ASBCA 62674

ARMED SERVICES BOARD OF CONTRACT APPEALS Appeal of - ) ) WSP USA Solutions Inc. ) ASBCA No. 62674 ) Under Contract No. W911WN-15-D-0001 ) APPEARANCES FOR THE APPELLANT: David M. Nadler, Esq. Scott Arnold, Esq. Carolyn R. Cody-Jones, Esq. Blank Rome LLP Washington, DC APPEARANCES FOR THE GOVERNMENT: Michael P. Goodman, Esq. Engineer Chief Trial Attorney Richard J. Sprunk, Esq. Olivia J. Estay, Esq. Thomas X. McHugh, Esq. Engineer Trial Attorneys U.S. Army Engineer District, Pittsburgh OPINION BY ADMINISTRATIVE JUDGE WOODROW This appeal involves a contract for WSP USA Solutions Inc. (WSP) to provide the U.S. Army Corps of Engineers (USACE) with temporary emergency power services required for declared federal disasters. Specifically, the appeal arises from work performed under three task orders (TOs) issued in response to Hurricanes Irma and Maria to provide emergency power services in Puerto Rico and the U.S. Virgin Islands (USVI). WSP argues that work performed pursuant to these TOs during the contract’s third option year should have been priced at the contract’s higher rates for that option year, and not at the rates for the second option year, during which all three TOs were issued. WSP alleges that USACE’s failure to pay it at Option Year 3 rates for this work constituted breaches of both the contract and the implied covenant of good faith and fair dealing. USACE asserts that WSP was appropriately paid for its services pursuant to the agreed upon Option Year 2 rates. The Board has jurisdiction over this appeal pursuant to the Contract Disputes Act of 1978, 41 U.S.C. §§ 7101-7109. Both parties elected to submit this appeal on the record pursuant to Board Rule 11 and requested that the Board decide both entitlement and quantum. We hold that the contract unambiguously provides that the pricing for each TO is set when the order is placed and remains in place for duration of the work under the TO, even if the period of performance extends beyond the original term of the underlying contract or option period. Therefore, we deny the appeal. FINDINGS OF FACT 1. On October 22, 2014, USACE awarded Contract No. W911WN-15-D-0001 (the contract) to WSP to provide temporary emergency power services required for declared federal disasters (R4, tab 2 at 12-13, 27). ∗ 2. The contract was an indefinite quantity indefinite delivery contract with a base period of one year and four option years (R4, tab 2 at 13-22). The contract’s initial total contract price was $94,985,000.00 (id. at 13). 3. Section B of the contract included two firm-fixed price contract line item numbers (CLINs) for the base year and for each option year: (i) ACI Emergency Power, and (ii) Readiness and Preparedness (R4, tab 2 at 13-22). The ACI Emergency Power CLINs covered: ALL LABOR, TRANSPORTATION, EQUIPMENT, MATERIALS SUPERVISION, AND REQUIRED INTERNAL LOGISTIC SUPPORT TO PERFORM GENERATOR SET ACTIVITIES . . . . (Id. at 13, 15, 17, 19, 21) 4. The base year and the four option years were scheduled as follows: Base Year: October 22, 2014 – October 21, 2015 Option Year 1: October 22, 2015 – October 21, 2016 Option Year 2: October 22, 2016 – October 21, 2017 Option Year 3: October 22, 2017 – October 21, 2018 Option Year 4: October 22, 2018 – October 21, 2019 (R4, tab 2 at 62-63) 5. Generally, the contract required WPS to mobilize its employees and government-supplied generators in response to federal disaster declarations. The contract called for three distinct phases of work: Mission Readiness, Mission Mobilization, and Mission Execution. (R4, tab 2 at 27) ∗ The parties numbered pages in their Rule 4 submissions with a prefix of letters and/or leading zeros. We have dropped the prefix and leading zeros and just cite the numeric page number. 2  6. The contract provided for pricing schedules in the base and option years that identified the line items being ordered and the rate to be paid for those items.