DENIED: September 24, 2010 
CBCA 859 
HOMESOURCE REAL ESTATE ASSET SERVICES, INC., 
Appellant, 
v. 
DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, 
Respondent. 
James S. DelSordo of Angus Legal, LLC, Manassas, VA, counsel for Appellant. 
Richard A. Marchese and John R. Lego, Office of Regional Counsel, Department of 
Housing and Urban Development, Philadelphia, PA, counsel for Respondent. 
Before Board Judges GILMORE , BORWICK , and DRUMMOND . 
DRUMMOND , Board Judge. 
This is an appeal from a Department of Housing and Urban Development (HUD) 
contracting officer’s (CO) final decision denying the certified claim of HomeSource Real 
Estate Asset Services, Inc. (HomeSource) seeking an equitable adjustment under a contract 
for marketing and management (M&M) services. HomeSource seeks $196,521.25 for unpaid 
marketing fees, $106,000 for increased performance costs as a result of implementation of 
modification 10, and $136,893.41 for unpaid marketing bonuses and incentive payments. 
HUD has moved for summary relief. HUD maintains that HomeSource has failed to show 
that it is entitled to the requested relief. HUD further maintains that a release precludes 
HomeSource’s claims for unpaid marketing fees and incentive payments. HomeSource 
opposes the Government’s motion. 

 
    
     
                                       
           
             
            
            
             
          
           
                  
 
              
              
        
            
    
             
                 
          
            
          
                
              
        
          
  
           
            
 
       
2 CBCA 859 
For the reasons stated below, we grant the Government’s motion for summary relief 
and consequently deny HomeSource’s appeal. 1 
Background 2 
In 1999, HUD issued solicitation R-OPC-22505 for single family M&M services. 
Appeal File, Exhibit 2.1 at 1; Respondent’s Statement of Uncontested Facts (RSUF) ¶ 6; 
Appellant’s Statement of Genuine Issues (ASGI) ¶ 6. The services included monitoring 
mortgagee compliance, marketing and managing single family properties owned by or in the 
custody of HUD (HUD properties), and overseeing the sales closing activities. Id. 
On October 14, 2004, HUD awarded to HomeSource contract C-PHI-00909 
(contract) to provide M&M services for HUD properties located in Maryland and 
Washington, D.C. Appeal File, Exhibit 2.1 at 1; RSUF ¶ 7; ASGI ¶ 7. The contract term 
was one base year and four optional years.  Appeal File, Exhibits 2.1, 2.5.  Under the terms 
of the contract, HUD agreed to assign 900 properties to HomeSource for M&M services per 
year. Id., Exhibit 2.1 at 2. The contract incorporated by reference Federal Acquisition 
Regulation (FAR) clauses FAR 52.216.22, Indefinite Quantity (Oct. 1995); FAR 52.233-1, 
Disputes (Dec. 1998); and FAR 52.243-1, Changes-Fixed Price (Alternate I) (Apr. 1994). 
Id. at 2, 114. 
Section B.6 of the contract identified the specific types of services and assigned a 
contract line item number (CLIN) to each. Appeal File, Exhibit 2.1 at 4. This section states: 
As full compensation for the services required under this contract the 
Contractor shall be paid the fixed-unit-rate . . . for each CLIN; unless 
otherwise specifically identified as an incentive fee or a pass-through expense 
. . . . The Contractor is entitled to and shall be paid the management and 
marketing incentive fees, but only if they are earned . . . . 
Id. 
CLIN 0003, entitled “Marketing Fee,” states, inter alia , that: 
1 The record includes the appeal file, the Government’s motion with a 
declaration by Anna Papili, a Branch Chief responsible for this contract, the Government’s 
reply to HomeSource’s opposition, and various exhibits. It also includes HomeSource’s 
opposition with an affidavit by Deborah Caruso, a vice president at HomeSource, and various 
exhibits. 
2 The Board considers these facts to be undisputed. 

