MOTIONS FOR SUMMARY RELIEF DENIED:  November 13, 2007 
CBCA 678 
INTERIMAGE, INC., 
Appellant, 
v.
 
SMALL BUSINESS ADMINISTRATION,
 
Respondent. 
Richard J. Webber of Arent Fox LLP, Washington, DC, counsel for Appellant. 
Kenneth W. Dodds, Office of General Counsel, Small Business Administration, 
Washington, DC, counsel for Respondent.
 
Before Board Judges HYATT , VERGILIO, and McCANN.
 
McCANN, Board Judge.
 
Appellant, InterImage Inc., and respondent, the Small Business Administration 
(SBA), have cross-moved for summary relief.  Appellant alleges that the contract is a fixed 
price contract and that it is entitled to be paid the full price of the contract.  Respondent 
alleges that the contract is a time and materials contract and that appellant is only entitled 
to be paid for work performed plus travel expenses. 

        
 
    
     
 
  
   
 
 
  
2 CBCA 678 
Findings of Fact 
1.  In February 2005, the SBA issued a statement of work (SOW) seeking proposals 
from GSA Multiple Award Schedule (MAS) contractors. This SOW was in support of the 
Office of Disaster Assistance’s (ODA) organizational transformation initiative, in 
conjunction with the SBA’s implementation of the Disaster Credit Management System 
(DCMS).  Appeal File, Exhibit 1. 
2. The SOW was the solicitation for the procurement.  Section 3.0, “Technical 
Requirements and Deliverables,” of the SOW identified five tasks and associated 
deliverables: (1) project management support, (2) transformation planning and 
implementation support, (3) reengineering business processes, (4) designing and developing 
web-based tools and providing implementation support, and (5) strategic planning support. 
Id. 
3.  The SOW provided: “Invoices shall be supported with a full breakout of costs and 
backup data, including period of Performance, Labor Categories/Hours and Other Direct Cost 
supporting documentation.”  It also provided:  
All travel will be in accordance with the Federal Joint Travel 
Regulations and shall be performed on a reimbursable basis 
limited to applicable Federal Government per diem rates for the 
areas visited. Travel will be limited to the requirements 
associated with the task.  The contractor shall provide receipts 
and other supporting documentation when invoicing travel.  
Appeal File, Exhibit 1. 
4.  InterImage submitted its “Cost Proposal for Transformation Planning and 
Implementation” on February 17, 2005.  The cost proposal stated as follows: 
InterImage is pleased to offer to the SBA Office of Disaster 
Assistance the following cost proposal in response to the SBA 
ODA Transformation Planning and Implementation statement of 
work.  InterImage estimates completing the proposed work in 
5,664 hours or 708 days, during the base year period of 
performance.  We estimate labor costs of $914,082.40 and travel 
costs of $35,498.00.
1 We agree to provide the proposed services 
for a firm fixed price of $949,580.40. 2 

 
    
  
  
      
  
          
 
 
  
          
             
 
  
                                                                                
                                                               
  
                                            
                                                               
3 CBCA 678 
                              Task Days     Costs 
1.  Provide Project Management Support  14   $22,400.00 
2.  Provide Transformation and Implementation     
Support
 244 $390,400.00 
3.  Reengineer Business Processes  149  $238,400.00 
4.  Design and Develop Web-based Tools and     
Provide Implementation Support 
3 
288  $242,082.00 
5.  Provide Strategic Support  13   $20,800.00 
Total 
Labor 
708 $914,082.40 
Travel Expense Estimate $35,498.00
   Total Cost $949,580.40 
1 Travel estimate is based on GSA per diem rates in effect at this time and assumes that the 
various workshops for Transformation Planning Consultant Business Reengineering will 
rotate among ODA's operating locations in Buffalo, Atlanta, Fort Worth, Sacramento, and the 
DC-metro region and that no additional travel will be required. 
2 Cost is based on GSA Schedule Number GS-35F-5577H and GS-23F-8021H. 
3 The proposal for Task 4: Design and Develop Web-based Tools and Provide Implementation 
Support includes labor hours associated with planning, managing, defining, designing, 
developing, testing and deploying the ODA web-based tool.  The cost assumes that the 
development work will be done at the contractor's facilities. The contractor will provide any 
necessary development software and hardware required to host a development and test 
environment at the contractor's facilities.  It will be the responsibility of ODA to purchase any 
software and/or hardware that may be needed to run and/or support the web-based tool in the 
ODA production environment. This may include but is not limited to any chosen COTS 
[commercial off-the-shelf]  products, databases, and servers. 
Appeal File, Exhibit 2. 
5. Subsequently, on April 6, 2005, InterImage provided documentation, as requested 
by the SBA, to support the estimates in its proposal, showing a breakout of labor categories 
and discounted rates and its travel cost detail. Appeal File, Exhibits 3, 4. In this 
documentation Interimage stated: 
As stated in our proposal, InterImange has designated Jon Kesler 
as our Program Manager/Senior Consultant.  We have also 
designated Marsha Acker as the Technical Project

 
   
 
 
 
   
              
       
              
       
