Baltimore County v. Aecom Services, Inc.

WATTS, J. This appeal concerns a dispute between Baltimore County (the “County”) and DMJM H & N, Inc., now known as AECOM Services, Inc. (“DMJM”), 1 regarding payment for services performed in connection with the expansion of the Baltimore County Detention Center. The County and DMJM entered into a contract in which DMJM was appointed as the “[ajrchitect to provide professional architectural/engineering services in connection with a project to construct an addition and associated parking structure at the Baltimore County Detention Center” (the “Project”). 2 The County filed suit against DMJM in the Circuit Court for Baltimore County alleging breach of contract and negligence, and DMJM filed a Counterclaim and an Amended Counterclaim seeking payment for services under the “base contract” and for “additional services.” A jury awarded damages in favor of DMJM, including payment for the additional services. The County noted this timely appeal and raised two issues, which we quote: I. Whether the Circuit Court erroneously denied Baltimore County’s Motion for Judgment at the conclusion of the trial with respect to DMJM’s claim for additional ³⁸⁸ services, because there was no contract amendment approved by the County Council for those services?

II

Whether DMJM’s counterclaim for additional services was barred by the one-year statute of limitations in Md. Ann.Code, Article 25A, § lA(c)? 3 DMJM filed a cross-appeal and raised one issue, which we quote: I. Did the trial court err in refusing to submit to the jury the issue of pre-judgment interest on [DMJMj’s counterclaim for unpaid fees; and did the trial court improperly usurp the role of the jury by making its own fact-based ruling denying [DMJM] any pre-judgment interest, whether on the base contract award or additional services? We answer the County’s first question in the affirmative, and answer DMJM’s question in the negative. As such, we shall reverse, in part, and affirm, in part, the judgment. FACTUAL AND PROCEDURAL BACKGROUND On December 18, 2000, the parties entered into the Department of Public Works Agreement for Architectural Services (the “contract”) which appointed DMJM as the architect to provide professional architectural/engineering services in connection with the Project.

Under the contract, DMJM was to be paid $4,516,779.16. As to changes in the work or services to be performed and payment, the contract provided, in pertinent part, as follows: ARTICLE I — CHANGES 4.1 The County may, at any time, by written order, make changes within the general scope of this agreement in the services or work to be performed. If such changes cause ³⁸⁹ an increase or decrease in the Architect’s cost of, or time required for, performance of any services under this Agreement, whether or not changed by any order, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly. Any claim of the Architect for adjustment under this clause must [be] asserted in writing within thirty (30) days from the date of receipt by the Architect of the notification of changes unless the County grants a further period of time before the date of final payment under this agreement. 4.2 No services for which an additional compensation will be charged by the Architect shall be furnished without the written authorization of the County.

ARTICLE 7 — PAYMENT (COST PLUS PROFIT) 7.2 Direct Labor Costs, as used herein, shall be actual salaries paid to productive employees before tax and other deductions and does not include overhead expenses, administrative support time, payroll taxes, workmen’s compensation and/or other insurances summary of the total Professional Fee and Other Direct Costs. This amount shall not exceed a total value of Four Million Five Hundred Sixteen Thousand, Seven Hundred Seventy-Nine and 16/100 Dollars ($1,516,779.16) unless authorized by properly executed amendment. There shall be no interchangeability between the Upset Limit for Professional Fee and the Upset Limit for Other Direct Costs unless there is an approved amendment to the agreement. Such amendment may be approved by the County Administration if there is no increase in the total contract price under this section. 7.11 Final payment to the Architect shall be made upon completion and acceptance of the professional services specified under the terms of this agreement. ³⁹⁰ ARTICLE 21 — SPECIAL CAUSES 21.1 Council Approval: The Architect covenants that this Agreement is subject to and in compliance with provisions of Section 715 of the Baltimore County Charter, Article VII, title, “Budgetary and Fiscal Procedures.” On September 19, 2005, the parties entered into an “Amendment to [the] Contract” increasing the contract payment from the original contract price of $4,516,779.16 to $4,785,752.36.

The amendment was signed by the President of DMJM, the Administrative Officer of the County and the Baltimore County Council Chairman. The Amendment was approved for legal form and sufficiency by an Assistant County Attorney, and was reviewed and approved by the Director of the Office of Budget and Finance for the County. On January 20, 2006, the County filed a two-count complaint against DMJM in the Circuit Court for Baltimore County alleging that DMJM breached the contract and negligently performed architectural/engineering services resulting in damages to the County in the amount of five million dollars. DMJM filed an Answer and Counterclaim.

In the Counterclaim, DMJM alleged breach of contract and sought an award of $800,000 in unpaid fees and interest under the contract. On April 16, 2008, the County filed an amended complaint, and DMJM filed an answer. The County propounded interrogatories including interrogatory number five which directed: “Itemize and show how you calculate any contractual damages claimed by your Counterclaim, and describe any non-economic damages claimed by you.” On August 18, 2008, DMJM filed supplemental answers to interrogatories, including a supplemental answer to interrogatory number five, stating: DMJM’s claim for unpaid Architectural and Engineering base services is based on time expended. The time records and invoices have, or will be, produced to Baltimore County and are incorporated by reference.

