MOTION FOR SUMMARY RELIEF DENIED: April 15, 2009 
CBCA 1230 
WEST RIDGE, LLC, 
Appellant, 
v. 
GENERAL SERVICES ADMINISTRATION, 
Respondent. 
Robert L. Kenny of Law Office of Robert L. Kenny, San Diego, CA, counsel for 
Appellant. 
Mel Myers, Office of General Counsel, General Services Administration, Washington, 
DC, counsel for Respondent. 
Before Board Judges DANIELS  (Chairman), BORWICK, and HYATT . 
DANIELS , Board Judge. 
The General Services Administration (GSA), respondent, asks the Board to deny, on 
motion for summary relief, an appeal filed by West Ridge, LLC (West Ridge), the lessor of 
office space to the agency.  Because the facts of the case do not permit the straightforward 
interpretation of the lease that GSA suggests, we deny the motion. 
Background 
On December 2, 2005, GSA issued a solicitation for offers to lease approximately 
6255 rentable square feet of space for government offices in the San Diego, California, 

 
    
 
  
 
 
 
 
 
2 CBCA 1230 
metropolitan area.  In addition to requesting “[a] lease rate per square foot for the building 
shell rental, fully serviced,” Appeal File, Exhibit 1 at 6, the solicitation contained several 
provisions regarding a tenant improvement allowance.  Among them were the following: 
1.9	 TENANT IMPROVEMENTS (SEP 2000) 
A.	 The Tenant Improvement Allowance shall be used for building out the 
Government-demised area in accordance with the Government-
approved design intent drawings.  All Tenant Improvements required 
by the Government for occupancy shall be performed by the successful 
Offeror as part of the rental consideration . . . . 
B.	 The Tenant Improvement Allowance shall include all the Offeror’s 
administrative costs, general contractor fees, subcontractor’s profit and 
overhead costs, Offeror’s profit and overhead, design costs, and other 
associated project fees necessary to prepare construction documents to 
complete the Tenant Improvements. . . .  NO COSTS ASSOCIATED 
WITH THE BUILDING SHELL SHALL BE INCLUDED IN THE 
TENANT IMPROVEMENT PRICING. 
* * * 
1.7	 HOW TO OFFER (SEP 2000) 
E.	 IMPORTANT CLARIFICATIONS TO OFFER REQUIREMENTS: 
1.	 Rate structure . . . shall include the following: 
. . . . 
d.	 The annual amortized cost of the Tenant Improvement 
Allowance.  Such amortization shall be expressed as a 
cost per usable and rentable square foot per year.  Tenant 
Improvements shall be all alterations for the 
Government-demised area above the building shell 
buildout.  The maximum Tenant Alteration Allowance 
shall be $44.81 per ANSI/BOMA Office Area square 
foot.  Such alterations shall be described and identified 
in the drawings used to construct the Government-
demised area.  The Tenant Alteration Allowance, which 

   
 
 
  
 
 
 
  
3 CBCA 1230 
is to be provided by the Lessor to the Government for 
Tenant Improvements, shall be made available at lease 
execution. 
* * * 
1.10	 TENANT IMPROVEMENT RENTAL ADJUSTMENT (SEP 2000) 
A.	 . . . . 
1.	 The Government, at its sole discretion, shall make all decisions 
as to the usage of the Tenant Improvement Allowance.  The 
Government may use all or part of the Tenant Improvement 
Allowance.  The Government may return to the Lessor any 
unused portion of the Tenant Improvement Allowance in 
exchange for a decrease in rent according to the amortization 
rate over the firm term. 
. . . . 
4.	 Payment will not be made by the Government in instances where 
the Government accepts fixtures and/or other Tenant 
Improvements already in place. 
Id. at 6-7. 
West Ridge, LLC responded to this solicitation on January 6, 2006, with a proposal 
to lease space in a building it owned in Rancho Bernardo, California.  The proposal 
contained this provision regarding tenant improvements: “Lessor shall contribute up to 
Twenty Dollars ($20.00) per square foot for the remodeling of the interior premises.  The 
Lessor may agree to provide additional amortized tenant improvement dollars to the 
premises.”  Appeal File, Exhibit 2 at 2. 
On March 9, 2006, GSA re-opened the offering period for this solicitation and 
provided to West Ridge a copy of amendment 1 to the solicitation.  Appeal File, Exhibit 3. 
GSA called to West Ridge’s attention paragraph 1.7 of the solicitation, as modified by 
amendment 1.  The amendment modified paragraph 1.7.E.1.d, set out above, by deleting from 
the sentence, “The maximum Tenant Alteration Allowance shall be $44.81 per ANSI/BOMA 
Office Area square foot,” the word “maximum.”  Compare id. , Exhibit 1 at 6, with id. , 
Exhibit 4 at 4 of amend. 1. 

