MOTION TO DISMISS FOR LACK OF
 
JURISDICTION DENIED:  April 11, 2012
 
CBCA 2618
 
ASP DENVER, LLC,
 
Appellant, 
v. 
GENERAL SERVICES ADMINISTRATION, 
Respondent. 
Neal J. Sweeney and Tyler P. Scarbrough of Kilpatrick Townsend & Stockton LLP, 
Atlanta, GA, counsel for Appellant. 
Lori R. Shapiro, Office of General Counsel, General Services Administration, 
Washington, DC, counsel for Respondent. 
Before Board Judges BORWICK, HYATT, and WALTERS. 
HYATT, Board Judge. 
This appeal concerns the claim of appellant, ASP Denver, LLC (ASP), for 
reimbursement of real estate taxes in the amount of $457,072.38 in connection with a lease 
of office and related space at the Stapleton Redevelopment Area in Denver, Colorado. 
Respondent, the General Services Administration (GSA), has filed a motion to dismiss the 
appeal for lack of subject matter jurisdiction.  For the reasons stated, we deny the motion. 

       
       
         
        
      
       
       
  
 
      
         
         
      
       
        
      
       
        
   
  
    
      
         
       
        
        
2 CBCA 2618 
Background 
On December 18, 2007, GSA entered into a lease agreement with Alex S. Palmer & 
Company under which that company was to design and construct a new office facility, 
annex, and secured parking garage, to be leased to GSA for occupancy by the Federal 
Bureau of Investigation (FBI). 
1 The site for the facility was located in the Stapleton 
Redevelopment Area in Denver, Colorado. GSA occupied the facility and commenced 
rental payments on March 12, 2010. A certificate of occupancy was issued for the facility 
on April 26, 2010. 
The Tax Escalation clause in the lease provided that GSA would reimburse ASP for 
real estate taxes paid over the amount established for base year taxes. Upon receipt of the 
bill for the 2010 real estate taxes, ASP contacted GSA and inquired whether GSA wanted 
to appeal the assessment on its own or through ASP, as provided under the lease. The matter 
was discussed with the contracting officer. ASP understood from its conversation with the 
contracting officer that it should pursue an appeal on GSA’s behalf. 
2 An appeal of the 
assessment was taken and is pending. 
On April 29, 2011, ASP paid the 2010 real estate taxes due on the property and, on 
May 9, 2011, invoiced GSA for its share of the taxes paid. On August 10, 2011, ASP 
submitted a certified written claim to the contracting officer seeking the amount of 
$457,072.38, the invoiced share of taxes that ASP maintains is owed by GSA. On 
October 19, 2011, the contracting officer denied the claim in its entirety and ASP timely 
appealed to the Board. 
Discussion 
GSA has filed a motion to dismiss this appeal for lack of jurisdiction on the ground 
that ASP’s claim does not state a “sum certain.” The Contract Disputes Act (CDA) requires 
1 Subsequently, the parties entered into the first supplemental lease agreement 
(SLA) amending the lease to reflect ASP as the lessor.  
2 GSA disputes this understanding, asserting that ASP undertook the appeal on 
its own, without being instructed or authorized to do so. This disagreement is not material 
to resolving the jurisdictional question raised by GSA. In addition, GSA maintains that, 
under the lease, a tax appeal requires an agreement between ASP and GSA identifying how 
the costs of the appeal and any tax savings are to be allocated and advises that there is no 
agreement of this nature. This issue also has no bearing on whether a sum certain has been 
stated by ASP. 

