DISMISSED WITH PREJUDICE: August 28, 2012 
CBCA 2453, 2560 
PRIMETECH, 
Appellant, 
v. 
DEPARTMENT OF HOMELAND SECURITY, 
Respondent. 
Chizoma Onyems, President of Primetech, Rancho Cucamonga, CA, appearing for 
Appellant. 
Scott M. Dalton and Michael D. Kiffney, Office of the Chief Counsel, Transportation 
Security Administration, Department of Homeland Security, Arlington, VA, counsel for 
Respondent. 
Before Board Judges SOMERS , POLLACK , and KULLBERG 
KULLBERG , Board Judge. 
Respondent moves to dismiss CBCA 2453 and 2560 with prejudice. Appellant, 
Primetech, and the Transportation Security Administration (TSA), an agency within the 
Department of Homeland Security, executed a settlement agreement, and TSA has made 
payment according to the terms of that agreement. That settlement agreement required the 
parties to jointly move for dismissal of these appeals with prejudice upon their compliance 
with the terms of the agreement. Primetech opposes respondent’s motion and urges the 

  
              
   
           
            
              
            
               
            
             
                
             
        
            
              
            
            
             
         
       
         
          
         
         
       
  
         
         
         
         
       
        
          
 
2 CBCA 2453, 2560 
Board to ignore the settlement agreement. For the reasons stated below, the appeals are 
dismissed with prejudice. 
Background 
On September 16, 2009, the TSA’s contracting officer awarded to Primetech contract 
HSTS02-09-P-CAN367 (contract) in the amount of $95,000 to provide a shelter for an 
explosives storage magazine at the San Francisco International Airport. On May 6, 2011, the 
contracting officer terminated the contract for cause. Primetech appealed the termination to 
the Board, and the appeal was docketed as CBCA 2453 on June 8, 2011. Subsequently, 
Primetech submitted a certified claim to the contracting officer in the amount of 
$102,723. The contracting officer denied the claim, and Primetech appealed the denial of 
its claim. This appeal was docketed as CBCA 2560 on September 15, 2011. The Board 
consolidated the two appeals. Formal proceedings in these appeals followed, but the parties 
then elected to attempt to resolve these appeals informally. 
The parties jointly requested that the Board’s Chairman appoint a mediator to conduct 
an alternative dispute resolution proceeding, and by letter dated June 8, 2012, a mediator was 
appointed. The mediator conducted discussions with both parties, and they reached a 
settlement. TSA and Primetech executed a settlement agreement, which was signed by 
Primetech’s representative on July 9, 2012, and by the contracting officer on July 12, 
2012. The agreement provided the following in pertinent part: 
4. Terms and Conditions . Following discussion by the 
Parties to resolve this dispute through settlement, and to avoid 
the delay and uncertainty of litigation of these claims, the Parties 
desire to enter into an agreement that would settle, compromise, 
and resolve all issues and disputes between the Parties regarding 
the Contract, and hereby mutually agree to the following terms 
of this Agreement: 
a. Within 7 business days of the Effective Date of this 
Agreement, TSA agrees to pay Primetech a sum of $30,000.00, 
all of which shall be remitted by Primetech to Primetech’s 
subcontractor, Nkechinere. TSA shall issue a check jointly to 
Primetech and Nkechinere, with Primetech endorsing the check 
and presenting it to Nkechinere. Primetech shall provide 
evidence to TSA of its endorsement within 2 business days of 
receiving payment. 

  
       
        
        
        
         
       
         
         
        
       
  
        
        
            
        
          
 
  
      
    
         
         
         
       
          
           
        
        
        
      
      
    
3 CBCA 2453, 2560 
b. Primetech agrees to withdraw the Primetech Claim and 
effectuate a dismissal with prejudice before CBCA of the 
Primetech Claim and terminate any further rights under the 
Contract and agrees further to seek no additional compensation 
from TSA under the Contract, whether the grounds for such 
compensation were included in the Primetech Claim or 
otherwise. 
c. TSA agrees to withdraw the TSA Claim and effectuate a 
dismissal with prejudice before CBCA of the TSA Claim and 
terminate any further rights under the Contract and agrees 
further to seek no additional compensation from Primetech 
under the Contract. 
d. It is expressly understood and agreed between the Parties 
that this Agreement and the promises and releases provided 
herein are not, and shall not be construed to be, an admission of 
liability or acknowledgment of the validity of any of the claims 
or defenses which were or which could have been asserted by 
the Parties. 
* * * 
7. Release . Upon execution of this Agreement: 
a. Primetech does irrevocably and unconditionally, 
completely and forever release and discharge any and all claims 
or demands, losses, costs (including but not limited to attorneys’ 
fees), damages, actions, causes of action, whether in law or 
equity, suits and administrative proceedings that Primetech can 
or may bring, based on or relating to the Contract, arising, 
occurring, or existing at any time prior to, the date of this 
Agreement, whether known or unknown, against the TSA and, 
as applicable, against each of its agencies and departments, 
including but not limited to the Department of Homeland 
Security (DHS), its officials, employees, agents, attorneys, 
predecessors and successors in interest, and legal 
representatives, both foreign and domestic. 

