U.S. GOVERNMENT PRINTING OFFICE BOARD OF CONTRACT APPEALS STUART M. FOSS, Administrative Law Judge Appeal of R.C. SWANSON PRINTING AND TYPESETTING COMPANY Docket No. GPO BCA 15-90 Jacket No. 241-699, Purchase Order 70992, Program D404-M March 6, 1992 DECISION AND ORDER This appeal, timely filed by R.C. Swanson Printing and Typesetting Company, 5205 York Road, Baltimore, Maryland 21212 (hereinafter Appellant), is from the final decision, dated April 10, 1990, of Contracting Officer, Ms. Katherine M. Phillips (hereinafter Contracting Officer), of the U.S. Government Printing Office, North Capitol and H Streets, NW., Washington, DC 20401 (hereinafter Respondent or GPO), denying the Appellant's claim for termination costs of $245,796.75 (with the exception of $283.64 allowed for the preparation of the Appellant's settlement proposal) with respect to the Respondent's termination of the Appellant's contract identified as Purchase Order 70992, Program D404-M, Jacket No. 241-699, for the convenience of the Government (R4 File, Tab U). 1/ The Appellant's claim has two aspects: (1) an appeal from the Contracting Officer's denial of nearly all of its termination costs; and (2) a claim for money damages for breach of contract. 2/ For the following reasons, the Appellant's breach of contract claim is hereby DISMISSED for lack of jurisdiction. However, the Appellant's appeal from the Contracting Officer's denial of its claim for termination costs is a justiciable controversy. 3/ BACKGROUND The relevant facts in this appeal are not in dispute and are set forth here only to the extent necessary for the Board's decision. On October 28, 1988, the Respondent issued an Invitation for Bids (IFB) for Program D404-M, soliciting bids from potential contractors for the production of legal briefs for the Department of Justice (DOJ) (R4 File, Tab A, p. 1). Program D404-M was a multiple award term contract, for the period beginning December 1, 1988, and ending November 30, 1988 (R4 File, Tab A, p. 1). Apart from the specifications contained in the IFB, Program D404- M was also governed by applicable articles of GPO Contract Terms, GPO Publication 310-2, effective December 1, 1987, and GPO's Quality Assurance Through Attributes Program, GPO Publication 310.1, Revised September 1986 (QATAP), which were incorporated by reference (R4 File), Tab A, p. 2). 4/ The work covered by Program D404-M was " . . . the production of legal publications requiring such operations as composition, film-making, printing, binding, packing, and delivering" (R4 File, Tab A, p. 5). 5/ The following IFB provisions are particularly pertinent to this appeal: ASSIGNMENT OF JACKETS, PURCHASE AND PRINT ORDERS: A GPO purchase order will be issued to the contractor to cover work performed. The purchase order will be supplemented by an individual Print Order and various jacket numbers for each job placed with the contractor. The print order, when issued, will indicate the quantity to be produced and any other information pertinent to the particular order (R4 File, Tab A, p. 2). * * * * * * * * * * ORDERING: Items to be furnished under the contract shall be ordered by the issuance of print orders by the Government. Orders may be issued under the contract from December 1, 1988 through November 30, 1989. All print orders issued hereunder are subject to the terms and conditions of the contract. The contract shall control in the event of conflict with any print order. When mailed, a print order shall be "issued" for the purposes of the contract at the time the Government deposits the order in the mail (R4 File, Tab A, p. 3). * * * * * * * * * * QUANTITIES: This contract IS for the items and for the period specified herein. Shipment/delivery of items or performance of work shall be made only as authorized by orders issued in accordance with the clause entitled "Ordering." The quantities of items specified herein are estimates only, and are not purchased hereby. Except as may be otherwise provided in this contract, if the Government's requirements for the items set forth herein do not result in orders in the amounts or quantities described as "estimated", it shall not constitute the basis for an equitable price adjustment under this contract (R4 File, Tab A, p. 3). [Emphasis added.] Except as otherwise provided in this contract, the Government shall order from the contractor(s) all the items set forth which are required to be purchased by the Government activity identified on page 1 (R4 File, Tab A, p. 3). The Government shall not be required to purchase from the contractor(s), requirements in excess of the limit on total orders under this contract, if any (R4 File, Tab A, p. 3). * * * * * * * * * * Subject to any limitations elsewhere in this contract, and pursuant to the section entitled "DETERMINATION OF AWARD AND PLACEMENT OF WORK," the low contractor and each successive low contractor shall furnish to the Government all items set forth herein which are called for by print orders issued in accordance with the "Ordering" clause of this contract, except when the shipping/delivery schedule cannot be met (R4 File, Tab A, p. 4). * * * * * * * * * * FREQUENCY OF ORDERS: Approximately 65 orders per month (R4 File, Tab A, p. 5). QUANTITY: Approximately 50 to 1,000 copies per order. (Most orders will be for 400 copies or less.) (R4 File, Tab A, p. 5). NUMBER OF PAGES: 4 to 400 pages per order. (Most order[s] will be for 64 page[s] or less, however an occasional order may have up to 1,200 pages.) (R4 File, Tab A, p. 5). * * * * * * * * * * GOVERNMENT TO FURNISH: Unprepared typewritten manuscript and printed pages will be furnished as manuscript for composition (R4 File, Tab A, p. 5). * * * * * * * * * * DETERMINATION OF AWARD AND PLACEMENT OF WORK The Government will make multiple awards under this solicitation since it is anticipated that one firm may not be able to meet all of the requirements (R4 File, Tab A, p. 11). In order to make multiple awards and to determine the sequence of bidders, the Government will apply the prices quoted by each bidder in the "Schedule of Prices" to the following units of production which are the estimated requirements to produce one year's under this contract. These units do not constitute, nor are they construed as a guarantee of the volume of work which may be ordered for a like period of time (R4 File, Tab A, p. 11). [Emphasis added.] In placing work, the Government will first communicate with the low contractor to determine whether or not at that time one or more orders for specified quantities can be accepted for shipment within the time required by the Government. The Government will be obligated to offer each job to the low contractor first, the next low contractor second, and so on until the job has been accepted. The offer shall be made only to those contractors who prices are determined to be fair and reasonable. The low contractor and each successive next low contractor shall be obligated to accept the job except when the shipping schedule cannot be met. Contractors refusing to accept orders offered with the requested ship date shall be required to provide the best date that can be met. When the contractor accepts, a formal print order will be issued (R4 File, Tab A, p. 11). Due to the urgency of work offered, all offers will be made by telephone and the contractor must reply within 30 minutes whether or not the offer can be accepted (R4 File, Tab A, p. 11). Any contractor's position in the sequence of awards may be jeopardized by consistently refusing work of one type and accepting work of another. When such an instance is found, the contractor involved will be notified and unless prompt adjustment in order acceptance is made to maintain the lowest cost to the Government, the contractor may be disqualified from further participation under this contract (R4 File, Tab A, p. 11). Notwithstanding any sequence of contractors established as a result of the Determination of Award, the Government reserves the right, without limitation, to establish a specific sequence of contractors for any or all print orders to be issued under this contract by abstracting the contract prices of each contractor against actual print orders to be issued, and adding any applicable costs to the Government, for transportation of the finished product to all destinations. In the event such a specific sequence is established, such specific sequence of contractors shall control the order in which the print order(s) is [are] offered. The determination to establish a specific sequence or sequences shall not be cause for an adjustment in the contract price or any other term or condition of the contract (R4 File, Tab A, p. 11). 6/ The record discloses that five potential contractors, including the Appellant, responded to the IFB (R4 File, Tabs B and C). Although the abstract of bids indicates that the Appellant's discounted bid was $532,741.69, Purchase Order 70992, which was issued to it by the Respondent on December 1, 1988, shows a contract "cost" of $504,702.66 (R4 File, Tabs C and D). 7/ Two other contractors -- Charles P. Young Company and Wilson-Epes -- also participated in the Program D404-M contract (R4 File, Tab E). The controversy between the parties arose when the DOJ, four months into the contract, apparently decided that in addition to forwarding manuscript copy for typesetting, it also needed to be able to send data electronically. This could not be accomplished under the existing D404-M contract. As explained, in pertinent part, by the Contracting Officer in her letter to GPO's Contract Review Board (CRB) seeking its concurrence to terminate the Program D404-M contract for the convenience of the Government and to readvertise it with revised specifications.: On February 7, 1989, a solicitation was issued for Program D283- M, which is also a requirement for court briefs, but with material to be furnished through teletransmission of already keyed data. Bids were opened on February 28, 1989, but that IFB was canceled before award because of a determination that there was less than full and open competition caused by the Government's failure to include on the bid list contractors currently performing on Program D404-M. . . . After cancellation of Program D283-M had occurred, it was determined in a meeting with the [DOJ] that the estimate of quantities in the current Program D404-M represented the entire requirement for court briefs as determined by orders placed during the previous contract year. The orders estimated for Program D238-M[,] had it been awarded, would have had the effect of decreasing the number of orders actually placed on Program D404-M. It was therefore determined that the [DOJ's] requirements can best be obtained by cancellation of the current contract and readvertisement of a new Program D404-M, with multiple awards to be made in two separate categories: The first for material furnished as manuscript, and the second for material furnished through teletransmission. . . . (R4 File, Tab E). 