TASK ORDER INTERPRETED: July 23, 2021
CBCA 6885, 7051
ROCJOI MEDICAL IMAGING, LLC,
Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
Respondent.
Joseph A. Camardo, Jr. of Camardo Law Firm, P.C., Auburn, NY, counsel for
Appellant.
David G. Fagan, Office of General Counsel, Department of Veterans Affairs,
Portland, OR; and Jared M. Levin, Office of General Counsel, Department of Veterans
Affairs, Brockton, MA, counsel for Respondent.
Before Board Judges BEARDSLEY (Chair), ZISCHKAU, and CHADWICK.
CHADWICK, Board Judge.
The Board granted a joint motion by the appellant, RocJoi Medical Imaging, LLC
(RocJoi), and the respondent, Department of Veterans Affairs (VA), to consolidate partially
these two related appeals for the purpose of resolving a common issue.  The parties agreed
that a Board decision on the common issue would help to defuse disputes that had arisen
between them in discovery and would advance the resolution of both appeals.  Rather than
cross-moving for partial summary judgment, which would not have guaranteed a resolution
of the merits, the parties submitted the issue for decision on the written record.


CBCA 6885, 7051 2
The parties want to know whether a task order issued under an indefinite quantity
contract was a “standalone contract” by which VA ordered from RocJoi the entire volume
of contract services that were listed in the task order’s price schedule, with a total value of
$358,210, the same dollar amount that appeared in the task order’s appropriation block.  We
hold that the task order, construed in the context of the surrounding circumstances, was only
what the parties treated it as being at the time—and what VA now says the task order was—a
“funding document” rather than a firm order for a fixed selection of future services.
Background
We described some of the background of this dispute in a previous decision.
In September 2017, VA awarded [RocJoi][1] an indefinite quantity
contract for “Long Term Tele Radiology Services” for a VA facility in
Muskogee, Oklahoma.  The contract included the Indefinite Quantity clause
(48 CFR 52.216-22 (Oct. 1995)) and the corresponding Ordering clause
(48 CFR 52.216-18 (Oct. 1995)).  Contract section B.3 stated, “The minimum
guarantee under this contract is 7,000 studies.”  A “study” was a review of
radiological examination results.  The price schedule listed fourteen types of
studies with various estimated quantities, totaling approximately 10,000
studies per contract year, at an estimated total annual price of about $360,000. 
RocJoi Medical Imaging, LLC v. Department of Veterans Affairs, CBCA 6885, 20-1 BCA
¶ 37,746.  The contract’s performance work statement (PWS) described “a tele-radiology
service that will provide interpretation of radiological results after hours and [will] serve as
backup on-demand for interpretation during normal working hours if such need should arise.
. . . Services shall be provided . . . as requested, primarily after hours, weekends, and federal
holidays.”  The PWS also said that the contracting officer’s representative would “review
and certify monthly invoices for payment” and could adjust payments “in the event the
Contractor fails to provide the services in this contract.”
Although performance was originally expected to start in October 2017,
in September 2018, the parties bilaterally modified a task order issued under
the contract to reset the base year to August 2018 through July 2019.  [RocJoi]
alleged in its claim that this modification (P00005, appeal file exhibit 19) was
“unilateral.”  [RocJoi’s] president signed the modification without noting any
objection, however.  “In reviewing a motion to dismiss, . . . we are not
1 The first word of the appellant’s name appears in the record and in the briefs
variously as “RocJoi,” “Roc Joi,” “Rocjoi,” and “ROCJOI.”  The appellant previously used
the abbreviation “RJMI.”  We adopt here the spelling used in the notices of appeal.

