BOARD OF CONTRACT APPEALS
   U.S. GOVERNMENT PRINTING OFFICE
   WASHINGTON, DC  20401


In the Matter of          )
                          )
the Appeal of             )
                          )
MEDIA PRESS, INC.         )      Docket No. GPO BCA 03-93
Jacket No. 227-842        )
Purchase Order 81302      )

For the Appellant: Media Press, Inc., Sikeston, Missouri, by
Miller, Balis & O'Neil, Washington, DC, by James R. Choukas-
Bradley, Esq. and Kathryn A. O'Brien, Esq.

For the Government: Joyce B. Harris, Esq., Assistant General
Counsel.

Before FOSS, Administrative Judge.

   DECISION AND ORDER GRANTING MOTION TO DISMISS

   I. STATEMENT OF THE CASE

On January 25, 1993, Media Press, Inc. (Appellant or Contractor),
835 Wakefield Avenue, P.O. Box 1370, Sikeston, Missouri 63801,
filed a Notice of Appeal protesting the October 27, 1992,
decision of Contracting Officer James L. Leonard of the U.S.
Government Printing Office's (Respondent or GPO or Government),
Printing Procurement Department, Washington, DC 20401, rejecting
the Appellant's equitable adjustment claim of $126,524.90 for
extra printing costs incurred under its contract, identified as
Jacket No. 227-842, Purchase Order 81302 (R4 File, Tabs A and
B).1  Board Rules, Rules 1(a) and (2).  Thereafter, on March 16,
1993, the Contractor submitted a Complaint meeting the
requirements of the rules.  Board Rules, Rule 6 (a).  The
Government, however, did not file an Answer.  Board Rules, Rule
6(b).  Instead, on April 9, 1993, Counsel for GPO submitted a
document entitled "Respondent's Motion to Dismiss"  (hereinafter
Motion) challenging the Board's jurisdiction to hear the appeal
on two different theories, namely (1) "timeliness;" and (2)
"contract bar."2  Board Rules, Rule 5.  Counsel for the Appellant
responded on June 21, 1993, by filing "Appellant's Answer to
Respondent's Motion to Dismiss" (hereinafter Answer to Motion).3

On September 28, 1993, the Board conducted a prehearing
conference in the above-captioned appeal.  Board Rules, Rule 10.
See Order Rescheduling A Prehearing Conference, dated August 16,
1993, at 2.  The primary purpose of the meeting was to consider
two procedural issues-the merits of the controversy were not
discussed.4  See RPC, at 2.  Based on the ensuing discussion, the
Board determined that the question of its jurisdiction had to be
resolved before any consideration could be given to the merits of
the controversy.  Id., at 8.  Accordingly, the Board established
a briefing schedule for the parties on the "timeliness" and
"contract bar" issues.5  Id., at 9.  Pursuant to that schedule,
the Board received the following documents from the parties: (1)
"Appellant's Brief on Procedural Issues," dated March 14, 1994
(hereinafter App. Brf.); (2) "Respondent's Brief," dated March
14, 1994 (hereinafter R. Brf.); (3) "Appellant's Reply Brief on
Procedural Issues," dated April 4, 1994 (hereinafter App. R.
Brf.); and (4) "Respondent's Reply Brief," dated April 4, 1994
(hereinafter R. R. Brf.).  The Board has carefully considered the
Motion, the Answer to Motion, and the parties' briefs, and hereby
GRANTS the Motion and DISMISSES the appeal for lack of
jurisdiction.


   II. BACKGROUND

1.   This dispute arises from an Invitation for Bid (hereinafter
IFB) issued by the Respondent on December 22, 1988, for the
production of 72 million sets of blank teletypewriter paper (no
printing required) (hereinafter Forms), size 81/2" x 11", for the
National Security Agency (hereinafter NSA or customer-agency) (R4
File, Tabs A and B).  The Forms were to be manufactured from
white, 20-pound, "C.W. Writing" paper, and designed for use on
two types of printers-a Teletype Model 28 and an IBM 3800 Model
3-and a Manual/Mechanical burster (R4 File, Tab A).  The IFB also
contained the following relevant specifications:
PERFORATIONS-All perforations shall be cut clean and sufficiently
deep to permit easy separation but not to tear in ordinary
handling or in feeding through the machine.

MARGINAL. None from left side, 1/2" from right side.

[Boxes titled "Parts and carbons," "Parts only," and "None
required" not checked.]

TEARLINE. Horizontal perforations shall be provided every 11".

   * * * * * * * * * *

DELIVERY SCHEDULE: Due to limited storage facilities, shipment
must arrive only during the periods indicated.  Deliveries made
before these periods will not be accepted.

Ship 18,000,000 sets to arrive at destination between Jan. 25 and
Feb. 1, 1989.

Ship 18,000,000 sets to arrive at destination between Apr. 24 and
May 1, 1989.

Ship 18,000,000 sets to arrive at destination between July 25 and
Aug. 1, 1989.

Ship balance to arrive at destination between Sep. 25 and Oct. 2,
1989.

   * * * * * * * * * *

PERFORATIONS OTHER THAN MARGINAL, AND BLIND SCORING: Horizontal
tearline perforations through parts and carbon leaves shall be
provided between forms and shall be at a 90-degree angle to a
straight line extending through the center of the marginal
alining holes.  They shall fall halfway between the marginal
alining holes when the form depth is a multiple of 1/2 inch.
Cuts in horizontal perforations must not extend to left and/or
right edge of form and must not intersect cuts in vertical
perforations.

 R4 File, Tab A, at 1, 2, 4. [Emphasis added.]

2.   Apart from the specifications for the Forms, the IFB also
notified bidders that the contract would be "subject to all terms
and conditions of GPO Contract Terms . . . in effect on the date
of the purchase order" (R4 File, Tab A, at 1).  See GPO Contract
Terms, Solicitation Provisions, Supplemental Specifications, and
Contract Clauses, GPO Publication 310.2, Effective December 1,
1987 (Rev. 9-88) (hereinafter GPO Contract Terms).  The following
contract clauses in GPO Contract Terms are relevant to this
dispute:
4.   Changes.

(a) The Contracting Officer may at any time, by written order,
and without notice to the sureties, if any, make changes within
the general scope of this contract in any one or more of the
following:
(1) Drawings, designs, or specifications when the supplies to be
furnished are to be specially manufactured for the Government in
accordance with the drawings, designs, or specifications.

   * * * * * * * * * *
(b) If any such change causes an increase or decrease in the cost
of, or the time required for, performance of any part of the
work, whether or not changed by the order, the Contracting
Officer shall make an equitable adjustment in the contract price,
the delivery schedule, or both, and shall modify the contract.

(c) The contractor must submit "any proposal for adjustment" . .
under this article within 30 days from the date of receipt of the
written order.  However, if the Contracting Officer decides that
the facts justify it, the Contracting Officer may receive and act
upon a proposal submitted anytime before final payment.

   * * * * * * * * * *

(e) Failure to agree to any adjustment shall be a dispute under
article 5 "Disputes."  However, nothing in this article shall
excuse the contractor from proceeding with the contract as
changed.

   * * * * * * * * * *
5.   Disputes.

(a) Except as otherwise provided, any dispute concerning a
question of fact arising under or relating to this contract which
is not disposed of by agreement shall be decided by the
Contracting Officer, who shall make his/her decision in writing
and mail or otherwise furnish a copy thereof to the contractor.

(b) The decision of the Contracting Officer shall be final and
conclusive unless, within 90 days from the date of receipt of
such copy, the contractor mails or otherwise furnishes written
notice of appeal to the Government Printing Office Board of
Contract Appeals.

   * * * * * * * * * *

15. Warranty.

   * * * * * * * * * *

(a) Contractor's obligations. (1) Notwithstanding inspection and
acceptance by the Government of supplies furnished or any
condition concerning the conclusiveness thereof, the contractor
warrants that for 120 days from the date of the check tendered as
final payment-

(i)   All supplies furnished will be free from defects in
material or workmanship and will conform to all requirements; and

(ii)   The preservation, packaging, packing, and marking, and the
preparation for, and shipment of such supplies will conform with
requirements.

   * * * * * * * * * *

(b) Remedies available to the Government.  (1) The Contracting
Officer or his/her authorized representative shall give written
notice to the contractor of any breach of warranties in paragraph
(a) (1) above within 120 days, unless otherwise specified, from
the date of the check tendered as final payment.

   * * * * * * * * * *

24. Payments on Purchase Order.

* * * * * * * * * *

(b) Checks tendered by GPO in payment of any invoice submitted by
the contractor, whether equal to or less than the amount
invoiced, are tendered as final payment.  Acceptance of payment
of any check so tendered shall operate as a bar to the assertion
of any exceptions by the contractor to the amount paid by GPO
unless the contractor notifies the contracting officer in writing
within 60 calendar days of the date of such check.  Such notice
shall specify the exceptions taken to the sum tendered, and the
reasons therefor.

GPO Contract Terms, Contract Clauses,  4, 5, 15, 24.  [Emphasis
added.]

3.   The Respondent received five (5) responsive bids-from the
Appellant ($394,018.50), JTC Corporation ($407,520.00), Allied
Paper Co. ($411,120.00), Moore Business Forms ($414,000.00), and
Wallace Computers ($647,280.00) (R4 File, Tab B).  On January 11,
1989, GPO issued Purchase Order 81302 awarding the contract to
the Contractor at its bid price (R4 File, Tab B).  Subsequently,
because of an ambiguity in the labeling and marking
specifications, the contract was modified twice, once on January
25, 1989, extending the period for the initial shipment by a
week, and the second time on February 16, 1989, allowing certain
extra costs and increasing the contract price to $414,756.32 (R4
File, Tabs C and D).

4.   Shortly after the first shipment of 18 million sets of Forms
was received by the customer-agency and tested, the Respondent
was notified that NSA was experiencing problems with the paper
(R4 File, Tabs E and F).  In that regard, NSA's "Notice of
Quality Defects," which GPO received on March 6, 1989, complained
that the "paper constantly ripped during printing process," and
blamed the problem on "wrong perforation[s]" (R4 File, Tab F).
On March 7, 1989, the Respondent inspected the Forms and
determined they were rejectable for two reasons: (a) the paper
was not equal to specifications; and (b) the requirements with
respect to the horizontal perforations were not met (R4 File, Tab
F).  Thereafter, five (5) sample boxes of the Forms were also
tested by GPO's Quality Control and Technical Department
(hereinafter QCTD), which issued a report on March 20, 1989,
confirming that the paper was defective because of no color match
and a unacceptable variation (plus and minus) in the basis weight
(R4 File, Tab F).
5.   Upon receipt of the QCTD report, the Respondent telephoned
the Appellant, informing it of the inspection results, and
telling it that the initial shipment was rejectable (R4 File, Tab
G).  Furthermore, GPO said that the remaining 16,470,000 sets of
Forms from the first shipment (1,530,000 Forms had been used by
NSA) had to be remanufactured in accordance with the
specifications, at no additional cost to the Government (R4 File,
Tab G).

6.   After the Contractor received GPO's report, it had eight (8)
samples of the returned paper stock tested by an independent
laboratory, Chicago Paper Testing Lab, Inc. (hereinafter Chicago
Paper).  On March 31, 1989, Chicago Paper issued its report which
found nothing wrong with the paper stock, including its weight,
contrary to what the Appellant had been told ten days earlier by
the Respondent; i.e., that "most of the problem was the weight of
the stock" (R4 File, Tab G; App. Nos. 1 and 2).6  On April 7,
1989, Ronald Shope, the Appellant's Plant Manager, wrote to the
Contracting Officer at the time, George W. Watson, disagreeing
with the QCTD's findings (R4 File, Tab H).  Shope also asked
Watson to "take a look" at Chicago Paper's inspection results,
and requested a retest of the paper by GPO, because "[i]t appears
to us that the stock is within [specifications] in all three
areas" (R4 File, Tab H).
7.   By letter dated April 24, 1989, the Contracting Officer
responded to Shope, in pertinent part, as follows:
An examination of samples of the product your firm produced for
[the] National Security Agency has revealed the following
defects:

4-3: Paper (not equal to specifications).

Failure To Follow Specifications (Cuts in horizontal perforations
must not extend  to  left  and/or right edge  of form and must
not intersect cuts in vertical perforations).

Based on the results of this inspection, the order has been
determined [to be] rejectable, and will require remanufacturing.
The remanufacturing will be accomplished at no additional cost to
the Government in strict accordance with the specifications.

See R4 File, Tab I.  The Contracting Officer did not expressly
identify his letter as a "final decision," nor did he tell the
Appellant that his determination could be appealed to the Board
pursuant to the
"Disputes" clause.  GPO Contract Terms, Contract Clauses,  5(b)
(Disputes).  See Printing

 Procurement Regulation, GPO Publication 305.3 (Rev. 10-90),
 Chap. X, Sec. 1,  4.d (Contracting Officer Final Decision)
 (hereinafter PPR).7
8.   After several telephone conversations with GPO about the
matter, the Contractor agreed to pick up 16,470,000 sets of
rejected Forms from NSA and replace them (R4 File, Tab G).
Thereafter, the Appellant remanufactured the Forms on new paper
stock and delivered the replacement sets to the customer-agency
on April 19, 1989 (R4 File, Tabs G and I).  In the interim, the
Contracting Officer asked the QCTD to retest the rejected paper
stock, as requested by the Contractor (R4 File, Tab H and J).8
9.   On May 4, 1989, the Appellant wrote to the Contracting
Officer informing him that it wished to appeal the rejection of
the first shipment, and requested either (a) a "written final
decision" setting forth the reasons why the Forms were rejected;
or (b) written confirmation that his letter of April 24, 1989,
was his "final decision" (App. Exh. No. 4; App. Brf., Attachment
A).  The Contracting Officer acknowledged receipt of the
Contractor's request for a final decision on May 9, 1989 (App.
Exh. Nos. 5 and 6).
10.   On July 6, 1989, after receiving the QCTD's report
concerning the retesting of the paper stock, Watson forwarded the
results to the Appellant along with the following letter:

As requested, enclosed is a copy of results from testing of the
perforations.

Please reference my letter, dated April 24, 1989.  The letter
determined the order rejectable because of improper cuts in
perforations.  The test results suggest tensile strength of the
perforations is too low.

In view of these findings, I am reaffirming the rejection of the
16,470,000 copies.  Remanufacturing to be accomplished at no
additional cost to the [G]overnment in strict accordance with
specifications.

See R4 File, Tab K.  Like his letter of April 24, 1989, Watson
also did not place a "final decision" label on this
correspondence, nor did he include a statement of appeal rights.
11.   The Contractor did not appeal the Contracting Officer's
decision of July 6, 1989, reaffirming his rejection of the first
shipment of Forms.  Instead, the record shows that the Appellant
went ahead and completed the contract in accordance with the
delivery schedule, and received payment for the Forms (R4 File,
Tab L).  In that regard, the record indicates that GPO paid the
Contractor for the supplies in four installments-on February 27,
1989, May 3, 1989, August 21, 1989, and October 31, 1989 (R4
File, Tabs L and M).9

12.   On February 6, 1990, three months after the Appellant had
received payment for the contract balance, NSA complained to GPO
that it was still experiencing problems with the paper,
especially on three brands of laser printers, including IBM 3800
Models 3 and 8 (R4 File, Tab M).  Once again, the customer-agency
identified the cause as the "wrong perforation," and said that
the "perforation[s] between [the] pages [are] too weak; they are
splitting and jamming in [the] machine as it feed[s] the paper
through" (R4 File, Tab M).  Accordingly, on February 9, 1990, GPO
invoked its rights under the "Warranty" clause and notified the
Appellant of NSA's complaint, and said that it would inspect the
product and advise the Contractor of the results (R4 File, Tab
N).  See GPO Contract Terms, Contract Clauses,  15(b)
(Warranty).  The Appellant was invited to participate in an
evaluation of the Forms at the customer-agency on February 16,
1990 (R4 File, Tab M).
13.   On February 8, 1990, while GPO was arranging for the
Contractor's attendance at the test, the Appellant advised it the
perforation specifications in the contract differed from the
technical requirements published by IBM for its 3800 Printing
Subsystem (R4 File, Tab M).10  See App. Exh. No. 10 (IBM Systems
Manual GA26-1633-7, File No. S370-03, Forms Design Reference
Guide for the IBM 3800 Printing Subsystem (8th ed. April 1987)
(hereinafter IBM Manual)).11  In that regard, while the
specification in the contract placed perforations 1/2 inch from
the right side, IBM cautioned, in pertinent part, that:
. . .[T]here can be no internal vertical perforations closer than
1" (25.4mm) to either edge. This includes carrier strips
(marginal) perforations.  Typical .5" marginal perforations can
cause web breaks and jams.  The nearest a horizontal perforation
can be from the top or bottom of the form is 2" for CFS
[Continuous Forms Stacker]) and 3" (for BTS [Burster-Trimmer
Stacker]).

See App. Exh. No. 12 (Page from International Business Forms,
Inc., Technical Manual for the IBM 3800 Printer (1981 Edition)
(hereinafter IBFI Manual)).  [Emphasis added.]  See also IBM
Manual, at 2-20.
14.   The Forms were tested twice, once at NSA and afterward in
the QCTD laboratory, and the results indicated that the product
was not rejectable (R4 File, Tab O).  Therefore, by letter dated
April 17, 1990, Contracting Officer Watson informed Drysdale that
the inspection showed that the product was acceptable, and
therefore "no further action will be taken" (R4 File, Tab P).
15.   By letter dated, November 5, 1991, the Appellant filed a
claim with the U.S. General Accounting Office (GAO) to recover
$126,524.90 for the original printing of the rejected Forms, as
well as other associated costs  (R4 File, Tabs Q and R).  The
basis for the Contractor's claim was that the Government
specification, which located perforations 1/2 inch from the right
side, was defective because it was contrary to the requirements
for the 3800 Printing Subsystem in the IBM Manual (R4 File, Tabs
Q and R).12  There is no indication that the Respondent ever
received a copy of this claim, or was notified that it had been
filed with GAO.

16.   The record indicates that GAO did not process the
Appellant's claim, but rather the matter remained in limbo until
NSA received an inquiry about it from the office of Congressman
Bill Emerson (R4 File, Tabs R and S).  On May 22, 1992, NSA
advised GPO that the Contractor had filed a claim, and the matter
was assigned to Contracting Officer Leonard for handling (R4
File, Tabs R and S).  On September 23, 1992, Leonard called GAO
and spoke to a Mrs. Washington in the agency's Claims Division,
who told him that GAO had no record of the claim, and would not
have entertained it even if it had been received (R4 File, Tab
S).  Leonard conveyed this information to Congressman Emerson's
office (R4 File, Tab S).
17.   Thereafter, on September 28, 1992, Leonard also spoke to
the Appellant's President, Drysdale, concerning the claim (R4
File, Tab S).  According his notes of their conversation:
[I] told Mr. Drysdale that he should have asked for a final
decision back in 1989 if he disagreed with the partial rejection
of 16,470,000 marginally punched forms.  Mr. Drysdale said they
were having other problems at that time and they just overlooked
this job.  He said he thought our [specifications] were wrong
concerning the perforation.
I told Mr. Drysdale the job [had been] rejected do [sic] to
improper cuts in [the] perforations.  I read our rejection letter
to him dated April 24, 1989[,] and also our letter reaffirming
[the] letter of rejection dated July 6, 1989.   He said he may
ask for a final decision from the [Contracting Officer].

I also told Mr. Drysdale that I gave all this information to
Keith Kirk a member of Bill Emerson['s] staff (member of
Congress).

See R4 File, Tab S. [Emphasis added.]
18.   By letter dated October 20, 1992, addressed to Contracting
Officer Watson, the Appellant requested a final decision on its
claim (R4 File, Tab T).
19.   On October 27, 1992, Leonard responded by telling the
Contractor that the claim was time-barred by GPO Contract Terms,
Contract Clauses,  24(b) (Payments on Purchase Order)
(hereinafter "Payments" clause), which provides, in essence, that
a contractor who accepts a check from GPO "tendered as final
payment" has only 60 calendar days from the date of the check to
assert "any exceptions" to the amount paid (R4 File, Tab U).  In
short, the claim was too late to be considered.  Leonard's letter
was not expressly designated a "final decision," nor did it
contain a statement of appeal rights.

20.   Thereafter, on December 23, 1992, Counsel for the Appellant
wrote to Leonard asking him to "reconsider" his denial of the
claim (R4 File, Tab V).  In seeking reconsideration, Counsel
stated that the "Payments" clause of the contract was
inapplicable, since the Contractor was advancing a new claim
based on a breach theory with respect to Government's implied
warranty specifications (R4 File, Tab V, at 3-4 [Case citations
omitted.]).
21.   Leonard referred Counsel's letter to the original
Contracting Officer for a reply, and on January 5, 1993, Watson
wrote back, stating:
Initial inspections showed non-conformance with the
specifications.

Please note the letter of April 24, 1989, to Ron Shope at Media
(copy attached).  The order was not being manufactured in
compliance with specifications and therefore [was] rejectable.

This was specifically because (1) [c]uts in horizontal
perforations extended to left and right edges of form and (2) [i]
ntersected cuts in vertical perforations.

