MOTIONS FOR SUMMARY JUDGMENT GRANTED:  November 10, 2022
CBCA 7359, 7360, 7361, 7362, 7363, 7364
CESC MALL, LLC,
Appellant in CBCA 7359,
and
BNA WASHINGTON INC.,
Appellant in CBCA 7360,
and
CESC CRYSTAL/ROSSLY II, L.L.C.,
Appellant in CBCA 7361,
and
CESC SQUARE LLC,
Appellant in CBCA 7362,
and
FOURTH CRYSTAL PARK ASSOCIATES LP,
Appellant in CBCA 7363,
and


CBCA 7359, 7360, 7361, 7362, 7363, 7364 2
CESC GATEWAY SQUARE L.L.C.,
Appellant in CBCA 7364,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Stuart W. Turner and Amanda J. Sherwood of Arnold & Porter Kaye Scholer LLP,
Washington, DC, counsel for Appellant.
James F. H. Scott and Jessica Gunzel, Office of General Counsel, General Services
Administration, Washington, DC, counsel for Respondent.
Before Board Judges BEARDSLEY (Chair), VERGILIO, and DRUMMOND.
BEARDSLEY, Board Judge.
These consolidated appeals involve a dispute over reimbursement of taxes under six
leases in Arlington County, Virginia, between appellants and respondent, the General
Services Administration (GSA).  Appellants appealed GSA’s denial of claims for
reimbursement of the Transportation Tax and the Sanitary District Tax pursuant to the Tax
Adjustment clauses in the leases.  The Board finds that both taxes fall under the leases’
definition of real estate taxes, for which GSA is financially responsible.  We therefore grant
the appeals. 
Findings
A. The Leases
GSA holds six leases with appellants to rent properties located in Arlington County,
Virginia.  Amended Joint Statement of Stipulated Facts (Joint Stipulation) at 1.  The leases
state that GSA is responsible for real estate taxes for the property it occupies.  Id.  Each lease
provides one of three similar definitions for real estate taxes in its Tax Adjustment clause.
Leases GS-11B-01873 (CBCA 7359) and GS-11B-02085 (CBCA 7363) include the
following definition:

CBCA 7359, 7360, 7361, 7362, 7363, 7364 3
Real Estate taxes, as referred to in this paragraph, are only those taxes which
are assessed against the building and/or the land upon which the building is
located, without regard to benefit to the property, for the purpose of funding
general Government services.  Real Estate taxes shall not include, without
limitation, general and/or special assessments, business improvement district
assessments, or any other present or future taxes or governmental charges that
are imposed upon the Lessor or assessed against the building and/or the land
upon which the building is located.
Exhibit 2, Solicitation for Offers at 17, para. 3.4A; Exhibit 3, Solicitation for Offers at 16,
para. 3.5A.1
Lease GS-11B-80614 (CBCA 7364) includes the following substantially similar
definition:
For purposes of this clause, “real estate taxes” means those taxes that are
assessed on an ad valorem basis against the Building and/or the land upon
which the Building is located, without regard to any benefit to the property, for
the purpose of funding general government services.  Real estate taxes shall
not include, without limitation, any other general and/or special assessments,
service or user charges, licenses, fees, taxes on related personal property, taxes
on excess land, or any other present or future taxes or governmental charges
that are imposed upon Lessor or assessed against the Building and/or the land
upon which the Building is located.
Exhibit 1, Solicitation for Offers at 11, para. 2.4(c).  
Leases GS-11B-02289 (CBCA 7360), GS-11P-12679 (CBCA 7361), and
GS-11B-12534 (CBCA 7362) include the following definition:
Real Estate Taxes are those taxes that are levied upon the owners of real
property by a Taxing Authority (as hereinafter defined) of a state or local
Government on an ad valorem basis to raise general revenue for funding the
provision of government services.  The term excludes, without limitation,
special assessments . . . for specific purposes . . . and/or community
development assessments.
1 All exhibits are found in the appeal file, unless otherwise noted.

