DENIED: August 26, 2010 
CBCA 1735, 1736 
CHAMPION BUSINESS SERVICES, 
Appellant, 
v. 
GENERAL SERVICES ADMINISTRATION, 
Respondent. 
Carol E. McCallister, Chief Executive Officer of Champion Business Services, 
Aurora, CO, appearing for Appellant. 
Joel David Malkin, Office of Regional Counsel, General Services Administration, 
Chicago, IL, counsel for Respondent. 
Before Board Judges DANIELS (Chairman), HYATT, and GOODMAN. 
HYATT, Board Judge. 
These consolidated appeals are from contracting officer decisions denying 
contractor claims and asserting government claims under two orders for the provision of 
administrative support services to the General Services Administration =s (GSA =s) Battle 
Creek, Michigan, 
field office (CBCA 1735) and to the GSA =s field office in Detroit, Michigan (CBCA 

  
 
    
 
  
 
 
  
    
 
   
 
 
 
     
  
 
 
    
   
   
  
 
   
    
  
  
 
  
    
  
                                                 
   
  
  
 
 
2 CBCA 1735, 1736 
1736). The parties have submitted the appeals for decision on the written record. 1 
Findings of Fact 
1. Appellant, Champion Business Services (Champion), is a vendor on the 
GSA Federal Supply Service (FSS) nationwide schedule contract for Schedule 736 -
Temporary Administrative and Professional Staffing Services (TAPS). Appeal File 
(CBCA 1735), Exhibit 1.
2 Champion=s schedule contract, GS-07F-0614N, originally 
awarded in June 2003, was amended in June 2008, to extend the term until June 16, 2013. 
Id., Exhibit 2. 
2. The solicitation to which Champion responded, leading to the award of its 
TAPS contract, included Federal Acquisition Regulation (FAR) clause 52.216-1, which 
provided that A[t]he Government contemplates award of a fixed-price, with an economic 
price adjustment, indefinite delivery, indefinite quantity contract.@ This clause is part of 
the contract that was ultimately awarded to Champion. Appeal File (CBCA 1735), 
Exhibit 1 at 28. 
3. Supplies and services to be furnished under the TAPS contract were to be 
acquired through the issuance of delivery orders by the individuals or activities 
designated. Further, A[a]ll delivery orders are subject to the terms and conditions of this 
contract. In the event of conflict between a delivery order and this contract, the contract 
shall control.@ Appeal File (CBCA 1735), Exhibit 1 at 28. 
4. The TAPS solicitation discussed restrictions on agency use of temporary 
staffing services. In general, an agency may use temporary help service firms in a given 
situation initially for no more than 120 workdays, with extended usage up to a maximum 
limit of 240 workdays. The TAPS solicitation further stated that: 
Federal agencies should not pay temporary employees for 
services not rendered. Example of this would be if the 
Federal Facility which the temporary employee is scheduled 
1 The record includes the appeal files provided by GSA in CBCA 1735 and 
1736 and the parties= written positions. 
2 The appeal files in CBCA 1735 and 1736 both contain copies of the TAPS 
solicitation/contract and modifications thereto. For conven ience, citations to these 
documents are to the appeal file in CBCA 1735. 

  
 
 
 
  
 
  
   
 
 
 
  
  
  
  
 
   
 
 
 
  
    
   
    
  
 
 
 
 
  
  
 
