MOTION TO DISMISS DENIED: July 28, 2011 
CBCA 2260 
URS ENERGY & CONSTRUCTION, INC., 1 
Appellant, 
v. 
DEPARTMENT OF ENERGY, 
Respondent. 
Daniel R. Frost and Claire Y. Dossier of Snell & Wilmer L.L.P., Denver, CO, counsel 
for Appellant. 
Brady L. Jones, III, Sky M. Smith, and Kaniah W. Konkoly-Thege, Office of Legal 
Services, Environmental Management Consolidated Business Center, Department of Energy, 
Cincinnati, OH, counsel for Respondent. 
Before Board Judges SOMERS , HYATT , and SHERIDAN . 
SOMERS , Board Judge. 
URS Energy & Construction, Inc. (URS) has appealed a contracting officer’s decision 
denying its claim for reimbursement of an indemnity obligation incurred pursuant to a 
1 Appellant advises that, due to a typographical error, URS Engineering and 
Construction was referenced in the notice of appeal as the contractor. Apparently, that entity 
does not exist. The actual name of the contractor is URS Energy & Construction, Inc., as 
is reflected on corporate change of name documents submitted by appellant in support of its 
response to respondent’s motion to dismiss.  The caption is hereby amended to reflect the 
correction.   

              
                 
                  
      
           
           
             
           
         
           
        
             
        
          
           
              
          
             
  
            
             
          
           
       
         
           
           
    
  
2 CBCA 2260 
supersedeas bond. The Department of Energy (DOE or the Government) has filed a motion 
to dismiss this appeal for lack of jurisdiction and for failure to state a claim upon which relief 
may be granted. For the reasons set forth below, we deny the motion on both grounds. 
Background
2 
Novation of the Contract and Name Change 
Pursuant to the Uranium Mill Tailings Radiation Control Act of 1978, Public 
Law 95-605, DOE is responsible for remediation at twenty-four inactive uranium mill 
tailings sites (mill sites) and properties near these sites that are contaminated with residual 
radioactive materials (mill tailings). In 1983, DOE entered into a cost-reimbursement 
contract with Morrison-Knudsen Company, Inc. (Morrison-Knudsen). The contract, issued 
through DOE’s Uranium Mill Tailings Remedial Action (UMTRA) Project Office, called for 
Morrison-Knudsen to perform engineering, design, construction, and inspection services 
necessary to accomplish remedial and cleanup tasks at contaminated sites. The parties refer 
to the contract as the UMTRA contract. 
On January 2, 1986, Morrison-Knudsen entered into a novation agreement which 
called for a second company, MK-Ferguson Company (MK-Ferguson), to assume all duties 
and liabilities associated with the UMTRA contract. By letter dated January 28, 1986, the 
companies asked the Government to recognize MK-Ferguson as the successor-in-interest on 
the contract, and provided DOE with signed copies of the novation agreement and supporting 
documents. 
By bilateral contract modification issued in June 1986, the parties agreed to change 
the contractor’s name in accordance with the January 2, 1986, novation agreement. The 
modification stated that “[e]ffective January 2, 1986, all references to Morrison-Knudsen 
Company, Inc. in contract DE-AC04-83AL18796 are hereby deemed to be reference to 
MK-Ferguson Company.”  As a result, MK-Ferguson performed tasks as assigned, and the 
Government paid MK-Ferguson for the tasks as performed. 
In July 2000, MK-Ferguson changed its name to Washington Group International, Inc. 
(Washington Group), while maintaining the same corporate structure and identity. Following 
2 These facts are taken primarily from the first amended complaint, the exhibits 
attached thereto, and first and supplemental declarations submitted by Brady L. Jones, III, 
counsel for DOE, together with the exhibits submitted in support of the declarations.  