 
             
            
               
           
            
           
     
                 
                
                  
            
            
              
                
              
       
      
             
               
             
            
              
          
              
         
             
      
                  
     
       
            
         
          
3 CBCA 859 
The Contractor shall be paid a fixed percentage of the net offer amount for 
each property as it is defined in the PWS (Performance Work Statement) for 
all the requirements of Section C -5.4. The fee shall be invoiced in the month 
the property reconciles. The marketing percentage and calculation will be the 
same for all sales including discounted sales, $1 Home sales and vacant lots 
with the exception that for properties sold under the Asset Control Area 
Program . . . . 
Appeal File, Exhibit 2.1 at 6. As used in this contract, “reconciles” refers to an accounting 
procedure which occurs following a property sale and closing. Id. at 76, 77. The marketing 
percentage was 2.5% for the base contract year. Id. at 4; RSUF ¶ 19; ASGI ¶ 19. 
Bilateral modification 6, effective on November 1, 2005, and made pursuant to the 
Changes clause, reduced the minimum quantity and created a tiered pricing structure which 
provides for explicit fee values based on the number of properties assigned during the first 
option year, November 1, 2005, through October 31, 2006. Appeal File, Exhibit 2.7 at 1, 3. 
This modification increased the contract value for the base period and first option year by 
$3,599,014 and states, inter alia , that: 
In consideration for reducing the minimum quantity provision of the contract 
for option periods, the parties mutually agree . . . to change the minimum 
quantity for Years 2, 3, 4, and 5 from 900 to 400 . . . . 
Beginning with Option Year 1, a tiered pricing structure is established. For the 
first 550 property assignments of each option year, the Contractor shall be paid 
the fixed unit prices stated in Tier 1 for the applicable option year. For 
property assignments 551-900, the Contractor shall be paid the fixed unit 
prices stated in Tier 2 of the applicable option year. Beginning with the 901st 
property assignment and continuing for all remaining property assignments in 
each option year, the Contractor shall be paid the fixed unit prices stated in 
Tier 3 for the applicable option year. 
Id. at 6; RSUF ¶ 21; ASGI ¶ 21. Modification 6, which did not reserve any rights to 
HomeSource, also contains the following release: 
In consideration of the modification agreed to herein as a complete equitable 
adjustment . . . Contractor hereby releases the Government from any and all 
liability under this contract for further equitable adjustments attributable to 
such facts or circumstances giving rise to the proposal for adjustment. 

 
       
            
         
                 
               
            
                  
              
                
       
            
 
          
          
         
           
         
           
     
          
       
            
                
                
     
             
            
              
               
        
                
               
     
4 CBCA 859 
Appeal File, Exhibit 2.7 at 3. 
Modification 9, signed by HomeSource on October 23, 2006, and the CO on 
October 31, 2006, was issued for the same reasons as modification 6.  Appeal File, Exhibit 
2.10 at 1, 3, 5, 6. This modification was effective for option year 2, November 1, 2006, 
through October 31, 2007, and increased the total contract amount by $3,364,084. Id. In 
brief, this modification increased the marketing percentage for Tier 1 properties assigned in 
option year 2 from 2.5% to 4%. Id. The marketing percentage for Tier 2 and 3 property 
assignments, however, remained 2.5% of the net offer amount. Id. This modification also 
made clear that the date a property settles has no impact on the marketing fee rate applicable 
to that given property. Id. 
Modification 9, which did not reserve any rights to HomeSource, also contains the 
following release: 
In consideration of the modification agreed to herein as complete equitable 
adjustment for the Contractor’s . . . proposal for settlement due to HUD’s not 
meeting the option year 1 minimum requirements, the Contractor hereby 
releases the Government from any and all liabilities under this contract for 
further equitable adjustments attributable to such facts or circumstances giving 
rise to the proposal for adjustment. The Government and Contractor mutually 
agree to a one-time lump sum settlement payment in the amount of $250,000 
for HUD’s not meeting option year 1 minimum requirements. 
Appeal File, Exhibit 2.10 at 3. 
On January 18, 2007, the CO wrote to HomeSource confirming that “all marketing 
fees shall be calculated based upon the rate in effect at the time of property assignment.” 
Appeal File, Exhibit 3.15 at 3. There is no evidence that HomeSource responded to this letter 
or otherwise questioned the CO’s interpretation. 
By letter dated May 5, 2007, HomeSource transmitted a certified claim to the CO 
seeking, inter alia , an equitable adjustment for “unpaid marketing fees.” Appeal File, 
Exhibit 3.17. HomeSource asserted that it was entitled to $171,615.34. Id. HomeSource 
maintained that the language in CLIN 0003 which states “[t]he fee shall be invoiced in the 
month property reconciles” is evidence that marketing fees are paid based on the sale date. 
Id. HomeSource claimed that it was entitled to a 4% marketing fee on certain properties sold 
from November 2006 to March 2007. Id. at 4. HomeSource identified these properties by 
sale dates. Id. at 15. 