3 CBCA 1735, 1736 
to [work at] is closed, i.e., bad weather, executive leave 
granted, etc. 
Appeal File (CBCA 1735), Exhibit 1 at 104-05. 
5. The TAPS solicitation and contract also included FAR clause 52.232-7, 
Payments under Time-and -Materials and Labor -Hour Contracts. Subp aragraph (a) of 
this clause provides, with respect to the hourly rate, that amounts to be paid to the 
contractor shall be computed by multiplying the appropriate hourly rates prescribed in the 
schedule by the number of direct hours performed. Appeal File (CBCA 1735), Exhibit 1 
at 53. 
6. The TAPS solicitation contained a detailed section on pricing of proposals 
that aided prospective contractors in formulating hourly rates for temporary staffing 
services. The instructions stated that the preferred type of task order to be issued against 
the contract is firm fixed-price, but that labor-hour task orders may be issued where 
circumstances dictate. Appeal File (CBCA 1735), Exhibit 1 at 107. 
7. The pricing instructions also stipulated that A[o]fferors shall submit priced 
hourly rates, rather than a range, for each skill category.@ In addition: 
This contract will be subject to the Service Contract Act and 
Fair Labor Standards Act. All employees working under 
non-professional job descriptions must be paid the base wage 
by location as specified in the wage determination for that 
location. They mu st be provided or paid health and welfare 
benefits. They must receive 10 paid holidays which they 
will be eligible for from their first day of employment 
(specific holidays are listed in the wage determination) and 
they must receive 10 days vacation after one year of service 
in accordance with regulations found in the Code of Federal 
Regulations, Title 29, Part 4 entitled Labor Standards for 
Federal Service Contracts. 
Appeal File (CBCA 1735), Exhibit 1 at 107-08. 
8. The solicitation permitted offerors to submit pricing using commercial price 
lists, if available and applicable, or, alternatively, based on the Department of Labor wage 
determination plus a mark-up percentage, for each location offered. Specifically, 

  
 
  
 
 
 
 
 
 
 
  
   
 
 
 
 
  
 
 
 
 
 
   
   
     
 
   
 
 
 
 
     
4 CBCA 1735, 1736 
If the wage determination plus a proposed mark-up rate is 
used, this data should show how the Offeror arrived at the 
proposed price, e.g., Base Rate + Health and Welfare + 
Holiday + Vacation % + Payroll % + Overhead % + Profit % 
= Subtotal (Net GSA Price) + IFF [Industrial Funding Fee] = 
proposed Total GSA Bill Rate. The breakout should show all 
dollar amounts and percentages. 
Appeal File (CBCA 1735), Exhibit 1 at 108. 
9. Finally, the solicitation advised that A[w]hen we discuss mark-up, we (GSA) 
consider it to include all of the percentages allocated for payroll, holiday, vacation, 
overhead and profit.@ Appeal File (CBCA 1735), Exhibit 1 at 109. 
10. The examples provided for bidders to use as a guide to pricing the proposed 
labor hours showed hourly rates as being derived with these expenses factored into the 
rate. 
Appeal File (CBCA 1735), Exhibit 1 at 111-12. 
11. The individual delivery orders at issue in this appeal were for the provision 
of secretarial services to GSA field offices at the federal building in Battle Creek, 
Michigan, and at the courthouse in Detroit, Michigan. 
CBCA 1735 - Battle Creek 
12. On April 28, 2008, GSA issued an electronic request for quotation (RFQ) 
for secretarial services for the GSA Battle Creek Field Office located in the 
Hart-Dole-Inouye Federal Center, in the city of Battle Creek, Michigan. The RFQ was 
for the provision of administrative support, specifically a secretary, level III, for a 
quantity of 960 hours. The stated period of performance was May 25, 2008, through 
November 8, 2008. On May 5, 2008, modification 1 to the RFQ was issued to amend the 
work period. Appeal File (CBCA 1735), Exhibit 3. 
13. The description accompanying the RFQ advised that the bidders should 
review the wage determination for Calhoun County, Michigan, for guidance in 
determining the final offer, pointing out that the minimum wage rate for the position is 
$17.96 and that the health and welfare rate is $3.16. Personnel used to fill this position 
must be compensated, at a minimum, at these rates. The description further stated that 
the Acontract is for 960 hour term commencing May 25, 2008. @ Appeal File (CBCA 
1735), Exhibit 3 at 2. 

  
 
 
 
 
  
   
 
   
 
 
 
 
 
 
 
   
   
  
 
   
  
  
   
   
   
 
 
  
  
 
     
                                                 
   
  
    
 
 
   
 
