DENIED: March 28, 2012 
CBCA 1558 
CDA, INC., 
Appellant, 
v. 
SOCIAL SECURITY ADMINISTRATION, 
Respondent. 
Edward Dixon, Shreveport, LA, counsel for Appellant. 
Dorothy M. Guy, Office of the General Counsel, Social Security Administration, 
Baltimore, MD, counsel for Respondent. 
Before Board Judges GOODMAN , STEEL , and KULLBERG . 
STEEL , Board Judge. 
This appeal involves a commercial items contract for armed guard services at a Social 
Security Administration (SSA) facility. The contract was terminated for cause pursuant to 
Federal Acquisition Regulation (FAR) 52.212-4(m). 48 CFR 52.212-4(m) (2008). SSA 
submits that its termination for cause should be upheld and excess reprocurement costs 
awarded. Appellant CDA, Inc. (CDA), argues that SSA has not met its burden of 
establishing a prima facie case based on undisputable evidence to support its termination for 
cause decision. Following a hearing and review of post-hearing briefs, the appeal is denied. 

 
  
           
               
           
               
                 
                
                
           
             
 
       
              
              
         
             
              
             
               
   
                
                
                  
             
          
            
          
         
           
       
              
         
2 CBCA 1558 
Findings of Fact 
On December 1, 2008, through its contracting officer (CO) Deborah Wilson, SSA 
notified appellant CDA by email that it had been selected for award of a contract, number 
SS00-09-60006, to provide armed security guards for SSA’s Durham Support Center (DSC). 
While the actual award would be delayed because a bid protest had been filed, Ms. Wilson 
wanted to give CDA as much of a head start on the requirements of the contract as possible, 
since the support center was a new SSA computer facility, set to open for business in mid-
January 2009. On the same date, CDA replied that it was “fully prepared to begin fulfilling 
its service obligation.” However, according to testimony from CDA’s Vice President Darryl 
Dates, CDA did no preparation work between December 1 and December 17, when the 
contract award was made to CDA, except to investigate what was required for securing the 
North Carolina Private Protective Services Board (NCPPSB) license. 
The contract was formally signed by Mr. Dates on December 17, 2008, and SSA CO 
Donald Wadhams signed the contract on December 18, 2008. The initial contract to CDA 
was in the amount of $1,424,702.89 for the base year. 
Also on December 18, 2008, CDA’s Mr. Dates agreed to a modification to the 
contract, Mod #1, which changed the base period of performance, including the length of the 
initial phase-in period, and postponed until January 18, 2009 the date on which qualified 
guards were to commence work. CDA did not object to this modification, which it signed 
and returned to SSA without raising any questions or concerns about the shortened period. 
As a result of the contract award and Mod #1, CDA had thirty days to perform a 
number of items in the contract in preparation for opening day, when it was to provide at 
least nine qualified armed guards for the security of the new DSC. In order to be ready to 
provide the qualified guards, CDA had to hire persons who met the contract’s educational, 
physical, and security requirements; submit their background information to SSA for 
1suitability clearances (which required a fifteen-day lead time) ; arrange for physical and drug
testing of the candidates; provide extensive guard duty, weapons, and cardiopulmonary 
rescusitation (CPR) training; arrange for purchase of weapons, providing detailed 
1 The submission of paperwork for a suitability clearance requires that the 
contractor submit employee-completed forms providing background employment information 
and fingerprint cards so that the forms can be forwarded to SSA’s Center for Personnel 
Security and Project Management (CPSPM) to complete required security background 
checks. 

