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

In the Matter of         )
                         )
The Appeal of            )
                         )
SHEPARD PRINTING         )     Docket No. GPO BCA 37-92
Program B717-S           )
Purchase Order 91595     )

   DECISION AND ORDER

   By letter dated October 2, 1992, Shepard Printing, 620-G East
   Diamond Avenue, Gaithersburg, Maryland 20877 (Appellant or
   Contractor), filed a timely appeal from the September 18,
   1992, final decision of Contracting Officer Linwood Imlay, of
   the U.S. Government Printing Office's (Respondent or GPO or
   Government) Printing Procurement Department, Washington, DC
   20401, rejecting the Appellant's request for an equitable
   adjustment of $11,979.38, representing the Contractor's loss
   of anticipated profits, when the Government failed to place an
   order for a Department of Labor (DOL or customer agency)
   Annual Report under its contract identified as Program B717-S,
   Purchase Order 91595 (R4 File, Tabs H and K).1  For the
   reasons which follow, the decision of the Contracting Officer
   is hereby AFFIRMED, and the appeal is DENIED.2

   FINDINGS OF FACT3

   1.   On June 21, 1991, the Respondent issued an Invitation for
   Bids (IFB), soliciting bids on a single-award, term contract
   for the production and distribution of DOL General Wage
   Determination Reports (GWDRs), consisting of 52 Weekly Updates
   and an Annual Report (three volumes) (R4 File, Tab A, p. 5).4
   The contract covered the period August 1, 1991 through July
   31, 1992 (R4 File, Tab A, p. 1).

   2.   Among other specifications, the contract contained a
   "Requirements" clause, which stated, in pertinent part:

      This is a requirements contract 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.

      Except as otherwise provided in this contract, the
      Government shall order from the contractor all the items
      set forth which are required to be purchased by the
      Government activity identified on page 1 (R4 File, Tab A,
      p. 4.)5
      [Emphasis added.]

   3.   On August 6, 1991, the Respondent issued Purchase Order
   91595 to the Appellant awarding it a contract for the contract
   price of $90,193.00 (R4 File, Tab D).  It is undisputed that
   during the contract term the DOL issued print orders for the
   Weekly Updates, which were fulfilled by the Contractor.  See,
   Report of Prehearing Conference (April 30, 1993), p. 3 (PCR).
   However, the record also shows that on July 24, 1992, during
   the term of the Appellant's contract, the DOL submitted 60
   Printing and Binding Requisitions (Form SF-1) (hereinafter
   SF-1s) to the Respondent for the printing and publication of
   GWDRs, which were produced by GPO at its own facility.6  PCR,
   pp. 5-6.

   4.   The DOL did not issue any print order for the three
   volume Annual Report during the contract period.  PCR, p. 3.
   The reason the DOL did not order the Annual Report in 1992,
   "as per the contract," was that the customer agency:

      . . . changed computer systems; during the process the
      system failed, losing much data.  The past few months have
      been spent in getting it up and running, hoping to put out
      the next Annual Report by December or January this year (R4
      File, Tab I).

   5.   On August 13, 1992, after the disputed contract had
   expired and the work had been awarded to a different printer
   under a new contract, the Appellant telephoned the Contracting
   Officer and raised the matter of compensation for the Annual
   Report, even though it was never ordered by the DOL (R4 File,
   Tab E).  In response, the Contracting Officer told the
   Appellant to submit a proper claim for his consideration,
   although he also expressed the opinion that since such
   requirements are estimates only, claims of this nature are
   generally denied (R4 File, Tab E).

   6.   Accordingly, on August 24, 1992, the Contractor sent a
   letter to the Contracting Officer by facsimile transmission,
   seeking an equitable adjustment in the amount of $11,979.38
   "because of the [G]overnment's failure to order the [A]nnual
   [R]eport, a specified requirement of the contract[.]" (R4
   File, Tab F).  In filing its claim, the Appellant reasoned:

      [The "Requirements" clause of the contract] . . . states in
      part that: ". . . 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.". . . .The Annual Report is not an
      estimated requirement but is a major part of the contract
      that represents approximately 36 percent of the bid price.

      The deletion of this requirement by the Government is
      tantamount to a constructive change to the contract and our
      company is entitled to recover anticipated profits because
      the Government is going to procure this item

      from a successor contractor to satisfy its requirement (R4
      File, Tab F).  [Emphasis added.]

   7.   The following day, when the Appellant telephoned the
   Contracting Officer to see if he had received the claim, it
   was advised that the Respondent would not issue a change order
   because:

      The contract is a requirements contract for estimated
      quantities.  The quantity [of] requirements represent[s]
      the best estimate of forecast needs furnished by the [DOL]
      to GPO.  The quantities are estimates only.  The
      [Government] simply agrees that for the stated period it
      will use the contract to satisfy its actual requirements
      which may be more or less than the estimate (R4 File, Tab
      G).  [Original emphasis.]

   8.   On September 18, 1992, the Contracting Officer issued a
   written final decision rejecting the equitable adjustment
   claim, essentially for the following reasons:  (1) this was a
   requirements  contract and the items covered were "estimates
   only;" (2) the contract quantities were reasonable estimates
   based on the past history of the program and DOL's previous
   orders; and (3) no print order was issued for the Annual
   Report because of a good faith decision by the Government to
   reduce its activity due to an unanticipated change in its
   situation ((R4 File, Tab H).  Specifically, the Contracting
   Officer told the Appellant:

      As you pointed out, the Government originally estimated
      that during the term of the contract there would be one
      order placed for the Annual

      Report consisting of three volumes; however the order was
      never placed.

      This is a requirements contract. . . .[As stated in the
      "Requirements" clause], the quantities are estimates only.
      The Government agrees that for the stated time period, it
      will use the contract to satisfy its actual requirements,
      which may be more or less than the estimate.  The estimated
      quantities are based on the past history of the contract
      and the agencies [sic] estimated quantities.

      The contractor is not entitled to compensation if the
      Government's failure to place orders results from either
      risks assumed by the contractor or good faith decisions of
      the Government to reduce its activity because of
      unanticipated changes in its situation.  Therefore, your
      request for an equitable adjustment is denied.



   9.   On October 2, 1992, the Contractor appealed the
   Contracting Officer's final decision of September 18, 1992, to
   the Board (R4 File, Tab K).

   ISSUES PRESENTED

   As indicated by the Board at the close of the presubmission
   conference held on February 11, 1993, three questions are
   presented by the facts in this case:

      1.   Are covered items treated as separate entities under a
      "Requirements" clause, or are the specified estimated
      quantities controlling, if they are in good faith?

