ARMED SERVICES BOARD OF CONTRACTAPPEALS Appeal of

-- ) ) Deas Construction, Inc. ) ) Under ContractNo. FA4855-14-M-V003 )
APPEARANCES FORTHE APPELLANT:

APPEARANCES FORTHE GOVERNMENT: ASBCA No. 60633

Mr. Douglas Reitmeyer

Vice President for Litigation Mr. Kirk Deas

President Jeffrey P. Hildebrant, Esq.

AirForce Deputy ChiefTrial Attorney HeatherM. Mandelkehr, Esq. AnnaF. Kurtz, Esq.

Trial Attorneys
OPINION BYADMINISTRATIVE JUDGE NEWSOM This appeal concerns the termination for convenience ofa $42,000 commercial services contract. Appellant contends that it fully performed the contractbefore the termination and is entitledto full payment. The government contends that appellant performed only a fraction ofthe scope ofwork and is only entitledto a fraction ofthe contractprice as atermination settlement. Appellant elected to proceed underthe Board'sAcceleratedprocedure ofBoard Rule 12.3. After a hearing, for the reasons explainedbelow, we hold that appellant did not fully performthe contract and that the government's determination ofthe amount of appellant's termination settlement is reasonable. FINDINGS OF FACT
1. This appeal concerns a contractto repair an Isochronal Inspection Maintenance Stand (ISO Stand or Stand) and deliver a technical manual for the Stand (R4, tab 7 at 4, tab 2 at 2). 2. An ISO Stand is an elevated platform that fits around and up against an aircraft. The Stand allows maintenance personnel to access and walk 360 degrees aroundthe aircraft to perform repairs and maintenance. This enablespersonnel to work more efficiently than ifthey had to climb up and down ladders to performrepairs or maintenance. (Supp. R4, tabs 148, 152; tr. 11223-24, 2/48)3. The particular ISO Stand at issue was designed and built by a company called KWD Manufacturing, Inc. (KWD) (R4, tab 4; tr. 2/48, 54). The Stand had been acquired sometime in the past, and by 2013 it was located at Cannon Air Force Base, lying mostly disassembled in a state ofdisrepair. Cannon AFB maintenance personnel did nothave the technical expertise to repair it. (Tr. 11223-25)
4. In 2013, the AirForce contacted KWD and inquiredhow to make the Stand functional (tr. 2/53). After examiningthe ISO Stand, in June 2014 KWD submitted an unsolicited quote to repairthe Stand for a price of$109,390.10 (R4, tab 51 at 1; supp. R4, tab 56).
5. The parties dispute whether KWD also suppliedthe governmentwith a list of parts missing from the ISO Stand. KWD's president, John Deane, testified that he provided with the quote a cost workup that included "aconglomerate ofmany items." Questioned whetherthis included a list ofparts missing from the Stand, he testified that he did not supply "aper se cross downthe line list" where "couldyou submit it and have everybody quote in it- I did not." (Tr. 2/214-15) The contracting officertestified that the AirForce did nothave a list ofmissingparts (tr. 1/57). Based on this testimony, we find that KWD provided a list ofmaterials but not a missing parts list that could be used by other offerors to generate a quote.
6. In 2014, the AirForce decidedto hold a competitive procurement for award ofa commercial services contracttorepairthe ISO Stand (supp. R4, tab 73; tr. 1/38-39, 48-49, 224-28).
7. The AirForce issued a request for quotations on 18 September2014 (R4, tab 1). The solicitation contained a single contract line item number (CLIN) that described the work as follows:
The contractor shall provide non-personal services, to include all personnel, equipment, labor, supervision, and other items and services necessary to repair an Isochronal Inspection [ISO] Maintenance Stand Part No. 38-1-00-5, and provide all required manuals and documents in accordance with the Performance Work Statement (PWS) dated: 16 September2014.
The solicitation called for a single unit price for this CLIN. (R4, tab 1at 2) The solicitation also providedthat the "standmustbe tested and the end item repairedto a new refurbished condition as identified in the Performance Work Statement (PWS)" (id.).