  
      
         
        
         
        
         
           
       
        
      
        
               
            
 
                
   
  
              
              
          
           
               
            
               
            
                
                 
          
             
                  
             
              
              
  
4 CBCA 2453, 2560 
b. TSA does irrevocably and unconditionally, completely 
and forever release and discharge any and all claims or 
demands, losses, costs (including but not limited to attorneys’ 
fees), damages, actions, causes of action, whether in law or 
equity, suits and administrative proceedings that TSA can or 
may bring, based on or relating to the Contract, arising, 
occurring, or existing at any time prior to, the date of this 
Agreement, whether known or unknown, against Primetech and, 
as applicable, against each of its subsidiaries, parents, affiliates, 
directors, officers, employees, agents, attorneys, and successors 
in interest, and legal representatives, both foreign and domestic. 
On July 16, 2012, FSA issued a check to Primetech and Nkechinere in the amount of 
$30,000. The check was endorsed, and Nkechinere acknowledged receipt of payment by 
letter dated July 21, 2012.  TSA moved to dismiss CBCA 2453 and 2560 with prejudice on 
August 1, 2012. In its motion, TSA stated that all terms of the settlement agreement had 
been met. 
Primetech’s August 2, 2012, response to TSA’s motion urged the Board to “ignore” 
TSA’s motion to dismiss and stated that “[r]espondent has not fully met the terms of 
agreement as reached.” In its opposition, Primetech alleged that it had requested that “TSA 
go into system [and] remove default . . . or send . . . letter stating that default was no longer 
applicable.” Primetech further alleged that “[r]espondent notified Appellant on 7/31/2012 
that his contracting officer . . . would not accept terms as reached that default still stands.” 
Discussion 
The issue before the Board is whether the parties have complied with the terms of the 
settlement agreement such that a dismissal with prejudice is the appropriate disposition of 
these appeals. It is a matter within this Board’s jurisdiction to determine whether an appeal 
has been settled. Coastal International Security, Inc. v. Department of Homeland Security , 
DOT BCA 4528, et al., 06-2 BCA ¶ 33,385, at 165,509. A settlement agreement is binding 
on the parties and “bars further recovery on the issues raised or referred to in it directly or 
by reference, absent mutual mistake or duress.” Toole Construction Co. , 
HUD BCA 79-439-C49, 81-2 BCA ¶ 15,318, at 75,866 (citing Beard v. United States , 
67 F. Supp. 963, 965 (Ct. Cl. 1946)). In a settlement “each party gives up something in order 
to terminate the dispute without further litigation.” Asberry v. United States Postal Service , 
692 F.2d 1378, 1381-82 (Fed. Cir. 1982). A party to a settlement agreement who 
“voluntarily accepted the settlement and its benefits . . . is equitably estopped to attack it.” 
Id. at 1382. 

  
             
            
             
             
            
             
              
               
              
            
             
  
            
        
            
              
            
                
          
               
            
             
                
               
             
            
               
                
             
         
               
            
               
              
              
            
             
     
5 CBCA 2453, 2560 
Under the terms of the settlement agreement, the payment of $30,000 by TSA to 
Primetech was consideration for the mutual release of all other claims, which included 
Primetech’s appeal of the termination for cause and its claim in the amount of 
$102,723. Similarly, TSA gave up any claims against Primetech related to the termination 
for cause, which would have included reprocurement costs. In accordance with the 
settlement, TSA made payment of $30,000, which Primetech accepted and, in turn, paid to 
its subcontractor. The agreement is clear and unambiguous in resolving all claims related to 
both appeals. There is no evidence of mutual mistake or duress in the parties’ negotiation 
and execution of the settlement, and Primetech has alleged neither of those defenses. The 
settlement agreement leaves no issues to be adjudicated under these appeals, and, therefore, 
dismissal with prejudice is the proper disposition. See Toole Construction Co. , 81-2 BCA 
at 75,867. 
Primetech argues that FSA’s contracting officer has not complied with the terms of 
the settlement agreement because the termination for cause has not been removed from the 
Government’s records. It is well established that “a supplemental agreement entered into 
between a contractor and the government operates as a bar to all claims not specifically 
reserved.” Fraass Surgical Manufacturing Co. v. United States , 505 F.2d 707, 712 
(Ct. Cl. 1974). “Similarly, there is no ambiguity in language which states that a payment to 
the contractor ‘constitutes the entire equitable adjustment due the contractor.’” Id. (quoting 
Cannon Construction Co. v. United States , 319 F.2d 173, 176 (Ct. Cl. 1963)). Primetech errs 
in suggesting that the settlement agreement required that the contracting officer take any 
action with regard to the termination for cause. The settlement agreement between Primetech 
and FSA provided only for the payment of $30,000, and there was no provision for any relief 
with regard to the termination for cause. Having agreed to the terms of the settlement 
agreement, Primetech gave up all other claims related to the contract. 
Finally, Primetech asserts that in the “[s]ettlement agreement and as in [the] mediation 
both parties agreed claims as well as default claims (2453, 2560) shall be dropped.” This 
Board has held that “when ‘a detailed contract is executed by the parties, it will be presumed 
to represent their complete undertakings and is conclusive and in derogation of any prior 
understandings.’” Navigant SatoTravel v. General Services Administration , CBCA 449, 
09-1 BCA ¶ 34,098, at 168,604 (quoting Schoeffel v. United States , 193 Ct. Cl. 923, 934 
(1971)). Primetech’s assertion that relief from the termination for cause was discussed 
during the mediation does not alter the terms of the written settlement agreement. The only 
agreement that is relevant to this matter is the written settlement agreement that was executed 
by the parties, and, as discussed above, that agreement did not affect the termination for 
cause of Primetech’s contract. Regardless of whether Primetech believed that the settlement 
agreement provided relief from the termination for cause, that belief cannot alter the terms 
of the settlement agreement. 

  
     
  
 
 
    
   
6 CBCA 2453, 2560 
Decision
 
The appeals are DISMISSED WITH PREJUDICE .
 
______________________ 
H. CHUCK KULLBERG 
Board Judge 
We concur: 
_______________________ _______________________ 
JERI K. SOMERS HOWARD A. POLLACK 
Board Judge Board Judge