      2.   If the Annual Report was a separate requirement under
      the contract, did the DOL's failure to place an order for
      it amount to a change in the terms of the contract, and if
      so, is the Appellant entitled to an equitable adjustment
      for the profits it lost because of the Government's
      omission?

      3.   Were the SF-1s issued by the DOL on July 24, 1992,
      during the term of the Appellant's contract, covered by the
      Contractor's agreement, so that GPO breached the contract
      by printing the material in-house?

See, PCR, pp. 6-7.

   POSITION OF THE PARTIES7

   The central question in this appeal involves the proper
   interpretation of the "Requirements" clause of the contract.
   Appellant maintains that the plain meaning of so much of that
   clause which says that an equitable price adjustment can not
   be based on the failure of the Government to place orders ". .
   . for the items . . . in the amounts or quantities described
   as 'estimated'", is that the sentence refers only to changes
   in the "estimated" amounts or quantities, but not to the item
   itself.8 PCR, pp. 4-5.  The essence of the Appellant's
   argument is its belief that "a 'requirement' is a need not an
   estimate."  App. Brf., p. 1.  The Contractor contends that
   since the Annual Report is a requirement and is listed as a
   separate item in the contract's "Schedule of Prices," not
   placing an order for the Annual Report and eliminating it
   altogether, amounts to a change in the contract by the
   Government.  App. Brf., p. 2; App. R. Brf., p. 1.  Thus, the
   Appellant also believes that the "Requirements" clause is
   inapposite to the facts of this case; i.e., a total failure to
   order a listed item.  PCR, p. 5.

   With regard to the second issue, the Contractor contends that
   when the DOL did not place an order for the Annual Report it
   effectively eliminated more than a third of the printing
   required under the contract, and caused the Appellant a loss
   in estimated profits.  PCR, p. 5.  The Appellant argues that
   the DOL's failure to order the Annual Report amounted to a
   change in terms of the contract, for which it was entitled to
   an equitable adjustment from the Government for its lost
   profits.9

   Finally, the Appellant contends that the SF-1s issued by the
   DOL on July 24, 1992, during the term of its contract, were
   covered by the agreement and should have been ordered from the
   Contractor.  PCR, pp. 5, 7, fn. 6; March Letter, p. 2.
   Because GPO printed the GWDRs requisitioned in-house, instead
   of placing the order under the contract, the Appellant
   believes that the Respondent breached its agreement, and
   harmed it by increasing the Contractor's loss of profits.
   PCR, pp. 5, 7, fn. 6;  March Letter, pp. 1, 2.  Accordingly,
   for all of these reasons, the Appellant believes that it is
   entitled to an equitable adjustment in this case.

   The Respondent, on the other hand, takes the view that no
   equitable adjustment is warranted in this case because the
   "estimates" language in the "Requirements" clause applies to
   both the items named and the quantities given for them.  PCR,
   p. 4.  In that regard, the Respondent argues that the settled
   law of requirements contracts merely obligates the Government
   to fill all of its actual needs for a particular item from the
   contractor during the contract term.  Res. Brf., p. 5 (citing,
   Shader Contractors, Inc. v. United States, 149 Ct.Cl. 535,
   538, 276 F.2d 1, 4 (1960)).  More importantly, under the law
   the contractor, not the Government, assumes the risk that the
   covered items and quantities might not be ordered.  PCR, p. 4;
   Res. Brf., p. 5 (citing, Medart, Inc. v. Austin, 967 F.2d 579
   (Fed. Cir. 1992); Res. R. Brf., p. 2.  Indeed, GPO says that
   the law presumes that a contractor bidding on a requirements
   contract takes into consideration the possibility that the
   amount of work actually produced might vary from the estimates
   in the solicitation.  Res. Brf., p. 6 (citing, Propane
   Industrials, Inc. v. General Motors Corporation, 419 F.Supp.
   214, 218 (W.D. Mo. 1977); Shader Contractors, Inc. v. United
   States, supra, 149 Ct.Cl. at 538, 276 F.2d at 4; B & W Press,
   GPOCAB 9-83 (March 8, 1984)).10   Thus, so long as the failure
   to place any orders at all under a requirements contract is
   bona fide, and the contractor is used to fill any needs the
   Government does have, there is no liability for unordered
   supplies.  Res. Brf., p. 6 (citing, Folge & Company v. United
   States, 135 F.2d 117 (4th Cir. 1943); National Laundry Company
   v. United States, 63 Ct.Cl. 626 (1927); AGS-Genesys
   Corporation, ASBCA No. 35302, 89-2 BCA  21,702; Alamo
   Automotive Service, Inc., ASBCA No. 8815, 63 BCA  3,3830;
   Metro Industrial Painting Corporation, ASBCA No. 6328, 62 BCA
    3,343); Res. R. Brf., pp. 2-3.  Consequently, since it is
   undisputed that the DOL's failure to order the Annual Report
   in this case was due to the unexpected computer system
   breakdown, and as the Government used the Appellant to fulfill
   all of its other requirements under the contract, the
   Respondent believes that there is no merit to the Contractor's
   equitable adjustment claim, and it should be dismissed.11
   PCR, p. 4; Res. Brf., pp. 6-8; Res. R. Brf., p. 3.

   The Government's failure to write print orders from the July
   SF-1s and place them with the Appellant is a totally different
   matter.12  In that regard, the Respondent believes that the
   Appellant's breach of contract argument must fail for three
   reasons:  (1) the Board is without jurisdiction to entertain
   it; (2) the Contractor has not exhausted its administrative
   remedies; and (3) even if the Board has jurisdiction, the
   Government did not violate any of the Appellant's contractual
   rights by printing the material in-house.  Res. Brf., pp.
   8-11.  First, the Respondent contends that since the Board is
   not a creature of the Contract Disputes Act of 1978 (CDA),
   Pub. L. 95-563 (November 1, 1978), 92 Stat. 2383, 41 U.S.C. 
   601 et seq., but rather takes its authority from the
   "Disputes" clause, GPO Contract Terms, Contract Clauses,  5,
   breach of contract claims are beyond its jurisdiction.  Res.
   Brf., pp. 8-9 (citing, United States v. Utah Construction and
   Mining Company, 384 U.S. 394 (1966); E & E.J. Pfotzer,
   Engineers, ENGBCA No. 2656, 65-2 BCA  5,144; Alco Lumber
   Company, ASBCA No. 9641, 1964 BCA  4,349; Jack Clark, ASBCA
   No. 3672, 57-2 BCA  1,402;  Harbor Printing & Copy Service,
   Inc., GPOCAB 77-5 (1977); Cloverleaf Enterprises, Inc., GPOCAB
   79-12 (1980); Information Systems, Inc., GPOCAB 78-11 (1979)).
   See also, The Wessel Company, Inc., supra, Sl. op. at 32-35,
   46.