28. The PWS elaborated, stating: 1. DESCRIPTION OF SERVICES The Contractor shall provide non-personal services, to include all personnel, equipment, labor, supervision, and other items and services necessary to ensure the fabrication, shipping, installation, and assembly ofthe Isochronal Inspection (ISO) Maintenance Stand (Part No. 38-1-00-5) is completed and repaired to a new refurbished condition. The maintenance stand shall be in compliance with AirForce Instruction (AFI) 91-203, Occupational Safety and Health Act (OSHA), and all other applicable Air Force, federal, state, and local requirements. 1.2 The Contractor shall test the assembled unit to ensure the stand is fully functional, properly fits and stores in hangar, and successfully wraps around aircraft. (R4, tab 2 at 1) 9. The PWS specified two deliverables: (1) the "ISOMaintenance Stand 38-1-00-5: 100% assembled, fully functional, and in compliancewith all applicable regulations" and (2) "Technical Manual with equipment illustratedparts breakdown" (R4, tab 2 at 2). 10. Shortly after issuing the solicitation, the Air Force issued Amendment 1, announcing a site visit to be held on 22 September2014 (R4, tab 5). 11. Appellant, Deas Construction, Inc. (Deas) is a small business. Priorto the ISO Standproject, Deashad bid on only one federal acquisition and had never been awarded norperformed a federal contract. (Tr. 2/221-29) 12. Deas sent a representative, Mr. Christian Hernandez, to the site visit. Mr. Hernandeztook photographs ofthe Stand and asked questions. (Supp. R4, tab 91) 13. Followingthe site visit, the Air Force issued Amendment 2 to the solicitation containing written answers to the questions asked during the site visit. The answers to two ofthe questions are key to this dispute:

3• Arethe electrical repairs the main focus ofthis requirement, or is the end item the overall requirement?

- The requirement is for a fully functional end item, to include electrical. Reference PWS paragraph 2.1, 2.2

• Is there a list ofitems missing or needing repair/replacement, or an estimate ofwhat components are missing?

- No, the awarded contractor will have to determine what is missing orneeding replacement to deliver the completed ISO Stand 38-1-00-5 (R4, tab 6) (Bold deleted)
14. Kirk Deas, the owner ofDeas, interpreted "the awarded contractor" to mean that the contractorwho was awarded the contract

- but not the bidders

- would determine whatparts were missing. He testified that he thought thejobrequired the contractor only to assemble the parts that were available, notto acquire missing parts. (Tr. 2/235-36, 243) Ifhe had known that the AirForce would require Deas to provide missing parts, Deas would not have bid thejob (tr. 2/245).
15. Two offerors submitted quotations in response to the solicitation, KWD and Deas (tr. 1/58). KWD, the original manufacturer, re-submitted its previous quote of $109,390.10 (supp. R4, tab 99 at 2; tr. 1/58-61). Deas submitted a quote of$42,000.00 (supp. R4, tabs 94, 99 at 1-2).
16. The contractingofficernoted the price difference but did not think thatthere was a problem with Deas' pricing. She assumed that Deas knew how to bid the project. She also believed KWD's quote was excessively high because, as she explained, "KWD's quote was the exact same quote that had been turned in earlier as a sole-source quote. In my experience, sole-source quotes have always been higherthan what we would expect from a competed contract." (Tr. 1/58-59)
17. On 30 September 2014, the AirForce awarded ContractNo. FA4855-14-M-V003 to Deas (R4, tab 7; supp. R4, tab 105). The contract containedthe same CLIN for "ISO Stand Repair" that was in the solicitation, identifying it as a firm-fixed-price CLIN for $42,000. As in the solicitation, the CLIN referred to the PWS, which was an attachmentto

4the contract. There were no other CLINs, and no CLIN to be paid on a cost-reimbursement basis. (R4, tab 7)
18. The contract contained two different termination clauses. 

### It contained Federal Acquisition Regulation (FAR) 52.212-4, CONTRACTTERMS AND CONDITIONSCOMMERCIAL ITEMS (MAY 2014), which contains the following termination provision:


