GRANTED: September 25, 2013 
CBCA 1512, 1537
SYSTEMS INTEGRATION & MANAGEMENT, INC., 
Appellant,
v.
GENERAL SERVICES ADMINISTRATION,
Respondent.
Stuart W. Turner and Emma V. Broomfield of Arnold and Porter, LLP, Washington,
DC, counsel for Appellant.
Nathan C. Guerrero, Office of General Counsel, General Services Administration,
Washington, DC, counsel for Respondent.
Before Board Judges SOMERS, BORWICK, and GOODMAN
SOMERS, Board Judge.
These consolidated appeals arose under a blanket purchase agreement (BPA) between
the General Services Administration (GSA) and Systems Integration & Management, Inc.
(SIM).  SIM alleges that GSA owes it $1,058,722.23 under ten unpaid task orders. 
After years of litigation, GSA moved to dismiss the appeals for lack of jurisdiction
on the eve of trial.  SIM opposed the motion. We held GSA’s motion sub judice and
proceeded to trial on the merits.  The hearing proceeded as originally scheduled and the
record has been closed.  The record includes the pleadings, the appeal files, supplemental
appeal files, GSA’s motion to dismiss, SIM’s response, hearing transcripts, post-hearing
briefs and GSA’s renewed motion to dismiss.  For the reasons below, we deny GSA’s motion
to dismiss.  The decision on the merits follows.     


CBCA 1512, 1537 2
Findings of Fact on Jurisdiction
On September 30, 1998, GSA entered into a contract arrangement with the contractor
identified as the contractor, “Systems Integration & Management, Inc.”  The various task
orders have identified the contractor as “Systems Integration & Management, Inc.” or
“Systems Integration & Management, Incorporated.” 
Mary Louise Denese Slaey, SIM’s Chief Executive Officer (CEO), submitted a
certified claim to the GSA contracting officer on April 18, 2008, using the company name
“Systems Integration and Management, Incorporated.”  The contracting officer issued his
final decision in response to SIM’s claim on December 18, 2008.  SIM appealed the final
decision to the Board on February 10, 2009, under the name “Systems Integration and
Management, Inc.”  This appeal is docketed as CBCA 1512.  SIM filed a second claim with
a GSA contracting officer on October 28, 2008.  The contracting officer failed to respond to
the claim or to issue a final decision.  Consequently, SIM filed a notice of appeal, which this
Board docketed on March 23, 2009,as CBCA 1537.     
Shortly before trial, GSA discovered that SIM, a Delaware corporation, was not
operating as a corporation in good standing.  Apparently, effective March 1, 1990, SIM’s
corporate charter became “void” pursuant to section 510 of Title 8 of the Delaware Code,
based upon SIM’s failure to pay the required franchise tax or to file a required annual report. 
As a “void” corporation, all of SIM’s corporate powers were “declared inoperative.”  See
DEL. CODE ANN. tit.8, § 510 (2013).  On May 3, 2012, GSA filed a motion to dismiss,
asserting that SIM lacked the capacity to contract or sue under Delaware law.  
In response to the motion, SIM procured a renewal and revival of its Certificate of
Corporation pursuant to section 312 of Title 8 of the Delaware Code.  This action caused
Delaware to update SIM’s status on its online records system to indicate the company’s
“good standing” effective May 4, 2012.  Also, SIM discovered that during the period its
corporate status had been “void,” another corporate entity had registered with SIM’s original
name.  Therefore, appellant changed its name to “Systems Integration and IT Management
Corporation” pursuant to section 312(f) of Title 8 of the Delaware Code.   
At the hearing, GSA renewed its motion to dismiss.  GSA contends that the Board
lacks jurisdiction to entertain the appeals because, as a void corporation, SIM lacked the
capacity to contract with the Government, causing the contract at issue to be void ab initio. 
Second, according to GSA, because SIM was a void corporation at the time it submitted its
claim, it could not legally submit a claim in its name, nor could any individual act on SIM’s
behalf to certify the claim.  That made SIM’s actual claim invalid; thus, any final decision
addressing the claim must be a nullity.  Finally, GSA argues that even if the renewal of

CBCA 1512, 1537 3
SIM’s corporate status serves to retroactively validate the actions of SIM under Delaware
law, such action does not also serve to retroactively validate an otherwise invalid contracting
officer’s final decision under the Contract Disputes Act (CDA), 41 U.S.C. §§ 7101-7109
(Supp. IV 2011).
   
Discussion on Jurisdiction
Law applicable to Contractor Status
Under the CDA, a contractor – that is, a party to the contract other than the
Government -- may submit a contractor claim.  41 U.S.C. §§ 7101(7), 7103(a)(1).  Where the
contractor is a corporation, “the capacity of the corporation to maintain an action is
determined by the laws of the state under which it was organized.”  TAS Group, Inc. v.
Department of Justice, CBCA 52, 07-2 BCA ¶ 33,630, at 166,567; Fed. R. Civ. P. 17(b)(2)
(capacity of a corporation determined by the law under which the corporation was
organized).  Accordingly, the applicable law concerning the contractor’s corporate status is
the law of the State of Delaware.  
Under Delaware law, a corporation whose certificate of incorporation has become
forfeited or void “may at any time procure an extension, restoration, renewal or revival of its
certificate of incorporation, together with all the rights, franchises, privileges and immunities
and subject to all of its duties, debts and liabilities which had been secured or imposed by its
original certificate of incorporation and all amendments thereto.”  DEL. CODE ANN. tit.8, 
§ 312(b).  A corporation may revive a certificate of incorporation by “executing,
acknowledging and filing a certificate” in accordance with section 103 of Title 8.  Once the
corporation accomplishes this, Delaware law says: 
[T]he corporation shall be renewed and revived with the same force and effect
as if its certificate of incorporation had not been forfeited or void pursuant to
this title, or had not expired by limitation.  Such reinstatement shall validate
all contracts, acts, matters and things made, done and performed within the
scope of its certificate of incorporation by the corporation, its officers and
agents during the time when its certificate of incorporation was forfeited or
void pursuant to this title, or after its expiration by limitation, with the same
force and effect and to all intents and purposes as if the certificate of
incorporation had at all times remained in full force and effect. 
 DEL. CODE ANN. tit.8, § 312(e).   