The amount owed for base contract services is $782,577.78. A summary of additional services claimed is attached to these Supplemen ³⁹¹ tal Answers and totals $1,633,060.30 for a total counterclaim of $2,415,638.08. (Emphasis added). Attached to the supplemental answers to interrogatories, DMJM provided a spreadsheet which contained five categories, A, B, C, D, and E, titled as follows: A. Original A/E Services Agreement and Agreement Modification^) B. Submitted, Negotiated, But No Contract Modification Executed C. Submitted, Not Negotiated or Authorized D. Submitted, Informally Authorized, No Contract Modification Executed E. Pending, Not Submitted.

Under category A, “[o]riginal A/E Services Agreement and Agreement Modification(s),” DMJM listed the contract amount as amended on September 19, 2005, $4,785,752.36. Under the remaining categories, DMJM listed the following amounts as “Proposal Amounts”: B. Submitted, Negotiated, But No Contract Modification Executed: $667,047.11 C. Submitted, Not Negotiated or Authorized: $84,578.87 D. Submitted, Informally Authorized, No Contract Modification Executed: $18,586.34 E. Pending, Not Submitted: $999,453.06. This spreadsheet was admitted at trial as the County’s Exhibit 173B. On January 7, 2009, the County filed a second amended complaint, and on May 1, 2009, the County filed a third amended complaint, setting forth six counts: (1) Breach of Contract; (2) Negligence; (3) Negligence-Special Representation; (4) Intentional Misrepresentation; (5) Negligent Misrepresentation; and (6) Concealment/Deceit.

DMJM filed a Motion for Partial Summary Judgment. Following a hearing, the trial court granted DMJM’s Motion for Partial Summary Judgment as to counts three, four, five, and six of the County’s ³⁹² Third Amended Complaint. As a result, only count one (Breach of Contract) and count two (Negligence) of the Third Amended Complaint remained for trial. On February 20, 2009, in a document titled “Second Supplemental Answers to Interrogatories,” DMJM claimed damages totaling $2,173,714.37.

Attached to the Second Supplemental Answers to Interrogatories was a spreadsheet listing five categories, A, B, C, D, and E, containing the same titles as those in the spreadsheet attached to DMJM’s August 18, 2008, Supplemental Answers to Interrogatories. The amounts identified under each category were, however, different. Under category A, “[original A/E Services Agreement and Agreement Modification(s),” DMJM listed the unpaid contract amount claimed as $782,577.78. Under the remaining categories, DMJM listed the following amounts as “Proposal Amounts”: B. Submitted, Negotiated, But No Contract Modification Executed: $288,518.32 C. Submitted, Not Negotiated or Authorized: $84,578.87 D. Submitted, Informally Authorized, No Contract Modification Executed: $18,586.34 E. Pending, Not Submitted Before County Filed Lawsuit: $999,453.06.

The spreadsheet contained an additional category, “F,” titled “Subtotal, Additional Services,” and under “Proposal Amount” DMJM listed $1,391,136.59. On the spreadsheet, DMJM listed the following totals: Total Earned Fees: $6,176,888.95 Total Paid Fees: $4,003,174.58 Total Unpaid Fees: $2,173,714.37. This spreadsheet was also attached to the County’s Motion for Partial Summary Judgment and admitted into evidence at trial as the County’s Exhibit 173A. On April 21, 2009, DMJM filed an Amended Counterclaim for breach of contract, seeking an award of $2,175,000 in unpaid fees, and payment of prejudgment and postjudgment ³⁹³ interest.

On April 24, 2009, the County filed a Motion for Partial Summary Judgment and Memorandum in Support thereof, requesting that the trial court dismiss DMJM’s claim for additional services on the following two grounds: (1) DMJM’s Amended Counterclaim against Baltimore County was deficient as a matter of law because DMJM claimed damages for additional services above its base contractual amount, and the Maryland Annotated Code, the Baltimore County Charter, the Baltimore County Code, and well established Maryland case law prohibit contractual claims against local governments for any amounts above the amount set forth in the written contract approved by the governing body of the local government; and (2) DMJM’s Amended Counterclaim was barred by the one-year statute of limitations set forth in Md.Code Ann. Art. 25A, § 1A. DMJM filed an Opposition, and following a hearing, the trial court denied the County’s Motion for Partial Summary Judgment. 4 On May 1, 2009, the County filed Motions in limine seeking, in part, to preclude evidence of damages in excess of the contract amount. Specifically the County sought to preclude DMJM from introducing evidence of the claim for additional services. The circuit court denied the County’s motion.