 
             
         
            
                 
               
                
              
               
             
               
                
              
             
          
          
             
   
           
          
               
               
               
              
   
             
               
                 
               
          
             
               
              
                 
5 CBCA 859 
By a decision dated June 26, 2007, the CO denied this claim, stating that 
HomeSource’s claim lacked merit as marketing fees were always paid based on the date of 
property acquisition. The CO stated that she “repeatedly informed HomeSource that HUD’s 
payment of M&M fees is based upon the date a property is acquired and not based on the 
date a property is sold.” The CO observed that HomeSource had misinterpreted the contract. 
The CO stated that the language in CLIN 0003 did not speak to the applicable marketing fee 
rate. According to the CO, this language merely instructs HomeSource to prepare a bill 
during the month the property reconciles. The CO noted that during the first and second 
option years, HomeSource had accepted payment of marketing fees from HUD based on the 
date of property acquisition, not the date of sale. The CO observed that modification 9 
clearly states that the marketing fee is based on the number of assignments in that option year 
rather than the number of closings. The CO also stated that HomeSource, by signing 
modification 9, had explicitly agreed to waive all claims in consideration for the negotiated 
marketing adjustment. Appeal File, Exhibit 1.1 at 4, 5. 
On appeal, HomeSource increased the claim amount to $196,521.25. Appellant’s 
Opposition to Respondent’s Motion for Summary Relief (Appellant’s Opposition) at 3. 
Unpaid Marketing Fees 
HomeSource contends that HUD misinterpreted modification 9 and it is owed 
$196,521.25 for additional marketing fees through September 2008. Appellant’s Opposition 
at 3.  The Government has moved for summary relief.  Summary relief is appropriate when 
the moving party is entitled to judgment as a matter of law, based on undisputed material 
facts. The moving party bears the burden of demonstrating the absence of genuine issues of 
material fact. All justiciable inferences must be drawn in favor of the non-movant. Celotex 
Corp. v. Catrett , 477 U.S. 317, 325 (1986); Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 
247 (1986). 
Pure contract interpretation is a question of law that may be resolved on summary 
relief. P.J. Maffei Building Wrecking Corp. v. United States , 732 F.2d 913, 916 (Fed. Cir. 
1984). The parties are in agreement that there are no genuine issues of material fact for trial. 
Their differences are confined to the law and its application to the contract in this appeal; 
therefore, summary relief as to entitlement is appropriate in this case. 
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. McAbee Construction, Inc. v. 
United States , 97 F.3d 1431, 1434-35 (Fed. Cir. 1996). An interpretation that gives a 
reasonable meaning to all parts will be preferred to one which leaves a portion of the contract 

 
             
              
              
          
 
           
                 
               
           
              
              
            
                    
    
           
 
              
            
            
    
             
               
             
                
              
            
     
  
              
              
              
               
            
              
               
