agreed on the base year tax rate there was a discussion about it i believe that they never negotiated to an agreement i believe the board found that there was not was not they did not reach an agreement you know that's what the board found it your position is that it that they did yes but the board also found that there was not a negotiation there was not a negotiation or an agreement the board did not find that there was an appreciation but that they failed to reach an agreement before it found that there was not a go she of the base your tax refund under the contract if they had discussed it but not reached an agreement you would be in the same position you they either agreed to it or they agreed that whatever was going to come out of the first full year tax assessment was going to be it your position is the for and the government's position towards finding someone at our position is we didn't go shit and we are in agreement that that position in addition to being supported by the terms of the lease including the best and final offer via a s p which in turn incorporated the contracting officer to a letter that solicited the best can final offer confirming that there was not only negotiations but there was an agreement the agreement is further confirmed by the testimony of the contracting officer at the hearing he specifically testified that the parties did negotiate and didn't agree to a vat i think year tax rate but he claimed and reflected in the lease or with any game in the lease including all the incorporated terms and particularly the best and final offer they argue and they also argue that he was in adjustment clause when he made that testimony but it's his honor referred to either they negotiated and agreed or they didn't the contracting officer of agreed that testified they didn't go shape and reach  testified that there was an agreed why doesn't the draft twelve standard form to answer the question of which of those two choices was elected because that standard form twelve needs to be read in the context first of all which it was prepared as well as part of reading the lease as a whole and trying to give meaning to all those terms one of the fundamental problems with the don't let me let me back up a little bit standard form to paragraph twelve refers us to the provision that says there are two different ways as i understand it to determine the starting point for the  can either agree on something that will be the starting point or you can go with the first full year those are the two choices standard form two paragraph twelve seems to say that is the first full year of those two options that this is the one that was chosen as i read this language it looks pretty unambiguous is there something about this language that should lead me to think that it isn't this clear as it looks on its face yes several things your honor first of all the lease the lease is not standard for two standard for two is part of the lease standard for him to expressly incorporate as part of the lease the best and final offer which in rate of three dollars and eighty eight cents so that provision the terms of the best and final offer have as much standing in the least as does stand any provision in standard for two another important thing to understand is reading the board's decision the board fundamentally misunderstood what's clear before to worse in terms of its nature its time inc and its purpose the board found specifically testified that its purpose it was not to solicit anything or anything was no more feedback from a s p it was strictly to memorialize what had previously been agreed to and what had previously been agreed to is reflected in the to say the base first full base year of assessment will be the binding one what would speak interpretation of that language that is in your favor or first of than it's used in four point four four point four refers to the full first full calendar to ear as opposed to the first twelve watch which is used for court four but again paragraph t is not entirely absorbed paragraph twelve is not entirely sure deterrence relating the ambiguity and the conflict but first of all it should be and can be read consistent throughout the balance of the terms of police and if it's not it creates a conflict and in ambiguity with the best and final offer that ambiguity is as a result of standard form two it was drafted unilaterally by by g s a and in the context of the whole be so when it was refused reviewed and executed by e s p there was no evident conflict there they understood it to be completely consistent with their best and final offer quoting three dollars and eighty eight cents  what we understood it to be that the first twelve months would that is when the agreement relative to the base year would go into effect once the property was actually assessed the solicitation initially only requested one overtime rate the solicitation was then amended to add eight point three eight which was a second form of overtime and the only way that you can get compensated for that singular overtime rate in his letter soliciting the best and final offer and the contract is not provide true definitions of over time but the board applied to  terms of the g s a is understanding the present value analysis by the g s a demonstrate the g s a understood completely that the three dollars ninety eight cents was submitted pursuant to eight point three  to conduct the present value analysis and the present value analysis per the lease only related to eight point three not eight point four thank you is not the first full calendar year section four point four refers to the first twelve months and the standard form to which the j seventy four talks about the first calendar year before the one that you might we've been focusing on the one that says the estimated annual tax base is six seventy nine is that does that not doing any work at all the rest just in case you want to know estimated meant that it was not an agreed upon real state tax base but again it was simply a placeholder that was based on a f p demos off which you said the importance of putting it into in this case standard for it changes the risk that the government will be on the hook for a larger or smaller amount of additional tax in the future yes exactly exactly and the three dollars need sense up per square foot is a part of the thirty five dollar prepare after i think your friend of yours i'd say that this was repaired after their offer was accepted if this was it was prepared after their best and final offer it was not prepared late in the process that this came in this standard form to come into play what role at that point did it have was the g s a still of value waiting offers at that point ever was this just memorializing something that had