            
             
            
              
  
    
             
               
         
 
          
              
                
              
              
  
           
             
 
               
  
                
         
   
              
             
            
                
             
              
           
              
          
3 CBCA 2260 
the name change, Washington Group continued to perform as required under the UMTRA 
contract and DOE made payments directly to Washington Group for the work. 
On February 25, 2010, Washington Group changed its name to URS Energy & 
Construction, Inc. (URS). On that date, DOE and Washington Group executed a change of 
name agreement.  Pursuant to the agreement, the Government recognized URS as the same 
entity as Washington Group. 
To avoid confusion based upon the various changes of name of the contractor, we 
refer to appellant for the remainder of this opinion as either URS or appellant, regardless of 
the official name at the time of reference. 
Subcontractor Litigation 
In February 1995, URS awarded a subcontract to Ground Improvement Techniques, 
Inc. (GIT) to perform a task assignment under the UMTRA contract. In September 1995, 
URS terminated GIT for default. DOE knew about and agreed to the termination. URS filed 
suit against GIT, with DOE’s permission, and GIT countersued. In 1996, the jury ruled 
against URS and awarded GIT a substantial judgment. DOE instructed URS to appeal the 
judgment. 
As a condition of staying enforcement of the judgment pending appeal, the 
United States District Court in Colorado required URS to provide a surety bond (known as 
a supersedeas bond).  Thereafter, URS executed certain agreements of indemnity, pursuant 
to which URS agreed that, should the bond surety company incur liability on the bond, URS 
would reimburse the company.  URS paid premiums for the bond. URS routinely invoiced 
DOE for the bond premiums and DOE tendered payment on the bond until August 31, 2006. 
After that date, DOE paid no further premiums. 
Meanwhile, in May 2001, URS filed for Chapter 11 bankruptcy in the United States 
Bankruptcy Court, Reno, Nevada. URS identified as a debt the judgment issued by the 
district court (still on appeal). On December 21, 2001, the bankruptcy court confirmed 
URS’s plan for reorganization. The parties dispute whether the bankruptcy court’s action 
discharged any debts. URS contends that it did not. DOE asserts that the action released 
URS from liability for GIT’s claims and the federal district court’s judgment. 
In January 2002, URS and the surety entered into a new indemnity agreement. DOE 
contends that the indemnity agreement resurrected URS’s liability for bonds in existence 
prior to the execution of the indemnity agreement, including the bond at issue here, thus 
renewing an obligation that had been released through bankruptcy. 

             
                
                
               
               
                
      
               
               
             
               
               
               
           
       
              
              
             
            
     
            
            
          
         
            
                
               
               
               
               
             
         
             
            
4 CBCA 2260 
The United States Court of Appeals for the Tenth Circuit vacated the 1996 judgment 
and ordered a new trial on damages. On remand the district court held a second trial, 
beginning on May 8, 2006. On retrial, the second jury awarded damages against URS. At 
the conclusion of the second trial, GIT sought entry of judgment based on that verdict against 
both URS and the surety. The district court determined that the bond remained valid and 
entered judgment against URS and the surety based on the verdict in the second trial. 
URS and the surety appealed portions of the district court’s judgment, including the 
portion relating to the determination that the bond remained valid. URS advised DOE of its 
intent to appeal. This time, however, DOE did not consent to the appeal. 
The Tenth Circuit reduced the 2006 judgment by several million dollars, but ruled that 
the bond remained valid. In January 2009, on remand, the district court issued a judgment 
against URS and the surety, awarding all costs to GIT. The judgment expressly stated that 
all costs awarded to GIT were “all found reasonable, allowable, and allocable pursuant to the 
Federal Acquisition Regulations (FAR).” The surety paid the judgment, and URS 
compensated the surety for the payments. 
URS alleges that by paying part of the judgment via its indemnity obligation to the 
surety, URS has incurred a cost deemed by FAR 31.204(a) to be reasonable, allowable, and 
allocable. On November 6, 2008, URS submitted an invoice to the contracting officer, 
seeking payment of $7,799,049.19, the amount paid in order to satisfy the judgment issued 
by the district court. 
By letter dated January 11, 2010, the contracting officer denied URS’s request for 
reimbursement. The contracting officer determined that no specific clause in the contract 
authorized reimbursement of the indemnity obligation, and rejected URS’s contention that 
the general cost reimbursement provisions of the contract apply. 
By letter dated January 22, 2010, URS submitted a certified claim, seeking, among 
other things, “the amount URS has paid as a result of delays and damages caused by DOE 
on the Slick Rock Project and for amounts incurred to procure the Bond and then indemnify 
URS’s surety.” By letter dated March 22, 2010, the contracting officer rejected the claim on 
two grounds. First, the contracting officer found that URS did not “identify” its claim of 
delay and damages that DOE allegedly caused it during the Slick Rock project. Second, the 
contracting officer determined that URS had never presented delay or damages claims to the 
contracting officer prior to submitting the certified claim. 
By letter dated April 8, 2010, URS explained that the mention of “damages and 
delays” in the certified claim referred to the appellate decision, the underlying judgment 