               
6 CBCA 859 
meaningless. Alliant Techsystems, Inc. v. United States , 178 F.3d 1260 (Fed. Cir. 1999); 
Gould, Inc. v. United States , 935 F.2d 1271, 1274 (Fed. Cir. 1991). Additionally, contract 
language should be given the plain meaning that would be derived by a reasonably intelligent 
person acquainted with the contemporaneous circumstances. McAbee Construction , 97 F.3d 
at 1435. 
In opposing the Government’s motion, HomeSource alleges that the marketing fee 
rate is set at the time the property settles. As support, HomeSource refers to the language in 
CLIN 0003 which states that a marketing “fee shall be invoiced in the month the property 
reconciles.” As further support, HomeSource notes that after November 1, 2006, HUD 
occasionally paid fees at 2.5% and some at 4%. HomeSource maintains that HUD was 
confused as to the applicable market fee. Appellant’s Opposition at 3. HomeSource also 
submitted documents dated November 1, 2006, and later which show that the Government 
paid some fees at the rate of 2.5% and some at the 4% rate based on the date the property was 
acquired. Id., Exhibit 3. 
The Government, while relying on the language in modification 9, argues that 
HomeSource’s claim fails because the contract as amended clearly states the marketing fee 
is dependent on the date of property acquisition. The Government alleges that the record 
demonstrates that marketing percentage fees were always paid based on the time property 
was acquired. Alternatively, the Government argues that HomeSource waived its rights to 
pursue this claim. 
The language in CLIN 0003 simply instructs HomeSource to prepare a bill during the 
month the property reconciles and does not address the marketing fee rate. The contract, as 
amended, called for marketing fees to be dependent on the date of property acquisition. 
Modification 9 made clear that the date of settlement has no impact on the marketing fee for 
a particular property. Reading the contract as a whole, according a reasonable meaning to 
all terms, and assuming that no contract provision is made inconsistent, superfluous, or 
redundant, we find HomeSource’s interpretation unreasonable. 
As a secondary matter, this claim fails for another reason. We construe the releases 
signed by HomeSource as inclusive of all marketing fees, which, in the absence of contrary 
evidence was a foreseeable element of cost. There was no reservation of rights associated 
with modification 9. It is well settled that a contractor who executes an unconditional release 
is barred from any additional compensation under the contract based on events occurring 
prior to the execution of the release. Northwest Marine, Inc. , ASBCA 40505, 94-3 BCA 
¶ 27,036. HomeSource did not address the release issue and the record does not establish that 
HomeSource reserved its rights associated with this claim. We find that this claim is barred 

 
               
  
 
            
            
             
             
         
 
           
           
           
          
                
             
          
             
             
              
     
          
             
             
          
     
     
   
            
               
          
  
7 CBCA 859 
by the release in modification 9, and grant HUD’s motion for summary relief with regard to 
this claim. 
Additional Background 
The contract stated that HomeSource “shall assist HUD in the disposition of properties 
through a variety of discount sales programs that support HUD’s mission of preserving 
communities and promoting affordable housing.” Appeal File, Exhibit 2.1 at 66, 67; RSUF 
¶ 23. One such method of disposal was the Officer/Teacher Next Door (OND/TND) 
program. Id. Specifically, contract section C.5.4.2.2.1 states: 
The Contractor shall offer single-unit properties located in the Revitalization 
Areas to eligible purchasers under the OND/TND programs at a fifty (50) 
percent discount off the list price. Eligible purchasers under the OND/TND 
programs include (i) full time law enforcement officers (ii) full time teachers, 
(iii) qualified nonprofit organizations and governmental entities . . . . 
Appeal File, Exhibit 2.1 at 67. The contract provides that from “time to time, HUD may 
amend, add, or discontinue use of some discount sales programs.” Id. at 66. 
During performance, the parties agreed to modify the OND/TND program several 
times. Bilateral modification 7, effective December 28, 2005, made pursuant to the Changes 
clause, at no additional cost, altered the OND/TND program to include fire fighters and 
emergency medical technicians as eligible purchasers. Appeal File, Exhibit 2.8 at 1. 
This modification also included the following: 
Adequate consideration for the issuance of this modification is provided as 
both HUD and the contractor have agreed to changes that will stream line [sic] 
the business processes of both . . . [HUD and HomeSource] as well as 
providing both financial benefit and detriment. 
Appeal File, Exhibit 2.1 at 1. 
Modification 10 to the contract, effective January 3, 2007, and made pursuant to the 
Changes clause, at no additional cost, renamed the OND/TND program the Good Neighbor 
Next Door (GNND) program. Appeal File, Exhibit 2.11 at 1, 69. This modification also 
altered the contract language relating to section C.5.4.2.2.3.2, “Selection of Winning 
Bidder,” and stated: 

 
                
        
               
      
                    
             
              
             
         
        
          
              
          
               
                  
                
          
              
              
      
              
         
        
      
             
        
            