CBCA 6885, 7051 3
required to accept the asserted legal conclusion[]” that the bilaterally signed
modification was unilateral.  American Bankers Ass’n v. United States, 932
F.3d 1375, 1380 (Fed. Cir. 2019).  VA did not exercise its option to extend the
contract past the base year.
[RocJoi alleged in CBCA 6885 in 2020] that VA ordered fewer than
7000 studies but it does not allege in the pleadings, as far as we can determine,
exactly how many studies VA did order. 
In October 2019, [RocJoi] submitted a request for an equitable
adjustment (REA), which [RocJoi] certified as a claim for $420,531 in January
2020.  The claim had three itemized components . . . . 
The claim went on to state that “[a]n alternative damage calculation
would be based upon not receiving [orders for] the minimum quantity of 7,000
studies for the time frames of 10/1/17 to 9/30/18 and 10/1/18 to 7/31/19.  For
these two years, [RocJoi] should have [performed] 14,000 studies” [earning]
“overhead and profit in the amount of $33,319.55.” 
RocJoi Medical Imaging.  We granted in part and denied in part a motion by VA to dismiss. 
We held that RocJoi failed to state a claim for defective estimates on which we could grant
relief, but that it might be entitled to recover for VA’s failure to order the guaranteed
minimum under the contract and for unforeseen contract administration.  Id.
Three months after our decision in CBCA 6885, RocJoi filed another appeal (CBCA
7051) based on a new theory.  Whereas RocJoi had argued in CBCA 6885, among other
things, that it should be compensated for the fact that VA ordered fewer than 7000 studies,
RocJoi alleged in a certified claim submitted to VA in November 2020 (days before we
issued our decision) that documents filed in CBCA 6885 had “revealed” something RocJoi
had not known, namely, that “VA executed a delivery order dated September 27, 2017, for
the estimated quantities in the Contract” for the base year.  RocJoi sought $274,831.90 in the
November 2020 claim.  VA denied the claim in January 2021.  RocJoi explained in an initial
filing in CBCA 7051, in March 2021, “It is the Appellant’s position that the VA ordered the
entire quantity for the base year, refused to provide the Appellant with studies, and utilized
the funding to purchase studies from [another contractor], resulting in a breach of contract.”
 
We find the following additional facts concerning the September 2017 task order now
at issue.  We agree substantially with VA’s version of events.  The agency’s August 18,
2017, award letter for the underlying contract stated in part, “Funding will be available for
this contract on October 1, 2017 which is the first day of VA’s new fiscal year.  The awarded
contract and funding will be issued to Roc Joi via email on Monday, October 2, 2017.”  In

CBCA 6885, 7051 4
fact, RocJoi and VA executed the contract on September 14, 2017, with an effective date of
October 1, 2017.  On October 2, 2017, a VA contracting officer emailed to RocJoi the task
order now at issue, writing, “Attached is the task order providing funding for the Base year
of the contract.  Funds in the amount of $358,210.00 have been added to this order.  Please
reference obligation 623C80027 on all of your invoices.”  
RocJoi’s president replied, “Thank you.  Can you give me information on closing the
gap between the projected volume and the estimated volume?”  (Paragraph break omitted.) 
In response to a request to clarify the question, RocJoi’s president added, “We understand
that there was a guaranteed volume of only 7,000 per year;[2] however, we did prepare for
the projected volume of 65,000 per year.  Please be assured that should you choose to
increase the volume of cases read by us, we stand ready to do so.”
The task order in dispute has four pages.  Page one is the standard form 1449.  It lists
both the contract number in block 2 and an order number in block 4.  Block 20, the schedule
block, states in part, “Please reference obligation 623C80027 on your invoices” and
incorporates attached pages of the order.  Block 26 states the total award amount as “NTE
[not to exceed] $358,210.00.”  The contracting officer’s electronic signature is dated
September 27, 2017.  Page two of the task order is the table of contents.  Page three consists
of section B.1, which shows contract administration data from the contract.  Section B.1.3
states that invoices shall be “Monthly, in arrears.”  Page four of the order contains section
B.2, the price schedule, and section B.3, the delivery schedule.  
The price schedule in the task order mirrors the schedule in the contract, described
in the quotation above from our prior decision.  The schedule lists, as item numbers, fourteen
types of studies, with prices ranging from $11 to $42 and quantities ranging from 25 to 3450,
totaling 9930 studies.3  The schedule shows a “grand total” price of $358,210.  A box under
the schedule contains an appropriation code in the same amount.  Section B.3 states the
delivery schedule as October 1, 2017, through September 30, 2018, the performance period.
VA issued no other task order under the contract, including when the parties
postponed the base year of performance to August 2018 through July 2019 under bilateral
contract modification P00005.  RocJoi submitted invoices to VA for radiology services in
which it cited the obligation number (623C80027) stated in the September 2017 task order.
2 We held in November 2020 that the guarantee was for the life of the contract.
3 RocJoi states, and VA previously agreed, that the task order lists 10,155
studies.  The sum of the quantities is in fact 9930.