Media was required to re-manufacture at no additional cost and in
strict accordance with the specifications.

See R4 File, Tab W.  Again, Watson's letter was not specifically
designated a "final decision," and did not contain a statement of
appeals rights.
22.   By letter dated January 25, 1993, Counsel for the Appellant
appealed Contracting Officer Leonard's October 27, 1992, denial
of the claim to the Board.13

   III. ISSUES PRESENTED
From the discussions during the prehearing conference, the Board
concluded that two jurisdictional issues were involved in this
case:
1.   Does GPO Contract Terms, Contract Clauses,  24(b), bar the
Appellant's claim for reimbursement based on an alleged erroneous
rejection of the initial shipment of Forms by the Respondent,
because the Contractor failed to assert an exception to final
payment within 60 calendar days after it received GPO's last
check in 1989?

2.   Does the Board lack jurisdiction to entertain this appeal
because no "final decision" was issued by the Contracting
Officer, as required by GPO Contract Terms and the Board's rules
of practice; i.e., GPO Contract Terms, Contract Clauses,  5
(Disputes), and Board Rules, Preface to Rules,  I
(Jurisdiction), and Rule 1(a)?

See RPC, at 9.

   IV. POSITIONS OF THE PARTIES
   A. The Respondent

The Respondent opposes the Board's assertion of jurisdiction on
two simple grounds: (1) the appeal is untimely and barred by the
terms of the contract; and (2) the Appellant, in any event, did
not appeal within a reasonable time after the Respondent failed
to issue a final decision in 1989.  See RPC, at 5-7; R. Brf., at
3; R. R. Brf., at 1.  Reduced to its essentials, the Government's
first argument is that the Contractor is attempting to revive a
stale claim, and should not be allowed to do so because it waited
an unreasonable length of time to submit it.  See R. Brf., at 8.
GPO contends that the "Payments" clause of the contract only gave
the Appellant 60 calendar days after its receipt of the
Government's final payment check to file its claim.  See Motion,
at 1 (citing Beacon Oil Co., EBCA Nos. 215-6-82 and 216-6-82,
83-1 BCA  16,217; Lester B. Knight & Associates, Inc., GSBCA No.
4913, 78-2 BCA  13,327);14 RPC, at 5; R. Brf., at 4.
Consequently, the Contractor was clearly untimely when it
submitted its claim on November 5, 1991, more than two years
after it received the final contract payment.15  See Motion, at
1-2; RPC, at 6; R. Brf., at 4 (citing R4 File, Tabs L and U).
Furthermore, the "manifest intention" exception to the "final
payment rule" mentioned in Beacon Oil, supra, which the Appellant
relies on, is inapposite here because the Contractor waited an
unreasonable length of time-two years- to submit its claim.16
See RPC at 6; R. Brf., at 6-7; R. R. Brf., at 2-3.  Similarly,
the Respondent states that the same dilatory conduct undermines
the Contractor's plea for equitable treatment under the so-called
"latent defects" rule of the "Warranty" clause; i.e., even if the
clause was a "two-way street" for a recovery based on defective
specifications, by waiting until November 5, 1991 to file it,
after discovering the defect in late January or early February
1990, the Appellant unreasonably delayed asserting its claim.
See R. Brf., at 7 (citing Beacon Oil Co.,supra); R. R. Brf., at
1.  In any event, the Government says that the Contractor's
"latent defects" position is baseless because it lacks a
contractual foundation, while GPO's right to pursue remedies for
"latent defects" is expressly established by the contract.  See
RPC, at 4; R. Brf., at 8 (citing GPO Contract Terms, Contract
Clauses,  14(k) (Inspection and Tests).  Lastly, in the opinion
of GPO, the Appellant's claims regarding its damages from the
erroneous specification are nothing more than "baseless
assertions," not proof.17  See R. Brf., at 4-5 (citing Associated
Contract Specialties Corp., ASBCA No. 37437, 90-3 BCA  23,258);
R. R. Brf., at 2.

Second, the Respondent contends that the Board is without
jurisdiction in this case because the Appellant failed to appeal
its dispute with the Contracting Officer within the 90 days
allowed by the Board Rules for such appeals.  See Motion, at 2-3;
RPC, at 6-7 (citing Board Rules, Rule 1(a)); R. Brf., at 8
(citing Associated Contract Specialties Corp., supra).  GPO says
that under the Board Rules, if a contracting officer fails to
issue a final decision, as here, the contractor may note an
appeal to the Board, citing that failure as the ground for
jurisdiction.  See Motion, at 2; R. Brf., at 8-9 (citing Board
Rules, Rules 1(a) and (c)).  The Appellant did not do so in this
case.18  See Motion, at 2-3; R. Brf., at 9, n. 2.  In so arguing,
the Respondent rejects the Contractor's characterization of
Contracting Officer Leonard's letter of October 27, 1992, as a
final decision. See R. Brf., at 9-10; R. R. Brf., at 6.  Instead,
GPO states that Leonard was merely explaining to the Appellant
that under the provisions of the "Payments" clause, he could not
render a decision because the matters raised had been effectively
barred by the Government's final check in 1989.  Id. (citing R4
File, Tab U).  Furthermore, in the Government's opinion, treating
Leonard's letter as something more than a simple explanation
could have serious consequences, since it "would understandably
deter Contracting Officers from responding to correspondence from
contractors for fear that doing so would serve to revive
extinguished claims."  See R. Brf., at 10.  Accordingly, for
these reasons,

the Respondent submits that the Appellant's claim is untimely,
and should be dismissed.  See Motion, at 3; R. Brf., at 10; R. R.
Brf., at 8.

B.    The Appellant

The Appellant, on the other hand, submits that the Board does
have jurisdiction to hear its appeal.  First, the Contractor
alleges that the "Payments" clause is not a contract bar because
it does not apply in this case.  See Answer to Motion, at 2-3;
RPC, at 7; App. Brf., at 5; App. R. Brf., at 2.  The reason, the
Appellant says, is that its claim is independent of any prior
payments it received for fulfilling the basic contract, but
rather it now seeks compensation specifically for the work
accomplished in reprinting the Forms which the Government
erroneously rejected; i.e., "damages."19  See Answer to Motion,
at 3; RPC, at 7-8; App. Brf., at 5; App. R. Brf., at 2.  In other
words, the Contractor says that since it never previously
submitted a voucher for these expenses,

 GPO has never issued a check paying this claim, and thus the
 "Payments" clause has nothing to adhere to.20  See App. Brf., at
 5; App. R. Brf., at 2-3.

The Appellant also asserts that it comes within at least two
exceptions to the "final payment rule" enunciated by the EBCA in
Beacon Oil Co.  See Answer to Motion, at 4; App. Brf., at 6.  In
that regard, the Contractor observes that the doctrine does not
preclude claims which would otherwise be barred if "the
contractor has previously manifested a present intention to seek
recovery under a claim of right under the contract, or unless the
contracting officer had actual or constructive knowledge, at the
time of final payment, of the contractor's claim."  See Answer to
Motion, at 4 (quoting Beacon Oil Co., supra, 84-2 BCA at 85,051);
App. Brf., at 7; App. R. Brf., at 3.  See also Gulf & Western
Industries, Inc., ASBCA No. 22204, 79-1 BCA  13,706, aff'd sub
nom., Gulf & Western Industries, Inc. v. United States, 226 Ct.
Cl. 159, 639 F.2d 732 (1980), vacated on other grounds and
remanded to the trial division of the U.S. Court of Claims for a
de novo procedural determination, 655 F.2d 1106 (Ct. Cl. 1981),
rev'd, 6 Cl. Ct. 742 (1984); Jo-Bar Manufacturing Corp. v. United
States, 210 Ct. Cl. 149, 535 F.2d 62 (1976); Detroit Testing
Laboratory, Inc., EBCA No. 153-1-81, 83-1 BCA  16,458.  The
Appellant relies on Shope's letter to Contracting Officer Watson
of May 4, 1989, see App. No. 4; App. Brf., Attachment A, as well
as the fact that a month earlier Shope had brought Chicago
Paper's differing test results to Watson's attention, see R4
File, Tab H, to show that in this case GPO was fully that the
Contractor intended to challenge the conclusion that it was to
blame for the jamming problems with the Forms, and that the
Contractor had "manifested a present intention to seek recovery
under a claim of right under the contract," as required by Beacon
Oil Co., see Answer to Motion, at 4; App. Brf., at 7-8; App. R.
Brf., at 3-4.

 In addition, the Appellant says that even if the Respondent did
 not have actual knowledge of the claim, it should still be
 entertained in the interest of fairness and equity by extending
 the same protection the Contractor which the Government enjoys
 under the so-called "latent defects" exception to the "final
 payment" rule.21  See Answer to Motion, at 4-5; App. Brf., at 8
 (citing Beacon Oil Co., supra, 84-2 BCA at 85,051); App. R.
 Brf., at 4.  The thrust of the Appellant's argument is that
 since it did not discover that the defective perforation
 specification was the real source of the jamming problem until
 several months after payment of the contract balance, and
 meanwhile it was working diligently with GPO to address all of
 NSA's complaints about the Forms, it would be unfair to shift
 the burden for the Government's poor drafting to the Contractor
 simply because a final check had been mailed before the writing
 error was recognized.  See Answer to Motion, at 5; App. Brf., at
 9 (citing R4 File, Tabs G, I and K); App. R. Brf., at 4.
 Indeed, the Appellant submits that there is GPO precedent to
 support such an equitable waiving of the 90-day time limit for
 filing an appeals with the Board, and states that it would be
 appropriate to do so in this case because the Respondent
 "lulled" it into thinking that it was responsible for the
 jamming problem, and not until after final payment had been made
 was it disclosed that the true culprit was the Government's
 specifications.  See App. Brf., at 9-10 (citing Edward Brothers,
 Inc., GPOCAB 3-83 (September 19, 1983), 1983 WL 135371).22
 Moreover, contrary to GPO's view, the Contractor asserts that
 its claim is also firmly rooted in the contract, namely the
 "Changes" clause.  App. R. Brf., at 5 (citing M.T. Reed
 Construction Co., ASBCA No. 5568, 60-2 BCA  2684; J.W. Hurst &
 Son Awnings, Inc., ASBCA No. 4167, 59-1 BCA  2095).  See GPO
 Contract Terms, Contract Clauses,  4 (Changes).

Finally, the Appellant contends that it filed its appeal within
the 90-day limitations period under the Board Rules.  See RPC, at
8 (citing Board Rules, Rule 1(a)).  See also, GPO Contract Terms,
Contract Clauses, 5(b) (Disputes).  In so arguing, the
Contractor makes a clear distinction between Contracting Officer
Watson's outright rejection of the Forms in his letters of April
24, 1989, and July 6, 1989, respectively, and Contracting Officer
Leonard's October 27, 1992, denial of its defective specification
claim (R4 File, Tabs I, K and U).  See Answer to Motion, at 7;
App. Brf., at 11; App. R. Brf., at 8.  The Appellant states that
this appeal only involves Leonard's decision, which it says meets
the legal test of finality notwithstanding "the absence of
technical language that is generally considered a prerequisite to
the existence of a final decision."23  See Answer to Motion, at
7; RPC, at 8; App. Brf., at 12-14 (citing Vepco, Inc., ASBCA No.
26993, 82-2 BCA  15,824; R.G. Robbins Co., ASBCA No. 26521, 82-1
BCA  15,643); App. R. Brf., at 9-10.  Since the chronology shows
that Contracting Officer Leonard's letter was mailed on October
27, 1992 (assuming the date of issuance is also the date of
mailing), and thus could not have been received any earlier than
the following day,24 the appeal, which was hand-delivered to the
Board on January 25, 1993, was timely filed.25 See Answer to
Motion, at 7; RPC, at 8; App. Brf., at 14.  Furthermore, the
Appellant asserts that even if the Board did not view Leonard's
letter as meeting the technical requirements of a final decision,
"no useful purpose would be served now by requiring the parties
to comply with the mere formality of obtaining a final decision
of the Contracting Officer."  App. Brf., at 14-15 (citing Clark's
Aerial Service, Inc., AGBCA No. 443, 75-1 BCA  11,201; Young
Metal Products, ASBCA No. 15701, 71-1 BCA  8827; Conrad, Inc.,
ASBCA No. 14239, 70-1 BCA  8116); App. R. Brf., at 11.  In any
event, the Contractor rejects the Respondent's description of
Leonard's correspondence as merely "explanatory," or
"informational," and says that, taken in context, the letter
qualifies as an appealable "final decision."26  App. Brf., at 15
(citing Clark's Aerial Service, Inc., supra; Young Metal
Products, supra); App. R. Brf., at 11.  Accordingly, the
Appellant urges the Board to deny the Motion, and to continue
processing the appeal on the merits.27  See Answer to Motion, at
8-9; RPC, at 8; App. Brf., at 16; App. R. Brf., at 12.

    V. DISCUSSION

The Board's task in this proceeding is limited to determining
whether or not it has jurisdiction to hear the appeal, and not to
deciding whether the Appellant has presented a meritorious claim.
Consequently, it is important to understand the source of the
Board's jurisdictional mandate at the outset.  Unlike its
Executive Branch counterparts, the Board's jurisdiction is not
grounded in a specific statute like the CDA, but flows
secondarily from the Public Printer's right, as the agency
officer authorized by law to contract for printing, binding and
blank-book work on behalf of the United States, see 44 U.S.C. 
502 (1988), to delegate authority to decide appeals to the Board
by regulation and the provisions of the contract, see Rose
Printing, Inc., supra, slip op. at 23; Big Red Enterprises, GPO
BCA 07-93 (August 30, 1996), slip op. at 38, 1996 WL _____;
Graphicdata, Inc., supra, slip op. at 57; R.C. Swanson Printing
and Typesetting Co., supra, slip op. at 26-27; The Wessel Co.,
Inc., supra, slip op. at 32; Automated Datatron, Inc., GPO BCA
20-87 (March 31, 1989), slip op. at 4-5, 1989 WL 384973; Bay
Printing, Inc., GPO BCA 16-85 (January 30, 1987), slip op. at 9,
1987 WL 228967; Peak Printers, Inc., GPO BCA 12-85 (November 12,
1986), slip op. at 6, 1986 WL 181453.  See generally, Foss, The
First Decade, at 584-85.  Thus, the Board's jurisdiction has
three bases: (1) GPO's standard "Disputes" clause, see GPO
Contract Terms, Contract Clauses,  5 (Disputes); (2) GPO
Instruction 110.10C, the Board's "enabling statute;" and (3) its
rules of practice and procedure which implement that agency
instruction.  See R.C. Swanson Printing and Typesetting Co.,
supra, slip op. at 25-26; The Wessel Co., Inc., supra, slip op.
at 28.  See generally, Foss, The First Decade, at 584.

Generally, the parameters of the Board's jurisdiction is confined
to considering and determining appeals from final decisions of
contracting officers "arising under or related to" GPO contracts.
See GPO Instruction 110.10C,  5 (Jurisdiction of the Board);
Board Rules, Preface to Rules,  I (Jurisdiction for Considering
Appeals); GPO Contract Terms, Contract Clauses,  5(a), (b)
(Disputes).  See also The Wessel Co., Inc., supra, slip op. at
35-36.  Consequently, the Board's authority is purely derivative
and contractual, and its jurisdiction is confined to the contract
before it.  See Rose Printing, Inc., supra, slip op. at 23-24;
Big Red Enterprises, supra, slip op. at 38; Graphicdata, Inc.,
supra, slip op. at 57; RD Printing Associates, Inc., GPO BCA 2-92
(December 16, 1992) slip op. at 9, 13, ns. 9, 15, 1992 WL 516088;
Automated Datatron, Inc.,supra, slip op. at 4-5; Peak Printers,
Inc., supra, slip op. at 6.  As a forum of limited jurisdiction
whose remedial powers are tied to the clauses in the contract,
the Board words, functions essentially as a pre-CDA board of
contract appeals.  See Rose Printing, Inc., supra, slip op. at
28; Olympic Graphic Systems, supra, slip op. 37; Graphicdata,
Inc., supra, slip op. at 85; R.C. Swanson Printing and
Typesetting Co., GPO BCA 15-90 (July 1, 1993), Supplemental
Decision, slip op. at 28, 1993 WL 526638; The Wessel Co.,
Inc.,supra, slip op. at 34.  See also H.L. Eikenberg Co., GPOCAB
No. 76-13 (May 9, 1979), slip op. at 35, n. 21.  Accord United
States v. Utah Construction and Mining Co., 384 U.S. 394 (1966);
Jet Services, Inc., DOT CAB No. 77-14, 78-2 BCA  13,223; Blake
Construction Co., Inc,, GSBCA No. 2205, 67-1 BCA  6,311.  This
simply means that the Board must take the agreement as it finds
it, and unless the Board can locate the relief granting source
within the "four corners" of the contract, its hands are tied,
and the contractor will have to seek its remedy in another forum.
See Rose Printing, Inc., supra, slip op. at 28; Olympic Graphic
Systems, supra, slip op. 37; R.C. Swanson Printing and
Typesetting Co., supra, slip op. at 40-41; The Wessel Co., Inc.,
supra, slip op. at 45-46.  In other words, like contract appeals
boards before enactment of the CDA, the Board is precluded from
revising or tinkering with the express terms of the contract.
See Olympic Graphic Systems, supra, slip op. 37.  Accord AJN
Reporters, GSBCA No. 5022, 78-2 BCA  13,298 (no equitable
authority to revise the terms of the contract); RIHA Construction
Co., ASBCA No. 21441, 77-1 BCA  12,324 (no authority to grant
reformation or remedy a mistake in bid without a relief provision
in the contract); American Standard, Inc., NASA BCA No. 771-14,
73-1 BCA  9,899 (no authority to reform the contract).

Two things are necessary for the Board to assert jurisdiction
over a dispute-a contracting officer's final decision (or its
equivalent) and a contract.  Both of these jurisdictional
elements are involved in this proceeding.  The "final decision"
issue is self-evident.  However, the "final payment" question
really asks the Board to decide if there is a contract which will
support the claim (a determination which involves both questions
of fact and of law), since there can be no jurisdiction over
disputes not arising out of or relating to an express or implied
contract.  See Coastal Coloration v. United States, 713 F.2d 728
(Fed. Cir. 1983); Henry P. Duncan, ASBCA No. 47565, 95-1 BCA 
27,588; Julian Freeman, ASBCA No. 46675, 94-3 BCA  27,280;
CardioMetrix, DOTBCA Nos. 2571, 2591, 94-1 BCA 26,269; John B.
Rich (EZ Construction Co., Subcontractor), DOTBCA No. 2518, 93-2
 25,761.  On the other hand, simply because a contract has been
"closed out" on the Government's books does not, in and of
itself, deprive the Board of jurisdiction, since post-contract
claims can be considered under language similar to "relating to
this contract" in the GPO "Disputes" clause, GPO Contract Terms,
Contract Clauses,  5(a).  See 20/20 Labs, Inc., VABCA No. 4458,
95-2 BCA  27,630; Tangfeldt Wood Products, Inc., AGBCA No.
82-272-3, 83-1 BCA  16,291; Forgy Construction Co., ASBCA No.
22016, 78-1 BCA  12,939.
Finally, in ruling on the Motion, the Board exercises plenary
review over these issues, and may consider the record and
exhibits outside the pleadings.  See Williams v. United States,
supra, 50 F.3d at 304 (citing Black Hills Aviation, Inc. v.
United States, 34 F.3d 968, 972 (10th Cir. 1994); Mortensen v.
First Federal Savings & Loan Association, 549 F.2d 884, 891 (3rd
Cir. 1977); Richland-Lexington Airport District v. Atlas
Properties, 854 F.Supp. 400, 407 (D.S.C. 1994)); CardioMetrix,
supra, 94-1 BCA at 130,698.  The Board has, in fact, looked at
the entire record and not just the pleadings, and indeed, the
sequence of events surrounding the contract is set forth in some
detail above because that chronology is critical to understanding
why the Board has concluded that it is without jurisdiction to
consider the parties' dispute in this case.  The reasons for the
Board's decision are as follows:

A.   The "final payment" doctrine applies to contracts awarded by
the Respondent by virtue of GPO's standard "Changes" and
"Payments" clauses, respectively.  GPO Contract Terms, Contract
Clauses,  4, 24.  Under the relevant language in those clauses,
the Appellant failed to properly preserve its right to an
equitable adjustment for reprinting the Forms.  An equitable
adjustment claim filed with GPO nearly three years after final
payment was made, which alleges that the contract specifications
were defective, is untimely, and cannot be considered by the
Board.