8 CBCA 859 
At the end of the five (5) day Lottery Period, . . . [HomeSource] shall select by 
random drawing of lots, one winning Offeror and, if there are sufficient bids, 
at least one back up Offeror and, in the case of GNND, two back up Offerors, 
as follows . . . . 
Id. at 69. According to the CO, the effect of this change was that if more than one offer was 
submitted under the lottery process, HomeSource would be required to maintain at least two 
offers as backups should the winning bidder fail to complete the transaction. Id., Exhibit 
4.26. The CO also represented that HUD staff evaluated this modification and concluded 
that it would not increase HomeSource’s performance costs. Id. 
HomeSource subsequently requested, inter alia , an equitable adjustment totaling 
$319,200 for increased costs associated with modification 10, including $26,000 for 
“additional home office and overhead effort.” Appeal File, Exhibit 3.13 at 3, 4. 
HomeSource asserted that it was entitled to the claimed amount because: 
• [it] receives an average of 25 listings per month x 12 = 300 per year 
• Of those 300, 70% are . . . (revitalization areas) which is 210 . . . per year 
• Of the 210 . . . 50% of them would normally fall out; however, under the 
terms of the modification now there will be no fall outs 
• Our average sales price is 120% of the average appraised value. On Direct 
Sales we only receive 100% of the appraised value which leaves us with a 20% 
deficit in billable marketing fees 
• By selling 105 properties at 20% less than the normal average sales price, the 
loss to us per year is $80,400 in billable 
• Additional home office and overhead effort = $26,000 
• $106,400 x 3 years = $319,200 
Id. HomeSource offered no proof, such as overhead expenses, labor expenses, and business 
records, to support the reasonableness of these estimates. 
By letter dated June 26, 2007, the CO denied this claim, stating that: 

 
              
       
            
           
              
      
           
               
          
      
             
            
             
            
            
             
             
    
           
           
      
               
          
           
            
               
      
9 CBCA 859 
We have researched your basis for this request and find it lacks merit and is 
based on incorrect information . . . . 
Although 70% of the properties acquired in the contract area are located in 
revitalization areas, only 20-30% of those properties were sold at a discount. 
Just because a property is located in a revitalization area does not mean that it 
will sell for a discount. 
As shown in the spreadsheet, the percentage of GNND (OND/TND) sales as 
a percentage of total sales was 19% for 2005, 10% for 2006 and 10% for 2007 
(year to date).  Furthermore, the percentage of . . . sales and other discounted 
sales to non-profit organizations range from 7-10%. 
HomeSource is correct in its assertion that the average sales price on a non-
discounted sale exceeds the average sales price of a discounted sale. However, 
you are not penalized for the discounted sale as your fee is based on 100% of 
the appraised value and not the discounted price. HUD’s data reveals that the 
average sales price as a percentage of appraised value on a property sold 
without a discount is not 120%, but ranges between 89-113%. And the 
average sales price as a percentage of appraised value is higher for a property 
located in a revitalization area than for properties that are not located in a 
revitalization area. 
Your REA [request for equitable adjustment], as submitted, lacks merit as the 
percentage of discounted sales, particularly GNND type sales, is small and the 
projection provided by your firm is incorrect. 
Appeal File, Exhibit 1.1 at 1-3. The CO reasoned that HomeSource’s claim was based on 
“faulty logic and faulty figures,” and lacked documentary support. Id. 
On appeal, HomeSource reduced this claim. Appellant’s Opposition at 6. 
HomeSource has estimated that modification 10 increased its costs of performance in the 
amount of $109,375 for two of the three remaining years of the contract based on 2006 
figures.  ASUF ¶ 8; Affidavit of Deborah Caruso (June 25, 2009) ¶¶ 9, 10.  HomeSource’s 

 
              
               
         
             
 
           
              
              
                  
           
             
            
            
           
          
             
            
          
  
             
            
               
      
                
               
              
                 
            
           
                 
             
           
    