   Second, the Respondent argues that the Appellant's allegations
   relating to the SF-1s are a new claim, unrelated to its
   initial appeal, which should have been presented to the
   Contracting Officer for a final decision.  Res. Brf., p. 9
   (citing, GPO Contract Terms, Contract Clauses,  5).  Because
   the Contractor failed to raise its claim with the Contracting
   Officer first, the Board is deprive of jurisdiction to hear
   it.  Id. (citing, Board Rules, Preface to Rules,  I,
   Jurisdiction for Considering Appeals).

   Finally, the Respondent believes that even if the Board had
   jurisdiction to entertain the SF-1 claim, there is no basis
   under the law to grant relief.  Res. Brf., p. 10.  The
   Respondent contends that the "Requirements" clause only
   applies to items "which are required to be purchased by the
   Government[.]" (R4 File, Tab A, p. 4).  Id.  [Emphasis added.]
   While that phrase requires use of the contractor to fill
   outside needs once a decision to purchase is made, it does not
   prevent the Government deciding not to buy at all, or to
   produce the work with its own personnel.13  Id. (citing,
   Trans-Student Lines, Inc., ASBCA No. 20230, 75-1 BCA  11,343;
   Applied Painting and Decorating Company, ASBCA Nos. 15919,
   16252 and 16332, 73-2 BCA  10,358; Export Packing & Crating
   Company, ASBCA No. 16133, 73-2 BCA  10,066).  Furthermore,
   that language gives the Government broad discretion in making
   such decisions, and requires a showing of bad faith before
   recovery will be allowed on the basis of non-orders.14  Id.
   (citing, Arcon-Pacific Contractors, ASBCA No. 25057, 82-2 BCA
    15,838).  Accordingly, the Respondent contends it was
   authorized by law to print the SF-1s in-house, and it urges
   the Board to dismiss the breach of contract portion of this
   appeal.  Res. Brf., p. 11.

   CONCLUSIONS15

        Although the "Requirements" clause issues were refined
        into two separate questions at the prehearing conference-
        i.e, (1) whether the Government's "requirements" refers
        to the specified items ordered or its good faith
        estimates; and (2) if the categories of supplies control,
        did DOL's failure to order the Annual Report change in
        terms of the contract, entitling the Appellant to an
        equitable adjustment-in reality only one question is
        presented here, namely, what is the scope and meaning of
        the "Requirements" clause as applied to the facts of this
        case?  Since the parties have drawn different meanings
        from the disputed language, the Board's task is simple-it
        must determine which of the two conflicting
        interpretations is correct, or whether both readings may
        be reasonably derived from the contract specifications;
        in other words, is the contract ambiguous?16

   Since the focus of inquiry in this case is confined to the
   contract itself, see, RD Printing Associates, Inc., supra, Sl.
   op. at 9, 13, fns. 9 and 15; B. P. Printing and Office
   Supplies, supra, Sl. op. at 15, certain legal principles
   should be kept in mind at the outset.  When the parties
   confront the Board with two different interpretations of the
   same contract language they raise the possibility that the
   specifications may be ambiguous.  R.C. Swanson Printing and
   Typesetting Company, GPO BCA 31-90 (February 6, 1992), Sl. op.
   at 41, aff'd on other grounds, Richard C. Swanson, T/A R.C.
   Swanson Printing and Typesetting Company v. United States,
   Cl.Ct. No. 92-128C (October 2, 1992).  Contractual language is
   ambiguous if it will sustain more than one reasonable
   interpretation.17  Fry Communications, Inc./ InfoConversion
   Joint Venture, GPO BCA 9-85, Decision on Remand (August 5,
   1991), Sl. op. at 9; R.C. Swanson Printing and Typesetting
   Company, supra, Sl. op. at 41, fn. 22; General Business Forms,
   Inc., supra, Sl. op. at 16.  See also, Fry Communications,
   Inc./InfoConversion Joint Venture v. United States, supra, 22
   Cl.Ct. at 503 (citing, Edward R. Marden Corporation v. United
   States, 803 F.2d 701, 705 (Fed. Cir. 1986); Sun Shipbuilding &
   Drydock Co. v. United States, 183 Ct.Cl. 358, 372 (1968)).  In
   analyzing disputed contract language, the courts and contract
   appeals boards place themselves in the shoes of a reasonably
   prudent contractor; i.e., the language of the contract must be
   given that meaning which a reasonably intelligent contractor
   acquainted with the circumstances surrounding the contract
   would derive.  General Business Forms, Inc., supra, Sl. op. at
   18 (citing, Salem Engineering and Construction Corporation v.
   United States, 2 Cl.Ct. 803, 806 (1983)).  See also, Norcoast
   Constructors, Inc. v. United States, 448 F.2d 1400, 1404, 196
   Ct.Cl. 1, 9 (1971); Firestone Tire and Rubber Company v.
   United States, 444 F.2d 547, 551, 195 Ct.Cl. 21, 30 (1971).

   A dispute over contract language is not resolved simply by a
   decision that an ambiguity exists-it is also necessary to
   determine whether the ambiguity is latent or patent.  Courts
   will find a latent ambiguity where the disputed language,
   without more, admits of two different reasonable
   interpretations.18  Fry Communications, Inc./InfoConversion
   Joint Venture v. United States, supra, 22 Cl.Ct. at 503
   (citing, Edward R. Marden Corporation v. United States, supra,
   803 F.2d at 705); R.C. Swanson Printing and Typesetting
   Company, supra, Sl. op. at 41, fn. 22.  On the other hand, a
   patent ambiguity would exist if the contract language
   contained a gross discrepancy, an obvious error in drafting,
   or a glaring gap, as seen through the eyes of a "reasonable
   man" on an ad hoc basis.19  Fry Communications,
   Inc./InfoConversion Joint Venture v. United States, supra, 22
   Cl.Ct. at 504 (citing, Max Drill, Inc. v. United States, 192
   Ct. Cl. 608, 626 (1970); WPC Enterprises, Inc. v. United
   States, 163 Ct.Cl. 1, 6 (1963)); General Business Forms, Inc.,
   supra, Sl. op. at 17 (citing, Enrico Roman, Inc. v. United
   States, 2 Cl.Ct. 104, 106 (1983)).