The "final payment" question raised by the Respondent's assertion
that the Appellant's claim is barred by the "Payments" clause of
the contract is a matter of first impression for the Board.  In
past cases, the Board has had to consider only the "housekeeping"
provisions of the "Payments" clause; e.g., what records and
documents does a contractor need to present to GPO in order to
get paid?  GPO Contract Terms, Contract Clauses,  24(a).  See
e.g., Swanson Printing Co., supra, slip op. at 28-29; B. P.
Printing and Office Supplies, GPO BCA 14-91 (August 10, 1992),
slip op. at 24, 1992 WL 382917.  Here, the "claim cut-off"
provision of that clause is in issue.  GPO Contract Terms,
Contract Clauses,  24(b).  This is not to say that the "final
payment" rule is virgin territory for the Board, but the doctrine
is usually invoked by the contractor as a defense to a Government
claim.  See e.g., See Vanier Graphics, Inc., supra (contractor
argued that GPO's "warranty" claim was untimely because the
agency failed to assert it within 120 days after final payment,
as required by the "Warranty" clause.  GPO Contract Terms,
Contract Clauses,  15(b)).  Accord Compania Petrolera Nacional,
ASBCA No. 44583, 94-3 BCA  26,988.  No other case in the Board's
annals has presented precisely the "final payment" question
raised here; i.e., is the Government entitled to rely on the
"final payment doctrine" as a defense to a contractor's assertion
of a post-contract equitable adjustment claim under the "Changes"
clause?  See GPO Contract Terms, Contract Clauses,  4(c)
(Changes).  Because the Respondent has interposed the doctrine as
an affirmative defense to the Appellant's claim, it bears the
burden of proof.  See Gulf & Western Industries, Inc. v. United
States, supra, 6 Cl. Ct. at 749; Optimal Data Corp., NASA BCA No.
381-2, 85-1 BCA  17,760, at 88,717; SEI Computer Services, VABCA
No. 1478, 81-2 BCA  15,399, at 76,293.

The Appellant, not surprisingly, has aimed a two-pronged assault
at the Respondent's "final payment" defense.  On the one hand,
the Contractor contends that the doctrine does not apply to the
subject equitable adjustment claim because it has never been paid
for reprinting the Forms, but only for the basic order, and thus,
the "Payments" clause is meaningless in the context of this
dispute.  On the other hand, the Appellant, relying on the
"Changes" clause, alleges that even if the "final payment"
principle did apply, its claim falls within at least two
exceptions to the rule; i.e., "prior notice" and "latent
defects."28  Basically, the latter argument is little more than
an assertion that it is entitled to the same protection from
"defective contract specifications," as a matter of equity, that
the Government enjoys for "latent defects in delivered products,"
as a matter of law-a sort of "what's sauce for the goose is sauce
for the gander" approach.  See Beacon Oil Co., supra, 84-2 BCA at
86,051 (citing Lester B. Knight & Associates, Inc., supra).  The
Contractor recognizes there is no case support for this position,
but simply appeals, hopefully, to the Board's sense of fairness
for that result.  Certainly, the Board is not reluctant to use
"fairness" as a yardstick to measure a contractor's compensation
in appropriate circumstances; indeed, that concept trumps strict
adherence to cost accounting principles in termination for
convenience cases.  See New South Press & Associates, Inc., GPO
BCA 14-92 (January 31, 1996), slip op. at 42-43, 1996 WL 112555
(citing Codex Corp. v. United States, 226 Ct. Cl. 693 (1981);
Richerson Construction, Inc., GSBCA Nos. 11161, 11263(11045)-
REIN, 11430, 93-1 BCA  25,239; Youngstrand Surveying, AGBCA No.
90-150-1, 92-2 BCA  25,017; Industrial Refrigeration Service
Corp., VABCA No. 2532, 91-3 BCA  24,093; Arctic Corner, Inc.,
VABCA No. 2392, 86-3 BCA  19,278; American Electric, Inc., ASBCA
No. 16635, 76-2 BCA  12,151).  However, "a contractor may not
use 'fairness' as a 'sword to dispense with its obligation to
prove its monetary claim,' whether a termination claim, or an
equitable adjustment claim for that matter."  See New South Press
& Associates, Inc., supra, slip op. at 44 (quoting J.W. Cook &
Sons, Inc., ASBCA No. 39691, 92-3 BCA  25,053, at 124,863).

The major purpose of the so-called "final payment doctrine" is to
protect the government against stale claims by establishing a
cut-off date to ensure that timely claims are asserted within the
life of a contract.  See Gulf & Western Industries, Inc. v.
United States, supra, 6 Cl. Ct. at 753-54 (citing Historical
Services, Inc., DOT CAB Nos. 72-8, 72-8A, 72-2 BCA  9592).  The
rule is a creature of contract.  Properly stated, the doctrine
holds that either party to a Government contract may not assert a
claim after final payment if the terms of contract so provide.
See Tri-O, Inc. v. United States, 28 Fed. Cl. 463, 472 (1993);
Mingus Constructors, Inc. v. United States, 812 F.2d 1387, 1391
(Fed. Cir. 1987), aff'g, Mingus Constructors, Inc. v. United
States, 10 Cl. Ct. 173 (1986); American Western Corp. v. United
States, 730 F.2d 1486, 1488 (Fed. Cir. 1984); Design and
Production, Inc. v. United States, 18 Cl. Ct. 168, 211 (1989).
See also Jo-Bar Manufacturing Corp. v. United States, supra;
Specialty Assembling & Packing Co. v. United States, 174 Ct. Cl.
153, 355 F.2d 554 (1966).  Thus, the legal effect of final
payment depends upon the express language of the contract.  See
Tri-O, Inc. v. United States, supra, 28 Fed. Cl. at 472;
American Western Corp. v. United States, supra, 730 F.2d at 1488;
Design and Production, Inc. v. United States, supra, 18 Cl. Ct.
at 211.  In the absence of such a contractual provision, the
final payment rule does not apply.  See Tri-O, Inc. v. United
States, supra, 28 Fed. Cl. at 472;  American Western Corp. v.
United States, supra, 730 F.2d at 1488-89; Design and Production,
Inc. v. United States, supra, 18 Cl. Ct. at 211; Compania
Petrolera Nacional, supra, 94-3 BCA at 34,412.  However, even if
the contract is silent, "where payment has been made and there
has been no objection within a reasonable time, there is a strong
presumption of an agreement as to the amount due, and it requires
strong evidence to rebut it."  See Powerine Oil Co., EBCA Nos
278, 280-283, 290, 300-305, 307, 321, 87-1 BCA  19,631, at
99,378 (citing Wayne Country Vinegar & Cider Corp. v. Schorr's
Famous Pickled Products, Inc., 460 N.Y.S.2d 109, 213 (1983).
Similarly, where a contract has been performed and the supplies
paid for, the transaction is presumed close.  Id. (citing DuBois
Construction Corp. v. United States, 98 F.Supp. 590, 598, 120 Ct.
Cl. 139, 176 (1951); Poole Engineering & Machine Co. v. United
States, 57 Ct. Cl. 232, 234 (1922); McQuagge v. United States,
197 F.Supp. 460, 470 (W.D. La. 1961)).

1.   The "final payment doctrine" defined: the "Changes" clause.

The contract at issue refers to the effect of final payments in
three provisions-the "Changes" clause, the "Warranty" clause, and
the "Payments" clause.  See GPO Contract Terms, Contract Clauses,
 4, 15, 24.  Only the "Changes" and "Payments on Purchase
Order" clauses are relevant here.29  The Appellant's choice, the
"Changes" clause, provides, in pertinent part:
The contractor must submit "any proposal for adjustment"
(hereinafter referred to as proposal) under this article within
30 days from the date of receipt of the written order.  However,
if the Contracting Officer decides that the facts justify it, the
Contracting Officer may receive and act upon a proposal submitted
anytime before final payment.

GPO Contract Terms, Contract Clauses, 4(c).  Except for some
minor word changes, the above paragraph is substantially the same
as paragraph (c) of the "Changes" clause for fixed-price
contracts in the Federal Acquisition Regulation (FAR); indeed,
the underscored language is identical.  See FAR  52.243-1(c)
(Changes-Fixed-Price).30  Accordingly, the Board gives the same
interpretation to GPO's "Changes" clause, and the rules
pertaining thereto, that the Executive Branch contract appeals
boards and the courts apply to the FAR "Changes" clause.  See
Graphicdata, Inc.,supra, slip op. at 99; Banta Co., supra, slip
op. at 34 (citing United States v. Aguon, 851 F.2d 1158 (9th Cir.
1988); Van Cleef v. Aeroflex Corp., 657 F.2d 1094 (9th Cir.
1981); L.B. Foster v. Railroad Service, Inc., 734 F.Supp. 818
(N.D.Ill. 1990)).

The case law regarding the relationship between the "final
payment doctrine" and the standard "Changes" clause is extensive.
A careful reading of the previous holdings by the Claims Court
and other agency boards of contract appeals disclose the few key
principles which provide the Board with a roadmap for its
analysis of this dispute.  First, we are told that there is no
general definition of the term "final payment" in the "Changes"
clause, but rather whether the Government's last check meets the
test of finality depends on the totality of the sequential facts
and circumstances of a given case.  See Gulf & Western
Industries, Inc. v. United States, supra, 6 Cl. Ct. at 754-55.
See also SEI Computer Services, supra, 81-2 BCA at 76,293.  In
that regard, while the common understanding is that final payment
occurs when the Government pays the contractor "in the normal
course of events" following delivery, acceptance, and the
submission of an invoice requesting payment, see Jo-Bar
Manufacturing Corp., supra, 210 Ct. Cl. at 157, 535 F.2d at 66;
Machinery Associates,Inc., ASBCA No. 14510, 72-2 BCA  9476, at
44,140, see also Specialty Assembling & Packing Co. v. United
States, 156 Ct. Cl. 252, 298 F.2d 794 (1962); United Ammunition
Container, Inc., ASBCA No. 21886, 78-2 BCA  13,253, those
factors constitute "significant indicia of 'final payment,'" as
contemplated under the "Changes" clause, but not a universal
definition of that term applicable in all cases, see Gulf &
Western Industries, Inc. v. United States, supra, 6 Cl. Ct. at
752-53; Wilcox Electric, Inc., DOT CAB No. 73-14, 74-2 BCA 
10,725, at 51,009.  Likewise, the Government's marking of its
payment voucher as "final" is of only minimal evidentiary value
and is, in no circumstances, dispositive of the issue of when
final payment occurred.  See Optimal Data Corp., supra, 85-1 BCA
at 88,717 (citing Gulf & Western Industries, Inc., supra, 79-1
BCA at 67,229; Northrop Carolina, Inc., ASBCA No. 13958, 71-2 BCA
 8970; Terry Industries, Inc., ASBCA No. 5957, 1962 BCA  3549);
SEI Computer Services, supra, 81-2 BCA at 76,293.  Indeed, an
agreement by the parties that a particular payment is to be
considered the last or final payment cannot bind the trier of
fact.  See Lloyd Kessler, Inc., AGBCA No. 88-170-3, 89-3 BCA 
22,055, at 110,960.

Second, although logically and reasonably the last check sent to
the contractor is considered the "final payment" for "Changes"
clause purposes, it is not always the contract balance payment.
See Gulf & Western Industries, Inc. v. United States, supra, 6
Cl. Ct. at 752.  In other words, if the contractor, prior to the
contract balance payment, asserts a timely claim, no matter how
informal, and transmits it to the contracting officer, the
contract remains open until the claim is paid, assuming it has
merit, in which event the later check, not the contract balance
payment, is the "final payment" under the "Changes" clause; i.e.,
there can be no final payment when there are claims pending.  See
Gulf & Western Industries, Inc. v. United States, supra, 6 Cl.
Ct. at 752-53; Lloyd Kessler, Inc., supra, 89-3 BCA at 110,960;
Historical Services, Inc., supra, 72-2 BCA at 44,838.  The key to
this rule, which preserves a constructive change claim beyond the
date of final payment, is some evidence that prior to the
purported final payment the contractor reasonably manifested to
the Government a present intention to seek recovery of money
based on a claim of legal right under the contract.  See Gulf &
Western Industries, Inc. v. United States, supra, 6 Cl. Ct. at
750; Jo-Bar Manufacturing Corp. v. United States, supra, 210 Ct.
Cl. at 157, 535 F.2d at 66; Optimal Data Corp., supra, 85-1 BCA
at 88,716; Beacon Oil Co., supra, 84-2 BCA at 86,051.  The rule
also applies where the contracting officer knows, or is properly
chargeable with knowledge, that at the time of final payment the
contractor is asserting a right to additional compensation, even
though no formal claim has been filed.  See Gulf & Western
Industries, Inc. v. United States, supra, 639 F.2d at 737; Jo-Bar
Manufacturing Corp. v. United States, supra, 210 Ct. Cl. at 157,
535 F.2d at 66; Optimal Data Corp., supra, 85-1 BCA at 88,716-17;
Beacon Oil Co., supra, 84-2 BCA at 86,051.  See also Toyad Corp.,
ASBCA No. 26785, 84-1 BCA  17,030; Etowah Manufacturing Co.,
Inc., ASBCA No. 23521, 80-1 BCA  14,438.  However, just because
the contracting officer may be charged with actual or
constructive knowledge of the pre-final payment claim, it does
not follow that after final payment the contractor is privileged
to make for the first time new and different claims unrelated to
those asserted prior to final payment.  See Gulf & Western
Industries, Inc. v. United States, supra, 639 F.2d at 736.

Third, the rule does not require any special words or formal
means of communication in order to present a cognizable claim for
additional compensation pursuant to the "Changes" clause.  See
Gulf & Western Industries, Inc. v. United States, supra, 6 Cl.
Ct. at 750; Jo-Bar Manufacturing Corp. v. United States, supra,
210 Ct. Cl. at 157, 535 F.2d at 66; Optimal Data Corp., supra,
85-1 BCA at 88,716.  Generally, the oral and written
communications between the parties are construed liberally in
determining whether or not a timely claim has been asserted.  See
Gulf & Western Industries, Inc. v. United States, supra, 639 F.2d
at 737 (citing Hoel-Steffen Construction Co. v. United States,
197 Ct. Cl. 561, 456 F.2d 760 (1972)); Optimal Data Corp., supra,
85-1 BCA at 88,717.  It is unnecessary to describe the substance
of the claim or the amount demanded, see Gulf & Western
Industries, Inc. v. United States, supra, 6 Cl. Ct. at 750;
Specialty Assembling and Packing Co. v. United States, supra, 156
Ct. Cl. at 254, 298 F.2d at 796; Machinery Associates, Inc.,
supra, 72-2 BCA at 44,141, nor is the contractor required to cite
the "Changes" clause or any other contract provision on which it
intends to rely, see Gulf & Western Industries, Inc. v. United
States, 6 Cl. Ct. at 749; Specialty Assembling and Packing Co. v.
United States, supra, 156 Ct. Cl. at 254, 298 F.2d at 796;
Optimal Data Corp., supra, 85-1 BCA at 88,717.  On the other
hand, the law does insist that the contractor's communication to
the contracting officer " bear some of the attributes of a claim
itself, purporting to be in the nature of a claim as of legal
right as opposed to a request for grace."  See Gulf & Western
Industries, Inc. v. United States, 6 Cl. Ct. at 749-50 (quoting
Specialty Assembling and Packing Company, Inc. v. United States,
supra, 156 Ct. Cl. at 254-55, 298 F.2d at 796); Optimal Data
Corp., supra, 85-1 BCA at 88,716.  This means that "the claim
must be presented with some specificity, and 'random comments
regarding performance problems or excess costs' will not be
construed as constructive notice of a pending claim."  Id., at
88,717 (quoting Etowah Manufacturing Co., Inc., supra, 80-1 BCA
at 71,183).
Finally, the "Changes" clause has been judicially interpreted to
contain a time limitation within which "a contractor must assert
his claims-30 days for actual changes, a reasonable period of
time for constructive changes and in any event no later than the
date of 'final payment.'" See Gulf & Western Industries, Inc. v.
United States, supra, 6 Cl. Ct. at 749 (citing Jo-Bar
Manufacturing Corp. v. United States, supra, 210 Ct. Cl. at
156-57, 535 F.2d at 66); Powerine Oil Co., supra, 87-1 BCA at
99,377-78 (citing American Western Corp. v. United States,
supra).  What constitutes a "reasonable time" is determined on a
case-by-case basis.  Id., at 99,378.  However, while a notice of
a claim based on a constructive change need not be presented
"within the specific number of days allowed" by the "Changes"
clause, but "the filing of a claim within the period of
administration of the contract" is clearly required.  Id.  See
also Optimal Data Corp., supra, 85-1 BCA at 88,716.


2.   The "final payment doctrine" defined: the       "Payments"
clause.

The "Payments" clause confronts the Board with a more difficult
problem.  Unlike the contract's "Changes" clause, there is
nothing in the FAR precisely like GPO's "Payments" clause.
However, this does not mean that there are no guideposts for the
Board to follow in interpreting the "Payments" clause in the
agreement.  Rather, there is sufficient precedent in the
Executive Branch under the CDA with respect to the various
"Payments" provisions in the FAR and the "final payment
doctrine," which, by analogy, provide insights into the meaning
of key words that are common in both GPO's "Payments" clause and
comparable FAR provisions.
The subject "Payments" clause states, in pertinent part, that
GPO's payments of contractor invoices are final and acceptance of
the check:
. . . operate[s] as a bar to the assertion of any exceptions by
the contractor to the amount paid by GPO unless the contractor
notifies the contracting officer in writing within 60 calendar
days of the date of such check.  Such notice shall specify the
exceptions taken to the sum tendered, and the reasons therefor.

GPO Contract Terms, Contract Clauses,  24(b). [Emphasis added.]
By way of both illustration and comparison, the "architect-
engineer" payments clause in the FAR provides:
Before final payment under the contract, or before settlement
upon termination of the contract, and as a condition precedent
thereto, the Contractor shall execute and deliver to the
Contracting Officer a release of all claims against the
Government arising under or by virtue of this contract, other
than claims that are specifically excepted by the Contractor from
the operation of the release in the amounts stated in the
release.

FAR  52.232-10(d) (Payments under Fixed-Price Architect-Engineer
Contracts). [Emphasis added.]  Similarly, the FAR conditions
final payment for construction contracts on, inter alia:

Presentation of release of all claims against the Government
arising by virtue of this contract, other than claims, in stated
amounts, that the Contractor has specifically excepted from the
operation of the release. . . .

FAR   52.232-5 (h)(3) (Payments under Fixed-Price Construction
Contracts). [Emphasis added.]  See also FAR  52.232-7(f)
(Payments under Time-and-Materials and Labor-Hour Contracts) (the
"Assignment" clause provides three types of "exceptions" to the
release required of the contractor as a condition precedent to
final payment under the contract).  It is well-settled that such
"Payments" clauses are for the benefit of the Government.  See
Jack L. Olsen, Inc., AGBCA No. 87-345-1, 91-2 BCA  23,850, at
119,530.

The most obvious difference between GPO's "Payments" clause and
the above-quoted FAR provisions is that the Executive Branch
requires a contractor to execute a written release before final
payment, while the Respondent does not.31  See Mingus
Constructors, Inc. v. United States, supra, 812 F.2d at 1391;
Beardsley, Beardsley, Cowden & Glass, supra, 95-2 BCA at 138,075;
S & J Contractors, supra, 93-3 BCA at 129,367; McMillin Brothers
Constructors, Inc., EBCA No. 328-10-84, 91-1 BCA  23,351, at
117,107; Pan-Alaska Construction, Inc., supra, 90-3 BCA at
115,717; Lloyd Kessler, Inc., supra, 89-3 BCA at 110,961.  GPO's
payment practice is confirmed by the record in this dispute;
i.e., there is no release signed by the Appellant in the appeal
file, neither party has referred to a release, and "one may
assume, if [a release] existed it would have brought to the
Board's attention."  Id.  On the other hand, there is one salient
feature which the Respondent's "Payments"clause does share with
the FAR payment provisions, namely the requirement that the
contractor must specifically except to the amount tendered by the
Government as final payment in order to preserve any outstanding
claims.  Indeed, if anything, GPO's clause is less stringent than
its FAR counterparts because whereas they require a contractor to
present its exceptions to the Government in conjunction with the
release before payment of the contract balance, the Respondent
provides contractors with a 60-day "grace period" following the
last check in which to notify the contracting officer of any
exceptions.  Compare GPO Contract Terms, Contract Clauses, 
24(b), with e.g.,  FAR  52.232-5 (h)(3), 52.232-7(f),
52.232-10(d).  Operationally, the expiration of the 60-day
exception period in GPO's "Payments" clause effectively serves as
a constructive release for all claims not excepted by the
contractor.