5 CBCA 1735, 1736 
14. The statement of work addressed the contract effort required: 
All work shall be performed between the hours of 8 am and 
4:30 pm Monday through Friday, or as required. Federal 
holidays excluded unless specifically requested or approved 
by the COR [Contracting Officer =s Representative]. 
Specific work hours for this position will be established by 
mutual agreement between the Contractor and the 
Government. The workload should not exceed reasonable 
expectations for 8 hours of skilled labor per day. 
Appeal File (CBCA 1735), Exhibit 3 at 3. 
15. Champion submitted a quote in response to the RFQ. Champion =s proposal 
offered to supply 960 hours of secretarial support at a unit price of $24.54 and a total 
price of $23,558.40. Appeal File (CBCA 1735), Exhibit 4. Champion did not include a 
mark-up for holiday and vacation pay in the hourly rate that it quoted. Id., Exhibit 16. 
16. By letter dated May 15, 2008, GSA awarded delivery order 
GS-P-05-08-SM-0012 to Champion. In early November 2008, GSA issued a 
modification adding another 960 hours and extending the period of performance from 
November 9, 2008, through May 30, 2009. Under the modification, the hourly rate was 
increased to $24.62. Champion performed under this delivery order, as extended, for the 
period from May 12, 2008, through April 30, 2009. Appeal File (CBCA 1735), Exhibits 
5, 10, 22. 
17. Periodically, Champion submitted invoices for services and was paid by 
GSA. Prior to final payment, GSA audited the delivery order file and identified 
allegedly erroneous payments that had been made for holidays and vacation hours. 
Specifically, GSA claimed that Champion was reimbursed for eighty-eight holiday hours 
and fifty-six hours of vacation pay.
3 GSA determined that it had overpaid Champion by 
GSA found that Champion was overpaid for thirty-two hours of holiday 
time and fifty-six hours of vacation time in the first performance period. GSA found that 
Champion was erroneously paid for fifty-six hours of holiday pay, a total of seven days, 
in the second performance period. In responding to GSA =s audit results, Champion 
pointed out various discrepancies in applying the hourly rates and asked that the amounts 
calculated by GSA be adjusted. Champion also challenged GSA =s assertion that it was 
erroneously paid for seven holidays in the second performance p eriod, contending that 
3 

  
 
   
 
  
 
 
 
  
 
 
 
  
    
   
 
 
 
 
 
 
  
  
 
 
  
 
  
 
 
 
 
 
                                                                                                                                                             
  
  
 
  
  
6 CBCA 1735, 1736 
the amount of $3545.28 during the course of the performance period under this delivery 
order. In an electronic mail message dated April 29, 2009, GSA attempted to recoup the 
amounts paid for holidays and vacation days, advising Champion that the contract did not 
permit it to charge for holidays and vacation days. Appeal File (CBCA 1735), Exhibit 7. 
18. Champion=s response to GSA=s notification of overpayment was to point out 
that Champion had routinely invoiced for the holidays and GSA set a precedent by paying 
for them. In a letter dated April 29, 2009, Champion requested that the Government 
modify the delivery order to pay for the holidays. Champion stated: 
An ambiguity exists on this contract regarding the payment of 
holidays. It is eviden[ce] of the Government =s intent to pay 
for holidays. Issuance of this modification will temporarily 
rectify the alleged overpayment amount until the issue can be 
resolved. 
Appeal File (CBCA 1735), Exhibits 10-11. 
19. In an electronic message sent on May 4, 2009, Champion requested that the 
delivery order be terminated for convenience. In response, GSA agreed that no more 
hours would be used under this delivery order. Appeal File (CBCA 1735), Exhibit 12. 
20. In discussions that followed, Champion elaborated on its position, 
contending that the contract was for a firm fixed -price amount and that it was entitled to 
be paid that amount. GSA =s response to this argument was that: 
[T]he statement of work from the [TAPS] solicitation, states in 
ABackground, Purpose, and Objectives, @ A Multiple Award Schedule 
736 for Temporary Administrative and Professional Staffing 
Services is intended to provide Federal Agencies with a temporary 
solution which would allow agencies to qui ckly respond to changing 
staffing requirements that arise when critical projects temporarily 
there were only six official federal holidays over the period from November 1, 2008, 
through April 30, 2009, when the delivery order was terminated. Appeal File (CBCA 
1735), Exhibit 10. GSA =s c alculation is correct, however, because the Federal 
Government was closed on December 26, 2008, under Executive Order 13482, 73 Fed. 
Reg. 76,501 (Dec. 16, 2008), effectively designating an additional holiday for federal 
workers. 

