Quimba Software, Inc.
Docket: ASBCA 58945, ASBCA 58946
Decision date: 2019-05-13

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeal of --
Quimba Software, Inc. 
Under Contract Nos. F30602-03-C-O 185 
APPEARANCE FOR THE APPELLANT: 
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APPEARANCES FOR THE GOVERNMENT: 
ASBCA No. 59197 
Mr. Robert Dourandish 
CEO 
Arthur M. Taylor, Esq. 
DCMA Chief Trial Attorney 
Srikanti Schaffner, Esq. 
Trial Attorney 
Defense Contract Management Agency 
Carson, CA 
OPINION BY ADMINISTRATIVE JUDGE YOUNGER 
ON THE GOVERNMENT'S MOTION TO DISMISS 
In this cost case, the administrative contracting officer (ACO) issued a demand to 
appellant Quimba Software, Inc. (Quimba) for the repayment of indirect costs that had 
been paid through provisional billing rates. Following discovery in this appeal, the ACO 
rescinded the demand for repayment, and released the government claim. The 
government moves to dismiss the appeal as moot. Quimba opposes, arguing chiefly that 
the issue of government bad faith remains. We dismiss the appeal as moot. 
STATEMENT OF FACTS FOR PURPOSES OF THE MOTION 
1. Effective July 28, 2003, the Air Force Research Laboratory (the Laboratory) 
awarded Contract No. F30602-03-C-O 185 to Quimba for Metasearch Fusion Software 
(R4, tab 1 at 1-2). 
2. By date of June 26, 2006, Quimba submitted its fiscal year 2005 final incurred 
cost proposal to the government (gov't mot. at 1; R4, tab 3). 
3. By date of June 25, 2008, the Defense Contract Audit Agency (DCAA) issued 
its audit report stating that "Quimba did not provide data and records ... to support the 
incurred costs claimed for" FY 2005 (R4, tab 4 at 65-66). DCAA recommended that the 
ACO "recover Government payments for contractor fiscal year 2005 contract costs of 
$461,879 claimed by Quimba" until Quimba complied with contractual requirements for 
the submission of data and records for examination (id.). 