A trial was held from June 1, 2009, to July 10, 2009. At trial, DMJM introduced into evidence an amended spreadsheet which purported to explain the claim for $2,159,077.79 in total unpaid fees, including the request for $1,471,498.95 for additional services. The spreadsheet, admitted at trial as DMJM’s Exhibit 506, contained the same five categories, A, B, C, D, and E, as the spreadsheet attached to DMJM’s first and second supplemental answers to interrogatories, and the County’s Motion for Partial Summary Judgment, titled: ³⁹⁴ A. Original A/E Services Agreement and Agreement Modification(s) B. Submitted, Negotiated, But No Contract Modification Executed C. Submitted, Not Negotiated or Authorized D. Submitted, Informally Authorized, No Contract Modification Executed E. Pending, Not Submitted Before County Filed Lawsuit. Under category A, “[o]riginal A/E Services Agreement and Agreement Modification(s).” DMJM listed the “Unpaid Contract Balance” as $687,578.84.

Under the remaining categories, DMJM listed the following amounts as “Proposal Amounts”: B. Submitted, Negotiated, But No Contract Modification Executed: $288,976.32 C. Submitted, Not Negotiated or Authorized: $159,488.86 D. Submitted, Informally Authorized, No Contract Modification Executed: $15,500.02 E. Pending, Not Submitted Before County Filed Lawsuit: $1,007,533.75. The spreadsheet contained category “F,” titled “Subtotal, Additional Services,” and under “Proposal Amount” listed $1,471,498.95. On the spreadsheet, DMJM listed the following totals: Total Earned Fees: $6,257,251.31 Total Paid Fees: $4,098,173.52 Total Unpaid Fees: $2,159,077.79. At trial, Edward P. Blades, a Budget Analyst with the Office of Budget and Finance, testified that as of February 23, 2004, Baltimore County had already paid DMJM $4,098,000 under the contract.

Blades testified that if he had received a request for payment above the amended contract amount, he could not have authorized the payment. At the end of its case in Chief, the County moved for judgment as to DMJM’s claim for additional services, citing ³⁹⁵ the reasons set forth in the County’s Motion for Partial Summary Judgment. The trial court denied the motion for judgment. At the conclusion of DMJM’s case and at the conclusion of all of the evidence, the County renewed the motion for judgment on the same grounds.

The trial court denied both motions. DMJM requested a Jury Instruction on Prejudgment Interest, and the trial court refused to give the instruction. The requested instruction read as follows: The purpose of prejudgment interest is to compensate an aggrieved party for the loss of the use of the sum found due it and the loss of income from such funds. Prejudgment interest is allowable as a matter of right when the obligation to pay and the amount due had become certain and definite by a specific date prior to the judgment so that the effect of the debtor’s withholding payment was to deprive the creditor of the use of the fixed amount as of a known date.

If you find that the County deprived DMJM of a definite sum on either its contract and/or additional services, you may, but are not required to, award prejudgment interest from the date upon which you determine the County’s obligation to pay, and the amount, were certain. Your decision on whether to award prejudgment interest must be based on your view of equity and justice appearing between the parties and a consideration of all the circumstances in this case. After giving the jury instructions, the trial court at a bench conference asked counsel: “Each party wish[es] to adopt and incorporate by reference all arguments advanced before I gave the instructions, is that correct?” All counsel agreed. The jury found that DMJM had not breached the contract with the County, and that DMJM had not been negligent in rendering architectural/engineering services to the County.

The jury found that the County breached the contract and awarded DMJM $1,653,600.88 in damages. On July 27, 2009, DMJM submitted a Memorandum in Support of Prejudgment Interest. The County filed an oppo ³⁹⁶ sition. On August 10, 2009, the County filed a Notice of Appeal and on August 20, 2009, DMJM filed a Notice of Appeal.

On September 4, 2009, DMJM filed a Motion to Revise Judgment and to Strike [the County]’s Notice of Appeal. On September 11, 2009, the trial court entered an Order denying DMJM’s Request for Award of Prejudgment Interest, and denying DMJM’s Motion to Revise the Judgment and to Strike [the County’s] Notice of Appeal. 5 On August 12, 2010, during the pendency of the appeal, the parties entered into a Settlement Agreement and Partial Release, in which the County agreed to pay DMJM’s “claim for base contract services in the amount of $687,579.00, plus 10% post-judgment interest calculated from July 14, 2009, to August 14, 2010, (13 months), for a total of $762,066.72, in full and final satisfaction of DMJM’s claim for said base contract services and for all post-judgment interest on that part of the judgment.” The parties agreed that on appeal they would “not raise any issues that challenge or otherwise question the portion of the judgment for base contract services in the amount of $687,579.00, the court’s entry of summary judgment in favor of DMJM on certain counts, or the jury verdict in favor of DMJM on Baltimore County’s affirmative claims.” The County reserved its right “to challenge the remainder of the judgment for additional services in the amount of ³⁹⁷ $966,022.00 and to oppose DMJM’s claims for prejudgment interest on the entire amount of the Counterclaim judgment.” DISCUSSION I. (A) Standard of Review The parties dispute the applicable standard of review. The County points out that the denial of a motion for summary judgment is generally subject to de novo review.

The County contends, however, that a different standard governs the denial of a motion for summary judgment that is followed by a trial. The County argues that the correct standard of review in the latter scenario is whether the party moving for judgment at the conclusion of evidence in the trial is entitled to judgment as a matter of law on the record as it stands at that time. DMJM argues that the standard of review is de novo and that review is extremely narrow, with the appellate court limited to review of purely legal issues. DMJM argues that the County’s proposed standard of review suggests that we review legal issues de novo, as well as, the sufficiency of the evidence to support the verdict.

