ASBCA 63444

ARMED SERVICES BOARD OF CONTRACT APPEALS Appeal of - ) ) Vectrus Systems Corporation ) ASBCA No. 63444 ) Under Contract No. FA3002-17-C-0001 ) APPEARANCES FOR THE APPELLANT: Joseph G. Martinez, Esq. Mikaela R. Colvin, Esq. Dentons US LLP Denver, Colorado APPEARANCES FOR THE GOVERNMENT: Caryl A. Potter, III, Esq. Air Force Deputy Chief Trial Attorney Christian Robertson, II, Esq. Trial Attorney OPINION BY ADMINISTRATIVE JUDGE SMITH Appellant Vectrus Systems Corporation (Vectrus) seeks an equitable adjustment to its fixed price contract for laundry services because it cleaned more of a small number of items than were shown in the “workload data” attached to a contract modification (even as it cleaned less of other items included in the “workload data”). We find that the specific workload data numbers were not contractually binding upon either party, the question of negligent estimates does not apply, and the pertinent fixed price CLINs provide no basis for an equitable adjustment. The appeal is denied. FINDINGS OF FACT The Contract The U.S. Air Force (USAF) issued the solicitation for Base Operation Support Services (BOS) Contract No. FA3002-17-C-0001 on August 29, 2016 (JR4, tabs 2 at 1, 3, 18 at 1). 1 Vectrus was required to provide a wide range of services for the operation of Keesler Air Force Base in Biloxi, Mississippi. The contract divided those services into an array of contract line items (CLINs), most of which were firm fixed price (JR4, tab 18 at 3-50). The CLINs were structured by contract years, with a base 1 By Order dated January 18, 2024, the Board directed the parties to coordinate with one another to prepare single group of electronic documents as a Joint Rule 4 file. Those documents will be cited herein as “JR4, tab __ at __.” 1 year (June 2017 through May 2018) and six subsequent option years (JR4, tab 18 at 209-34). To place this dispute into context and perhaps explain why the parties did not choose to go into as much detail about the individual CLINs at issue here as they might have, we note that the value of the first year of the contract was $15,412,400 (JR4, tab 18 at 2), and the Performance Work Statement (PWS) was 775 pages long (see JR4, tab 19). The contract provisions relevant to this appeal were four types of “dry cleaning, linen exchange and laundry service” (laundry) (JR4, tab 19 at 635). The laundry provisions were brief and, oddly, embedded within the contract’s “munitions” section, as shown here: Id. Each of these four provisions had a corresponding CLIN per contract year (JR4, tab 18 at 40-43, 69-71, 9-96, 119-21, 144-46, 169-71, 194-96). Each CLIN was firm fixed price per month, times 12 months per contract year. For example, the APF dry cleaning CLIN 1038 for the first contract year was this: (JR4, tab 18 at 40). 2  Using this example, between contract section 23.1.2.2.3.1 and CLIN 1038, Vectrus was required to dry clean all APF items for a flat fixed price of $4,929 per month for the first contract year. There was no specified number, range or limit (high or low) of items to be dry cleaned under CLIN 1038. Similarly, CLIN 1038 obligated USAF to pay Vectrus $4,929 per month, for a total of $59,148 that year, regardless of actual volume and even if no APF items were dry cleaned throughout the entire year. This example illustrates the parties’ contractual obligations for the other three laundry services and their corresponding CLINs too. The “Workload Data” Attached to the solicitation as Appendix 15B was a chart, described in the table of contents as “workload data,” that listed 34 individual item-types (pillowcases, shop rags, hats, etc.) and tallied a total for each one (JR4, tab 3 at 5, 720). The definition or contractual relevance of the workload data was not defined on the chart itself, in the laundry provisions, in the laundry CLINs, or anywhere else in the contract. 2 And the term “workload data” was not used in either the laundry provisions of the contract or the corresponding CLINs.