8/ The record discloses that by April 12, 1989, all members of the CRB had given their approval for the proposed termination action (R4 File, Tab E). 9/ The record reveals that the Respondent telephoned the Appellant on May 19, 1989, and informed it that the Program D404-M contract was being terminated for the convenience of the Government (R4 File, Tab F). 10/ The record also discloses that the Respondent sought the Appellant's agreement to terminate the contract without additional cost (R4 File, Tab F). 11/ On September 6, 1989, the Respondent sent the following contract modification (Contract Modification No. 1) to the Appellant for its concurrence and signature: You are notified that your Purchase Order 70992, Jacket Number 241-699, is hereby terminated for the convenience of the Government, in accordance with the article entitled "Termination for Convenience of the Government" of the U.S. Government Printing Office Contract Terms. As agreed, since no additional costs have been incurred other than work already performed under previous print orders there shall be no costs associated with this termination. This supplemental agreement constitutes full and complete settlement of the amount due the contractor by reason of the complete termination of work under this contract and of all other claims and liabilities of the contractor and the GPO under this contract (R4 File, Tab H). [Emphasis added.] The Appellant, however, did not agree to cancellation of the contract without additional cost, as GPO requested, but instead, by letter dated September 9, 1989, it filed a claim for $237,000 with the Contracting Officer (R4 File, Tab I). As stated in its letter, the basis of the Appellant's claim was, in pertinent part: Purchase Order 70992 was issued, effective December 1, 1988 through November 30, 1989. It was issued to cover work performed under Program [D]404-[M]. Swanson was the low bidder with a bid of $560,780.73 . . . As of September 6, 1989, when the contract was terminated, Swanson had been paid, or was still owed, $288,261.48. This means the contract still had an estimated $272,519.25 of work to expect under the contract. Swanson had been the [No.]1 contractor since September 1, 1984 and had every reason to believe and expect the [G]overnment to procure the total amount as they had the prior years. September, October and November have traditionally been the busiest months. Swanson acquired certain capital equipment in 1984 and 1985 specifically gearing its facilities for this legal brief work. These capital expenditures were tied to Swanson's plans to keep the [D]404-[M] program to cover these costs. There are still amounts left owing on these capital acquisitions which would have been paid off if the [GPO] had not terminated the contract. These capital purchases have a balance of approximately $70,500.00 which would have been paid up with proceeds from the remaining $272,519.25 of Purchase Order 70992. Furthermore, the loss of this contract suddenly with no adjustment period does not allow Swanson adequate time to replace such a substantial portion of its sales. Swanson's gross sales during the 9 months that Purchase Order 70992 was in effect were $418,479.33. Purchase Order 70992 represented 69% of gross sales for that 9 month period. Swanson's very existence is threatened by this ungrounded termination. . . . [T]he bill [for a typical job under the contract] would be $842.16, Swanson's direct costs [would be] $109.17. This would have yielded a gross profit of $732.99 to go towards capital costs and overhead. 87.04% represented gross profit. Swanson expected to receive on the remaining $272,519.25 of Purchase Order 70092[,] 87.04%, or $237,200.76 to go to overhead and capital debt elimination as well as profit. Swanson hereby makes a claim for $237,200.76 on the Government's Termination for convenience of Purchase Order 70992 plus any future costs incurred in relation to this claim (R4 File, Tab I). [Emphasis added.] On September 26, 1989, the Respondent issued a formal "Notice of Termination" (Notice) to the Appellant, indicating that the effective date of the termination for convenience was September 6, 1989 (R4 File, Tab J). In accordance with the TCG clause in the contract, the Appellant was instructed to: (1) accept no new print orders and subcontract no further orders, except to the extent necessary to complete the work placed prior to September 6, 1989; (2) immediately inform its subcontractors and suppliers of the termination and direct them to promptly submit their settlement proposals; (3) notify the Contracting Officer of any pending legal proceedings relating to any subcontractors or purchase orders; (4) advise the Respondent of the number of completed articles still on hand, and arrange for their delivery and/or disposal with the Contracting Officer; (5) take a termination inventory; and (6) if necessary, submit a settlement proposal on GPO Form 911 (which was enclosed) (R4 File, Tab J). By letter dated October 2, 1989, the Appellant responded to the Notice by sending the Contracting Officer a properly filled out GPO Form 911 with a claim in the amount of $245,796.75 (R4 File, Tab K). Both in its cover letter and on the enclosed completed GPO Form 911, the Appellant placed at statement that submission of the claim did not preclude it from pursuing a breach of contract action against GPO (R4 File, Tab K). 12/ The Contracting Officer acknowledged receipt of the Appellant's settlement proposal on October 10, 1989 (R4 File, Tab L). Ten days later, on October 20, 1989, the Contracting Officer drafted a memorandum to GPO's Office of the Inspector General (OIG) requesting an audit of the Appellant's termination claim (R4 File, Tab M). That request was sent to the OIG on October 23, 1989, with the endorsement of GPO's Office of the General Counsel (OGC) because it appeared to the OGC that the Appellant had "a colorable claim of entitlement in some respects to an equitable adjustment in connection with the termination for convenience of Program D404-M, Purchase Order 70992" (R4 File, Tab N). While the matter was pending before the OIG, the Appellant sent a letter to the Respondent, dated November 2, 1989, in which it referred to its claim as one for "damages" for "a possible breach of contract," and urged a prompt response from the Contracting Officer either by authorizing "payment for the damages I have suffered," or by issuing a negative final decision "so that I may proceed" (R4 File, Tab O). 13/ The record discloses that on January 22, 1990, one of the Appellant's managers, Larry Ford, telephoned the Contracting Officer and asked about the status of "his firm's claim for termination costs on Program D404-M," and was informed that the matter was still with the OIG (R4 File, Tab P). On February 27, 1990, the OIG issued its audit report on the Appellant's termination settlement claim (R4 File, Tab Q). 14/ Of the Appellant's claim of $245,796.75, the audit report questioned $244,265.86, leaving a balance of $1,530.89 (R4 File, Tab Q, Attachment III, p. 1). 15/ Therefore, on March 23, 1990, the Contracting Officer wrote to the Appellant offering to settle its claim for $283.64 (representing the cost of preparing the settlement proposal), with the possibility that some additional compensation could be allowed with further documentation (R4 File, Tab S). 16/ By letter dated March 29, 1990, the Appellant wrote to the Contracting Officer rejecting the settlement offer, and stating in pertinent part: I am in receipt of your "offer" of settlement on our claim for Program [D]404-M. It is obvious that your offer is not a good faith attempt to arrive at a fair and equitable settlement. As you know, our claim is an attempt to avert a court battle over a breach of contract by the [GPO] and grievous misconduct by [GPO] officials including yourself. So not to belabor the issue[,] suffice it to say that I find your response totally unacceptable. If you wish to conduct a good- faith negotiation I will wait two weeks until [Friday] April 13, 1990 to file my breach of contract suit in the Claims Court (R4 File, Tab T). The record reveals that on April 10, 1990, the Contracting Officer issued a final decision on the Appellant's termination settlement proposal, confirming her letter of March 23, 1990, and rejecting all but $283.53 of the Contractor's claim (R4 File, Tab U). In that regard, the Contracting Officer wrote, in pertinent part: In your letter [of March 29, 1990], you fail to address any specific points from my March 23, 1990 letter to you or to provide any additional information in support of your claim which would provide a basis for further discussion. Therefore I have concluded that, of the $245,796.75 claim in your October 2, 1989 settlement proposal, all claimed costs are denied with the exception of $283.64 representing the costs of preparing your settlement proposal. This decision is made based on the reasons as stated in my March 23, 1990 letter (R4 File, Tab U). 