  
 
  
 
   
   
 
 
 
 
 
    
  
  
  
  
 
 
 
 
   
   
 
 
  
  
 
 
 
 
  
 
  
 
 
  
  
7 CBCA 1735, 1736 
warrant more assistance . . . . Position can be filled for an initial 
120 workdays basis with the ability to extend for an additional 120 
days not to exceed 240 days.@ 120 days equates to 960 hours. 
Workdays excludes vacation and holidays. This is why the hourly 
rate is to include the costs for these two elements of the Wage 
Determination along with health and welfare. 
Appeal File (CBCA 1735), Exhibit 20. 
21. Champion filed a claim for final payment under the delivery order on June 
26, 2009. By letter dated August 13, 2009, GSA denied the claim, asserting that 
Champion was not due any further monies because of the overpayments identified in the 
closeout audit. The contracting officer determined that the alleged overpayments 
exceeded the amounts Champion claimed to be due and demanded that Champion 
reimburse GSA the amount of the alleged overpayments. Appeal File (CBCA 1735), 
Exhibit 22. 
CBCA 1736 - Detroit 
22. An RFQ for administrative support, general clerk II services, for the GSA 
Field Office located at the Detroit, Michigan, United States Courthouse was issued on 
February 17, 2008. Prospective bidders were instructed to quote an hourly rate for 960 
hours of support services for a term commencing on March 31, 2008. The RFQ 
informed prospective bidders that the wage determination for Wayne County (Detroit), 
Michigan, should be reviewed to assist in determining a final offer. In addition, the RFQ 
advised that the current minimum hourly wage for general clerk II in Wayne County, 
Michigan, was $13.25 with a health and welfare rate of $3.16. Appeal File (CBCA 
1736), Exhibit 2. 
23. The specification accompanying this RFQ provided: 
SCOPE OF WORK. The contractor shall furnish the 
necessary personnel, supervision, etc. to provide receptionist 
and administrative support duties in the Detroit Downtown 
Area performing a variety of recep tionist and clerical tasks as 
indicated below . . . . 
The contract requires one (1) person Monday thru Friday 
(30-40) hours per week; allowing for 6-8 hours each day) 
between the hours of 8:00 a.m. and 4:30 p.m. (including 30 
minutes for lunch), excluding Federal holidays identified 

  
 
 
 
 
    
 
    
 
 
   
  
 
 
  
   
 
  
  
   
  
 
 
  
    
   
  
  
 
 
 
 
 
  
  
 
 
 
8 CBCA 1735, 1736 
elsewhere. Specific days and hours to be coordinated with 
General Services Administration (GSA). 
Contract employees were to be required to sign in when reporting for duty and to sign out 
at the end of the day for purposes of certifying payment. The specification also stated 
that payment would be made weekly, in arrears, Abased on the actual number of hours 
worked and invoiced.@ Appeal File, CBCA 1736, Exhibit 2. 
24. Champion submitted a quote in response to the RFQ. Champion offered to 
supply 960 hours of clerical support for the stated period at a unit price of $19.71 and 
total price of $18,921.60. Appeal File (CBCA 1736), Exhibit 4. 
25. By letter dated March 25, 2008, GSA notified Champion that it had been 
awarded delivery order number GS -05P-07-SP-P-0042, for temporary services under the 
subject RFQ. Appeal File (CBCA 1736), Exhibit 5. 
26. Champion submitted invoices under this contract to GSA =s Greater 
Southwest Finance Center in Fort Worth, Texas. The invoices showed the number of 
hours worked for a given period and were accompanied by the time sheets of the 
temporary employee. The time sheets included holidays on which the temporary 
employee did not work. Champion billed for some holidays and not for others. Appeal 
File (CBCA 1736), Exhibit 8. 
27. On July 6, 2009, Champion submitted a claim to GSA for payment for 
services rendered in the amount of $2138.40. This invoice, representing services 
provided from April 13 to April 30, 2009, had been rejected for payment by GSA. 
Champion requested a final decision from the contracting officer. Appeal File (CBCA 
1736), Exhibit 10. 
28. By letter dated August 13, 2009, GSA =s contracting officer responded that 
following an audit that was conducted prior to final payment and closing out of the 
delivery orders, it was determined that various payments had been made in error for 
holidays. Specifically, the audit showed that GSA had paid Champion for eleven 
holidays, or eighty-eight hours, and found that Champion was indebted to GSA in an 
amount that exceeded the amount of the final invoice. The contracting officer denied the 
claim and found that Champion was indebted to GSA for the amount of the overpayment. 
Appeal File (CBCA 1736), Exhibit 11. 
The Consolidated Appeals 