The law places on the contractor's shoulders the burden for
ensuring the adequacy of its exceptions to any final payment and
preserving its unresolved claims, since the requisite information
is in its hands.  See Mingus Constructors, Inc. v. United States,
supra, 812 F.2d at 1393-94 (citing Inland Empire Builders, Inc.
v. United States, 191 Ct. Cl. 742, 424 F.2d 1370 (1970)).
Furthermore, such exceptions are strictly construed against the
contractor, because the objective is to "put an end to the matter
in controversy."  See Mingus Constructors, Inc. v. United States,
supra, 812 F.2d at 1394; S & J Contractors, supra, 93-3 BCA at
129,367.  See also Siska Construction Co., Inc., VABCA No. 3470,
92-1 BCA  24,578.  As a consequence, so-called "blunderbuss
exceptions" which do nothing to inform the Government as to the
source, substance, or scope of the contractor's specific
contentions are ineffective and will not bar operation of the
"final payment" rule.  See Mingus Constructors, Inc. v. United
States, supra, 812 F.2d at 1394; H.L.C. & Associates Construction
Co. v. United States, 176 Ct. Cl. 285, 367 F.2d 586, 592 (1966);
Pan-Alaska Construction, Inc., supra, 90-3 BCA at 115,717.
Similarly, broad exceptions and vague assertions are legally
insufficient, see Mingus Constructors, Inc. v. United States,
supra, 812 F.2d at 1394; Vann v. United States, 190 Ct. Cl. 546,
420 F.2d 968, 972 (1970); S & J Contractors, supra, 93-3 BCA at
129,368, as are generalized complaints by contractors while
hazily stating their intention to make a claim at some
undisclosed future date, see Mingus Constructors, Inc. v. United
States, supra, 812 F.2d at 1394;32 S & J Contractors, supra, 93-3
BCA at 129,367 (citing N & P Construction Co., Inc., VABCA No[s].
2578, 2932, 3278-3288, 92-1 BCA  24,447 at 121,983; aff'd sub
nom., N & P Construction Co., Inc. v. Edward J. Derwinski, 979
F.2d 217 (Fed. Cir. 1992) (table)); Pan-Alaska Construction,
Inc., supra, 90-3 BCA at 115,717; Dave's Excavation, ASBCA No.
35533, 88-2 BCA  20,745 at 104,821.  The reason for such
judicial and administrative stringency is clear-in order to avoid
the operation of the "final payment doctrine" an "exception"
under the "Payments" clause (like a "Changes" clause adjustment
"proposal") must meet the standards of a cognizable "claim" as a
matter of law.  See Mingus Constructors, Inc. v. United States,
supra, 812 F.2d at 1394; Vann v. United States, supra, 420 F.2d
at 972; Pan-Alaska Construction, Inc., supra, 90-3 BCA at
115,717; S & J Contractors, supra, 93-3 BCA at 129,368.

3.   The "final payment doctrine" defined: What constitutes a
"claim?"

The FAR "Disputes" clause defines the term "claim" for the
Executive Branch.  See FAR  52.233-1(c) (Disputes).  In relevant
part, the FAR states that a claim is:
[A] written demand or written assertion by one of the contracting
parties seeking, as a matter of right, the payment of money in a
sum certain, the adjustment or interpretation of contract terms,
or other relief arising under or relating to this contract. . . .
However, a written demand or written assertion by the Contractor
seeking the payment of money exceeding $100,000 is not a claim
under the Act [CDA] until certified as required by paragraph (d)
(2) of this clause. . . .

FAR  52.233-1(c) (Disputes).  The FAR also establishes a six
year "statute of limitations" for filing such claims.  See FAR 
52.233-1(d)(2) (Disputes).  Basically, as understood within the
context of the FAR, for a contractor's payment exception to be
considered a claim it must: (1) "demand or assert as a legal
right the payment of stated amounts of money," or other relief
arising under or related to the contract; and (2) request a
decision from the contracting officer.  See Mingus Constructors,
Inc. v. United States, supra, 812 F.2d at 1395; Contract Cleaning
Maintenance, Inc. v. United States, 811 F.2d 586, 592-93 (Fed.
Cir. 1987); Tecom, Inc. v. United States, 732 F.2d 935, 937 (Fed.
Cir. 1984); Hoffman Construction Co. v. United States, 7 Cl. Ct.
518, 525 (1985); S & J Contractors, supra, 93-3 BCA at 129,368;
Pan-Alaska Construction, Inc., supra, 90-3 BCA at 115,717.  A
pre-existing dispute is not required.  See Reflectone, Inc. v.
Dalton, supra, 60 F.3d at 1575-76 (overruling Dawco Construction,
Inc. v. United States, 930 F.2d 872 (Fed. Cir. 1991)).  However,
the claim must be sufficiently detailed and quantified to enable
the contracting officer to make a meaningful decision.  See
Dave's Excavation, supra, 88-2 BCA at 104,821.
        Unlike the FAR, GPO's "Disputes" clause does not provide
        a definition for the word "claim."  However, the  PPR
        requires that a contractor's claim be accompanied by the
        following certification:
The undersigned, individually and as an authorized representative
of the contractor, hereby certifies that the above claim is made
in good faith and that the amount requested accurately reflects
the contract adjustment for which he/she believes the Government
is liable; that he/she has examined the claim and supporting data
and that to the best of his/her knowledge and belief it has been
prepared from the books of account and records of the contractor
in accordance with Government recognized cost principles and
accounting practices and is accurate, complete, and current as of
the date of submission; and, that the claim has been prepared
with knowledge that it will, or may, be used directly or
indirectly as a basis for settlement of a claim(s) against the
United States or any agency thereof.

PPR, Chap. X, Sec. 1,  3.33  From this provision it can be seen
that a properly filed claim under the regulations possesses
certain essential characteristics, namely: (1) it must be made in
good faith; (2) it the amount requested (the "sum certain") must
honestly and accurately reflect . . . the contractor's belief of
the Government's contract liability; (3) it must be prepared from
the contractor's books of account in accordance with Government
recognized cost principles and accounting practices; (4) it must
be accurate, complete, and current as of the date of submission;
and (5) it must be prepared for the purpose of furnishing a basis
for settlement.  See Universal Printing Co., supra, slip op. at
35.  These requirements are somewhat mirrored in the Board Rules
regarding Complaints.  Board Rules, Rule 6(a).  Furthermore, GPO
claims are subject to the same six year "statute of limitations"
that applies to Executive Branch claims.  See 28 U.S.C.  2401
(1994); 31 U.S.C.  3702(b)(1) (1994).  See also Swanson Printing
and Typesetting Co., supra, slip op. at 40-41; The Wessel Co.,
Inc., supra, slip op. at 45-46.

4.   The "final payment doctrine" applied.

As indicated by the foregoing discussion of the "final payment
doctrine" in the context of the "Changes" and "Payments" clauses,
in order to assert jurisdiction over the Appellant's challenge to
Contracting Officer Leonard's "final decision" of October 27,
1992-the only matter involved in this appeal by the Contractor's
own admission-the Board must find both that it meets the
requirements of a "claim," and that it was timely filed under the
contract.34  Stated otherwise, in order for final payment to have
occurred in this case so as to bar any claim subsequently
submitted to Leonard, it must be determined that at the
expiration of the "Payment" clause's 60-day grace period
following tender of the contract balance, the Contractor had not
excepted any legally cognizable "claim" and none was outstanding.
See GPO Contract Terms, Contract Clauses,  24(b).  Only when
that question is answered can it be determined whether GPO's
check of October 31, 1989 (R4 File, Tab M), the last one issued
under the contract, was the final payment with respect to any
such claim.  Thus, contrary to what the Respondent believes, the
focus here is not on whether the defective specification claim
presented to Contracting Officer Leonard is directly related to
Contracting Officer Watson's quality assurance findings and
actions with respect to the first shipment of Forms, but rather
on whether the defective specification claim was asserted,
constructively or formally, before final payment under contract
was made.  See Gulf & Western Industries v. United States, supra,
6 Cl. Ct. at 755 (citing Kegelman Brothers, ASBCA No. 19939, 77-1
BCA  12,276; Whittaker Corp., ASBCA No. 17730, 75-1 BCA 
11,179; Wilcox Electric, Inc., supra; Shore-Calnevar, Inc., ASBCA
No. 15715, 73-1 BCA  9837; Historical Services, Inc., supra;
Progressive Metal Equipment, Inc., ASBCA No. 15954, 72-1 BCA 
9301; Onsrud Machine Works, Inc., ASBCA No. 14800, 71-2 BCA 
9013; Erie Controls, Inc., IBCA No. 350, 1963 BCA  3924).  This
is so because "[f]inal payment should not be found as a matter of
surprise."  See Gulf & Western Industries v. United States,
supra, 6 Cl. Ct. at 755 (citing Northrop Carolina, Inc., supra).

When examined in the light most favorable to the Appellant, the
record in this appeal convinces the Board that final payment
under the contract occurred before the defective specification
claim was presented to the Respondent.  Indeed, the  tortured
history of this dispute is filled with numerous missteps by the
Contractor, while it was acting pro se, that ultimately
prejudiced its case.  To start with, the Appellant relies on
Shope's letters of April 7, 1989, and May 4, 1989,
respectively,35 to Contracting Officer Watson as evidence for its
allegation that prior to October 31, 1989, when GPO tendered its
final payment check, it had reasonably manifested a present
intention to seek additional compensation for reprinting the
rejected Forms as a claim of legal right under the contract.  See
Gulf & Western Industries, Inc. v. United States, supra, 6 Cl.
Ct. at 750; Jo-Bar Manufacturing Corp. v. United States, supra,
210 Ct. Cl. at 157, 535 F.2d at 66; Optimal Data Corp., supra,
85-1 BCA at 88,716-17; Beacon Oil Co., supra, 84-2 BCA at 86,051.
Thus, the Contractor believes that it did all that was necessary
to preserve its constructive change claim, and avoid the
consequences of the "final payment doctrine," because its
"informal" claim was still pending on the date the Respondent
issued its check for the contract balance.  See Gulf & Western
Industries, Inc. v. United States, supra, 6 Cl. Ct. at 752-53;
Lloyd Kessler, Inc., supra, 89-3 BCA at 110,960; Historical
Services, Inc., supra, 72-2 BCA at 44,838.  The Board does not
agree.

In determining if a timely claim has been asserted under the
circumstances of this case, the Board must give a liberal
construction to the oral and written communications between the
Appellant and GPO, see Gulf & Western Industries, Inc. v. United
States, supra, 639 F.2d at 737; Optimal Data Corp., supra, 85-1
BCA at 88,717, and disregard the apparent lack of detail and
formality in the parties' exchange of information and views, see
Gulf & Western Industries, Inc. v. United States, supra, 6 Cl.
Ct. at 749-50; Specialty Assembling and Packing Co. v. United
States, supra, 156 Ct. Cl. at 254, 298 F.2d at 796; Optimal Data
Corp., supra, 85-1 BCA at 88,717; Machinery Associates, Inc.,
supra, 72-2 BCA at 44,141.  Measured against that standard, the
Board does not read Shope's letter of April 7, 1989, the first
piece of correspondence relied on by the Contractor, as
constituting a claim.  Although the letter expresses the
Appellant's strong disagreement with the Respondent's findings
concerning the quality of the paper stock, it lacks the key
attribute of a claim; i.e., a demand for the payment of money or
other adjustment, as a matter of right, under the contract.  See
Universal Printing Co., supra, slip op. at 35.  Accord Mingus
Constructors, Inc. v. United States, supra, 812 F.2d at 1395;
Contract Cleaning Maintenance, Inc. v. United States, supra, 811
F.2d at 592-93; Tecom, Inc. v. United States, supra, 732 F.2d at
937 (Fed. Cir. 1984); David Grimaldi Co., ASBCA No. 36043, 89-1
BCA  21,341, at 107,594.  Furthermore, there is nothing in the
Contractor's letter which would support charging the Contracting
Officer with knowledge, that at the time of final payment, the
Appellant was asserting a contractual right to additional
compensation because the Respondent's inspection findings were
erroneous.  Id. (citing Jo-Bar Manufacturing Corp. v. United
States, supra, 535 F.2d at 66).  Indeed, the letter does not even
request a decision from the Contracting Officer from which an
appeal could be taken.  See Mingus Constructors, Inc. v. United
States, supra, 812 F.2d at 1395; Hoffman Construction Co. v.
United States, supra, 7 Cl. Ct. at 525.  Rather, the letter goes
no farther than asserting the Appellant's belief that the stock
met the contract specifications, and asking the Contracting
Officer to reevaluate the paper in light of Chicago Papers' test
results, which, by definition, is clearly a "request for grace,"
and not "constructive notice of a pending claim."  See Gulf &
Western Industries, Inc. v. United States, 6 Cl. Ct. at 749-50;
Specialty Assembling and Packing Company, Inc. v. United States,
supra, 298 F.2d at 796; David Grimaldi Co., supra, 89-1 BCA at
107,594; Optimal Data Corp., supra, 85-1 BCA at 88,716-17; Etowah
Manufacturing Co., Inc., supra, 80-1 BCA at 71,183.

       However, Shope's correspondence of May 4, 1989, is of a
       different character altogether.  After receiving Watson's
       letter of April 24, 1989, rejecting the first shipment of
       Forms because of "improper cuts in perforations," Shope
       responded with a clear request for a "final decision" from
       the Contracting Officer (or at least written confirmation
       that his April 24, 1989, letter served that purpose), for
       the express purpose of enabling the Contractor to pursue
       an appeal.36  Undoubtedly, the plain and manifest meaning
       of Shope's words was intended to place the Government on
       notice, prior to payment of the contract balance, that the
       Appellant was asserting a claim to extra compensation, as
       a matter of right under the contract.  See Gulf & Western
       Industries, Inc. v. United States, supra, 6 Cl. Ct. at
       750, 752-53; Jo-Bar Manufacturing Corp. v. United States,
       210 Ct. Cl. at 157, 535 F.2d at 66; Lloyd Kessler, Inc.,
       supra, 89-3 BCA at 110,960; Optimal Data Corp., supra,
       85-1 BCA at 88,716; Beacon Oil Co., supra, 84-2 BCA at
       86,051; Historical Services, Inc., supra, 72-2 BCA at
       44,838.  Furthermore, his language was sufficient to
       charge the Contracting Officer with knowledge that the
       Contractor is making a constructive changes claim.  See
       Gulf & Western Industries, Inc. v. United States, supra,
       639 F.2d at 737; Jo-Bar Manufacturing Corp. v. United
       States, supra, 210 Ct. Cl. at 157, 535 F.2d at 66; Optimal
       Data Corp., supra, 85-1 BCA at 88,716-17; Beacon Oil Co.,
       supra, 84-2 BCA at 86,051.  Assuming that the claim was
       filed within a reasonable period of time and hence was
       timely under the "Changes" clause, see Gulf & Western
       Industries, Inc. v. United States, supra, 6 Cl. Ct. at
       749; Powerine Oil Co., supra, 87-1 BCA at 99,377-78;
       Optimal Data Corp., supra, 85-1 BCA at 88,716, then it is
       equally unmistakable that Watson's response of July 6,
       1989, incorporating by reference his more detailed letter
       of April 24, 1989, "reaffirming" his rejection of the
       initial shipment of Forms, and directing the remanufacture
       of 16,470,000 copies, satisfied the clause's requirement
       for some action on the claim by the Contracting Officer
       before final payment; i.e., in this case, he rejected the
       claim.37  See GPO Contract Terms, Contract Clauses, 
       4(c).  In such a case, the "Changes" clause automatically
       converted the claim into a "dispute" under the "Dispute"
       clause, see GPO Contract Terms, Contract Clauses,  4(e),
       and thereafter, by operation of the contract, the
       Appellant had 90 days from the date it received Watson's
       letter to note an appeal to the Board or see his decision
       become "final and conclusive," see GPO Contract Terms,
       Contract Clauses,  5(b).

By the Board's calculations, if the U.S. Postal Service had
delivered Watson's letter within three days, the opportunity to
test his decision would have expired on or about October 7, 1989.
Admittedly, the Contractor did not appeal within that time frame,
allowing Watson's decision to become final, and depriving the
Board of jurisdiction to review it.  This is so even though the
Contracting Officer neglected to include the usual language of
finality and appeal rights required for a standard "final
decision" in his letter of July 6, 1989, see PPR, Chap. X, Sec.
1,  4.d (Contracting Officer Final Decision), which for CDA
forums would leave the appeal period open and preserve their
jurisdiction,38 because the Board is a creature of the contract
and has no such latitude.  For the Board to hold otherwise, would
be the equivalent of rewriting the terms of the parties
agreement, which it declines to do.  See Rose Printing, Inc.,
supra, slip op. at 28; Olympic Graphic Systems, supra, slip op.
37.  Accord Mingus Constructors, Inc. v. United States, supra,
812 F.2d at 1395-96; Specialty Assembling and Packing Co. v.
United States, supra, 156 Ct. Cl. 252, 298 F.2d at 796.
Therefore, from the standpoint of the "Changes" clause, on
October 31, 1989, the date the Government paid the contract
balance, there were no pending claims from the Contractor on
GPO's books, and without more, the "final payment doctrine"
should apply.  Cf. Gulf & Western Industries, Inc. v. United
States, supra, 6 Cl. Ct. at 752-53; Lloyd Kessler, Inc., supra,
89-3 BCA at 110,960; Historical Services, Inc., supra, 72-2 BCA
at 44,838.

Under normal circumstances, the Appellant's failure to timely
appeal Contracting Officer Watson's decision would have settled
the "final payment" question.  However, the unique 60-day "grace
period" feature of the contract's "Payments" clause, which
distinguishes the GPO provision from similar FAR clauses, kept
the door to finality open a little while longer.  See GPO
Contract Terms, Contract Clauses,  24(b).  Even so, the record
shows that the extra time granted by the contract for the purpose
of noting specific exceptions to the Respondent's payment of the
contract balance on October 31, 1989, was just another missed
opportunity by the Contractor.  If the Appellant believed that
the Government's final check represented less than full
compensation for its contract work, then it had an affirmative
obligation to make that fact known to GPO by means of a specific
exception to such payment within the 60 calendar day time limit
provided by the "Payments" clause.  See Mingus Constructors, Inc.
v. United States, supra, 812 F.2d at 1393-94; S & J Contractors,
supra, 93-3 BCA at 129,367.  Such an "exception," as previously
indicated, is nothing more than a cognizable legal "claim."  See
Mingus Constructors, Inc. v. United States, supra, 812 F.2d at
1394; Vann v. United States, supra, 420 F.2d at 972; Pan-Alaska
Construction,
Inc., supra, 90-3 BCA at 115,717; Dave's Excavation, supra, 88-2
BCA at 104,821; S & J Contractors, supra, 93-3 BCA at 129,368.

Counting from the date of the final payment check, as required by
the "Payments" clause, the "exceptions" period expired on
December 29, 1989.  It is undisputed that the Contractor accepted
the Government's final payment check, and did not note an
exception or otherwise object to the amount tendered within the
time allowed by the contract's "Payments" clause.39  When later
asked by Contracting Officer Leonard why he failed to make a
timely claim, especially if he believed that the perforation
specifications were wrong or that the Government made an error in
rejecting of the first shipment of Forms, Drysdale, the
Appellant's President, stated that because of "other problems at
that time" he simply "overlooked this job."  See R4 File, Tab S.
Regardless of the reason for its oversight, by virtue of the
express terms of the "Payments" clause, the Contractor's failure
to submit such a claim to the Contracting Officer during the 60-
day "grace period" raised a "final payment bar" against its
subsequent submittal, and constructively released the Government
from any further financial obligation to the Appellant.  See
Mingus Constructors, Inc. v. United States, supra, 812 F.2d at
1391; S & J Contractors, supra, 93-3 BCA at 129,368; McMillin
Brothers Constructors, Inc., supra, 91-1 BCA at 117,107; Pan-
Alaska Construction, Inc., supra, 90-3 BCA at 115,717.  In that
regard, the Board is as unwilling to rewrite the terms of the
contract for "Payments" clause purposes as it was with regard to
the "Changes" clause.  See Rose Printing, Inc., supra, slip op.
at 28; Olympic Graphic Systems, supra, slip op. 37.  Accord
Mingus Constructors, Inc. v. United States, supra, 812 F.2d at
1395-96; Specialty Assembling and Packing Co. v. United States,
supra, 156 Ct. Cl. 252, 298 F.2d at 796.

Clearly, at that point, if the Appellant had submitted a claim,
the Respondent would not have had to consider it, and the
contractual relationship between the parties would have ended in
1989.  However, as it turned out, one last door had to be shut
before GPO could close its books on the contract, and to the
Contractor's way of thinking, one last chance was presented for
the preservation of its claim.  In that regard, the precise
impact of the Government's invoking the contract's "Warranty"
clause on February 9, 1990, is a matter of some dispute between
the parties.  See GPO Contract Terms, Contract Clauses,  15(b).
The Respondent contends, in essence, that the "Warranty" clause
confers no benefits on the Appellant, while the crux of the
Contractor's argument is that GPO's warranty letter of February
9, 1990, effectively reopened the contract.  The significance of
their dispute in the context of this case is obvious-the claim
which forms the basis of the appeal relies on information
discovered while the parties were resolving a problem with the
Forms during the warranty period, and it was first asserted at
that time.  On the one hand, of course, the Appellant's post-
final payment theory that the perforation specification itself is
defective,40 is different enough from its pre-final payment
allegation that the Government simply misinterpreted that
contract provision in rejecting the first shipment of Form's
because of "improper cuts," to make the former claim legally
vulnerable on final payment grounds.  See Gulf & Western
Industries, Inc. v. United States, supra, 639 F.2d at 736.  On
the other hand, even if the Board viewed the contract in the same
light as the Appellant, it would still be constrained to find
that the Contractor had missed another opportunity to present its
claim to the Respondent before the "final payment doctrine"
barred its way.  Under the Appellant's "best case scenario,"
which would require the Board's agreement that in the interest of
fairness and equity the exceptions period for final payment
purposes under the "Payments" clause should not start to run
until the Government's rights under the "Warranty" clause had
expired, the Contractor would have had 60 calendar days from
April 17, 1990, the date it was informed that the Forms were
acceptable and "no further action will be taken" (R4 File, Tab
P), to submit its exceptions to GPO.  Thus, after June 16, 1990,
any claim based on Contracting Officer Watson's decision to
reject the first shipment of Forms and have them reprinted-
regardless of the theory of recovery-would have been time barred
by the "final payment doctrine."  See GPO Contract Terms,
Contract Clauses,  24(b).  It is undisputed that the Appellant
did not note an exception to GPO's contract balance check during
the 60 calendar day period between April 17, 1990, and June 16,
1990, and there is no evidence in the record to show that the
Contractor made any attempt to do so.