17/ The Appellant responded with this appeal the Board (R4 File, Tab V). ISSUES PRESENTED 1. Breach of Contract As indicated at the outset, the case presented by the Appellant has two aspects: (1) an appeal from the Contracting Officer's denial of nearly all of its proposed settlement costs; and (2) a claim for money damages for breach of contract. At the prehearing conference held on December 12, 1990, the Board observed that the "pure" breach of contract issue raised by the Appellant in this appeal was a matter of first impression which was also being litigated in another pending case -- The Wessel Company (Wessel), GPO BCA 8-90. See, PCR, p. 18, fn. 1. Because that issue is a strictly a legal question concerning the Board's jurisdiction, its resolution is absolutely necessary before the case can proceed. Id. Accordingly, by Order, dated August 22, 1991, the Board announced that it would hold the Appellant's breach of contract claim in abeyance, pending its decision in Wessel on the same issue. 18/ See, Order Closing the Record and Filing of Briefs, dated August 22, 1991, p. 2. Therefore, the first issue is: Does the GPO Board of Contract Appeals have jurisdiction over breach of contract claims? 2. Denial of Proposed Settlement Costs The second prong of the Appellant's appeal is clearly justiciable. However, as the Board reads the Appellant's claim, it is basically raising two issues: Was the decision to terminate the Program D404-M contract for the convenience of the Government made in good faith? Was the Contracting Officer's decision denying nearly all of the Appellant's claim for settlement costs correct, and if not, what should be the appropriate termination costs? POSITIONS OF THE PARTIES 19/ Breach of contract issue: The essence of the Appellant's argument in favor of breach of contract jurisdiction in this Board is expressed in three paragraphs of the amicus statement it submitted in the Wessel case: 2. My understanding of the law establishing administrative law judges (hereinafter "ALJ") made them the 'trier of fact' in contract disputes. In this role you would certainly have jurisdiction to examine the facts of the case and determine whether a breach had occurred or not. 3. ALJ's have the right to award compensation to the injured parties and as such could award a dollar amount to make whole, damages done. 4. ALJ's, even if statutorialy [sic] not given jurisdiction, could obtain such jurisdiction by the mutual consent of the parties involved. I have agreed to have case heard before you and I am surprised that the agency disputes their own [Board] from having jurisdiction to review their actions. 20/ There is no doubt but that the Appellant is seeking "damages" as a remedy for the alleged breach of contract. PCR, p. 12. The Respondent, on the other hand, consistent with its position in the Wessel case, believes that the Board lacks jurisdiction to consider breach of contract claims because it derives its authority solely from the "Disputes" clause of the contract. PCR, pp. 2-3, 12. Denial of settlement costs: The Appellant's position with respect to the settlement costs issue, encompasses both a challenge to the Respondent's decision to terminate the contract and to the Contracting Officer's disposition of the claim submitted on GPO Form 911. In that regard, the Appellant argued that the contract was terminated not because DOJ had no requirements, but because GPO acted unilaterally to cancel the contract in mid-stream, thus depriving the Appellant of the full quantities of orders estimated in the contract specifications. PCR, p. 8. Similarly, from its review of the Contracting Officer's memorandum to the CRB (R4 File, Tab E), the Appellant contended that it was ambiguous as to the real reasons Program D404-M was canceled. PCR, p. 9. Thus, while it was told that Program D404- M was terminated because DOJ wanted to be able to transmit data electronically as well as by manuscript, in fact nearly two months passed before teletransmissions were made under the revised contract, and then only at the urging of GPO. Id. In effect, the Appellant contends that no justification or urgency existed which would warrant terminating Program D404-M for the convenience of the Government. Id. With respect to the Contracting Officer's disposition of its monetary claim, the Appellant argued that the Contracting Officer's settlement offer was not made in good faith and hence was not acceptable. PCR, p. 10. However, the Appellant also believes that its claim is fully justified and it should be allowed reasonable costs associated with the termination of the contract. 21/ The Respondent believes that the real issue before the Board, on which it has unquestionable jurisdiction under the "Disputes" clause, is to consider the adequacy of the termination costs as determined by the Contracting Officer. PCR, p. 10. As for the Appellant's challenge of its right to terminate the contract for the convenience of Government, the Respondent contends that it is not an issue before the Board. Id. The Respondent argues that the Contracting Officer's denial of nearly all of the proposed settlement offer was correct because the Appellant was not entitled to the termination costs as claimed. PCR, p. 6. Furthermore, the Respondent rejects the underlying assumptions of the Appellant's claim: (1) that the contract implied a guarantee of a certain quantity of work; and (2) that the Respondent was liable for the pro rata cost of machinery, now rendered surplus, purchased by the Appellant in anticipation of receiving orders for these special jobs. Id. With regard to the first assumption, the Respondent believes that it was not supported by the contract specifications. Id. Similarly, the Respondent contends there is no merit in the Appellant's claim that the Government defray the cost of now surplus machinery because the equipment had been purchased several years ago. Id. Moreover, the Program D404-M is awarded on an annual basis by open competition and there is no guarantee that the Appellant will be the successful bidder each time. Id. The Respondent stresses that GPO's multiple award term contracts, such as Program D404-M, set forth the basic specifications, but each print order constituted a separate contract. PCR, p. 6. In this case, since the Government had already paid the Appellant for all the work it performed, the Respondent believes that there is no basis for any additional claim. Id. The Respondent places particular significance in the fact that the Appellant was unable to give support for its claim to the OIG auditors, and argues that unless the Appellant has additional information, the Board can render a final decision on this aspect of the appeal. Id. DECISION 22/ 1. Breach of Contract From the outset of this appeal, the Board has recognized that the "pure" breach of contract issue raised by the contractor in Wessel and the Appellant, was a matter of first impression. No other cases previously before the Board have asked it to weigh its jurisdictional mandate against a "pure" breach of contract claim. 23/ As indicated previously, by Order, dated August 22, 1991, the Board announced that it would hold the Appellant's breach of contract claim in abeyance, pending its decision in Wessel on the same issue. On February 28, 1992, the Board issued its decision in Wessel, and ruled that it lacked the authority to entertain "pure" breach of contract claims where redress is sought in the form of damages. 24/ The Wessel Company, GPO BCA 8-90 (February 28, 1992), Sl. op. at 46. The Board's decision in Wessel is dispositive of that issue in this appeal. Wessel involved a situation where the Government failed to return corrected proofs to the contractor with an "OK to print" within 4 workdays, as required by the contract, but instead took 18 workdays -- 14 more than allowed. Although the contract delivery date was automatically extended in accordance with the contract's "Extension of schedules" clause, the contractor filed a claim for damages of $255,506.00 based on 672 hours of idle time for two presses (at an hourly rate of $365.00, or $252,000.00) and the carrying cost of paper in stock for those extra days ($3,506.00). The contracting officer denied the damages claim because the contractor failed to substantiate and provide documentary evidence in support of an entitlement. The gravamen of the appellant's complaint to the Board was that the GPO's 14 workday delay in furnishing corrected proofs amounted to a breach of contract which caused it financial harm. 25/ In a 46-page opinion giving detailed reasons for its decision, the Board held that breach of contract jurisdiction did not lie because: (1) it was essentially a creature of the "Disputes" clause of the contract, not law (the Contract Disputes Act of 1978 (CDA), 41 U.S.C. § 601 et seq., gave executive agency boards of contract appeals breach of contract jurisdiction by statute); 26/ (2) its jurisdiction was derivative and contractual, and hence it was limited to the "four corners" of the agreement in deciding disputes; (3) breach of contract was a question of law and under the relevant statutes Board opinions on questions of law are not final but advisory only, hence, sound policy justified the withholding of jurisdiction; (4) Congress expressly excluded legislative branch agencies from coverage of the CDA, and as GPO was such an agency the Board had to be mindful of the intent of Congress in that regard; and (5) nothing in 44 U.S.C. § 502 disclosed an intent by Congress to waive the Government's sovereign immunity when it authorized the Public Printer to contract out printing, binding and blank-book work. First, with regard to the Board's view that it was a creature of the "Disputes" clause of the contract, and not statute, the sources of the Board's authority to act -- its "enabling statute" -- GPO Instruction 110.10C, 27/ the regulation which implements it -- GPO Instruction 110.12, 28/ and the "Disputes" clause, speak for themselves. 