the obligations of the parties well it clarifies that the parties did not negotiate and separately agree upon a real estate tax base and this ingestion vitale's phrase peter this was somehow inserted into the lease or unilaterally drafted it's signed by s p denver they read this provision and agreed to it and it's for you consistent with with the rest of the record that there's nothing p denver's offer there's nothing in the car spa needs that supports a s p demo suggestion that the party separately negotiated an agreed upon it real estate tax base it's just not there can you can you explain what all it rent a rate of thirty five dollars per square foot and it's broken down for utilities and several other factors and several other components one of which is the three dollars eighty and eighty eight cents per square foot so so all that is is simply taking denver's offer which was incorporated in the lease and and basically taking down the components of their offer it never says in any of these occupancy agreements that the parties separately negotiate any rate upon so here the only so the government expected this number and when it turned out that they were mistaken in estimating the tax rate and you were also mistaken in estimating you got the benefit that they had to eat it yes and i think it's important to understand why the real estate tax base was amazed that they forgot one of the two taxing authorities r that that's certainly a possibility but again this is a fixed price lease and the burden upon ferreting out what the correct mil rain and what the correct real estate tax estimate real estate tax base is supposed to be is on the can the professional board's finding that there was not an agreed upon real estate tax base rate and that's simply not kits mrs bowen testified to is that the g s a rules the specialist that actually conduct the negotiations that the parties never agree to real estate activities and you're honors are question regarding the difference between negotiation and agreement is is important here because a f p devore never points to anything in the record says there was an agreement between the parties versus a negotiation over an estimated real estate tax are you saying that well they did negotiate it with the estimate but they didn't negotiate over the final base i e the rate that would be  feeling that what you're saying is not consistent with the answer he gave to the question that appears at the top of your feet and fifty that maybe your position is that he was simply mistaken cave imprecise and i think it's fair to say that a track service was part of the lease payment or were over and above the lease payment the rental payment it's both a portion or somebody can walk into a room and said i want to know exactly and the other portion is the on demand a portion so this is only operates if someone centric pushes a button so the dedicated portion of the twenty four seven system is included in the lease rate of thirty five dollars per square foot deep twenty four seven on demand is not and that g s a allowed an s p denver any offers to propose a cost for those services a s b denver did not pose a cost for that propose a cost it did not impose a cost because even though they claimed nine hundred thousand dollars these services the actual cost of service was less than twenty five thousand dollars and this is a hundred twenty million are obese so you're saying that they just sort of through this and this on demand room which is less than twenty five percent of the building is double the utilities for the entire building so i ask you denver is an effort to misread the lease here ask the board and ask the court to provide them with a significant windfall  inconsistent with the lease that explanation of oh we negotiated the tax rate but that it was just for one year or one off thing the only place that that is stand in is is in the redirect by mr redirect testimony by the contracting officer and it's not found in the lease it's not in the regulations it's not in standard form four point four which again has two options you negotiate it's set automatically not you negotiate it for a year and then later on you do something else so i think if you need his testimony it's nothing more than his argument and interpretation of the lease and now  for two and to the extent that his position is completely inconsistent with the greeks and the regulations and the standard forms with respect to the h p ac claim and the  cost versus the charges the contract officer specifically testified that eight point three b was added by then to the solicitation that's also part of the records indicated there specifically for the express purpose of providing offer or the opportunity to receive compensation additional compensation over and above the thirty five dollars per square foot cap on the rental  precisely that the evidence demonstrate that in financing the project a s a p relied upon the divisional payments under eight point three being and i'd also point out if just reading eight point three b on it face it does not say will it provides a very precise formula we will take six thousand two hundred fifty hours of possible twenty four hour undermanned over time we're going to apply that rate the overhead rate you quote and you will receive a lump sum payment every year for that it's easy math and it's also important to note that that math once again is reflected in the  documents where they made precisely the calculation reflected in eight point three b in their present value analysis with with only limited to eight point three they use the same six thousand two hundred fifty apparent very large dollar figure disparity between costs to you and using the formula as you just described where against interpret if you were isolated and just look at the hill because yes but let me point out there's also the capital cost of putting the system in the first place but many of then it's not inconsistent because again the expressed purpose or the stated purpose of eight point three got so there's not a windfall here if you look at it outside the context of eight point three b which does not save will reimburse your cost it says you will be paid your rate hike six thousand two hundred fifty out  simply got about twenty million dollars of scope in their project for free because of failure to pay per eight point three  b the only thing i'd point out is a with respect to a six in any sense if it has no application to this it's there was no negotiations whatsoever and as compared to the best and final offer in the contracting officers evocations which was incorporated into the best and final offer and incorporated into the leaf to the extent the details of these two issues are more tedious and confusing and mind i mean i would