10 CBCA 859 
estimate includes $52,000 for home office overhead. Id.3 Homesource does not address 
how modification 10 caused it to increase its workforce or perform the contract in a manner 
different from that anticipated at the time of preparing its bid.  The record does not include 
HomeSource’s actual cost records for 2006 or other hard numbers to document the estimated 
damages. 
Increased Costs 
HomeSource alleges that modification 10 increased its cost of performance; it claims 
entitlement to relief under the Changes clause. Complaint ¶ 7.b. HomeSource asserts that 
modification 10 required it to increase its workforce and perform work in a manner different 
from the one it anticipated. Id. ¶ 15. The Government asserts that HomeSource, as the party 
requesting the equitable adjustment, has the burden of establishing a causal connection 
between modification 10 and the alleged increased cost of performance. HUD maintains that 
HomeSource has failed to provide any factual support to establish either entitlement or 
quantum in this appeal and summary relief is appropriate. Respondent’s Motion for 
Summary Relief (Respondent’s Motion) at 9. The Government further maintains that 
HomeSource’s estimated increased costs are based on incorrect information and lack 
adequate factual support. The Government asserts that HomeSource has failed to show its 
actual costs to perform modification 10 or otherwise support its estimates, even after 
discovery. 
HomeSource, in its response to the Government’s motion, simply reiterates its 
argument as to entitlement; it does not address the Government’s assertion that its claim is 
based on incorrect and unsupported estimates. HomeSource has offered no other proof, such 
as payroll and financial records, documenting the alleged damages. HomeSource did not 
address its planned versus actual costs to perform this work; nor did it explain how it 
computed the home office overhead claim. Conclusory allegations and attorney arguments 
are insufficient to overcome a motion for summary relief. Celotex Corp. , 477 U.S. at 322-23. 
The affidavit by Ms. Caruso repeats the argument by counsel and does not suffice to defend 
the motion, either. As the Supreme Court has explained, summary relief must be entered, 
“after adequate time for discovery and upon motion” - - both of which are present here - ­
3 HomeSource asserts that it is willing to “forgo its damages associated with this 
claim except the added actual employee expense (associated with additional work performed 
by . . . . Stellar Carver, which is $78,000 for the three years ($26,000 per year)).” ASUF 
¶ 53. A single pay stub for Ms. Carver was attached to HomeSource’s submission. 
HomeSource has offered no other proof, such as annual pay records, documenting 
Ms. Carver’s yearly salary. 

 
            
  
                
            
         
    
             
             
             
               
               
            
                
             
               
 
          
         
               
            
              
                
                
                  
              
     
           
             
                
           
          
         
           
           
11 CBCA 859 
against a party who fails to make a showing sufficient to establish the 
existence of an element essential to that party’s case, and on which that party 
will bear the burden of proof at trial. In such a situation, there can be “no 
genuine issue as to any material fact,” since a complete failure of proof 
concerning an essential element of the nonmoving party’s case necessarily 
renders all other facts immaterial. 
Celotex Corp. , 477 U.S. at 322-23. To receive an equitable adjustment from the 
Government, a contractor must show resultant injury, as well as liability and causation. 
Servidone Construction Corp. v. United States , 931 F.2d 860, 861 (Fed. Cir. 1991). 
HomeSource has failed to make the requisite showing that it can establish these three matters. 
By failing to address the Government’s point that the claim is based on estimates which are 
illogical and faulty, and failing to offer justification for its estimated damages, HomeSource 
has not met its burden of showing a rational way of determining the value of whatever injury 
may have resulted from this modification. See P&C Placement Services, Inc. v. Social 
Security Administration , CBCA 391, 07-1 BCA ¶ 33,492. We grant HUD’s motion as to this 
claim. 
Additional Background 
Section B.9 sets forth the property management performance requirements. A 
contractor who performs significantly above the minimum key performance measures may 
earn incentive payments. Appeal File, Exhibit 2.1 at 8. The incentive payments are based 
on HomeSource’s quarterly average Special Property Inspection (SPI) score. Id. According 
to the contract, an SPI is a quality inspection of HUD properties performed by HUD 
inspectors. Id. at 24. If HomeSource received a SPI score of 90-94 for performance during 
a given quarter, it was entitled to an additional incentive payment of 3% of the total property 
management fee during that quarter. Id. at 8. If it received a quarterly SPI score of 95-100, 
it was entitled to an additional incentive payment of 5% of the property management fee 
during that quarter. Id. 
Bilateral modification 5, effective August 1, 2005, altered how to compute the 
incentive payments, so as to read that incentive payments are based on HomeSource’s SPI 
score and “quarterly minimum satisfactory rating (MSR) . . . .” Appeal File, Exhibit 2.6. 
The same score standards of 90-94 for 3% incentive and 95-100 for 5% incentive were still 
applicable. Id. This modification also contained the following release: 
Contractor’s Statement of Release: In consideration of the modification 
agreed to herein as complete equitable adjustment for this change order, the 
Contractor hereby releases the Government from any and all liability under this 

 
         
         
            
         
            
           
           
            
        
       
 
             
            
               
            
               
               
              
   
                  
           
           
              
              
             
            
               
           
          
