Integrity Management Services, Inc.
Docket: ASBCA 58214, ASBCA 58215
Decision date: 2001-10-17

ARMED SERVICES BOARD OF CONTRACT APPEALS 
Appeals of -- ) 
) 
Integrity Management Services, Inc. ) 
) 
Under Contracts Nos. DAHA70-02-D-0001 ) 
W912LR-05-D-0001 ) 
APPEARANCE FOR THE APPELLANT: 
APPEARANCES FOR THE GOVERNMENT: 
ASBCA Nos. 58214, 58215 
58216,59231 
Ms. Desia A. Ritson 
President 
Raymond M. Saunders, Esq. 
Army Chief Trial Attorney 
MAJ Samuel E. Gregory, JA 
Trial Attorney 
OPINION BY ADMINISTRATIVE JUDGE YOUNGER 
ON THE GOVERNMENT'S MOTION TO DISMISS AND APPELLANT'S 
MOTION FOR SUMMARY JUDGMENT 
In these appeals under two dining services contracts, the parties 
entered into a 
settlement agreement following a judge-facilitated Alternative Dispute Resolution 
proceeding. The settlement agreement provided that the Puerto Rico National Guard 
(government) would pay appellant Integrity Management Services, Inc., (Integrity) a 
sum of money, but the Internal Revenue Service (IRS) levied on the settlement 
proceeds. In the first three appeals -ASBCA Nos. 58214, 58215, and 58216- Integrity 
now seeks to have the settlement agreement voided, and to proceed with the appeals. In 
the fourth appeal - ASBCA No. 59231 - Integrity moves for summary judgment on its 
claim. The government moves to dismiss all four appeals on the ground that all issues 
were resolved in the settlement agreement. We grant the government's motion and 
dismiss all four appeals and deny Integrity's motion for summary judgment in ASBCA 
No. 59231. 
STATEMENT OF FACTS FOR PURPOSES OF THE MOTIONS 
A. Contracts and Claims 
1. Effective 17 October 2001, the United States Property and Fiscal Officer 
for Puerto Rico (USPFO) awarded Integrity Contract No. DAHA 70-02-D-OOO 1 (the 
first contract) to provide full time dining operations at Fort Allen, Juana Diaz, Puerto 
Rico (R4, tab 1 at 1-2of19). 

2. Effective 28 March 2005, the USPFO awarded Integrity Contract 
No. W912LR-05-D-0001 (the second contract) as an Indefinite Quantity/Indefinite 
Delivery contract "to provide food service for the Puerto Rico National Guard and 
Regional Training Institute trainees," serving breakfast, lunch and dinner (R4, tab 13 
at 1, 6of55). 
3. Performance of both contracts gave rise to disputes between the parties. 
By date of 22 March 2010, Integrity submitted a claim and the contracting officer 
ultimately rendered a final decision dated 11 April 2012 (ASBCA No. 58214, compl. 
and answer iii! 4, 7). Integrity thereafter filed an appeal, which we docketed as 
ASBCA No. 58214. 
4. By date of 2 June 2006, Integrity submitted a claim under the second 
contract, on which claim the 
contracting officer rendered a final decision dated 
11April2012 (ASBCA No. 58215, compl. and answer iii! 13, 14). Integrity 
thereafter filed an appeal, which we docketed as ASBCA No. 58215. In addition, by 
final decision dated 12 June 2012, the contracting officer asserted a claim against 
Integrity under the second contract, on which claim Integrity filed an appeal, which 
we docketed as ASBCA No. 58216 (ASBCA No. 58216, compl. and answer if 10). 
B. Settlement 
5. By date of2 March 2014, the parties entered into an "AGREEMENT TO 
UTILIZE THE PROCEDURE OF MEDIATION WITH BINDING DECISION 
UNDER THE ASBCA'S 'NOTICE REGARDING ALTERNATIVE METHODS OF 
DISPUTE RESOLUTION"' to resolve their disputes in ASBCA Nos. 58214, 58215 
and 58216 through mediation (Government's Motion to Dismiss (gov't mot.), ex. A 
at 1-4). The mediation was held at San Juan, Puerto Rico, on 3-5 March 2014, 
facilitated by a settlement judge appointed by the Board. During the course of the 
mediation, the parties agreed between themselves, and with the settlement judge, to 
broaden the scope of the mediation to include a then-pending claim, which they later 
described in their settlement agreement as one "for wages associated with wage 
determinations under Contract No. W912LR-05-D-0001 in the approximate amount 
of $1,392,820.04" (the fourth claim) (gov't mot., ex.Bat 2). 