CBCA 1512, 1537 4
As noted above, GSA’s argument is premised upon its theory that validity must be
determined at the time of the action.  The reasoning is as follows: Since SIM’s corporate
charter was “void” when it submitted the claim, the claim, at least at the time of submission,
is invalid.  A contracting officer cannot act upon an invalid claim.  Accordingly, the final
decision is a nullity.  Without a valid claim or final decision, GSA asserts, the Board lacks
subject matter jurisdiction under the CDA.  GSA posits that a void corporation cannot enter
into a contract with the Government, perform the contract, submit a certified claim, and file
an appeal.  Therefore, we may not be able to entertain SIM’s claim.  
Case law mandates that we reject GSA’s argument.  As explained below, because SIM
renewed and revived its certificate of incorporation, Delaware law provides that the renewal
has the effect of retroactively restoring all corporate powers and validating all corporate acts. 
The “void” corporate actions disappear.  All actions are now considered to have been
performed by a corporation in good standing.  
While the notion that an invalid action can simply metamorphose into a valid action
seems counterintuitive, this is precisely what happens under Delaware law.  The statute is
clear:  once the corporation has been reinstated, all actions are deemed to have been done and
performed “with the same force and effect and to all intents and purposes as if the certificate
of incorporation had at all times remained in full force and effect.” Id. (emphasis added); 
V.E.C. Corp. of Delaware v. Hilliard, 2011 U.S. Dist. LEXIS 152759, at *13-19
(S.D.N.Y. Dec. 13, 2011).  As the court in Wax v. Riverview Cemetery Co. explains:
Under our taxing statute we think that a corporation which has been
proclaimed for non-payment of taxes is not completely dead.  It is in a state of
coma from which it can be easily resuscitated, but until this is done its powers
as a corporation are inoperative . . . . “[S]o long as a corporation may be
reinstated by the payment of delinquent fees and have validated all of its acts
that were done while its powers were suspended, the corporation is not dead. 
Its powers are only in suspension.”
24 A.2d 431, 436-37 (Del. Super. 1942), citing Watts v. Liberty Royalties Corp.,
106 F.2d 941, 944 (10th Cir. 1939) (construing Delaware statute.)  
Thus, “a Delaware corporation is not dead for all purposes following forfeiture of its
charter.”  Frederic G. Krapf & Son, Inc., v. Gorson, 243 A.2d 713, 715 (Del. 1968).  Upon
reinstatement of the corporation pursuant to section 312(e), it regains the ability to prosecute
actions on its behalf and any action taken while its charter was voided is ratified.  Id.  “[T]he
performance of corporate acts following forfeiture is wrongful at the time but the later
reinstatement of the charter validates the corporate acts.” (citations omitted); see also

CBCA 1512, 1537 5
Backyard Wrestling, Inc. v. Pro-Active Entertainment Group, Inc., 398 F. App’x 299 (9th Cir.
2010) (recognizing a “once-void and now-renewed” corporation’s ability to commence and
then maintain an action); Darley Liquor Mart, Inc. v. Bechtel, 1982 Del. Super. LEXIS 784,
*1-2, 9 (Del. Super. Apr. 22, 1982) (“[R]einstatement of the certificate of plaintiff
corporation after the action was filed validated the act of filing this action.”).  When the
corporate charter is renewed, “it is restored to  its old franchises.  It changes from a
corporation with limited powers to be used only in course of winding up, to a corporation
reinvigorated by the State with all of its former franchises.”  McKee v. Standard Minerals
Corp., 156 A. 193 (Del. Ch. 1931).  
Application of state law to determine the impact of reinstatement of corporate status
during litigation has been applied in contract cases as well.  See Paradise Creations, Inc. v.
UV Sales, Inc., 315 F.3d 1304, 1307 (Fed. Cir. 2003) (plaintiff corporation claimed its patent
rights under a contract executed at a time when it was administratively dissolved; court held
that “although under [Florida statute] a corporation loses its capacity to sue if it fails to file
an annual report, once it is administratively dissolved, somewhat paradoxically it regains
capacity to sue [under second statute]” upon filing of report); Joseph A. Holpuch Co. v.
United States, 58 F. Supp. 560, 563-64 (Ct. Cl. 1945) (holding that a corporate plaintiff
which filed for breach of contract when administratively dissolved and subsequently was
reinstated had capacity to sue under Illinois law, stating that “it was the purpose of this
decree vacating the dissolution decree to give validity to all acts done in the meantime and
hence, we conclude that plaintiff can maintain an action for the breach of a contract entered
into between the dates of the two decrees”); Stock Pot Restaurant, Inc. v. Stockpot, Inc.,
737 F.2d 1576 (Fed. Cir. 1984) (holding that a void corporation at the time of the lawsuit
could continue the action upon reinstatement under a similar Massachusetts law);
International Crane Co., ASBCA 49604, 00-1 BCA ¶ 30,624 (1999) (denying motion to
dismiss for lack of standing as corporate entity under Maryland law where appellant lost right
to conduct business as a Maryland corporation after submitting but before certifying claim
to contracting officer); Fre’ence Manufacturing Co., ASBCA 46233, et al.,
95-2 BCA ¶ 27,802.  
In an attempt to escape the protective corporate shield provided by Delaware state law,
the Government focuses on the jurisdictional requirements of the CDA.  The Government
contends that the CDA requires a valid contract between the contractor and a government
agency, a valid claim, a valid final decision, and a valid appeal as a predicate to this Board’s
jurisdiction.  The validity of these elements must be established at the time the action occurs,
the Government says.  The Government argues that “[e]ven if the May 4, 2012 renewal of
SIM’s corporate status by the Delaware Secretary of State can be interpreted to retroactively
validate the actions of SIM, such as submission of the claim and the appeal to the Board,
jurisdiction will simply not exist where there is no valid contracting officer’s final decision

CBCA 1512, 1537 6
upon which the appeal can be based. . . .  [T]he validity of a contracting officer’s final
decision is determined at the time it is issued and depends on the validity of the contractor’s
claim.”  Respondent’s Post-Hearing Brief at 42-43.  Ultimately, the Government proposes,
the validity of the claim and the final decision can only be determined by reference to federal
law, not state law.  To find otherwise would destroy the body of law governing federal
contracts.  
First, the Government points to the limited waiver of sovereign immunity under the
CDA, see, e.g., United States v. Seckinger, 397 U.S. 203 (1970).  It says that this limited
waiver precludes the issuance of a valid final decision when presented with an invalid CDA
claim, citing Hillcrest Aircraft Co. v. Department of Agriculture, CBCA 2233,
11-1 BCA ¶ 34,678, at 170,820 (discussing certification requirements) and Case, Inc. v.
United States, 88 F.3d 1004, 1009 (Fed. Cir. 1996) (citing Ball, Ball and Brosamer, Inc. v.
United States, 878 F.2d 1426 (Fed. Cir. 1989)), among others.  
To support its position that the Board should find the claim and final decision invalid,
the Government cites to General Chemical Services, Inc., B-241595, 91-1 CPD ¶ 94 (Jan. 30,
1992).  In that case, the General Accounting Office (GAO) addressed an analogous situation
to the case at hand.  A bidder for a government contract had lost its Delaware corporate
charter at the time it submitted its bid.  The bidder renewed its corporate charter after
submitting the bid and then asserted before GAO that the Government had to treat its bid as
retroactively valid and therefore award it the contract.  GAO held that “we do not believe that
a state statute that provides for retroactive reinstatement of a corporation can supersede a
federal contracting officer’s need to make contract award decisions on the basis of
information that is current at the time of decision making.” GAO premised this determination
upon its interpretation of the seminal case of Krapf v. Gorson.  GAO disagreed that the case
stood “for the proposition that a corporate form of a corporation with a revoked charter
survives for bidding purposes.”  Rather, GAO concluded that Krapf should be limited to
determining creditor’s rights and had no relevance in the bidding process.  
GAO’s interpretation of Krapf is an outlier.  Courts have consistently interpreted
Krapf to stand for the proposition that, under Delaware law, where a corporation is void but
then renewed, it is as though the corporation was never void, and the corporation regains all
of its previous rights, including the capacity to sue.  See, e.g., Backyard Wresting, Inc.,
398 F. App’x 299 (9th Cir. 2010); Parker v. Cardiac Science, Inc., 2006 WL 3445218
(E.D. Mich.); Chestnut Hill Plaza Holdings Corp. v. Parkway Cleaners, Inc.,
2011 Del. Super. LEXIS 197 (Del. Super. May 17, 2011); Darley Liquor Mart, Inc. v.
Bechtel, 1982 Del. Super. LEXIS 784 (Del. Super. Ct. April 22, 1982), citing Harned v.
Beacon Hill Real Estate Co., 84 A. 229 (Del. 1912); Townsend v. Delaware Glue Co.,