29/ As the Board observed in Wessel, on those occasions when it has had to consider its regulatory foundations in deciding appeal, it has consistently maintained that its jurisdiction was narrowly defined. The Wessel Company, supra, Sl. op. at 32. Particularly instructive was its prior decision in Peake Printers, Inc., GPO BCA 12-85 (November 12, 1986), in which the Board denied a contractor's request for a contract modification, stating, among other things: The Board is not a creature of statute; thus, it has no powers which arise under law as do courts. Instead, it derives all its powers by virtue of the so-called disputes clause of the contract itself. That clause, Article 2-3 of GPO Contract Terms No. 1, gives a contractor the contractual right to appeal any dispute with the Contracting Officer which is "related to the contract" to the Public Printer who is in fact the Officer of the United States authorized by statute to contract on behalf of the United States (44 U.S.C. 502). The disputes clause in turn gives the Public Printer the authority to delegate his appeal authority to his designee which he has done by instruction 110.12 dated September 17, 1984, designating this Board has his agent for that purpose. Thus, the Board's authority is purely derivative and contractual. As such, it is constrained by the terms of the contract itself. Since this is the case, the Board cannot enlarge the very agreement between the parties from which it derives its authority merely because it deems such action to be equitable, but will be constrained to deciding disputes within the parameters of the contract itself. [Emphasis added.] Sl. op. at 6. See also, The Wessel Company, supra, Sl. op. at 32-33; Bay Printing, Inc., GPO BCA 16-85 (January 30, 1987), Sl. op. at 9. Furthermore, in Automated Datatron, Inc., GPO BCA 20-87 (March 31, 1989), the Board pointed out that: The Public Printer has not under the provision of paragraph 5 of GPO Instruction 110.10C delegated authority to this Board to consider legal questions existing outside the contract itself. Sl. op. at 4-5. Second, because the Board's jurisdiction is purely derivative and contractual, and since it must decide contract appeals within the "four corners" of the agreement itself, the historic view in GPO with respect to the resolution of breach of contract claims has been that the rule in Utah Mining is controlling; i.e., the Board, which is in the position of an executive branch board of contract appeals prior to the enactment of the CDA, will follow the settled practice of such boards before 1978, and refuse to consider "pure" breach of contract claims. The Wessel Company, supra, Sl. op. at 34. See, United States v. Utah Construction and Mining Company, supra, 384 U.S. at 406. In that regard, the ad hoc panels of GPO's CAB, the Board's predecessor, uniformly held that they lacked jurisdiction to award damages for alleged breaches of contract by the Government. 30/ Thus, for example, in Microform Data System, Inc., GPOCAB No. 3-79 (February 1, 1980), where the "Disputes" clause gave the Board jurisdiction over ". . . any dispute concerning a question of fact arising under this contract . . .", the panel stated: It is our opinion that what the Court [in Utah Mining] is saying in this case is that unless there is specific language in the contract to convert what would otherwise be a claims [sic] for damages for breach of contract into claims payable under such contract and hence to be regard as "arising under the contract," the [CAB] does not have authority to entertain a breach of contract case. There is no language in this contract that would convert a pure breach of contract claim into one that would bring it under the provisions of the Disputes clause. Therefore, this case comes squarely under the rule set down in [Utah Mining], where at p. 412 it states: Thus the settled construction of [the] disputes clause excluded breach of contract claims from its coverage . . . Microform Data System, Inc., Sl. op. at 10, 11-12. See also, Harbor Printing & Copy Service, Inc., supra, Sl. op. at 1; Information Systems, Inc., supra, Sl. op. at 5-7; Cloverleaf Enterprises, Inc., supra, Sl. op. at 10-11. Accord, Jet Services, Inc., DOT CAB No. 77-14, 78-2 BCA ¶ 13,223, at 64,675; Blake Construction Company, Inc., supra, 67-1 BCA ¶ 6,311, at 29,197-98. The third reason for rejecting breach of contract jurisdiction in Wessel was that it involved a question of law and under the relevant statutes, and Board opinions on questions of law are not final but advisory only. The Wessel Company, supra, Sl. op. at 37-39. In that regard, the 1980 revisions to GPO Contract Terms the key phrase in the first part of the "Disputes" clause from ". . . any dispute concerning a question of fact arising under this contract . . ." to ". . . any dispute concerning a question of fact related to the contract . . .". It was this latter language which furnished the basis for the Board's jurisdiction when it was established in 1984, and which is contained in the 1988 version of GPO Contract Terms applicable to the Appellant's contract. See, GPO Instruction 110.10C, 5; GPO Instruction 110.12, Preface, I. In 1988 the "Disputes" clause was amended again so that the pertinent wording is now " . . . any dispute concerning a question of fact arising under or related to this contract . . .". 1988 Contract Terms, Contract Clauses, 5.(a). 31/ Notwithstanding the fact that the "Disputes" clause has contained the phrase "related to" since 1980, a phrase which traditionally encompasses breach of contract claims, the Board stated in Wessel that the real question is whether GPO's tinkering with the relevant language has resulted in any substantive change in the powers of this Board to decide such cases. The Wessel Company, supra, Sl. op. at 36. As the Board observed in Wessel, the key "Disputes" clause language which prevents it from taking jurisdiction over "pure" breach cases is not found in the first paragraph of that clause, but rather in the last. Id. Until 1988, paragraph (b) of the "Disputes" clause had provided: This Disputes clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above: Provided, that nothing in the contract shall be construed as making final the decision of any administrative official, representative or board on a question of law. 1980 Contract Terms, 2-3.(b). See, Microform Data System, Inc., supra, Sl. op. at 10. The only changes made in 1988 were cosmetic and minor; i.e., the paragraph was renumbered and the phrase "in the contract" after the word "nothing" was deleted, but the language was not otherwise altered. 1988 Contract Terms, 5.(e). The concept embodied in the "Disputes" clause's last paragraph was incorporated into the Board's "enabling legislation" and carried forward into its rules. That is, the Board is instructed that in dealing with issues of law, it has discretion under the "Disputes" clause to ". . . hear, consider, and decide all questions of law necessary for the complete adjudication of the appeal," and if it appears that jurisdiction is lacking, the Board may nonetheless ". . . make findings of fact with respect to such claims without expressing an opinion on the question of liability." GPO Instruction 110.10C, 7.b.; GPO Instruction 110.12, Preface, V. Whether or not the Respondent has committed a breach of contract is a question of law. The Wessel Company, supra, Sl. op. at 37; Microform Data System, Inc., supra, Sl. op. at 15; Cloverleaf Enterprises, Inc., supra, Sl. op. at 11. Therefore, as the Board understands its mandate, even if it agreed that paragraph (a) of the "Disputes" clause -- containing the phrase "related to" -- gave the Board jurisdiction over the Appellant's breach of contract claim -- it would nonetheless have to deal with the dilemma created by paragraph (e) -- that the Board's decision would not be final and binding, but advisory only. Stated otherwise, if these competing paragraphs of the "Disputes" clause were to be harmonized and given a literal reading, the Board would be allowed to make factual determinations regarding the Appellant's breach of contract claim, but it would be prevented from awarding a meaningful remedy. This situation was specifically addressed by the Supreme Court in Utah Mining, where it observed, in pertinent part: The United States, . . . contends that even if it be accepted that the Boards of Contract Appeals are without jurisdiction to grant relief for breach of contract they are nevertheless authorized by the disputes clause to make binding findings of fact respecting all disputes. * * * * * * * * * * [T]he present charter of the ASBCA provides that: "[when] in the consideration of an appeal it appears that a claim is involved which is not cognizable under the terms of the contract, the Board may, insofar as the evidence permits, making findings of fact with respect to such a claim without expressing an opinion on the question of liability." [Citation omitted.] * * * * * * * * * * The practice of the ASBCA has evidenced an even narrower understanding of the charter provision authorizing findings without expression of opinion on liability. . . . [T]he Board has explained that: "[generally,] as a matter of sound policy, the Board's discretionary right to make findings of fact in instances where a claim is not cognizable under the contract is not exercised, simply because the Board has no way to afford the parties the remedy which logically would flow from the facts found. The cases wherein the Board has declined to consider an appeal because it had no method within the confines of the contract terms to afford a remedy have sometimes been described rather inaptly as being beyond our jurisdiction or beyond our authority to consider. Basically, the lack is not of authority to hear but of authority finally to dispose administratively." [Citation omitted.] [Emphasis added.] United States v. Utah Construction and Mining Company, supra, 384 U.S. at 407-11. See also, Blake Construction Company, Inc., supra, 67-1 BCA ¶ 6,311, at 29,197-98. Since this was the exact problem faced by the Board with respect