   However, the rules concerning ambiguous contract language come
   into play only if the meaning of the disputed terms are not
   susceptible to interpretation through the usual rules of
   contract construction.  R.C. Swanson Printing and Typesetting
   Company, supra, Sl. op. at 42.  The most basic principle of
   contract construction is that the document should be
   interpreted as a whole.20  Hol-Gar Manufacturing Corporation
   v. United States, 169 Ct.Cl. 384, 388, 351 F.2d 972, 975
   (1965); General Business Forms, Inc., supra, Sl. op. at 16;
   Restatement (Second) Contracts,  202(2) (1981).  Hence, all
   provisions of a contract should be given effect and no
   provision is to be rendered meaningless.  Pacificorp Capital,
   Inc. v. United States, supra, 25 Cl.Ct. at 716; United States
   v. Johnson Controls, Inc., 713 F.2d 1541, 1555 (Fed. Cir.
   1983); Fortec Constructors v. United States, 760 F.2d 1288,
   1292 (Fed. Cir. 1985); Jamsar, Inc. v. United States, 442 F.2d
   930 (Ct.Cl. 1971); Grace Industries, Inc., ASBCA No. 33553,
   87-3 BCA  20,171; General Business Forms, Inc., supra, Sl.
   op. at 16 (citing, Raytheon Company v. United States, 2 Cl.Ct.
   763 (1983)).  In other words, a contract should be interpreted
   in a manner which gives meaning to all of its parts and in
   such a fashion that the provisions do not conflict with each
   other, if this is reasonably possible.21  B. D. Click Company
   v. United States, 614 F.2d 748 (Ct.Cl. 1980).

   Applying these principles to the facts in the record, the
   Board reaches the following conclusions:

      A. The contract language in question is not ambiguous.  The
      "Requirements" clause in the Appellant's contract is a
      standard one.  Thus, the rights and obligations of the
      parties are those traditionally defined by such clauses.
      Accordingly, the DOL's failure to place an order for the
      Annual Report did not change the terms of the contract, and
      the Appellant is not entitled to an equitable adjustment in
      this case.


   This is a very simple case.  Notwithstanding the painstaking
   efforts of the Appellant to construe the contract's
   "Requirements" clause, the Board does not see any ambiguity in
   its terms.  Cf., R.C. Swanson Printing and Typesetting
   Company, supra, Sl. op. at 43-44; Export Packing & Crating
   Company, supra, 73-2 BCA  10,066, at 47,215.  In that regard,
   the Board's research discloses that the relevant GP2O
   language, except for minor word differences, copies the
   standard "Requirements" clause set forth in the Federal
   Acquisition Regulation (FAR) for Executive branch
   procurements.22  See, FAR  52.216-21 (Requirements).  Perhaps
   more importantly, the disputed clause is, for all practical
   purposes, a verbatim republication of the "Requirements"
   clause found in Executive branch contracts prior to 1984.23
   There is no confusion in the case law about the scope and
   meaning of its terms.

     The United States Claims Court (Claims Court) has
     consistently defined a requirements contract as a:

      . . . contract in which the purchaser agrees to buy all of
      its needs of a specified material from a particular
      supplier, and the supplier agrees, in turn, to fill all of
      the purchaser's needs during the period of the contract.
      Inland Container, Inc. v. United States, 206 Ct.Cl. 478,
      482-483, 512 F.2d 1073 (1975); Ready-Mix Concrete Co., Ltd.
      v. United States, 141 Ct.Cl. 168, 169, 158 F.Supp. 571
      (1958); Gemsco, Inc. v. United States, 115 Ct.Cl. 109
      (1950); Johnstown Coal & Coke Co. v. United States, 66
      Ct.Cl. 616 (1929).

See, Media Press, Inc. v. United States, 215 Ct.Cl. 985, 986
(1977).24  As explained by the Claims Court in Torncello:

      Requirements contracts also lack a promise from the buyer
      to order a specific amount, but consideration is furnished,
      nevertheless, by the buyer's promise to turn to the seller
      for all such requirements as do develop.  Such contracts
      clearly are enforceable on that basis.  Brawley v. United
      States, 96 U.S. 168, 172, 24 L.Ed. 622 (1878); Shader
      Contractors, Inc. v. United States, 149 Ct.Cl. 535, 540-43,
      276 F.2d 1, 4-6 (1960); Gavin at 244-48 [Gavin, Government
      Requirements Contracts, 5 Pub.Cont.L.J. 234 (1972)].  The
      entitlement of the seller to all of the buyer's
      requirements is the key, for if the buyer were able to turn
      elsewhere for some of its needs, then the contract would
      not be distinguishable from an indefinite quantities
      contract with no stated minimum, unenforceable as we have
      stated.

Torncello v. United States, 681 F.2d at 761-62.  [Emphasis
added.]
Thus, the earmark of a requirements contract is the existence of
an exclusive relationship between the contractor and the
Government; i.e., an understanding that the contractor has the
exclusive right and legal obligation to fill all of the
Government's needs for the work of the kind described in the
contract, and that the Government will purchase those needs from
no one other than the contractor.  Ralph Construction, Inc. v.
United States, supra, 4 Cl.Ct. at 731; Torncello v. United
States, supra, 681 F.2d at 761; Automated Services, Inc., DOTBCA
No. 1753, 87-1 BCA  19,459, at 98,350; Dynamic Science, Inc.,
supra, 85-1 BCA  17,710, at 88,383.

   While a requirements contract creates an exclusive
   relationship between the Government and the contractor, it is
   not a guarantee either of the volume of work,25 or any work at
   all.  Under the terms of a "Requirements" clause such as the
   one here, the Government's obligations are merely to exercise
   due care in preparing its estimates,26 see, Crown Laundry and
   Dry Cleaners, Inc. v. United States, 39 CCF  76,575 (Fed.Cl.
   September 22, 1993); Dynamic Science, Inc., supra, 85-1 BCA 
   17,710; Huff's Janitorial Service, ASBCA No. 26860, 83-1 BCA 
   16,518, and to order from the contractor, and no one else, the
   supplies or services "required to be purchased" by the
   ordering activity, Skip Kirchdorfer, Inc., supra, 83-2 BCA 
   16,713, at 83,138; Trans-Student Lines, Inc., supra, 75-1 BCA
    11,343, at 54,027.  In the absence of bad faith, the
   Government does not have to order supplies or services which
   are not needed or which can be provided in-house.  See, Skip
   Kirchdorfer, Inc., supra, 83-2 BCA  16,713, at 83,138; Arcon-
   Pacific Contractors, supra, 82-2 BCA  15,838, at 78,516;
   Trans-Student Lines, Inc., supra, 75-1 BCA  11,343, at 54,027
   (citing, Export Packing & Crating Company, supra, 73-2 BCA 
   10,066; Machlett Laboratories, Inc., ASBCA No. 16194, 73-1 BCA
    9,929).