### Terminationfor the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to ceasework. Subjectto the terms ofthis contract, the Contractor shall be paid a percentage ofthe contractprice reflecting the percentage of the workperformed priorto the notice oftermination, plus reasonable chargesthe Contractorcan demonstrate to the satisfaction ofthe Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards orcontract costprinciples for this purpose. This paragraph does not give the Government any right to audit the Contractor'srecords. The contract.shall not bepaid for any workperformed or costs incurred which reasonably could have been avoided. (R4, tab 7 at 7) The contract also contained FAR 52.249-1, TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (SHORT FORM) (APR 1984) (id. at 8). The contracting officertestified that it was an errorto include FAR 52.249-1. Because this was a commercial services contract, she explainedthat the applicable termination clause was FAR 52.212-4(1). (Tr. 1 /184-85)
19. On 26 September2014, through a third party named Stephan Jordaan, Deas contacted KWD to request an owner'smanual and assembly help for the Stand. A KWD employee emailed a copy ofthe manual. (Supp. R4, tab 98) Subsequently on 2 October 2014, KWD notified Mr. Jordaan that the manual wasproprietary, requested that it not be copied or distributed, and requested that the copy provided to Mr. Jordaan be destroyed (supp. R4, tab 107).
20. Deas engaged a subcontractorto assemble the Stand at Cannon AFB (tr. 2/255). Deas also purchasedbolts with whichto assemble the parts, at a cost of $398.27 (supp. R4, tab 135 at 11-13; tr. 2/255-56). Deas presented no evidence whether, orto what extent, the bolts were used in performingthe contract. 

### It presented 5·noevidence ofwhatbecame ofthe bolts that were not used, i.e., whetherthey were sold, used on otherjobs, orplaced in inventory.
21. The subcontractor worked to assemble the Stand, but by early February 2015 reached a stoppingpoint, and did not complete the assembly, "due to missing items/hardware that need to be ordered" (R4, tab 11). Deas did not deliver a fully functional ISO Stand to the government (tr. 1170).
22. At that time, an AirForcetechnical sergeant was asked to check the status ofthe project. Aftertaking what he characterized as a "quick glance" or a "mechanic's eyeball" at the Stand, he reported that the ISO Stand "looks to be about three-fourths of the way complete," an estimate thathe called a "ballpark figure" (R4, tab 11; tr. 2/14-18). We find that this estimate cannot be relied upon to determine the percentage ofwork performed by Deas on the contract, becausethe estimate was based upon a "quick glance." 23. In early February 2015, Deas contactedthe AirForceto discuss billing for the workperformed (R4, tab 10). Thereafter a disagreement arose regarding payment and the scope ofwork required underthe contract. Deas demanded payment for work performed (e.g., R4, tabs 12, 13). The contracting officerrequested Deas to provide a cost estimate for the parts needed but she refused to process paymentbecause the deliverables required by the contracthad notbeen provided (R4, tab 15).
24. Deas objectedto having to obtain pricing for missing parts, stating that Deas "has no legal obligationto putmore time and effort into this contract," that "the work that was required

...has already been completed" (R4, tabs 16, 25). On 11 March 2015, the contracting officerresponded by noting that Deas was "responsible for all terms and conditions ofthe contract" (R4, tab 24). 25. Deas contacted KWD seeking pricing for Stand components (R4, tabs 17, 21). KWD refused to provide a quote, asserting that the owner's manual for the Stand contained information proprietary to KWD, and warning Deas against distribution of this proprietary data without permission (R4, tab 27 at 3). KWD also notified the Air Force that Deas and its representative "have beenusing ourproprietary data for their gain without ourpermission" (R4, tab 26). 26. On 20 March 2015, the contracting officerterminated the contract for the government's convenience, citing FAR52.212-4(1) (R4, tab 30). In the notice, the contracting officerexplainedthatthe "Governmenthas been made aware that you will not be able to performthis contractwithoutproprietorial information." She directed Deas to stop all work immediately. (Id.)



### 627. On 1April 2015, the contracting offic:errequested Deas toprovide a termination settlementproposal within 15 days and provided standard forms· for this purpose (R4, tab 34). Deas did notprovide a proposal (tr. 1/83).
28. On 18 May 2015, the contracting officeragain requested a termination settlement proposal (R4, tab 36).
29. This time, Deas responded by email dated 5 June 2015. Itattached termination settlement proposal forms that included a demand for payment of$42,000

