DISMISSED: March 6, 2012 
CBCA 2686 
BANNUM, INC., 
Appellant, 
v. 
DEPARTMENT OF JUSTICE, 
Respondent. 
Joseph A. Camardo, Jr., of Camardo Law Firm, P.C., Auburn, NY, counsel for 
Appellant. 
William D. Robinson, Christine M. Ciccotti, and Seth M. Bogin, Office of  General 
Counsel, Federal Bureau of Prisons, Department of Justice, Washington, DC, counsel for 
Respondent. 
Before Board Judges BORWICK , GOODMAN, and WALTERS. 
WALTERS, Board Judge. 
Respondent, the Department of Justice, Bureau of Prisons (BOP), moves to dismiss 
this appeal, arguing that appellant’s claim was time barred by the six-year statute of 
limitations set forth in the Contract Disputes Act (CDA), 41 U.S.C.A. 7103(a)(4)(A) (West 
Supp. 2011). Appellant, Bannum, Inc. (Bannum), opposes this motion. For the reasons 
explained below, the Board grants the motion. 
Background 
The instant appeal, filed December 30, 2011, involves contract no. J200c-533, a BOP 
contract awarded to Bannum in 2001 for the provision of comprehensive sanctions center 
services for male and female federal offenders in Orlando, Florida. Bannum claims damages 

       
      
      
       
        
     
      
         
       
     
   
      
       
 
     
      
      
         
     
        
      
    
   
      
     
      
       
     
      
 
  
      
        
      
2 CBCA 2686 
that it allegedly sustained by reason of improper actions of a BOP employee, Ms. Callie Farr, 
who had been assigned as the contracting officer’s technical representative (COTR). As 
COTR, Ms. Farr had responsibilities, on behalf of the BOP contracting officer, for the 
administration and oversight of the contract and for inspection of Bannum’s work. To 
perform the contract, Bannum had entered into a lease with Christian Prison Ministries, Inc. 
(CPM) for the use of certain property and facilities.  
The claim that gave rise to the instant appeal was submitted to the BOP contracting 
officer in August 2011. In that claim, Bannum alleged that Ms. Farr, “almost from the 
inception of the contract,” “engaged in a course of conduct to rid Bannum of its Government 
contract and drive Bannum out of Orlando.”  More specifically, Bannum alleged: 
Ms. Farr communicated directly with CPM, and forced Bannum to make 
improvements to the leased premises. Ms. Farr performed an unreasonable 
amount of inspections of Bannum’s facility. Ms. Farr’s numerous inspections of 
Bannum’s facility were overzealous, causing Bannum to expend substantial 
amounts of time and effort in defending itself and making further improvements 
to the facility.  Many of the accusations and charges that Ms. Farr made turned 
out to be frivolous, but only after Bannum incurred tremendous amounts of time 
and effort investigating and responding to her charges. Ms. Farr’s conduct even 
rose to the level of managing the day-to-day affairs of Bannum, such as getting 
involved in the hiring and firing of Bannum employees, and directed Bannum’s 
operation of the center in direct conflict with Bannum’s directions. Ms. Farr 
directed [Bannum] employees to report to her and not to Bannum. Ms. Farr 
caused many Bannum staff members to quit, making Bannum’s performance of 
its contract extremely difficult and expensive. Ms. Farr’s actions impacted, 
changed, disrupted, and delayed Bannum’s performance of the subject contract, 
resulting in Bannum incurring additional costs over and above the scope of the 
subject contract.    
These instances of alleged misconduct by Ms. Farr appear to have occurred from 
some time in 2002 through November 2004 and were the subject of a lengthy, detailed 
grievance ultimately lodged byBannum’s corporate counsel with BOP on December 9, 2004 
(further supplemented later in December 2004 and in January 2005), and of a BOP Office 
of Internal Affairs (OIA) investigation that was completed in March 2006. After Ms. Farr 
resigned from her position in November 2005, Bannum relates, it received from BOP, for 
the very first time since contract inception, a “no-deficiency” monitoring report, thus 
purportedly underscoring for Bannum the unfairness of Ms. Farr’s previous inspections. For 
some unexplained reason, Bannum did not file a claim with the BOP contracting officer 
under the CDA at that stage, though it was clearly aware that Ms. Farr had engaged in what 