6. The parties achieved a settlement in ASBCA Nos. 58214, 58215 and 
58216, as well as in the fourth claim. On or about 5 March 2014, they executed a 
settlement agreement. (Gov't mot., ex.Bat 1-8; see also ex.Cat 1) 
7. Under the settlement agreement, the government in paragraph 1 "agree[ d] 
to pay the Contractor $150,000," with no costs, attorney fees, interest, or other 
amounts, to settle ASBCA Nos. 58214, 58215 and 58216, as well as the fourth claim 
(gov't mot., ex.Bat 3). In return, the settlement agreement provided that Integrity 
"consent[ed] to dismissal with prejudice of ASBCA Nos. 58214, 58215 and 58216." 
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Integrity also agreed "not to further pursue any other matters in connection with 
Contract Nos. DAHA70-02-D-0001 and W912LR-05-D-0001, generally, and, 
specifically, those matters addressed within the fourth claim." (Id.) In return, the 
government agreed to release Integrity "to the extent permitted by law" from further 
liability regarding ASBCA Nos. 58214, 58215 and 58216 and the fourth claim (id. 
at 5). 
8. In paragraph 4 of the settlement agreement, the parties agreed to the 
following release: 
This Settlement Agreement constitutes A FULL 
RELEASE AND ACCORD AND SATISFACTION by 
the Contractor of any and all claims, demands, or causes of 
action, actual or perceived, known or unknown, arising under 
or related to the claims which formed the basis for ASBCA 
Nos. 58214, 58215 and 58216, the wage determination 
claim submitted to the Contracting Officer under Contract 
No. W912LR-05-D-0001, i.e., the fourth claim, and any 
other matters, 
claims, assertions or requests in any way 
related to either Contract No. DAHA 70-02-D-OOO 1 or 
Contract No. W912LR-05-D-0001. The Contractor remises, 
releases, and discharges the Government, its officers, agents, 
and employees of and from all civil liabilities, obligations, 
claims, appeals and demands which it now has or hereafter 
may have, whether known or unknown, administrative or 
judicial, legal or equitable ... arising under or in any way 
related to the disputes which formed the basis of ASBCA 
Nos. 58214, 58215 and 58216, the wage determination claim 
submitted to the Contracting Officer under Contract 
No. W912LR-05-D-0001, i.e, the fourth claim, and any other 
matters, claims, assertions or requests in any way related to 
either Contract No. DAHA70-02-D-0001 or Contract 
No. W912LR-05-D-0001. 
(Gov't mot., ex.Bat 3-4) (capitalization and underscoring in original) 
9. In paragraph 7 of the settlement agreement, the parties agreed to the 
following reservation: 
Notwithstanding any terms of this Settlement 
Agreement, specifically reserved and excluded from the 
scope and terms of this Settlement Agreement as to any 
entity or person (including the Contractor) are any 
liability outside the scope of the Contracting Officer's 
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authority to release[,] including[:] (a) any civil, criminal, 
or administrative liability arising under Title 26, U.S. 
Code (Internal Revenue Code); ... [and] ( e) any demand 
by the federal government, including but not limited 
to ... the Internal Revenue Service (IRS); .... 
(Gov't mot., ex. B at 5) 
C. Tax Liabilities 
10. The record reflects that, on 26 August 2010, the IRS had served a Notice 
of Levy upon the USPFO attaching "property, rights to property, money, credit, and 
bank deposits" then in the USPFO's possession to satisfy Integrity's asserted tax 
liability to the United States aggregating $234, 198.45 (R4, tab 48 at 1 ). The record 
also reflects that, by date of 15 October 2010, the IRS served a Final Demand for 
Payment (Form 668-C) on the USPFO 
for $234,198.45, "or for any smaller amount 
you owed [Integrity] when the notice oflevy was served" (id.). Because of the 
Notice of Levy and Final Demand for Payment, the USPFO notified the IRS of the 
contemplated payment of settlement proceeds to Integrity (see statement 7) (gov't 
mot., ex. D at 1 ). 