CBCA 1512, 1537 7
103 A. 576 (Del. Ch. 1918); Wax v. Riverview Cemetery Co., 24 A.2d 431
(Del. Super. 1942). 
In addition, under similar facts, other GAO decisions have upheld the award of a
contract to a corporation which, at the time of submission of proposals and award, had its
corporate charter revoked due to nonpayment of taxes.  See, e.g., Forbes Aviation, B-248056,
92-2 CPD ¶ 58, at 5, citing Triad Research, Inc., B-225793, 87-2 CPD ¶ 16 (other citations
omitted).  In such cases, GAO noted that state law retroactively reinstated corporate status,
validating all corporate acts taken while “void.”  Id. at 5.  Under those circumstances, the
entity that had been awarded the contract would be legally bound to perform the contract and
would be unable to assert lack of capacity to avoid acceptance of its offer upon the agency’s
post-award discovery of its forfeited articles of incorporation.  Id. at 6.
In cases involving a corporation in which the cause of action is based upon a federal
law other than the CDA, courts have not hesitated to apply state substantive rules governing
corporations to resolve the case.  With regard to the common law and federal law jurisdiction
as relates to a dissolved corporation, the United States Supreme Court held: 
It is well settled that at common law and in the federal jurisdiction a
corporation which has been dissolved is as if it did not exist, and the result of
the dissolution cannot be distinguished from the death of natural person in its
effect. (citations omitted) . . .  But corporations exist for specific purposes, and
only by legislative act, so that if the life of the corporation is to continue even
only for litigating purposes it is necessary that there should be some statutory
authorization for the prolongation.  The matter is really not procedural or
controlled by the rules of the court in which the litigation pends.  It concerns
the fundamental law of the corporation enacted by the state which brought the
corporation into being. 
Oklahoma Natural Gas Co. v. Oklahoma, 273 U.S. 257, 259-60 (1927).  Also see Hanna v.
Plumer, 380 U.S. 460, 465 (1965) (holding, consistent with Erie R. Co. v. Tompkins,
304 U.S. 64 (1938), and the Rules Enabling Act, 28 U.S.C. § 2072, that federal courts are to
apply federal procedural law and state substantive law); Maternally Yours, Inc. v. Your
Maternity Shop, Inc., 234 F.2d 538, 540 n.1 (2d Cir. 1956) (noting that the Erie doctrine
applies regardless of the ground for federal jurisdiction); United States v. Safeway Stores,
Inc., 140 F.2d 834 (10th Cir. 1944) (holding that where corporations organized under the laws
of Texas, California, Delaware, or Nevada have been dissolved in accordance with the laws
of the respective states prior to return of criminal indictment, the dissolved corporations
could not be prosecuted); Velocity Micro, Inc. v. Edge Interactive Media, Inc.,
2008 WL 4952605 (E.D. Va. Nov. 7, 2008) (finding jurisdiction in a case where the

CBCA 1512, 1537 8
corporation was suspended at the time of filing because plaintiff obtained a certificate of
revivor.  Under California law, such a certificate retroactively validates otherwise invalid
proceedings undertaken by a suspended corporation).  
In this case, Delaware law permits a “void” corporation to revive its corporate status
and proceed anew as if it had never been in a coma.  Thus, we must find that SIM, having
properly revived its corporate state under Delaware law, is deemed to have been a
corporation in good standing when it entered the contract with the United States, submitted
its certified claim, and filed this appeal.  The Government’s renewed motion to dismiss is
denied.  
Jurisdictional Issue #2 - Impact of Change of Corporate Name
On the final day of trial, the presiding judge asked the parties to address a second
jurisdictional issue.  Apparently, SIM initially registered under the name “Systems
Integration and Management Corporation” in 1986.  The contract vehicle between SIM and
the GSA identifies SIM as “Systems Integration & Management, Inc.”  On various task
orders, SIM is also identified as “Systems Integration & Management Inc.” or “Systems
Integration and Management, Incorporated.”  However, when the Delaware Secretary of
State revived SIM’s corporate charter on May 4, 2012, SIM had to adopt a different name,
because during the time of its lapsed corporate status, another entity took SIM’s original
corporate name.  SIM is now chartered under the name “Systems Integration and IT
Management Corporation.”  
As to the issue of the change of corporate name, Delaware law contemplates the
situation in which a second corporation adopted the same name as that of the first corporation
whose certificate of incorporation had become void.  Pursuant to DEL. CODE ANN. tit.8, 
§ 312(f):  
[I]n such case the corporation to be renewed or revived shall not be renewed
under the same name which it bore when its certificate of incorporation
became forfeited or void pursuant to this title, or expired but shall adopt or be
renewed under some other name and in such case the certificate to be filed
under the provisions of this section shall set forth the name borne by the
corporation at the time its certificate of incorporation became forfeited or void
pursuant to this title, or expired and the new name under which the corporation
is to be renewed or revived.   
With respect to the incorrect renditions of the corporate name on the contract
documents, the task orders, and the submission of the claim and appeals, this misnomer does

CBCA 1512, 1537 9
not invalidate the contract.  See, e.g., Charles G. Taylor & Sons, Inc. v. Brentwood Const.
Co., 189 A.2d 414, 419 (Del. Super. 1963) (“As a general rule it is not essential that a
corporation contract in its legal corporate name. . . .  Accordingly, a corporation may, as a
general rule, in the absence of a statutory prohibition, contract under an assumed name or a
name other than its legal one, provided the other party is not thereby prejudiced or injured.”). 
Courts look to the intent of the parties, and a misnomer in a contract is generally not material
unless it affects the very nature of the contract or the misrepresentation somehow contributed
to the decision to award the contract.  Dennis Berlin, ASBCA 51919, et al.,
00-2 BCA ¶ 31,096, at 153,567 (“A misrepresentation of identity by one party to a contract
does not prevent the formation of a contract unless it affects the “very nature” or the
“character or essential terms” of the proposed contract.”) (citing Restatement (Second) of
Contracts § 163 and Comment a (1981)).  
Here, the different names used by SIM in the course of conducting business in no way
affected the “nature, character, and essential terms” of the basic ordering agreement and task
orders, nor did it have any effect on the intent of the parties.  The Government understood
who would be performing the work.  Despite the fact that SIM used variations of its name,
this, in and of itself, does not invalidate the contract or undermine jurisdiction.  See Plum
Run, Inc., ASBCA 46091, 97-1 BCA ¶ 28,770 (finding jurisdiction where appellant had done
business under several names).  
Findings of Facts on the Merits
Background 
On September 30, 1998, the parties entered into a basic ordering agreement (BOA)
in which SIM agreed to provide “Information Technology (IT) efforts for GSA and all of its
Operating Administrations, other government agencies including state/local government
entities, and certain quasi-governmental entities.”  SIM would provide these services
pursuant to task orders issued by a GSA contracting officer.  “Agencies may use written
orders, EDI orders, blanket purchase orders, individual purchase orders, or task orders for
ordering services” under the BOA.  
The BOA listed skill categories and labor rates to be applied for services purchased
under the task orders.  The process for invoicing for these charges was clearly set forth in the
BOA.  The BOA required that SIM submit invoices directly to GSA as soon as possible after
completion of the work.  SIM states that, during the first year of performance, it submitted
timesheets at the same time it submitted invoices.  According to SIM, GSA changed that
process and instructed SIM to submit invoices that included a labor certification on the face
of the invoice instead of submitting timesheets.  

