GRANTED:  January 31, 2014
CBCA 3590
633 17th STREET OPERATING COMPANY, LLC,
Appellant,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Joseph J. Bronesky of Sherman & Howard L.L.C., Denver, CO, counsel for Appellant.
Elyssa Tanenbaum and James F. H. Scott, Office of General Counsel, General
Services Administration, Washington, DC, counsel for Respondent.
Before Board Judges DANIELS (Chairman), STERN, and ZISCHKAU.
STERN, Board Judge.
633 17th Street Operating Company,  LLC (appellant or 17th Street) brought this appeal
from the denial by a contracting officer of the General Services Administration (GSA or
respondent) of appellant’s claim that it is due $25,027.82 in additional payments under its
lease with the GSA.  The appeal was initially filed by Toma West Management Corp.
(Toma), the management agency for the lessor, 17th Street, and docketed by the Board with
docket number 2910.  After the Board advised the parties that it may not have jurisdiction
over the appeal as filed, 17th Street filed an appeal.  The Board consolidated the appeals and

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accepted all documents filed by Toma that related to the motions decided herein as filed by
17th Street.  All documents filed by GSA relevant to these motions were also transferred to
this appeal.1
The parties have filed cross-motions for summary relief and submit that there is no
issue of material fact for the Board to decide.  The parties have also jointly filed a stipulation
of facts.
Background
GSA leased 17,907 square feet of space in a building in Denver, Colorado, from
appellant pursuant to the terms of a lease executed on August 9, 2001.  The lease was for a
ten-year term commencing on October 1, 2001.  The initial rent was set at $22 per square
foot, with provisions for escalation in certain future years.  GSA’s rent included $1.47 per
square foot for base year property taxes.  In 2001 the property tax assessed by the city and
county of Denver on the subject property was $740,246.90.2  The parties agreed that this
would be the base for computing any property tax changes in future years.  Based on the
number of square feet rented by GSA, this worked out to $26,323.20 to be paid by GSA for
property taxes in the base year.  Certain agencies of the state of Colorado also rented space
in this commercial building.  The percentage of space occupied by the Colorado entities was
43.2.
The Tax Adjustment clause of the lease provided that base year taxes are “the real
estate taxes for the first 12-month period coincident with full assessment or may be an
amount negotiated by the parties that reflects an agreed upon base for a fully assessed value
of the property.”  Appeal File, Exhibit 21, ¶ 3.3.
The parties further agreed that the GSA would make a lump sum payment for any
increase in real estate taxes, “during the lease term over the amount established as the base
year taxes.”  Id.  The lease also provided for a credit to GSA for its share of any decrease in
taxes:
The Government shall be entitled to and shall receive credit for, the pro rata 
reduction in taxes applicable to the premises encumbered by this lease,
regardless of whether the Government has made a tax payment for that year.
1 By separate decision on this date we dismiss the appeal filed by Toma.
2 The figures used herein are taken from the stipulated facts and from undisputed
figures set forth in the briefs filed by the parties.

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Id. ¶ 3.4, E, 2.  The formula for determining the extent of any increase due from, or decrease
to be credited to, GSA was set forth as follows:
The government shall pay its share of tax increases or shall receive its share
of any tax decrease based on the ratio of the rentable square feet occupied by
the Government to the total rentable square feet in the building or complex
(percentage of occupancy).  For the purpose of this lease, the Government’s
percentage of occupancy as of the date hereof is 3.28 percent based upon the
occupancy of 17,907 rentable square feet in a building of 546,000 rentable
square feet.  This percentage shall be subject to adjustment to take into account
additions or reductions of the amount of space as may be contemplated in this
lease or amendments hereto.
Id. ¶ 3.4, F.  The parties agreed at a later date to change the percentage of GSA occupancy
to 3.27 percent.
To arrive at the amount that GSA owed for tax increases in any future year, the parties
subtracted the base year taxes from the taxes assessed in that year (as adjusted for certain
Denver Business Improvement District exclusions) and multiplied the remainder by the
percentage of space occupied by GSA.
During the term of the lease, Colorado enacted a statute, effective January 1, 2009,
providing that any part of real property used by the state of Colorado was exempt from the
levy and collection of property taxes.  The statute provided, inter alia,
The part of real property that is used by the state . . . for at least a one-year
term . . . and pursuant to which the subject real property is used for purposes
of the state . . . shall be exempt from the levy and collection of property tax.
Colo. Rev. Stat. § 39-3-124 (1)(b)(1)(A) (2009).3  As a result of the application of this
statute, the city and county of Denver could not include the space occupied by the state
tenants in the computation of the property tax to be assessed on appellant’s building. 
Accordingly, the amount of property taxes imposed on appellant was lower than it would
have been had all of the building area been subject to local property tax assessment. 
Similarly, appellant could no longer assess any state agency with its share of property taxes
levied on the property.
3 GSA claims that the statute violates the Supremacy clause of the constitution.  We
do not address the constitutionality of the statute, as that is beyond our jurisdiction.