   One of the cases cited by the Respondent for the principle
   that so long as the Government acts in good faith, it is not
   liable to a contractor for a failure to place any orders at
   all under a requirements contract-AGS-Genesys Corporation,
   supra, 89-2 BCA  21,702-seems to be precisely on point with
   the facts here.  In that case, the U.S. Air Force (Air Force)
   entered into a term contract with the contractor for the
   provision of support services on a computer data base
   management system called "FOCUS".  AGS-Genesys Corporation,
   supra, 89-2 BCA  21,702, at 109,106.  The basic contract term
   was seven (7) months, with two additional one year options.
   Id.  The contract also contained the standard FAR
   "Requirements" clause.  See, FAR  52.216-21 (Requirements).
   Id., at 109,107.  When the contract was awarded, the Air Force
   believed that another computer system-"CESAC" (communications-
   electronics scheme accounting and distribution system)-would
   utilize "FOCUS". Id., at 109,106.  Although the Air Force
   ordered "FOCUS" services in the two option years, no such
   orders were placed during the basic term of the contract.
   Id., at 109,107.  One of the reasons for the failure to place
   such orders was that the "CESAC" system was developed on a
   computer that did not use "FOCUS"; the Air Force, however, did
   not change its contract estimates.  Id., at 109,106.  After
   the basic term of the contract expired, the contractor filed a
   claim with the Air Force to recover its costs, including
   overhead, direct labor, training, claim preparation, and the
   loss of anticipated profits.  Id., at 109.107-08.  On appeal
   to the ASBCA from the contracting officer's denial of the
   claim, the contractor alleged, inter alia, that the
   Government's failure to place orders for "FOCUS" services
   amounted to a change in requirements.  In dismissing the
   appeal, the ASBCA reasoned:

      When the Government enters into a requirements contract
      that provides, as this one does, that the Government will
      order from the contractor all the services required to be
      purchased by the Government, all that is guaranteed is that
      the Government will order whatever its outside purchase
      needs are and that the estimates were made in good faith
      with the exercise of due care.  [Citations omitted.] . . .
      The very nature of a requirements contract mandates its use
      when the future is uncertain concerning the Government's
      requirements.  If existing needs were certain, a
      requirements contract would not be necessary.  While it is
      unfortunate that a requirement did not arise in the basic 7
      month term of the contract . . . there is no proof that the
      Government failed to exercise due case in its estimate or
      took any action in bad faith.  [Citation omitted.]

      Appellant's second argument that the Government changed its
      requirements after award is without merit. . . . Neither
      have we any evidence that the Government changed its
      requirements.  [The Air Force contracting activity] was not
      responsible for ["CESAC"] being developed on a system other
      than ["FOCUS"], and in any event the contract said nothing
      about work on any particular tasks or systems.  There was
      no provision in the contract that required the Air Force to
      develop any system using ["FOCUS"].

AGS-Genesys Corporation, supra, 89-2 BCA  21,702, at 109,108.
[Emphasis added.]  See also, Sanford & Sons Company, ENGBCA Nos.
5515, 5516, 5519, 90-1 BCA  22,455 (the contractor was not
entitled to any equitable compensation because of the
Government's failure to order certain services under its
requirements contract).

   In the Board's view, the ASBCA's rationale in AGS-Genesys
   Corporation is equally applicable to this dispute.  Simply
   stated, there is no proof here that the Government failed to
   exercise due care when it prepared an estimate of its needs or
   that it took any action in bad faith which deprived the
   Appellant of an opportunity to print the Annual Report;
   indeed, the Appellant has not alleged bad faith on the part of
   either DOL or GPO in this case.  Trans-Student Lines, Inc.,
   supra, 75-1 BCA  11,343, at 54,027.  Furthermore, there is no
   evidence that the Government changed its requirements under
   the circumstances of this case; i.e., there is nothing to show
   that the DOL changed its mind about its need for an Annual
   Report, rather it was frustrated in meeting this requirement
   because of an unexpected computer breakdown (R4 File, Tab I).
   Obviously, if the DOL had decided for any reason, in good
   faith, not to procure the Annual Report during the term of the
   agreement, the Government would have been legally protected
   from liability.  AGS-Genesys Corporation, supra, 89-2 BCA 
   21,702, at 109,108; Arcon-Pacific Contractors, supra, 82-2 BCA
    15,838, at 78,516.  Consequently, there is no basis to
   penalize the Respondent where, as here, no Annual Report was
   ordered from the Appellant because of an unplanned computer
   breakdown.  Accordingly, for these reasons, the Board
   concludes that the Contractor's request for an equitable
   adjustment in this case is without merit and is denied.27

      B. The Board lacks jurisdiction to consider the Appellant's
      allegations concerning the SF-1s issued by the DOL on July
      24, 1992, because they were not presented to the
      Contracting Officer first.



   The last issue in this appeal involves the Appellant's
   allegation that the SF-1s issued by the DOL on July 24, 1992,
   during the term of its contract, were covered by that
   agreement and should have been ordered from the Contractor
   instead of being printed in-house by the Respondent.  Because
   of the Government's failure to place those SF-1s with the
   Appellant, it amended its original claim of $11,979.38 in
   these proceedings, and is now asking for an additional
   $9,982.50, or a total of $21,961.88, as an equitable
   adjustment.  March Letter, p. 2.  The Respondent, on the other
   hand, contests the Board's jurisdiction over that question,
   inter alia, on the ground that the Contractor has not
   exhausted its administrative remedies.  The Board agrees.

   The prerequisite to the Board's assertion of jurisdiction over
   an appeal is the issuance of a final decision by a GPO
   contracting officer.  See, 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 also, Epco Associates, GPO BCA 26-93, Decision and
   Order Granting Appellant's Motion Under Rule 1(c) and Staying
   Proceedings Under Rule 1(d) (November 18, 1993), Sl. op. at 3
   (citing, Associated Contract Specialties Corporation, ASBCA
   No. 37437, 90-3  23,258; Spruill Realty/Company, ASBCA No.
   40477, 90-3 BCA  23,255).  The requirement for a contracting
   officer's final decision is not a mere technical formality.
   As indicated in the PPR:

      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.