DMJM argues that the issue of sufficiency of the evidence to support the verdict is not before this Court, and we are precluded from consideration of evidence introduced at trial. It is well settled that, “[t]his Court utilizes a de novo standard to analyze questions regarding a circuit court’s interpretation of statutory provisions. Although the factual determinations of the circuit court are afforded significant deference on review, its legal determinations are not. Where the order involves an interpretation and application of Maryland statutory and case law, we must determine whether the lower court’s conclusions are ‘legally correct’ under a de novo standard of review.” Powell v. Breslin, 195 Md.App. 340 (2010), cert. granted, 418 Md. 190 , 13 A.3d 798 (2011) (internal quotations and citations omitted). ³⁹⁸ The standard of review that governs appellate review of the denial of a motion for judgment after trial was explained by the Court of Appeals in Adams v. Manown, 328 Md. 463, 472, n. 4 , 615 A.2d 611 (1992): Given that a circuit court has the discretion to deny a motion for summary judgment, even though the record on summary judgment would support grant of the motion at that time, the correct mode of analysis here is to determine whether the party moving for judgment at the conclusion of trial is entitled to judgment as a matter of law on the record as it stands at that time.

(Internal citations omitted). In ruling on a motion for judgment pursuant to Maryland Rule 2-519 in a jury trial, “[t]he trial judge must consider the evidence, including the inferences reasonably and logically drawn therefrom, in the light most favorable to the party against whom the motion is made. If there is any evidence, no matter how slight, legally sufficient to generate a jury question, the motion must be denied.... ” Barrett v. Nwaba, 165 Md.App. 281, 289 , 885 A.2d 392 (2005) (citations and internal quotations omitted) (emphasis omitted). “We review a trial court’s grant of a motion for judgment under the same analysis used by the trial court. In other words, we assume the truth of all credible evidence on the issue, and all fairly debatable inferences therefrom, in the light most favorable to the party against whom the motion is made.” Id. at 290 , 885 A.2d 392 (citations and internal quotations omitted).

(B) The Merits The County argues that the trial court erroneously denied its Motion for Judgment at the conclusion of the trial as to DMJM’s claim for additional services because there was no written contract amendment approved by the County Council obligating the County to pay for the services. The County explains that any amendment to the contract was required by Article 4 and Article 21.1 of the contract to be in writing and approved by the County Council, and the Council did not ³⁹⁹ approve an amendment for the payment of the claimed additional services. The County points out that an examination of the captions in DMJM’s spreadsheets demonstrate that DMJM was aware of the need for an amendment for the additional services to obligate the County for payment of the services, and was aware that the Council did not execute such an amendment. The County maintains that three legal reasons compel the conclusion that the trial court erred in denying its motions for judgment: (1) the plain meaning of the contract; (2) the plain meaning of the applicable Baltimore County Charter and Baltimore County Code (“B.C.C.”) sections; and (3) relevant case law.

First, the County argues that the contract language itself provides that any changes to the contract shall be made by written modification and that no compensation for additional services will be charged without authorization of the County. Second, the County contends that a county or municipality may make a contract only in the manner prescribed by the legislature, and “if the essential formalities are lacking, the contract is invalid and unenforceable.” The County argues that Baltimore County Charter § 715, § 402, § 508 and B.C.C. §§ 10-2-304, 10-2-306, 10-2-107, “set forth the process which must be complied with in obtaining requisite ‘approval and proper execution of the contract documents’ so as to form a legally binding contract with Baltimore County.” The process, as described by the County, is that: (1) County Council approval is required; (2) the County Executive or the County Administrative Officer is required to sign any contract on behalf of the County; and (3) the Director of Budget and Finance must first certify that funds for the designated purpose are available. The County points out that DMJM and the County previously entered into a properly executed contract amendment, thus proving DMJM was aware of the need for a properly executed contract amendment, and participated in the amendment process. ⁴⁰⁰ Third, relying primarily on Alternatives Unlimited, Inc. v. New Baltimore City Bd. of Sch. Comm’rs., 155 Md.App. 415, 425 , 843 A.2d 252 (2004), the County argues relevant case law establishes the proposition that “a governmental entity, unlike a private corporation may never have an obligation imposed upon it to expend public funds except in the formal manner expressly provided by law.” The County contends that those who contract with governmental agencies in Maryland are deemed to be on notice of the applicable procedures and requirements and the risk of non-compliance with these requirements and procedures is “borne on the other party, not the government.” In contrast, DMJM argues that the County is bound to pay for the additional services as the B.C.C. expressly allows changes to existing contracts without the formal approval of the County Council, and that under the B.C.C. only “purchase orders” and “contracts” as a whole can be void per se so as to create “no obligation or liability.” DMJM contends that, in general, counties are bound by their contracts and the additional services DMJM performed on the project in this case were within the ambit of the approved contract and the changes clause therein.