CBCA 1512, 1537 10
SIM says that GSA instructed it to submit its invoices to GSA’s Region 2 office on
a monthly basis, except for Coast Guard invoices, which would be submitted directly to the
Coast Guard.  For those invoices submitted to Region 2, SIM explains that it understood that 
GSA would facilitate obtaining signatures from the client agencies before processing the
invoices for payment.  GSA did not send SIM a copy of the signed invoices.  If questions
arose concerning charges in an invoice, SIM would work with GSA to resolve any issues
directly.  SIM states that GSA paid hundreds of invoices submitted for payment.  Conversely, 
GSA disputes that this procedure governed the submission of invoices, pointing to the
language of the various task orders.  No one disputes, however, that over the life of the BOA,
GSA issued over thirty task orders to SIM and paid SIM for approximately 250 of the
roughly 300 monthly invoices submitted.  
In 2008, SIM submitted two certified claims to GSA, seeking payment for the amount
charged in the unpaid invoices.  The contracting officer did not issue a final decision on the
first claim.  In the final decision on the second claim, and as the contracting officer later
testified during the hearing, GSA rejected the claim for unpaid invoices because there was
no evidence that SIM had submitted the invoices timely, or that the invoices contained
adequate supporting data.  By contrast, SIM’s chief executive officer testified that the
invoices submitted as part of its certified claim included supporting data. 
The invoices at issue arose from separate task orders.  Each task order and associated
invoices will be discussed separately below:
Task Order #02MT21050 - Picatinny Arsenal
In December 2000, GSA awarded SIM task order no. 02MT21050 for work for the
U.S. Army at Picatinny Arsenal in New Jersey.  The initial period of performance under this
task order was February 9, 2001, through December 31, 2001.  The period was later extended
through March 31, 2002.  
The statement of work (SOW) for the Picatinny task order (which is similar to the
other task orders at issue here)  detailed procedures for payment for the work performed as
follows:
Billing and payment shall be accomplished in accordance with the contract. 
The Contractor shall have the invoice package CERTIFIED by the client
representative.  The invoice package is to include the actual contractor’s
invoice and the signed labor certification associated with the invoice.  The
Contractor’s invoice shall be for one month.  The Contractor may invoice only
for hours, travel and/or unique services ordered by GSA and actually used in

CBCA 1512, 1537 11
direct support of the Client Representative’s project.  Each invoice submitted
for payment shall be accompanied by a copy of the labor certification,
signed and dated by the client representative, accepting the covered
services.  Failure to comply with the procedures outlined above, will result in
your payment being delayed.  
(emphasis in original).  The SOW required SIM to submit the original invoice to the GSA
finance office in Fort Worth, Texas, and to submit monthly progress reports to the client
representative and to GSA.  In conjunction with the submission of each monthly progress
report, SIM was required to scan the signed labor certification and include that as an
attachment.  
At issue for this task order are two invoices, Invoice No. 2002-0317 ($33,464.70, for
period of performance February 1, 2002, through February 28, 2002) and Invoice
No. 2002 0422 ($24,416.50, for period March 1 through March 31, 2002).  SIM contends
that it submitted both invoices with supporting employee timesheets, certified by the client
representative.  The client representative for this task order was Freddy Sanchez.  
SIM states that GSA instructed it to submit unsigned invoices by facsimile to the GSA
Region 2 office in order to obtain the certifications required under the SOW.  GSA would
then present the unsigned invoices to the client representative, who would compare the hours
invoiced against the hours listed on the timesheets in his possession.  If the hours matched,
the client representative would sign the invoice.  
The client representative, Mr.  Sanchez, signed some of SIM’s invoices, noting in his
testimony as follows: 
I remember they gave me their time sheets on a weekly basis.  I signed them. 
The problem was that I would see those time sheets like maybe six months
later on an cumulated [sic] invoice and that’s when I raised the flag why are
the billings so late.  
On cross-examination, however, Mr. Sanchez conceded that his overbilling concern did not
relate to the invoices at question in this appeal.  
Mr. Sanchez testified that if an invoice did not contain his signature, it must not have
been presented to him.  None of the invoices at issue in this case contain Mr. Sanchez’s

CBCA 1512, 1537 12
signature.1  However, Mr. Sanchez certified the underlying employee timesheets, including
one for an employee who worked for a subcontractor, and testified that SIM successfully
performed all work ordered under this task order.  GSA did not dispute the invoices at the
time of submission, but it has not paid for the outstanding invoices.  
Task Order No. 02FG21076 - Benet Laboratories (administrative support services)
GSA awarded task order no. 02FG21076 to SIM for administrative support at the U.S.
Army’s Benet Laboratories (Benet Labs) at Watervliet Arsenal in New York.  The statement
of work for this task order described the period of performance as October 1, 2000, to
September 30, 2001, and stated that the work would be charged on a time and materials basis. 
The statement of work did not contemplate the necessity for travel.  The SOW designated
Larry Marten as the client representative at Benet Labs and Floyd Griffith as the GSA
contracting officer’s representative.  
The SOW provided that the invoice package must be certified by the client
representative.  Mr. Marten authorized Al Nebolini to sign SIM timesheets and certify SIM
invoices.  SIM asserts that GSA instructed it to submit the unsigned invoices to the GSA
Region 2 office.  GSA would then fax the unsigned invoices to Benet Labs to obtain the
client’s certification.  After signing a SIM invoice, SIM states, Benet Labs would fax the
signed invoice to GSA for payment processing.  GSA paid SIM under multiple invoices
submitted under this procedure.  On occasion, GSA paid SIM for invoices that had not been
signed by the client.  
SIM proposed to increase labor rates for various employees for the second year of
performance and Mr. Marten accepted the increases.  During the second year of performance,
Benet Labs approved and GSA paid invoices using the negotiated year-two rates. 
 SIM submitted invoices nos. 2001-0921A ($11,083.47) and 2002-0416 ($3,557.38)
for services rendered during the second year of performance.  These invoices charged for
labor hours, travel, and other expenses, including a charge for training and a charge for a
performance award.  SIM initially submitted these invoices in the month following the period
of performance and resubmitted them in March 2003.  
GSA did not dispute the invoices at the time of submission, but it has not paid these
invoices.  GSA now contends that the invoices are unsigned and charge for services that were
1 SIM asserts that the invoices in the claim are unsigned because they are SIM’s
file copies of the invoices it submitted to GSA in order for GSA to facilitate signature.  

