THIS OPINION WAS INITIALLY ISSUED UNDER PROTECTIVE ORDER AND
IS BEING RELEASED TO THE PUBLIC IN ITS ENTIRETY ON 
SEPTEMBER 29, 2017
GRANTED: September 25, 2017
CBCA 4734
BELLE ISLE INVESTMENT COMPANY LIMITED PARTNERSHIP,
Appellant,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Diana Parks Curran of Curran Legal Services Group, Inc., Johns Creek, GA, counsel
for Appellant.
Elyssa Tanenbaum, Office of General Counsel, General Services Administration,
Washington, DC, counsel for Respondent.
Before Board Judges DANIELS (Chairman), SOMERS, and VERGILIO.
SOMERS, Board Judge.
Belle Isle Investment Company Limited Partnership (Belle Isle, lessor) appeals from
a contracting officer’s decision denying its claim for additional payments under a lease
entered into with the General Services Administration (GSA) for a property located in
Columbus, Ohio.  The parties submitted cross-motions for summary relief, which we denied. 
Belle Isle Investment Co. v. General Services Administration, CBCA 4734, 16-1
BCA ¶ 36,416.  On December 6 and 7, 2016, we held a hearing on the merits in Chicago,
Illinois.  The record includes the pleadings, appeal file, supplemental appeal files, hearing
transcripts, and post-hearing briefs.   


CBCA 4734 2
Based upon the plain language of the terms of the lease and the lease extension
agreement between the parties, we grant the appeal.
Statement of Facts
I. The Initial Lease Agreement
On September 18, 1998, GSA and Belle Isle entered into lease no. GS-05B-16252 for
office, storage, and parking spaces.  The original lease required GSA to pay the lessor
“annual rent of $379,810.40 at the rate of $31,650.87 per month at a rate of $17.20 per net
rentable square foot (rsf), in arrears.”  The lease set an operating cost base for services of
$87,003.08 or $3.94 per net rentable square foot (operating cost base).  The operating cost
base of $87,003.08 was included within the annual rent of $379,810.40 in the first year. 
Every year after the first year, the operating cost base was to be adjusted by a formula
provided in the lease in paragraph 3.6, entitled “Operating Costs, GSAR 552.270-23 (JUN
1985)”:
(a) Beginning with the second year of the lease and each year after, GSA shall
pay adjusted rent for changes in costs for cleaning services, supplies, materials, 
maintenance, trash removal, landscaping, water, sewer charges, heating,
electricity, and certain administrative expenses attributable to occupancy. 
Applicable costs listed on GSA Form 1217, Lessor’s Annual Cost Statement,
when negotiated and agreed upon, will be used to determine the base rate for
operating costs adjustment. 
(b) The amount of adjustment will be determined by multiplying the base rate
by the percent of change in the Cost of Living Index.  The percent change will
be computed by comparing the index figure published for the month prior to
the lease commencement date with the index figure published for the month
which begins each successive 12-month period . . . . Payment will be made
with the monthly installment of fixed rent.  Rental adjustments will be
effective on the anniversary date of the lease.  Payment of the adjusted rental
rate will become due on the first workday of the second month following the
publication of the Cost of Living Index for the month prior to the lease
commencement date.
The lease also detailed how to calculate tax escalations, stating, in paragraph 12 of
attachment A, that “[t]ax [e]scalation will be paid via a lump-sum to the Lessor for its share
of the increases in real estate taxes paid for the calendar year in which this lease