 
          
              
    
            
              
                
         
        
  
           
             
         
              
           
      
            
           
   
             
             
       
             
              
              
               
              
             
                
               
                 
             
            
3 CBCA 1558 
information to SSA thereon; and secure North Carolina and Federal Communications 
Commission (FCC) licenses to arm the guards and operate the guard posts, all before the 
Janaury 18 start date. 
After the contract and modification were signed, there was discussion about when the 
first post-award meeting would be held. Mr. Dates apparently suggested that the meeting be 
held on January 9, 2009. On December 24, 2008, Mr. Wadhams sent an email message to 
Mr. Dates and contracting officer’s technical representative (COTR) David Saunders 
expressing concern that the post-award meeting would not be held until January 9.  He also 
pointed out that: 
Suitability clearances take 15 days, which means that the paperwork will need 
to be submitted by January 2 [for the nine guards needed by January 18]. 
Training will probably need to begin about the same time. 
By January 24 you will need to have an additional nine or ten guards, [sic] 
hired, trained, equipped and cleared. Suitability paperwork for those will need 
to be submitted by January 9. 
The remaining guard force will need to be hired, trained, equipped and cleared 
by Friday, January 30, which means suitability paperwork will need to be 
submitted by January 15. 
Bottom line is that by January 9 you will have already either succeeded or 
failed. 
In fact, a formal post-award meeting, finally scheduled for January 15, was never held 
because CDA’s contract was terminated on the fourteenth. 
CDA notified SSA by email on December 30, 2008, that the first suitability packages 
would be submitted by January 2, 2009. By email on December 30, COTR Keith Cloud 
(standing in for Mr. Saunders, who was on emergency family leave) offered his help and 
asked to “discuss the suitability clearance process” as soon as possible. On January 2, he 
required that the suitability packages be sent to Nancy Hindes in SSA’s Office of Protective 
Security Services so she could check for errors before the packages were submitted to 
CPSPM for clearance. On January 5, CO Wilson learned that no packages had yet been sent. 
On January 6, Mr. Dates told Mr. Saunders that CDA would send the packages overnight and 
that they would be received on January 8. When they did not arrive on January 8, COTR 
Saunders inquired and learned that CDA had not sent them, as “some corrections” were 
necessary. When they had still not arrived on January 9, CDA gave SSA a Federal Express 

 
               
               
           
              
               
              
              
                
 
            
           
            
             
               
             
         
              
          
              
            
          
             
            
               
           
          
               
         
           
           
   
                
               
     
4 CBCA 1558 
(FedEx) tracking number so the agency could check the status of the delivery. SSA followed 
up with FedEx and learned that the packages had actually not yet been provided to FedEx. 
On January 5, 2009, CDA contacted Ultimate Staffing Services (USS) in North 
Carolina to assist in recruiting guards for the contract. USS’ Lorrie Andrews was pleased 
to do the staffing because her husband is a captain for the Elon, North Carolina, police 
department and works with security guard firms to do arms training for armed and unarmed 
guards. CDA later represented to SSA that Captain Andrews would be providing the security 
training for the guards, but Ms. Andrews testified that she was not aware of any training that 
he did for CDA.  She further did not observe any training for CDA guards.  Whether or not 
CDA’s associate Fred Meyers was providing training to prospective guards, as of January 
13 that training had not been submitted to, or approved by, SSA. 
Ms. Andrews intended to look particularly for guards who were already certified as 
armed guards in North Carolina. She phone-screened candidates and attempted to secure the 
suitability information required by the contract. Candidates came to her office to fill out the 
suitability forms. Fingerprinting was also done in her office, using the official fingerprint 
cards provided by CDA to USS on January 12.
2 
On January 9, CDA finally sent by facsimile the first set of suitability packages for 
candidates recruited by CDA’s management consultant Alan Rousseau and trainer Fred 
Meyers for initial review by SSA. When the agency reviewed these packages, several glaring 
problems and omissions were apparent. First, several applicants had not completed high 
school or secured a General Educational Development (GED) equivalency degree, as 
required under the contract. Further, the applications were replete with errors such as 
missing or incomplete addresses, telephone numbers, work histories, and other information. 
Because of the obvious errors, although it is not normal practice, SSA agreed to do “quick 
checks” on submitted suitability paperwork, to determine if there were readily identifiable 
deficiencies that would automatically disqualify an applicant from employment on a 
government contract. In addition, SSA allowed CDA to use the standard form 85, a simpler 
form than the contract-required standard form 85P, for its submissions. 
SSA also learned that no suitability packages for previously trained law enforcement 
officers had been prepared because CDA erroneously believed these personnel did not 
2 CDA argued that it was delayed in performing the contract because SSA was 
late delivering fingerprint cards to CDA. While the delivery was delayed two or three days, 
the cards were ultimately delivered to CDA on December 31, 2008, nearly two weeks before 
CDA got those cards to USS. 