       
   
    
      
         
      
       
      
       
   
       
     
        
      
    
        
    
     
    
        
     
        
     
   
       
      
         
     
        
        
    
3 CBCA 2686 
it considered to have been inappropriate activities that had impacted it adversely in its 
performance of the contract.  
Bannum and CPM, throughout the course of contract performance, were at odds 
about how the property was maintained, and, in January 2008, some time after the contract 
was completed, 
1 CPM filed suit against Bannum in Florida state court, seeking damages 
from Bannum for the condition of CPM’s property and facilities. Bannum filed a cross-
claim against CPM and a third party complaint against Ms. Farr, in her individual capacity, 
alleging that she had tortiously interfered with Bannum’s contractual relationship with CPM. 
In this regard, as related in the grievances Bannum lodged with BOP, Ms. Farr purportedly 
had improper direct contacts with Bannum’s landlord, CPM, with the aim of subverting 
Bannum’s presence at the Orlando facility. Bannum thus appears to have had knowledge 
of these direct contacts between Ms. Farr and CPM as of December 2004, when its 
grievances were submitted. In any event, in 2008, when the state lawsuit was filed, the 
United States Attorney’s office opted to defend Ms. Farr and, in June 2009, had the case 
removed to the United States District Court for the Middle District of Florida, Orlando 
Division (case no. 6:09-cv-989-Orl-28GJK).  
As part of its discovery in the district court case, Bannum, on June 23, 2010, was 
provided a copyof the BOP OIA investigation file, which, according to Bannum, “contained 
numerous admissions regarding the actions of Ms. Farr.” A settlement agreement was 
subsequently entered into in the district court case. The settlement agreement recites, inter 
alia, that “the United States of America, Federal Bureau of Prisons is aware that Bannum 
will be filing a Claim with respect to Contract No. J200c-533, and has agreed to give the 
claim prompt consideration.” Under the agreement, it was expressly understood and agreed 
that Bannum would submit a “Claim for Equitable Adjustment” to BOP “with respect to 
actions and inactions by the Government, including but not limited to mis-inspections and 
over-inspections, which Bannum considers to be changes to the contract, costing Bannum 
additional time and effort,” that Bannum would “prosecute its Claim diligently and in good 
faith,” that it would provide CPM with “reasonable updates . . . upon request,” and that it 
would “remit to CPM 15% of any recovery it receives against the BPO, United States, or 
Farr.”  
Under the settlement agreement, CPM, in turn, agreed to provide Bannum “with all 
information and documentation requested with respect to the Claim that Bannum will be 
submitting and any subsequent litigation regarding said Claim” and would “assist Bannum 
1 Respondent indicates that, with the exercise of all options, the contract would expire 
on July 9, 2006.  Neither party addresses whether all options were exercised. 

      
      
  
        
    
      
    
 
      
      
 
       
       
   
        
         
    
      
      
     
    
         
        
      
     
      
       
        