  
 
  
 
 
 
 
    
 
 
    
  
  
  
    
 
 
  
 
                                                 
 
   
   
   
    
   
  
 
 
 
  
  
   
 
   
 
9 CBCA 1735, 1736 
29. Champion appealed the contracting officer =s decisions issued with respect 
to the Battle Creek and Detroit delivery orders to the Board on September 29, 2009. The 
appeals were docketed as CBCA 1735 and 1736 and consolidated for processing and 
decision. In its appeals, Champion seeks to be paid the final amounts invoiced under the 
delivery orders without having to reimburse GSA for the claimed overpayments. 
30. In reviewing the documents in the appeal files, the Board noted 
discrepancies in hourly rates used to calculate the amounts that GSA contended were 
erroneously paid under each delivery order. After convening several conferences to 
discuss the appeals and positions of the parties, the Board asked GSA to review and 
reconcile the final payments claimed by Champion for services provided to, but not yet 
paid for, by GSA, with the claimed amounts of overpayments asserted by GSA. In a 
letter dated March 11, 2010, GSA stated that, after reviewing the claims and offsetting the 
amounts claimed by Champion with the overpayments identified by GSA, Champion 
owes GSA a total of $189.92 on the Battle Creek delivery order and GSA owes 
Champion $406.08 for the Detroit delivery order. Netting out the two contracts, GSA 
owes Champion a total of $216.16.
4 After reviewing the appeal files, and input from 
Champion, the Board concludes that GSA=s calculations are correct. 
Discussion 
4 In a letter filed on March 16, 2010, Champion set forth its disagreements 
with GSA= s calculations. One area of disagreement is the number of hours billed and 
paid under the modification of the Battle Creek delivery order, which extended the 
period of performance to run from November 9, 2008, through May 30, 2009 (with 
performance actually ending as of May 1, 2009). GSA submits that Champion was paid 
for a total of 816 hours, prior to the submission of the final invoice. Champion counters 
that it invoiced and was paid for 800 hours and has provided a list of the relevant invoices 
reflecting that 800 hours were billed. Champion urges that it is entitled to be paid for the 
additional sixteen hours acknowledged by GSA, in the amount of $393.92. 
In reviewing the parties = contentions, the Board cannot confirm that Champion 
billed for more than 800 hours during the relevant period of time. GSA did not include a 
full set of invoices for the Battle Creek delivery order in the appeal file. Thus, the best 
information we have is what Champion has told us -- it billed and was paid for 800 hours. 
We cannot verify that any further amounts (other than the outstanding invoices with 
respect to which the parties agree) are due. 

 
 
 
 
   
 
 
 
   
   
 
 
 
  
  
  
  
 
 
  
  
  
    
 
  
 
 
 
  
  
  
  
 
   
  
  
    
 
10 CBCA 1735, 1736 
In a nutshell, Champion maintains that GSA has improperly reduced its invoices to 
eliminate payments for holidays and vacation days. GSA contends the reductions are 
required by virtue of the provisions of the TAPS contract that stipulate that holidays and 
vacation days may not be charged to the Government. 
In support of its position, Champion argues that it interpreted the RFQs and 
resultant delivery orders to provide for the award of firm fixed -price contracts and priced 
its hourly rates accordingly. Champion viewed the delivery orders as calling for the 
contractor to provide 960 hours over a specified performance period at a fixed price. In 
formulating its quotes, Champion understood this to mean that it would provide 960 hours 
of services at each location and would be paid its total fixed price for the stated 
performance period. Given the defined performance periods stated in the RFQs, 
Champion concluded that the 960 hours necessarily included Government holidays. 
Champion thus concluded that it should not add holiday and vacation pay to its rates for 
these orders, but rather should bill for the holidays in order to achieve the 960 hours 
called for in the order. Champion points out that since it did not include holiday and 
vacation pay costs in its hourly rates, it did not double dip and is entitled to be paid the 
full amount that it billed GSA. 
GSA counters that Champion =s interpretation contravenes the express terms of the 
TAPS contract and the delivery orders, and that the agency cannot ignore contract 
requirements to reimburse Champion for days that were not worked by the temporary 
employees. The RFQs and delivery orders are governed by the terms and conditions of 
Champion=s TAPS contract, and must be interpreted in conjunction with that contract. 
The schedule contract, GSA points out, requires vendors to propose fully marked-up 
labor rates, and makes clear that the contractor may not be paid for federal holidays or any 
other days that the employee does not actually work. Findings 7-9. 
In resolving this dispute, we turn to time-honored rules of contract interpretation. 
The issue raised is whether the RFQs and resultant delivery orders were sufficiently 
ambiguous that the contractor =s interpretation should prevail. 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 not to 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 

