DENIED: April 29, 2016
CBCA 4196
AUTOFLEX, INC.,
Appellant,
v.
DEPARTMENT OF VETERANS AFFAIRS,
Respondent.
Luis D. MacDonald, President of AutoFlex, Inc., Baltimore, MD, appearing for
Appellant.
Harold W. Askins III, Office of Regional Counsel, Department of Veterans Affairs,
Charleston, SC, counsel for Respondent.
Before Board Judges SOMERS, VERGILIO, and DRUMMOND.
VERGILIO, Board Judge.
On October 9, 2014, the Board received from AutoFlex, Inc. (contractor) a notice of
appeal contesting the denial by a contracting officer of its claim to recover $2880 under a
contract with the Department of Veterans Affairs (agency).  The agency had obtained
quotations to lease a vehicle for a twelve-month period.  The agency deemed the contractor’s
quotation to be in its best interest.  By signing a bilateral contract, the contractor accepted the
agency’s offer to lease a specific make and model vehicle for twelve months at $355 per
month.  The agency placed a purchase order for the lease under a federal supply schedule
contract between the contractor and the General Services Administration (GSA).  The
contract and order contain no option year pricing and do not mention an extended
performance period.  The parties performed for the twelve months; the agency made monthly


CBCA 4196 2
payments.  The contractor contends that the agency selected a monthly price that was based
upon a three-year performance period and that the agency breached the contract by not
exercising an option.  The contractor seeks to be paid the difference between the contract
price and its allegedly quoted price for a three-year contract.
The parties have filed cross-motions for summary relief, each claiming entitlement
to relief.  The Board makes findings based upon undisputed facts relied upon by the parties
and concludes that the contract is clear and unambiguous.  The contractor accepted a contract
for a twelve-month period at a monthly price of $355.  The contract does not contain option
year pricing.  The intent and assumptions of the contractor, not expressed in the written
agreement, do not provide a basis for relief.  The contractor is not entitled to payment in
addition to the fixed amounts identified in the contract.  Accordingly, the Board denies the
motion of the contractor, grants the motion of the agency, and denies the appeal.
Findings of Fact
1. The agency issued a statement of work indicating its need to lease a vehicle for
a stated performance period of September 26, 2011, through September 25, 2012.  Exhibit
1 (all exhibits are in the appeal file).  The agency issued a request for quotations for monthly
pricing and received quotations in response.  Exhibits 2-3.
2. The contractor submitted an electronic quote with a comment: “Monthly Lease
Rate of $355 is based on SDVOSB [small disadvantaged veteran-owned small business]
support of the multi-year mission of your” program.  Exhibit 3.
3. In response to the quotations received, the agency selected the contractor.  On
the same day, the parties entered into a bilateral contract and the agency placed a purchase
order for the lease of the vehicle under the contractor’s federal supply schedule contract. 
Both the contract and purchase order specify that the period of the lease is for twelve months
(for the period of September 26, 2011, through September 25, 2012) at the monthly unit price
of $355 for a total amount of $4260.  Neither makes reference to an option period or a
pricing sheet of the contractor.  Exhibits 4-5.
4. The contractor provided the vehicle.  For the twelve-month contract period, the
agency paid the monthly price.  Exhibit 6.  The agency did not retain the vehicle beyond the
twelve month period.
5. By letter dated April 2, 2013, the contractor submitted a claim for $2880 “in
settlement of early termination of this contract.”  The contractor contends that it submitted
an original quotation for the lease of the vehicle under its schedule contract based upon an