CBCA 1512, 1537 13
not performed.  In particular, as to charges for travel, GSA states that it rejected the invoice
due to lack of supporting documentation and authorization for travel.  SIM responds to
GSA’s allegations, pointing out that with the exception of eight hours charged for the work
of one employee, client representatives signed time sheets supporting the hours charged on
the invoices. 
Task Order 02FG21077 - Benet Laboratories (software maintenance services)    
GSA awarded SIM a time and materials task order for software maintenance services
at Benet Labs, to be performed from October 1, 2000, to September 30, 2001.  As with the
other task orders, SIM submitted invoices for services and expenses on a monthly basis, and
Benet Labs would sign the invoice and then forward it to GSA for payment processing.  GSA
paid SIM under multiple invoices, some signed, some unsigned.  GSA also paid for some
invoices that included travel expenses.  
At issue is invoice no. 2002-0417,2 generated on April 15, 2002, for charges incurred
during the period of performance from March 1, 2002, through March 31, 2002 in the
amount of $34,225.63.  SIM has not been paid for this invoice.  While GSA did not dispute
the invoice at the time of submission, it disputes the invoice now because no client
representative signature appears on the invoice and the invoice does not contain any
supporting documentation. 
Task Order No. 02FG21078 - Benet Laboratories (software engineering support services)
 
In October 2000, GSA awarded a time and materials task order to SIM to provide
software engineering support at Benet Labs.  Using the same procedure as the other Benet
Labs task orders, SIM submitted invoice no. 2002-0412, in the amount of $34,517.86, which
included charges for travel as well as other costs.3  Although GSA did not reject the invoice
at the time it was submitted, GSA has not paid this invoice.  GSA contends that the invoice
did not contain a client representative signature and the supporting documentation did not
provide sufficient documentation to support the amounts claimed. 
2 Initially, SIM’s certified claim sought payment for another invoice under this
task order.  Ultimately, prior to hearing, SIM withdrew invoices under the various task
orders from its claim: invoice nos. 2001-0952, 2001-0624, 2002-0707, 2003-0424,
2002-0503, and 2003-0531.
3 SIM no longer seeks payment for invoice no. 2002-0707. 

CBCA 1512, 1537 14
Task Order #02FG21066 - Benet Laboratories (acquisition support related to weapons
testing)
In August 2000, GSA issued a firm fixed price task order to SIM for acquisition
support related to weapons testing at Benet Labs.  The SOW designated Mr. Marten as the
client representative and Mr. Griffith as the contracting officer’s technical representative for
this task order.  
SIM submitted three progress payment invoices under this task order.  The first
invoice, no. 2000-0823, dated September 22, 2000, sought payment of $60,870.  SIM
submitted two subsequent invoices to GSA, invoice no. 2000-1017 for $105,583.92 for
progress payment two, and invoice no. 2001-0218 for $53,900 for progress payment three. 
The first invoice did not contain a labor certification or client representative signature.  The
second and third invoices did, with the second signed by Mr. Marten and the third signed by
Mr. Griffith. 
Although no client representative signature appears on the invoice for progress
payment one, on June 12, 2002, Mr. Marten confirmed in an email message to SIM that
“Benet Labs has approved payments to SIM of all invoices submitted for the services
performed during their contract period.”  SIM believes that Mr. Marten’s email message
confirms that SIM performed the services charged in the invoice for progress payment one,
and that GSA should pay the amount charged.  GSA contends that the second invoice, dated
February 12, 2001, appears to have Mr. Griffith’s signature certifying the accomplishments
of the tasks.  GSA asserts that Mr. Griffith, a GSA employee, could not sign as a client
representative for the Army.  
 GSA paid SIM as charged for invoices two and three.  GSA did not reject invoice one
at the time, nor did it pay SIM for invoice one. Thus, a charge of $60,870 remains
outstanding on this task order. 
Task Order No. 02WP69001 (services to U.S. Coast Guard)
In November 2000, GSA issued a task order for SIM to provide web-based application
support to the U.S. Coast Guard.  The SOW described the scope of work to be performed
under the task order as providing “for a set of services related to information and engineering
technology (IT) analysis, design, development, test, integration, documentation,
implementation and management services.”  Again, like the SOWs described previously, in
order for SIM to be paid for its services, it was required to ensure that the “invoice package”
was certified by the client representative.  Here, the SOW also stated specifically that: “The
contractor may invoice only for the hours, travel and/or unique services ordered by GSA and

CBCA 1512, 1537 15
actually used in direct support of the client representative’s project.”  However, the SOW did
not require the submission of timesheets, nor did it limit the hours a SIM employee could
work.  
The task order identified James Cash as the client representative for the Coast Guard;
he was later replaced by Commander Brooks Minnick.  Wanda Patterson was the GSA
contracting officer’s technical representative.  Because SIM’s CEO, Ms. Slaey, worked on
site at U.S. Coast Guard headquarters, she would hand deliver SIM’s invoices to the Coast
Guard for signature rather than faxing them to GSA Region 2 to obtain signatures.  GSA paid
SIM for invoices submitted under this procedure up to the July 2001 invoice.  
 
For reasons subject to dispute by the parties, from September 2001 through August
2003, SIM did not submit invoices to GSA.  SIM says that it submitted invoices to the Coast
Guard for signature on a monthly basis, and that the Coast Guard accepted the invoices and
signed the required labor certifications.  With the exception of one invoice (invoice
no. 2003-1029), each invoice was supported by timesheets.  SIM also contends that each
unpaid invoice at issue contained the signature of one of three client representatives, either
Commander Minnick, Ms. Diedrich, or Ms. King.  The final invoice covered close-out costs
as negotiated by the parties.  Commander Minnick approved the final invoice.  
In July 2003, the Coast Guard faxed to GSA copies of all SIM invoices that were
outstanding at that time.  The Coast Guard resubmitted the outstanding invoices to GSA on
October 2, 2003.  Again, these invoices contained signatures from a client representative. 
Later, on December 22, 2003, SIM’s attorney provided to GSA further documentation
supporting SIM’s Coast Guard invoices, including a memorandum documenting the work
performed by SIM under the task order.  At the time of submission, GSA did not reject the
twenty-five outstanding invoices, totaling $538,755.44 in charges.  GSA now asserts that two
of the invoices, specifically the invoice for the September 1, 2001, period of performance and
the “close out” invoice, were not submitted on a timely basis.  GSA does not specifically
address the other outstanding invoices.  
Task Order No. 02FG47058 (services to the GSA Federal Technology Service)
In December 2000, GSA awarded SIM task order no. 02FG47058 for the provision
of computer operations support for GSA.  This task order, a firm fixed price task order of
$115,114, called for the work to be performed from January 2, 2001, through December 31,
2001.   The SOW included a payment provision similar to those detailed above, requiring the
preparation of an invoice package with hours worked as certified by the client representative. 
The SOW designated Floyd Griffith as the client representative at GSA, with Wanda
Patterson identified as the alternate.  SIM invoiced GSA for the work on a monthly basis for