 
 
 
 
  
   
    
  
  
  
   
   
   
   
 
  
  
  
  
   
   
     
 
      
  
   
 
   
 
    
   
   
 
 
   
   
  
  
11 CBCA 1735, 1736 
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 argues that it reasonably read the RFQs and initial delivery orders to 
create fixed price contracts in the amounts of $23,558.40 and $18,921.60, respectively. 
Each of these sums represents 960 hours multiplied by the hourly rate. For the period s 
stated in the RFQs, Champion argues, it could only bill for 960 hours if it charged for 
holidays. Thus, Champion reasoned that it should not include holiday and vacation 
markups in its hourly rates. The Government rebuts this argument, pointing to the TAPS 
proviso cautioning about the inherent limitations of acquiring temporary services. 
Finding 4. GSA maintains that each RFQ called for 960 hours because this is the 
number of hours in 120 workdays, which is the maximum initial period of time for which 
temporary services may be ordered. Given that the awards are indefinite quantity, 
indefinite delivery, the agency urges that it is not obligated to order all 960 hours, but may 
purchase up to that amount if the services are needed. 
Champion=s interpretation effectively bestows standalone status on the delivery 
orders, reading these orders in isolation from the underlying schedule contract. But the 
schedule contract makes clear that delivery and task orders may not be construed in a 
vacuum. The schedule contract expressly provides that in the event of a conflict between 
the terms of a delivery order and the terms of the schedule contract, the schedule contract 
prevails. Finding 3. 
Vendors with s chedule contracts are expected to be familiar with the terms and 
conditions of those contracts. Champion =s interpretation of the delivery orders to be firm 
fixed-price contracts under which it would bill GSA for the total amounts of $23,558.40 
and $18,921.60 is at odds with the very nature of the schedule contract. The terms and 
conditions of the schedule contract, read as a whole, call for indefinite delivery, indefinite 
quantity labor hour type contracts for temporary staffing services. The appropriate 
Time-and-Materials and Labor -Hour Contracts Payment clause is part of the TAPS 
contract. Contractors are expressly instructed that hourly rates should be fully loaded, i.e., 
inclusive of costs for holiday and vacatio n pay, and the example provided by GSA for 
purposes of pricing reflects this. Moreover, the individual delivery orders, even without 
reference to the TAPS contract, do not support the interpretation that Champion adopted. 
The order for temporary secretarial services for the Battle Creek federal building 
specifically stated that federal holidays were excluded unless specifically ordered by the 
contracting officer. Similarly, the delivery order for the Detroit courthouse provided that 
the temporary services would be for one person, to work Monday through Friday, six to 
eight hours per day, excluding federal holidays. These statements in the delivery order 

 
 
 
 
 
   
  
 
  
  
 
  
   
   
   
   
  
  
  
  
 
   
  
  
 
  
 
   
  
 
  
    
 
 
