THIS OPINION WAS INITIALLY ISSUED UNDER PROTECTIVE ORDER AND
IS BEING PUBLICLY RELEASED IN ITS ENTIRETY ON JULY 30, 2024
GRANTED IN PART:  July 22, 2024
CBCA 7805
Y2FOX, INC.,
Appellant,
v.
DEPARTMENT OF STATE,
Respondent.
Abass Y. Bamba, Managing Director of Y2Fox, Inc., Denver, CO, appearing for
Appellant.
Alexandra N. Wilson, Office of the Legal Adviser, Buildings and Acquisitions,
Department of State, Washington, DC, counsel for Respondent.
Before Board Judges BEARDSLEY (Chair), CHADWICK, and VOLK.
VOLK, Board Judge.
The United States Department of State (DOS) contracted with Y2Fox, Inc. (Y2Fox)
to design, develop, and deploy an information system for the Colombian National Police in
Bogota, Colombia.  Finding Y2Fox’s work on the contract’s first deliverable unacceptable,
DOS terminated the contract for cause.  Y2Fox maintains that it satisfied the contract’s
requirements.  It challenges the termination for cause and seeks payment for contract line
item number (CLIN) 001.  The parties have submitted the case for a decision on the record
without a hearing under Rule 19 (48 CFR 6101.19 (2023)).  We find that Y2Fox failed to


 
CBCA 7805 2
satisfy the contract’s requirements for the first deliverable and sustain the termination for
cause.  However, DOS accepted one portion of Y2Fox’s work on CLIN 001, and Y2Fox is
entitled to payment of $12,142.10, plus interest, for that work.
Background
The Contract
On September 30, 2021, DOS awarded a firm fixed price contract to Y2Fox for
“[a]nalysis, development, testing, implementation and deployment” of an “Information
System for the Selection of Human Resources,” known as “SISET,” for the Colombian
National Police.  Appeal File, Exhibit 10 at 84.1
The contract contained three CLINs.  Exhibit 10 at 82-83.  CLIN 001 covered system
design.  Id. at 82.  For that CLIN, Y2Fox had to complete a set of requirements collectively
identified as “Deliverable 12.1,” and Y2Fox had to obtain approval of that deliverable from
representatives of both the United States Embassy in Bogota, Colombia, and the Colombian
National Police.  Id. at 100.  The description for Deliverable 12.1 in the contract’s statement
of work stated:
SISET design:
This deliverable shall include at least:
- Architecture document (in Spanish) planned to develop the system. 
This must be presented at the beginning of the project and must include
all the technological component[s] which will be implemented:
application servers, database, database schemas, IP addressing, ports,
connections with other data sources, balancing, WEBservice and other
artifacts to be incorporated into the implementation.
- Requirements gathering (analysis and validation of user requirements,
needs assessment, risk identification).
- Representation of architecture.
- Database schema.
- Detailed specification of the architecture components and their
relationships.
- Entity-relationship model
- Logical view of the architecture.
1 All exhibits are found in the appeal file, unless otherwise noted.  The page
numbers cited are the Bates numbers on the exhibits.

 
CBCA 7805 3
- Implementation view.
- View of architecture processes.
- Use cases and user stories with their respective prototypes for each of
the functionalities, screens or forms of the system, in which all the
actions of the system are reflected.
- Detailed document of the final design of the system.
- Monitoring and evaluation reports
Id. at 100-01.
The contract identified twenty-four modules that needed to be designed and developed
as part of the system.  Exhibit 10 at 85-95.  The contract required Y2Fox to “carry out a
preliminary work of verification, analysis and definition of requirements and functionalities
. . . alongside the delegates of the National Police.”  Id. at 95.
Performance of the entire contract was to be completed within twelve months after
the award.  Exhibit 10 at 102.  As awarded, the contract provided for completion of
Deliverable 12.1 by November 30, 2021, id. at 82, although the period of performance for
that deliverable was later extended to March 31, 2022.  Exhibit 56.
The contract included Federal Acquisition Regulation (FAR) 52.212-4 (48 CFR
52.212-4 (2020)), “Contract Terms and Conditions – Commercial Items (Oct 2018).” 
Exhibit 10 at 108.  That paragraph provided:
(m) Termination for cause.  The Government may terminate this contract, or
any part hereof, for cause in the event of any default by the Contractor, or if
the Contractor fails to comply with any contract terms and conditions, or fails
to provide the Government, upon request, with adequate assurances of future
performance.  In the event of termination for cause, the Government shall not
be liable to the Contractor for any amount for supplies or services not
accepted, and the Contractor shall be liable to the Government for any and all
rights and remedies provided by law.  If it is determined that the Government
improperly terminated this contract for default, such termination shall be
deemed a termination for convenience.
Id. at 109.