              
              
             
              
             
         
    
        
         
         
          
      
           
       
       
          
            
        
       
      
          
      
     
              
          
           
            
             
        
                 
                 
                
               
5 CBCA 2260 
awarding GIT damages, and the cost incurred by URS that was ultimately used to partially 
satisfy the judgment. URS confirmed that the certified claim had not changed, and sought 
payment of the amount originally billed through the November 6, 2008, invoice. URS 
requested the contracting officer to issue a final decision on the certified claim. 
On October 18, 2010, the contracting officer issued a final decision denying the claim. 
The contracting officer determined that the indemnity obligation could not be considered a 
contract cost, stating: 
Prior to executing the January 24, 2002 indemnity agreement, 
[URS] was released from liability for the GIT judgment relating 
to the termination for default lawsuit against GIT during its 
bankruptcy. It was therefore no longer liable for any contract 
costs (including termination for convenience costs) associated 
with the GIT Subcontract. This also cuts off any potential DOE 
reimbursement for contract costs associated with that contract. 
[URS]’s decision to reaffirm the FIC [Federal Insurance 
Company] debt for its own bonding purposes was a decision it 
made to stay in business, not a cost incurred or related to the 
GIT Subcontract or the 1983 [Morrison-Knudsen] contract. All 
such potential costs were terminated by the bankruptcy 
proceedings. Reimbursement of [the contractor’s] indemnity 
obligation to FIC for [URS] is therefore not allowable as a 
reimbursable cost under the 1983 [Morrison-Knudsen] contract 
and FAR Subpart 31.201-2. 
Contracting Officer’s Final Decision, at 3, appended to the Notice of Appeal. URS timely 
filed its notice of appeal on January 10, 2011. 
Discussion 
DOE presents two alternative challenges to the Board’s jurisdiction. First, it 
maintains that the entity filing the appeal, initially and apparently erroneously identified as 
URS Engineering and Construction Co., Inc. (which, as explained in footnote 1, is a 
misspelling of the true entity, URS Energy & Construction, Inc.) failed to demonstrate that 
it is a real party in interest as required under the Contract Disputes Act, because it was not 
a party to the contract. Second, DOE contends that even if URS could be construed as a 
party to the contract, appellant had failed to state a claim upon which relief could be granted. 
DOE posits that even though URS alleged that the invoice upon which the claim is based is 

                
   
          
            
               
            
                  
            
            
              
   
             
               
               
              
             
                 
              
         
              
            
             
           
              
           
            
  
      
                 
              
              
              
                
            
             
       