11. The record further reflects that, by date of 20 March 2014, the IRS issued 
a new Notice of Levy (Form 668-A(ICS)) against Integrity in the amount of 
$329,900.44 (gov't mot., ex.Eat 4). On 21March2014, government counsel 
notified Integrity about the levy (id., ex. F at 1 ). 
12. On or about 27 March 2014, the government issued a check for the 
$150,000 settlement proceeds to the IRS for application to Integrity's tax liabilities 
(see Bd. corr. ltr. dtd 1 April 2014 from Waleska Nazario to government counsel). 
We find no evidence in the record that any government employee acted in bad faith 
in applying these proceeds to Integrity's tax liabilities. 
D. Fourth Claim 
13. On 24 March 2014, Integrity filed a notice of appeal from the deemed 
denial of the fourth claim. We docketed that appeal as ASBCA No. 59231. In its 
complaint, Integrity seeks payment of $625,573.10 for the alleged costs associated 
with wage determination increases. (ASBCA No. 59231, compl. at 9) 
4 

DECISION 
A. Contentions of the Parties 
In its motion to dismiss, the government advances two main propositions 
regarding ASBCA Nos. 58214, 58215 and 58216. First, the government contends 
that Integrity has not established that the contracting officer acted in bad faith in 
notifying the IRS of the impending payment of the settlement amount to Integrity. 
(Gov't mot. at 4-5) Second, the government asserts that Integrity has failed to 
establish the invalidity of the levy against the settlement proceeds (id. at 7). 
Integrity advances separate arguments with respect to ASBCA Nos. 58214, 
58215, and 58216, on the one hand, and ASBCA No. 59231, on the other hand. With 
respect to the government's motion to dismiss in ASBCA Nos. 58214, 58215, and 
58216, Integrity focuses on the process for collection of Federal tax liabilities. 
Integrity dwells on the System for A ward Management (SAM), which is said to be 
"integrated with the IRS Federal Payment Levy Program (FPLP)" (Appellant's 
Combined Motion in Opposition to Government's Motion to Dismiss and 
Appellant's Motion for Summary Judgment (app. opp'n) at 3). Integrity tells us that 
the contracting officer bypassed both SAM and the FPLP, and 
"handed an IRS 
revenue agent a hard copy check without going through the [automated processes of 
the] SAM, the FPLP, or providing Appellant with the opportunity to discuss and or 
appeal any potential decision to hand over the check" (app. opp'n at 6). As a result, 
Integrity asserts, it "has not received payment of $150,000 in accordance with the 
settlement agreement" (id.). In addition to these contentions, Integrity alleges that 
the contracting officer exhibited "vindictive malice, bad attitude, [and] aforethought 
actions ... to willfully destroy the settlement agreement" (gov't mot., ex. G at 2). 
In separately moving for summary judgment in ASBCA No. 59231, Integrity 
asserts that trying the issue of its entitlement to its claim for the increased cost of 
wage increases and health and welfare benefits "would place an unnecessary burden 
on both the Appellant and the Board" (app. opp'n at 9). Integrity accordingly urges 
that we "instruct the Government to direct its attention to the issue of quantum and 
resolution of the outstanding costs" (id.). 
B. ASBCA Nos. 58214, 58215 and 58216 
We grant the government's motion to dismiss ASBCA Nos. 58214, 58215 and 
58216. We arrive at this disposition for two principal reasons. 
First, we lack jurisdiction over Integrity's core argument, which is a challenge 
to the legality of the enforcement actions regarding its Federal tax liabilities. In 
Centurion Electronics Service, ASBCA No. 51956, 03-1BCAif32,097 at 158,660, 
5 

recon. denied, 03-2 BCA ~ 32,262, ajf'd, Drew v. Brownlee, 95 F. App'x 978 (Fed. 