 
             
        
            
             
           
             
          
           
          
               
           
              
          
               
               
              
               
              
              
              
              
              
        
           
          
            
                 
        
              
            
            
              
             
5 CBCA 1558 
require suitability packages. CDA informed SSA that it would send suitability packages for 
these personnel to SSA on January 12, 2009. 
SSA was so concerned about CDA’s progress with the suitability submissions that on 
January 12, 2009, Ms. Hindes from SSA’s Office of Protective Security Services traveled to 
Durham, North Carolina, to meet with COTR Saunders and CDA representative Alan 
Rousseau to review the packages. CDA provided five suitability packages, none of which 
were acceptable since they contained incorrect information, were missing pages, were 
missing dates, had incomplete addresses, and were submitted without any fingerprint cards. 
On January 13, CDA was still having problems submitting properly executed 
suitability paperwork to SSA. Ms. Hindes met again with CDA personnel to review the prior 
day’s packages, but those packages were still missing information, or contained erroneous 
or incomplete information. SSA also performed quick checks on the five applicants, and one 
quick check was unfavorable because the applicant had previous felony convictions. 
The initial set of seven candidates Ms. Andrews recruited came to her office to fill out 
the paperwork, and the documents they prepared were sent on to SSA from her office on 
January 13. USS’ second set of seven candidates filled out their paperwork, and their 
documentation was sent to SSA on January 19, 2009 (five days after the contract had been 
terminated). 
Also on the afternoon of January 13, 2009, five days before opening day, a conference 
call was held between SSA and CDA personnel, including at least Mr. Wadhams, Mr. Cloud, 
and Mr. Dates. SSA expressed its many concerns, including how many guards had been 
hired so far, the incomplete and inaccurate suitability packages, and the status of the training. 
When CDA was unable to answer virtually any question asked or to satisfy SSA’s many 
concerns, Mr. Wadhams asked that Mr. Cloud send an email message requesting that CDA 
provide all the required deliverables, such as suitability packages and copies of the training 
plans and training completion reports, drug testing and medical exam results, Federal 
Communications Commission (FCC) radio licenses and NCPPSB licenses to operate a 
security guard business, and firearm information. The email message requested that CDA 
submit the documents listed by close of business that same day. At the end of the call, 
Mr. Wadhams stated that this was CDA’s final opportunity to perform prior to termination. 
CDA responded with its documentation by email on January 14 at 4:06 a.m. 
Mr. Cloud and Mr. Wadhams reviewed the documents attached to the email message. 
CDA provided some information about when it planned to perform the medical examinations 
and drug testing, and complete the suitability packages, and stated when it planned to provide 
training. CDA also submitted the applications for NCPPSB and FCC licenses, and proposed 

 
             
               
             
               
 
           
             
              
    
    
           
          
                
             
 
               
                
            
          
             
                
               
             
                
          
             
      
             
            
              
             
     
       
