Petition for Review of a Decision of the District of Columbia Contract Appeals Board (CAB D-1014).
The opinion of the court was delivered by: Newman, Senior Judge
Before FISHER and THOMPSON, Associate Judges, and NEWMAN, Senior Judge.
The District of Columbia seeks review of a decision of the District of Columbia Contract Appeals Board ("the CAB") relating to the District's contract with intervenor Ambush Group, Inc. ("Ambush Group"), a telecommunications consulting business. The District argues that the CAB misinterpreted the contract when it found that the scope of work provision included an audit of telecommunications equipment in addition to telecommunications lines and circuits. We hold that the contract unambiguously limited Ambush Group's scope of work to a "line and circuit" audit. Because the integrated contract is clear on its face, the CAB erred in interpreting the integrated contract in light of extrinsic evidence. We reverse the CAB's decision.
In December 1993, the District entered into a contract with Ambush Group to provide telecommunications auditing services. The contract contains a scope of work provision, which incorporates the District's request for proposals ("RFP") and select portions of Ambush Group's Best and Final Offer ("BAFO") sent in response to the RFP.
In the RFP, the District announced a requirement for "contractor services to audit [the District's] telephone lines and circuits." The subject line states, "Procurement of Services to Audit Telephone Lines and Circuits." The RFP then gives a general description of the local government's assortment of telephone lines and data circuits and indicates that cost savings might be achieved from the conversion of its telephone line system. In that same paragraph, the RFP states that "[t]he government also requires an audit to verify the accuracy of invoices." The next paragraph begins by reiterating that "[t]he government requires the services of a contractor to identify all line and circuit billing errors, including, but not limited to, those described above." The RFP then requests prospective offerors to submit "proposals describing how the above work would be undertaken . . . ."
In response to the RFP, Ambush Group submitted the BAFO, delineating a six-phased approach to the proposed audit. The introduction to the BAFO notes that since the 1984 divestiture of AT&T "many organizations with leased AT&T equipment and/or Centrex systems have been erroneously billed for a variety of reasons . . . ." The BAFO introduction also proposes to "interpret the Public Service Commissions [sic] tariffs as they relate to leased AT&T equipment," compare "current on-site equipment . . . to what you are being billed and determine billing errors," and submit "projected refund analysis reports to AT&T . . . ."*fn1
On December 20, 1993, the District and Ambush Group entered into a contract that contains a scope of work provision incorporating the RFP and portions of the BAFO. The contract does not incorporate the introduction to the BAFO. Article VIII of the contract, titled "Order of Precedence" provides that "[a]ny inconsistencies in this contract shall be resolved by giving precedence" first to the language of the contract document itself, followed by the RFP and ending with the select portions of the BAFO. Thus, the contract's scope of work provision is as follows:
Article I - Scope of Work The Contractor will perform telephone line and circuit auditing services for approximately 21,000 Centrex lines, various XMB lines associated with PBX at the Reeves Center, 500 1MB lines and approximately 1,000 data circuits. The Government requires that the Contractor identify all line and circuit billing errors, including, but not limited to, those described above, in accordance with the following: A. Request for Proposals (RFP) No. 4043-AA-NS-6-GM issued November 8, 1993 . . .
B. Following sections of AGI Best and Final Offer dated 11/23/93 in response to RFP No. 4043-AA-NS-6-GM . . .
1. Phase I - Items 1 through 4
2. Phase II - Items 1 through 8
3. Phase III - Items 1 through 6
4. Phase IV - Items 1 through 7
5. Phase V - Items 1 through 10 and Item 11 revised . . .
6. Phase VI shall be deleted in its entirety as written and the following shall be inserted in its place . . . .
The relevant portions of the incorporated BAFO sections are as follows:
1. Describe the project in a general meeting of the telephone coordinators to be convened by the government within seven working days of contract award.
2. Gather required documentation from C&P Telephone Company (SCR), AT&T and other circuit vendors that provides [sic] circuitry for each agency.
3. Decode, analyze and recap monthly charges billed by C&P Telephone Company, AT&T and other circuit vendors.
4. Generate a documented listing of all circuitry included in the billings provided by C&P Telephone Company, AT&T and circuit vendors.
1. Work directly with the telephone coordinators of the 60 to 65 agencies to schedule appointments for on-site analysis ...