In fact, the record tells us after April 17, 1990, the parties
had no further communication about any matter relating to the
contract for more than two years.  This is not to say that the
Appellant had abandoned any thought about pursuing its "defective
specifications" claim in the meantime.  Rather, on November 15,
1991, the Contractor submitted a defective specification claim in
the amount of $126,524.90 to GAO seeking recovery for the
rejected shipment and other associated costs.  See R4 File, Tabs
Q and R. Except for the fact that the claim should have been
certified because of the amount involved (whether it was filed
under the PPR or the FAR), and was not, it had all of the
attributes of a cognizable claim.  See Universal Printing Co.,
supra, slip op. at 35.  Furthermore, the claim was filed within
the statutory six year imitations period.  See 28 U.S.C.  2401
(1994); 31 U.S.C.  3702(b)(1) (1994).  See also Swanson Printing
and Typesetting Co., supra, slip op. at 40-41; The Wessel Co.,
Inc., supra, slip op. at 45-46.  However, even if the "final
payment doctrine" was not a factor, the claim was fatally
defective because GAO is not an appropriate forum for reviewing
disputes related to the administration of GPO contracts.41  See S
& E Contractors, Inc. v. United States, 406 U.S. 1, 10-11, 92
S.Ct. 1411, 1417 (1972) (in the absence of fraud or bad faith,
GAO was without authority to review decision of the agency
sustaining its examiner's determination that amounts due the
contractor could not be retained to offset claims owed by the
contractor to other contractors and other agencies); National
Linen Service, B-257112 and B-257312, 73 Comp. Gen. 265, 267
(1994) ("As a general rule, . . . matters of contract
administration . . . are the responsibility of the contracting
agency."); Northwest EnviroService, Inc., B-247380.2, 71 Comp.
Gen. 453, 462 (1992) ("The January 31, 1992 letter . . . involves
a matter of contract administration which our Office does not
review.").  See also John Cibinic, Jr. and Ralph C. Nash, Jr.,
Administration of Government Contracts, 3rd ed.,  at 16 (The
George Washington University 1995) (hereinafter Cibinic & Nash,
Administration) ("While [GAO] has taken on broad responsibilities
in adjudicating disputes arising out of the award of Government
contracts, it has played a relatively limited role in matters
bearing on the day-to-day contract administration-primarily
because of the Comptroller General's conclusion that it lacks
authority to decide matters that fall within the ambit of the
disputes process, . . .".  [Emphasis added.])42  Indeed, the
record in this case shows that Mrs. Washington, an employee in
GAO's Claims Division, expressly told Contracting Officer Leonard
during their conversation on September 23, 1992, that while GAO
had no record of the claim, it would not have been considered in
any event.  See R4 File, Tab S.  Furthermore, although the
Appellant certainly had a right to seek GAO's opinion on its
claim, particularly if it had a question about GPO's liability, a
decision by that agency would not have been legally binding on
anyone except the Comptroller General; i.e., the Contractor would
have had the right to appeal the opinion to Federal Claims Court
if it was dissatisfied.  See S & E Contractors, Inc. v. United
States, supra, 406 U.S. at 10, 92 S.Ct. at  1417; Green County
Planning Board v. Federal Power Commission, 559 F.2d 1227, 1239
(2d Cir. 1976), cert. denied, 434 U.S. 1086 (1978) (citing United
States ex rel. Brookfield Construction Co. v. Stewart, 234
F.Supp. 94 (D.D.C.), aff'd, 199 U.S. App. D.C. 254, 339 F.2d 753
(1964)).  See generally Cibinic & Nash, Administration, at 17.
Instead, the only entity capable of rendering a "final and
conclusive" decision on the Appellant's claim is the Board, by
virtue of its "Disputes" clause authority, see GPO Contract
Terms, Contract Clauses,  5(b), subject, of course, to review by
the Federal Claims Court under standards set forth in the
Wunderlich Act, 41 U.S.C.  321, 322 (1994), see Richard C.
Swanson and Larry A. Ford, d.b.a. Swanson Printing & Typesetting
Co. v. United States, No. 94-185C, slip op. at 10 (Fed. Cl.
August 15, 1996) (unpublished); Fry Communications,
Inc./InfoConversion, Joint Venture, 22 Cl. Ct. 497, 503 (1991);
The Wessel Co., Inc., supra, slip op. at 24, n. 24.  See also
Foss, The First Decade, at 583.  As Justice Douglas stated in S &
E Contractors, Inc.:
By the disputes clause [footnote omitted] the decision of the AEC
[Atomic Energy Commission] is "final and conclusive" unless "a
court of competent jurisdiction" decided otherwise for the
enumerated reasons.  Neither the Wunderlich Act nor the disputes
clause empowers any other administrative agency to have a veto of
the AEC's "final" decision or authority to review it.  Nor does
any other Act of Congress except where fraud or bad faith is
involved, give any other part of the Executive Branch authority
to submit the matter to any court for determination.  In other
words, we cannot infer that by some legerdemain the disputes
clause submitted the dispute to further administrative challenge
or approval, [footnote omitted] and did not mean what it says
when it made the AEC's decision "final and conclusive."
[Citations omitted.]

See S & E Contractors, Inc. v. United States, supra, 406 U.S.  at
9-10, 92 S.Ct. at 1416-17.

Perhaps even more important for the purposes of this case, is the
fact that the Respondent never received a copy of the GAO claim,
nor was it ever notified by either the Appellant or GAO that one
had been filed.  The Board has ruled numerous times that only the
Respondent and its contractors are parties to GPO contracts-GAO
was not a party to the contract at issue, nor for that matter was
NSA.  See GPO Contract Terms, Contract Clauses,  1 (Contractual
Authority); PPR, Chap. 1, Sec. 2 (Definition of "Contracting
Officer"), Sec. 3,  2 (d) (Procurement Authority-Contracting
Officers).  See also Graphicdata, Inc., supra, slip op. at 60; B
& B Reproductions, GPO BCA 9-89 (June 30, 1995), slip op. at
37-38, 1995 WL 488447; RD Printing Associates, Inc., GPO BCA 2-92
(December 16, 1992), slip op. at 10, n. 11, 1992 WL 516088.
Thus, the Appellant's submission of its contract claim to GAO was
not the legal equivalent of filing it with GPO, and the
Respondent cannot be charged with notice of it.  Neither can the
lack of notice problem be cured by imputing to GPO knowledge that
the Contractor had submitted a claim to GAO, because the only
thing the two agencies have in common in this appeal is their
Legislative Branch status.43  See Graphicdata, Inc., supra, slip
op. at 78-78.  Accord Hawaiian Dredging & Construction Co., ASBCA
No. 25594, 84-2 BCA  17,290 (contract appeals board refused to
impute knowledge of the plans of the Department of Labor and the
Immigration and Naturalization Service to change the regulations
covering the use of alien workers on Guam to the procuring
agency, the Navy, which was as unaware of Labor's plans as the
contractor); Unitec, Inc., ASBCA No. 22025, 79-2 BCA  13,923
(board refused to impute knowledge of Corps of Engineers
personnel to Army's Fort Stewart personnel because there was no
"meaningful connection.").  Therefore, to all intents and
purposes, the Appellant's submitting its defective specification
claim to GAO on November 15, 1991, seems to have been a wasted
effort on its part, the result of which was a further delay in
the dispute resolution process of the Contractor's own making.

The record discloses that the Respondent's first inkling that
there was still a dispute relating to the subject contract came
on May 22, 1992, when it receive a telephone call from NSA.  See
R4 File, Tab R.  The record also shows that after NSA's call four
more months passed before the parties discussed the Appellant's
claim, while the new Contracting Officer, Leonard, who was
unacquainted with the original situation, conducted an
investigation and gathered facts about the matter.  See R4 File,
Tab S.  As previously indicated, during his conversation with
Leonard on September 28, 1992, Drysdale admitted that because of
an oversight due to "other problems at that time" the Contractor
failed to submit a claim in 1989, when it should have.  Id.  From
his statement, it is clear that Drysdale was unaware of Shope's
letters to Watson of April 7, 1989, and May 4, 1989, and the
Contracting Officer's responses of April 24, 1989, and July 6,
1989, until Leonard informed him of the past history of the claim
during their discussion.  On the other hand, it is also apparent
that Drysdale had in mind a totally different theory for the
claim than Shope; i.e., that the perforation specification itself
was defective, and not simply Shope's view that the Respondent
had misinterpreted that provision in determining that there were
"improper cuts in [the] perforations."  Accordingly, Drysdale
told Leonard that he might ask the Contracting Officer (meaning
Watson) for a final decision, and in fact, he did so a month
later by letter dated October 20, 1992.  See R4 File, Tabs S and
T.  Drysdale's letter to Watson is substantially the same as
Shope's letter of May 4, 1989, and is essentially a request for
reconsideration of the decision the Contracting Officer had
issued on July 6, 1989, more than three years earlier, rejecting
the claim.44

On October 27, 1992, Leonard, not Watson, responded to the
Appellant's request for a final decision.  See R4 File, Tab U.
However, instead of addressing the substance of the dispute, and
without designating his letter a "final decision," Leonard merely
told the Contractor that its claim was time-barred by the
"Payments" clause.  After receiving Leonard's letter, the
Appellant finally decided to employ the services of legal counsel
for the purpose of continuing pursuit of its claim.  To that end,
on December 23, 1992, Counsel wrote to Contracting Officer
Leonard asking him to reconsider his denial of the claim.  See R4
File, Tab V.  This time, Contracting Officer Watson, not Leonard,
wrote GPO's reply.  See R4 File, Tab W.  In his letter of January
5, 1993, Watson, unlike Leonard, focused on the substance of the
dispute, and specifically referring to his 1989 correspondence
with Shope.  Watson did not label his letter a "final decision"
either, although the clear implication is that it was intended to
serve that purpose.
     Only "final payment" issue was appealed to the Board on
     January 25, 1993.  Indeed, the Appellant's focus on
     Contracting Officer Leonard's decision is tantamount to a
     concession on its part that it is too late to raise a direct
     challenge to any of Contracting Officer Watson's actions in
     this case.  However, the Board cannot escape the feeling
     that it is dealing with a subterfuge, and that the
     Contractor's appeal of Leonard's response of October 27,
     1992, is really a "back door" attempt its dispute with
     Watson, and cure its lack of diligence in 1989.  Thus, the
     hidden issue regarding jurisdiction in this proceeding is
     whether the Contractor's  reconsideration requests of
     October 20, 1992, and December 23, 1992, respectively, were
     sufficient to revive its moribund claim?  In the Board's
     opinion, the answer to that question is "No!"

No one seriously questions a contracting officer's authority to
reconsider his/her final decision.  See Swanson Printing Co.,
supra, slip op. at 18, n. 19 (citing Riverside General
Construction Co., Inc., supra; G.A. Western Construction Co.,
IBCA 1550-2-82, 82-2 BCA  15,895; Prime Roofing, Inc., ASBCA No.
25836, 82-1 BCA  15,667 at 77477; Imperator Carpet & Interiors,
Inc., GSBCA No. 6167, 81-2 BCA  15,266).  Indeed, it has been
said that "the contracting officer not only is permitted to
correct an erroneous 'final decision' but has an obligation to do
so."  See Space Age Engineering, Inc., ASBCA No. 26028, 82-1 BCA
 15,766, at 78,033.  Where a contracting officer reconsiders an
earlier final decision the effect is to vacate the finality of
that decision.  See Swanson Printing Co., supra, slip op. at 18
(citing Roscoe-Ajax Construction Co. v. United States, supra;
Rainbow Construction Co., Inc., supra; Sach Sinha and Associates,
Inc., supra; Royal International Builders Co., supra; Johnson
Controls, Inc., supra). In such a case, a new final decision is
required to begin the running of the appeal period.  See Swanson
Printing Co., supra, slip op. at 18 (citing Information Systems &
Networks Corp. v. United States, supra; Birken Manufacturing Co.,
supra).  The principle was succinctly stated by the Armed
Services Board of Contract Appeals in Rainbow Construction Co.,
Inc., supra:
If a contracting officer's decision is not truly "final," but
being reconsidered, a "failure to appeal from the decision within
the prescribed period will not defeat . . . [a] contractor's
opportunity to be heard on the merits."  Johnson Controls, Inc.,
ASBCA No. 28340, 83-2 BCA  16,915 at 84,170.  The issue to be
resolved with respect to vitiation of "finality" is whether the
contractor has presented evidence showing it reasonable or
objectively could have concluded that the contracting officer's
decision was being reconsidered.  Sach Sinha and Associates,
Inc., ASBCA No. 46916, 95-1 BCA  27,499 (13 February 1995) and
cases cited.

See 95-1 BCA at 137,447.  However, the contractor does not have
an unlimited amount of time to ask the contracting officer to
reconsider his/her decision.  Rather, the law is clear that the
reconsideration request must be timely, see Riverside General
Construction Co., Inc., supra, 82-2 BCA at 80,049, which the
Board has interpreted as requiring that it be presented to the
contracting officer within the 90-day appeal period established
by the "Disputes" clause,45 see Swanson Printing Co., supra, slip
op. at 22-23 (citing Roscoe-Ajax Construction Co. v. United
States, supra, 198 Ct. Cl. at 148, 458 F.2d at 63; Johnson
Controls, Inc., supra, 83-2 BCA at 84,170).

As indicated above, the operative "final decision" for "Disputes"
clause purposes in this case was Contracting Officer Watson's
letter of July 6, 1989.46  Since the Board has found that
Drysdale's letter of October 20, 1992, was essentially a request
for reconsideration of that decision, the Appellant's three year
delay is, by definition, untimely.  Admittedly, Watson's letter
lacked the requisite language concerning finality and appeal
rights.  See PPR, Chap. X, Sec. 1,  4.d (Contracting Officer
Final Decision).  However, as the Board had said, that language
is for the benefit of an appellant, and its omission does not
preclude the Board from treating the letter as a final decision,
see Swanson Printing Co., supra, slip op. at 23 (citing Johnson
Controls, Inc., supra; R.G. Robbins Co., Inc., supra), and
starting the 90-day "appellate clock."  Furthermore, the Board
has already held that it because the source of its jurisdiction
is the contract itself, it does not have the leeway possessed by
its Executive Branch counterparts under the CDA to leave the
appeal period open if the contracting officer fails to give the
contractor complete and accurate notice of its appeal rights,47
see e.g., Pathman Construction Co. v. United States, supra, 817
F.2d at 1578; W. Echard v. General Services Administration,
supra, 94-2 BCA at 133,166; TPI International Airways, Inc.,
supra, 94-2 BCA at 133,068, for to do so would amount to an
impermissible rewriting of the terms of the agreement, see Rose
Printing, Inc., supra, slip op. at 28; Olympic Graphic Systems,
supra, slip op. 37.  Accord Mingus Constructors, Inc. v. United
States, supra, 812 F.2d at 1395-96; Specialty Assembling and
Packing Co. v. United States, supra, 156 Ct. Cl. 252, 298 F.2d at
796.  Therefore, as the Contractor did not appeal within the 90
days allowed by the "Disputes" clause, Watson's decision is now
"final and conclusive." and the Board cannot review it.48  See
GPO Contract Terms, Contract Clauses,  5(b).

In the final analysis, whether this case is examined from the
vantage point of the "Changes" clause, or is looked at from the
aspect of the "Payments" clause, it is clear that when all of the
facts and circumstances are considered, the only conclusion which
can be drawn is that the Appellant received final payment before
asserting the claim which it now seeks to pursue-years before, in
fact.  See e.g.,  Mingus Constructors, Inc. v. United States,
supra, 812 F.2d at 1393-94 ("Payments" clause); H.L.C. &
Associates Construction Co. v. United States, supra, 367 F.2d at
592 ("Payments" clause); Gulf & Western Industries, Inc. v.
United States, supra, 6 Cl. Ct. at 754-55 ("Changes" clause); S &
J Contractors, supra, 93-3 BCA at 129,367 ("Payments" clause);
Pan-Alaska Construction, Inc., supra, 90-3 BCA at 115,717
("Payments" clause); David Grimaldi Co., supra, 89-1 BCA at
107,594 ("Changes" clause); Optimal Data Corp., supra, 85-1 BCA
at 88,717-18 ("Changes" clause); SEI Computer Services, supra,
81-2 BCA at 76,293 ("Changes" clause).  In fact, this appeal is
very similar to the situation faced by the National Aeronautics
and Space Administration Board of Contract Appeals (NASABCA) in
Optimal Data Corp., in which the NASABCA barred several
constructive changes claims because they were filed five years
after completion of contract performance and payment of the
contractor's last voucher by the Government.  With the
contractor's acceptance of the payment without objection or
reservation of rights, the Government had closed the contract
file.  The NASABCA held that under these circumstances the
contractor knew or should have known that it had been paid in
full and that no further payment could be expected under the
contract.  See Optimal Data Corp., supra, 85-1 BCA at 88,717.
While the Government acknowledged the contractor had requested
payment of certain salary costs during the life of the contract,
nothing in the record established that the request was asserted
as a contract right, or manifested the contractor's intention to
file a claim prior to final payment.  Id., at 88,718.  Indeed,
the only evidence offered by the contractor to contradict the
Government's witnesses that they did not know about the claims
until they were filed long after the contract had been closed,
was a letter from its attorney written ten months after final
payment.  Id., at 88,717.  Therefore, on a record which showed
that the contractor had decided not to submit claims during the
life of the contract, and did not assert as a matter of legal
right its entitlement to an equitable adjustment under the
agreement, the NASABCA concluded that the Government could not be
charged with knowledge of the claims at the time of final
payment.  Id., at 88,718.  Indeed, it also found that since each
of the claims was conceived long after the contract was
completed, they were, in effect, an "afterthought."  Id. (citing
Morgan Management Systems, Inc., ASBCA No. 27648, 83-2 BCA 
16,728, at 83,200).

The factual similarity between Optimal Data Corp. and this appeal
is too striking to be ignored. Here, as in that case, the
Appellant presented its claim to the Respondent three years after
the contract balance had been paid, and long after contract
performance had been completed.  Since the Contractor accepted
the payment without noting an exception under the "Payments"
clause, GPO had closed the contract file.  Furthermore, although
the record shows that the Appellant did raise its objection to
the rejection of the first shipment of Forms as a matter of right
prior to final payment, unlike the situation in Optimal Data
Corp., it also tells us that the Contracting Officer's denial of
the claim was never appealed within the time limits of the
"Disputes" clause; i.e., the Contractor simply dropped the matter
and cashed the Government's last check.  Consequently, on this
record the Respondent cannot be charged with knowledge that the
Appellant had a pending claim at the time it made final payment,
but rather it seems more logical and reasonable to conclude that
the Appellant knew or should have known that as of December 29,
1989, when the "Payments" clause exceptions period expired (June
16, 1990 under the Appellant's more generous theory of the case),
it had been paid in full and that no further payment could be
expected under the contract.  Moreover, the evidence is even more
compelling than in Optimal Data Corp. that the claim which is the
subject of this proceeding, is, in effect, an "afterthought."  In
this case, the Contractor admits that its failure to make a claim
during the post-final payment exceptions period under the
contract was simply an oversight because its attention was
focused on other business problems at the time; i.e., it just
"forgot" to pursue its contractual rights.  Accordingly, when the
Board takes all of the circumstances shown in the record into
account, it finds itself in agreement with the reasoning and
conclusions of the NASABCA in Optimal Data Corp., and holds that
the contract in this case is closed because of a "final payment
bar" which releases the Respondent from any further financial
obligations to the Appellant.  See also Powerine Oil Company, et
al., supra, 87-1 BCA at 99,378 (claims filed by several
contractors 21 to 51 months after final payment were untimely
because there was no evidence that the contractors were hindered
from filing their claims during contract performance or prior to
final payment, and they allowed the contracts to be closed out
without making an objection within a reasonable time after
payment, which the board said created a strong presumption that
the parties had agreed on the amount due and that the
transactions were closed).
B. But for the fact of final payment, the Board would have
exercised its jurisdiction and accepted the Contractor's appeal
from Contracting Officer Leonard's letter of October 27, 1992.
The Board's policy, which is consistent with that followed by the
ad hoc panels before it, is that once the positions of the
parties are fully formed and ripe for consideration, it will
assert jurisdiction and not dismiss an appeal simply to cure a
technical deficiency.  To return a dispute to a contracting
officer for the sole purpose of securing a "final decision" which
technically conforms to the regulations would be promoting form
over substance.  However, the "final payment doctrine" has made
the so-called "final decision" dispute a moot issue.