DMJM maintains the County’s assertion of non-liability for the additional services is subject to estoppel. Notwithstanding DMJM’s positions, for the reasons below, we agree with the County that the contract language, the Baltimore County Charter and B.C.C., and relevant case law mandate reversal and explain. (1) The Contract Language The plain language of the contract required written authorization from the County Council to obligate the County for payment of the additional services. Appellate courts take “an objective approach to contract interpretation, according to which, unless a contract’s language is ambiguous, we give effect to that language as written without concern for the subjective intent of the parties at the time of formation.” Ocean Petroleum, Co. v. Yanek, 416 Md. 74, 86 , 5 A.3d 683 (2010) (citing Cochran v. Norkunas, 398 Md. 1, 16 , 919 A.2d ⁴⁰¹ 700 (2007)).

When interpreting a contract, we are confined to “the four corners of the agreement,” and we “ascribe to the contract’s language its ‘customary, ordinary, and accepted meaning.’ ” Id. (citing Cochran, 398 Md. at 17 , 919 A.2d 700 ; Fister v. Allstate Life Ins. Co., 366 Md. 201, 210 , 783 A.2d 194 (2001) (internal quotation marks and citation omitted)). We do not consider the subjective intent of the parties, rather we consider “the perspective of a reasonable person standing in the parties’ shoes at the time of the contract’s formation.” Id.

(citing Cochran, 398 Md. at 17 , 919 A.2d 700 ). As such, “the true test of what is meant is not what the parties to the contract intended it to mean, but what a reasonable person in the position of the parties would have thought it meant. The language of a contract is only ambiguous if, when viewed from this reasonable person perspective, that language is susceptible to more than one meaning.” Id. at 86-87 , 5 A.3d 683 (internal quotation marks and citations omitted). In this case, Article 4.1 of the contract states that: “The County may, at any time, by written order, make changes within the general scope of this agreement in the services or work to be performed.” (Emphasis added).

Article 4.1 provides that: “If such changes cause an increase or decrease in the Architect’s cost of, or time required for, performance of any services under this Agreement, whether or not changed by any order, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly.” Article 4.1 also states that: “Any claim of the Architect for adjustment under this clause must [be] asserted in writing within thirty (30) days from the date of receipt by the Architect of the notification of changes unless the County grants a further period of time before the date of final payment under this agreement.” (Emphasis added). On appeal, DMJM has identified no word or phrase in Article 4.1 which it alleges to be ambiguous. The plain meaning of the clause is clear and unambiguous — the County, by written order could make changes in the work or services to be performed by DMJM. If those changes caused an increase or decrease in the cost of the contract, an equitable ⁴⁰² adjustment would be made and the contract modified in writing accordingly.

Any adjustment claims sought by DMJM, under Article 4.1 were required to be asserted in writing within thirty (30) days of DMJM’s receipt of notification of changes by the County. Article 4.2 of the contract states in simple and unambiguous language that: “No services for which an additional compensation will be charged by the Architect shall be furnished without the written authorization of the County.” (Emphasis added). DMJM has identified no language in Article 4.2 which it contends is unclear or subject to dual interpretation. It is clear that the phrase “no services” contained in Article 4.2 extends beyond the changes in services or work potentially made by the County pursuant to the written order referenced in Article 4.1, and includes any and all services for which DMJM might seek additional compensation.

The meaning of Article 4.2 is clear — DMJM could charge for no additional services without written authorization of the County. Article 7.2, relating to payment of the direct labor costs, 6 provides: “Direct Labor Costs ... shall not exceed a total value of Four Million, Five Hundred Sixteen Thousand, Seven Hundred Seventy-Nine and 16/100 Dollars ($h,516 779.16) unless authorized by properly executed[ 7 ] amendment.” (Footnote added). Once more when faced with the plain meaning contention of the County, DMJM has identified no ambiguous language in Article 7.2 which permits the amount payable under the contract to exceed $4,516,779.16, absent a properly executed amendment. 8 The meaning of ⁴⁰³ Article 7.2 is clear — without an amendment to the agreement signed by the parties, the cost of the contract to the County could not be greater than $4,516,779.16. Article 21.1, entitled “Special Causes, Council Approval,” states that DMJM by entering into the contract “covenants that this Agreement is subject to and in compliance with provisions of § 715 of the Baltimore County Charter, Article VII, title, ‘Budgetary and Fiscal Procedures.’ ” Charter § 715 provides that: “Any contract, must be approved by the county council before it is executed if the contract is: ...

For services for a term in excess of two years or involving the expenditure of more than $25,000 per year or such amount or term as may be set by legislative act of the county council.” By a plain reading of Article 21.1 and Charter § 715, in signing the contract, DMJM agreed that any contract for services lasting more than two years or for a cost of more than $25,000 per year must be approved by the County Council. Under the objective approach to contract interpretation, the inquiry as to the meaning of the language of the contract is restricted to the four corners of the agreement, and as such, the customary, ordinary, and accepted meaning of the language of the contract is assigned to it. Ocean Petroleum, Co., 416 Md. at 86 , 5 A.3d 683 . In this case, the language of the contract is unambiguous — that is, the language is not susceptible to more than one meaning — when viewed from the perspective of a reasonable person in the position of the parties.