CBCA 1512, 1537 16
progress payments based on estimated labor hours provided in the month covered by the
invoice.  GSA paid SIM for five such progress payments.    
SIM explains that it generated invoice no. 2002-0145 on January 10, 2002, for the
December 2001 progress payment.  When it did not receive payment, it issued a final invoice
on May 8, 2002, which included all outstanding amounts still owing.  The May 8, 2002,
invoice for the firm fixed price of $115,114 applied a credit based upon GSA’s payment of
seven progress payments, which resulted in the final invoice amount of $48,537.60.  
On March 12, 2002, after performance had ended, GSA unilaterally issued
Modification 1, decreasing the value of the task order from $115,144 to $53,985.04.  GSA
also modified the task order by changing it from a firm fixed price order to a time and
materials task order.  GSA requested that SIM continue performance for six weeks on a time
and materials basis.  On February 1, 2002, SIM issued invoice no. 2002-0212 for actual labor
expended from January 1, 2002, through January 31, 2002.  GSA extended the modification
with a period of performance ending February 13, 2002.  Consequently, SIM submitted a
revised invoice 2002-0212 to cover the entire period.  SIM seeks payment of $7,440 for that
invoice.  
While GSA never rejected these invoices at the time of submission, it contends now
that GSA did not sign the invoices as required by the task order.  SIM points out that GSA
failed to explain how it could properly convert the task order from a firm fixed price task
order to a time and materials task order after SIM had completed the work.  SIM has not been
paid for the remaining invoices under this task order. 
Task Order TP0001974 - Procurement Office Support for Federal Telecommunications
Services (FTS), Fort Monmouth
On November 2, 2001, GSA awarded task order TP0001974 to SIM on a time and
materials basis with a period of performance of October 1, 2001, through December 31,
2001, for procurement office support for GSA FTS Region 2 at Fort Monmouth.  GSA later
extended the period of performance through January 31, 2002.  The total amount allocated
to this task order reached $257,275.60 after contract modification.  
GSA did not issue a separate SOW, but instead used GSA Form 300.  Form 300
contained terms and conditions that do not require the submission of an invoice or labor
certification.  SIM contends that, pursuant to GSA’s instructions, it submitted invoices to
GSA Region 2 by fax.  Later, after GSA and SIM engaged in negotiations related to the
invoices, SIM revised labor hours, removed some travel expenses, and submitted revised
invoices.  SIM contends that it has not been paid for revised invoice nos. 2002-0130

CBCA 1512, 1537 17
($65,036.88), 2002-0143 ($55,546.36), and 2002-0211 ($55,234.80).  SIM withdrew invoice
no. 2002-0503 from its claim.  SIM asserts that it supported each invoice with timesheets. 
GSA disputes the accuracy of the invoices, contending that the invoices charged for
work performed outside the contract performance period.  SIM notes that GSA did not reject
the invoices at the time of submission and that the invoices remain unpaid. 
Task Order 02FG47159 - IT Support Services for GSA FTS, Region 2
GSA awarded SIM task order no. 02FG47159 on a time and materials basis for the
provision of IT support services to the GSA FTS in Region 2 for a period of performance
from January 16, 2001, to September 30, 2001.  The contract documents did not contain
invoicing procedures.  
SIM submitted unsigned invoice no. 2001-0621 ($4552) for the period from May 1,
2001, through May 31, 2001, to GSA.  SIM asserts that it followed the procedures as
instructed, sending the invoices to GSA Region 2 by fax.  On December 16, 2009, SIM
submitted to GSA a new version of this invoice, as well as other invoices under this task
order.  SIM acknowledges that it submitted an incorrect version of this invoice, to which it
did not attach timesheets.  However, SIM contends that it submitted a corrected version of
the invoice with its amended claim.  GSA did not dispute the invoice at the time, nor did it
pay SIM for the amount charged.  
Task Order T00001165 - GSA Region 1 Engineering Support4
On September 12, 2001, GS issued task order T00001165 for engineering support
services for GSA’s Region 1 office located in Boston, Massachusetts, for an initial period
of performance of September 20, 2001, to September 30, 2002, and an initial value of
$60,000.  
The SOW did not contain a GSA-drafted invoicing procedure.  It incorporated
language from the Prompt Payment Act, 31 U.S.C. § 3903(a)(1)(B), requiring only the
submission of a proper invoice.  It did not require the submission of a signed labor
certification or signed timesheets.  
4 GSA did not address this task order in its post-hearing brief.  

CBCA 1512, 1537 18
SIM asserts that it performed the task order and submitted monthly invoices
throughout the period of performance.  SIM submitted ten monthly invoices covering the
months of performance from September 2001 through June 2002. 
In June 2002, GSA notified SIM that GSA had changed the ACT number for the
engineering support task.  GSA requested that SIM resubmit the previously submitted
invoices to reflect the new ACT number.   SIM resubmitted the prior invoices, with an “A”
added to the invoice.  For the work performed in July through September, SIM submitted
three more invoices.  
Although GSA did not reject the invoices at the time of submission, GSA failed to pay
SIM $81,483.61 for the thirteen invoices submitted for work performed from September
2001 through September 2002.  
Testimony at trial
Ms. Slaey, the CEO of SIM, testified extensively about the procedures followed by
SIM when it invoiced the Government for work performed. Ms. Slaey testified that on a
monthly basis, SIM would create a packet of invoices for all of the active tasks, which it
would submit to GSA.  GSA would then obtain certifications from the clients and forward
the signed, certified invoices to the payment office. 
Ms. Slaey explained that SIM had a difficult time putting together all necessary
documents to support its claim.  Ms. Slaey testified that in May 2004, the GSA Inspector
General’s office confiscated all of its records, including all personnel records, financial
records, and other documents, as well as twenty-one computers.  SIM subsequently received
copies of some of the records.  Ms. Slaey testified that GSA did not return all of the records
removed or any of the computers, although SIM did receive some replacement drives for
some of the computers.  The documents used to assemble the claim were cobbled together
from these returned records, as well as records obtained through discovery from the various
government agencies for which SIM had performed work under the task orders.  
Over the course of several days of hearing, witnesses testified concerning the work
performed under the task orders.  For example, Shelley Ann Diedrich, an employee of the
Coast Guard, confirmed that during the time period of 2001-2003, SIM performed work
under the task order and submitted timely monthly invoices, some of which she personally
certified.  Ms. Diedrich testified that the Coast Guard had paid GSA for the work performed
by SIM through a military interdepartmental purchase request (MIPR).  Apparently, however,
at some point, a dispute arose regarding funding issues.  As a result of these funding issues,