   
   
  
 
 
 
 
      
  
4 CBCA 1230 
On March 22, 2006, West Ridge submitted a proposal in a format considerably more 
extensive than the format in which its initial proposal was presented.  Appeal File, Exhibit 4. 
Included in the proposal was a GSA form 1364, completed with the following information: 
-­ In box 8A, “Shell rental rate,” West Ridge offered 6202 rentable square feet. 
-­ In box 8B, “Amortized tenant buildout,” under “sq. ft. per year (rentable),” 
West Ridge inserted “$3.24,” and under “total annual amount,” it inserted 
“$20,094.80,” the product of 6202 times $3.24. 
-­ Within the spaces entitled “Space buildout & amortization,” West Ridge 
inserted the following numbers: 
Box 9A, “TI Allowance/u.s.f. (See Section 1. Of the SFO)”: $14.81 
Box 9B, “Minimum U.S.F. Required (for evaluation purposes)”: 5440 
Box 9C, “Total T.I. Allowance (9A x 9B)”: $80,566 
Box 9D, “Amort. rate”: 9% 
Box 10, “Amort. of tenant buildout”: $3.24/r.s.f. (per year) 
-­ In box 12b, West Ridge stated: “Offeror’s estimated total buildout cost to 
prepare the space for Government occupancy $14.81 (see 9A) and estimated 
amortization rate for buildout 9% (see 9D).  **Offer Includes $30.00 per 
square foot in the Shell Rate.” 
-­ Within box 21, “Alternates - additional remarks or conditions with respect to 
this offer,” West Ridge stated: “The Landlord will provide a total Tenant 
Improvement Allowance of $44.81 per usable square foot.  The amount of 
$30.00 per square foot is included in the shell rate.  Additionally, $14.81 per 
usable square foot, shall be amortized at 9% per annum over the firm lease 
term.” 
Id. at GSA form 1364. 
West Ridge’s proposal was written by Bruce Sanders, a commercial real estate broker 
who has served as the exclusive broker for West Ridge since 1999, and approved by Barbara 
Schuyler, West Ridge’s managing member. Declaration of Bruce Sanders (undated, but filed 

 
  
 
    
 
  
 
  
  
 
 
 
        
 
  
      
   
   
  
 
 
       