The second issue in this case whether jurisdiction should be
assert over the appeal from Contracting Officer Leonard's letter
of October 27, 1992, despite the fact that it does not include
the requisite language of finality and appeal rights, or should
the Board return the matter to him for a specifically designated
final decision?  See PPR, Chap. X, Sec. 1,  4.d (Contracting
Officer Final Decision).  The Respondent insists on the latter
course, see Motion, at 2-3; RPC, at 6-7; R. Brf., at 8-10.; R. R.
Brf., at 6, while the Appellant contends that not only was the
appeal filed within the 90 days allowed by the "Disputes" clause
and the Board Rules, see GPO Contract Terms, Contract Clauses,
5(b) (Disputes); Board Rules, Rule 1(a), but it would be an idle
gesture in any event to require a formal final decision at this
late date, see Answer to Motion, at 7;  RPC, at 8; App. Brf., at
11, 14-15; App. R. Brf., at 8-11.  Obviously, in light of the
Board's application of the "final payment doctrine" the "final
decision" question is essential moot.  However, that were not so,
the Board would have sided with the Contractor on the issue.
Therefore, for the benefit of the parties in future cases, the
Board believes that it is worthwhile to briefly explain, once
again, the procedural ground rules regarding its appellate
jurisdiction.

As a rule, the issuance of a final decision by a GPO contracting
officer is the prerequisite to the Board's assertion of
jurisdiction over an appeal.  Board Rules, Preface to Rules,  I,
Jurisdiction for Considering Appeals; GPO Contract Terms,
Contract Clauses,  5 (Disputes); PPR, Chap. X, Sec. 1,  2, 4.
See Custom Printing Co., GPO BCA 28-94 (March 12, 1997), slip op.
at 81, n. 67, 1997 WL _____; Graphicdata, Inc., GPO BCA 35-94
(December 21, 1994), slip op. at 5, 1994 WL 837428 (hereinafter
Graphicdata III); Shepard Printing 1994, supra, slip op. at 28;
EPCo Associates, supra, slip op. at 3 (citing Associated Contract
Specialties Corp., ASBCA No. 37437, 90-3  23,258; Spruill
Realty/Construction Co., ASBCA No. 40477, 90-3 BCA  23,255).
See also Foss, The First Decade, at 588.  Thus, the underlying
precepts of the Board Rules are essentially the same as those of
the CDA, which places great emphasis on the role of the
contracting officer in resolving contract claims, makes his/her
decision an indispensable precondition to the assertion of a
contract appeal, and characterizes that final decision as "the
linchpin" for the contract appeal process.49  See Custom Printing
Co., supra, slip op. at 81-82, n. 67; Graphicdata III, supra,
slip op. at 5 (citing Paragon Energy Corp. v. United States, 645
F.2d 966 (Ct. Cl. 1981); Continental Products, Inc., ASBCA No.
45193, 93-2 BCA  25,879; John C. Grimberg Co., Inc., ASBCA No.
42695, 91-3 BCA  24,074; DHR, Inc., EBCA No. 401-12-87, 88-1 BCA
 20,451).  See also Dawco Construction, Inc. v. United States,
supra, 930 F.2d at 877, rev'd on other grounds, Reflectone, Inc.
v. Dalton, supra, 60 F.3d at 1575-76; Santa Fe Engineers, Inc. v.
United States, 818 F.2d 856 (Fed. Cir. 1987), aff'g, sub nom.
Santa Fe Engineers, Inc., ASBCA Nos. 28058 and 29362, 86-3 BCA 
19,092; Tecom, Inc. v. United States, supra; W.M. Schlosser Co.
v. United States, 705 F.2d 1336 (Fed. Cir. 1983); J.F. Shea Co.,
Inc. v. United States, 4 Cl. Ct. 46 (1983); Lee Ann Wyskiver,
PSBCA No. 3621, 95-2 BCA  27,755; R & E Electronics, Inc., VABCA
Nos. 2227, 2299, 2300, 85-3 BCA  18,316. Therefore, the Board
will not entertain new claims raised for the first time on
appeal.  See Custom Printing Co., supra, slip op. at 82, n. 67;
Shepard Printing 1994, supra, slip op. at 32.  Accord Dawco
Construction, Inc. v. United States, supra, 930 F.2d at 877,
rev'd on other grounds, Reflectone, Inc. v. Dalton, supra, 60
F.3d at 1575-76; J.F. Shea Co., Inc. v. United States, supra, 4
Cl. Ct. at 54.  See also Foss, The First Decade, at 589.

The "final decision" issue in this appeal arises because the
parties disagree about the purpose of Contracting Officer
Leonard's letter of October 27, 1992.  The Respondent, on the one
hand, says that the letter is not a final decision, but rather
the correspondence goes no farther than providing the Appellant
with the reason why no final decision would be issued on its
claim; i.e., the matter was closed by virtue of the "Payments"
clause.  See R. Brf., at 9-10; R. R. Brf., at 6.  The Contractor,
on the other hand, believes that Leonard's letter qualifies as a
final decision, even though it lacks any language of finality and
appeal rights, and contends that the Government's attempt to
dismiss it as a simple explanation ignores context in which it
was written.50  See Answer to Motion, at 7; RPC, at 8; App. Brf.,
at 12-15; App. R. Brf., at 9-11.  The difference between the two
positions can be ascribed to the fact that GPO sees the
Appellant's October 20, 1992, request for a final decision as a
renewal of the one made three years earlier on May 4, 1989, while
the Contractor views its correspondence as a separate and
distinct request based on a totally different theory of
recovery.51  Therefore, the question confronting the Board is
simple and direct-what are the essential characteristics of an
appealable final decision, and does Leonard's letter possess
them?  The timeliness of the Appellant's challenge to Leonard's
letter is not in issue.52
The first part of that question is easily answered.  The PPR
provides, in pertinent part:
   * * * * * * * * * *
b. The final decision should be as clear and complete as
possible.  It should include a statement of the facts, a
statement of the contractor's claim (with references to pertinent
parts of the contract), and [sic] indication of the facts upon
which the parties agree or disagree, and the statement of and the
basis for the Contracting Officer's decision.

   * * * * * * * * * *

d. The Contracting Officer's written decision must inform the
contractor that it is a final decision which may be appealed
under the "Disputes" article.  In order to ensure contractual
compliance and protection of the Government's interests, a
paragraph substantially as follows should be included in the
decision:

This is a final decision of the Contracting Officer, made
pursuant to article 5, "Disputes", of Contract Clauses in GPO
Contract Terms (Pub. 310.2), which is part of the contract.  It
shall be final and conclusive as provided therein, unless within
90 days from the date of receipt of this decision, a written
notice of appeal, addressed to the Board of Contract Appeals, is
mailed or otherwise furnished.  The notice shall indicate that an
appeal is intended, reference this decision, and identify the
contract by number.  In connection with any appeal proceeding,
you shall be afforded the opportunity to be heard and to offer
evidence in support of your appeal.  Pending resolution of any
such appeal, you shall proceed diligently with the performance of
the contract and in accordance with the Contracting Officer's
decision

   * * * * * * * * * *

See PPR, Chap. X, Sec. 1,  4.b., 4.d.  Thus, as described in
the PPR, there are five ingredients to a written final decision;
i.e., the decision should: (1) be as clear and complete as
possible; (2) include a statement of the facts; (3) say what the
contractor's claim is, citing pertinent parts of the contract;
(4) give the contractor the reason for the Contracting Officer's
decision; and (5) include language regarding finality and appeal
rights.

The second half of the question is not so easily answered because
it is clear that Leonard's letter of October 27, 1992, possesses
some these five characteristics, but not others.  In that regard,
the Contracting Officer's correspondence meets the tests of
clarity and providing a decisional rationale; i.e., there is no
mistaking the Respondent's position in this matter.  On the other
hand, the letter does not contain a fact statement or, most
glaringly, the requisite language of finality and appeal rights,
and the only contract reference is to the "Payments" clause, GPO
Contract Terms, Contract Clauses,  24(b), for the purpose of
establishing GPO's defense to the claim.  Clearly, if the PPR was
strictly followed, Leonard's letter would not satisfy the
standards for a final decision.53  However, as already noted, the
PPR is not narrowly construed by the Board.  Rather, it believes
that it has the discretion to waive the regulation in appropriate
circumstances, and docket an appeal, notwithstanding the fact
that a contracting officer has failed to meet all regulatory
requirements.  See Swanson Printing Co., supra, slip op. at 23
(contracting officer's letter was an appealable final decision
even though he omitted language of finality and appeal rights.
Citing Johnson Controls, Inc., ASBCA No. 28340, 83-2 BCA 
16,915; R.G. Robbins Co., Inc., supra).  Indeed, since the Board
lacks "deemed denial" authority,54 the Board Rules expressly
allow it to accept a contractor's appeal without any final
decision whatsoever, and stay further proceedings until the
contracting officer issues one pursuant to an order from the
Board.55  See Board Rules, Rule 1(d).  See also Graphicdata II,
supra, slip op. at 9-10; EPCo Associates, supra, slip op. at 3-4.
Accord Advanced Materials, Inc., supra; Trans-Atlantic
Industries, Inc., supra; ACS Construction Co., supra.  As the
Board has observed, the reason is that: ". . . a contracting
officer [cannot] frustrate the appeals process by refusing to
issue a final decision."  See EPCo Associates, supra, slip op. at
3.

Both parties acknowledge the Board's authority to docket an
appeal in the absence of a final decision, see Board Rules, Rules
1(b) and 1(c), but seem to differ on the necessity of a
contractor to specifically raise that matter in its notice-the
Respondent says a contractor must, see Motion, at 2; R. Brf., at
8-9, while the Appellant states that a contractor is not required
to do so, see App. R. Brf., at 11-12.  On this question, the
Board's reading of section 605(c)(4) of the CDA,56 41 U.S.C. 
605(c)(4) (1994), the comparable provision for the Executive
Branch, tells it that the Contractor has the better argument.  In
any event, it is unnecessary to decide that issue in the context
of this case.  Suffice it to say, that where, as here, a
contractor files a claim with the Board when there is technically
no final decision by the contracting officer, the Board and its
predecessor ad hoc panels have consistently asserted jurisdiction
on the ground that once the positions of the parties are fully
formed and ripe for consideration, no good purpose would be
served in sending the case back to the contracting officer simply
to cure a technical deficiency.  See New South Press, supra, slip
op. at 1-2, n. 1 (where the contractor asserted a new legal
theory of recovery on appeal which increased the amount claimed,
it was unnecessary to secure another final decision because,
inter alia, the contracting officer had no misapprehension about
the basic factual allegations underlying the claim, the
Government never objected to the amendment, the parties had
already briefed the threshold issue, and besides it was clear
from the record that regardless of the amount claimed, the
contracting officer would still have denied it based on his
interpretation of the contract); Graphicdata, II, supra, slip op.
at 9 (although the contractor's appeal was technically premature
because its claim was still being audited by GPO's Office of the
Inspector General (OIG), and the contracting officer, who had
requested the audit, needed the results in order to issue a final
decision, in light of the OIG's commitment to complete its
investigation by a date certain and the contracting officer's
promise to render a final decision within two weeks after
receiving the report, the Board asserted jurisdiction, believing
that under the circumstances dismissal of the appeal, followed by
the taking of a new appeal, and then redocketing, would be
inefficient and an elevation of form over substance.  Citing So-
Pak-Co., Inc., supra; Cessna Aircraft Co., ASBCA No. 43196, 92-1
BCA  24,425); Universal Printing, supra, slip op. at 21-22, n.
20 (no need for a contractor to go through the "charade" of
filing a claim and requesting a decision from the contracting
officer where the Government has issued a unilateral modification
reducing the contract price, because that would be an
unnecessary, delaying and expensive formality.  Citing P.X.
Engineering Co., ASBCA No. 38215, 89-2 BCA  21,859); Pikes Peak
Lithographing Co., supra, slip op. at 1, n.1 (while there was
technically no final decision by the contracting officer, the ad
hoc panel asserted jurisdiction over a contractor's equitable
adjustment claim to cover the cost of reprinting an order of maps
because the positions of the parties were fully crystallized, and
it would have been an idle gesture to send the case back to the
contracting officer for a mere formality. Citing Conrad, Inc.,
supra).  Accord Clark's Aerial Service, Inc., supra; Young Metal
Products, supra.  The parties should have no doubt that the Board
would have followed the traditional policy in this case and
asserted jurisdiction over the appeal from Leonard's letter of
October 27, 1992, responding to the Contractor's request for a
final decision made a week earlier.
In the final analysis, the door to this forum is closed to the
Appellant not for reasons of untimeliness, or any other
procedural imperfection.  Rather, it is the operation of a rule
of law-the "final payment doctrine"-which deprives the Board of
jurisdiction to hear the appeal in this case.  Accordingly, for
these reasons, the dispute between the parties over whether the
Contractor should be required to seek a proper final decision
from the Contracting Officer, is a moot issue.

   VI. ORDER

The Board finds and concludes that: (1) the Appellant's equitable
adjustment claim alleging that the contract specifications were
defective, which it submitted nearly three years after the
Respondent had paid the contract balance, is barred by operation
of the "final payment doctrine;" (2)  that rule of law also
deprives the Board of jurisdiction to hear the Contractor'
appeal; and (3) but for the fact of final payment, the Board
would have exercised its jurisdiction and accepted the appeal
from Contracting Officer Leonard's letter of October 27, 1992;
however, that issue is now moot.  THEREFORE, the Motion is
GRANTED and the appeal is DISMISSED for lack of jurisdiction.
It is so Ordered.

April 30, 1997                        STUART M. FOSS
Administrative Judge
1 The Contracting Officer's appeal file, assembled pursuant to
Rule 4 of the Board's Rules of Practice and Procedure, was
delivered to the Board on March 11, 1993.  GPO Instruction
110.12, Subject: Board of Contract Appeals Rules of Practice and
Procedure, dated September 17, 1984, Rule 4(a) (Board Rules).  It
will be referred to hereafter as the R4 File, with an appropriate
tab letter also indicated.  The R4 File contains twelve (23)
documents, identified as Tabs A-W.  Subsequently, on April 13,
1993, the Appellant submitted 12 additional documents for
inclusion in the appeal file.  Board Rules, Rule 4(b).  Those
documents will be referred to hereinafter as "App. Exh. No.,"
with an appropriate number thereafter.
2 It seems to the Board that the more appropriate motion in this
case would have been one for summary judgment.  See Vanier
Graphics, Inc., GPO BCA 12-92 (May 17, 1994), 1994 WL 275102.
Accord Beardsley, Beardsley, Cowden & Glass, VABCA Nos. 4545,
4546, 95-2 BCA  27,694;  Pan-Alaska Construction, Inc., ASBCA
No. 38525, 90-3 BCA  23,500.  See also S & J Contractors, VABCA
No. 3743, 93-3 BCA  26,022 (Government's motion to dismiss
treated as a motion for summary judgment).  However, the Board
has stated on numerous occasions, that it will not "second guess"
the Government's procedural choices, but rather it will decide a
case in the form presented to it.  See Graphicdata, Inc., GPO BCA
35-94 (June 14, 1996), slip op. at 97-98, 1996 WL _____;
Universal Printing Co., GPO BCA 9-90 (June 22, 1994), slip op. at
33-34, 1994 WL 377586; Shepard Printing, GPO BCA 23-92 (April 29,
1993), slip op. at 14-15, n. 20, 1993 WL 526848 (hereinafter
Shepard Printing 1993); Stephenson, Inc., GPO 2-88 (December 20,
1991), slip op. at 19-20, n. 22, 1991 WL 439274; Stabbe Senter
Press, GPO BCA 13-85 and 19-85 (May 12, 1989), slip op. at 53,
1989 WL 384977.  Accord Condor Reliability Services, Inc., ASBCA
No. 40538, 90-3 BCA  23,254; Goetz Demolition Co., ASBCA No.
39129, 90-3 BCA  23,241; Kinetic Engineering & Construction,
Inc., ASBCA No. 30726, 89-1 BCA  21,397; Celesco Industries,
Inc., ASBCA No. 22251, 79-1 BCA  13,604.
3 The record indicates that the two month gap between the Motion
and the Answer to Motion was due to the fact that Counsel for the
Appellant never received the service copy, and only became aware
that GPO was seeking dismissal on jurisdictional grounds when
Counsel called the Board on June 3, 1993, to see if the
Government had filed an Answer. See Order Scheduling A Prehearing
Conference, dated July 9, 1993, at 2-3.  Counsel for the
Appellant subsequently secured a second copy of the Motion from
Counsel for GPO and filed the Answer to Motion.
4 Those issues, which the Board announced at the outset of the
conference, were: (a) whether the Board lacks jurisdiction to
consider this appeal for the reasons stated by the Respondent in
its Motion; and (b) whether the Respondent must file a timely
Answer to the Complaint, notwithstanding that the Board has yet
to rule on its Motion?  See Report of Prehearing Conference,
dated January 10, 1994, at 2 (hereinafter RPC).  In light of the
Board's decision in this proceeding, the second question is
answered in the negative.
5 The RPC inadvertently omitted the Board's instructions that
reply briefs would be due within two weeks after the date the
parties exchanged initial briefs.  Board Rules, Rule 16.  The
omission was brought to the Board's attention by the Appellant,
see Appellant's Comments on Report of Prehearing Conference,
dated February 9, 1994, and corrected, see Order Extending
Briefing Schedule, dated February 15, 1994, at 2.
6 The record also contains an undated memorandum from Shope
summarizing the paper stock controversy, and noting that he was
told by QCTD employee Christina Ridge that the Contractor "didn't
notch the [perforations] as per [the specifications]" (App. Exh.
No. 3).  Shope replied by telling Ridge that she had misread the
specifications, and that the Appellant "had just shipped another
18,000,000 forms with the [perforations] being notched."  Id.
7 The Board has cited the 1990 version of the PPR.  However, the
relevant provision was unaffected by the 1990 revisions.
8 The record shows that on May 10, 1989, the QCTD took steps to
begin a reevaluation of the original shipment of Forms (R4 File,
Tab J).  After retrieving the necessary samples from the
Appellant's plant, the QCTD tested  the paper stock again (R4
File, Tab J).  In its report, dated June 7, 1989, the QCTD said
that although there was still no color match, the results of the
second test, unlike the first inspection, indicated that the
paper met the physical characteristics required by the
specifications, and it agreed with Chicago Paper's findings with
respect to basis weight and folding endurance (R4 File, Tab J).
Furthermore, a second QCTD report on June 22, 1989, stated that
"[t]he paper complies with GPO issued specification for a 20 lb.
C.W. Writing Paper" (R4 File, Tab J).
9 In addition, on March 20, 1989, the Appellant received a fifth
check, in the amount of $7,986.08, to cover the extra costs
authorized by Contract Modification No. 2, dated February 13,
1989 (R4 File, Tabs D and L).
10 Specifically, the record shows that the Appellant's President,
Marion L. Drysdale, told GPO Printing Specialist Jeff MacAfee,
who was apparently coordinating schedules between the Contractor,
the Respondent, and NSA for the inspection, that he "wasn't sure
if the 3800 IBM accepted a vertical perf[oration] less than 1"
from the side margin . . ." (R4 File, Tab M).  This information
was conveyed to Stanley Greenleaf, NSA's Stock Manager, who said
he would look into the margin issue (R4 File, Tab M).  A few days
later, Charles Booth, a Quality Assurance Specialist in the QCTD,
informed MacAfee that "the IBM 3800 system has restrictions on
the vertical (marginal perf[oration]s) of a minimum of 1" inch
[sic]-this information is available from the IBFI Technical
Manual (International Business Forms Industry)" (R4 File, Tab M).
See App. Exh. No. 12.  MacAfee then asked Greenleaf to have NSA's
machine maintenance person contact him about the margin matter
(R4 File, Tab M).  However, there is nothing in the record to
show that the NSA technician ever discussed the margin problem
with MacAfee.
11 The copy of the IBM Manual in the record was furnished to
Drysdale by Dennis Messenger, NSA's Data Processing Supervisor,
on February 16, 1990, at the Forms test.  See App. Exh. No. 11;
Answer to Motion, at 5.
12 According to the Appellant, the IBM Manual stated that forms
printed on the 3800 Model 3 Printer could have "no vertical
perforations," and NSA agreed that it "had erred in preparing
their specifications" (R4 File, Tabs Q and R).
13 After the appeal was filed, Counsel for the Appellant wrote to
Contracting Officer Watson, by letter dated March 31, 1993,
renewing the Contractor's request for a final decision.  See
Motion, Attachment; App. Brf., Attachment B.  During the
prehearing conference, Counsel for the Appellant claimed that the
letter was unrelated to the appeal, notwithstanding that except
for the fact that Purchase Order 81302 is misreferenced as "Print
Order 81320," the issues and documents are identical.  See RPC,
at 7, n. 4.   See also Answer to Motion, at 6-7; App. Brf., at
10-12 (letter of March 31, 1993, asks for an final decision
concerning Contracting Officer Watson's rejection of the Forms,
while the subject appeal relates to Contracting Officer Leonard's
denial of its claim for an equitable adjustment for all
additional costs under the contract because of the defective
perforation specification).  The Respondent, on the other hand,
viewed the letter of March 31, 1993, as definitely related to the
issues in this case, but untimely.  See Motion, at 2; RPC, at 7;
R. Brf., at 5-6, 10.