to the breach of contract claim in Wessel, it was also persuaded that "sound policy" justified a decision not to exercise jurisdiction because it would be unable to dispose of the question with finality. The Wessel Company, supra, Sl. op. at 39. Fourth, the Board rejected the appellant's argument in Wessel that it had breach of contract jurisdiction, because Congress expressly excluded legislative branch agencies from coverage of the CDA, and as GPO was such an agency the Board had to be mindful of the intent of Congress in that regard. Id., Sl. op. at 39-41. In that respect, the appellant contended that the enactment of the CDA, and GPO's subsequent revision of the "Disputes" clause to conform to that law, enlarged the Board's jurisdiction and gave it authority over breach of contract claims by consent of the parties. The Board, however, found that argument to be without substance. The contractor in Microform Data System, Inc., made a similar point when he argued that the CDA effectively overruled the Supreme Court's holding in Utah Mining. Microform Data System, Inc., supra, Sl. op. at 6, 12. However, the CAB panel rejected that contention noting that notwithstanding Congress' conferring breach of contract jurisdiction on agency boards in section 8(d) of the CDA, 41 U.S.C. § 607(d), S. REP. No. 95-1118, 95th Cong., 2d Sess. (1978), reprinted in 1978 U.S. Code Cong. & Ad. News 5239, 5259, that legislation also: . . . provided that a contractor could go directly to the Court of Claims in lieu of appealing to the Contract Appeals Board. It retained the [Wunderlich Act] language on questions of law and provided in 41 U.S.C. 609(b): "In the event of an appeal by a contractor or the Government from a decision of any agency board pursuant to section 607 of this title, notwithstanding any contract provision, regulation or rules of law to the contrary, the decision of the agency board on any question of law shall not be final or conclusive, but the decision on any question of fact shall be final and conclusive and shall not be set aside unless the decision is fraudulent, or arbitrary, or capricious or so grossly erroneous as to necessary imply bad faith, or if such decision is not supported by substantial evidence." If [the CDA] was in effect prior to Utah Mining, . . . there may have been a difference in the [sic] some aspects of the decision, but it would not have affected a question similar to the one before this Board. We are not considering a fact question, but one of law, and both the Wunderlich Act and the [CDA] are consistent with regard to decisions by Contract Boards of Appeal on questions of [l]aw and that is they are not final when an Appeals Board decides them. [Emphasis added.] Microform Data System, Inc., supra, Sl. op. at 15. Consequently, in this case, whether the Board assumed jurisdiction over breach of contract claims by law or by consent, it would still be unable to make a final disposition of the matter. Therefore, here as in Wessel, there is nothing to defeat the sound policy reasons favoring the Board's refusal to exercise its discretion to make factual findings only on such claims, while remaining silent on the issue of liability, and thus provide the Appellant with only "half a loaf." The Wessel Company, supra, Sl. op. at 41. Finally, the Board believed that the doctrine of "sovereign immunity" precluded acceptance of jurisdiction in Wessel. 32/ Id., Sl. op. at 41-45. In that regard, executive branch precedents reflecting that agencies can and do waive sovereign immunity by contract or regulation, 33/ are not particularly helpful in deciding whether the Board should exercise its discretion and take jurisdiction in breach of contract cases. Rather, the Board must be mindful of the fact that GPO is an entity within the legislative branch and that Congress has expressed a certain intent with respect to the processing of contract claims arising in this branch of Government. See, Tatelbaum v. United States, supra, 749 F.2d at 730. Congress expressly excluded judicial and legislative branch agencies from coverage of the CDA because it thought that "[a] cquisition activity by these agencies is relatively small, and subjecting them to regulations promulgated by the executive branch agencies could raise constitutional questions under the 'separation of powers' doctrine." 34/ S. REP. No. 95-1118, 95th Cong., 2d Sess. (1978), 16, reprinted in 1978 U.S. Code Cong. & Ad. News 5250. The CDA is a clear expression of Congress' intent to waive the Government's sovereign immunity with respect to breach of contract claims against covered Federal agencies. 35/ Id., at 5239. 41 U.S.C. § 607(d). Because Congress did not include GPO within the parameters of the CDA, the Board concluded, contrary to the appellant's argument in Wessel, that sovereign immunity applies to breach of contract claims brought against this agency unless some other law governing GPO provides a waiver. The Wessel Company, supra, Sl. op. at 43. The Board only has such powers delegated to it by the Public Printer, the Officer of the United States authorized by statute to contract on behalf of the United States. Peake Printers, Inc., supra, Sl. op. at 6; Bay Printing, Inc., supra, Sl. op. at 9. The Public Printer's procurement authority stems from section 502 of title 44 United States Code, which provides: Printing, binding, and blank-book work authorized by law, which the Public Printer is not able or equipped to do at the Government Printing Office, may be produced elsewhere under contracts made by him with the approval of the Joint Committee on Printing. The legislative history of section 502 discloses that it was enacted as a simple amendment to the Legislative Branch Appropriations Act for Fiscal Year 1930. Act of February 28, 1929, 45 Stat. 1400, H.R. 17053, 70th Cong., 2d Sess (1929). Nothing in section 502 discloses a clear intent by Congress to waive its sovereign immunity. The Congressional Record reveals no lengthy discussion about this amendment in the Senate where it was introduced, 70 Cong. Rec. 3850 (1929), and none at all in the House debates. 70 Cong. Rec. 3329, 3350 ff. (1929). Similarly, the Senate Report has no comments on printing, binding and blank book-work whatsoever. S. REP. No. 1825, 70th Cong., 2d Sess. (1929). Accordingly, there is nothing in the legislative history of section 502 which would reveal the intent of Congress beyond the plain meaning of the words used in the law, i.e., the Public Printer is authorized to contract out printing, binding, and blank-book work which cannot be accomplished in GPO. As the Board indicated in Wessel, it sees nothing in the abbreviated legislative history of section 502 to indicate that by authorizing the Public Printer to contract out printing, binding, and blank-book work, Congress thereby also intended to waive the Government's sovereign immunity with respect to his settlement of contract claims against the United States. The Wessel Company, supra, Sl. op. at 44. Certainly, there is nothing in section 502, or its legislative history, which would amount to the sort of unequivocal expression of a waiver of sovereign immunity which the law requires before imposing a liability on the public treasury. United States v. Mitchell, supra, 445 U.S. at 538; United States v. Testan, supra, 424 U.S. at 399 (1976); Overall Roofing & Construction, Inc. v. United States, supra, 929 F.2d at 688; Fitzgerald v. U.S. Civil Service Commission, 554 F.2d 1186, 1189, n. 8 (D.C. Cir. 1977) (in an appropriate case, it might be possible to find an express waiver of sovereign immunity in particularly clear legislative history). Suffice it to say, Congress is perfectly capable of regulating GPO's procurement activities by statute if it has a mind to. See, United States v. International Business Machines Corporation, supra, 892 F.2d at 1007-08 (GPO is subject to the "Brooks Act" for the purpose of its ADP procurements). Here, as in Wessel, since it takes specific legislation to waive the Government's sovereign immunity, the burden was on the Appellant in this case to point to a Congressional act that gives consent. The Wessel Company, supra, Sl. op. at 45. See, Malone v. Bowdoin, supra, 369 U.S. 643; Cole v. United States, supra, 657 F.2d at 109; Paradyne Corporation v. United States Department of Justice, supra, 647 F.Supp. 1228. The Appellant has not done so in this case. Moreover, the Appellant is in error when it contends (in its Amicus Statement, 4), that the Board acquired breach of contract jurisdiction by virtue of the "Disputes" clause, because sovereign immunity may not be waived by Government officials, United States v. Shaw, supra, 309 U.S. at 500-01; Champaign-Urbana News Agency, Inc. v. J. L. Cummins News Company, Inc., supra, 632 F.2d at 687; Pezzola v. United States, supra, 618 F.Supp. at 548, or by regulation. Heller v. United States, supra, 776 F.2d at 97-98; Millard v. United States, 16 Cl.Ct. at 490. Finally, as the Board indicated in Wessel, from a practical standpoint, the Board believes that the Appellant is not prejudiced by the dismissal of its appeal on jurisdictional grounds. The Wessel Company, supra, Sl. op. at 45. First, except for contract disputes processed in accordance with the CDA, the statute of limitations for filing a claim against the United States with the Claims Court is six years after the right of action first accrues. 