    
6 CBCA 1558 
a solution (unacceptable to SSA) for its unlicensed status -- working through another security 
firm in the state. After discussing the submission, Mr. Cloud and Mr. Wadhams agreed that 
the documents did not meet the contract requirements, and concluded that it would be 
impossible for CDA to provide the proper number of armed guards for opening day four days 
later. 
Therefore, on January 14, Mr. Wadhams electronically sent a letter indicating that 
SSA was terminating the contract for cause (the commercial items equivalent to a termination 
for default) because CDA had failed to make adequate progress to complete any of the 
contract tasks required in the phase-in period. The letter stated that CDA had failed to hire 
sufficient personnel, prove that it had developed or submitted any physical fitness training, 
submit complete and accurate suitability clearance requests, complete guard training for any 
3employees , certify trainers, supply FCC or NCPPSB licenses, and provide model 
information on the firearms intended for the guards’ use. SSA also notified CDA of its intent 
to acquire the services of another contractor and charge CDA with any excess reprocurement 
costs. 
Also on January 14, SSA determined that the best way to cover the guard posts by 
January 18 was to modify an existing SSA contract. Thus, on January 15, 2009, it negotiated 
the modification of an existing contract for armed security guard services with Paragon 
Systems (Paragon) to bridge the time it would take to reprocure the guard services.  Due to 
time constraints, SSA allowed Paragon to provide two unarmed guards for an initial ten-day 
period, instead of two of the armed guards that were required under the CDA contract. Other 
than this minor change, the Paragon bridge contract called for the same services as the CDA 
contract through March 15, 2009. SSA reports that the two-month modification of Paragon’s 
contract resulted in a cost of $273,870.94. Paragon was selected because it met all of the 
licensing, training and suitability requirements and could immediately move guards, who 
were already qualified in North Carolina, from another location under contract to SSA, into 
place by opening day on January 18. 
Since the solicitation had been recent, SSA selected the contractor with the next best 
offered price to CDA’s under the original solicitation. A replacement contract was 
3 In fact, CDA had admitted that it would be unable to complete any training by 
January 18 and had requested a waiver of the training requirements, despite the clear 
direction in the contract that: 
THERE WILL BE NO WAIVERS OF ANY TRAINING 
REQUIREMENTS SPECIFIED IN THIS CONTRACT. 

 
           
                
             
             
            
               
              
 
  
            
                 
                
        
              
          
   
                
             
          
       
               
             
           
            
     
            
           
            
            
         
    
7 CBCA 1558 
subsequently awarded to Basic Contracting Services, Inc. (BCSI) to provide guard services 
at the DSC starting in March 2009. Since the replacement contract was based on the same 
solicitation which resulted in the CDA contract, the two contracts contained identical terms. 
Over the life of the contract, assuming that BCSI will complete the entire contract, 
including the option years, SSA expects that its excess reprocurement costs will total 
$775,633.06 . SSA has shown that through the base and first option year, it actually incurred 
excess reprocurement costs in the amount of $172,006.82. CDA has not disputed the figures 
reported. 
Discussion 
Termination for Cause 
The question presented in this appeal is whether SSA properly terminated CDA for 
cause. A termination for cause is the equivalent of a termination for default, so we apply the 
same legal standards to both types of cases. SSA must prove by a preponderance of the 
evidence that the termination for cause was proper.  If SSA presents a prima facie case that 
the termination was proper, the burden shifts to CDA to rebut SSA’s case. Integrated 
Systems Group, Inc. v. Social Security Administration , GSBCA 14054-SSA, 98-2 BCA 
¶ 29,848, at 147,735. 
SSA has met its burden to show that the termination was proper. CDA failed to meet 
numerous schedules and reported that it would be unable to meet other requirements timely. 
SSA was more than justified in terminating CDA. For example: 
– Contract Clause C-3.6(g) required that CDA submit complete and accurate 
suitability forms “at least 15 days prior to the date work is to begin,” which for 
the start date of January 18 required submissions for at least nine guards by 
January 3, 2009. Despite SSA’s time flexibility and on-hand assistance with 
the forms, only two forms out of thirty submitted prior to termination were 
acceptable for submission to the CPSPM.
4 
– Section B-7(i) of the Statement of Work (SOW) required that CDA’s guard 
employee training plan be submitted to the COTR fifteen calendar days after 
4 This alone would be sufficient grounds to terminate the contract for cause, per 
contract provision C-3.6(i): “If SSA determines that the number or percentage of unfavorable 
determinations make successful contract performance unlikely, SSA may terminate the 
contract for cause or default.” 