CBCA 4734 3
commences.”  Supplemental lease agreement one established the lease term from April 1,
1999, to March 31, 2014 (original term).
Every year from 2000 until 2014, GSA paid an annual rent of $379,810.40 in monthly
rent payments.  Testimony at the hearing established that beginning in the second year of the
lease, GSA paid an “operating cost adjustment” or “adjusted rent” in addition to the annual
rent.  GSA computed each year’s adjustment with reference to the consumer price index
(CPI).1  Although the parties quibble about the precise numbers GSA derived for each year’s
adjustment, they agree that essentially, the agency calculated the difference between the
initial CPI and the current year CPI, and paid that difference to Belle Isle as the operating
cost adjustment. 
GSA described these total annual rent payments beginning in the second year of the
lease as being made up of four components: “shell or base rent, operating cost base,
operating cost adjustment, and real estate tax base.”  By the end of March 31, 2014, the total
amount of adjustments to the operating cost base due to changes in the CPI was $3,051.16
per month or $36,613.92 annually.  
II. The Lease Extension
The parties began negotiations to renew the lease in November 2012.  In August,
2013, when negotiations appeared stalled, GSA issued a request for lease proposals.  Belle
Isle submitted the only proposal in response.
Indeed, Belle Isle submitted several proposals to GSA, all of which GSA rejected. 
Finally, with the tenant in holdover status, on September 10, 2014, the parties held a
teleconference.  As a result of that teleconference, GSA and Belle Isle agreed to a three-year
extension of the lease, with an annual rent of $22/rsf until September 30, 2014, and $24/rsf
for the remainder of the lease extension. 
The GSA contracting officer sent a draft lease amendment to Belle Isle by email on
September 14, 2014.  The contracting officer’s transmittal email message states in part:
“Please see attached draft LA no. 3 for extension of GSA Lease No. GS-05B-16252 at the
term and rates agreed to during our conference call on Wednesday, Sept. 10.  Please let me
know if this looks correct and I will forward a final version for execution.”
1 Although the lease refers to the “Cost of Living Index,” the correct term as
used by the Department of Labor is the Computer Price Index or CPI. 

CBCA 4734 4
The lease amendment stated:
WHEREAS, the parties hereto desire to amend the above Lease;
NOW THEREFORE, these parties for the considerations hereinafter
mentioned covenant and agree that the said Lease is amended, effective
04/01/2014, as follows: 
Lease Agreement No. 3 is issued to extend the current lease term three (3) -
years; eighteen (18) months firm term and to increase the base rent.
Thereafter, Paragraphs 2, 3, and 4 of Standard Form 2 of Lease GS-05B-
16252, are deleted in their entirety and substituted in lieu thereof,[2]
2. TO HAVE AND TO HOLD the said premises with their appurtenances for
the term beginning on April 01, 1999, through March 31, 2017 subject to
termination rights as may be hereinafter set forth.
3. The Government shall pay the Lessor annual rent, in arrears, according to
the following schedule:
Term Annual Rate Monthly Rate Rate/rsf
04/01/2014 - 09/30/2014 $485,804.00 $40,483.67 $22.00
10/01/2014 - 03/31/2017 $529,968.00 $44,164.00 $24.00
This Lease Amendment contains two (2) pages. 
All other terms and conditions of the lease shall remain in force and effect.
The lessor signed the amendment on September 15, 2014, and GSA signed on
September 29, 2014.  After the parties executed the lease amendment, GSA calculated the
annual increase in operating costs by adding the annual increase in operating costs to the
previous year’s annual rent.  In doing so, however, GSA only paid Belle Isle the increase in
cost adjustments between 2013 and 2014, rather than between 1999 and 2014.  
2 The deleted paragraphs 2, 3, and 4, which generally set forth the lease term,
annual payment, and termination rights, do not provide anything relevant to the current
issue.