- the full contract price. Deas explained on the form that "settlementproposal is based on percentage complete." In the sections calling for performance costs, expenses, and other financial data, Deas provided no cost, expense, or other financial detail, writing "NIA"throughout most of the form. Regarding subcontractor costs, Deas wrotethat its "[s]ettlementwith subcontractor is based onthe terms ofhis original subcontract agreement, work completed and accepted by the government, i.e., it is a 'Pay when paid' subcontract agreement and the subcontractorwas fronted his mobilization costs." (R4, tab 37 at 9)
30. Separately, in June 2015 Deas sent a copy ofKWD's owner's manual for the ISO Stand to the contracting officer (supp. R4, tab 131).
31. The contracting officerdid not respond to Deas' termination settlement proposal, nordid she process any payment to Deas (tr. 1/84-85). The contracting officertestified that she couldnot authorizepayment ofthe full contract amount because Deas had not completedthe ISO Stand norprovidedthe contractdeliverables (tr. l/84). She testified that she did not respond to Deas' proposal because "I didn't knowhow to respond to it. The contractorkept insistingthatthe work was completed. I would go look at the stand and I could see that nothing had been done to it." She added: "itwas impossible to make a decision aboutpaymentto Deas Construction because I had no way ofknowing at the time as to how much workthey had done, how much effortthey hadput into the contract." (Tr. 1/85-86)
32. Meanwhile, the government entered into a contractwith KWDto inspect, repair, assemble, and testthe Stand for $113,010.65 (supp. R4, tab 162).
33. On 18 March 2016, Deas mailed a claim for $43,940.80 plus interest and requested a final decision within 60 days (R4, tab 41). The contracting officerreceived the claim on 22 April 2016 (R4, tab 43). In the claim, Deas demanded full payment and alleged thatthe termination was improper because it occurred after Deas fully performedthe contract. Deas further contendedthat even ifthe termination were proper, the termination for convenience clause entitled it to full paymentplus the cost ofperforming extrawork. Deas also alleged thatthe contracting officerwithheld superior knowledge. (R4, tab 41)

734. The contracting officer did not initially issue a final decision because she "had no way ofknowing how much to estimate their level ofeffort was in the contract." She stated that Deas did not substantiatetheir level ofeffortbut simply asserted that "the work was fully completed and that they wanted full payment." (Tr. 1192-93)
35. On 17 June 2016 Deas filed this appeal from a deemed denial ofthe claim.
36. During discovery in this appeal, on 29 September 2016, the contracting officer issued a final decision awarding atermination settlement of 10 percent ofthe contractprice, or $4,200 (supp. R4, tab 163). Appellant did not appeal this decision. 37. This decision was basedupon an analysis performed by KWD'spresident, John Deane, who estimatedthe percentage ofcontract work performedpriorto KWD's effort to complete the Stand. According to KWD's analysis, approximately 90 percent ofthe contract work, measured by cost, involved fabrication ofparts. Because Deas did not fabricate any parts, KWD estimated that Deas performed no more than 10 percent ofthe contract effort. (Supp. R4, tab 149)
38. KWD's analysis was based in part on a comparison ofthe condition ofthe ISO .Stand in 2013 (before Deas performedwork) and its condition in December 2015 (after Deas performed work) (tr. 2/101-02, 136-40). This comparison does not exactly match the time period ofDeas' work (tr. 2/140-41). Nevertheless, we find the analysis to be a reasonably reliable assessment ofthe amount ofcontractwork completed by Deas. 39. During the hearing, Deas presented no evidence ofthe cost it incurred to perform the contract, otherthan the costto purchase bolts for $398.27 (finding 20). Mr. Deas testified that he did not know how much time Deas or its subcontractors spent performingthe contract (tr. 2/299). He also testified that, ifthe government's interpretation ofthe contractwere correct, he did not know what percentage ofthe contract

- as the government interpreted it

- Deas had completed (id.). DECISION This dispute stems from a disagreement over contract interpretation. Because the parties disagree as to the scope ofwork, Deas contends that it fully performed the contract and is thus entitled to payment ofthe full contract price plus settlement expenses (app. br. at 3-4). The government contends that Deas performed only a fraction ofthe work and is only entitledto a fraction ofthe contractprice (gov't br. at 28-36).

8Interpretation ofthe Contract Work Scope
In resolving contract interpretation disputes, we examine the contract as a whole, harmonizing and giving areasonable meaning to all ofits provisions. NVT Technologies, Inc. v. UnitedStates, 370 F.3d 1153, 1159 (Fed. Cir. 2004); ThinkQ, Inc., ASBCA No. 57732, 13 BCA,35,221 at 172,825. An interpretation that gives reasonable meaning to all parts ofa contract is preferredto one that leaves aportion meaningless. Hal-Gar Mfg. Corp. v. UnitedStates, 351F.2d972, 979 (Ct. Cl. 1965); LRVEnvironmental, Inc., ASBCANos. 58727, 58728, 15-1BCA,36,042.
Deas interpreted the contract as requiring that it assemble the Stand only to the extent parts were available, and not to require it to obtain missing parts. This interpretation derives from the following question and answer in Amendment 2 to the solicitation:

(Finding 13) • Is there a list ofitems missing or needing repair/replacement, or an estimate ofwhat components are missing?

