THIS OPINION WAS INITIALLY ISSUED UNDER PROTECTIVE ORDER 
AND IS BEING PUBLICLY RELEASED IN REDACTED FORM ON 
OCTOBER 18, 2023
DENIED:  September 29, 2023
CBCA 6995
INTER-CON SECURITY SYSTEMS, INC.,
Appellant,
v.
DEPARTMENT OF JUSTICE,
Respondent.
Phillip R. Seckman of Dentons US LLP, Denver, CO; and Lisette S. Washington of
Dentons US LLP, Chicago, IL, counsel for Appellant.
Ioana Cristei, Commercial Litigation Branch, Civil Division, Department of Justice,
Washington, DC, counsel for Respondent.
Before Board Judges KULLBERG, O’ROURKE, and CHADWICK.
O’ROURKE, Board Judge.
Inter-Con Security Systems, Inc. (Inter-Con or appellant) seeks damages related to its
settlement of disability discrimination charges filed by former employees who were
disqualified from performing as court security officers for the United States Marshals Service
(USMS).  The parties filed cross-motions for summary judgment.  Because we find that the
plain language of the two contracts at issue supports the agency’s position and that the
agency did not breach the implied duty of good faith and fair dealing, we grant respondent’s
motion, deny appellant’s motion, and deny the appeal.   


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CBCA 6995      2
Statement of Facts
The parties filed a lengthy joint statement of undisputed facts.  The Board sets forth
here only the facts and background necessary to decide each motion.
The Contracts
USMS enters into contracts with private security companies that provide court
security officers (CSOs) to federal courthouses.  While on duty, CSOs are deputized as
Special Deputy United States Marshals with firearms and arrest powers.  Due to the physical
demands of the position, which include protecting against potentially life-threatening
activities, the contracts require CSOs to meet specified physical and medical qualifications. 
This case involves a dispute over eight CSOs who were medically disqualified.
USMS awarded appellant two indefinite-delivery, indefinite-quantity contracts to
provide CSOs for district courts in the Second and Ninth Federal Judicial Circuits,
respectively, in September 2013.  The contracts were nearly identical.1 
Physical and Medical Requirements for CSOs
Section C.9.5 contained the physical and medical standards that each CSO was
required to meet.  Compliance with these standards was the responsibility of the contractor. 
Per contract section C.9.1, “[w]hen recruiting or considering applicants to perform under this
contract, the Contractor shall ensure that the individual can withstand the physical demands
of the position,” such as “frequent and prolonged walking, standing, running, sitting, and
stooping without assistance,” as well as the ability “to subdue violent or potentially violent
people.”  The statement of work cautioned that “light duty post assignments are not available
under this contract.” 
   
In addition to the physical standards, both contracts contained seven pages of medical
requirements that CSOs had to meet or risk disqualification.  Contract section C.9.1.3
emphasized that “the medical condition of the CSO workforce [was] critical to the overall
safety of the Judiciary.”  Contract section C.9.1.5 further advised:
Each CSO, including CSO applicants, shall meet the medical standards
outlined below.  Failure to meet any one of the required medical and/or
1  Both contracts had the same statement of work.  All references to section C of
the contract pertain to both contracts. 

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CBCA 6995      3
physical qualifications shall disqualify an individual from performing as a
CSO under this contract.  The Contractor shall not allow any individual to
perform under this contract until the individual’s qualification status has been
determined by the Federal Occupational Health (FOH)2 and a written approval
has been granted by the Chief, [Office of Court Security]. 
The medical standards listed in section C.9.5 employed bright-line tests as well as
qualitative assessments to determine whether a CSO was medically qualified to perform
under the contract.  For example, the standards for vision and the cardiovascular system
were, respectively:
Corrected distant visual acuity required is 20/30, or better, as measured with
both eyes viewing (binocular).  Complete loss of vision in one eye is
disqualifying.  Corrected distant visual acuity required is /125, or better, in the
worst eye.  Ability to distinguish basic colors, as well as shades of color, is
required.  Normal peripheral vision is required. 
. . . .
Cardiovascular System - Any condition that significantly interferes with heart
function shall be disqualifying.  Examples of conditions that shall be
disqualifying are hypertension with repeated readings that exceed 150 systolic
and 90 diastolic, symptomatic peripheral vascular disease and severe varicose
veins.” 
Standards for hearing consumed four pages of each contract and provided detailed
instructions for assessing functional hearing with and without the use of hearing aid
equipment.  Additional medical assessments covered speech, respiratory function, endocrine
and gastrointestinal issues, nervous system disorders, hernias, musculoskeletal issues, and
any other diseases or conditions that interfered with the full performance of duties. 
Medical Examinations
To determine compliance with the physical and medical standards identified in each
contract, each CSO had to pass an initial medical examination and annual exams for each
year of performance.  In April 2015, the contracts were modified to change the frequency of
medical examinations from once a year to every two years.  The modifications re-emphasized
2 See the discussion of FOH below.