      
   
        
        
     
      
       
          
   
      
      
    
     
       
       
      
     
   
      
     
    
          
 
      
     
      
         
     
   
     
       
  
   
    
       
       
3 CBCA 2618 
that a contractor submit a written claim to the contracting officer for decision. 41 U.S.C.A. 
§ 7103(a) (West Supp. 2011). Since the Act does not define the term “claim,” the definition 
that is set forth in Federal Acquisition Regulation (FAR) 2.201, 48 CFR 2.201 (2007), is 
relied on by tribunals. Reflectone, Inc. v. Dalton, 60 F.3d 1572, 1575 (Fed. Cir. 1995) (en 
banc); Essex Electro Engineers, Inc. v. United States , 960 F.2d 1576, 1581-82 (Fed. Cir. 
1992), cert. denied, 506 U.S. 953 (1992). FAR 2.201, in pertinent part, defines a claim as 
“a written demand or written assertion by one of the contracting parties seeking, as a matter 
of right, the payment of money in a sum certain.” No particular wording is required for a 
claim, but the demand must contain “a clear and unequivocal statement that gives the 
contracting officer adequate notice of the basis and amount of the claim.” Contract 
Cleaning Maintenance, Inc. v. United States, 811 F.2d 586, 592 (Fed. Cir. 1987); accord 
Whiteriver Construction, Inc. v. Department of the Interior, CBCA 2349, 12-1 BCA ¶ 
34,938; Red Gold, Inc. v. Department of Agriculture, CBCA 2259, 12-1 BCA ¶ 34,921 
(2011).  
To comply with the sum certain requirement for a valid claim, a fixed amount must 
be stated. Red Gold, Inc. (citing G & R Service Co. v. General Services Administration , 
CBCA 1876, 10-2 BCA ¶ 34,506 (a “not to exceed” amount is indefinite and does not 
qualify as a sum certain); Sandoval Plumbing Repair, Inc., ASBCA 54640, 05-2 BCA 
¶ 33,072 (modifying phrase like “no less than” does not satisfy the requirement to specify 
a sum certain)). 
GSA asserts that, although ASP purports to seek a sum certain, the circumstances of 
this case dictate otherwise. In particular, GSA contends that the outstanding appeal of the 
tax assessment converts the claim amount to a “not to exceed” number because a successful 
appeal could result in a lesser amount actually being owed by GSA. GSA, citing G & R 
Service Co., thus reasons that the Board lacks jurisdiction to hear the appeal. 
GSA’s reliance on G & R Service Co. is misplaced. In that case, the claimant carved 
its claim into three parts and sought to recover amounts not to exceed, respectively, $15,000, 
$10,000, and $10,000. Because the amounts claimed were rendered indefinite by the 
qualifying language in the claim, the Board held that a sum certain had not been stated and 
the Board therefore lacked jurisdiction over the appeal. Here, appellant seeks to recover the 
exact amount it has paid in taxes that are compensable under the lease. GSA’s argument that 
ASP may ultimately recover less than this amount if its appeal is unsuccessful raises a 
question of quantum, which must be resolved on the merits. See Heritage of America, LLC 
v. Department of Veterans Affairs, CBCA 1945, 12-1 BCA ¶ 34,888 (2011) (rejecting the 
argument that allegations supported by estimations, approximations, and guesswork, despite 
having figures assigned, failed the requirement to state a sum certain); Computer Sciences 
Corp., ASBCA 56165, et al., 10-2 BCA ¶ 34,572; MACH II, ASBCA 56630, 10-1 BCA 
¶ 34,357 (holding that the jurisdictional validity of a claim is determined at the time of 

         
       
   
        
      
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4 CBCA 2618 
submission to the contracting officer and the accuracy of the sum certain amount claimed 
goes to the merits of the claim, not to its validity as a claim). 
In short, ASP unequivocally identified the amount of $457,072.38 in its submission 
to the contracting officer, providing the requisite notice of the amount claimed.  There are 
no qualifying phrases used. The existence of an appeal of the tax assessment that could 
ultimately affect the amount of ASP’s recovery does not de facto render the stated sum to 
be a “not to exceed” amount and does not deprive the Board of jurisdiction. 
Decision 
GSA’s motion to dismiss for lack of jurisdiction is DENIED . 
CATHERINE B. HYATT 
Board Judge 
We concur: 
ANTHONY S. BORWICK RICHARD C. WALTERS 
Board Judge Board Judge