but did not present compelling evidence
disputing the CO’s analysis.  JMA’s invoicing practices during the task order base period
were clearly different from its billing practices during the modification period.  Dr. Mobley
herself conceded that, in retrospect, JMA’s record-keeping was not fully reliable and could
be described as sloppy.  Because JMA failed to accurately monitor and report the hours
worked as required by the task order modification, invoices 306R and 405R overstated the
amounts due from GSA.  As to invoice 306R, of the 620.25 hours reported, only 355.25
hours were supported by JMA’s timesheets, reflecting an overbilling of 265 hours, and an
overpayment of $21,981.85.  JMA reported a total of 451 hours worked in invoice 405R,

CBCA 2878 14
but only 335 hours were supported by JMA’s timesheets, reflecting an overbilling of 116
hours, and an overpayment of $ 14,263.29.  
We considered the various other arguments made by JMA as to why it believes it
should not be bound by the payment terms set forth in the task order modification and find
these arguments to be without merit. 
GSA also seeks $990.46 in prompt payment discounts that it asserts would have been
taken but for JMA’s failures to include notice of them on its invoices.  JMA argues that
because the language of FAR 52.232-8 is permissive, JMA was not required to include the
discount on its invoices, and GSA could have withheld the discount at its discretion.  While
JMA contested GSA’s entitlement to recoup the prompt payment discounts, it did not
present compelling evidence disputing the amount GSA seeks.
As noted above, a primary tenet of contract interpretation is that reasonable meaning
must be given to all parts of the agreement so as to not render any portion of the agreement
meaningless.  Hol-Gar, 351 F.2d at 979 (and cases cited, supra.)  We begin with the
schedule contract, which contained FAR 52.212-4(g)(1)(vi), requiring that “[a]n invoice must
include . . . [t]erms of any discount for prompt payment offered[.]”  (Emphasis added).  FAR
52.232-25(a)(4)(v), contained in the task order, also mandated that a proper invoice must
include the discount for prompt payment terms.  JMA offered GSA a prompt payment
discount, and its applicable terms were agreed to, when the schedule contract and task order
were awarded.9  
Pursuant to the terms of the schedule contract and task order, JMA was required to
include on its invoices notification of the prompt payment discount.  JMA’s invoices did not
contain the notification, resulting in GSA not taking advantage of the discount agreed upon. 
The fact that GSA failed to realize a prompt payment discount applied when it processed the
invoices,10 does not constitute a waiver of the right to take the discount.  JMA is indebted
9 We cannot see how, as JMA asserts, the clause at FAR 52.232-8 is relevant
to the dispute.  FAR 52.232-8 addresses a vendor’s right to provide a prompt payment
discount on individual invoices where a discount was not agreed to as part of contract
award.  As noted, JMA agreed to provide a prompt payment discount as part of the award.
10 GSA’s Public Buildings Service payments branch chief testified that the
payments branch, located in Texas, did not have copies of schedule contracts or task
orders, so it had no information as to a prompt payment discount unless it was included
on the invoice.  GSA’s administration of invoice payments does not control our decision
here so much as do FAR 52.212-4(g), FAR 52.232-25(a)(4)(v), and the fact that GSA

CBCA 2878 15
to GSA for $990.46 in prompt payment discounts that GSA would have taken had the terms
appeared on its invoices as required. 
Decision
For the reasons above, JMA must return to GSA the $37,235.60 in overpayments
resulting from JMA’s overbilling of labor hours and its failure to include on its invoices, as
required by contract, the terms of its prompt payment discount offer.  The appeal is
DENIED. 
                                 
_________________________
PATRICIA J. SHERIDAN
Board Judge
We concur:
_________________________ _________________________
STEPHEN M. DANIELS H. CHUCK KULLBERG
Board Judge Board Judge 
schedule contract and task orders provide for auditing and adjustments long after goods
and services are provided.