5 CBCA 1230 
Feb. 17, 2009) ¶¶ 1-2, 11-14; Declaration of Barbara Schuyler (Feb. 12, 2009) ¶¶ 1-2, 9. 
According to Mr. Sanders and Ms. Schuyler, West Ridge intended in this proposal “to satisfy 
the total tenant improvement allowance using the existing improvements in the space that it 
valued at $30.00 per square foot; and West Ridge would make up the difference by paying 
an additional $14.81/s.f., which would be amortized over the firm lease term.”  Sanders 
Declaration ¶12; Schuyler Declaration ¶ 9. 
After GSA received West Ridge’s March 22, 2006, proposal, the agency contracting 
officer recently assigned to the procurement, Charles D. Knauer, evaluated the offer.  Mr. 
Knauer understood that West Ridge was offering a tenant improvement allowance of $14.81 
per square foot and proposed to amortize $80,566 of rent for this allowance.  He decided that 
the allowance should be addressed in negotiations.  Deposition of Charles D. Knauer 
(Oct. 23, 2008) at 52-57; Appeal File, Exhibit 6.  Mr. Knauer then wrote a letter to Ed 
McBee of JEM & Associates calling for negotiations and stating that the tenant improvement 
cost would be addressed.  Appeal File, Exhibit 5. 
Mr. McBee’s role in this drama was perceived differently by the various actors.  Mr. 
Knauer thought that Mr. McBee was representing West Ridge.  Appeal File, Exhibit 25 at 
2, 3, 5; Knauer Deposition at 103-04.  Ms. Schuyler says that West Ridge has never had a 
broker relationship with Mr. McBee, however.  Schuyler Declaration ¶ 2.  She and Mr. 
Sanders thought Mr. McBee was working for GSA.  Id. ¶ 4; Sanders Declaration ¶ 3.  Mr. 
McBee testified at his deposition that he is a real estate broker who specializes in tenant and 
buyer representation and had assisted GSA in finding space previous to this affair.  He said 
that he had no formal written agreement with GSA or West Ridge and had been helping Mr. 
Knauer’s predecessor as contracting officer by being “just a finder” who served as the 
contact point for transmitting the solicitation from GSA to offerors like West Ridge. 
Deposition of Ed McBee (Oct. 22, 2008) at 6-8, 13-14, 40, 56. 
Mr. McBee was present, along with Mr. Knauer, Mr. Sanders, and Ms. Schuyler, for 
the negotiation session on May 4, 2006. What transpired there, with regard to the tenant 
improvement allowance, is in dispute.  
-- Mr. Knauer’s version:  He made clear that the Government was going to gut 
the space it would rent and planned to use an allowance of $44.81 per square foot to 
build out the space anew. He told the West Ridge representatives they needed to 
increase the number in box 9A of form 1364 (tenant improvement allowance per 
square foot) to $44.81.  He explained that no costs associated with the building shell 
could be included in the allowance.  The West Ridge representatives said they 
understood this and would revise their offer. Knauer Deposition at 91-97, 108-09. 

 
 
 
 
 
           
           
      
 
 
 
       
 
  
  
6 CBCA 1230 
-- Mr. McBee’s version:  Mr. Knauer understood that West Ridge had offered to 
satisfy the requirement for the tenant improvement allowance with a credit for part of 
the amount specified in the solicitation.  At the meeting, Mr. Knauer noted that no 
credit would be allowed for existing tenant improvements and “explained pretty 
clearly what GSA was looking for.”  McBee Deposition at 25, 30, 42, 68-69.  
-- Mr. Sanders’ and Ms. Schuyler’s version:  
During the meeting Mr. Knauer discussed the definitions of “shell” and 
“tenant improvements.”  He asked us if we understood the difference, 
and I told him we did. . . .  Mr. Knauer never said that GSA expected 
West Ridge to “gut” its space and then rebuild it using the tenant 
improvement allowance.  Nothing Mr. Knauer said at the meeting 
indicated to me that West Ridge’s proposal to pay a tenant 
improvement allowance of $14.81/s.f. to modify the existing 
improvements was unacceptable to GSA. 
Sanders Declaration ¶ 16; see also  Schuyler Declaration ¶ 10. 
Following this meeting, Mr. Knauer requested best and final offers. Appeal File, 
Exhibit 7.  On May 12, 2006, West Ridge submitted its best and final offer, which included 
a form 1364.  Id. , Exhibit 8. The entries in boxes 8A, 8B, 9A-D, 10, 12b, and 21 of the form 
1364 were unchanged from the firm’s March 22 offer.  Compare id. , Exhibit 4, with id. , 
Exhibit 8. 
Mr. Knauer reviewed West Ridge’s best and final offer.  In doing so, he says, he 
noticed that the entries regarding the tenant improvement allowance had not changed. 
Knauer Deposition at 114-15.  What he did about this situation is in dispute.  
-- Mr. Knauer tells this story:  At some time prior to May 17, he called Ed McBee 
and asked why the numbers had not changed.  Mr. McBee asked for time to verify 
West Ridge’s intention. Mr. McBee later called back and “advised [Mr. Knauer] that 
this is how [West Ridge] wanted to structure the deal, but [GSA was] going to get the 
44.81 for [its] tenant improvement allowance.”  Knauer Deposition at 115-16; see 
also  Appeal File, Exhibit 25 at 5.  Mr. Knauer considered this statement to be a 
confirmation that GSA would receive the allowance it expected; with this 
confirmation, a modification of the form 1364 was unnecessary.  Knauer Deposition 
at 117-20; Appeal File, Exhibit 25 at 5.  Mr. Knauer also testified that in a meeting 
on May 17, after the telephone conversations had taken place, Mr. McBee again 
confirmed that West Ridge was giving GSA a tenant improvement allowance of 