 
                
           
         
       
             
              
            
          
 
           
            
     
            
            
          
            
            
               
             
        
              
            
              
              
              
              
             
             
       
            
            
       
             
8 CBCA 1558 
the date of the award of the contract, or by January 3, 2009. No training plan, 
even an unacceptable plan, was submitted until January 14, 2009. 
– CDA never provided the supervisory instruction-training plan due January 
3, 2009, as required by SOW section B-7(j). 
– The training plan submitted on January 14 did not cover all training required 
by the contract, and the training it did propose was not to be completed until 
January 22, four days after the date the guards were to commence duty, 
although the contract required that training be completed before any guard 
stood post. 
– CDA failed to complete physical fitness and drug testing required under 
SOW section B-3(d)(2), and did not anticipate doing so until after the guard 
training it planned for January 22. 
– Section B-8(b) of the SOW required that the contractor possess FCC and 
NCPPSB licenses to be delivered to the SSA upon contract award. The 
licenses were not provided prior to termination, much less upon award. 
SSA CO Wadhams had a reasonable belief that there was no reasonable likelihood 
that the contractor could remedy these errors within the time remaining before guards 
assumed their posts. A termination for default will be upheld where a demonstrated lack of 
diligence indicates that the Government could not be assured of timely completion. Global 
Construction, Inc . v. Department of Veterans Affairs , CBCA 1198, 10-1 BCA ¶ 34,363, at 
169,699, citing Lisbon Contractors, Inc . v. United States , 828 F.2d 759, 765 (Fed. Cir. 1987). 
SSA was entirely justified in its decision to terminate CDA’s contract for cause. 
CDA argues that nonetheless SSA was required to issue a cure notice prior to issuing 
a termination for cause. The contract clause on which CDA relies is FAR 12.403(c)(1), 
which requires the issuance of a cure notice prior to termination for cause “unless such 
termination is for late delivery.” CDA apparently bases its argument on the fact that 
Ms. Wilson stated in deposition testimony that the basis for the termination was “non­
performance” rather than late delivery, and that therefore, CDA argues, issuance of a cure 
or show cause notice was required. 
The non-performance resulted from late delivery, however. Thus, SSA had no legal 
obligation to issue a cure notice. Business Management Research Associates v. General 
Services Administration , CBCA 464, 07-1 BCA ¶ 33,486, at 165,991.  CDA did not timely 
submit any of the training plans or other deliverables it was contractually obligated to 

 
            
             
                  
            
            
 
           
              
             
      
            
              
           
            
             
       
         
               
               
               
              
            
     
             
       
        
               
            
             
           
           
              
                
9 CBCA 1558 
provide, much less complete any phase I requirements. According to the regulations 
governing the contract between the parties, because CDA failed to deliver its services on 
time, SSA was not obligated to provide CDA with a cure notice. Thus, a cure notice was not 
a legal prerequisite to the termination of CDA’s performance of the contract. Geo-Marine, 
Inc. v. General Services Administration , GSBCA 16247, 05-2 BCA ¶ 33,048, at 163,830. 
Reprocurement Costs 
Since SSA properly terminated CDA’s contract for cause, it is entitled to receive its 
costs to reprocure the guard services that CDA had agreed to provide. FAR 12.403(c)(2) 
instructs the Government to acquire similar items from another contractor and to charge the 
defaulted contractor with any excess reprocurement costs. 
In order to recover reprocurement costs, the Government must prove that: (1) the 
reprocured supplies or services are the same as or similar to those involved in the 
termination; (2) the Government actually incurred excess costs; and (3) the Government 
acted reasonably to minimize excess costs. National Printing and Copying , VABCA 7211, 
06-1 BCA ¶ 33,183, at 164,471, citing Cascade Pacific International v. United States , 773 
F.2d 287, 293 (Fed. Cir. 1985). 
Here, similar services were procured. The temporary reprocurement contract 
modification awarded to Paragon was different from CDA’s only in that for the first ten days 
of the bridge contract, the guards did not need be armed. In addition, the reprocurement 
contract with BCSI was procured under the same solicitation and is the same in nearly all 
respects as the CDA contract. SSA seeks excess reprocurement costs based on the initial 
contracts, without regard to later modifications to the BCSI contract increasing costs for 
items such as increased wage rates. 
In a similar case, the General Services Board of Contract Appeals held that the 
Government’s contracting officers acted reasonably in reprocuring services: 
When GSA’s contracting officials terminated Old Dominion’s contract for 
default, they had a clear idea of what they needed to do: take quick action to 
secure guard services for the facilities in question so as to avoid safety 
problems for Government employees and visitors there. . . . The officials also 
had a reasonable plan for achieving this objective: extend the existing Tatt 
contract covering those services for a month and conduct a procurement that 
would lead, within a short period of time, to award of a contract that would 
include the remainder of the base period of the defaulted contract. . . . We find 