CBCA 4734 5
When, on October 15, 2014, GSA notified Belle Isle of the amount of rent being
processed by GSA as payment due, Belle Isle’s representative, Mr. McCarty, immediately
disputed the amount.  On October 16, 2014, Mr. McCarty emailed the contracting officer,
stating in part: “Our recent exchange of emails makes it clear that your recollection and
understanding of the agreement reached in the September 10 teleconference and my
recollection and understanding of the agreement reached in the September 10 teleconference
are different. Nevertheless, it is much more important that the terms of the Lease Amendment
No. 3 and Lease No. GS-05B-16252 be applied.”   
A GSA realty specialist sent an email message to Belle Isle with a table reconciling
the payments that had been made with the payments that GSA calculated as being due under
the lease extension.  Upon review of GSA’s email message, Belle Isle responded, stating:
According to the Lease, the previous annual base rent was $31,650.87, which
is at the annual rate of $17.20/SF.  Lease Amendment No. 3 changed the
annual rent from $17.20/SF to $22.00/SF for the six months from April
through September, which is $485,804/year and $40,483.67/month.  And Belle
Isle Investment Company is due the difference between $40,483.67, and
$31,650.87, which is $8832.80/month [times] six months = $52,996.80.
The monthly Rent Paid in your calculation . . . includes $3,051.16 in
accumulated CPI adjustments to April 1, 2014, and an additional adjustment
for the change in CPI from April 1, 2013 to April 1, 2014 is due, as well.  The
Lessor is due the difference in base rent, and GSA does not get credit for the
CPI adjustment, which is not part of base rent.
GSA responded stating that Belle Isle “has received operating costs adjustments throughout
the full term of the lease as part of the annual rent GSA paid.”   
III. Belle Isle’s Claim
On October 31, 2014, Belle Isle filed a claim with the contracting officer for
$71,769.85, representing the operating cost adjustments owed for the approximately two and
a half years of the extension pursuant to the terms of the lease and lease extension.  The

CBCA 4734 6
contracting officer denied the claim on February 3, 2015, and Belle Isle timely appealed to
the Board.  Belle Isle now seeks $85,432.48 for the unpaid operating cost adjustments.3  
Discussion
I. Plain Language of the Contract
Belle Isle claims that GSA breached the lease by failing to pay “adjusted rent.”  Belle
Isle posits that the “adjusted rent” must include the annual rent plus the adjusted operating
costs for each month of the extended lease.  GSA disagrees, alleging that the parties had
increased the base annual rent to account for the cumulative operating costs and that a new
base rate for operating costs was established.  Although the parties agree that operating cost
adjustments would continue to be calculated and paid in the same manner as was done in the
original lease, they disagree as to the base rate to be used in those calculations. 
We look to the language of the lease to resolve this dispute.  The starting point for
contract interpretation is “the plain language of the agreement.”  Foley Co. v. United States,
11 F.3d 1032, 1034 (Fed. Cir. 1993); Gould, Inc. v. United States, 935 F.2d 1271, 1274 (Fed.
Cir. 1991).  In interpreting a contract, “the document must be considered as a whole and
interpreted so as to harmonize and give reasonable meaning to all of its parts.”  NVT
Technologies, Inc. v. United States, 370 F.3d 1153, 1159 (Fed. Cir. 2004).  The meaning of
the contract is determined by “an objective reading of the language of the contract, not by
one party’s characterization of the instrument.”  Varilease Technology Group, Inc. v. United
States, 289 F.3d 795, 799 (Fed. Cir. 2002); Travel Centre v. Barram, 236 F.3d 1316, 1319
(Fed. Cir. 2001).  When the contract language is unambiguous, the plain language controls
and the Board does not need to look to extrinsic evidence.  TEG-Paradigm Environmental,
Inc. v. United States, 465 F.3d 1329, 1338 (Fed. Cir. 2006); see Craft Machine Works, Inc.
v. United States, 926 F.2d 1110, 1113 (Fed. Cir. 1991). 
We find that the plain language of the lease is clear.  The agreement does not state that
the annual rates applicable in 2014-2017 include all prior adjustments to lease operating
costs, or specify a new operating cost basis.  However, paragraphs 3.6 and 3.7 dictate how
adjustments are to be made.  There is no deviation identified in lease amendment three
(LA3).  Paragraph 3.7 of the lease sets the base rate for an adjusted rent, and it provides for
3 In its claim to the contracting officer, Belle Isle had computed the amount due
only through March 31, 2014.  In its notice of appeal to the Board, Belle Isle increased the
claim to include the amount due up to the date that GSA vacated the premises, October 31,
2016.  