 
 
  
 
  
    
 
  
   
   
  
   
  
 
   
 
    
   
 
    
 
   
    
      
7 CBCA 1230 
$44.81 per square foot.  Knauer Deposition at 121-22.  In October 2006, Mr. Knauer 
gave a slightly different version of what had transpired: “This was addressed in 
letters.  Ed McBee was to make the corrections to GSA Form 1364.  It never 
happened.”  Appeal File, Exhibit 17.  
-- Mr. McBee insists that he had no involvement in the preparation of West 
Ridge’s proposal, did not have several conversations with Mr. Knauer regarding West 
Ridge’s form 1364, and did not give Mr. Knauer a verbal assurance that West Ridge 
was going to provide a tenant improvement allowance of $44.81 per square foot. 
McBee Deposition at 22-23, 43-46.  Mr. McBee stated emphatically, “I certainly 
never made any assurances regarding the tenant improvement allowance.”  Id. at 46. 
On May 17, 2006, Mr. Knauer wrote to a representative of the Army Corps of 
Engineers, requesting concurrence (on behalf of the prospective tenant, the Marine Corps) 
in accepting a lease for the space West Ridge had offered. In this letter, Mr. Knauer said that 
the Marine Corps would receive a maximum tenant improvement allowance of $44.81 per 
square foot.  He described the cost of tenant improvements as “$9.79 per r.s.f. per annum,” 
rather than the $3.24 figure included in West Ridge’s proposal.  He also quoted a “building 
shell rate” of $25.06 per rentable square foot, considerably less than the $31.62 proposed by 
West Ridge.  Appeal File, Exhibit 57; see id. , Exhibit 8 at 1 of GSA form 1364.  At his 
deposition, Mr. Knauer explained that to arrive at these figures, he had moved $30 per square 
foot from the shell rate to the tenant improvement allowance and had amortized that amount 
over the firm lease term.  Knauer Deposition at 142-46. 
West Ridge and GSA entered into the lease in question on July 18, 2006.  Appeal File, 
Exhibit 9.  The lease incorporates the solicitation, as amended.  Id. at 2.  It includes a clause 
entitled “Tenant Improvement Allowance” which provides, “The maximum Tenant 
Improvement Allowance has been established by Paragraph 1.7, ‘How To Offer.’  The 
Tenant Improvement Allowance shall be amortized over the five (5) year firm term of the 
lease agreement at an interest rate (amortization rate) of 9% per year.”  Id. at 3.  Paragraph 
1.7, as amended by amendment 1, see above, includes the sentence, “The Tenant Alteration 
Allowance shall be $44.81 per ANSI/BEMA Office Area square foot.”  Id. at 9-11.  The 
lease also includes the solicitation itself, which provides that the lease shall consist of five 
items, one of which is “the pertinent provisions of the offer.”  Id. at 9 of solicitation. 
Additionally, the lease includes an Integrated Agreement clause which states, “This Lease, 
upon execution, contains the entire agreement of the parties and no prior written or oral 
agreement, express or implied, shall be admissible to contradict the provisions of the Lease.” 
Id. at 5 of GSA form 3517B. Although the lease states a total annual rent, id. at 1, it does not 
break out any elements of that rent. 