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CBCA 6995      4
the significance of the medical fitness of the CSO workforce, stating, “If the CSO fails to
complete and pass the biennial examination, the CSO shall be rendered disqualified and the
Contractor shall prohibit the individual from performing under this contract.” 
Consistent with terms in sections C.9.2 and C.9.3 of the contracts, the contractor was
responsible for arranging medical examinations of CSOs and applicants.  “The Contractor
shall establish and maintain designated licensed physicians to perform and document medical
examinations for all CSOs on behalf of their company.  At a minimum, the Contractor shall
designate two (2) licensed physicians for each city in a given District where CSOs are
assigned.”  “The Contractor shall require all CSOs and each CSO applicant to complete a
comprehensive medical form, CSO Form 229, Certification of Medical Examination for
Court Security Officers . . . and undergo a medical examination by a designated examining
physician.”  “The Contractor shall require the examining physician to record the CSO’s . .
. medical results on the CSO Form 229 when the examination is being administered and sign
the form after completion of the examination.”  “The information stated on the CSO Form
229, including any required additional information, e.g., print-outs or reports of lab data,
EKG, vision and hearing test records, a summary of the applicant’s treatment plan, etc., shall
be legible, truthful, complete and precise, in order for FOH to render a sound medical
determination.”  (Emphasis added).  Corrections to the form were strictly prohibited.
Medical Qualification Determinations
USMS has, since 2012, had an interagency agreement with FOH, part of the 
Department of Health and Human Services (HHS), to conduct medical qualification
determinations pursuant to the contracts.  USMS reimbursed FOH for these services.  The
contracts contained nineteen references to the roles and responsibilities of FOH in the
medical qualification determination process, beginning with FOH’s receipt and review of the
CSO Form 229.  Per sections C.9.3.3 and C.9.3.4, “Upon receipt of the CSO Form 229, the
FOH will review the form for completeness.  If the CSO Form 229 is considered complete,
the CSO Form 229 will be evaluated to render a qualification determination.”  If the form
was not complete, due to illegible information, missing or incomplete documentation, or
conflicting or questionable information, it had to be returned to the contractor for correction
or completion.  The contractor had to “resubmit the [updated] CSO Form 229 to the FOH
within 30 days of the exam date.”
Additional terms relevant to the process were included in sections C.9.3.5 through
C.9.4.5.  “The USMS will receive a medical review record directly from FOH documenting
their findings.  If the FOH initial review can determine . . . that the individual is clearly
medically qualified or disqualified, the USMS will inform the Contractor in writing.”  “If .
. . FOH is unable to make a final medical determination or it is necessary to clarify or prove