Cir. 2004) (unpublished), we held that "(w]e have no jurisdiction concerning the 
intra-Government transfers of the funds from the Army to ... IRS and express no 
opinion on the resolution of the matter vis-a-vis" the IRS. Similarly, in Habitech, Inc., 
ASBCA No. 27492 et al., 86-2 BCA ~ 18,921at95,416, the contracting officer 
honored an IRS levy and paid settlement proceeds that were subject to a judgment lien 
to the IRS. We said that "(t]he issue now before the Board is one concerning the rights 
of the parties under the internal revenue laws and this Board has no jurisdiction to 
determine that issue." See also Joan G. Morningstar et al., ASBCA No. 41820 et al., 
93-2 BCA ~ 25,576 at 127,366 ("see[ing] no reason for revisiting" the Habitech rule). 
Given our lack of jurisdiction regarding enforcement of Federal tax liabilities, 
we decline Integrity's invitations to determine, for example, that the contracting 
officer "handed an IRS revenue agent a hard copy check without going through the 
[automated processes of the] SAM, the FPLP, or providing Appellant with the 
opportunity to discuss and or appeal any potential decision" to do so (app. opp'n 
at 6). These issues are committed to other tribunals. Moreover, even if we had 
jurisdiction over tax enforcement, the settlement agreement "specifically reserve[ s] 
and exclude[s] from [its] scope and terms" both tax liabilities and demands by the 
IRS (statement 9). 
Second, the record furnishes no support for Integrity's other principal argument, 
which is that the settlement agreement should be deemed void. Integrity's position 
rests principally upon assertions that the contracting officer of USPFO acted in bad 
faith in tendering the check for the settlement proceeds to an IRS revenue agent 
(e.g., app. opp'n at 6). Integrity must adduce "clear and convincing ... proof ... to 
overcome the presumption [that this] official acted .. .in good faith." Am-Pro 
Protective Agency, Inc. v. United States, 281 F.3d 1234, 1243 (Fed. Cir. 2002); 
Genome-Communications, ASBCA Nos. 57267, 57285, 11-1BCA~34,699 
at 170,889. As we have found, there is no evidence of bad faith (statement 12). The 
undertaking in paragraph 1 of the settlement agreement whereby the government 
"agree(d] to pay the Contractor $150,000" (statement 7) must be read in light of the 
broad reservation in paragraph 7 specifically excluding any tax liability and any 
demand by the IRS (statement 9). 
C. ASBCA No. 59231 
We grant the government's motion to dismiss ASBCA No. 59231 and deny 
Integrity's cross-motion for summary judgment. We have already rejected 
Integrity's argument that the settlement agreement is void. The fourth claim is on its 
face subject to the "FULL RELEASE AND ACCORD AND SATISFACTION" 
(statement 8) provision in paragraph 4 of the settlement agreement, and the fourth 
claim is the subject of ASBCA No. 59321 (statements 5, 13). 
6 

The provisions of the settlement agreement preclude further prosecution of 
this appeal. As indicated, neither of Integrity's two bases for voiding the settlement 
agreement warrant setting it aside. Hence, we give it effect. 
Under the terms of the release in paragraph 4, Integrity gave up all claims 
"arising under 
or related to the claims which formed the basis for ASBCA 
Nos. 58214, 58215 and 58216 [as well as] the fourth claim, and any other matters, 
claims, assertions or requests in any way related to either" the first or second 
contracts (statement 8). In addition, Integrity released the government from present 
and future "claims [and] appeals ... arising under or in any way related to the disputes 
which formed the basis of' these four appeals (id.). Giving effect to the plain 
meaning of these sweeping terms, we can only conclude that the parties intended to, 
and did, preclude further litigation of the matters at issue in these four appeals, 
including ASBCA No. 59231. 
CONCLUSION 
The government's motion to dismiss ASBCA Nos. 58214, 58215, 58216, and 
59231 is granted. Integrity's cross-motion for summary judgment in ASBCA 
No. 59231 is denied. 
Dated: 1August2014 
I concur 
&:~ ~--/~ ~ 
N.STEMPLER 
Administrative Judge 
Acting Chairman 
Armed Services Board 
of Contract Appeals 
7 
Armed Services Board 
of Contract Appeals 
I concur 
ministrative Judge 
'Acting 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 Nos. 58214, 58215, 58216, 
59231, Appeals of Integrity Management Services, Inc., rendered in conformance 
with the Board's Charter. 
Dated: 
8 
JEFFREY D. GARDIN 
Recorder, Armed Services 
Board of Contract Appeals