CBCA 4734 7
adjusted rent to be paid beginning with the second year of the lease, and each year thereafter. 
Paragraph 3.6 outlines the calculation to determine the operating cost adjustments–multiply
the base operating cost by the difference in the CPI between 1999 and the current year. 
These operating cost adjustments, or the adjusted rent, are then paid in addition to the annual
rent each year.
By keeping all other terms and conditions of the lease in full force and effect, LA3
makes no change in the other components of total annual rent, such as the adjusted rent, the
operating cost base, or the real estate tax payment.  As parol evidence in support of the plain
language, the GSA contracting officer who drafted the lease extension stated that “nothing
else with the lease changed, which is why we added all of the terms and conditions of the
lease shall remain in force and effect.”4  Although the annual rent amounts changed, there
was no change in the calculation of the operating cost adjustments or the total annual rent. 
Pursuant to the language of the lease and the extension, nothing was to change in the
method of calculating the adjusted rent.  Thus, the lessor is entitled to receive the annual rent,
plus the adjustments calculated from the lease’s inception.  The conflict arose when GSA
calculated the change in the operating cost adjustments from the previous year and added it
to the total annual rent paid in the previous year.  When GSA calculated the total annual rent
for the lease extension, it calculated the change in operating cost adjustments by adding it to
the new annual rent as laid out in the lease extension.  As a result, GSA paid Belle Isle only
for the difference in operating cost adjustments between 2013 and 2014.  This calculation
does not comply with the plain language of the lease, which requires that GSA pay the
operating cost increases from the first year of the lease. 
GSA references two of our previous decisions as it attempts to distinguish the current
case.  The agency argues that in both 1201 Eye Street, N.W. Associates, LLC v. General
Services Administration, CBCA 5150, 17-1 BCA ¶ 36,592 (2016), and 1441 L Associates,
LLC v. General Services Administration, CBCA 3860, 17-1 BCA ¶ 36,673, the leases
contained language requiring the Government to pay operating costs in addition to the annual
rent.  GSA argues that because the lease here does not contain any language characterizing
operating costs as a payment additional to annual rent, it is simply a component of the annual
rent.  GSA’s own characterization of the components of annual rent belies its argument,
however.  Both of the contracting officers who were assigned to the Belle Isle lease
4 Despite assertions during the summary relief stage that a party would establish
that the written agreement failed to reflect the actual terms agreed upon during negotiations,
the record provides no factual basis to look beyond the written terms.  

CBCA 4734 8
explained that in their understanding of the rent, the total rent payment beginning in the
second year of the lease was made up of four components: “shell or base rent, operating cost
base, operating cost adjustment, real estate tax base.”  GSA seems to understand, and we
find, that adjusted rent is a component of total annual rent, but a separate number from
annual rent, regardless of whether the lease contains language stating that adjusted rent is to
be paid in addition to annual rent.  Furthermore, the language explaining the operating cost
adjustment calculation is the same as the language found in the 1201 Eye St., N.W.
Associates, LLC  and the 1441 L Associates, LLC leases.  
GSA also argues that the language of the lease is unambiguous in that the term
“annual rent” includes the operating cost adjustments, and cites to Saul Subsidiary II Limited
Partnership v. Barram, 189 F.3d 1324 (Fed. Cir. 1999), in support.  Saul involved a similar
lease where GSA was required to pay an adjusted rental amount for operating costs.  189
F.3d at 1327.  The court held that the term “annual rent” was inclusive of those adjusted
rental amounts.  However, in Saul, the court referred to “annual rent” as the total rent
payment that GSA was to make each year, including a “fixed rent” that covered use of the
space, and the adjusted rent.  By contrast, here, GSA was not committed to pay a “fixed
rent,” but rather, the annual rent and adjusted rent beginning with the second year of the
lease; no exception was made for year sixteen or for accumulated operating costs.   
II. Interpreting the Lease
GSA presents extrinsic evidence in an attempt to establish that the parties intended
to capture the operating cost adjustments from the original lease term in the annual rent for
the extension period. GSA contends that the parties’ course of dealing, including the LA3
negotiations and GSA’s CPI letters, shows a common understanding that “annual rent”
included the original term adjustments.
Course of dealing is intended to establish a “common basis of understanding for
interpreting [the parties’] expressions and other conduct.”  U.C.C. § 1–205 (1977).  The
negotiations prior to execution of LA3 did not establish a common basis of understanding
for the parties.  If each party is believed, each used a different method of calculating the total
annual rent, and therefore each party had a different understanding of what including the
original term adjustments in the extension rental rate would mean.  GSA points to Belle Isle’s
multiple proposals and related correspondence as instances where Belle Isle confirmed that
the annual rent would include the original term adjustments.  Belle Isle disputes GSA’s
characterization, stating that it in fact had an entirely different intention.  The different
calculation method that each party used indicates that each had a different understanding of
what including the original term adjustments in the extension rental rate would mean. 
Therefore, the negotiations cannot establish a course of dealing.  