12 CBCA 859 
contract for further equitable adjustments attributable to such facts or 
circumstances giving rise to the settlement of this change order. 
Id. 
Bilateral modification 13, executed by HomeSource on April 30, 2007, and HUD on 
May 1, 2007, but effective August 1, 2005, stated: 
a. Paragraphs 1 and 2 of Modification No. 0005 (which added Global 
Modification No. 3 to the contract) are hereby rescinded in their entirety 
effective August 1, 2005. Accordingly, incentives that were earned but not 
paid yet using the original incentives language . . . will be paid by HUD upon 
the contractor’s presentation of an acceptable and proper invoice. 
Appeal File, Exhibit 2.14; RSUF ¶ 49. 
By letter dated May 8, 2007, HomeSource wrote to the CO, stating, “I am writing to 
you concerning HomeSource’s increased costs arising from . . . what we have termed 
overzealous inspections.” Appeal File, Exhibit 3.17a. The letter also stated that 
“HomeSource has been set up for a fall based on the Government’s failure to properly adjust 
for all SPI disputes and properly scrub . . .  (HomeSource’s) inventory in calculating DOM 
(days on the market).” Id. HomeSource claimed it was entitled to $288,122.04. Id. 
On June 26, 2007, the CO issued a final decision denying this claim. Appeal File, 
Exhibit 1.1. The letter stated that modification 13 settled the payment of all incentive 
payments earned but not yet paid.  The CO stated that HomeSource had acknowledged this 
fact in its letter dated May 8, 2007. Id. The CO also stated that when HomeSource had 
raised concerns regarding DOM with respect to specific properties and brought those 
properties to HUD’s attention with proper documentation, HUD removed the properties from 
its calculation of HomeSource’s DOM. Id. The CO stated that HomeSource had presented 
no evidence that demonstrates it is entitled to any unpaid marketing bonuses or identified any 
properties at issue, much less the mathematical calculations supporting its claims. Id. 
On appeal, HomeSource amended this claim amount to $136,893.41. Complaint ¶ 7. 
There are no facts in the record which demonstrate the number of properties affected by the 
Government’s supposed failure, calculations as to the number of days the properties 
remained in inventory, or calculations which demonstrate the costs to HomeSource. 

 
       
          
           
          
 
             
             
                
              
              
            
            
             
         
         
            
                
             
                
             
              
 
             
  
                                                     
  
 
 
                                                                                                       
    
  
13 CBCA 859 
Unpaid Marketing Bonuses and Property Management Incentive Payments 
HomeSource asserts that it is owed unpaid marketing bonuses and property 
management incentive payments. Complaint ¶ 7; Appellant’s Opposition at 6. 
The Government maintains that HomeSource’s contentions are without merit. The 
Government argues that as a result of modification 13, HomeSource was retroactively paid 
all earned incentive payments from August 1, 2005, through May 1, 2007. Respondent’s 
Motion at 11; Appeal File, Exhibit 4.26. The Government states further that HomeSource 
conceded this fact in a letter dated May 8, 2007. Appeal File, Exhibit 3.19 at 6; 
Respondent’s Motion at 11. It also maintains that HomeSource has failed to demonstrate that 
it is owed any unpaid marketing bonuses. The Government states that it requested on 
numerous occasions the specific factual details for this claim but has received nothing. 
HomeSource, in an affidavit by Ms. Caruso and its response to the Government’s 
motion, simply reiterates its argument as to entitlement; it does not address the Government’s 
assertions concerning the property management incentive payments and marketing bonuses. 
Concerning the claim for property management incentive payments and unpaid 
marketing bonuses, HomeSource has failed to make the requisite showing that it can 
establish any of the three matters we identified as essential to proving its claim - - liability, 
causation, and resultant injury. By failing to offer justification for its damages, HomeSource 
has not met its burden of showing a rational way of determining the value of whatever injury 
may have resulted the Government’s actions. Ferring B.V. v. Barr Laboratories, Inc. 437 
F.3d 1181, 1193 (Fed. Cir. 2006). We grant HUD’s motion as to this claim. 
Decision 
We grant the Government’s motion for summary relief on all three counts. This 
appeal is DENIED . 
JEROME M. DRUMMOND 
Board Judge 
We concur: 
BERYL S. GILMORE ANTHONY S. BORWICK 
Board Judge Board Judge