- No, the awarded contractorwill have to determine what is missing orneeding replacement to deliverthe completed ISO Stand 38-1-00-5

Noting that the answer stated that the "awarded contractor" would determine what parts were missing, Deas argues that "bidding" contractors are not "awarded contractors" and thus the amendment did not require "bidding" contractorsto determine what parts were missing (app. br. at 3). From that premise, Deas argues that the contractrequired it only to assemble the Stand from parts already on hand. Ifparts were missing, Deas argues, they were the AirForce's responsibility. (App. br. at 3-4) The government contends that the contract required Deas to provide a "fully functional ISO Maintenance Stand in a newrefurbished condition," notjustto assemble the existingpieces. 

### It points to various parts ofthe solicitation and contractrequiring a "fully functional" Standthat has been "completed and repaired." (Gov'tbr. at 28-29)
We agree with the government. The solicitation and contract stated thatthe contractorwas to provide an ISO Standthatwas "completed and repairedto a new refurbished condition." The PWS expressly required a "100% assembled, fully functional" Stand. (Findings 7-9, 17) The contract explicitlyrequired "fabrication," thus, the contractrequired Deas to fabricate parts ifnecessary toprovide a functional ISO Stand (findings 8, 17). Deas' interpretation ignores this language and indeed would read 9out ofthe contract any requirement that the Stand delivered by Deas be functional. Because Deas' interpretation wouldrenderthese provisions meaningless, it is unreasonable. Hol-Gar Mfg., 351 F.2d at 972; LRVEnvironmental,**15-1BCA~36,042.** Amendment 2, upon which Deas relies, is consistentwith the government's interpretation. That Q&A described the work that the contract would require, i.e., what the "awarded contractor" must do (finding 13). In this way, it is no different from, and consistent with, the rest ofthe solicitation and PWS, which likewise described the work to be performed after award (findings 7-9, 17). Deas' interpretation ofAmendment 2, in contrast, is neither logical nor internally consistent. By stating that the "awarded contractor" would determine what parts were missing, the Q&A did not address, let alone limit or dictate, whether or not a biddermay determine what parts were missing. Moreover, Deas' interpretation ofthis answer is inconsistent with the immediately-preceding answer which stated that "the requirement is for a fully functional end item" (finding 13). Finally, we note that even ifthe solicitation had specifiedwhether or not a bidder should determine which parts were missing, it does not follow that the contract did not require a fully functional ISO Stand. Deas' interpretation is a non sequitur. Accordingly, we conclude that the contract required Deas to supply a fully functional ISO Stand which included fabrication ofmissing parts ifnecessary. Deas did not supply a fully functional ISO Stand (finding 21). Therefore Deas did not fully performthe contract. The conveniencetermination was not improper1

, and appellant is not entitled to payment ofthe full contractprice. Superior Knowledge
Deas next argues that the government had superiorknowledge that it withheld from Deas, specifically, Deas alleges thatthe government failed to inform it that its price was too low and that the original manufacturer quoted $109,390.10 for the work. Deas contends the difference in quoted prices should have caused the government to question Deas' $42,000 quote and particularly whetherDeas and KWD quoted on the same basis. (App. br. at 5-7)

1 In its claim, Deas argued that the termination for convenience was improper on the ground that Deas completedthe contractpriorto the termination (finding 33). That contention is absent from its post-hearing brief. To the extent that Deas continues to advance that argument, it is rejected, because as noted herein, Deas did not complete the contractpriorto the termination. 10To establish a breach ofthe government's implied duty to disclose superior knowledge, Deas has the burden to establish four elements: (1) [A] contractorundertook to perform without vital knowledge ofa fact that affects performance costs or duration; (2) the governmentwas aware the contractorhad no knowledge ofand had no reason to obtain such information; (3) any contract specification supplied misled the contractor or did not put it on notice to inquire; and (4) the government failed to provide the relevant information. Giesler v. UnitedStates, 232 F.3d 864, 876 (Fed. Cir. 2000); PGDC!TengJoint Venture, ASBCA No. 56573, 10-1 BCA, 34,423 at 169,923-24.
We reject Deas' superiorknowledge theory. 2 Deas cannot establish at least two ofthese factors, factors 2 and 3. The government was unaware that Deas did not know howto bid the project. Indeed the contracting officerbelievedthat Deas' price was reasonable and KWD's price was too high. (Finding 16) The solicitation was not misleading for the reasons already explained. Andthe Procurement Integrity Act would have prohibited the government from disclosing KWD's pricingprior to award. 3 41 U.S.C. §2102(a).