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Colorado calculated its entitlement to a refund of the amount it had already paid for
property taxes in 2009.  Appellant reached an agreement with the state for a repayment of the
2009 overpayment.  This appeal does not involve the 2009 tax assessment.
In 2010 appellant received a property tax invoice based on the assessment of its
property without regard to the building space occupied by state tenants.  Appellant sought
payments from GSA using a formula that reconstructed the assessment as though the statute
had not been enacted.  The method used by appellant was in accordance with that part of the
Colorado statute that provided,
To the extent that real property taxes are shared and payable by one or more
tenants under the lease of property that are not the state . . . real property taxes
otherwise due but for the application of this [statute] shall be deemed taxes
paid by the property owner or the landlord of a property leased in part to the
state, a political subdivision, or a state-supported institution of higher
education.
Colo. Rev. Stat. § 39-3-124(1)(b)(1)(C).
The assessment exceeded the base year’s assessment  even without including the space
occupied by state tenants.  Appellant calculated the tax due from GSA by including the taxes
that would have been assessed absent the statute.  Without application of the statute, GSA’s
increased tax liability to appellant would have been $32,441.10 for calendar year 2010.4 
GSA calculated the amount it believed it owed as a base year adjustment by simply
multiplying the percentage of space it occupied by the amount that the actual property tax
assessment exceeded the base year amount.  Using this method, GSA paid appellant
$7413.28 in added taxes.  Appellant seeks the difference between the application of its
formula and that of GSA, or $25,027.82.  Though GSA disagrees with the application of the
method used by 17th Street to compute the base tax adjustment, it does not quarrel with
appellant’s mathematics under its formula.
4 The actual 2010 tax assessment was $1,016,943.57.  Appellant determined that the
tax assessment would have been $1,752,372.58 if the portions of the building occupied by
the Colorado state agencies were included in the assessment.  Appellant multiplied this
amount by the 3.27 percent of space leased by GSA to determine the total amount of tax
attributable to GSA rented space.