 
12 CBCA 1735, 1736 
should have alerted Champion to the inconsistencies inherent in its interpretation such 
that it would have been prompted to inquire about the potential ambiguity. 
When the TAPS contract and delivery orders are read as a whole, it is not 
necessary to find a conflict between the terms of the delivery orders and the TAPS 
contract. Rather, all of the pertine nt documents make clear that contractors cannot bill 
the Government for holidays and vacation days. This is so regardless of how hourly rates 
are developed by the contractor. It is the contractor =s obligation to follow the 
instructions in the solicitation for the contract and propose prices accordingly. 
The pricing instructions for the TAPS contract, which address the requirement to 
provide vacation and holiday pay, finding 7, support GSA =s position that holiday and 
vacation pay was to be included in the bidders = rates. We recognize that Champion still 
paid its employees holiday and vacation pay -- but it billed the Government for these 
benefits in a way that the TAPS contract did not contemplate. Indeed, Champion =s very 
interpretation of the RFQs rendered the delivery orders patently ambiguous given the 
Government=s express proviso that holidays were excluded and that agencies would not 
pay for days that an employee did not work. Finding 4. In that circumstance, Champion 
became obligated to inquire of the Government as to its intentions. The fact that 
Champion did not comprehend the obvious ambiguity did not excuse its affirmative duty 
to inquire. Arcadis U.S., Inc. v. Department of the Interior , CBCA 918, 08-1 BCA & 
33,807, at 167,353. 
In sum, reasonably interpreted, the delivery orders awarded Afixed-price@ labor 
hour contracts, reflecting the fact that the hourly rates for services were indeed fixed. 
This is reinforced by the inclusion of the FAR =s Time-and-Materials and Labor -Hour 
Contracts Payment clause in the schedule contract. Indeed, a time-and -materials or 
labor-hours contract is one under which the parties agree to the payment of fixed hourly 
rates for specified classes of labor with total payment based on the number of actual hours 
worked. See Dawkins General Contractors & Supply, Inc., ASBCA 48535, 03-2 BCA & 
32,305, at 159,847. 
Finally, Champion notes that the Government paid its invoices, which were 
supported by time sheets showing charges for vacation days for its employees, and, as 
Champion puts it, created a precedent. Although the conduct of the parties prior to the 
advent of the dispute may be instructive as to how they interpreted the contract, there 
must be knowing acquiescence in the interpretation at issue. See Alvin, Ltd. v. United 
States Postal Service, 816 F.2d 1562, 1566 (Fed. Cir. 1987); Macke Co. v. United States , 
467 F.2d 1323, 1325 (Ct. Cl. 1972). 

 
 
  
  
   
  
  
  
 
 
  
  
 
  
  
 
 
 
 
 
 
  
 
  
 
 
 
 
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13 CBCA 1735, 1736 
Here, there is no indication that the Government was aware that it was paying 
Champion for holidays on which the temporary employee did not work. Although the 
invoices were supported by time sheets, some of which reflected time ch arged for 
holidays, the invoices themselves simply stated a period of time, generally between ten 
days and several weeks, for which services were billed -- they did not call out individual 
dates such that the Fort Worth office that processed the invoices would be on notice that 
Champion was charging for dates on which the employees obviously did not work. 
Moreover, the practice did not endure for a lengthy period of time such that the 
Government should be charged with knowledge at some point. This is not sufficient to 
find the type of precedent that would support a finding that the parties in fact had agreed 
to Champion=s interpretation. See JAVIS Automation & Engineering, Inc. v. Department 
of the Interior , CBCA 938, 09-2 BCA & 34,309, at 169,480; Dawkins, 03-2 BCA at 
159,846. 
To conclude, Champion =s interpretation of the delivery orders is not reasonable, 
even if we were to perceive an ambiguity. It fails to account for the numerous contract 
provisions that made clear that the Government could not be charged for holidays and 
non-workdays for temporary employees and that these expenses were to be factored into 
loaded rates. Champion should have raised this issue with the Government before 
formulating its rates to exclude these elements of overhead in the expectation that it 
would be allowed to charge for non-workdays. Although it is unfortunate that Champion 
will not recover these expenses under its approach, it proceeded at its own risk when it 
failed to seek clarification prior to submitting its quotes. 
Decision 
The appeals are DENIED. The Government owes Champion $216.16. 
_ 
CATHERINE B. HYATT 
Board Judge 
We concur: 

 
 
 
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14 CBCA 1735, 1736 
STEPHEN M. DANIELS ALLAN H. GOODMAN 
Board Judge Board Judge