CBCA 6885, 7051 5
In 2021, once the remaining aspects of RocJoi’s original claim as well as its new
claim based on the September 2017 task order were both before the Board in CBCA 6885
and CBCA 7051, respectively, the parties disagreed about the extent to which the appeals
were related and whether the Board should consolidate them.  VA stated that RocJoi had
asserted in objections to discovery requests “that its claims in CBCA 6885 that survived the
VA’s Motion to Dismiss have been amended and superseded by its claims in CBCA 7051
and that the Parties should no longer look to CBCA 6885 but only to CBCA 7051.  As such
. . . the remaining claims in CBCA 6885 are either moot or irrelevant.”4  RocJoi argued that
“based upon additional documents found in the [appeal file], Claims in CBCA 6885 [are]
amended and revised.  For example, the changes, disruptions, and delays portion of CBCA
6885 is independent of any breach of any minimum quantity . . . . [T]here would be no
reason not to consolidate since the issues in both Appeals are closely related.”
The parties proposed a path forward.  They jointly advised us that a Board decision
on their competing interpretations of the September 2017 task order “would help to move
both Appeals forward and limit the issues remaining to be heard before the Board.  In fact,
resolution of this issue might enable the parties to resolve the remaining issues in both of
these Appeals.”  After a conference, the Board granted a joint motion to consolidate CBCA
6884 and CBCA 7051 in part, “solely for the purpose of” resolving the disputed meaning
of the task order “on the record under” Board Rule 19 (48 CFR 6101.19 (2020)).5  The
parties completed the pertinent record and filed two briefs each.
Discussion
We begin for clarity with our interpretation of the September 2017 task order.  We
then address the parties’ positions.  We apply “the usual rules of contract interpretation,
which ‘are well settled and without need of elaborate reiteration.’”  Meridian Global
Consulting, LLC v. Department of Homeland Security, CBCA 6906 (June 15, 2021) (quoting
ITT Arctic Services, Inc. v. United States, 524 F.2d 680, 684 (Ct. Cl. 1975)).  Of special
relevance here is the maxim that we must find the “meaning that would be derived from the
4 RocJoi objected to two dozen VA interrogatories on the grounds that they were
“moot,” “irrelevant,” or otherwise superseded by the November 2020 claim.
5 The exact question we set for resolution was whether the September 2017 task
order was “a separate, standalone contract for 10,155 [sic] studies at a total price of $358,210
and, as such, not subject to the terms or conditions of [the] indefinite quantity contract . . .
(including the minimum guarantee)” or instead was “issued under that contract and, as such,
[was] subject to all of the contract’s terms and conditions.”  This somewhat ungainly
question no longer aligns well with our fact finding or with the parties’ positions, which we
address as presented in their briefs.