 
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Contract Performance
The parties held a project kickoff meeting on November 22, 2021.  Exhibit 104
at 1808.  The kickoff meeting was the first opportunity for Y2Fox to gather information
directly from the Colombian National Police.  Exhibit 123.  A few days before that meeting,
Y2Fox submitted a set of “documents as summarized in deliverable 12.1” to present at the
meeting.  Exhibit 104 at 1808.  After the meeting, Y2Fox began system development. 
Exhibit 11 at 115.
In a December 20, 2021, email, a representative from the U.S. Embassy in Bogota
expressed concern about Y2Fox beginning system development before completing “the
previous stage of verification, analysis and definition of requirements and functionalities . . .
alongside the delegates of the Colombian Police.”  Exhibit 11 at 114.  He reminded Y2Fox
that “the information system must be tailored to what the Colombian Police needs.”  Id.  In
response, Y2Fox’s managing director, Dr. Abass Bamba, indicated that it was not necessary
to “wait before starting the job if we have enough information.”  Id. at 113.
In a December 22, 2021, email, the Colombian National Police requested a project
schedule focused on gathering the necessary information to design the system.  Exhibit 135. 
The email requested that dates be established for activities including, “Gathering of
requirement information,” “Development of Use Cases,” “Development of flow charts,” and
Development of entity relationship model.”  Id. at 1369.
On January 4, 2022, Y2Fox submitted an invoice requesting payment of $121,420.99,
the full value of CLIN 001.  Exhibits 150 at 1490, 151.  On January 7, DOS rejected the
invoice on the basis that Y2Fox had not satisfied the requirements of Deliverable 12.1. 
Exhibit 150 at 1484.  During a meeting that same day, the parties discussed the reasons for
the rejection of the invoice and what Deliverable 12.1 should include.  Exhibits 13, 14.
During a January 14, 2022, meeting, Y2Fox sought to present a beta version of the
system’s first module.  Exhibit 39 at 269.  The contracting officer’s representative (COR)
requested that Y2Fox not discuss its beta version, indicating that the focus should instead be
on Deliverable 12.1.  Id.  At the meeting, representatives from the Colombian National Police
inquired as to “how and when the information will be collected to develop the specific
modules.”  Id. at 270.
Shortly before the January 14, 2022, meeting, Y2Fox’s technical project manager
drafted an email, seemingly intended for Dr. Bamba but apparently never sent, expressing
disagreement with the approach Y2Fox was taking on the project and stating, in part:

 
CBCA 7805 5
[A]gain I make the same observations that I have been making for a long time,
I hope that you finally understand that things on this path will never work and
that we must start at the beginning by correctly collecting the information,
assembling the process maps (Flow Diagrams and Use Cases) in order to be
able to professionally develop the analysis and design documents . . . . 
Exhibit 163; Respondent’s Initial Brief, Proposed Findings of Fact ¶ 31.
In a January 18, 2022, email to the contracting officer, Y2Fox’s Dr. Bamba stated that
he was “informed during the project meeting on January 14, 2022 . . . you want to meet with
me.”  Exhibit 16 at 135.  He asserted that Y2Fox was “in full compliance with all
requirements as listed in [Deliverable] 12.1.”  Id.  Dr. Bamba attached to his email the
documents that he asserted satisfied Deliverable 12.1’s requirements.  Id. (attaching Exhibits
17–36).
In a January 19, 2022, email, a Colombian National Police representative asserted that
Y2Fox’s submission did not meet the contract’s requirements for Deliverable 12.1. 
Exhibit 42.  In his email, he expressed frustration that Y2Fox had not gathered necessary
design information, stating:
Y2FOX does not know the details of the flow of information, and the flows of
the processes . . . . It is worrying that two months after the start-up meeting of
the project, an organized information survey focused on the entity’s
requirements has not been carried out, nor has the company defined who is the
official in charge of gathering said information. . . . [I]t is inconceivable that
the Y2FOX company proposes a software architecture that will satisfy a need
that is completely unknown.
Exhibit 42 at 283.  The email went on to list a variety of elements that were missing from
Y2Fox’s submission.  Id. at 284.  After this email, Y2Fox began conducting a series of
interviews with representatives of the Colombian National Police regarding their
requirements for each of the system’s modules.  Exhibits 43–45.
On February 16, 2022, Y2Fox’s Dr. Bamba sent an email to the contracting officer
demanding removal of the COR, payment for CLIN 001, and a contract modification. 
Exhibit 52 at 366.  However, an email sent by Y2Fox personnel two days later indicated that
work required for Deliverable 12.1 remained in progress.  Exhibit 238 at 818 (“An
architecture data flow design is getting completed . . . . We are planning to send . . . those
documents next week.”); see also Exhibit 53 (February 24, 2022, email from Colombian

 
CBCA 7805 6
National Police stating that information gathering was completed that day and requesting that
Y2Fox submit documents required by the contract for Deliverable 12.1).
In a February 24, 2022, email, the contracting officer notified Dr. Bamba that DOS
was “going to modify the contract to take the period of performance through 31 March 2022
to allow for you to provide any deliverables that you have outstanding and then we will close
out the contract and get your invoices paid according to the deliverables we receive.” 
Exhibit 54 at 376.  The COR then followed up with a list of outstanding deliverables that
DOS wanted Y2Fox to submit by identified dates in March 2022.  Id. at 375.  Although DOS
did not prohibit Y2Fox from submitting other items, the list of deliverables that DOS asked
for was not for the entire contract or even all of Deliverable 12.1.  Rather, as the COR’s
message indicated, it was a list of items that DOS considered outstanding to satisfy the
“Requirements gathering” element of Deliverable 12.1.  Id.  Y2Fox timely submitted the
listed materials, which consisted of transcriptions of audio interview files previously
provided and copies of completed surveys.  Exhibit 87 at 557.
On March 20, 2022, Y2Fox again submitted an invoice requesting payment for the
full value of CLIN 001.  Exhibit 57.  DOS rejected the invoice.  Exhibit 61.  With only one
of the twelve requirements listed for Deliverable 12.1 satisfied, DOS suggested that Y2Fox
submit an invoice for ten percent of CLIN 001.  Id.  Y2Fox declined.  Exhibit 62.  In an April
4, 2022, email, Y2Fox’s Dr. Bamba insisted that all portions of Deliverable 12.1 had been
completed and stated that Y2Fox was “sending again all the elements of 12.1.”  Id. at 466. 
Later that day, Y2Fox emailed a set of document links, stating: “That will complete the full
delivery for all points mentioned on 12.1 of the statement of work.  Therefore, we need a full
payment of the invoice that was submitted . . . .”  Exhibit 294 at 1544.
Contract Termination And Certified Claim
On April 27, 2022, DOS sent Y2Fox a show cause notice advising that DOS was
considering terminating the contract for default and offering Y2Fox an opportunity to present
information regarding its performance.  Exhibit 66.  In an April 28, 2022, response, Dr.
Bamba insisted that Y2Fox had completed Deliverable 12.1 and was entitled to full payment
for CLIN 001.  Exhibits 71, 73.
On September 26, 2022, DOS sent Y2Fox a second show cause notice.  Exhibit 94. 
This time DOS included an attachment detailing the deficiencies in Y2Fox’s submissions and
offered Y2Fox an additional ten days to submit satisfactory documentation for Deliverable
12.1.  Exhibits 95, 96.  In a September 30, 2022, response, Y2Fox maintained that the
documents it previously submitted satisfied all requirements for Deliverable 12.1 and
declined to submit any additional documents.  Exhibits 97, 98.