CBCA 7359, 7360, 7361, 7362, 7363, 7364 4
Exhibit 5, Solicitation for Offers at 18, para. 4.2B.2; Exhibit 8, Lease at 8, para. 2.07B;
Exhibit 7, Lease at 10, para. 2.06B.
Lease GS-11B-02289 (CBCA 7360) also says, “Real Estate Taxes are only those taxes
which are assessed against the building and/or the land upon which the building is located.” 
Exhibit 5 at 18.  The definition in lease GS-11P-12679 (CBCA 7361) states that the term real
estate taxes excludes “special assessments, not imposed on an ad valorem basis.” 
B. The Taxes
Two taxes are at issue in these appeals: the Transportation Tax and the Sanitary
District Tax.  The Transportation Tax allows counties and cities within the Northern Virginia
Transportation Authority (NVTA) to implement taxes to fund construction of roads and
public transportation.  Va. Code § 58.1-3221.3.  The tax is an “additional real estate tax” to
be “levied, administered, enforced, and collected in the same manner as set forth . . . for the
levy, administration, enforcement, and collection of local taxes.”  Id. § 58.1-3221.3(C)(2). 
The tax “shall be used exclusively for transportation purposes that benefit Arlington County.” 
Arlington County Code § 20-6(C)(3); see Joint Stipulation at 5.  The Transportation Tax is
assessed on all commercial and industrial properties within Arlington County on an ad
valorem basis.  Arlington County Code § 20-6(C)(1), (5).
The Sanitary District Tax is to be used “for operating and capital expenses necessary
to expand and upgrade the storm drainage (storm sewer) system.”  Arlington County Code,
§ 26-13(A); see Joint Stipulation at 5.  Virginia statute allows counties to establish sanitary
districts which implement taxes of this nature to build and maintain water, sewage, and
drainage systems.  Va. Code § 21-118.  The tax is to be “payable at the same time and in the
same manner as real estate taxes are paid.”  Arlington County Code § 26-13(A).  The
Sanitary District Tax is assessed on “all taxable real estate” within Arlington County on an
ad valorem basis.  Id.; see Joint Stipulation at 5.
C. The Appeals
GSA paid for its proportionate share of the taxes until 2014.  Joint Stipulation at 6. 
In 2014, GSA issued a policy letter stating its position that the taxes were not real estate taxes
under the Tax Adjustment clauses of the leases but, rather, were special assessments for
which GSA was not responsible.  Id.  GSA refused to pay the taxes going forward, demanded
repayment of taxes previously paid, and clawed back a portion of previously paid taxes from
lease payments.  Id.  In January 2022, believing the taxes to be real estate taxes under the
leases, appellants submitted claims to GSA for payment of the taxes.  Id. at 8.  In March

CBCA 7359, 7360, 7361, 7362, 7363, 7364 5
2022, GSA issued contracting officer’s final decisions, restating its position that it would not
pay the taxes under any of the leases because the taxes constituted special assessments.  Id. 
Appellants timely filed the instant appeals seeking payments for the taxes. 
Discussion
The issue before the Board is whether the Transportation Tax and Sanitary District
Tax are real estate taxes under the leases.  This is a matter of contract interpretation, which
is “a question of law generally amenable to summary judgment.”  Varilease Technology
Group, Inc. v. United States, 289 F.3d 795, 798 (Fed. Cir. 2002).  Because there are no
genuine disputes of material fact, and we agree that appellants are entitled to judgment as a
matter of law, we grant the motions and find that the taxes are properly categorized as real
estate taxes.  See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-248 (1986) (“Summary
judgment is appropriate when there is no genuine dispute of material fact, and the moving
party is entitled to judgment as a matter of law.”).
“Contract interpretation begins with the language of the written agreement.” 
NVT Techs., Inc. v. United States, 370 F.3d 1153, 1159 (Fed. Cir. 2004).  “‘In
contract interpretation, the plain and unambiguous meaning of a written
agreement controls.’”  Hercules Inc. v. United States, 292 F.3d 1378, 1380–81
(Fed. Cir. 2002) (quoting Craft Mach. Works, Inc. v. United States, 926 F.2d
1110, 1113 (Fed. Cir. 1991)).  We must interpret a contract “‘in a manner that
gives meaning to all of its provisions and makes sense,’” Langkamp v. United
States, 943 F.3d 1346, 1353 (Fed. Cir. 2019) (quoting McAbee Constr., Inc. v.
United States, 97 F.3d 1431, 1435 (Fed. Cir. 1996)), and we seek to “‘avoid[ ]
conflict or surplusage of [the contract’s] provisions,’” United Int’l
Investigative Servs. v. United States, 109 F.3d 734, 737 (Fed. Cir. 1997)
(quoting Granite Constr. Co. v. United States, 962 F.2d 998, 1003 (Fed. Cir.
1992)).  See also NVT Techs., 370 F.3d at 1159 (explaining that interpretations
should “harmonize and give reasonable meaning” to all parts of the contract,
rather than “leave[ ] a portion of the contract useless, inexplicable, void, or
superfluous”).  Contract provisions should not “be construed as being in
conflict with [one] another unless no other reasonable interpretation is
possible.”  Hol-Gar Mfg. Corp. v. United States, 351 F.2d 972, 979 (Ct. Cl.
1965).
NOAA Maryland, LLC v. Administrator of the General Services Administration, 997 F.3d
1159, 1165–66 (Fed. Cir. 2021).  “The Lease, in short, requires GSA to reimburse [the
lessor] for all taxes (in excess of the agreed-on base amount) that meet the three-part
definition of a real estate tax.”  Id. at 1165.  The Transportation Tax and Sanitary District Tax