CBCA 1512, 1537 19
Ms. Diedrich believed that SIM had not received payment from GSA for all invoices
submitted.  
Another witness, Wanda Patterson, a GSA employee, confirmed that at some point
in time, GSA had withheld payment and verbally issued a stop work order on the Coast
Guard project, allegedly because of SIM’s failure to timely submit invoices for work
performed.  However, Ms. Patterson also testified that the record indicated that SIM did in
fact submit invoices, but that the invoices may have been rejected by the system because of
a change in SIM’s Central Contractor Registration (CCR) status.  Ms. Patterson explained
that a change in CCR status would cause the system to reject invoices submitted through the
system, and that change potentially impacted SIM’s ability to submit invoices.  A second
GSA witness, Siobhan Frongillo, also testified that some invoices may have been rejected
due to the use of an incorrect ACP5 number.   
Freddy Sanchez, an environmental engineer working at Picatinny Arsenal, also
confirmed that SIM performed the work as required under task order 02MT21058. 
Mr. Sanchez noted, however, that he recalled late invoices and discrepancies in the hours
billed.  For example, Mr. Sanchez testified as to one invoice overbilling the Government in
the amount of 197 hours for one employee and approximately 90 hours for another. 
Mr. Sanchez stated that he started keeping a spreadsheet for the various hours charged in
order to track the late invoices and the amounts charged.  However, the problematic invoices
did not appear to be the same ones included by SIM in its claim.  
Albert Nebolini testified concerning the Benet Lab task orders.  Mr. Nebolini
confirmed that SIM would send invoices to GSA in New York, which would then send the
invoices to Benet Labs.  Either Larry Martin or Mr. Nebolini would sign the invoices once
the supervisors had confirmed that SIM employees had performed the work.  Once they
signed the invoices, they would fax them back to GSA for payment.  If Mr. Nebolini did not
agree that the invoice accurately documented work performed, he would speak to Leo
Medley6 or Floyd Griffith at GSA.  In any event, Mr. Nebolini would only sign invoices he
believed to be accurate.  Mr. Nebolini certified that the process applied all task orders at
Benet Labs.  He also testified that he approved invoices that included costs for SIM
employees to travel, as well as costs related to SIM employees participating in training.  
5 The witness did not define “ACP” during her testimony.  
6 The record appears to indicate that Mr. Medley worked for SIM directly, but
later transitioned to become a full-time GSA employee.  The record, however, does not
clearly indicate precisely when Mr. Medley left SIM to become a full-time GSA employee. 
 

CBCA 1512, 1537 20
Another GSA official, Jayne Cucetta, testified concerning the steps GSA took in 2008
to evaluate SIM’s certified claim.  Ms. Cucetta explained that, at the request of contracting
officer Fitzgerald Chin, she searched electronically through various databases, although she
did not search the database known as Pegasys because she did not have access to it. 
Ms. Cucetta admitted that the databases searched would not identify unpaid invoices. 
Ms. Cucetta physically searched through a single file closet at GSA headquarters and did not
discover any information regarding the unpaid invoices.  Ms. Cucetta confirmed that she did
not “actively go looking” for documents regarding submission of the SIM invoices.  All
documents that Ms. Cucetta found related to SIM’s certified claim are included in the appeal
file compiled by GSA.  
After reviewing the documents she found at GSA and the documents retrieved from
Coast Guard files, as well as examining the documents provided by SIM to support its claim,
Ms. Cucetta concluded that the invoices did not always accurately reflect the hours billed,
nor did she find sufficient support for amounts claimed for travel and other expenses. 
Ms. Cucetta confirmed that she only reviewed invoices in the course of reviewing SIM’s
certified claim in 2008.  Ms. Cucetta had no responsibility for examining SIM’s invoices that
had been submitted prior to submission of the claim.  In response to a series of questions
concerning the relationship of funding to payment of invoices, Ms. Cucetta expressed doubt
that GSA had properly tracked funding on invoices, and that lack of funding, she said, could
cause invoices to be rejected.  
Finally, David Monahan, a GSA employee who, in 2002, served as a contracting
officer for FTS Region 2, testified that he did not approve of the process in place for paying
invoices submitted by SIM.  Specifically, Mr. Monahan expressed concerns7 about the
issuance of task orders to SIM under the BOA, explaining that he preferred to competitively
issue task orders.  Mr. Monahan implemented a new procedure for payment of invoices.  At
the same time, Mr. Monahan suspended payment of SIM’s invoices on the Coast Guard task
order.  Mr. Monahan testified that it would not matter whether he received information from
the Coast Guard that work had been performed satisfactorily, that the funds had been
properly MIPR’d and accepted by GSA, or that a signed certification from the client
representative accompanied the voucher; in any event, the order suspending payment to SIM
7   Mr. Monahan expressed suspicion that there was inappropriate and potentially
criminal behavior occurring on the SIM contract and indicated that an inspector general
investigation had taken place.  To Mr. Monahan’s understanding, SIM had not been
convicted of criminal activity.   

CBCA 1512, 1537 21
would stand.  Mr. Monahan also stated that he took action to prevent other contracting
officers from paying SIM’s outstanding invoices.
Submission of the Claim and Final Decision
On April 18, 2008, SIM submitted a claim for payment for invoices submitted for
services rendered under task order T00001165.  After SIM submitted invoices for September
2001 through December 2001, GSA modified the task order, identifying it as task order
TP0002864, and provided SIM with a new ACT number.  GSA requested that SIM resubmit
the invoices for November 2001 and December 2001.  On August 13, 2008, SIM received
notice from Fitzgerald Chin, a contracting officer for Region 2, stating:  
Regarding your claim under Task Order number TP0002864, the award of the
task was made by GSA’s New England Region (Region 1).  They are the
cognizant contracting activity and your claim must be filed with the
New England Region.  
Consequently, SIM resubmitted its claim on October 28, 2008, to Region 1.  The claim
contained a certification signed by Ms. Slaey, the CEO of SIM.  The claim sought payment
of thirteen invoices submitted during the period of performance of September 2001 through
September 2002, for a total of $81,483.61.   After receiving no contracting officer decision
on this claim, SIM filed an appeal at this Board on a deemed denial basis.  The appeal was 
docketed as CBCA 1537.  SIM seeks payment for these unpaid invoices and interest pursuant
to the Prompt Payment Act, as well as CDA interest.  
On April 18, 2008, SIM submitted a claim for forty-five unpaid invoices for work
performed for the U.S. Coast Guard, the U.S. Army at Benet Labs, Watervliet Arsenal, and
the U.S. Army at Picatinny Arsenal and support work to GSA Region 2 at Fort Monmouth,
Puerto Rico, and other GSA sites, docketed as CBCA 1512.  SIM asserts that GSA received
these invoices no later than October 2003 and did not reject them at the time.  SIM initially
sought payment of $1,038,829.74, as well as interest under the Prompt Payment Act and the
CDA.8
8 As noted previously, the total amount of the claim changed when SIM
withdrew several invoices from its claim and revised other invoices.  