Based on a plain reading of the document, in simplest terms, DMJM did not comply with the procedures outlined under the contract for seeking compensation for additional services. There is no merit to DMJM’s position that the contract allowed for the County to be obligated to pay for additional services beyond those authorized by a properly executed written amendment, approved by the County Council. ⁴⁰⁴ (2) Charter and B.C.C. Provisions The plain meaning of the relevant provisions of the Baltimore County Charter and the B.C.C. support the conclusion that an enforceable contract amendment required approval by the County Council. As discussed above, Article 21.1 of the contract provides that DMJM agreed to comply with Charter § 715, titled, “[appropriation control and certification of funds.” In pertinent part, Charter § 715 provides: No office, department, institution, board, commission, or other agency of the county government shall, during any fiscal year, expend or contract to expend any money or incur any liability or enter into any contract which by its terms involves the expenditure of money, for any purpose, in excess of the amounts appropriated or allotted for the same general classification of expenditure in the budget for such fiscal year or in any supplemental appropriation as hereinabove provided. No such payment shall be made nor any obligation or liability incurred, except for small purchases in an amount less than one hundred dollars, or such amount as may be set by legislative act of the county council, unless the director of finance shall first certify that the funds for the designated purpose are available.

Any contract, verbal or written, made in violation of this section shall be null and void, and if any officer, agent or employee of the county shall knowingly or willfully violate this provision, such action shall be cause for his removal from office by a majority of the total number of county council members established by this Charter. Nothing in this section or elsewhere in this Charter shall prevent the making of contracts of lease or contracts for services providing for the payment of funds at a time beyond the fiscal year in which the contracts are made, provided that the nature of such transactions reasonably requires the making of such contracts. Any contract, must be approved by the county council before it is executed if the contract is: ⁴⁰⁵ (3) For services for a term in excess of two years or involving the expenditure of more than $25,000 per year or such amount or term as may be set by legislative act of the county council. The county council shall define the term services as used in this section.

(Emphasis added). In addition to Charter § 715, the B.C.C. sections relevant to this matter are: § 10-2-304, § 10-2-306 and § 10-2-107. B.C.C. § 10-2-304, titled, “Certification by the Director of Budget and Finance,” states that: “An order for purchases of services or commodities estimated to exceed $1,000 may not be issued until the Director of Budget and Finance shall first certify that funds for the designated purpose are available.” B.C.C. § 10-2-306, specifically titled, “Contracts” provides: (a) In general. Except as otherwise provided by law, all contracts, including professional capital improvement services contracts, shall be signed on behalf of the county by the County Executive[ 9 ] or the County Executive’s designee approved by the County Council.

(b) Contracts of $25, 000 or less. (1) (i) The County Executive may delegate the authority to sign contracts of $25,000 or less to the Director of Budget and Finance. (ii) On receiving the delegation authorized under sub-paragraph (i) of this paragraph, the Director may delegate the authority to sign contracts of $25,000 or less to a designee as evidenced by a written designation signed by the Director. (2) Unless otherwise provided in the Purchasing Manual, a contract of $25,000 or less shall also be signed by the Director of the Department or office initiating the contract.

(c) Contracts formalities. All contracts shall be: ⁴⁰⁶ (1) Forwarded to the Director of Budget and Finance for certification in accordance with § 715 of the Charter, a copy of which shall be retained by Director; and (2) Approved by the County Attorney[ 10 ] in accordance with § 508 of the Charter. (Emphasis added) (italics in original) (footnotes added). B.C.C. § 10-2-107, titled, “Unauthorized Purchases” provides: (1) Except as provided in this title, a county officer or employee may not order the purchase of any commodities, services, or professional capital improvement services except under the requirements and conditions of this title.

(2) A purchase order or contract made contrary to the provisions of this title: (i) Shall be of no effect and void; and (ii) Creates no obligation or liability for the county. We find the plain meaning of Charter § 715 and the B.C.C. sections to be clear and unambiguous. The sections require contracts to be approved by the County Council. Once more, DMJM has identified no words or phrases in the relevant Charter and B.C.C. sections that it contends are unclear.

Mindful of DMJM’s contention that approval by the County Council was not required for an amendment to the contract, we will explore the legislative history of Charter § 715, B.C.C. § 10-2-304 and § 10-2-306. The legislative history of Charter § 715, B.C.C. § 10-2-304 and § 10-2-306 supports the conclusion that it was indeed the intent of the County Council that its approval be required for binding contracts with the County for services involving the expenditure of more than $25,000 per year and for amendments to those contracts. The discernable legislative history of § 715 reveals that the Charter section was enacted in 1978, by Bill No. 86, 1978, § 1, and ⁴⁰⁷ was amended in 1982 by Bill No. 117,1982, § 1, and in 1990 by Bill No. 129,1990, § 3. 11 In 1978 by Bill No. 86, Charter § 715 was enacted with the following language: Any contract must be approved by the county council before it is executed if the contract is: (1) for the purchase of real or leasehold property where the purchase price of the property is in excess of $5,000; (2) for the lease of real or leasehold property ... IN EXCESS OF $25, 000 IN THE AGGREGATE[;] (3) for services for a term in excess of two years; or (4) for services involving the expenditure of more than $25,000 per year.