CBCA 7359, 7360, 7361, 7362, 7363, 7364 6
meet the “three expressly stated criteria” for being a real estate tax found in each of the six
leases.
Leases GS-11B-01873, GS-11B-02085, and GS-11B-80614
Leases GS-11B-01873, GS-11B-02085, and GS-11B-80614 define real estate taxes
as taxes that are “[1] assessed against the building and/or land upon which the building is
located, [2] without regard to benefit to the property, [3] for the purpose of funding general
Government services.”  Per this three-prong definition, the Transportation Tax and Sanitary
District Tax are real estate taxes.  See NOAA Maryland v. General Services Administration,
CBCA 5269, 19-1 BCA ¶ 37,458 (finding that stormwater and transportation ad valorem
taxes constituted real estate taxes under this same definition), rev’d on other grounds, 997
F.3d 1159 (Fed. Cir. 2021).  Both taxes are assessed against the building and/or land and are
based on the assessed value of the property (an ad valorem tax).  The taxes are not assessed
against specific property owners to fund services or improvements specific to those
properties but are assessed against all non-exempt property and used to fund general
government services which benefit the County as a whole.  GSA offers no argument or
evidence that property owners benefit from the Transportation Tax or Sanitary District Tax
more so than other property owners, and we find none in the statutes.
GSA, instead, has taken a position that is contrary to the language in the leases and
the case law, asserting that the taxes at issue here are assessed for the purpose of funding
specific, not general, government services and therefore do not meet criterion 3 (“for the
purpose of funding general government services”) of the leases’ definition of a real estate
tax.  In NOAA Maryland, however, GSA did not even dispute that public transportation and
stormwater management are “within the scope of general government services provided by
the county” but instead put forth the argument, which the Board rejected, that the Tax
Adjustment clause limited real estate taxes to those going into the county’s general fund.2 
2 On appeal, GSA did not challenge the Board’s rejection of GSA’s argument
that the “‘purpose of funding general Government services’ criterion requires that the money
collected go into the government’s (here, county’s) general fund” or conclusion that “public
transportation and stormwater management are within the scope of general government
services.”  NOAA Maryland, 997 F.3d at 1164.  At oral argument at the Federal Circuit, GSA
acknowledged that it did not challenge “those conclusions, stating: ‘At the Board, GSA
argued that the two taxes that are at issue here were not for purposes of funding general
government services.  The Board rejected that position and we, the Department of Justice,
did not seek the Solicitor General’s concurrence to cross-appeal on that issue, so we are not
arguing that here, Judge.’”  Id. at 1171-72.