PPR, Chap. X, Sec. 1,  2, 4.c.  [Emphasis added.]

   The jurisdictional rules of the Board parallel those followed
   in Executive branch contract appeals under the CDA.  See,
   e.g., Dawco Construction, Inc. v. United States, 930 F.2d 872,
   877 (Fed. Cir. 1991); Santa Fe Engineers, Inc. v. United
   States, 818 F.2d 856, 858 (Fed. Cir. 1987), aff'g Santa Fe
   Engineers, Inc., ASBCA Nos. 28058 and 29362, 86-3 BCA 
   19,092; Tecom, Inc. v. United States, 732 F.2d 935, 937 (Fed.
   Cir. 1984); W.M. Schlosser Company v. United States, 705 F.2d
   1336, 1338-39 (Fed. Cir. 1983); J.F. Shea Company, Inc. v.
   United States, 4 Cl.Ct. 46, 54 (1983); R & E Electronics,
   Inc., VABCA Nos. 2227, 2299, 2300, 85-3 BCA  18,316, at
   91,898 (citing, AB-Tech Construction, Inc., VABCA No. 1531,
   82-2 BCA  15,897).  In Santa Fe Engineers, Inc., a
   construction contractor's claim for "all problems, changes and
   directives that were issued on the project", was dismissed
   because the claims presented to the contracting officer
   pertained only to the amount of additional compensation, if
   any, to which the contractor was entitled for three specific
   changes.  Santa Fe Engineers, Inc., supra, 86-3 BCA  19,092.
   The ASBCA's ruling in that case was based on the following
   reasoning:

      It is quite evident, as strenuously asserted by the
      Government, that the claim developed by appellant before
      the Board was essentially different from the claims
      presented by it to the contracting officer as to which the
      subject appeals were taken.

      The claims before the contracting officer pertained only to
      the amount of additional compensation, if any, to which
      appellant was entitled for changes "AD," "CD" and "HK."
      They did not include one for "all the problems, changes and
      directives that were issued on the project," . . .

      Appellant has elected to proceed under the Contract
      Disputes Act of 1978.  Under said Act 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.  For claims of more than
      $50,000 there is the further requirement of certification.
      41 U.S.C.A.  605.  The claim ultimately presented to the
      Board in the subject appeals was beyond the Board's
      jurisdiction, due to its not having first been submitted to
      the contracting officer and certified in accordance with
      the Act.  [Citations omitted.]


Santa Fe Engineers, Inc., supra, 86-3 BCA  19,092, at 96,508.
[Emphasis added.]  This is not to say that evidence developed
during discovery cannot be the basis for amending an existing and
valid claim.  Rather, it is the duty of the trier of fact to
ensure that such an amendment is not, in reality, a new claim.28
See, J.F. Shea Company, Inc. v. United States, 4 Cl.Ct. at 54;
Santa Fe Engineers, Inc., supra, 86-3 BCA  19,092, at 96,508.
Cf., The Wessel Company, Inc., supra, Sl. op. at 2, fn. 2.

   Applying the "essential difference" test of Santa Fe
   Engineers, Inc., to the facts of this case, the Board is
   convinced that the increased amount of the Appellant's
   claim-$9,982.50-based on the Respondent's failure to place the
   July 24, 1992, SF-1s with the Contractor, which was not
   submitted to the Contracting Officer for decision, represents
   a new claim.  The record shows that the Appellant's original
   claim, which was sent to the Contracting Officer on August 24,
   1992, sought an equitable adjustment of $11,979.38 on the
   theory that the Government's failure to order the Annual
   Report amounted to a constructive change of the contract (R4
   File, Tab F).  The Contracting Officer's written final
   decision letter of September 18, 1992, rejecting the original
   claim, solely and specifically addressed the "Annual Report"
   issue ((R4 File, Tab H).  The appeal filed with the Board on
   October 2, 1992, was from the Contracting Officer's final
   decision of September 18, 1992 (R4 File, Tab K).  However, it
   is clear that the Appellant's amended claim relies on a
   totally different theory of recovery; i.e., the Appellant
   believes that the Government owes it an additional $9,982.50
   because the failure to have the SF-1s printed by the
   Contractor was in the nature of a breach of contract.29  See,
   March Letter, p. 2.  In the Board's view, the evidence of
   record is compelling that the Appellant has not merely amended
   its original claim by asking for more compensation because the
   SF-1s were not placed under its contract, but rather it is
   seeking to litigate a new claim unrelated to the one denied by
   the Contracting Officer.  Therefore, to the extent that the
   amended claim does not pertain to the allegation concerning
   the Government's failure to order the Annual Report, and was
   not first submitted to the Contracting Officer for his
   decision, it is dismissed.30

      ORDER

     The Board finds and concludes that the Appellant has not
     proved that the Government's failure to order the DOL Annual
     Report under its requirements contract changed the terms of
     the agreement, and thus the Contractor is not entitled to an
     equitable adjustment under the circumstances of this case.
     THEREFORE, the decision of the Contracting officer is
     AFFIRMED, and the appeal is DENIED.  To the extent that the
     Appellant seeks an additional equitable adjustment based on
     the Government's failure to place the July 24, 1992, SF-1s
     with it, that claim is dismissed for lack of jurisdiction.

It is so Ordered.