28 U.S.C. § 2401. Under the facts in this case, since the Contracting Officer's final decision was rendered on April 10, 1990, the time allowed the Appellant to file its breach of contract claim in the appropriate judicial forum will not expire for four more years. Second, and perhaps more importantly, it is certain that the Appellant and the Respondent would expend a great deal of time and money presenting the appeal at the administrative level, after which either this Board and/or the courts would ultimately, and possibly after the passage of a substantial period of time, decide that the Board had no jurisdiction, with the result that the parties would have to repeat their efforts before a tribunal of competent jurisdiction. Therefore, it seems that the interests of fairness and economy of litigation are best served by having the forum of doubtful jurisdiction -- the Board -- decline to consider the matter and to leave the parties to the forum whose jurisdiction is certain -- the Claims Court. Id., Sl. op. at 46. Accordingly, for these reasons the Board concludes that it lacks jurisdiction to entertain "pure" breach of contract claims, such as this appeal, on the merits. Therefore, to the extent that the Appellant is seeking breach of contract damages, this appeal should be and is DISMISSED. 2. Denial of settlement costs There is no dispute but that the Board has jurisdiction over the Appellant's challenge to the Contracting Officer's final decision regarding its termination settlement proposal. Cf., Microform Data System, Inc., supra, Sl. op. at 17. However, the Board is unable to decide that matter on the state of this record. Therefore, pursuant to Rule 8 of the Board Rules, an evidentiary hearing as prescribed in Rules 17 through 25, is hereby ordered in this appeal on the denial of settlement costs issue. GPO Instruction 110.12, Rules 8, 17-25. The hearing has been scheduled for 10:00 a.m., on Tuesday, April 14, 1992, in the Board's Conference Room (Room A-651), at the U.S. Government Printing Office, 732 North Capitol Street, NW., Washington, DC 20401. It is so Ordered. _______________ 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 June 29, 1990. GPO Instruction 110.12, Subject: Board of Contract Appeals Rules of Practice and Procedure (GPO Instruction 110.12), dated September 17, 1984 (Board Rules), Rule 4. It will be referred to hereafter as R4 File, with an appropriate Tab letter also indicated. The R4 File consists of documents identified as Tab A through Tab V. 2. The Appellant filed its appeal with the Board by letter dated April 12, 1990 (R4 File, Tab V). See also, Appeal File, Tab 1. (The Board's appeal file will be referred to hereafter as App. F., with an appropriate Tab number also indicated.) In a two-page summary attached to that letter, the Appellant categorized its claim as one for "damages" for "[b]reach of contract and [m]alicious and/or negligent behavior on the part of GPO." Id. However, exhibit 11 of the initial filing is a copy of the Appellant's letter to the Contracting Officer, dated September 9, 1989, setting forth the contractor's claim for termination of convenience. Id. The dual nature of the Appellant's claim was confirmed in its letter to the Board, dated July 5, 1990, which it wrote after having received and reviewed the R4 File (App. F., Tab 6). 3. With the consent of the parties, this case was joined for the purposes of a prehearing telephone conference on December 12, 1990, with another appeal filed by the Appellant, Docket No. GPO BCA 31-90. During the prehearing telephone conference, however, the parties were assured by the Board that even though the appeals had been consolidated for that limited purpose, separate decisions would be rendered in each. See, Prehearing Telephone Conference Report (PCR), p. 1 By Order, dated August 22, 1991, the Board officially severed both cases. See, Order Closing the Record and Filing of Briefs, dated August 22, 1991, p. 1. 4. The IFB refers to GPO Contract Terms effective December 1, 1987. However, the IFB was issued and the contract awarded after the 1988 revisions to GPO Contract Terms went to effect-September 1988. Therefore, the Board assumes that the IFB is referring to the 1987 draft of those 1988 revisions, which the Board understands to be basically the same. Indeed, the Board notes that even the revised IFB for Program D404-M, note 9 infra, which was issued by the Respondent on May 23, 1989, and covered the period from July 1, 1989, to June 30, 1990, still referred to GPO Contract Terms effective December 1, 1987 (R4 File, Tab G, p. 2). Accordingly, for the sake of convenience, the Board will refer to the final (1988) version of GPO Contract Terms in this opinion; i.e., 1988 Contract Terms. Finally, the record discloses that the Program D404-M QATAP standards for both Product Quality Levels (Printing Attributes and Finishing Attributes) was Level III (R4 File, Tab A, p. 2). The Inspection Level standard for Non-Destructive tests was General Inspection Level I, while the measurement for Destructive tests was Special Inspection Level S-2 (R4 File, Tab A, p. 2). 5. There were also a specified standard relating to the Type Quality and Uniformity attribute (Average type dimension in publication/Camera copy) (R4 File, Tab A, p. 2). For subcontracting purposes, the predominant production function was typesetting (R4 File, Tab A, p. 2). 6. The contract in question was a "direct-deal term contract" and print orders were to be issued by the DOJ. As explained in the GPO Agency Procedural Handbook, GPO Publication 305.1, dated March 1987 (GPO Handbook): "[d]irect-deal term contracts allow the customer agency to place print orders (GPO Form 2511) directly with contractors rather than routing them through the GPO for placement." GPO Handbook, Section IV, ¶ 1, at 8. The purpose of this method of contract administration is " . . . to ensure that agency printing needs are met in the most effective and efficient manner possible." Id. It should be noted, however, that agency direct-deal authority ". . . extends only the placement of print orders and to the transmission of copy and proofs. . . .All other authority rests with GPO's Contracting Officers." GPO Handbook, Section IV, ¶ 2, at 9. See, Castillo Printing Co., GPO BCA 10-90 (May 8, 1991), Sl. op. at 3-4. 7. At the prehearing conference, Counsel for GPO stated that the difference between the bid and the contract cost shown on the Purchase Order was based on proration of the total cost and other factors, which could be explained in detail if this became an issue between the parties. PCR, p. 4. 8. Under GPO's Printing Procurement Regulation (PPR), GPO Publication 305.3, CRB review and concurrence is required in four post-award situations, including proposed termination of a contract for the convenience of the Government when resolicitation is required. PPR, Chap. I, Sec. 10, ¶ 4.b.(ii). CRB approval is also required for proposed settlements of contracts terminated for the convenience of the Government if the settlement is more than $2,000. Id., ¶ 4.b.(iii). 9. One member of the CRB, Joseph Nadler, indicated that he was approving the termination for convenience only, and not the proposal to revise or readvertise Program D404-M (R4 File, Tab E). However, in a conversation with the Contracting Officer on April 12, 1989, Nadler explained that his concurrence was limited to the termination action because he had not read the revised specifications for Program D404-M, and therefore he could not agree in advance to the manner in which GPO would readvertise contract (R4 File, Tab E). The IFB for Program D404-M, as revised, were issued by the Respondent on May 23, 1989, and covered the period from July 1, 1989, to June 30, 1990 (R4 File, Tab G). All potential bidders were informed that the specifications had been extensively revised (R4 File, Tab G, p. 1). Essentially, the revised specifications divided the work into two categories-category 1 was work performed from Government-furnished manuscript, category 2 was work sent to the contractor by teletransmission. Among other things, the "SCOPE" clause was amended to read as follows: "These specifications cover the production of legal publications requiring such operations as composition, film-making, printing, binding, packing, and delivering. For category 1, manuscript will be furnished. For category 2, material will be furnished through teletransmission of data that has been keyed using word processing software and by facsimile transmission" (R4 File, Tab G, p. 6). 10. See, 1988 Contract Terms, Contract Clauses (Termination for the Convenience of the Government) (TCG), ¶¶ 19.(a)-(k)((2)(1). Among other things, the TCG clause: (1) gives the Government an absolute right to terminate a contract for convenience, in whole or in part, where it is determined that such termination is in the Government's interest (¶ 19.(a)); (2) provides for a Notice of Termination (Notice) to the contractor specifying the extent of termination and the effective date (¶ 19.(a)); (3) places certain obligations on the contractor on receipt of the Notice, including stopping work, ceasing subcontracting, terminating existing subcontracts, settling all outstanding liabilities and termination settlement proposals from the subcontractors, completing performance of the work not terminated, and using its best efforts to sell property and inventory, as directed by the contracting officer (¶ 19.(b)(1)-(10)); (4) requires that the contractor submit a final termination settlement proposal on GPO form 911 to the contracting officer no later than 3 months from the effective date of termination (¶ 19.(c)); (5) provides that where no agreement is reached on the total amount of settlement, the contracting officer shall still pay the contractor: (a)the contract price for completed supplies or services accepted by the Government (adjusted for any savings for freight and other charges) (¶ 19.(e)(1)); (b) the costs incurred in the performance of the work terminated (¶ 19.(e)(2)(i)); (c) the cost of settling and paying termination proposals under terminated subcontracts (¶ 19.(e)(2)(ii)); (d) a fair and reasonable profit on the work terminated (¶ 19.(e)(2)(iii); (6) incorporates the costs principles and procedures of article 45 of 1988 Contract Terms (¶ 19.(f)); and (7) allows a contractor who disagrees with the contracting officer's decision on its termination settlement proposal to appeal to the Board under the "Disputes" clause (article 5) (¶ 19.(h)). 11. According to the record, one of the other contractors, Wilson-Epes, did agree to cancellation of the contract without additional cost (R4 File, Tab F). The record does not indicate if the third contractor, Charles P. Young Company, also concurred in those terms. 