CBCA 3590                                                                                                                         5
Discussion
Appellant computes the amount of additional tax due from GSA by calculating the
amount of tax that would have been due if the statute had not been enacted.   GSA calculates
the amount due appellant by multiplying the percentage of space it occupies times the actual
assessment.  GSA would thereby obtain part of the advantage of the lower assessment
resulting from application of the Colorado statute on appellant’s property tax liability.
We are guided by the well-established rules applicable to summary relief motions. 
Summary relief is only appropriate where there is no genuine issue as to any material fact (a
fact that may affect the outcome of the litigation) and the moving party is entitled to relief
as a matter of law.  Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986).  Any doubt
as to whether summary relief is appropriate is to be resolved against the moving party. 
Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986).  The moving party shoulders the burden
of proving that no question of material fact exists.  Adickes v. S.H. Kress & Co., 398 U.S.
144, 157 (1970).  In this appeal, the parties have stipulated to the facts.  There is no factual
issue to be decided by the Board.  The only matter to be decided is one of law.  It is therefore
appropriate for us to decide this matter on these cross-motions.
The parties established the base year taxes payable by GSA by multiplying the total
property tax assessed by GSA’s share of rentable building space.  The total rentable building
space included the space occupied by state tenants who also paid their portion of the total
property taxes assessed by the municipalities.  The parties agreed that in the event of a
decrease in property taxes GSA would  receive credit for “its share” of any decrease in real
estate taxes below the amount established as the base year.  The lease also provided that GSA
was entitled to a credit for the “pro rata reduction in taxes applicable to the premises
encumbered” by the lease.  The lease set forth the method to be used to calculate GSA’s
share of any reduction in the amount of property taxes assessed against the property.  GSA’s
share of the decrease was to be based on the ratio of the number of square feet it rented to
the total rentable square feet in the building.
Here, a situation arose that the parties did not contemplate - namely, the exclusion by
Colorado law of part of the tax base of the building, resulting in a reduction of the taxes
assessed and the commensurate reduction in tenant contribution to the assessment.  However,
the language of the lease clearly reflects the intent of the parties in determining the amount
of increase or decrease to be assessed against or credited to GSA whenever the tax
assessment changed from that assessed in the base year.

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We interpret agreements based on the intent of the parties.  We have previously stated,
Contract interpretation begins with an examination of the plain language of the
contract.  LAI Services, Inc. v. Gates, 573 F.3d 1306, 1314 (Fed. Cir. 2009)
(citing M.A. Mortenson Co. v. Brownlee, 363 F.3d 1203, 1206 (Fed. Cir.
2004)).  The primary objective of contract interpretation is to determine the
intent of the parties at the time the agreement is created.  Alvin, Ltd. v. United
States Postal Service, 816 F.2d 1562, 1565 (Fed. Cir. 1987); Gildersleeve
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.”  Hol-Gar
Manufacturing Corp. v. United States, 351 F.2d 972, 975 (Ct. Cl. 1965).
600 Second Street Holdings LLC v. Securities and Exchange Commission, CBCA 3228,
13 BCA ¶ 35,396, at 173,662.
While under the circumstances of a normal increase or decrease in taxes, GSA would 
share equally with other tenants in the adjustment, here we find that such an application
would yield an unfair result.  GSA would receive a reduction in the adjustment to its base,
though its percent of building occupancy, for assessment purposes, actually increased.  There
is no evidence that the parties contemplated a credit to GSA for a tax reduction imposed as
the result of a loss of the tax base of a tenant that could no longer carry its fair share of the
property tax burden due to state law.  Rather, the language of the lease convinces us that the
parties contemplated the amount of credit due to GSA in the event of a property tax decrease
would be determined based on the ratio of square feet rented by GSA to the total square feet
that determined the amount of the property tax assessment.  The parties agreed to property
tax adjustment (increase or decrease) based on GSA’s share of the total space that was
assessed a property tax.  The language of the lease providing for a credit to GSA only if the
leased area encumbered by the lease received a tax credit further supports our interpretation
of the agreement, as there was no reduction in taxes applicable to the space encumbered (the
GSA leased area) by the lease.  Appellant’s approach of adding back the state occupied area
as though there was no state exemption yields the same result.5
5 Our conclusion is consistent with the provision in the Colorado statute providing
that, for the calculation of taxes on properties shared by state and non-state tenants, real
property taxes due, but for the application of the statute, shall be deemed taxes paid by the
property owner.  That calculation is to be made as though the building owner has not
received any tax adjustment due to occupancy by state tenants.  We base our analysis on the

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We conclude that, under the terms of the lease, GSA is not entitled to share in any tax
reduction that is not attributable to the space which it has rented.  Therefore, GSA must pay
an additional $25,027.82, for its share of property taxes due for calendar year 2010.
Decision
The appeal is GRANTED.
_________________________________
 JAMES L. STERN
Board Judge
We concur:
______________________________ __________________________________
STEPHEN M. DANIELS JONATHAN D. ZISCHKAU
Board Judge Board Judge
provision of the lease and, therefore, we need not address the applicability of this section of
the statute to leases executed by the United States.