(Emphasis added) (italics in original). Bill No. 86 explained that the purpose of the repeal and reenactment of Charter §§ 701-716 was “to clarify certain contract approval by county council; AND ... TO GIVE ADVANCE NOTICE TO THE COUNTY EXECUTIVE AND THE COUNTY COUNCIL IN CONNECTION WITH ALL CAPITAL PROJECTS EXCEEDING $25,000.... ” (Emphasis in original). In 1982, in Bill No. 117, Charter § 715 was amended to separate the requirements that County Council approval is required where the contract is for services in excess of two years or involving expenditure of more than $25,000.00 per year, as follows: Any contract must be approved by the county council before it is executed if the contract is: ... [ (3) For services for a term in excess of two years; or] [ (4) For services involving the expenditure of more than $25,000.00 per year.] (Emphasis in original).

In 1982, Charter § 715 was also amended to include the following: ⁴⁰⁸ No office, department, institution, board, commission, or other agency of the county government shall, during any fiscal year, expend or contract to expend any money or incur any liability or enter into any contract which by its terms involves the expenditure of money, for any purpose, in excess of the amounts appropriated or allotted for the same general classification of expenditure in the budget for such fiscal year or in any supplemental appropriation as hereinabove provided. No such payment shall be made nor any obligation or liability incurred, except for small purchases in an amount less than F-I-V-E-[one] hundred dollars, OR SUCH HIGHER AMOUNT AS MAY BE SET BY LEGISLATIVE ACT OF THE COUNTY COUNCIL, unless the director of finance shall first certify that the funds for the designated purpose are available. Any contract, verbal or written, made in violation of this section shall be null and void, and if any officer, agent or employee of the county shall knowingly or willfully violate this provision, such action shall be cause for his removal from office by a majority of the total number of county council members established by this Charter. (Emphasis in original).

At that time, the County Council stated the purpose of the amendment was to provide “that the dollar limit on small purchases which do not require certification by the Director of Finance may be changed by legislative act of the County Council!.]” (Emphasis in original). In 1990, in Bill No. 129, Charter § 715 was amended to include the following language: Any contract ... must be approved by the county council before it is executed if the contract is: ... (3) For services for a term in excess of two years or involving expenditure of more than $25,000.00 per year, OR SUCH AMOUNT AS MAY BE SET BY LEGISLATIVE ACT OF THE COUNTY COUNCIL. (Emphasis in original).

The County Council stated the purpose of the amendment was to authorize “the County Council ⁴⁰⁹ to determine the type and amount of contracts requiring Council approval.” The text of B.C.C. § 10-2-304 and § 10-2-306 was previously contained in B.C.C. § 26-7, titled “Contract procedure” 12 which stated: (i) ... ALL CONTRACTS INCLUDING CAPITAL IMPROVEMENT CONTRACTS OVER $25,000.00 SHALL BE SIGNED ON BEHALF OF THE COUNTY BY THE COUNTY EXECUTIVE. THE COUNTY EXECUTIVE MAY DELEGATE SUCH AUTHORITY FOR SUCH CONTRACTS OF $25,000.00 OR LESS TO THE DIRECTOR OF THE OFFICE OF CENTRAL SERVICES IN CONJUNCTION WITH THE DIRECTOR OF THE DEPARTMENT OR OFFICE INITIATING THE CONTRACT. ALL CONTRACTS SHALL BE FORWARDED TO THE DIRECTOR OF THE OFFICE OF FINANCE FOR CERTIFICATION PURSUANT TO SECTION 715 OF THE CHARTER, AND BE APPROVED BY THE COUNTY ATTORNEY PURSUANT TO SECTION 508 OF THE CHARTER.

(Emphasis in original). The legislative history of B.C.C. § 26-7 is contained in Bill No. 171, 1989, § 1, in which the County Council explained that the purpose of Title 26 was to provide “the rules and regulations for purchasing,” to explain “contract procedure,” and to identify the “power and duties of the purchasing agent[.]” In 1995, B.C.C. § 26-7 was recodified into B.C.C. § 15-84. Bill No. 69-95, § 6, 1995. B.C.C. § 15-84, titled “Contract procedure,” contained the following language: (b)(9) All contracts shall be signed on behalf of the county by the county executive wherever required by law....

All contracts including capital improvement contracts over twenty-five thousand dollars ($25,000.00) shall be signed on ⁴¹⁰ behalf of the county by the county executive OR DESIG-NEE APPROVED BY COUNCIL. The county executive may delegate such authority for such contracts of twenty-five thousand dollars ($25,000.00) or less to the director of the office of [central services] FINANCE in conjunction with the director of the department or office initiating the contract. All contracts shall be forwarded to the director of the office of finance for certification pursuant to Section 715 of the Charter AND A COPY SHALL BE RETAINED BY THEM, and be approved by the county attorney pursuant to section 508 of the Charter. (Emphasis in original).