12. Furthermore, in an attachment to the form, the Appellant not only explained how it arrived at its settlement proposal figures, but also told the Respondent that the termination action had serious consequences because: "I have been in negotiations to sell a share of my company to a group of investors and this Breach of Contract/Termination for Convenience has seriously jeopardized that sale. My winning of the [t]elecommunications contract for [DOJ] helped offset the loss of this contract, but as I pointed out in my cover letter, that telecommunications need appears to have been a sham and not a single job has developed, even though the contract estimates an average of 32 pages of briefs per day to be issued." See, R4 File, Tab K, Attachment to GPO Form 911, p. 3. See also, R4 File, Tab O. 13. The Appellant's letter refers to correspondence from the Contracting Officer, dated October 16, 1989, which is not in the R4 File. From the correspondence in the file, it is apparent that the October 16, 1989, letter relates to another Program (D358-M) and a different issue (poor shipping/delivery performance) than those involved in this appeal. 14. The audit report was based on an examination of the Appellant's settlement proposal, documents in GPO's procurement file, and records furnished by the contractor (R4 File, Tab Q, Attachment I). 15. The record shows that on March 21, 1990, the Contracting Officer contacted Laurel Wilson of the OIG staff for additional information on the settlement expenses portion of the audit report (R4 File, Tab R). According to Wilson, one problem with performing the audit was that the Appellant did not explain how he arrived at his figures, but it did provide a listing of hours worked, well as the hourly rate for two employees-Rita Langford and Ford (R4 File, Tab R). Although no hourly rate was provided for Richard Swanson, the auditors believed $15.00 an hour was fair compensation (R4 File, Tab R). 16. An examination of the Contracting Officer's letter of March 23, 1990, discloses the following disposition of the Appellant's claim: (1) Labor costs for severance pay ($6,468.00 claimed)-$809.80 of the claim could be supported if the Appellant proved that amount was actually paid, that the employees spent a substantial amount of their time on contract work, and the employees were released because of the termination of Program D404-M (the balance of the claim was denied); (2) Overhead expenses ($136,230 claimed)-provided that the labor costs of $809.80 was supported with additional evidence, $392.83 (based on a claimed overhead rate of 48.51 percent) could be allowed (the balance of the claim, representing all overhead not related to direct labor costs, was denied); (3) Capital acquisition debt ($46,901.00 claimed)-the entire amount was denied because the Appellant was not guaranteed an award of the contract in any given year, nor a was it assured of a position in the sequence of bidders, and the equipment in question could be used for a variety of composition and printing contracts; (4) General and administrative expenses (G & A) ($15,016.00 claimed)-provided that the labor costs of $809.80 was supported with additional evidence, $44.62 (based on a claimed G & A rate of 5.51 percent) could be allowed (the balance of the G & A costs not related to direct labor costs, was denied); (5) Lost profit ($40,878.00 claimed)-the entire amount was denied on the ground that profit on work which was neither ordered nor performed is not allowed in a termination for convenience; and (6) Settlement expenses ($303.75 claimed)-$283.64 was allowed as reimbursement for the cost of preparing the settlement proposal (the balance was denied because it was not supported by documentation) (R4 File, Tab S). 17. See note 16 supra. 18. At the request of the Board, the Appellant was invited to submit an amicus statement of position on the breach of contract issue in the Wessel case. PCR, p. 18, fn. 1. The Appellant complied with this request in an undated letter, which was received by the Board on March 19, 1991. 19. The Board's understanding of the positions of the parties is based on the documents in the record, other material submitted by the Appellant including its amicus statement in the Wessel case, and their statements during the prehearing telephone conference held on December 12, 1990. 20. It is apparent from both the Appellant's amicus statement in the Wessel case and the discussions during the prehearing telephone conference, that the Appellant was presenting the breach of contract issue to the Board on the advise of its attorney, who thought it was necessarily in order to exhaust the Appellant's administrative remedies before filing suit in the Claims Court. Amicus Statement, ¶ 1; PCR, p. 7. However, the Appellant also stated it was primarily interested in obtaining fair compensation, and if available as termination costs, then it might not pursue the breach of contract claim. Id. 21. During the prehearing telephone conference the Appellant questioned the completeness of the OIG's audit report, stating that some essential attachments like the auditor's preliminary reports, work papers, and prior drafts were missing from the R4 File and should be included. PCR, p. 9. The Respondent, on the other hand, stated that copies of all the communications addressed to and received from the audit staff, had been included in the R4 File. PCR, p. 10. Furthermore, the Respondent contended that only the audit report was sent by the OIG to the Contracting Officer; no draft reports or staff work papers were received by her. Id. Moreover, no rules or guidelines, other than those included in the R4 File were separately issued to the audit staff, but rather they had used generally accepted accounting principles in their approach. Id. 22. The record on which the Board's decision is based consists of: (1) the Appellant's letter, dated April 12, 1990, appealing the Contracting Officer's final decision; (2) the R4 File (Tabs A-V); (3) the Appellant's letter, dated July 5, 1990, furnish additional information; (4) the Prehearing Telephone Conference Report; and (5) the amicus statement submitted by the Appellant in the Wessel case. 23. A "pure" breach of contract claim is a claim not redressable under a specific contract provision. United States v. Utah Construction and Mining Company, 384 U.S. 394, 404, n. 6 (1966); Blake Construction Company, Inc., GSBCA No. 2205, 67-1 BCA ¶ 6,311, at 29,198. 24. In a recent decision, Stephenson, Inc., GPO BCA 2-88 (December 20, 1991), a case stemming from a contracting officer's partial termination of the appellant's contract for default based on the timely delivery of nonconforming books, the Board was asked to consider, among the other defenses offered by the breaching contractor, whether GPO's conduct during the period between receipt of the books and the date of termination amounted to a breach of the Government's implied duty to cooperate with the appellant to complete performance under the contract. Stephenson, Inc., supra, Sl. Op. at 38. The Board found, on the facts, that no breach had occurred in that case and rejected the appellant's defense. Stephenson, Inc., supra, Sl. Op. at 46-47. That decision is clearly distinguishable from this appeal because it was not a "pure" breach claim; rather, the appellant, as the breaching party, was alleging "breaching" conduct on the part of the Government as a defense against the consequences of its own default; i.e., no money damages were being sought by the contractor. Accord, Spectrum Leasing Corporation, GSBCA Nos. 7347, 7379, 7425-27, 90-3 BCA ¶ 22,984; Ballenger Corporation, DOTCAB No. 74-32, 84-1 BCA ¶16,973, mod. on other grounds, 84-2 BCA ¶ 17,277. Therefore, the focus of the Board's analysis in this appeal, as in Wessel, must necessarily be on whether or not it has the authority to award damages or are its remedial powers limited by the contract itself? 25. Before the Board, Wessel amended its claim to reflect total damages in the amount of $353,817.60. 26. The CDA does not apply to GPO contracts because it is a legislative branch agency. See, Tatelbaum v. United States, 749 F.2d 729, 730 (Fed. Cir. 1984). 27. The Board was created by the Public Printer in 1984 to succeed the prior Contract Appeals Board (CAB), in order to provide GPO with permanent, independent organization solely responsible for the resolution of contract disputes. GPO Instruction 110.10C, Subject: Establishment of the Board of Contract Appeals (GPO Instruction 110.10C), dated September 17, 1984. Among other things, GPO Instruction 110.10C, provides, in pertinent part: "3. Statutory Authority. The United States Government Printing Office (hereinafter GPO) is an Office in the legislative branch of the United States Government. United States v. Allison, 91 U.S. 372 (1876); Lewis v. Sawyer, C.A. No. 82-2869, Memorandum at 3 (D.D.C. Dec. 20, 1982); Thompson v. Sawyer, 678 F.2d 257 (D.C. Cir. 1982); McKenzie v. Sawyer, 648 F.2d 257 (D.C. Cir. 1982); Comp. Gen. Op. B-208272 (1983); Comp. Gen. Op. B-152126 (1963); 36 Comp. Gen. 163 (1956); 34 Comp. Gen. 485 (1955). As such, GPO contract disputes are not subject to the procedures prescribed by the Administrative Procedure Act, 5 U.S.C. § 551 et seq. (1982), or the Contract Disputes Act of 1978, Pub. L. No. 95-563, 92 Stat. 2383-91 (codified at 41 U.S.C. §§ 601-613 (1982)). The GPO is under the direction and supervision of the Public Printer of the United States, whose statutory and administrative powers include the authority to enter into contracts on behalf of the United States and to make final administrative determinations regarding such contracts. See 44 U.S.C. §§ 301, 309, 501, 502. . . . 