4. By final decision dated December 5, 2013, the ACO asserted a government 
claim against Quimba for $323,320.30, stating that: 
Because Quimba will not provide the supporting 
documentation to show the invoiced/vouchered indirect costs 
are properly allocable and allowable, they do not meet the 
definition of ·cost' for purposes of reimbursing the 
contractor .... Since the Government has already paid the 
invoices/vouchers, the Government has essentially paid for 
items that are not reimbursable costs .... 
(R4, tab 11 at 85-86) The ACO determined that "$461,879.00 of incurred costs for 
[FY 2005] are disallowed, of which $323,320.30 was paid." The ACO asserted a 
government claim for this latter amount. (Id.) 
5. By letter dated March 3, 2014, Quimba filed a notice of appeal. We docketed 
the appeal as ASBCA No. 59197. Thereafter, between 2014 and 2017, the Board 
dismissed the appeal without prejudice, reinstated the appeal, and stayed the proceedings 
pending resolution of Quimba Software, Inc. v. United States, No. 12-CV-00142, in the 
United States Court of Federal Claims, a related action dealing with Quimba's FY 2004 
incurred cost proposal. 
6. In response to a June 2017 government discovery request in this appeal, 
Quimba provided supporting documentation that the government regarded as sufficient to 
permit audit of Quimba's FY 2005 incurred cost proposal (gov't mot. at 3). 
7. By letter to Quimba dated February 1, 2018, the ACO rescinded the 
December 5, 2013 final decision and demand for payment, stating: 
I hereby withdraw the Contracting Officer's Final 
Decision ... and demand for payment dated December 5, 2013 
for Quimba['s]. .. FY 2005 costs. The COFD disallowed 
indirect costs of $461,879.00 and demanded $323,320.30. 
Quimba is hereby released of the Government's claim for 
$323,320.30. 
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The Government has no intention of issuing another 
COFD disallowing the costs in the December 5, 2013 
COFD[]. 
(Gov't mot., ex. G-1) 
8. The record contains no prima facie showing, or other evidence, that the ACO, 
or any other government official, acted in bad faith in issuing the final decision or in 
taking any other official act regarding this appeal. 
DECISION 
In seeking dismissal of the appeal on the ground of mootness, the government 
argues that the ACO granted all the relief that Quimba sought by voluntarily rescinding 
the demand for repayment of indirect costs paid through provisional billing rates and 
stating that it does not intend to issue another decision disallowing the same costs (gov't 
mot. at 3-5; see statement 7). 
Quimba opposes the dismissal. Quimba's main argument is that, while the final 
audit report was issued in 2008, the government waited until December 2013, after 
expiration of the Contract Disputes Act statute of limitations, 41 U.S.C. § 7103(a)(4)(A), 
to issue the final decision. Quimba tells us that, "[i]n issuing the [final decision] after the 
expiration of [the statute of limitations], the Government deliberately, and with 
premeditation, is forcing frivolous and baseless litigation on Quimba since ... Quimba had 
no choice but to litigate - or accept an unjust determination" (app. opp'n at 6-7). Quimba 
adds that it is entitled to discovery to support its allegations of government bad faith (id. 
at 8). 
We reject Quimba's argument and dismiss the appeal as moot. 
In support of its motion, the government chiefly relies upon Combat Support 
Associates, ASBCA Nos. 58945, 58946, 16-1 BCA ~ 36,288. There, we granted the 
government's motion to dismiss two appeals after the contracting officer rescinded the 
two decisions challenged by appellant. Id. at 176,974. The contracting officer had 
demanded reimbursement of allegedly unallowable direct costs in the first decision, 
disallowed indirect costs, and established final indirect rates for the contractor. Id. 
at 176,973. We held that, "because the [administrative contracting officer] unequivocally 
rescinded her final decisions, there is nothing left of the merits of the appeals for us to 
adjudicate, and, therefore, there are no costs at issue before us." Id. at 176,974. We 
accordingly dismissed the appeals as moot. Id. accord, L-3 Communications Integrated 
Systems, l.P., ASBCA Nos. 6043 l, 60432, 16-l BCA ~ 36,362 at 177,253 ( dismissing as 
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moot appeals of decisions seeking payment of unallowable costs where contracting 
officer later rescinded decisions and disavowed any intent to reissue them because "there 
is nothing left of the merits ... for us to adjudicate"). 
Combat Support and L-3 compel dismissal of this appeal. Here, following the 
ACO' s February 1, 2018 letter unequivocally rescinding the final decision and demand for 
payment (see statement 7), there is "nothing left of the merits ... for us to adjudicate.'' L-3, 
16-1 BCA ,i 33,362 at 177,253. While Quimba stresses that Combat Support "includes an 
exception for Bad Faith behavior" (app. opp'n at 8), there is no prima facie showing, and 
no evidence of such conduct, here (statement 8). We again follow "the presumption, 
unrebutted here, that contracting officials act in good faith." L-3, 16-1 BCA ,i 33,362 at 
177,253. In addition, there is no claim conferring jurisdiction over Quimba's remaining 
bad faith allegations. See M Maropakis Carpentry, Inc. v. United States, 609 F.3d 1323, 
1331 (Fed. Cir. 2010) (holding a contractor seeking adjustment of contract terms "must 
meet the jurisdictional requirements ... of the [Contract Disputes Act], whether asserting the 
claim against the government as an affirmative claim or as a defense to a government 
action"). 
CONCLUSION 
The government's motion to dismiss the appeal as moot is granted. The appeal is 
dismissed. 
Dated: May 13, 2019 
I concur 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
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·--==.at::6 Judge 
Armed Services Board 
of Contract Appeals 
I concur 
OWEN C. WILSON 
Administrative Judge 
Vice Chairman 
Armed Services Board 
of Contract Appeals 

I certify that the foregoing is a true copy of the Opinion and Decision of the 
Armed Services Board of Contract Appeals in ASBCA No. 59197, Appeal ofQuimba 
Software, Inc., rendered in conformance with the Board's Charter. 
Dated: 
5 
PAULLA K. GATES-LEWIS 
Recorder, Armed Services 
Board of Contract Appeals