CBCA 4734 9
The communications, namely the CPI letters sent by GSA, also fail to establish a
course of dealing.  Most significantly, those communications predate the language in dispute
– the stated new annual rent and lack of change to other terms of the contract.  Moreover,
there is no evidence that Belle Isle understood how GSA was calculating the annual rent
payments during the original term or how this would impact payment after LA3.  Although
Belle Isle received the CPI letters sent by GSA, the letters did not explain how GSA was
calculating the annual rent, and nothing evinces that Belle Isle understood the purpose of the
letters.  Therefore, GSA has not met its burden of showing that a course of dealing existed
between the parties.  In fact, the course of dealing reveals, consistent with the language of
the contract, that GSA paid operating costs as adjusted from the base year of the lease.  It is
the period after the original lease term that is in dispute.  
Alternatively, GSA posits that the Board should consider extrinsic evidence, such as
the CPI letters, to find that GSA’s interpretation of annual rent is correct.  According to GSA,
the Board may refer to extrinsic evidence when contract language is unclear.  In general,
however, extrinsic evidence is not used to add to or modify the terms of a fully integrated
agreement.  McAbee Construction Inc. v. United States, 97 F.3d 1431, 1434 (Fed. Cir 1996). 
An integration clause “conclusively establishes that the integration is total unless (a) the
document is obviously incomplete or (b) the merger clause was included as a result of fraud
or mistake or any other reason to set aside the contract.”  Rumsfeld v. Freedom NY, Inc., 329
F.3d 1320, 1329 (Fed. Cir.), adhered to on denial of reh’g en banc, 346 F.3d 1359 (Fed. Cir.
2003). 
The lease agreement is not ambiguous, and the integration clause, which states that
the terms and conditions contained in the lease “represent the total obligations of the Lessor
and the Government,” makes the lease complete.  On its face, the lease presents no ambiguity
in the meaning of annual rent or about how adjustments for operating costs are to be
calculated.  GSA cites to our decision on the cross-motions for summary relief in Belle Isle
Investment Co. v. General Services Administration, CBCA 4734, 16-1 BCA ¶ 36,416, to
argue that the Board already determined that the parties’ previous statements are relevant,
and that therefore the lease is ambiguous.  In that decision, however, we merely held that the
parties had different interpretations of the lease document, citing to previous statements by
both parties to show the disparity.  We did not hold that the previous statements would be
admissible to counter the language of the lease.  GSA had not shown legal support for its
contract interpretation.  Therefore, there is no ambiguity in the lease, and extrinsic evidence
cannot be introduced.

CBCA 4734 10
Quantum
At the hearing, Belle Isle presented testimony to support its claim for the operating
cost adjustment not yet paid by GSA.  Specifically, Mr. McCarty, Belle Isle’s representative,
confirmed through testimony that the total amount due is $85,432.48 under Belle Isle’s
interpretation.  GSA did not present any evidence to counter Belle Isle’s calculation of
damages.   
Decision
The appeal is GRANTED.  Belle Isle is awarded $85,432.48, with interest to run from
October 31, 2014, pursuant to 41 U.S.C. § 7109 (2012).  
___________________________
JERI KAYLENE SOMERS
Board Judge
We concur:
____________________________ ____________________________
STEPHEN M. DANIELS JOSEPH A. VERGILIO
Board Judge Board Judge