14 As the Appellant correctly observes, the Respondent has cited
the wrong Beacon Oil Co. decision.  See App. Brf., at 6.  In that
regard, in its the Beacon Oil Co. opinion at 83-1 BCA  16,217,
the Department of Energy Board of Contract Appeals (EBCA) simply
dismissed the appeal without prejudice for lack of jurisdiction
because the contractor's claim in excess of $50,000.00 was not
certified as required by Section 6(c)(1) of the Contract Disputes
Act of 1978 (hereinafter CDA), 41 U.S.C.  605(c)(1) (1994).  For
the purposes of this case, the correct citation is Beacon Oil
Co., EBCA Nos. 215-6-82 and 216-6-82, 84-2 BCA  17,279, in which
the EBCA held that the "final payment" rule barred the
contractor's refund claim on payments he made on oil purchased
from the Government.
15 The Respondent mistakenly asserts that it sent its final
payment check to the Appellant on August 21, 1989, and that the
rule is tolled from that date.  R. Brf., at 2, 4 (citing R4 File,
Tabs L and U).  However, the Board has already found that the
final payment check was issued on October 31, 1989 (R4 File, Tab
M).  Factual Finding No. 11.  Indeed, the GPO could not have
invoked the "Warranty" clause if it were otherwise, because
February 9, 1990, is more than 120 days after August 21, 1989-by
the Board's estimation the warranty period would have expired on
December 21, 1989.  See GPO Contract Terms, Contract Clauses, 
15(b).  On the other hand, either date-August 21, 1989, or
October 31, 1989-is within the time frame encompassed by the
Government's central argument; i.e., the claim filed on November
5, 1991, is untimely under the "final payment" rule.
16 Although the Respondent does not place a label on its
position, it sounds like a claim of "laches" to the Board.  The
Appellant sees this argument the same way.  See App. R. Brf., at
6-7 (citing Farmers Grain Co. of Esmond v. United States, 29 Fed.
Cl. 684 (Cl. Ct. 1993); Fraass Surgical Manufacturing Co. v.
United States, 505 F.2d 707 (Ct. Cl. 1974); Zinger Construction
Co., ASBCA No. 39596, 91-1 BCA  23,294; Baifield Industries,
Division of A-T-O, Inc., ASBCA No. 19025, 75-1 BCA  11,245).
However, the Contractor is in error when it says that the Court
of Claims "has never applied the defense of laches in a contract
action."  See App. R. Brf., at 7, n. 3 (citing Fraass Surgical
Manufacturing Co. v. United States, supra, 505 F.2d at 710).  To
the contrary, the Court of Claims and the Federal Circuit have
recognized the doctrine of laches in contract cases, see e.g.,
S.E.R., Jobs for Progress, Inc. v. United States, 759 F.2d 1, 8-9
(Fed. Cir. 1985); Barrow Utilities & Electric Cooperative, Inc.
v. United States, 20 Cl. Ct. 113, 121 (1990), and deem it
applicable to the period between accrual of a claim and its
submission to the contracting officer, id.; La Coste v. United
States, 9 Cl. Ct. 313, 315-16 (1986).  Basically, laches is an
equitable doctrine under which relief is denied to one who
unreasonably and inexcusably delays in the assertion of a claim,
thereby causing injury or prejudice to the adverse party.  See
S.E.R., Jobs for Progress, Inc. v. United States, supra, 759 F.2d
at 5 (citing Brundage v. United States, 205 Ct. Cl. 502, 504 F.2d
1382, 1384 (974)); Rudolph Bieraeugel, Stahl-und Metalbau,
Gesellschaft mit beschraenkter Haftung, ASBCA No. 47145, 95-1 BCA
 27,536, at 137,220; Delco Systems Operations, Delco Corp.,
ASBCA No. 37097, 90-3 BCA  23,245, at 116,632.  The elements
necessary to invoke the doctrine are unreasonable delay and
resulting prejudice.  Consequently, the defense of laches
requires proof of: (a) lack of diligence by the party against
whom the defense is asserted; and (b) prejudice to the party
asserting the defense.  See S.E.R., Jobs for Progress, Inc. v.
United States, supra, 759 F.2d at 5; Barrow Utilities & Electric
Cooperative, Inc. v. United States, supra, 20 Cl. Ct. at 121;
United Technologies Corp., Pratt & Whitney Group, Government
Engines and Space Propulsion, ASBCA Nos. 46880, 46881, 46882,
46883, 46884, 47464, 47465, 47466, 47467, 47468, 47469, 47470,
47495, 95-1 BCA  27,592, at 137,480; Rudolph Bieraeugel, Stahl-
und Metalbau, Gesellschaft mit beschraenkter Haftung, supra, 95-1
BCA at 137,220; Delco Systems Operations, Delco Corp., supra,
90-3 BCA at 116,632.  There is no presumption of prejudice, and
the burden of proving prejudice from the late assertion of claims
is on the party defending against such claims.  See United
Technologies Corp., Pratt & Whitney Group, Government Engines and
Space Propulsion, supra,  95-1 BCA at 137,480; Rudolph
Bieraeugel, Stahl-und Metalbau, Gesellschaft mit beschraenkter
Haftung, supra, 95-1 BCA at 137,220; Delco Systems Operations,
Delco Corp., supra, 90-3 BCA at 116,632; Chimera Corp., Inc.,
ASBCA No. 18690, 76-1 BCA  11,901, at 57,030.  Similarly, the
mere passage of time alone does not constitute laches; the delay
must be "unreasonable and unexcused."  See United Technologies
Corp., Pratt & Whitney Group, Government Engines and Space
Propulsion, supra, 95-1 BCA  27,592, at 137,480 (citing Cornetta
v. United States, 851 F.2d 1375 (Fed. Cir. 1988); Barrow
Utilities & Electric Cooperative, Inc. v. United States, supra).
17 The Respondent, of course, denies that its contract
specifications were defective.  See RPC, at 5.
18 The Appellant's simple response is that while Board Rules,
Rules 1(a) and (c) allow a contractor to note an appeal and cite
a contracting officer's failure to issue a final decision,
nothing in the rules compels it to do so.  See App. R. Brf., at
11-12.  In that regard, it should be noted that there is nothing
in the Board Rules comparable to the "deemed denial" rule under
the CDA, 41 U.S.C.  605(c)(5) (1994), which permits an Executive
Branch contract appeals board to find that a contracting
officer's failure to issue a final decision within a reasonable
period may be taken as a denial of the claim for the purpose of
asserting jurisdiction.  See EPCo Associates, GPO BCA 26-93
(November 18, 1993), slip op. at 3, n. 4, 1993 WL 526919.  See
generally, Matthew S. Foss, U.S. Government Printing Office Board
of Contract Appeals: The First Decade, 24 PUB. CONT. L. J. 579,
589 (1995) (hereinafter Foss, The First Decade).
19 Although the Appellant has characterized its claim as one for
"damages," that label, in and of itself, would not deprive the
Board of jurisdiction to hear it.  It is settled law that the
Board has no jurisdiction over "pure" breach of contract claims;
i.e., a claim for damages not redressable under a specific
contract provision.  See e.g., Rose Printing, Inc., GPO BCA 32-95
(December 16, 1996), slip op. at 27, 1996 WL_____; R.C. Swanson
Printing and Typesetting Co., GPO BCA 15-90 (March 6, 1992), slip
op. at 41, 1992 WL 382924; The Wessel Co., Inc., GPO BCA 8-90
(February 28, 1992), slip op. at 27, n. 9, 37-39, 1992 WL 487877.
See generally, Foss, The First Decade, at 587.  On the other
hand, the Board routinely entertains equitable adjustment
requests, see e.g., Swanson Printing Co., GPO BCA Nos. 27-94 and
27A-94 (November 18, 1996), 1996 WL _____; Graphicdata, Inc.,
supra; Universal Printing Co., supra; McDonald & Eudy Printers,
Inc., GPO BCA 40-92 (January 31, 1994), 1994 WL 275096; Banta
Co., GPO BCA 3-91 (November 15, 1993), 1993 WL 526843, even
though such non-routine requests for payment are the equivalent
of breach of contract claims.  See Crown Coat Front Co. v. United
States, 386 U.S. 503, 511, 87 S.Ct. 1177, 1181, 18 L.Ed. 256
(1967) ("With respect to claims arising under the typical
government contract, the contractor has agreed in effect to
convert what otherwise might be claims for breach of contract
into claims for equitable adjustment.") (quoted in Reflectone,
Inc. v. Dalton, 60 F.3d 1572, 1577 (Fed. Cir. 1995)).
20 The Appellant also observes that some of the costs which it
now seeks to recover were actually incurred subsequent to the
date on which the Respondent mailed its final check, namely the
costs of its attendance at the NSA paper tests on February 16,
1990.  See App. Brf., at 6.  The Contractor submits that nothing
in the wording of the "Payments" clause suggests that it was
meant to bar claims arising after the 60-day period for asserting
"any exceptions" has elapsed.  Id.  The Appellant says that to
interpret the language otherwise not only goes beyond the plain
meaning of the clause, but would be inequitable to boot.  See
RPC, at 8; App. Brf., at 6; App. Brf., at 3.  The Respondent's
counters by stating, in effect, that the matter has nothing to do
with equity, but instead concerns whether the Contractor acted
reasonably under the circumstances, since it waited almost
eighteen (18) months after the NSA test was conducted to submit
its claim for the costs associated with it.  See R. R. Brf., at
2.
21 In Beacon Oil Co. the EBCA noted three well-accepted
exceptions to the "final payment" rule: (a) where a contractual
provision specifically provides for certain rights to survive
final payment and a party invokes that provision; (b) when goods
to be delivered by the contractor contain defects that were not
reasonably discoverable by due diligence before final payment;
i.e., latent defects; and (3) when misrepresentations have been
made that rise to the level of fraud.  See Beacon Oil Co., supra,
84-2 BCA at 86,051 (citing Lester B. Knight & Associates , Inc.,
supra).  See also AVI Manufacturing Co., GSBCA No. 5006, 80-2 BCA
 14,611; Gulf & Western Industries, Inc., supra.
22 The Board was created by the Public Printer in 1984.  GPO
Instruction 110.10C, Subject: Establishment of the Board of
Contract Appeals, dated September 17, 1984 (hereinafter GPO
Instruction 110.10C).  Before then, ad hoc panels considered
disputes between contractors and GPO.  Edward Brothers, Inc. was
decided by such an ad hoc panel.  The Board cites the decisions
of these ad hoc panels as GPOCAB.  Contrary to the Appellant's
belief, however, the Board has consistently taken the position
that it is a different entity from the GPOCAB.  See The Wessel
Co., Inc., supra, slip op. at 25, n. 25.  On the other hand,
while the Board is not bound by GPOCAB decisions, its policy is
to follow the rulings of the ad hoc panels where applicable and
appropriate.  See Rose Printing, Inc., supra, slip op. at 27, n.
28; Olympic Graphic Systems, GPO BCA 01-92 (September 13, 1996),
slip op. at 14, n. 14, 1996 WL 812957; The George Marr Co., GPO
BCA 31-94 (April 23, 1996), slip op. at 50, n. 40, 1996 WL
273662; Shepard Printing, GPO BCA 37-92 (January 28, 1994), slip
op. at 11, n. 10, 1994 WL 275077 (hereinafter Shepard Printing
1994); Shepard Printing 1993, supra, slip op. at 14, n. 19;
Stephenson, Inc., supra, slip op. at 18, n. 20; Chavis and Chavis
Printing, GPO BCA 20-90 (February 6, 1991), slip op. at 9, n. 9,
1991 WL 439270.  In that regard, Edwards Brothers, Inc.
illustrates the view of the ad hoc panels that there is a measure
of flexibility in the 90-day rule for filing appeals from
contracting officer final decisions, and that otherwise late
appeals may be allowed if good cause is shown for the delay.  See
also Kimball Systems Division, [GPOCAB] (January 21, 1975), slip
op. at 5, 1975 WL 22917 (". . . [W]e have the power in proper
circumstances to waive or extend the appeal period specified in
the disputes clause."); DiLine Litho, Inc., GPOCAB 77-3 (January
24, 1978), slip op. at 5, 1978 WL _____, reconsid. denied, 1978
WL 22341 (April 24, 1978) (". . .[t]he 30-day requirement is
contractual and not jurisdictional and may be tolled or excused
by the Board, in the exercise of its discretion, if the
contractor has good cause for failing to file his appeal within
such time period."  Citing Maney Aircraft Parts, Inc. v. United
States, 202 Ct. Cl. 54, 479 F.2d 1350, 1353 (1973); Monroe M.
Tapper and Associates v. United States, 198 Ct. Cl. 72, 458 F.2d
66 (1972); SWH. Co., DOTCAB No. 72-29, 72-2 BCA  9570).  Because
the Board is not a creature of the CDA, and no waiver of
sovereign immunity by the United States was involved in the
establishment of the 90-day time limit in the Board Rules, see
The Wessel Co., supra, slip op. at 44, it has accepted the
principle espoused in Edward Brothers, Inc. and will also waive
or extend the filing period in appropriate cases, see e.g.,
Swanson Printing Co., GPO BCA Nos. 27-94 (September 29, 1995),
Decision and Order Accepting Appeal and Denying Motion to
Dismiss, slip op. at 22, 1995 WL 818786 (contracting officer's
taking a "second look" at his final decision pursuant to the
contractor's request, without telling the contractor that the
original appeal period was unaffected, gave the appearance that
he was reconsidering the decision, thus destroying its finality,
and making the contractor's ultimate appeal to the Board 111 days
after the date of the final decision timely); McDonald & Eudy
Printers, Inc., GPO BCA 06-91 (May 6, 1994), slip op. at 2, n. 2,
1994 WL 377581 (notice of appeal lost by GPO's mail room).  See
generally, Foss, The First Decade, at 590-92.
23 As previously observed, none of  Watson's or Leonard's letters
contain language regarding finality and appeal rights.  See PPR,
Chap. X, Sec. 1,  4.d (Contracting Officer Final Decision).
24 See DiLine Litho, Inc., supra, slip op. at 5.
25 To the Appellant's way of thinking, it filed its appeal within
60 days of Leonard's decision.  See Answer to Motion, at 7; App.
Brf., at 16.  Apparently, the Contractor bases its calculations
on the passage of time between Leonard's letter of October 27,
1992, and its Counsel's reply of December 23, 1992 (R4 File, Tabs
U and V).  There is no doubt that the phrase "or otherwise
furnished to the Board" in the Rule 1(a) of the Board Rules is
intended, inter alia, to protect contractors from the
consequences of misdirected appeals.  See Swanson Printing Co.,
supra, slip op. at 16-17 (appeal letter sent to contracting
officer); McDonald & Eudy Printers, Inc., supra, slip op. at 2,
n. 2 (notice of appeal lost by GPO's mail room).  Accord Brunner
Bau GmbH, ASBCA No. 35678, 89-1 BCA  21,315 (mailing notice of
appeal to government counsel); Birken Manufacturing Co., ASBCA
No. 37064, 89-1 BCA  21,248 (providing notice of appeal to
contracting officer); Johnson Controls, Inc., supra (notice of
appeal sent to contracting officer); Contraves-Goerz Corp., ASBCA
No. 26317, 83-1 BCA  16,309 (mailing notice of intent to appeal
to Secretary of the Air Force through the contracting officer).
In this case, however, there is no need to consider the effect of
the Appellant's December letter to the Contracting Officer,
because less than 90 days expired between the date it would have
received Leonard's October 27, 1992, letter and January 25, 1993,
the day it delivered its appeal to the Board.
26 The Appellant tells us that "[t]he significance of a 'final'
decision is to preclude late appeals, not timely ones."  See App.
Brf., at 15 (citing Staff Associates, Inc., ASBCA No. 19362, 75-2
BCA  11,404, at 54,297).  That view is consistent with the
Board's, which has held that the PPR's requirement that a final
decision letter include language concerning finality and appeal
rights, see PPR, Chap. X, Sec. 1,  4.d (Contracting Officer
Final Decision) is for the benefit of an appellant and carries no
procedural weight, see Swanson Printing Co., supra, slip op. at
23 (citing Johnson Controls, Inc., ASBCA No. 28340, 83-2 BCA 
16,915; R.G. Robbins Co., Inc., supra).  Furthermore, the Board
notes that under the CDA provision relating to contracting
officer decisions, 41 U.S.C.  605(a) (1994), a final decision
which responds to the contractor's contentions and includes the
requisite language of finality, but which fails to give the
contractor complete and accurate notice of its appeal rights,
precludes running of the limitations period, and does not deprive
a contract appeals board of jurisdiction.  See Pathman
Construction Co. v. United States, 817 F.2d 1573, 1578 (Fed. Cir.
1987); W. Echard v. General Services Administration, GSBCA No.
12634, 94-2 BCA  26,774, at 133,166; TPI International Airways,
Inc., ASBCA No. 46462, 94-2 BCA  26,746, at 133,068; Adaptive
Concepts, Inc., ASBCA No. 43123, 92-1 BCA  24,448, at
121,984-85; Trans-Atlantic Industries, Inc., GSBCA No. 10803,
91-1 BCA  23,412, at 117,457; Wolverine Supply, Inc., ASBCA No.
39250, 90-2 BCA  22,706, at 114,019.
27 The Contractor requests, in the alternative, that if the Board
determines that Leonard's letter of October 27, 1992, is not an
appealable "final decision," then the dismissal be made without
prejudice, so that it can seek a proper final decision from the
Contracting Officer for appeal purposes.  See App. Brf., at
15-16, n. 9 (citing James C. Gruber, ASBCA No. 10568, 65-2 BCA 
5160; Frank Gust Decorating Service, ASBCA No. 7198, 61-2 BCA 
3200).  The Appellant's plea is unnecessary.  First, a dismissal
for lack of jurisdiction (in contrast to a dismissal for failure
to state a claim upon relief can be granted) is not on the
merits, and carries no res judicata effect.  See Williams v.
United States, 50 F.3d 299, 304 (4th Cir. 1995); Do-Well Machine
Shop, Inc. v. United States, 870 F.2d 637, 639-40 (Fed. Cir.
1989).  See also Commonwealth Land Title Insurance Co. v. United
States, 759 F.Supp. 87 (D.C. Conn. 1991).  FED. R. CIV. P. 12(b)
(1).  Second, a jurisdictional dismissal based on the lack of a
contracting officer's final decision is the equivalent of
dismissing a case because of a failure to exhaust administrative
remedies, and is without prejudice, which means that the claim
may be heard once the defect is cured.  See Shepard Printing
1994, supra, slip op. at 28.  Accord Solar Foam Insulation, ASBCA
Nol. 46278, 94-1 BCA  26,288 (mistake in bid claim); Structural
Systems Technology, Inc., ASBCA No. 36950, 89-2 BCA  21,693
(Government delay claim).  See generally, 5A Charles A. Wright
and Arthur R. Miller, Federal Practice and Procedure,  1349, at
191,  1350, at 195  (2d ed. 1990).  Indeed, contract appeals
boards have the power to extend the nonprejudicial period if it
appears that such a dismissal will result in a bar to further
litigation of the claim because the 90-day limitations period
will expire in the meantime.  See Paco Contractors, GSBCA No.
12123, 93-3 BCA  25,958 (dismissal without prejudice granted for
six months because the contractor's representative was seriously
ill); Universal Development Corp., GSBCA Nos. 11520, 11529, 92-3
BCA  25,177 (nonprejudicial dismissal period extended with
consent of parties).  Cf. Inslaw, Inc., DOTBCA Nos. 1609, 1673,
1775, 1828, 92-1 BCA  24,550 (motion to dismiss without
prejudice denied because it might bar further litigation of the
claim in light of the 90-day appeal period rule).  But see Foss,
The First Decade, at 591-92, n. 61 (the author suggests that the
so-called Inslaw dilemma does exist for Board appeals because its
rules are not drawn from a statute like the CDA, but rather are
rooted in the "Disputes" clause of the contract itself, which
gives the Board the power to modify the agreement's limitations
period in appropriate circumstances.   See Swanson Printing Co.,
supra; McDonald & Eudy Printers, Inc., supra; Edward Brothers,
Inc., supra.).  Third, and perhaps most importantly, the Board's
authority grants it the option of asserting jurisdiction over
premature appeals, and simply directing the contracting officer
to render a final decision within a reasonable period of time.
See Graphicdata, Inc., GPO BCA 35-95 (January 31, 1995), Decision
and Order Accepting Appeal and Denying Motion to Dismiss, slip
op. at 8, 10, 1995 WL 488515 (hereinafter Graphicdata II) (citing
Briggs Engineering and Testing Co., Inc. v. United States, 230
Ct. Cl. 828 (1982); So-Pak-Co., Inc., ASBCA No. 38906, 93-3 BCA 
26,215; Rice King, ASBCA No. 43352, 92-2 BCA  24,805; Emerson
Electric Co., ASBCA No. 31184, 86-2 BCA  18,979); EPCo
Associates, supra, slip op. at 4.  Accord Advanced Materials,
Inc., ASBCA No. 47014, 94-3 BCA  27,193; Trans-Atlantic
Industries, Inc., supra; ACS Construction Co., ASBCA No. 36535,
89-1 BCA  21,406.
28 The so-called "prior notice" exception to the doctrine, as the
Appellant correctly indicates, states that final payment does not
bar claims where "the contractor has previously manifested a
present intention to seek recovery under a claim of right under
the contract, or unless the contracting officer had actual or
constructive knowledge, at the time of final payment, of the
contractor's claim."  See Answer to Motion, at 4 (quoting Beacon
Oil Co., supra, 84-2 BCA at 85,051); App. Brf., at 7; App. R.
Brf., at 3.  In that regard, the Contractor contends that the
Respondent had "prior notice" of its claim from Shope's letters
to Contracting Officer Watson of April 7, 1989, and May 4, 1989,
respectively, and thus, GPO knew or had reason to know that there
was a dispute concerning the reason the Forms were jamming, and
that the Appellant intended to file a claim about the matter.
See Answer to Motion, at 4; App. Brf., at 4, 7-8; App. Brf.,
Attachment A; App. R. Brf., at 3-4; R4 File, Tab H.  On the other
hand, the Contractor also insists that this case only involves
its appeal from Contracting Officer Leonard's "final decision" of
October 27, 1992, see Answer to Motion, at 7; RPC, at 8; App.
Brf., at 12-14; App. R. Brf., at 9-10, which seems to undercut