4 CBCA 2686 
in good faith with support and testimony (if necessary) with respect to its claim, including 
but not limited to CPM’s communications and interactions with the BOP.” Under the 
agreement, Bannum, as third party plaintiff, stipulated to “dismiss its claims against Third 
Party Defendant without prejudice.” 
In terms of any litigation of disputes relating to the settlement agreement and its 
enforcement, the agreement itself provides as follows: 
8. The parties agree that all actions or proceedings arising in connection with 
this Agreement shall be tried and litigated exclusively in the United States 
District Court, Middle District of Florida. This choice of venue is intended 
by the parties to be mandatory and not permissive in nature, and to preclude 
the possibility of litgation between the parties with respect to, or arising out 
of, this Agreement in any jurisdiction other than the United States District 
Court, Middle District of Florida. 
. . . . 
10. Should any action be brought by one of the Parties to enforce any 
provision of this Agreement, the non-prevailing party to such action shall 
reimburse the prevailing party for all reasonable attorneys’ fees and court 
costs and other expenses incurred by the prevailing party in said action to 
enforce. 
The agreement (copies of which have been furnished to the Board by both BOP and 
Bannum) expressly identifies as “Parties” to the settlement not only CPM, Bannum (as 
defendant and third party plaintiff), and Ms. Farr (as third party defendant), but “the United 
States of America, Federal Bureau of Prisons (‘BOP’).” The agreement is executed by the 
Assistant United States Attorney twice – once, on October 5, 2011, for Ms. Farr, and earlier, 
on August 11, 2011, for the “U.S. Department of Justice.” The instant claim was submitted 
by Bannum to the BOP contracting officer on August 12, 2011. By letter dated October 5, 
2011, the Assistant United States Attorney forwarded to counsel for Bannum and CPM 
copies of the fully executed settlement agreement, informing them: “The Bureau [BOP] 
recently contacted me to advise that it is processing Bannum’s request [i.e., August 12, 
2011, claim] for equitable adjustment.” By letter to Bannum dated October 6, 2011, the 
contracting officer issued a final decision on the claim, denying it as untimely under the 
CDA, having been submitted more than “six years after its accrual.” Bannum filed its appeal 
from that decision with the Board on December 30, 2011.   

    
          
    
     
         
     
    
  
    
       
     
       
       
     
        
      
       
     
        
     
       
  
        
    
   
      
 
    
      
         
    
5 CBCA 2686 
Discussion 
The CDA requires that “each claim by a contractor against the Federal Government 
relating to a contract . . . be submitted within 6 years after the accrual of the claim.” 41 
U.S.C. 7103(a)(4)(a). The Federal Acquisition Regulation (FAR) defines claim “accrual” 
as “the date when all events, that fix the alleged liability of . . . the Government . . . and 
permit assertion of the claim, were known or should have been known.” 48 CFR 33.201 
(2004). The FAR provides further clarification: “For liability to be fixed, some injury must 
have occurred. However, monetary damages need not have been incurred.” Id.; Cindy Karp 
v. General Services Administration, CBCA 1931 (Jan. 4, 2012); Greenlee Construction, Inc. 
v. General Services Administration, CBCA 416, 07-1 BCA ¶ 33,514, at 166,063. 
Here, the “events” that would fix the alleged liability, i.e., the acts or omissions of 
BOP’s Ms. Farr, all had transpired as of December 2004. 
2 The August 2011 claim, as 
respondent notes, was submitted beyond the six year timeframe contemplated under the 
CDA. The contractor’s timely submission of a claim to the contracting officer is a condition 
precedent to the exercise of Board jurisdiction under the CDA, but is subject to equitable 
tolling. Arctic Slope Native Association, Ltd. v. Sebelius , 583 F.3d 785, 793 (Fed. Cir. 
2009). The time bar is a limitation on the statutory waiver of immunity of the United States 
to an action under the CDA. 
3 As such, this Board, absent circumstances that would give rise 
to equitable tolling, 4 cannot take it upon itself to “extend the waiver beyond that which 
2 Although Ms. Farr did not resign until November 2005, respondent, in its motion, 
noted that Bannum has never contended that it was harmed by an act or omission of Ms. Farr 
after November 2004, and Bannum’s response to the motion failed to correct this impression 
or provide further information about any subsequent acts or omissions on her part. 
3 The time bar does not prevent an agency from entertaining and resolving amicably 
what it deems to be a meritorious, albeit untimely, claim, but merely precludes subjecting 
the agency to an action before a board of contract appeals or the United States Court of 
Federal Claims under the CDA should it choose to reject the claim. 
4 The present case does not involve equitable tolling that could extend the CDA’s 
statutory time bar. See Arctic Slope Native Association, Ltd. v. Department of Health and 
Human Services, CBCA 1953(190-ISDA)-REM, et al., 11-2 BCA ¶ 34,778. Bannum does 
argue that it was “required” to pursue a grievance procedure, perhaps implying that it had 
to complete such a procedure before initiating a claim under the CDA, i.e., that somehow 
the grievance procedure would serve to toll the statutory limitation. This argument fails, 
however. The BOP Program Statement Bannum cites as creating an “obligation” on a 
contractor to file a grievance against a BOP employee (Program Statement 3420.09, 