CBCA 7359, 7360, 7361, 7362, 7363, 7364 7
NOAA Maryland, 19-1 BCA at 181,997.  The Board found that the county stormwater and
transportation taxes (taxes similar to those at issue here) funded general government services
by generating revenue for initiatives that provided “public benefits county-wide, not for
specific property owners or properties.”  Id.  That analysis applies here as well.  “General”
refers to government services, like stormwater and transportation services, that benefit the
County in general, as opposed to benefitting any specific property owner.  See, e.g., FFW
Enterprises v. Fairfax County, 280 Va. 583, 596 (2010) (discussing the broad impact and
general benefits of a county transportation tax).
This application of the word “general” is evident in the lease clauses, which each
explicitly distinguish real estate taxes from special assessments.  NOAA Maryland,19-1 BCA
at 181,997 (finding that the taxes collected in support of stormwater management and public
transportation services are not special assessments); Real Estate Law 465 (6th ed. 1974) (“An
assessment differs from a general tax in that an assessment is levied only on property in the
immediate vicinity of some local municipal improvement and is valid only where the
property assessed receives some special benefit differing from the benefit that the general
public enjoys.”).  The second sentence of the Tax Adjustment clause in the leases clarifies
“what is not sufficient to meet [the] definition” of real estate taxes in the first sentence of the
lease clause.”  NOAA Maryland, 997 F.3d at 1167.  The mention of “special assessments”
in the second sentence “refers to impositions that fail to satisfy at least either condition [2]
(‘without regard to benefit to the property’) or condition [3] (‘for the purpose of funding
general Government services’).”  Id.  The taxes at issue here are not special assessments
because they satisfy conditions 2 and 3.  “Taxes are used for the benefits of government that
all citizens receive, while assessments are used, in part, for the benefit of the person whose
land abuts the improvement that is financed with the assessment.”  Woodbridge Construction
Corp. v. General Services Administration, GSBCA 14200, 98-1 BCA ¶ 29, 345, at 145,907.
GSA argues that the taxes are specific, not general, taxes because to implement the
taxes required “highly specific enabling legislation.”  Tax revenue received by the County
is earmarked, through its budget, for a specific purpose.  The leases, however, do not limit
real estate taxes to those taxes that are earmarked by the budgeting process, instead of by
statute, and the tax-creating legislation does not factor into whether the taxes fund general
government services.
Leases GS-11B-02289, GS-11P-12679, and GS-11B-12534 
The other three leases (GS-11B-02289, GS-11P-12679, and GS-11B-12534) define
real estate taxes as “those taxes that are [1] levied upon the owners of real property by a
Taxing Authority . . . of a state or local Government [2] on an ad valorem basis [3] to raise
general revenue for funding the provision of government services.”  The Transportation Tax

CBCA 7359, 7360, 7361, 7362, 7363, 7364 8
and Sanitary District Tax meet this three-part definition of a real estate tax.  Satisfying
criteria 1 and 2, both taxes are levied upon the owners of real property on an ad valorem
basis.  GSA asserts, however, that the taxes raise “revenue” but not “general revenue” to fund
government services because the tax revenue may be expended only for specific
purposes—transportation initiatives or stormwater infrastructure—and “general revenue”
could be used to fund any government services.
GSA reads the phrase “general revenue” as excluding revenue earmarked for a
particular grouping of government services.  The plain text, however, does not support
GSA’s reading.  “General revenue” refers not to an uncommitted pool of money to fund
government services but rather to revenue collected to fund government services that benefit
the whole county, which these taxes do.  Taxes to fund government services that directly
impact the general welfare of the county’s citizens “are no less general revenue raising levies
simply because they are dedicated to a particular aspect of the” county.  Wright v. McClain,
835 F.2d 143, 145 (6th Cir. 1987) (discussing taxes to fund monitoring and supervising the
behavior of convicted offenders).  The Transportation and Sanitary District Taxes both raise
general revenue to fund government services and therefore satisfy the criteria for “real estate
taxes.”
We conclude that GSA is responsible to pay both the Transportation and Sanitary
District Taxes as real estate taxes under all six leases.
Decision
The Board GRANTS appellants’ motions for summary judgment.  Appellants are due
reimbursement for the Sanitary District and Transportation Taxes under all six leases.
    Erica S. Beardsley          
ERICA S. BEARDSLEY
Board Judge
We concur:
    Joseph A. Vergilio        Jerome M. Drummond    
JOSEPH A. VERGILIO JEROME M. DRUMMOND
Board Judge Board Judge