CBCA 1512, 1537 22
Discussion
SIM contends that it did not get paid for work performed, despite having submitted
invoices for payment with adequate supporting documents.  GSA disagrees, contending that
SIM failed to submit timely, accurate, and complete invoices as required by the terms of the
various task orders.  After reviewing all of the evidence presented, including an extensive
appeal file, transcripts from six days of testimony, and voluminous post-trial briefings, we
conclude that the preponderance of the evidence supports SIM’s claims for payment of the
unpaid invoices. 
When a contractor seeks payment for unpaid invoices, it must prove “that it delivered
the [services] in accordance with the contract requirements, that it properly and timely
submitted invoices for those services, and that such invoices remained unpaid by the
Government.”  Ahmed S. Zhickrulla, ASBCA 52137, 03-2 BCA ¶ 32,409, at 160,420.  The
contractor must prove each element by a preponderance of the evidence.  See Commercial
Contractors, Inc. v. United States, 154 F.3d 1357, 1362 (Fed. Cir. 1998).  “Preponderance
of the evidence” means “proof by information that, compared by that opposing it, leads to
the conclusion that the fact at issue is more probably true than not.”  48 CFR 2.101.  We have
held that “a party asserting a claim has met its burden of proof by presenting corroborating
evidence in support of that claim.”  Navigant Satotravel v. General Services Administration,
CBCA 449, 11-1 BCA ¶ 34,765, at 171,103.  
In this case, SIM established through documents and testimony that (1) SIM
completed the work ordered under each of the task orders discussed above, (2) SIM properly
and timely sent invoices to GSA for work completed under each, and (3) the invoices have 
not been paid.  Thus, SIM has established its prima facie case to support its claim.  See, e.g.,
Reliable Contracting Group, LLC v. Department of Veterans Affairs, CBCA 1539, 11-2 BCA
¶ 34,882 (agency failed to meet burden of proof to rebut the reasonableness of invoices
submitted by contractor).  
GSA has failed to provide compelling evidence to rebut SIM’s prima facie case.  First,
on the issue of whether SIM completed the work ordered, government witnesses at trial
testified that SIM had accomplished the work as ordered.  The fact that SIM completed the
work is evidenced by the fact that, as required, when SIM would submit invoices, a client
representative would sign either the invoice itself and/or the timesheets, and these documents
would be forwarded to GSA for payment.  For the Coast Guard task orders – the bulk of
unpaid task orders – witnesses testified and documents confirmed the effort made by the
Coast Guard representatives, on multiple occasions, to provide GSA with the verifications
necessary to ensure that SIM received payment for its work.  

CBCA 1512, 1537 23
Second, the record shows that SIM properly and timely sent invoices to GSA. 
Although GSA argues that SIM delayed in submitting invoices, the evidence is to the
contrary.  At trial, it became clear that in some cases, SIM had submitted invoices, but due
to a change in various codes assigned to the task orders, SIM was then required to resubmit
invoices.  Apparently some invoices were returned due to the change in SIM’s CCR status,
and SIM was then required to resubmit those invoices.  For other invoices, GSA’s own
witness Mr. Monahan testified that he ordered GSA to stop processing SIM’s invoices,
despite the fact that the invoices complied with all requirements, including containing a valid
client representative certification and supporting documents.  
In any event, while SIM may have delayed submitting some invoices, the fact remains
that by 2003 GSA had received, from SIM and from the Coast Guard, all of the unpaid
invoices remaining on the Coast Guard task order.  Even though SIM had resubmitted these
unpaid invoices with the supporting documents, and the Coast Guard independently
submitted a memorandum documenting the unpaid invoices and the supporting documents,
GSA took no action on the invoices.  There is no dispute that these outstanding invoices have
not been paid.  
We find that GSA failed to sufficiently rebut the evidence appellant submitted
regarding the invoices.  GSA’s assertions that SIM failed to provide adequate supporting
documents for the invoices do not explain GSA’s inconsistent actions.  GSA never explained
why it paid some invoices and did not pay others, even though the unpaid invoices had the
same supporting documentation.  SIM has met its burden of proof because it presented
adequate corroboration of its claim through the client representative’s statements. See
Navigant Satotravel.  Therefore, SIM is entitled to payment of the subject invoices. 
Prompt Payment Act
Once the contractor proves by a preponderance of the evidence that it submitted
invoices to the Government, the Government must comply with the Prompt Payment Act
(PPA), 31 U.S.C. § 3903 (2006).  The PPA generally provides that an agency must make
payment within thirty days after a proper invoice for the amount due is received.  Delta Air
Lines, Inc. v. General Services Administration, CBCA 1306, 09-1 BCA ¶ 34,052, at 168,407. 
If the agency finds that the invoice does not comply with contract requirements, it must
return the invoice within seven days after the designated billing office received it, with a
statement of the reasons why it is not a proper invoice.  § 3903(a)(7)(B). 
We find no evidence that GSA rejected any of the invoices submitted by SIM, or
returned any invoice with a statement as to why it was not a proper invoice.  Instead, it
appears that GSA took no action on the invoices.  Under the PPA, because GSA did not make

CBCA 1512, 1537 24
payment by the required payment date, it must pay the contractor not only the principal
amount due, but also an interest penalty.  § 3902(a).  PPA interest begins to run on the date
after the required payment date; it ceases to run when the first of the following events occurs:
payment is made, a claim for interest is filed under the Contract Disputes Act, or one year
passes from the required payment date.  §§ 3902(a)(b), 3907(b).  We find that SIM is entitled
to be paid interest for the unpaid invoices calculated in accordance with the Prompt Payment
Act. 
GSA Affirmative Defenses
As GSA asserts, the CDA required SIM to submit its claim to the contracting officer
for final decision within six years of claim accrual.  41 U.S.C. § 7103(a)(4)(a)
(Supp. IV 2011).  SIM sent initial invoices to GSA between 2000 and 2002.  GSA then
requested that SIM resubmit its invoices in 2003.  Because the time between 2003 (when
SIM resubmitted its invoices at GSA’s request) and April 18, 2008 (when SIM filed its
certified claim with the contracting officer) did not exceed six years, the statute of limitations
does not bar any of SIM’s claims. 
GSA asserts a second affirmative defense – the doctrine of laches.  The argument is
sparse – GSA contends that “the above record demonstrates SIM [sic] lack of excusable
delay in submitting its claim.”
This Board defines laches as the “neglect or delay in bringing suit to remedy an
alleged wrong, which taken together with lapse of time and other circumstances, causes
prejudice to the adverse party and operates as an equitable bar.”  Marut Testing & Inspection
Services, Inc. v. General Services Administration, CBCA 1325, 11-1 BCA ¶ 34,673, at
170,808 (citing A.C. Aukerman Co. v. R.L. Chaides Construction Co., 960 F.2d 1020,
1028-29 (Fed. Cir. 1992) (en banc)).  Therefore, two elements must be proven in order to
establish laches: (1) unreasonable, unexcused delay by the claimant and (2) prejudice to the
respondent.  See id.
Here, although GSA asserts laches, it has failed to prove the two elements necessary
to establish that laches should apply.  Without more, the affirmative defense cannot stand. 
Decision
We GRANT the appeals and find that SIM is entitled to be paid for the unpaid
invoices, a total sum of $1,058,722.23.  In addition, SIM is entitled to be paid interest as
calculated under the Prompt Payment Act on each invoice in question from the thirty-first day
after that invoice was received until the first of the following events occurred:  payment was

CBCA 1512, 1537 25
made, SIM’s certified CDA claim was filed, or one year passed from the date on which
interest began to run.  SIM is also entitled to be paid interest as calculated under the CDA
from the date on which the contracting officer received each of SIM’s certified claims until
the date of payment.  
___________________________
JERI KAYLENE SOMERS
Board Judge
We concur:
____________________________ ___________________________
ANTHONY S. BORWICK ALLAN H. GOODMAN
Board Judge Board Judge