      
    
    
      
  
      
      
       
         
     
   
      
   
       
       
    
     
  
   
       
       
 
      
   
     
  
  
    
  
    
      
6 CBCA 2686 
Congress intended.” See United States v. Kubrick, 444 U.S. 111, 117-18 (1979). In short, 
Bannum’s untimely claim cannot properly serve as the basis for an appeal before this Board. 
Struggling to avoid the dismissal respondent is seeking, Bannum posits that its claim 
is not only one for constructive change arising out of the alleged overinspections by Ms. 
Farr, but also a claim for contract breaches, some of which significantly post-dated 2004. 
Bannum submits a claim “supplement” (and accompanying CDA claim certification) along 
with its response, in which it details its breach-related arguments. In particular, Bannum 
would characterize as a contractual breach an alleged BOP failure to make known to 
Bannum the results of its OIA investigation, which had been completed in 2006. Bannum 
also places great emphasis on BOP’s issuance of a “no deficiency” monitoring report after 
November 2005, implying that the August 2011 claim was timely, because the report 
issuance somehow constituted an important “event” that would fix liability. Finally, 
Bannum urges that the settlement agreement for the district court case should be viewed as 
a modification to its BOP contract and that BOP’s failure to address Bannum’s claim on the 
merits thus amounted to a very recent breach of the BOP contract and one that falls well 
within the CDA time limitation for claim submission. 
Bannum’s arguments are unavailing. Regardless of whether Bannum may have 
gained additional information from BOP’s internal investigation that would bolster a claim 
under the contract, the Board cannot see where the salient operative facts underlying 
Bannum’s claim, those that purportedly would “fix liability,” were not known to Bannum 
well in advance of its receipt of the OIA investigation file. Likewise, although the issuance 
of a “no deficiency” monitoring report would be relevant to and potentially supportive of 
Bannum’s contentions that Ms. Farr’s previous findings of deficiencies were baseless, that 
issuance was not itself an “event” that would “fix liability.”  
An alleged breach of a settlement agreement is not a matter cognizable by a board of 
contract appeals under the CDA, since the CDA is only applicable to contracts for: “(1) the 
procurement of property, other than real property in being; (2) the procurement of services; 
(3) the procurement of construction, alteration, repair, or maintenance of real property; or 
(4) the disposal of personal property.”  See 41 U.S.C. 7102(a). Settlement agreements are 
not procurement contracts. The instant settlement agreement, contrary to Bannum’s 
“position,” was never a modification to Bannum’s contract, and there is no indication that 
the parties intended that it be a modification to the contract. See Inversa, S.A. v. Department 
“Standards of Employee Conduct”) does nothing of the sort. As its title suggests, it is 
simply an internal directive that sets out standards of conduct for BOP employees.   

     
    
       
     
     
      
      
        
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7 CBCA 2686 
of State,, GSBCA 16837-ST, 06-2 BCA ¶ 33,411, at 165,657. Indeed, the most that can be 
said of the settlement agreement is that it contemplated that the parties would address 
Bannum’s claim to an equitable adjustment of the contract and that they ultimately might 
negotiate a contract modification to provide for such an adjustment. Moreover, as to 
litigation action to resolve a dispute concerning the settlement agreement or to enforce its 
terms, the parties to the settlement agreement quite clearly mandated that any such action 
would be within the exclusive purview of the United States District Court for the Middle 
District of Florida. Therefore, it would seem, any redress for an alleged breach of the 
settlement agreement would have to be sought in that venue. 
Decision 
Respondent’s motion to dismiss is granted.  The case is DISMISSED. 
RICHARD C. WALTERS 
Board Judge 
We concur: 
______________________ __________________________ 
ANTHONY S. BORWICK ALLAN H. GOODMAN 
Board Judge Board Judge