       
4 CBCA 678 
Manager/Senior Consultant and Moorosi Mokuena as the 
Business Reengineering Project Manager/Senior Consultant. 
Each will be billed at the Senior Consultant rate and we agree 
that they are available to perform the work as proposed.  All 
proposed labor rates are based on BSA Schedule Number GS­
23F-8021H with discounts applied. 
 Appeal File, Exhibit 4. 
6. On April 18, 2005, the SBA issued order SBAHQ05F0209 under MAS contract 
GS23F8021H.  Section 17 of that order, titled “Schedule,” states as follows: 
ITEM SUPPLIES OR SERVICES  QUANTITY UNIT     UNIT      AMOUNT QTY 
NO.      (b)   ORDERED    (d)       PRICE      (f) ACCEPT.
   (a) (c)       (g)       (g) 
0001 Consulting Services contract for 
the Office of Disaster Assistance 
1 LT 949,580.40 949,580.40
Transformation Plan and 
Implementation. 
Period of Performance is 
April 15, 2005 through April 14, 
2006 
Price authority:  InterImage, Inc. 
POC:  Jon Kesler 
Date:  04/15/05 
FAR Section 52.213-4 (d) (1) 
    US$ 17(h) 
949,580.40 TOTAL
    US$ 17(i) 
949,580.40 GRAND 
TOTAL 
Appeal File, Exhibit 7. 
7.  The period of performance in the order (April 15, 2005, through April 14, 2006) is 
different from the performance period in the proposal (March 1, 2005, through February 28, 
2006).  Appeal File, Exhibits 2, 7. 
8.  The meaning and significance of “Price authority: InterImage Inc.,” “Date: 
4/15/05,” and “LT” is not explained in the record. 

 
     
     
 
 
   
 
    
 
 
   
    
      
    
5 CBCA 678 
9.  On April 15, 2005, the SBA also issued SBA order SBAHQ05F0209 under MAS 
contract GS35F5577H.  Section 17 is identical to the order issued under MAS contract 
GS23F8021H, with the exception that no period of performance is specified. 
10.  Neither MAS schedule contract GS35F5577H nor MAS schedule contract 
GS23F8021H is included in the record. 
11.  On or about May 4, June 6, July 2, August 2, September 2, October 3, 
November 3, and December 2, 2005, and January 3, 2006, InterImage submitted invoices for 
work performed.  All of these invoices were based on labor categories, rates, and hours 
worked as well as actual travel expenses.  The total work invoiced and paid for from the 
commencement of work through December 31, 2005, was $679,382.86.   Answer ¶¶ 15-24. 
12.  The remaining amount on the contract was $270,217.54.  Beginning with its 
February 10, 2006, invoice, InterImage changed the format of its invoices and calculated the 
amount due based upon a percentage of completion.  Appeal File, Exhibit 17. 
13.  The parties dispute the amount of work completed, regardless of the type of 
contract in place here. 
Discussion 
InterImage contends that the contract is a firm fixed price contract, that it fully 
performed the contract, and that it is entitled to be paid the remaining contract balance of 
$270,217.54 . The SBA, on the other hand, contends that the contract is a type of fixed hourly 
rate contract with reimbursement for travel, and that InterImage has received all payments that 
are due and owing under the contract. 
We are guided by the well-established rules applicable to summary relief motions. 
Summary relief is only appropriate where there are no genuine issues as to any material fact 
and the moving party is entitled to judgment as a matter of law.   Anderson v. Liberty Lobby, 
Inc., 477 U.S. 242, 247 (1986).  Any doubt on whether summary relief is appropriate is to be 
resolved against the moving party.  Celotex Corp. v. Catrett , 477 U.S. 317, 325 (1986).  The 
moving party shoulders the burden of proving that no question of material fact exists.  Adickes 
v. S.H. Kress & Co. , 398 U.S. 144, 157 (1970).  The non-moving party is required to point to 
“specific facts showing that there is a genuine issue for trial.”  Celotex, 477 U.S. at 324.  In 
considering summary relief, the judge will not make credibility determinations or weigh 
conflicting evidence.  Anderson, 477 U.S. at 249. All reasonable inferences and presumptions 
are resolved in favor of the non-moving party.  Id. at 255; United States v. Diebold, Inc ., 369 
U.S. 654, 655 (1962). 

   
  
 
   
 
     
  
      
  
 
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6 CBCA 678 
In this case the issue is certainly one of contract interpretation.  The parties ask this 
Board to determine the type of contract underlying this dispute.  The invoices and claim 
reference two purchase orders with the same purchase order number placed under two 
separate GSA MAS contracts.  Neither of those MAS contracts is part of the record.  Without 
the underlying contacts, and given the unexplained references on the purchase orders, the 
question of contract interpretation is not ripe for summary relief.  Moreover, the distinctions 
between the two purchase orders and the two MAS contracts, if relevant, remain unexplained 
at this stage. 
Furthermore, it is unclear whether the Board must review the actions of the parties 
prior to the dispute arising to determine their intent regarding the type of contract entered into 
here.  It is well settled that the interpretation given to a contract prior to the dispute arising is 
demonstrative of the intention of the parties upon entering into the contract.  Jansen v. United 
States , 344 F.2d 363, 369 (Ct. Cl. 1965).  Certainly, at this point the Board cannot preclude 
the necessity for further fact finding regarding the actions of the parties prior to and after 
award.  Under these circumstances, summary relief would be inappropriate. 
Decision 
The parties’ motions for summary relief are DENIED . 
R. ANTHONY McCANN 
Board Judge 
We concur: 
CATHERINE B. HYATT JOSEPH A. VERGILIO 
Board Judge Board Judge