  
 
     
   
 
  
 
 
      
  
  
 
   
 
 
 
       
   
 
             
  
 
   
       
8 CBCA 1230 
In October 2006, during construction of tenant improvements, West Ridge became 
aware for the first time of a dispute regarding the size of the tenant improvement allowance. 
Sanders Declaration ¶ 25; Sculler Declaration ¶ 15; see also  Appeal File, Exhibit 17.  West 
Ridge completed the improvements and provided to GSA an allowance of $240,459.51, or 
$44.40 per square foot, to cover their costs.  Appeal File, Exhibit 23. West Ridge reserved 
the right to recover, however, the difference between this amount and the amount for which 
it believed it was responsible.  Id. , Exhibits 20, 52.  On April 26, 2007, it submitted a claim 
for this difference, $162,123.51.  Id. , Exhibit 24 at 2-14. 
Discussion 
Resolving a dispute on a motion for 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 justifiable inferences must be drawn in favor of the nonmovant.  Celotex Corp. v. 
Catrett , 477 U.S. 317 (1986); Anderson v. Liberty Lobby, Inc. , 477 U.S. 242 (1986).  
In its motion, GSA contends that under these standards, it is entitled to prevail because 
the lease is plainly written, unambiguously provides for a tenant improvement allowance of 
$44.81 per square foot, is complete, and is fully integrated.  The agency insists that what 
West Ridge entered in box 21 of GSA form 1364 is of pivotal importance: “The Landlord 
will provide a total Tenant Improvement Allowance of $44.81 per usable square foot.  The 
amount of $30.00 per square foot is included in the shell rate.  Additionally, $14.81 per 
usable square foot, shall be amortized at 9% per annum over the firm lease term.”  By this 
entry, GSA says, West Ridge clearly committed itself to providing the entire $44.81 in tenant 
improvement allowance required by the solicitation.  Further, according to the agency, the 
lessor’s interpretation that it was providing a credit of $30 per square foot cannot be accepted 
because it would render sections 1.9 and 1.10 of the solicitation (which were incorporated 
into the contract) inoperative; section 1.10 prohibits including part of the allowance in the 
shell rate.  GSA maintains that even if the Board finds the lease ambiguous, it must under the 
rule of contra proferentem  construe the ambiguity against West Ridge because the lessor’s 
drafting created the ambiguity. 
As West Ridge points out in opposing the motion, matters are not as clear as GSA 
would have us believe.  The lessor’s offer contained several provisions in addition to box 21 
of GSA form 1364, and reading those other provisions in conjunction with the entry in box 
21, it is entirely possible to conclude that West Ridge was offering a tenant improvement 
allowance of only $14.81 per square foot and taking a credit of $30 for tenant improvements 
already made (for which GSA would be paying through the shell rate).  Indeed, this is the 
understanding that contracting officer Knauer maintained throughout virtually the entire time 

         
   
 
       
        
      
 
  
  
  
 
  
     
  