the basis for its "prior notice" argument.  In other words, there
appears to be a logical inconsistency between the Appellant's
protest of an action taken by Leonard in 1992, and its reliance
on correspondence with Watson in 1989, to support an "imputed
knowledge" claim against the Government.  However, such
contradictory reasoning is not, in and of itself, harmful to the
Contractor's position, because the Board expects that in pursuing
a claim most good advocates will raise as many possible
alternative theories for relief as the facts may support.  FED.
R. CIV. P. 10(b).  See Professional Printing of Kansas, Inc., GPO
BCA 02-93 (May 19, 1995), slip op. at 45, n. 60, 1995 WL 488488.
29 The final payment provisions of the "Warranty" clause came
into play in February 1990, when NSA complained about the Forms
after the last shipment, and GPO took steps to investigate the
problem (R4 File, Tabs M and N).  See Factual Finding No. 12.
Basically, before invoking its rights under that clause, the
Respondent had to assure itself that less than 120 days had
elapsed since the date the final payment check was tendered to
the Appellant, and that the warranty period was still in effect
(R4 File, Tab M).  See GPO Contract Terms, Contract Clauses, 
15(b).  Since the final payment was sent to the Appellant on
October 31, 1989, the Government determined that NSA had made its
complaint within the warranty period (R4 File, Tab M).  See
Factual Finding Nos. 11 and 12.  However, on April 7, 1990, when
the Contracting Officer notified the Contractor that the
inspection results showed that its product was acceptable, and
therefore "no further action will be taken," the "Warranty"
clause was effectively removed from this dispute (R4 File, Tab
P).  See Factual Finding No. 14.
30 Paragraph (c) of the FAR "Changes" clause provides: "The
contractor must assert its right to an adjustment under this
clause within 30 days from the date of receipt of the written
order.  However, if the Contracting Officer decides that the
facts justify it, the Contracting Officer may resolve and act
upon a proposal submitted before final payment."  [Emphasis
added.]
31 The rule under the FAR is that a contractor who receives final
amounts due under the contract after releasing the Government
from all claims, cannot thereafter maintain an action for damages
or additional compensation based upon events that occurred prior
to the execution of the release, except on outstanding claims
which are "specifically excepted" from the release.  See Mingus
Constructors, Inc. v. United States, supra, 812 F.2d at 1391;
Beardsley, Beardsley, Cowden & Glass, supra, 95-2 BCA at 138,075.
The Government, of course, may waive the release and consider
contractor claims submitted after final payment.  See Jack L.
Olsen, supra, 91-2 BCA at 119,530 (citing Mingus Constructors,
Inc. v. United States, supra; H & B Contractors, AGBCA No.
87-320-1, 91-3 BCA  24,212, at 121, 114  Joy Dirt Construction,
AGBCA Nos. 87-408-1 and 87-409-1, 91-2 BCA  23,803).  However,
where the contractor has not excepted any claims, or if the
reserved claims are not legal cognizable as "claims," then the
release will generally operate as a "final payment bar" against
their subsequent submittal.  See Mingus Constructors, Inc. v.
United States, supra, 812 F.2d at 1391;  S & J Contractors,
supra, 93-3 BCA at 129,368; McMillin Brothers Constructors, Inc.,
supra, 91-1 BCA at 117,107; Pan-Alaska Construction, Inc., supra,
90-3 BCA at 115,717.  On the other hand, in the absence of a
binding release accompanying payment of the contract balance, a
contractor is free to bring a monetary claim relating to the
contract, and not otherwise released, during the period of
contract performance.  See 20/20 Labs, Inc., supra, 95-2 BCA at
137,763.  Furthermore, under such conditions a contractor is not
necessarily foreclosed from raising a subsequent claim, because,
as indicated above, the surrounding facts and circumstances will
ultimately determine whether a final payment has taken place.
See Mingus Constructors, Inc. v. United States, supra, 812 F.2d
at 1391, n. 4 (citing Gulf & Western Industries, Inc. v. United
States, supra).
32 The Mingus Court expressly rejected any interpretation of Jo-
Bar Manufacturing Corp., supra, which would "[allow the]
assertion of a claim merely on the basis of intent alone."  See
Mingus Constructors, Inc. v. United States, supra, 812 F.2d at
1394.  In so ruling, the Court reasoned that: "To accept that
premise would enable contractors to assert no more than a naked
intention to file an indeterminate future claim in an
undetermined amount as a precursor to subsequent development of
arguable and previously unknown claims.  Uncertainty and
litigation would be thereby increased and the timely, orderly
administration of contracts would be greatly diminished. . . .[I]
f at the conclusion of the contract the contractor is left with
the feeling that he has incurred unjustified costs, the
contractor should investigate the existing facts before signing
the required release, rather than merely listing on the release a
vague intention to file a claim."  Id., at 1394-95.
33 It has been observed that unlike the Executive Branch claims,
for which certification is required only if the amount involved
exceeds $100,000.00, all claims submitted to the Respondent must
be certified.  See Foss, The First Decade, at 589, n. 53.
However, the Board has no doubt that contractors who fail to
certify their claims will be offered an opportunity to cure that
technical defect, and moreover, GPO contracting officers may even
waive this certification requirement in appropriate cases; e.g.,
small claims.
34 There is no doubt that the Leonard claim is timely for Federal
Claims Court purposes because it was filed within six years from
the time it accrued.  See 28 U.S.C.  2401 (1994); 31 U.S.C. 
3702(b)(1) (1994); FAR  52.233-1(d)(2) (Disputes).  However,
timeliness for the purpose of this appeal is tied to the express
provisions of the contract because, as the Board has already
mentioned, it has no authority to revise or tinker with the
agreement.  See Rose Printing, Inc., supra, slip op. at 28;
Olympic Graphic Systems, supra, slip op. at 37; Swanson Printing
and Typesetting Co., supra, slip op. at 40-41; The Wessel Co.,
Inc., supra, slip op. at 45-46.  Therefore, for all practical
purposes the timeliness question really asks whether or not the
Appellant selected the proper forum to pursue its claim.
35 See note 28 supra.
36 It should be noted that there is not a hint in either of
Shope's letters to Contracting Officer Watson relating to a
dispute concerning the perforation margins.  In the Board's view,
while Shope may have differed with QCTD employee Ridge about
whether or not the specifications required the Appellant to
"notch" the perforations on the Forms, see note 6 supra, this is
not the same as a claim that the perforation specification itself
is defective because of its margin measurements.  A disagreement
about "improper cuts in perforations" does not reasonably lend
itself to such an interpretation.  Indeed, there could not have
been any defective specification claim in April and May 1989,
since the issue did not surface until February 8, 1990, when
Drysdale first expressed his suspicion to MacAfee that the
jamming problem might be due to a difference between the contract
requirements and the specifications in the IBM Manual with
respect to the vertical perforation distance from the side
margin.  See note 10 supra.  Furthermore, the record shows that a
copy of the IBM Manual was not available to the Contractor until
February 16, 1990.  See note 11 supra.  The logical conclusion to
be drawn from this chronology is that Shope was simply unaware of
any margin problem at the time he was corresponding with Watson,
otherwise he most likely would have raised it.  Therefore,
insofar as the Appellant relies on Shope's letters of April 7,
1989, and May 4, 1989, to support its allegation that the
Respondent had prior notice of its defective specification claim,
to quote a  popular colloquialism, "that dog won't hunt" on the
basis of this record.
37 Even if the Board concluded that Watson's letter of April 24,
1989, amounted to a final decision on the claim, it would have
been superseded by his letter of July 6, 1989, because he
basically treated the Appellant's correspondence of May 4, 1989,
as a request for reconsideration.  See Swanson Printing Co.,
supra, slip op. at 18-20 (citing Information Systems & Networks
Corp. v. United States, 17 Cl. Ct. 527 (1989); Summit Contractors
v. United States, 15 Cl. Ct. 806 (1988); Roscoe-Ajax Construction
Co. v. United States, 198 Ct. Cl. 133, 458 F.2d 55 (1972);
Rainbow Construction Co., Inc., ASBCA No. 48196, 95-1 BCA 
27,580; Sach Sinha and Associates, Inc., ASBCA No. 46916, 95-1
BCA  27,499; Edward R. Ester and Lorraine Ester, PSBCA No. 3051,
92-2 BCA  24,822; Royal International Builders Co., ASBCA No.
42637, 92-1 BCA  24,684; Birken Manufacturing Co., ASBCA No.
36587, 89-2 BCA  21,581; Johnson Controls, Inc., supra;
Riverside General Construction Co., Inc., IBCA No. 1603-7-82,
82-2 BCA  16,127.
38 See note 26 supra.
39 This is not a case where the contractor filed an ineffective
exception to the Government's final payment.  See Mingus
Constructors, Inc. v. United States, 812 F.2d at 1394; Vann v.
United States, supra, 420 F.2d at 972; H.L.C. & Associates
Construction Co. v. United States, supra, 367 F.2d at 592; Pan-
Alaska Construction, Inc., supra, 90-3 BCA at 115,717.  Here, no
exceptions whatsoever were submitted to GPO.
40 See note 36 supra.
41 However, GAO does play a role with respect contractor protests
from the award of GPO contracts.  See PPR, Chap. X, Sec. 2,  3.
42 GAO primarily affects certain aspects of contract
administration through its authority to approve or disapprove
payments by Government officials, 31 U.S.C.  3526 (1994), and
through the exercise of its audit and supervisory authority under
10 U.S.C.  2313(b) (1994), 31 U.S.C.  712, 3521 (1994), and 41
U.S.C.  254(c) (1994).  See Cibinic & Nash, Administration, at
16.
43 Imputing the knowledge or conduct of one Federal agency to
another one is not automatic.  See Cryo-Sonics, Inc., ASBCA No.
11483, 66-2 BCA  5,890, at 27,331.  In fact, the Board has
observed that "there are relatively few cases on the books
involving imputed knowledge or conduct."  See Graphicdata, Inc.,
supra, slip op. at 78.  However, a contract appeals board may
impute one agency's knowledge to another one if it finds that a
"significant bond" exists between them and their projects.  See
Weaver Construction Co., DOTBCA No. 2034, 91-2 BCA  23,800
(Forest Service's tortious interference with contract work
performed in a national forest which it supervised and regulated
and which caused a delay was imputed to the contracting agency,
Federal Highway Administration, because there was "a significant
bond" between the two agencies; i.e., coordination between them
concerning the contract was undoubtedly essential.  Citing Lewis-
Nicholson, Inc. v. United States, 213 Ct. Cl. 192, 550 F.2d 26
(1977); L.W. Foster Sportswear Co. v. United States, 186 Ct. Cl.
499, 405 F.2d 1285 (1969); J.A. Jones Construction Co. v. United
States, 182 Ct. Cl. 615, 390 F.2d 886 (1968).  Similarly, the
knowledge of one organization within an agency may be imputed to
another organization in the same agency.  See Cryo-Sonics, Inc.,
supra, 66-2 BCA at 27,331-32 (knowledge of the engineer in the
Air Force command that did the developmental work on a project
was charged to the Air Force command which negotiated and
administered the contract since the engineer's report was
referenced by the contractor's proposal).
44 The Board notes that Drysdale's letter of October 20, 1992,
was the second request for reconsideration addressed to Watson,
since it has already found that the Contracting Officer basically
treated Shope's correspondence of May 4, 1989, as a similar
request.  See note 37 supra.  Thus, the question arises "How many
requests for reconsideration must a contracting officer entertain
before he/she is at liberty to ignore them?  While the Board
cannot speak for GPO's contracting officers, see Swanson Printing
Co., Inc., supra, slip op. at 21 (the contracting officer
considered two reconsideration requests), it interprets its own
reconsideration rule, Board Rules, Rule 29, as authorizing just
one, see Sterling Printing, Inc., GPO BCA 20-89 (August 12,
1994), Decision Denying Second Motion for Reconsideration and
Order, slip op. at 3.  Accord Clyde P. Thomas, ASBCA No. 28296,
88-3 BCA  21,179; P.T. Sarana Daya Taruna, ASBCA No. 26240, 88-3
BCA  21,002; Lawrence D. Bane, PSBCA Nos. 1440, 1491, 86-3 BCA 
19,276.
45 If this were not so, then the rule placing an affirmative duty
on contracting officers who wish to "keep the clock running" on
the 90-day appeal period to tell the contractor that any post-
final decision discussions or correspondence concerning a dispute
will not operate as a stay, would be meaningless.  In that
regard, it is well-established that a contracting officer's
failure to so advise a contractor, either orally or in writing,
that such discussions or letters do not affect the original
appeal period, will be taken as signaling a willingness to
reconsider his/her decision, see Royal International Builders
Co., supra, 92-1 BCA at 123,135; Riverside General Construction
Co., Inc., supra, 82-2 BCA at 80.049-50, and creating the
impression that the initial decision is not truly final or that
it is being reconsidered, see Johnson Controls, Inc., supra, 83-2
BCA at 84,170.  A contracting officer who carries on discussions
with a contractor about the merits of a disputed claim after the
final decision has been issued, is obligated to "make it very
clear" to the contractor that the appeal period set forth in the
final decision continues to run, otherwise his/her silence will
be deemed a contributing cause of the contractor's delay in
initiating a timely appeal.  See Riverside General Construction
Co., Inc., supra, 82-2 BCA at 80.050; Johnson Controls, Inc.,
supra, 83-2 BCA at 84,170.
46 See note 37 supra.
47 See note 26 supra.
48 The Board's conclusion would be the same under the Appellant's
"Warranty" clause "best case scenario."  As previously indicate,
the Contractor would have the Board "start the clock" for the 60
calendar day exceptions period under the "Payments" clause on
April 17, 1990, the date it was told that "no further action will
be taken" because the Forms were acceptable.  See R4 File, Tab P.
Counting from June 16, 1990, the last day available to file a
claim based on Contracting Officer Watson's decision to reject
the first shipment of Forms and have them reprinted, Drysdale's
October 20, 1992, request for reconsideration was submitted some
two years and four months too late.  Consequently, as a claim,
Drysdale's letter is clearly untimely and barred by the "final
payment doctrine."
49 As indicated in GPO's procurement regulation: "The decision of
the Contracting Officer is vital to the administrative process of
resolving disputes.  Without it there is no immediate issue,
appeal, or review.  It directs the way the contract will proceed
in the interim.  The final decision should be rendered promptly
since the contractor must continue to perform while an appeal is
pending.  If there is a delay in the final decision, this very
delay may become an issue in the dispute or the failure to make a
final decision may itself be appealed.  Finally, the decision is
the basis for the GPO's position on appeal.  With supplementary
data, it forms the record that the Board of Contract Appeals
reviews in deciding the case."  See PPR, Chap. X, Sec. 1,  2,
4.c.  See also Custom Printing Co., supra, slip op. at 82, n. 67;
Shepard Printing 1994, supra, slip op. at 28-29.  Accord Santa Fe
Engineers, Inc., supra, 86-3 BCA at 96,508 ("Under [the CDA] the
'claim' is the centerpiece of the disputes resolution process.
[Citation omitted.]  It is necessary that a claim be presented in
writing to the contracting officer for decision prior to its
assertion to the Board. . . . ").
50 Although the Respondent downplays the effect of Leonard's
letter by labeling it merely "explanatory" or "informational,"
one would think that those tags really describe the true purpose
of a final decision.  However, it seems apparent that GPO
believes that without a statement of finality and appeal rights,
correspondence from a contracting officer cannot be considered a
final decision.  However, that is clearly a misimpression on its
part.  See note 26 supra.
51 As indicated several times above, in 1989 the Appellant
contended that the Forms were not defective and the rejection was
in error, but in 1992 it concedes that the Forms were
nonconforming, however it lays the blame for the problem on the
Government's erroneous perforation specification, and not on its
method of production.  Clearly, if a timely appeal had been taken
from Contracting Officer Watson's rejection of the Forms in 1989,
and the Contractor had then switched theories before the Board,
there would have been no "final decision" issue, and undoubtedly
the Board would have kept the case and not sent it back to the
Contracting Officer for another decision.  See Custom Printing
Co., supra, slip op. at 86.  The Board has already noted that it
expects appellants to pursue their claims under as many possible
alternative theories for relief as the facts may support.  See
note 28 supra.  More importantly, however, the Board would not
have regarded such a new theory as synonymous with a new claim;
i.e., a claim not previously presented to the contracting officer
for decision.  See Custom Printing Co., supra, slip op. at 81-82
(citing New South Press, GPO B.A. 45-92 (November 4, 1994), 1994
WL 837425; Pikes Peak Lithographing Co., GPOCAB 77-7 (October 6,
1978), 1978 WL______ ).  In that regard, it has adopted the
"essential difference" test enunciated by the Armed Services
Board of Contract Appeals in Santa Fe Engineers, Inc. as the
touchstone for deciding whether it may assert jurisdiction over
an amended claim.  See Custom Printing Co., supra, slip op. at 83
(citing Santa Fe Engineers, Inc., supra, 86-3 BCA at 96,508);
Shepard Printing 1994, supra, slip op. at 30-31.  Basically, that
test requires the Board to determine if the pending claim is
"essentially different" from the one presented to the contracting
officer, and from which the appeal is taken.  See Custom Printing
Co., supra, slip op. at 83.  One significant clue in identifying
whether there is an "essential difference" between two claims is
the nature of the legal theory relied on to support recovery;
i.e., is it the same theory or totally different?  See Custom
Printing Co., supra, slip op. at 84; Shepard II Printing, supra,
slip op. at 32; Datagraphics Press, Inc.. (GPOCAB) (June 23,
1978), slip op. at 6, 1978 WL 22342.  Another key indicator is
the factual basis for the amended claim; i.e., does the second
claim stem from the same set of operative facts as the original
claim, regardless of the legal theory?  See Custom Printing Co.,
supra, slip op. at 84; New South Press, supra, slip op. at 1-2,
n. 1.  Here, whether the Appellant had proceeded under the theory
that GPO had misinterpreted the perforation specification thereby
erroneously rejecting the Forms, or pursued recovery on the
ground that the perforation specification was itself defective,
the amended appeal would have stemmed from the same transaction
as its original claim (the Contracting Officer's rejection of the
first shipment of the Forms and his order to reprint them), and
the same or related evidence would have been involved; thus, the
Board's jurisdiction would not have been in doubt.  See e.g.,
Custom Printing Co., supra, slip op. at 86; New South Press,
supra, slip op. at 1-2, n. 1.
52 See note 25 supra.
53 From a regulatory perspective, Contracting Officer Watson's
letters of April 24, 1989, and July 6, 1989, when read together
as they must be, comes closer to the mark of an acceptable final
decision.  The only thing missing from Watson's letters is
language of finality and appeal rights, which the Board has said
carries no procedural weight.  See note 26 supra.
54 See note 18 supra.
55 See note 27 supra.  Rule 1(d) parallels so must of section
605(c)(5) of the CDA which states: ". . . in the event an appeal
or suit is so commenced in the absence of a prior decision by the
contracting officer, the tribunal concerned may, at its option,
stay the proceedings to obtain a decision on the claim by the
contracting officer."  41 U.S.C.  605(c)(5) (1994).  Indeed, the
CDA also provides that: "[a] contractor may request the agency
board of contract appeals to direct a contracting officer to
issue a decision in a specified period of time, as determined by
the board, in the event of undue delay on the part of the
contracting officer."  41 U.S.C.  605(c)(4) (1994).  Hence, the
authority of a board to establish a time for the issuance of a
final decision and to direct the contracting officer to comply
with its instructions is not in doubt.  See EPCo Associates,
supra, slip op. at 4, n. 5 (citing A.D. Roe Co., Inc., ASBCA No.
26078, 81-2 BCA  15,231).
56 See note 55 supra.