 
CBCA 7805 7
On April 26, 2023, Y2Fox emailed a certified claim to DOS’s contracting officer
seeking full payment under CLIN 001.  Appellant’s Response to Respondent’s Initial Brief,
Exhibit Y009B.  On June 16, 2023, a DOS contracting officer issued a notice of termination
for default, Exhibit 100, which we construe as a termination for cause under FAR
52.212-4(m).2  On June 26, 2023, Y2Fox appealed to the Board.  Although the notice began
by stating, “Y2Fox, Inc. hereby appeals the decision of the contracting officer . . . dated on
June 16, 2023,” the notice of appeal made clear that Y2Fox also sought to pursue an appeal
of its April 26, 2023, payment claim, which had become deemed denied under 41 U.S.C.
§ 7103(f)(5) (2018) by June 26, 2023.3  Notice of Appeal at 1 (“The dispute concerns:  The
payment of the amount of $121,420.99 for the full completion of the SISET contract
deliverable 1:  System Design”); id. at 3 (“Y2Fox on April 25, 2023, sent a certified claim
requesting for payment of the tasks Section 12.1 . . . . Therefore, Y2Fox restates its demand
for payment of the sum certain $121,420.99.”).
Discussion
The parties have submitted this appeal for a decision on the record without a hearing
under Rule 19.4  We find that Y2Fox largely failed to satisfy the requirements of Deliverable
12.1.  We therefore sustain the termination for cause.  However, because DOS accepted a
portion of Y2Fox’s work, we grant Y2Fox’s payment claim in part.
 
2 The contract at issue in this appeal did not contain the Default clause, FAR
52.249-8.  The applicable provision in this contract was FAR 52.212-4(m), “Termination for
cause.”  See Master’s Transportation, Inc. v. General Services Administration, CBCA 6565,
22-1 BCA ¶ 38,001, at 184,550 (2021) (“A termination for cause is the equivalent of a
termination for default.”).
3 Previously, within the body of a July 1, 2022, email message, the contracting
officer purported to issue a final decision denying Y2Fox’s payment request.  Exhibit 91. 
However, Y2Fox had not yet submitted its certified claim as of that date.
4 After briefing under Rule 19, Y2Fox also submitted two motions.  First, Y2Fox
moved the Board to disregard DOS’s Rule 19 reply brief.  That motion is denied.  DOS’s
reply brief was submitted in accordance with the parties’ jointly proposed briefing schedule,
which the Board adopted.  Second, Y2Fox submitted a motion for a preliminary injunction
requiring DOS to pay Y2Fox the amount it seeks in this appeal in advance of the Board’s
resolution of the appeal.  That motion is also denied.  We do not have authority under the
Contract Disputes Act to grant injunctive relief.  Heroes Hire LLC v. Department of Veterans
Affairs, CBCA 7195, et al., 21-1 BCA ¶ 37,940, at 184,276.

 
CBCA 7805 8
The Termination For Cause
A termination for cause is a government claim.  Hughes Group LLC v. Department
of Veterans Affairs, CBCA 5964, 23-1 BCA ¶ 38,297, at 185,933.  We review the contracting
officer’s decision de novo.  41 U.S.C. § 7103(e).  To sustain the termination for cause, DOS
must prove by a preponderance of the evidence that there existed a valid basis to terminate
the contract for cause as of June 16, 2023, the date of termination.  See Empire Energy
Management Systems, Inc. v. Roche, 362 F.3d 1343, 1357 (Fed. Cir. 2004); Hughes Group
LLC, 23-1 BCA at 185,933.5  Under the contract, DOS had the right to terminate it for cause
“in the event of any default by the Contractor, or if the Contractor fails to comply with any
contract terms and conditions, or fails to provide the Government, upon request, with
adequate assurances of future performance.”  FAR 52.212-4(m).
DOS argues that the termination was justified because Y2Fox failed to deliver the
system design documentation required by Deliverable 12.1.  We agree.  DOS’s second show
cause notice and Y2Fox’s response to that notice contain a detailed discussion of the parties’
positions regarding Deliverable 12.1.  In the attachment to that show cause notice, DOS
identified both the documents that were missing and the deficiencies with documents that
were submitted.  Exhibit 96.
Regarding documentation missing entirely, the show cause notice asserted that no
documents were submitted regarding the following requirements of Deliverable 12.1:
- Implementation View,
- Use cases and user stories with their respective prototypes for each of
the functionalities,
- Detailed document of the final design of the system, and
- Monitoring and evaluation reports.
Exhibit 96 at 645.  In its response, Y2Fox stated that “[a]ll those documents were provided
several times,” Exhibit 98 at 664, but it offered no specifics as to when they were provided,
which documents included the information, or where in the documents this information was
covered.  In its brief before the Board, Y2Fox similarly makes blanket assertions that all
required information was provided, but it neither submits supporting documentation to the
Board nor directs us to any specific documentation within the appeal file submitted by DOS. 
Instead, Y2Fox simply relies on its own responses to the show cause notices.  Appellant’s
5 There is no argument in this appeal that nonperformance was excusable. 
Rather, Y2Fox insists that it performed in accordance with the contract terms.