 
9 CBCA 1230 
that the procurement process was unfolding. (He also understood that West Ridge’s terms 
conflicted with the solicitation’s requirements.)  Mr. Knauer abandoned these 
understandings, according to his deposition testimony, only after Ed McBee confirmed that 
whatever West Ridge had said in its best and final offer, it was actually offering a tenant 
improvement allowance of $44.81 per square foot.  Mr. McBee has testified, however, that 
he never provided such confirmation, and on GSA’s motion for summary relief, we must 
accept his testimony as true. Thus, at this point in the proceedings, we must conclude that 
the contracting officer never had any reason for believing that West Ridge’s offer said 
anything other than what the appellant has maintained consistently. 
We also note that Mr. Knauer has acknowledged that the form 1364 was never 
changed to reflect whatever Mr. McBee told him, making his assertion that the offer was 
modified suspect.  Mr. Knauer’s explanation of the lease to the tenant agency, which is 
different from the interpretations of both parties as presented with reference to the motion 
for summary relief, lends additional credence to the idea that the document is not clear 
insofar as it addresses the tenant improvement allowance. 
Although the lease says that it is fully integrated, “contain[ing] the entire agreement 
of the parties,” the dispute over the meaning of the form 1364 submitted by West Ridge 
demonstrates that this characterization is not accurate.  The lease does not break out any 
elements of the rent, such as amortized portions of a tenant improvement allowance.  The 
lease does not incorporate West Ridge’s form 1364 explicitly; as close as it comes is 
incorporating the solicitation, which provides that the lease includes (among other items) “the 
pertinent provisions of the offer.”  What those “pertinent provisions” are goes unsaid.  Thus, 
we cannot tell what is integrated in the lease. The document is obviously incomplete, so the 
integration clause loses its value.  Barron Bancshares, Inc. v. United States , 366 F.3d 1360, 
1375 (Fed. Cir. 2004). 
To the extent that the lease may be ambiguous insofar as it addresses the tenant 
improvement allowance, we caution that application of the rule of contra proferentem  may 
not be appropriate.  This rule, which requires that ambiguities in a document be resolved 
against the drafter, is not applicable where the ambiguity is patent -- so glaring as to raise a 
duty to inquire.  HPI/GSA-3C, LLC v. Perry , 364 F.3d 1327, 1334 (Fed. Cir. 2004); Metric 
Constructors, Inc. v. National Aeronautics & Space Administration, 169 F.3d 747, 751 (Fed. 
Cir. 1999).  If contracting officer Knauer’s deposition testimony is accurate, the problems 
he saw in West Ridge’s proposal were so glaring that he did inquire about them and direct 
that they be removed. 

   
   
    
 
       
  
 
10 CBCA 1230 
It may well be that there was never a meeting of the minds as to this lease. 1   If Mr. 
Knauer is to be believed, he understood that the structure of West Ridge’s offer was 
inconsistent with the requirements of the solicitation, informed West Ridge of this 
understanding, and directed that the offer be revised to meet those requirements.  If the 
recollections of West Ridge’s representatives are accurate, the alleged information and 
direction never occurred.  In any event, Mr. Knauer, on behalf of GSA, accepted West 
Ridge’s offer.  What that offer was, and what that acceptance means, will have to await 
development of the record.  See Petula-Midrise IV, LLC v. General Services Administration, 
GSBCA 16085, 06-2 BCA ¶ 33,386, at 165,518. 
Decision 
GSA’s motion for summary relief is DENIED . 
_________________________ 
STEPHEN M. DANIELS 
Board Judge 
We concur: 
_________________________ _________________________ 
ANTHONY S. BORWICK CATHERINE B. HYATT 
Board Judge Board Judge 
1 West Ridge asserts that “[w]here the Government accepts an offer that it could 
have rejected as non-responsive, the award constitutes acceptance of a counter-offer and 
binds the Government to the terms of that counter-offer.”  Appellant’s Opposition to 
Respondent’s Motion for Summary Relief at 7.  In support of this proposition, the lessor cites 
Bob Vandiver Office Equipment Co. , GSBCA 4138, 75-1 BCA ¶ 11,004 (1974).  While the 
proposition may be valid, Vandiver does not bind us.  That decision was issued under the 
small claims procedure and therefore has no value as precedent.  41 U.S.C. § 608(e) (2006); 
Rule 52(b) (48 CFR 6101.52(b) (2007)). We will appreciate further briefing as to the legal 
implications of the Government’s acceptance of a non-responsive offer.