January 28, 1994               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 November 16, 1992.  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 hereinafter as R4 File, with
    an appropriate Tab letter also indicated.  The R4 File
    consists of eleven (11) documents identified as Tab A through
    Tab K.
    2 In its Complaint letter of October 28, 1992, the Appellant
    advised the Board that it had selected the optional
    Accelerated Procedure to process its appeal.  Board Rules,
    Rules 12.1(b) and 12.3.
    3 Decisions under the Accelerated Procedure are normally
    brief and contain only summary findings of fact and
    conclusions.  Board Rules, Rule 12.3(b).  In this case,
    however, the Board believes that the nature of the
    controversy entitles the parties to a fuller explanation of
    the facts, issues, and reasons for the Board's decision than
    would be found in a typical Accelerated Procedure case.  See,
    Hurt's Printing Company, Inc., GPO BCA 27-92 (January 19,
    1994), Sl. op. at 2, fn. 3; RD Printing Associates, Inc., GPO
    BCA 02-92 (December 16, 1992), Sl. op at 2, fn. 3.  The Board
    also notes that this decision, unlike its opinions under the
    Small Claims (Expedited) Procedure, may be cited as precedent
    in future appeals. Cf., Graphics Image, Inc., GPO BCA 13-92
    (August 31, 1992), Sl. op. at 2, fn. 3; Board Rules, Rule
    12.2(d).
    4 The "Ordering" clause of the contract provided, in
    pertinent part, that: "Items to be purchased under the
    contract shall be ordered by the issuance of print orders by
    the Government[.]" (R4 File, Tab A, p. 3).  Since, the
    contract was to be a "direct-deal" arrangement, the DOL would
    be responsible for issuance of the print orders during the
    term of the agreement (R4 File, Tab A, p. 4).  See, Printing
    Procurement Regulation, GPO Publication 305.3 (September 1,
    1988), Chap. XII, Sec. 1,  2 (hereinafter PPR).
    5 Apart from the usual specifications pertaining to printing,
    binding and delivery of the publications in question, the
    contract was also governed by applicable articles of GPO
    Contract Terms, GPO Publication 310.2, effective December 1,
    1987 (Rev. 9-88) (GPO Contract Terms), and GPO's Quality
    Assurance Through Attributes Program, GPO Publication 310.1,
    effective May 1979 (revised November 1989) (QATAP), which
    were incorporated by reference in the Purchase Order (R4
    File, Tab A, p. 2).
    6 At the prehearing conference held on February 11, 1993, the
    Appellant stated that it became aware of these SF-1s from
    Betty Williams, DOL's Printing Specialist.  PCR, p. 5.  The
    Appellant argued that since its contract covered GWDRs, the
    DOL should have ordered these publications from the
    Contractor instead of asking GPO to procure it from other
    sources.  Id.  The Respondent, however, denied that the SF-1s
    concerned items covered by the disputed term contract.  PCR,
    p. 6.  The Board believed, on the other hand, that the SF-1s
    might be relevant to the central question in the case-Did the
    Government fail to meet its obligations under this
    requirements contract?-and it directed the Respondent to
    submit them as part of the appeal record.  Id.  Furthermore,
    the parties were instructed to review the SF-1s, and to
    prepare and submit to the Board within 30 days a joint
    stipulation of facts stating the extent to which they were
    for purchase of items covered by the Appellant's requirements
    contract.  Id.  By Notice of Filing, dated March 9, 1993,
    Counsel for GPO complied with the Board's instructions and
    submitted copies of the SF-1s to the Board.  The SF-1s show
    that they were prepared by the DOL and sent to GPO on July
    24, 1992, for the purpose of reprinting of one (1) copy each
    of a previous edition of a Weekly Update to accommodate the
    needs of the Superintendent of Documents' Sales Program;
    indeed, the first 13 SF-1s, and 15 altogether, are for
    publications which antedate the Appellant's term contract.
    However, the parties were unable to agree on a joint
    stipulation.  Although the Appellant submitted a letter to
    the Board, dated March 12, 1993, entitled "Joint Stipulation
    Concerning Examination Sixty (60) Standard Form Ones
    (SF-1s)," it was only signed by the Appellant's President,
    Daniel Campbell.  See, Letter from Daniel Campbell to U.S.
    Government Printing Office Board of Contract Appeals, dated
    March 12, 1993 (March Letter).  Moreover, the document gives
    just the Appellant's interpretation of the SF-1s, and amends
    the Contractor's claim from the original amount of $11,979.38
    to $21,961.88.  March Letter, p. 2.  Thus, notwithstanding
    its caption, the Appellant's March Letter is not a
    stipulation of fact, but rather is in the nature of an
    amended pleading.  Cf., Board Rules, Rule 7(b).
    7 Both parties submitted briefs setting forth their
    respective positions on the issues in this appeal.  On May
    24, 1993, the Board received the Appellant's Brief Regarding
    Contract Language (hereinafter App. Brf.).  The Respondent's
    Brief was also submitted to the Board on May 24, 1993
    (hereinafter Res. Brf.).  In addition, both parties submitted
    reply briefs on June 15, 1993 (hereinafter App. R. Brf. and
    Res. R. Brf., respectively).  The Board's understanding of
    the positions of the parties is based on the Appellant's
    Complaint, the Appellant's March Letter, the formal briefs
    filed by the parties, and the discussions at the prehearing
    conference on February 11, 1993.
    8 Both at the prehearing conference and in its initial brief,
    the Appellant cited two cases-Elden v. United States, 617
    F.2d 254, 260-61 (Ct.Cl. 1980), and Timber Access Industries
    Company v. United States, 553 F.2d 1250, 1256 (Ct.Cl. 1977)-
    in support of the rule of construction which states that
    clear and unambiguous contract language must be given its
    plain and ordinary meaning by a court in defining the rights
    and obligations of the parties.  See, PCR, p. 5; App. Brf.,
    p. 1.  See also, App. R. Brf., p. 1.  Furthermore, the
    Appellant relies on the current specifications of another
    contract, Program 814-M, to buttress its view that estimated
    quantities relate to and should be considered on a category
    or item basis.  App. Brf., p. 2.  However, the Board has
    ruled on numerous occasions that in interpreting the language
    of a particular contract, it will not consider the terms and
    specifications of contracts unrelated to the one under review
    in the case before it.  See, RD Printing Associates, Inc.,
    GPO BCA 02-92 (December 16, 1992), Sl. op. at 9, 13, fns. 9
    and 15; B. P. Printing and Office Supplies, GPO BCA 14-91