2 Deas has at times argued that the governmenthad a duty to disclose to Deas a list of missing parts, although it did not mention this argument in its post-hearingbrief. To the extent Deas continues to assert it, we reject that theory, among other reasons becausethe government did not have a list ofmissing parts (finding 5). 3 We considered whetherDeas made a unilateral mistake in its interpretation ofthe specifications that wouldhave entitled it to rescission ofthe contract, as explained in, among other authorities, McClure Electrical Constructors, Inc. v. Dalton, 132 F.3d 709, 711 (Fed. Cir. 1997); Ruggiero v. UnitedStates, 420 F.2d 709, 713 (Ct. Cl. 1970); Holmes & Narver Constructors, Inc., ASBCA Nos. 52429, 52551, 02-1BCA,31,849; orPavco, Inc., ASBCA No. 23783, 80-1 BCA , 14,407. We directed the parties to address this issue in theirbriefs, but Deas did not do so. We conclude that Deas does not wish to pursue a unilateral mistake theory and thus do not consider it further.

11Termination Settlement Costs
To determine the correct measure oftermination settlement costs, we refer to the termination for convenience clause,4 which provides that Deas is entitled to "a percentage ofthe contract price reflecting the percentage ofthe work performed" plus "reasonable charges the Contractor can demonstrate to the satisfaction ofthe Government using its standard record keeping system, have resulted from the termination." FAR 52.212-4(1). The government contends that Deas completed only 10 percent ofthe work, and is entitled to I0 percent ofthe contractprice, or $4,200 (finding 36). This assessment was based on a cost analysis concludingthat 90 percent ofthe cost ofperformance derived from fabrication ofparts. Deas did not fabricate any parts, so according to the analysis, Deas completed no more than I0 percent ofthe contract. We find that analysis reasonable. (Findings 36-38)
Deas bears the burden to prove that it is entitled to something additional. Nicon, Inc. v. UnitedStates, 331 F.3d 878, 885 (Fed. Cir. 2003); LockheedMartin Corp., ASBCA Nos. 53032, 54064, 04-1 BCA, 32,559 at 161,050. Deas has not carried that burden. Itchallenges the government's analysis as "speculative" (app. br. at 8), but offers none ofits own evidence ofthe percentage ofwork completed. Otherthan the cost topurchase bolts, Deas has not disclosed its own costs ofperformance (finding 39). Deas' only response was to cite an email from a technical sergeant stating that he thoughtthe Stand was approximately three-fourths complete (app. br. at 9), an estimate we find unreliable (finding 22). In summary, we find that Deas completed no more than I0percent ofthe contract. Deas also contends that it is entitledto "the cost ofthe bolts as detailed and submitted within its claim" (app. br. at 12). The cost ofbolts included in the claim was $398.27 (finding 39). The flaw in Deas' claim for the cost ofbolts is that Deas presented no evidence ofthe extent to which the bolts were used in performing the contract orputto otheruses (finding 20). Accordingly, we hold that Deas has not

4 The contract contained two different termination for convenience clauses (finding 18). Bothparties rely upon the termination clause for commercial contracts at FAR52.212-4(1) (gov'tbr. at 41; app. br. at 8). Because this is a commercial services contract, we agree that FAR 52.212-4(1) is the applicable clause. 12carried its burden to prove that the cost ofthe bolts was a reasonable chargeresulting from the termination. CONCLUSION Accordingly, the appeal is granted in part and denied in part. Deas is entitled to atermination settlement of$4,200.00 plus Contract Disputes Act interest from 22 April 2016 until paid. Dated: 13 December 2016

I concur

RICHARD SHACKLEFORD Administrative Judge Vice Chairman Armed Services Board ofContract Appeals Administrative Judge Armed Services Board ofContract Appeals

I certify that the foregoing is atrue copy ofthe Opinion and Decision ofthe Armed Services Board ofContract Appeals in ASBCANo. 60633, Appeal ofDeas Construction, Inc., rendered in conformance withthe Board's Charter.
Dated:

13 JEFFREY D. GARDIN Recorder, Armed Services Board ofContract Appeals