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CBCA 6995      5
that a disqualifying condition has been corrected or eliminated, the FOH will issue a
‘deferred’ determination . . .” (Emphasis added).  “After reviewing all of the medical
documentation, FOH will determine whether the individual meets the medical standards as
outlined in this contract.  FOH will notify the Government of their findings and the USMS
will then notify the Contractor in writing of the final determination.”  (Emphasis added). 
“The individual shall not resume CSO duties until the FOH makes a final medical
determination that the individual is medically qualified.”  (Emphasis added).
Medical Disqualification and Subsequent Termination of CSOs
Between 2014 and 2017, FOH issued medical determinations that temporarily or
permanently disqualified eight CSOs.  FOH disqualified three CSOs for failing to meet
cardiovascular system standards.  Five CSOs were disqualified based on other conditions,
including unilateral hearing loss in one ear, osteoarthritis in one knee, sleep apnea, diabetes,
and deuteranopia (a type of red-green color blindness).3  Inter-Con ultimately fired the
medically disqualified CSOs who, in turn, sued Inter-Con in federal and state court alleging
violations of the Americans with Disabilities Act and state anti-discrimination laws. 
Inter-Con settled with the former employees, then submitted a certified claim to the
contracting officer for $1,703,811.89 in settlement payments and attorney fees.  In its claim,
Inter-Con alleged that USMS (1) breached the express terms of the contract by disqualifying
CSOs who were physically capable of handling the job, and (2) breached the implied duty
of good faith and fair dealing by exposing Inter-Con to discrimination suits.
The contracting officer denied the claim in its entirety.  Inter-Con timely appealed to
the Board.  Following discovery, the parties filed cross-motions for summary judgment based
on their respective interpretations of the contracts.
Discussion
In deciding cross-motions for summary judgment, “[w]e ask whether one party or
neither party ‘is entitled to judgment as a matter of law based on undisputed material facts.’”
International Development Solutions, LLC v. Department of State, CBCA 6400, et al., 21-1
BCA ¶ 37,925, at 184,185 (quoting Board Rule 8(f) (48 CFR 6101.8(f) (2022))).  The legal
standard is well established.  E.g., Vivid Technologies, Inc. v. American Science &
3 Some applicants were ultimately disqualified because they failed to follow up
with the required paperwork after being temporarily disqualified.  Others were disqualified
based on failing to meet a medical standard.

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CBCA 6995      6
Engineering, Inc., 200 F.3d 795, 806 (Fed. Cir. 1999); Grand Strategy, LLC v. Department
of Veterans Affairs, CBCA 6795, 21-1 BCA ¶ 37,895, at 185,744.  Here, the parties agree on
all material facts.  Our decision rests on interpreting the two contracts.  See Mission Support
Alliance, LLC v. Department of Energy, CBCA 6476, et al., 22-1 BCA ¶ 37,998, at 184,527.
Inter-Con alleges that USMS breached the contracts “by improperly adopting medical
disqualification determinations and tests that were based on unreasonable and arbitrary
interpretations of relevant medical qualification standards under the contracts” and by
“fail[ing] to independently determine whether the medical disqualification determinations
were based on reasonable and proper interpretation and application of the medical
qualification standards established by the contracts.  Appellant’s Motion for Summary
Judgment at 19, 28.  Inter-Con further alleges that USMS breached the implied duty of good
faith and fair dealing.  Id. at 42. 
USMS Had No Independent Duty to Review Medical Qualification Determinations
We disagree that USMS had a contractual duty to verify FOH’s qualification
determinations independently.  We consistently apply the “plain meaning” of contracts as
written.  See, e.g., P.K. Management Group, Inc. v. Secretary of Housing & Urban
Development, 987 F.3d 1030, 1033 (Fed. Cir. 2021).  The contracts state unambiguously that
FOH, not USMS, has authority to make final medical qualification determinations for each
CSO.  We see no provision requiring USMS to scrutinize FOH’s medical qualification
determinations or allowing USMS to override or disregard FOH.  Instead, USMS’s role in
this process is administrative or ministerial in nature, processing FOH’s determinations once
they are made.   
Even if we thought that the nature of the approval required by the Office of Court
Security in section C.9.1.5 was at all unclear, we must read the contracts as a whole. 
See Hol-Gar Manufacturing Corp. v. United States, 351 F.2d 972, 975 (Ct. Cl. 1965).  Other
terms shed light on the nature of the approvals at issue.  The contracts contain numerous
other provisions that require obtaining approval from USMS, including approval for
background investigations, uniforms, routine reports, training, staffing, and authorizing a
CSO to commence performance.  These reviews are largely administrative and require no
medical expertise.  The contracts placed USMS in the same administrative, non-medical role
when it received FOH’s medical qualification determinations.  USMS did not breach any
contract requirements when it simply notified Inter-Con that CSOs were medically
disqualified by FHO rather than making its own medical determinations.