CBCA 6885, 7051 6
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); see also Cooper/Ports America, LLC v. Secretary of Defense, 959 F.3d 1373, 1377
(Fed. Cir. 2020) (noting the relevance of “the context of the communication between the
parties” even where a contractual notice “must be unambiguous”).  We do not endorse a
“naive stance that” either party “had the right to read its contract as an unsophisticated
layman might, without bothering to inquire into the established meaning and coverage of
phrases and provisions which appear to be unusual or special to federal procurement.” 
General Builders Supply Co. v. United States, 409 F.2d 246, 250–51 (Ct. Cl. 1969).
The purpose and meaning of the task order are apparent from the face of the
document, the contemporaneous documents, and the parties’ actions before the task order’s
significance came into dispute in 2020.  See Reliable Contracting Group, LLC v. Department
of Veterans Affairs, 779 F.3d 1329, 1332 (Fed. Cir. 2015) (“Generally, evidence of
contemporaneous beliefs about the contract is particularly probative of the meaning of a
contract.”).  We see either no ambiguity in the task order or a trace of ambiguity that is easily
removed by examining the surrounding circumstances.  Cf. R.G. Robbins & Co., GSBCA
4748, 79-1 BCA ¶ 13,665 (1978) (“[A]ny ambiguity created by the [contract’s] erroneous
use of an upper case ‘I,’ rather than a lower case ‘i’” in citing a specification “was cured by
the furnishing of . . . references to the [specification].”).  We need not choose definitively
between those two rationales, as they both lead us to the same outcome in this case.  See 1-A
Construction & Fire v. Department of Agriculture, CBCA 2693, 15-1 BCA ¶ 35,913 (“[T]he
Board is entitled to make findings of fact” under Rule 19 “and can decide issues of law based
upon those factual findings.”).
Task orders issued under indefinite quantity contracts “represent the government’s
exercise of existing contract rights and are not separate, individual contracts.”  HMRTech2,
LLC, ASBCA 56829, 10-1 BCA ¶ 34,397; see Coastal States Petroleum Co., ASBCA
31059, 88-1 BCA ¶ 20,468; see also Walker Development & Trading Group Inc.
v. Department of Veterans Affairs, CBCA 5907, 19-1 BCA ¶ 37,376 (defaults on delivery
orders justified termination of the contract as a whole).6  We will construe a task order as
part of the “whole [contract] instrument.”  Hol-Gar, 351 F.2d at 975; see OMNIPLEX World
6 By contrast, “[t]he placement of an order” under a Federal Supply Schedule
(FSS) contract “creates a new contract; the underlying FSS contract gives the Government
the option to buy, but it does not require the Government to make a purchase or expend
funds.  Further confirming that FSS orders are [new] contracts, the Government is not
completely bound by the FSS contract’s terms” and may renegotiate the pricing. 
Kingdomware Technologies, Inc. v. United States, 136 S. Ct. 1969, 1978 (2016).  Suffice it
to say these are not features of valid contracts containing the Indefinite Quantity clause. 
See Coyle’s Pest Control, Inc. v. Cuomo, 154 F.3d 1302, 1304–06 (Fed. Cir. 1998). 

CBCA 6885, 7051 7
Services Corp. v. Department of Homeland Security, CBCA 5971, 19-1 BCA ¶ 37,209
(holding that “read as a whole, the contract” authorized deductions taken from task order
prices); Jane Mobley Associates, Inc. v. General Services Administration, CBCA 2878, 16-1
BCA ¶ 36,285 (citing Hol-Gar in construing an order placed under a schedule contract).7
It is possible, to be sure, to follow an argument that because (1) the Indefinite
Quantity clause stated that “the Contractor shall furnish to the Government, when and if
ordered, the . . . services specified in the Schedule,” 48 CFR 52.216-22(b); and (2) the
Ordering clause said “services to be furnished under this contract shall be ordered by
issuance of . . . task orders,” id. 52.216-18(a); and (3) VA issued the September 2017 task
order showing quantities of services and a total dollar amount; therefore, (4) VA “ordered”
the listed services.  VA ran a risk that its conduct might be construed that way.  The agency
uses the word “order” in inconsistent ways.8  We do not encourage that practice, which can
foster issues of interpretation.  For example, another board found that the Army “ordered”
216 “temporary” registrars to staff base gates, under an indefinite quantity contract for both
“permanent” and “temporary” registrars, when the agency used that number to price a
contract modification that exercised an option year of the contract.  CI2, Inc., ASBCA 56257,
14-1 BCA ¶ 35,698.  Because the contract said the Army would “order” registrars via
contract modifications, the board reached a conclusion similar to RocJoi’s position and
rejected the Army’s argument that the figure of 216 temporary registrars in the modification
was not a firm “order” but was only an “estimate” to be definitized in the course of assigning
staff to the gates during the contract year.  Id.
Here, VA’s September 2017 task order did not “order” any radiology services but
only allocated funds to the contract for RocJoi to invoice against after providing services “as
requested” per the PWS.  No other interpretation of the task order makes sense in context. 
The contracting officer told RocJoi in August 2017 to expect “funding” along with the
signed contract.  She then described the task order as “the task order providing funding for
the Base year” in her October 2017 email transmitting the order.  The task order and the
transmittal email provided an obligation account number for RocJoi to note in its invoices,
which the task order (like the underlying contract) required RocJoi to submit “in arrears”
after providing radiology analyses “as requested, primarily after hours, weekends, and
7 Under the Ordering clause, “the contract shall control,” should there be a
“conflict” between the contract and an order.  48 CFR 52.216-18(b).  We do not see a
“conflict” here and need not invoke this order of precedence to interpret the task order.
8 VA argues that a “prospective offeror should have been on notice that the
mechanism for ordering services would be via Task Orders” but then argues that “the Task
Order was issued . . . in order for services to be ordered” later, and that “the quantities listed
in the Task Order were estimates only.”  (Emphasis added.) 