 
            
       
            
         
              
 
              
                
              
   
            
               
            
 
                           
                                                  
                        
                                           
                     
                     
                     
                    
          
            
              
               
              
    
                  
     
     
             
10 CBCA 1558 
the initial actions taken in furtherance of this plan to be reasonable, and 
therefore approve two elements of the agency’s claim. 
Old Dominion Security, Inc. , GSBCA 9126, 90-2 BCA ¶ 22,745 at 114,165. 
Further, the Government proved at the hearing that the costs it seeks, at least for the 
base year and option year 1, were actually incurred, satisfying the second test in Cascade 
Pacific International . 
Finally, in order to recover, SSA must have acted reasonably to minimize costs. As 
in Old Dominion , it was reasonable of the SSA CO to select BCSI, the next highest bidder 
in the recent solicitation. Thus, SSA has satisfied the three elements for award of 
reprocurement costs. 
SSA provided testimony that the total amount of excess reprocurement costs over the 
life of the CDA contract would be $755,633.06, if SSA exercises its options to continue the 
contract through all option years. SSA’s expected expenditures in comparison with CDA’s 
contract follow: 
Year CDA initial BCSI initial Paragon bridge Excess repro­
_____ contract contract contract curement costs 
Base/phase 1 $1,372,608.00 $1,063,746.20 $273,870.94 -$34,991.74 
Option Year 1 $1,572,490.64 $1,779,489.20 $206,998.56 
Option Year 2 $1,578,665.52 $1,779,489.20 $200,823.68 
Option Year 3 $1,589,450.36 $1,784,349.20 $194,898.84 
Option Year 4 $1,591,585.48 $1,779,489.20 $187,903.72 
Total Contract: $7,704,800.88 $8,186,563.00 $273,870.94 $755,633.06 
The Government may generally recover excess reprocurement costs for the entire 
reprocurement period, including option years, of the follow-on contractor, as long as the 
original contractor had agreed to perform for that duration, as CDA has here. Lewis 
Management & Service Co., ASBCA 24802, et al., 85-3 BCA ¶ 18,416 , at 92,467. However, 
the Government is not entitled to assess excess procurement costs for an option year until 
performance for that year is complete and final payment has been made. National Medical 
Staffing, Inc. , ASBCA 45046, et al. , 96-2 BCA ¶ 28,483, at 142,259. As of the date of the 
hearing, only Option Year 1 had been completed.  Therefore, the Government is entitled to 
$172,006.82 ($206,998.56 - $34,991.74) for the excess costs of reprocuring guard services 
from the base year through the last pre-hearing fully-completed option year (Option Year 1). 

 
              
           
              
   
   
                                                     
  
 
 
                                                                                                  
    
  
11 CBCA 1558 
When a premature assessment is made and litigated, the appeal will be sustained, but left 
open for a further contracting officer’s decision. American Photographic Industries, Inc. , 
ASBCA 29272, et al., 90-1 BCA ¶ 22,491 at 112,894 (1989), aff’d on reconsideration , 90-2 
BCA ¶ 22,728. 
Decision 
The appeal is DENIED . 
CANDIDA S. STEEL 
Board Judge 
We concur: 
ALLAN H. GOODMAN H. CHUCK KULLBERG 
Board Judge Board Judge