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CBCA 6995      7
Inter-Con’s Interpretation of Qualification Standards Conflicts with Plain Language
Inter-Con argues, alternatively, that the contracts merely required that CSOs “be in
good physical condition and not have any physical conditions that would prevent completing
job duties.”  Appellant’s Motion for Summary Judgment at 11.  Inter-Con contends that the
eight medical disqualifications at issue were unreasonable and arbitrary because the
disqualified CSOs could perform their duties as evidenced by years of past performance.  See
id. at 28.  We find this interpretation to be a reimagining of the contract.  Inter-Con not only
asks us to read into the contracts an overarching medical qualification standard that does not
exist but also to ignore multiple pages of specific physical and medical standards.  “An
interpretation that gives meaning to all parts of the contract is to be preferred, over one that
leaves a portion of the contract useless, inexplicable, void, or superfluous.”  NVT
Technologies, Inc. v. United States, 370 F.3d 1153, 1159 (Fed. Cir. 2004); see Hol-Gar, 351
F.2d at 979.  The contracts do not permit the use of a CSO’s past performance to meet
current qualification standards.  They specifically require that CSOs medically requalify
every two years and provide for out-of-cycle medical qualification determinations should
circumstances warrant.  
Inter-Con further argues that administering medical tests that were not specifically
identified in the contracts resulted in unreasonable and arbitrary applications of the
qualification standards.  Appellant’s Motion for Summary Judgment at 8.  As set forth above,
the physical and medical qualification standards employed both bright-line tests and
qualitative assessments.  Such flexible language afforded broad discretion to the examining
physician and, ultimately, to FOH to determine whether a CSO or applicant had a
disqualifying condition.  We read these provisions as would any “reasonably intelligent
person acquainted with the contemporaneous circumstances.”  Electronic Data Systems, LLC
v. General Services Administration, CBCA 1552, 10-1 BCA ¶ 34,316, at 169,505 (2009); see
Hol-Gar, 351 F.2d at 975.  The provisions, together, undermine Inter-Con’s assertions that
unspecified tests resulted in arbitrary and unreasonable actions under the contracts.  To the
extent that Inter-Con may be challenging the reasonableness of contract terms themselves,
we view the argument as essentially an untimely, post-award bid protest.  See Kloepfer Inc.
v. Department of Transportation, CBCA 7456, 23-1 BCA ¶ 38,419, at 186,697–98.  Inter-
Con was bound by the terms of its contracts which became enforceable upon award.  See
Whittaker Electronic Systems v. Dalton, 124 F.3d 1443, 1446 (Fed. Cir. 1997).
USMS Did Not Breach the Implied Duty of Good Faith and Fair Dealing
Inter-Con argues that even if the Board were to conclude that USMS did not breach
the contract by adopting FOH’s medial determinations, “the implied duty of good faith and
fair dealing . . . requires that USMS proceed in a manner that is consistent with Inter-Con’s

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CBCA 6995      8
reasonable expectations” under the contract.  Appellant’s Motion for Summary Judgment at
43.  It is true, of course, that every contract contains an implied duty “to refrain from
interfering with another party’s performance or from acting to destroy another party’s
reasonable expectations regarding the fruits of the contract.”  Bell/Heery v. United States,
739 F.3d 1324, 1334–35 (Fed. Cir. 2014).  To be reasonable, however, an expectation giving
rise to the duty “ has to be connected . . . to the bargain struck in the contract.”  TranBen, Ltd.
v. Department of Transportation, CBCA 5448, 17-1 BCA ¶ 36,635, at 178,430 (citing
Metcalf Construction Co. v. United States, 742 F.3d 984, 994 (Fed. Cir. 2014)).  Here, the
bargain between USMS and Inter-Con expressly authorized FOH to make medical
qualification determinations and allowed USMS to adopt those determinations.  That is what
happened.  Performing in a manner consistent with contract requirements cannot breach a
duty.  The Board cannot change “the contract’s discernible allocation of risks and benefits”
to conform to one party’s alleged expectations.  Metcalf, 742 F.3d at 991, quoted in R&G
Food Services, Inc. v. Department of Agriculture, CBCA 3487, 16-1 BCA ¶ 36,559, at
178,057.   USMS, for its part, did not employ the CSOs and had no reasonable basis in the
contracts to expect that Inter-Con would terminate medically disqualified employees, be sued
by them, or settle the lawsuits.  Inter-Con shows no breach or breach damages.
Decision
Respondent’s motion for summary judgment is GRANTED.  Inter-Con’s motion for
summary judgment is DENIED, and its appeal is DENIED.
 
   Kathleen J. O’Rourke    
KATHLEEN J. O’ROURKE
Board Judge
We concur:
    H. Chuck Kullberg              Kyle Chadwick               
H. CHUCK KULLBERG KYLE CHADWICK
Board Judge Board Judge