CBCA 6885, 7051 8
federal holidays,” as described in the contract.  VA gave RocJoi no reason to think that the
estimates in the contract had suddenly become firm VA requirements.  RocJoi’s president
confirmed receipt of the task order and indicated by her questions to the contracting officer
an understanding that the parties were discussing only “estimated” and “projected’ volumes
of studies, not a fixed list of studies that RocJoi should immediately arrange to provide. 
The record shows, therefore, that the process by which VA was to obtain a radiology
study had, in practice, two steps: (1) a “task order” obligating annual “funding” and (2) a
“request” from the medical facility for a specific type of study from the price schedule.  That
is exactly how the parties proceeded.  Once performance began, RocJoi provided radiology
studies as requested by the medical facility and invoiced VA for the studies individually in
arrears, citing the obligation number provided by VA.  Until it submitted its second certified
claim in November 2020, RocJoi did not act as if it thought it had received a task order in
October 2017 requiring RocJoi to perform approximately 10,000 studies in a year whether
or not the VA facility ever requested them.
Revealingly, in its thirty-nine pages of briefing, RocJoi never alleges in so many
words that it genuinely interpreted the September 2017 task order during performance as
RocJoi urges us to interpret it now, as “a standalone contract . . . that ordered 10,155
studies.”  We find no evidence that RocJoi read the task order that way.  Likewise, RocJoi’s
earlier expressions of surprise at “discovering” the task order in the appeal file of CBCA
6885 in 2020 have fallen flat.  The record shows (and RocJoi does not deny) that RocJoi
received and acknowledged the task order in 2017 even if, perhaps, its counsel became
aware of the order more recently.  RocJoi urges a literal reading of the task order which, as
we have explained, cannot bear scrutiny in the light of the contemporaneous
communications and circumstances, including the parties’ subsequent conduct. 
VA, for its part, gives RocJoi a wide target by failing to recognize that the parties’
behavior under the contract did not fit snugly within the language of the Indefinite Quantity
and Ordering clauses.  Those clauses do not say that an “order” will set forth “estimates” and
will be followed by separate “requests” that will definitize the order, as happened here.  Nor
does VA cite any court or board decisions that have construed a task or delivery order as
reciting only estimates, as we do here.  Much of the briefing consists of arguments by VA
such as, “the only mechanism under the Contract for the VA to order services was by the
issuance of a task order,” to which RocJoi responds, in effect, Yes, that is exactly what we
mean—so the 2017 task order “ordered” all of the studies listed in it.  Reading the task
order is not as simple as either party suggests, but our bottom line is much closer to VA’s
position than to RocJoi’s.  The task order was not intended, was not understood by the
parties, and cannot be viewed now as a firm order for any radiology services.  As a result,
the task order has no bearing on RocJoi’s entitlement in these appeals.

CBCA 6885, 7051 9
Decision
We interpret the September 2017 task order as we have set forth above.
     Kyle Chadwick              
KYLE CHADWICK
Board Judge
We concur:
  Erica S. Beardsley                     Jonathan D. Zischkau      
ERICA S. BEARDSLEY JONATHAN D. ZISCHKAU
Board Judge Board Judge