 
CBCA 7805 9
Response to Respondent’s Initial Brief at 4, 6.  In our review of the appeal file, including the
documentation Y2Fox submitted for Deliverable 12.1, e.g., Exhibits 17–36, we are unable
to identify any documents that would reasonably be described as satisfying the four
requirements listed above.  We therefore find that Y2Fox failed to satisfy those requirements
of Deliverable 12.1.
Moreover, we agree with DOS that the design documents Y2Fox did submit were
often unacceptable.  For example, DOS consistently found that proposed forms submitted by
Y2Fox had not been tailored to the needs of the Colombian National Police.  For several
forms, the attachment to DOS’s second show cause notice explained:
The form shown by the Contractor is not based on any Design accepted by the
US Embassy nor by the CNP [Colombian National Police].  The Design Phase
is required to form any User Interface.  The form does not have the user
interface style, colors, and logo authorized by the National Police as [a]
Colombian Government Organization.
Exhibit 96 at 642.  In response, Y2Fox asserted that these elements of the user interface
should be considered part of the subsequent software development phase, not the design
phase.  Exhibit 98 at 653.  Y2Fox did not identify any contract provision to support that
position, and its reasoning is not persuasive.  Y2Fox asserted that the “user interface
graphical design . . . require[s] coding in software languages such as JavaScript, CSS, [and]
HTML.”  Id.  But the purpose of the design deliverable was to document, and obtain
approval for, what was to be coded in the subsequent phase of contract performance.
Another example of Y2Fox’s failure to deliver adequate design documentation
concerns a Y2Fox document with the filename “Project_TopologySpanish.pdf.”  This
document was the primary narrative design document that Y2Fox submitted.  It contained
a general discussion of various software architecture approaches, along with a section titled
“Our approach.”  Exhibit 106 (English translation of document).  However, as Y2Fox
acknowledged, it prepared this document in advance of the parties’ project kickoff meeting. 
Exhibit 98 at 661-62.  Thus, it was not a submission that effectively documented the results
of the information later gathered from the Colombian National Police regarding the specific
needs of the end user for each module.  As the show cause notice attachment explained, the
generic information presented in this document did not reflect an appropriate plan to
“implement the Colombian National Police procedures, information flow, and processes.” 
Exhibit 96 at 644.  According to Y2Fox, the reviewers from DOS and the Colombian
National Police overlooked the second part of the document, titled “Our approach.” 
Exhibit 98 at 661.  However, the evidence in this appeal establishes that the reviewers
considered and commented on that section, which lacked the specificity and detail necessary

