CBCA 4957

GRANTED IN PART: February 22, 2016 CBCA 4957 HAMILTON PACIFIC CHAMBERLAIN, LLC, Appellant, v. DEPARTMENT OF VETERANS AFFAIRS, Respondent. Sean Milani-nia and Ryan Stalnaker of Fox Rothschild LLP, Washington, DC, counsel for Appellant. Neil S. Deol, Office of General Counsel, Department of Veterans Affairs, Decatur, GA, counsel for Respondent. WALTERS, Board Judge. Appellant, Hamilton Pacific Chamberlain, LLC (HPC), a small business entity, has elected to proceed under the small claims procedure of Board Rule 52, Small Claims Procedure, requiring a decision on the appeal within 120 calendar days from receipt of the election. Under the small claims procedure, “[t]he presiding judge may issue a decision, which may be in summary form, orally or in writing. . . . A decision shall be final and conclusive and shall not be set aside except in the case of fraud. A decision shall have no value as precedent.” 48 CFR 6101.52 (2014). The parties, HPC and the Department of Veterans Affairs (VA), also both elected to have this appeal processed under Board Rule 19, Submission on the Record Without a Hearing, and have each submitted briefs and relevant documents which have been admitted into the record. CBCA 4957 2 Background The instant appeal arises from a three-phase contract awarded by VA to HPC, contract VA245-13-C-0069, for renovation of certain areas of buildings 217 and 500 at the VA Medical Center in Martinsburg, West Virginia. At issue is the pricing of two contract modifications – modifications P00002 and P00006. These modifications correspond to two requests for proposal (RFPs) – RFP 4 and RFP 7. Extensive negotiations between the parties failed to yield agreement as to the equitable adjustments for either modification. VA issued modification P00002, expressly characterizing it as “unilateral modification” in the February 28, 2014, email message to HPC that forwarded the modification document. Notwithstanding that characterization, the document contained a signature line on the first page for “Paul Hamilton, VP,” HPC’s Executive Vice President, Mr. Paul Hamilton, as well as the following release language on the document’s second page: The consideration represents a complete equitable adjustment for all costs, direct and indirect, associated with the work and time agreed to herein, including but not limited to all costs incurred for extended overhead, supervision, disruption or suspension of work, labor inefficiencies, and this change’s impact on unchanged work. In his affidavit, Mr. Hamilton indicates he took the signature line with his name to be an “instruction that the Contractor was required to sign the modification.” Mr. Hamilton did sign the modification document, but states that he did not notice the release language on the document’s second page. HPC maintains that Mr. Hamilton had no intention to waive HPC’s claim for the amounts in dispute when signing modification P00002. Modification P00006, Mr. Hamilton asserts, was likewise provided to HPC for signature, despite the VA’s awareness “that HPC disputed the costs included in that modification.” He signed that modification on July 25, 2014, but, upon discovering release language on the second page (the same language that had appeared on the second page of modification P00002), crossed it out and signed where the language had been excised. HPC submitted a request for equitable adjustment (REA) in January 2015, seeking additional reimbursement for the work under the two modifications. The parties were unable to come to agreement on the REA, and HPC submitted a “certified claim” to the VA contracting officer on May 20, 2015, in the total amount of $99,372.89, to recover the pricing differences between the amounts specified under the modifications and the amounts it had proposed for each modification, as well as additional amounts of alleged damages for delay to its contract performance purportedly caused by VA’s delay in issuing the two modifications, plus $7426 allegedly incurred in preparation of the “certified claim.” By CBCA 4957 3 letter dated July 14, 2015, the contracting officer issued a final decision denying the claim in its entirety.