CBCA 4196 3
agency request for twelve, twenty-four, and thirty-six month leasing, with monthly pricing
for an in-stock vehicle of $595, $445, and $355, for the respective lease periods.  The
contractor has noted that its underlying schedule contract contains an annotation: “Any Lease
terminated for budgetary reason will be charged the applicable annual lease charge as listed
for 12 and 24 month terms above upon the end of the lease term.”  Exhibits 7 at 3, A. The
claim is “based upon your initial intent to exercise the 3-year option on this contract as
evidenced by your selection of the 36-month payment of $355.00 per month as detailed on
our lease proposal[.]”  The contractor seeks payment for the difference between the one-year
and three-year prices in the identified proposal.  Exhibit 7 at 1.  The claim amount reflects
the monthly difference ($240 = $595 - $355) times twelve months.
6. By issuance dated September 16, 2014, a contracting officer denied the claim. 
Exhibit 8.  The contracting officer determined that the acquisition was for the lease of one
vehicle for a period of twelve months.  The parties each signed the contract for the one-year
delivery period at the given price.  Each party had satisfied its contractual obligations; the
contractor had provided the vehicle, the agency had paid the stated price each month.  Exhibit
8 at 1-2.
7. On October 9, 2014, the contractor filed its notice of appeal at the Board.
Discussion
The parties agree that their motions should be treated as cross-motions for summary
relief.  The agency contends that the solicitation is clear, the contractor unequivocally
accepted the terms and conditions of the contract and purchase order which are similarly
clear, and both parties have fully performed their legal obligations.  Therefore, the agency
concludes that the contractor is entitled to no further relief under the contract.  The contractor
asserts agency breach, contractor intent, and other theories in support of its claim.
The contractor seeks $2880 plus interest of $464.  The contractor contends that the
agency breached the contract, as demonstrated by its failure to act in good faith, when it
requested and accepted a discounted thirty-six month multi-year pricing solution, but only
funded the initial twelve-month period of performance.  The contractor maintains that the
terms of its quotation are clear, and that it was led to believe that the agency would continue
the contract for three years.
A party seeking summary relief bears the burden of establishing the absence of any
genuine issue of material fact.  All significant doubt over factual issues must be resolved in
favor of the party opposing summary relief.  The standards are well-known and not here in

CBCA 4196 4
dispute.  Systems Management & Research Technologies Corp. v. Department of Energy,
CBCA 4068 (Apr. 6, 2016).
As specified in applicable regulation:
A quotation is not an offer and, consequently, cannot be accepted by the
Government to form a binding contract.  Therefore, issuance by the
Government of an order in response to a supplier’s quotation does not establish
a contract.  The order is an offer by the Government to the supplier to buy
certain supplies or services upon specified terms and conditions.  A contract
is established when the supplier accepts the offer.
48 CFR 13.005 (2013).
The agency acted pursuant to the regulation.  It received the contractor’s quotation and
offered to lease the vehicle for twelve months at a monthly price of $355.  The contractor
accepted that offer by signing a bilateral contract.  Thereafter, the agency placed a purchase
order under the contractor’s schedule contract for the same period and at the same monthly
rate.  The parties fulfilled the contract requirements.  The plain language of the contract
controls the resolution of this dispute.  Systems Management & Research Technologies Corp.
v. Department of Energy, CBCA 4068 (Apr. 6, 2016).
The contractor raises various positions which do not demonstrate the possibility of
relief.  The agency did not breach or terminate the contract or fail to fulfill its obligations for
budgetary reasons.  To the contrary, the agency paid for each of the twelve months in the
period of performance and did not contract to lease a vehicle beyond the twelve-month
period.  The contractor’s annotation in its electronic bid that the pricing is based upon
“support of the multi-year mission” does not alter the price or term of the actual contract. 
That language does not convey that pricing is tied to a lease of longer than twelve months. 
The lease spanned portions of two years; so it was multi-year.  The contractor supported the
multi-year mission of the agency by satisfying the lease terms and conditions for the period
set forth in the lease.  The language in the electronic quote does not tie the $355 monthly fee
to a thirty-six month performance period.  Moreover, the intent of the contractor to price its
rate based upon a thirty-six month lease, although not conveyed in the electronic quote, does
not overcome the actual language of this contract with a fixed term and monthly price as
accepted by the contractor.  The terms and conditions of the schedule contract do not alter
the express terms and conditions of the contract and purchase order here at issue.  A
contractor can accept an order at a price below what may be found in a schedule contract. 
48 CFR 8.404, 8.405. 

CBCA 4196 5
While the GSA schedule contract may recognize option periods, the exercise or not
by GSA of an option to extend the schedule contract does not alter the contract at issue here. 
The contract contains no options or option year pricing.  The agency could not breach the
contract by failing to exercise an option that did not exist.
Decision
The Board denies the contractor’s motion for summary relief, grants the agency’s
motion for summary relief, and DENIES the appeal.
______________________________
JOSEPH A. VERGILIO
Board Judge
We concur:
______________________________ ______________________________
JERI K. SOMERS  JEROME M. DRUMMOND
Board Judge Board Judge