 
CBCA 7805 10
to satisfy the contract’s requirements.  Exhibit 42 at 283.  Like the remainder of the
document, Y2Fox’s “Our approach” section was written at a time when it did “not know the
details of the flow of information” that the software system needed to accommodate.  Id.
Y2Fox failed to produce the design documentation required by Deliverable 12.1.  The
contractual period for completing that deliverable expired more than a year before the
June 16, 2023, termination.  Y2Fox’s failure to complete Deliverable 12.1 was an appropriate
basis for DOS to terminate the contract for cause under FAR 52.212-4(m).
In addition to arguing that it satisfied the requirements of Deliverable 12.1, Y2Fox
also argues that DOS acted in bad faith.  We find no support for those allegations.  To prove
governmental bad faith, Y2Fox must present clear and convincing evidence that DOS
personnel acted with the specific intent to injure Y2Fox.  Road & Highway Builders, LLC
v. United States, 702 F.3d 1365, 1369 (Fed. Cir. 2012).  In its brief, Y2Fox accuses DOS of
acting in bad faith in various ways, such as by allegedly ignoring the contract modification
extending the performance period for CLIN 001, by not responding to emails, and even by
the citation of certain cases in the brief that DOS submitted to the Board.  These allegations
are not supported by any persuasive evidence, and they are also not of a nature that would
meet the standard for demonstrating governmental bad faith.  Y2Fox does not identify any
evidence of DOS personnel acting with the intent to injure Y2Fox.
Y2Fox failed to comply with the contract terms regarding Deliverable 12.1.  We
sustain the termination for cause.
Y2Fox’s Payment Claim
Notwithstanding the termination for cause, Y2Fox is entitled to payment for any work
that DOS accepted.  See FAR 52.212-4(i)(1), (m); Decker & Co. v. West, 76 F.3d 1573, 1582
(Fed. Cir. 1996); BES Design/Build, LLC v. Department of Veterans Affairs, CBCA 6453,
et al., 23-1 BCA ¶ 38,319, at 186,080.  To recover on its payment claim, Y2Fox has the
burden to prove entitlement and quantum.  See Systems Integration & Management, Inc. v.
General Services Administration, CBCA 1512, et al., 13-1 BCA ¶ 35,417, at 173,765.

 
CBCA 7805 11
Y2Fox seeks payment for the entirety of CLIN 001.6  As discussed above, Y2Fox
largely failed to satisfy the requirements of Deliverable 12.1, which corresponds to
CLIN 001.  Therefore, Y2Fox is not entitled to full payment for CLIN 001.
However, Y2Fox is entitled to payment for completing one element of Deliverable
12.1.  DOS acknowledges that Y2Fox ultimately completed the “requirements gathering”
element of Deliverable 12.1 in compliance with contract requirements.  Respondent’s Initial
Brief at 46.  Partial payment on CLIN 001 is warranted under the facts of this case.  Upon
concluding that Y2Fox would not be able to complete the contract, DOS nonetheless
requested that Y2Fox submit specific materials relating to the “requirements gathering”
element of Deliverable 12.1.  Exhibit 54 at 375.  It also advised Y2Fox that its invoice would
be paid based on what was submitted.  Id. at 376.  Y2Fox timely delivered the requested
materials, and they were accepted in satisfaction of this element of Deliverable 12.1 by DOS. 
Exhibit 87 at 557.  Therefore, payment must be made for the “requirements gathering”
element of Deliverable 12.1.
As for quantum, DOS viewed completion of this single element of Deliverable 12.1
as warranting payment of ten percent of the deliverable, i.e., $12,142.10.  Respondent’s
Initial Brief, Proposed Findings of Fact ¶ 62.  No payment was ever made to Y2Fox, which
continues to assert entitlement to full payment under CLIN 001 and does not present any
alternative argument in favor of any partial payment.  We adopt DOS’s quantification. 
Considering that this was one of twelve elements for Deliverable 12.1 and that there is little
to no evidence that Y2Fox’s success in completing “requirements gathering” is of significant
value by itself, we find that ten percent of the value of CLIN 001 is an appropriate allocation
for completing that single element.  DOS shall pay Y2Fox $12,142.10, plus interest in
accordance with 41 U.S.C. § 7109.
6 Y2Fox also seeks to recover additional compensation for profit, but the CLIN
amounts stated in the contract already account for profit, to the extent that Y2Fox included
profit in its bid for this fixed-price contract.  See FAR 49.402-2(c) (providing for payment
at the contract price for accepted work when a contract is terminated for default).

 
CBCA 7805 12
Decision
The appeal is GRANTED IN PART.  DOS shall pay Y2Fox $12,142.10, plus interest
in accordance with 41 U.S.C. § 7109.  The appeal is denied in all other respects.
     Daniel B. Volk               
DANIEL B. VOLK
Board Judge
We concur:
    Erica S. Beardsley               Kyle Chadwick               
ERICA S. BEARDSLEY KYLE CHADWICK
Board Judge Board Judge