5. Jurisdiction of the Board. The Board shall consider and determine appeals from final decisions of Contract Officers relating to contracts which contain provisions requiring the determination of appeals by the Public Printer, or his duly authorized representative or board. By agreement, the Board may also consider and determine appeals from decisions of other legislative branch Contracting Officers made pursuant to their contracts. In addition, the Board shall have jurisdiction over such other procurement-related matters as may be assigned to it by the Public Printer. The Board has authority to determine appeals falling within the scope of its jurisdiction as fully and finally as might the Public Printer. . . . 7. Decisions of the Board. a. Appeals shall be heard by a single Administrative Judge who shall decide them in an impartial, fair, and just manner. Decisions shall be supported by substantial evidence on the record as a whole. The decision shall be deemed the decision of the Board. b. When an appeal is taken pursuant to a Disputes clause of a contract which limits appeals to disputes concerning questions of fact, the Board may, in its discretion, hear, consider, and decide all questions of law necessary for the complete adjudication of the appeal. In consideration of an appeal, should it appear that a claim is involved which is not cognizable by the Board, the Board may make findings of fact with respect to such claims without expressing an opinion on the question of liability." [Emphasis added.] 28. The preface to GPO Instruction 110.12, the Board's Rules of Practice and Procedure, provides in relevant part: "I. Jurisdiction for Considering Appeals. [The Board] . . . shall consider and determine appeals from final decisions of contract officers relating to contracts which contain provisions requiring the determination of appeals by the Public Printer, or his duly authorized representative or board. By agreement, the Board may also consider and determine appeals from decisions of other legislative branch Contracting Officers made pursuant to their contracts. In addition, the Board shall have jurisdiction over other procurement-related matters assigned to it by the Public Printer. The Board has authority to determine appeals falling within the scope of its jurisdiction as fully and finally as might the Public Printer. . . . V. Decisions on Questions of Law. When an appeal is taken pursuant to a "Disputes" clause of a contract which limits appeals to disputes concerning questions of fact, the Board may, in its discretion, hear, consider, and decide all questions of law necessary for the complete adjudication of the appeal. In consideration of an appeal, should it appear that a claim is involved which is not cognizable by the Board, the Board may make findings of fact with respect to such claims without expressing an opinion on the question of liability." [Emphasis added.] 29. The "Disputes" clause applicable to the Appellant's contract provided that: (a) any dispute concerning a question of fact arising under or related 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 a written notice of appeal to the Board; (c) the Board's decision is final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence; (d) the contractor shall be afforded an opportunity to be heard and to offer evidence in support of his/her appeal; and (e) the "Disputes" clause does not preclude consideration of law questions by the Board, provided, that nothing shall be construed as making final the decision of any administrative official, representative, or board on a question of law. [Emphasis added.] 1988 Contract Terms, Contract Clauses, ¶ 5. The last paragraph of the "Disputes" clause paraphrases the requirements of the Wunderlich Act, 41 U.S.C. §§ 321, 322, which provides, in part: "No Government contract shall contain a provision making final on a question of law the decision of any administrative official, representative, or board." 41 U.S.C. § 322. See also, GPO Contract Terms No. 1, GPO Publication 310.2 (Rev. October 1980), ¶2-3.(b) (1980 Contract Terms). 30. Prior to 1984, appeals from decisions of GPO Contracting Officers were considered by ad hoc panels composed of various GPO employees specifically appointed by the Public Printer from nominees selected by GPO Department and Service heads to serve on the CAB. GPO Instruction 110.10 , Subject: Board of Contract Appeals Rules of Practice and Procedure, dated June 6, 1979 (GPO Instruction 110.10), ¶ 3.b.; GPO Instruction 110.10A, Subject: Board of Contract Appeals Rules of Practice and Procedure, dated September 17, 1980 (GPO Instruction 110.10A), ¶ 4.b.; GPO Instruction 110.10B, Subject: Board of Contract Appeals Rules of Practice and Procedure, dated June 18, 1981 (GPO Instruction 110.10B), ¶ 4.b. These ad hoc panels consisted of three (3) members who were assigned to hear appeals on a case-by-case basis. GPO Instruction 110.10, ¶ 3.c.; GPO Instruction 110.10A, ¶ 4.c.; GPO Instruction 110.10B, ¶ 4.c. The 1981 directive amended the panel makeup to the extent that at least one member had to be an attorney. Id. 31. On its face, the 1988 revision to the "Disputes" clause harmonizes GPO Contract Terms with FAR § 52.233-1(b). 32. The doctrine of "sovereign immunity" simply means that the Government cannot be sued or held liable without its consent. United States v. Mitchell, 445 U.S. 535 (1980), rehearing den. 446 U.S. 992 (1980), on remand 664 F.2d 265 (Ct. Cl. 1981), cert. granted 457 U.S. 1104 (1982), affirmed, case remanded 103 S.Ct. 2961 (1983); United States v. Sherwood, 312 U.S. 584, 586 (1941); McQueen v. Bullock, 907 F.2d 1544 (5th Cir. 1990), cert. denied 111 S.Ct. 1308 (1991); Valn v. United States, 708 F.2d 116 (3rd Cir. 1983); Garrett v. United States, 640 F.2d 24 (6th Cir. 1981); Vote v. United States, 753 F.Supp. 866 (D.Nev. 1990), affirmed 930 F.2d 31 (9th Cir. 1991). The purpose of the doctrine is to protect the fiscal integrity of the Government. Gnotta v. United States, 415 F.2d 1271, 1277 (8th Cir. 1969); Neely v. Blumenthal, 458 F.Supp. 945, 954 (D.D.C. 1978); Drumright v. Padzieski, 436 F.Supp. 310, 318 (E.D. Mich., S.D. 1977). 33. See, Color Corner, Ltd., ASBCA No. 26683, 82-2 BCA ¶15,957 at 79,095 (non-CDA case). See also, King and Queen Drive-In, ASBCA No. 14764, 72-1 BCA ¶ 9467; Texida, Inc., ASBCA No. 19854, 75-2 BCA ¶ 11,505. These cases involve nonappropriated fund activities (NAFs) which, in the Federal Government's organizational scheme are considered sui generis because of their quasi-commercial aspects and their close connection to the welfare funds of the Military Departments. The Board is not persuaded that the GPO's situation it analogous to that of the NAFs. The Wessel Company, supra, Sl. op. at 41-42. 34. Congress' concern for the "separation of powers" doctrine can be somewhat flexible. See, Wehran Engineering Corporation, GSBCA No. 6055-NAFC, 84-3 BCA ¶ 17,614 (where a legislative branch entity, the National Alcohol Fuels Commission (NAFC), entered into an agreement with the GSBCA to resolve NAFC contract disputes). Indeed, for certain types of procurements-those relating to the purchase, lease and maintenance of Automated Data Processing (ADP) equipment- Congress has included GPO within the definition of "Federal agency" for coverage under the so-called "Brooks Act." Federal Property and Administrative Services Act of 1949, §111(a)(1), 40 U.S.C. § 759(a)(1), as amended by the Act of October 30, 1986, § 101 et seq., 100 Stat. 3341, 334-342 (amending sec. 822). See, United States v. International Business Machines Corporation, 892 F.2d 1006, 1007-08 (Fed. Cir. 1989). Furthermore, GPO was included under the coverage of the Civil Service Reform Act of 1978, Pub. L. 95-454 (October 13, 1978), 92 Stat. 1191, and appears, for example, before the Federal Labor Relations Authority for the resolution of its labor-management disputes. 5 U.S.C. §§7103(a)(3). See, Joint Council of Unions, GPO and U.S. Government Printing Office, Case No. 0-NG-397, 10 FLRA 448 (1982). 35. It is "black letter" law that waivers of sovereign immunity must be unequivocally expressed and may not be implied. United States v. Mitchell, supra, 445 U.S. at 538; United States v. Testan, 424 U.S. 392, 399 (1976); United States v. King, 395 U.S. 1, 4 (1969); Overall Roofing & Construction, Inc. v. United States, 929 F.2d 687, 688 (Fed. Cir. 1991); Ascot Dinner Theatre, Ltd. v. Small Business Administration, 887 F.2d 1024 (10th cir. 1989); Fidelity Construction Company v. United States, 700 F.2d 1379, 1387 (Fed. Cir. 1983). Furthermore, waivers of sovereign immunity are strictly construed in favor of the sovereign. Library of Congress v. Shaw, 478 U.S. 310, 318 (1986); Ruckelhaus v. Sierra Club, 463 U.S. 680 (1983); Lehman v. Nakshian, 453 U.S. 156 (1981); McMahon v. United States, 342 U.S. 25, 17 (1951); Haase v. Sessions, 893 F.2d 370 (D.C. Cir. 1990); First National Bank in Brookings v. United States, 829 F.2d 697 (8th Cir. 1987); Sutton v. United States, 819 F.2d 1289 (5th Cir. 1987); Wagner Seed Company, Inc. v. Bush, 709 F.Supp. 249 (D.D.C. 1989); United States v. Rose, 549 F.Supp. 830 (S.D.N.Y. 1982); Boehm v. United States, 22 Ct. Cl. 511 (1991). Res. Brf., pp. 2-3. For that reason, it takes an Act of Congress to waive the Government's sovereign immunity. Malone v. Bowdoin, 369 U.S. 643 (1962); Dalehite v. United States, 346 U.S. 15 (1953); Cole v. United States, 657 F.2d 107, 109 (7th Cir. 1981), cert. denied 454 U.S. 1083 (1981); Metropolitan Sanitary District of Greater Chicago v. United States Department of Navy, 722 F.Supp. 1565, on reconsideration 737 F.Supp. 51 (N.D.Ill. 1989); Paradyne Corporation v. United States Department of Justice, 647 F.Supp. 1228 (D.D.C. 1986); Van Schaick v. United States, 586 F.Supp. 1023, 1029 (D.S.C. 1983). Sovereign immunity may not be waived by Government officials, United States v. Shaw, 309 U.S. 495, 500-01 (1940); Champaign-Urbana News Agency, Inc. v. J. L. Cummins News Company, Inc., 632 F.2d 680, 687 (7th Cir. 1980); Pezzola v. United States, 618 F.Supp. 544, 548 (D.E.D. N.Y. 1985), or by regulation. Heller v. United States, 776 F.2d 92, 97-98 (3rd Cir. 1985); Millard v. United States, 16 Cl.Ct. 485, 490 (1989).