The legislative history of B.C.C. § 15-84 is contained in Bill No. 69-95, § 6, 1995, which provided that the purpose of the bill was to explain generally “the duties, functions, responsibilities and authorities of the offices, departments and personnel of the Baltimore County government.” In 1996 B.C.C. § 15-84 was amended, pursuant to Bill No. 49-96, § 7,1996, to include the following language: (9) All contracts shall be signed on behalf of the county by the county executive wherever required by law. All contracts including capital improvement contracts over twenty-five thousand dollars ($25,000.00) shall be signed on behalf of the county by the county executive or designee approved by the council. The county executive may delegate such authority for such contracts of twenty-five thousand dollars ($25,000.00) or less to the [director of the office of finance] DIRECTOR OF BUDGET AND FINANCE in conjunction with the director of the department or office initiating the contract. All contracts shall be forwarded to the [director of the office of finance] DIRECTOR OF BUDGET AND FINANCE for certification pursuant to section 715 of the Charter and a copy shall be retained by them, and be approved by the county attorney pursuant to section 508 of the Charter.

(Emphasis in original). Bill No. 49-96, § 7 stated that one of its purposes was to explain the “duties, functions, responsibili ⁴¹¹ ties and authorities of the offices, departments and personnel of the Baltimore County government.” The legislative history of Baltimore County Charter § 715, B.C.C. § 10-2-304 and § 10-2-306 clearly demonstrates that the County Council’s intent was to create a process by which County Council approval is required prior to the execution of a contract for services involving a term in excess of two years or the expenditure of more than $25,000 per year or such amount as may be set by legislative act of the County Council. There is no indication that the County Council intended to exempt, from the County Council approval requirement, contract amendments where services exceed a cost of $25,000 or the two year duration. When Charter § 715 was enacted in 1978, in Bill No. 86, the County Council explicitly stated that the purpose of Bill No. 86 was to provide the Council advance notice of all capital projects exceeding $25,000.

Charter § 715 also provides that no office, department, board, commission, or agency of the County can contract to expend funds without the Director of Finance first certifying that the funds for the designated purpose are available. B.C.C. § 10-2-306 requires compliance with Charter § 715 stating that all contracts must be sent to the Director of Budget and Finance for certification that the County has the funds available. Since 1978, the Charter has required County Council approval of contracts, and hence notice, of capital projects exceeding $25,000 per year, as well as, certification from the Director of Budget and Finance that the funds are available for such projects. To interpret Charter § 715, B.C.C. § 10-2-304 and § 10-2-306, as not applying to contract amendments which exceed $25,000 per year or two years in duration would allow entities to contract with the County for one amount, approved by the County Council, and later amend the contract price in excess of $25,000 without County Council approval and certification from the Director of Budget and Finance that the funds are available, thereby circumventing the County Council approval process.

This could not have been the intent of the County Council. The plain meaning of Charter § 715, B.C.C. § 10-2-304 and § 10-2-306 and their legislative histo ⁴¹² ry support the conclusion that the County Council intended its approval as a requirement for all capital projects exceeding $25,000 per year or a term in excess of two years, including contracts and contract amendments. Relying on B.C.C. § 10-2-504, DMJM wrongly contends that the B.C.C. “expressly allows changes to existing contracts without formal approval of the County Council.” We find no merit to DMJM’s position. B.C.C. § 10-2-504 provides: (a) Changes — Capital improvement contract.

If it becomes necessary to modify the plans and specifications for an ongoing capital improvement contract to an extent which will require an additional expenditure of more than 20% of the contract bid price, in the aggregate, the Director of Public Works promptly shall prepare and submit through the County Administrative Officer to each member of the County Council a report explaining: (1) The changed or additional construction, within the scope of the contract; (2) The costs of the change; and (3) The reasons for the change. (b) Same — Professional capital improvement services contract. If a professional capital improvement services contract previously approved by the County Council requires an increase over the original contract price, the Director of Public Works promptly shall prepare and submit through the County Administrative Officer to each member of the County Council a report explaining: (1) The change in the professional capital improvement services contract; (2) The costs of the change; and (3) The reasons for the change. (c) County may proceed after 7 days.

If, after 7 days after the date the report is actually delivered to the Council members, the County Administrative Officer has not received notice from any Council member to the contrary, the Department of Public Works may proceed with the change in plans or amend the professional services contract. ⁴¹³ (Emphasis in original). Pursuant to B.C.C. § 10-2-504(b), where a professional capital improvement services contract previously approved by the County Council requires an increase in cost over the original contract price, the Director of Public Works shall prepare a report, which is submitted to each member of the County Council. In the report, the Director of Public Works is required to explain: (1) the change in the professional capital improvement services contract; (2) the costs of the change; and (3) the reasons for the change. B.C.C. § 10-2-504(c) provides that “[i]f after 7 days after the date of the report is actually delivered to the Council members, the County Administrative Officer has not received notice from any Council member to the contrary, the Department of Public Works may proceed with amending the professional services contract.” The plain meaning of B.C.C. § 10-2-504 requires that