6 CBCA 2260 
due and payable, URS’s failure to allege that DOE had failed to pay the invoice made the 
claim fatally defective. 
On these motions, appellant bears the burden of establishing subject matter 
jurisdiction by a preponderance of the evidence. Ron Anderson Construction, Inc. v. 
Department of Veterans Affairs , CBCA 1884, et al., 10-2 BCA ¶ 34,485, at 170,070. In 
assessing whether the Board has subject matter jurisdiction, the allegations of the complaint 
must be construed favorably to the pleader. Id. When a motion to dismiss for lack of subject 
matter jurisdiction challenges the truth of the alleged jurisdictional facts, the Board may 
consider relevant evidence beyond the pleadings to resolve disputed facts. Rockies Express 
Pipeline LLC v. Department of the Interior , CBCA 1821, 10-2 BCA ¶ 34,542, at 170,355; 
Ron Anderson . 
In response to the motion to dismiss, first, URS filed an amended complaint (which 
has been accepted by the Board by order dated March 18, 2011), correcting the name of 
appellant to URS Energy & Construction, Inc. Next, in its opposition to the motion to 
dismiss, URS asserted -- incorrectly as it explains in a subsequent submission -- that URS 
is the same entity as the original contractor (Morrison-Knudsen), but had simply changed its 
name. As to DOE’s second assertion that URS had failed to allege that DOE had failed to 
pay the invoice, URS points to paragraph 53 of its first amended complaint, which expressly 
states that DOE failed to pay the invoice. 
In its reply, DOE continued to dispute that URS could be the successor to Morrison-
Knudsen, and submitted additional documents. URS filed a surreply with the Board’s 
permission. Relying upon the documents submitted by DOE, URS pointed to the novation 
agreement and other documents. Based upon those documents, and, after further 
investigating its own corporate history, URS realized that it was not actually the same entity 
as Morrison-Knudsen. Morrison-Knudsen did indeed sign the original contract. Subsequent 
to this, URS’s predecessor, although not the original signatory to the contract, properly 
assumed the contract with DOE’s permission through the novation agreement, and became 
the prime contractor. 
In light of the facts presented by the parties, we need not spend much time on the issue 
of whether URS is the proper contractor. The Board’s jurisdiction derives from the Contract 
Disputes Act (CDA), 41 U.S.C.A. §§ 7101-7109 (West Supp. 2011). The CDA provides that 
“[e]ach claim by a contractor against the Federal Government relating to a contract shall be 
submitted to the contracting officer for a decision.” Id. § 7103(a). The CDA defines a 
“contractor” as “a party to a Federal Government contract other than the Federal 
Government.” Id. § 7101(47); see also Wackenhut International, Inc. v. Department of State , 
CBCA 1235, 09-2 BCA ¶ 34,255. 

       
               
              
              
                 
         
                
               
                 
             
               
            
          
     
      
               
              
                
          
                 
             
                 
                
                
                
                
               
              
      
___________________________ 
  
 
7 CBCA 2260 
We are not dealing here with an attempt by a subcontractor, surety, or one party to a 
joint venture to pursue an appeal . URS is the successor of Morrison-Knudsen, the original 
prime contractor, by an assignment and a series of name changes that were implicitly or 
explicitly approved by the Government. Based upon the above facts, we deny DOE’s motion 
to dismiss and find that URS is the prime contractor under this contract and, as such, is the 
proper entity to present a claim. 
Next, we address DOE’s motion to dismiss for failure to state a claim. The law is 
clear that a motion to dismiss for failure to state a claim will be granted only when the facts 
asserted by the appellant do not entitle it to a legal remedy. We assume that all well-pled 
factual allegations plausible on their face are true and indulge all reasonable inferences in 
favor of the non-movant. Ashcroft v. Iqbal , 129 S. Ct. 1937, 1949 (2009); Océ North 
America, Inc. v. Department of Health and Human Services , CBCA 2115, 11-1 BCA 
¶ 34,677; Blackstone Consulting, Inc. v. General Services Administration , CBCA 718, 
08-1 BCA ¶ 33,770. 
DOE states that “appellant makes no attempts [sic] to support its conclusion or even 
allege in Count 1 that Respondent has failed to pay the invoice.” However, in the certified 
claim presented to the contracting officer, URS states that “under the terms of its contract 
with DOE, URS is clearly entitled to payment from DOE for that amount.” In the contracting 
officer’s final decision, the contracting officer stated that “reimbursement of [URS]’s 
indemnity obligation to FIC [the surety] . . . is therefore not allowable as a reimbursable cost 
under the 1983 [contract] and FAR Subpart 31.201-2.” Finally, the first amended complaint 
alleges that DOE failed to pay the contractor the costs sought as identified in the invoice. 
Assuming that the facts as alleged by URS are true, as we must for the purpose of 
ruling on the motion, URS has presented at least a cogent basis for recovery. URS alleges 
that the contract required DOE to reimburse it for its indemnity obligation to its surety. URS 
contends that DOE did not do so. This allegation is sufficient to withstand a motion to 
dismiss for failure to state a claim. The motion to dismiss is denied. 
Decision 
For these reasons, the motion to dismiss the appeal for lack of jurisdiction and for 
failure to state a claim is DENIED. 
JERI KAYLENE SOMERS 
Board Judge 

_____________________________ ______________________________ 
8 CBCA 2260 
We concur: 
CATHERINE B. HYATT PATRICIA J. SHERIDAN 
Board Judge Board Judge