    (August 10, 1992), Sl. op. at 15.  The reason is that the
    Board's authority is purely derivative and contractual, and
    is limited to deciding disputes within the parameters of the
    contract under review.  See, e.g.,  The Wessel Company, Inc.,
    GPO BCA 8-90 (February 28, 1992), Sl. op. at 32-33; Bay
    Printing, Inc., GPO BCA 16-85 (January 30, 1987), Sl. op. at
    9; Peake Printers, Inc., GPO BCA 12-85 (November 12, 1986),
    Sl. op. at 6.  Consequently, the Board has no authority to
    consider legal questions existing outside the contract
    itself.  Automated Datatron, Inc., GPO BCA 20-87 (March 31,
    1989), Sl. op. at 4-5.
    9 As indicated above, in its original claim the Appellant
    sought reimbursement in the amount of $11,979.38, for the
    Government's failure to order the Annual Report (R4 File,
    Tabs F and H).  PCR, pp. 4, 5.  By letter dated March 12,
    1993, the Contractor informed the Board that after examining
    copies of the 60 SF-1s which the DOL had sent to GPO on July
    24, 1992, and concluding that they concerned publications
    which should have been ordered under the Appellant's
    requirements contract, it was amending its claim to recover
    lost profits in the amount of $21,961.88.  March Letter, p.
    2.  See, note 6 supra.
    10 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.  Prior to that
    time, appeals from decisions of GPO Contracting Officers were
    considered by ad hoc panels of its predecessor, the GPO
    Contract Appeals Board (GPOCAB).  The Board has consistently
    taken the position that it is a different entity from the
    GPOCAB.  See, The Wessel Company, Inc.,  supra, Sl. op. at
    25, fn. 25.  Nonetheless, it has also been the Board's policy
    to follow the holdings of the ad hoc panels where applicable
    and appropriate, but the Board differentiates between its
    decisions and the opinions of those panels by citing the
    latter as GPOCAB.  See, e.g., Stephenson, Inc., GPO BCA 02-88
    (December 20, 1991), Sl. op. at 18, fn. 20; Chavis and Chavis
    Printing, GPO BCA 20-90 (February 6, 1991), Sl. op. at 9, fn.
    9.
    11 In reaching this conclusion, the Respondent rejects the
    Appellant's view of the applicable law, i.e., that the
    "Requirements" clause only limits the Government's liability
    for variations in quantity, and not for failures to order
    items.  GPO argues that contractor's are not entitled to
    relief just because of changed circumstances.  Res. Brf., p.
    7 (citing, Tennessee Valley Authority v. Imperial
    Professional Coatings, 599 F.Supp. 436 (E.D. Tenn. 1984);
    Gulf Coast Aviation Company, ASBCA Nos. 10189 and 10380, 65-2
    BCA  4,928; Solano Aircraft Service, Inc., ASBCA Nos. 20677
    and 20941, 77-2 BCA  12,584; East Bay Auto Supply, ASBCA No.
    25542, 81-2 BCA  15,204).  Indeed, according to the
    Respondent, recovery has been denied where the Government
    failed to order any services whatsoever under a requirements
    contract.  Res. Brf., pp. 7-8 (citing, Henry Barracks Housing
    Corporation v. United States, 281 F.2d 196 (Ct.Cl. 1960);
    Metro Industrial Painting Corporation, supra, 62 BCA 
    3,343); Res. R. Brf., pp. 2-3 (citing, Henry Barracks Housing
    Corporation v. United States, supra, 281 F.2d 196; AGS-
    Genesys Corporation, supra, 89-2 BCA  21,702; Metro
    Industrial Painting Corporation, supra, 62 BCA  3,343).
    12 It is undisputed that the purpose of these SF-1s was to
    allow the Superintendent of Documents to "ride" the order for
    more copies for the GPO Documents Sales Program.  Res. Brf.,
    pp. 2-3 (citing, 44 U.S.C.  1705, 1707).  See also,
    Respondent's Notice of Filing, dated March 9, 1993, note 6
    supra.
    13 Indeed, the Respondent believes that the language in the
    "Requirements" clause only obligates the Government to
    purchase its good faith needs, and precludes an equitable
    adjustment altogether.  Res. Brf., p. 6 (citing, Central Data
    Processing, Inc., GPOCAB 74-14 (January 7, 1975), Sl. op. at
    4).
    14 The Board has held on numerous occasions that because of
    the strong presumption that Government officials properly and
    honestly carry out their functions, an allegation of bad
    faith must be established by "well-nigh irrefragable" proof.
    See, e.g., Hurt's Printing Company, Inc., GPO BCA 27-92
    (January 21, 1994), Sl. op. at 11, fn. 15; Shepard Printing,
    GPO BCA 23-92 (April 29, 1993), Sl. op. at 7, fn. 11; B. P.
    Printing and Office Supplies, GPO BCA 14-91 (August 10,
    1992), Sl. op. at 16; Stephenson, Inc., supra, Sl. op. at 55;
    The Standard Register Company, GPO BCA 4-86 (October 28,
    1987); Sl. op. at 12-13.  Also see, Karpak Data and Design,
    IBCA 2944 et al., 93-1 BCA  25,360; Local Contractors, Inc.,
    ASBCA 37108, 92-1 BCA  24,491.  The key to such evidence is
    that there must be a showing of a specific intent on the part
    of the Government to injure the contractor.  Kalvar
    Corporation v. United States, 543 F.2d 1298, 1302 (Ct.Cl.
    1976), cert. denied, 434 U.S. 830 (1977); Hurt's Printing
    Company, Inc., supra, Sl. op. at 11, fn. 15; Shepard
    Printing, supra, Sl. op. at 7, fn. 11; Stephenson, Inc.,
    supra, Sl. op. at 54.
    15 The record on which the Board's decision is based consists
    of: (1) the Appellant's letter, dated October 2, 1992, noting
    an appeal from the Contracting Officer's decision; (2) the
    Appellant's Rule 6(a) Complaint, dated October 28, 1992; (3)
    the R4 File (Tabs A-K); (4) the Board's Order, dated December
    29, 1992, entering a "general denial" on behalf of the
    Government under Rule 6(b); (5) the Respondent's Notice of
    Filing, dated March 9, 1993, including copies of the SF-1s
    prepared by the DOL and sent to GPO on July 24, 1992; (6) the
    Appellant's letter to the Board, dated March 12, 1993,
    entitled "Joint Stipulation Concerning Examination Sixty (60)
    Standard Form Ones (SF-1s)"; (7) the Report of Prehearing
    Conference, dated April 30, 1993; (8) the Appellant's Brief
    Regarding Contract Language, received by the Board on May 24,
    1993;  (9) the Respondent's Brief, dated May 24, 1993; (10)
    the Appellant's Reply Brief, received by the Board on June
    15, 1993; and (11) the Respondent's Reply Brief, dated June
    15, 1993.

    16 Contract interpretation is clearly a question of law, see,
    e.g., Pacificorp Capital, Inc. v. United States, 25 Cl.Ct.
    707, 715 (1992), aff'd 988 F.2d 130 (Fed. Cir. 1993); Fortec
    Contractors v. United States, 760 F.2d 1288, 1291 (Fed.Cir.
    1985); P.J. Maffei Building Wrecking Company v. United
    States, 732 F.2d 913, 916 (Fed. Cir. 1984); Fry
    Communications, Inc.-InfoConversion Joint Venture v. United
    States, 22 Cl.Ct. 497, 503 (Cl.Ct. 1991); Hol-Gar Mfg. Corp.
    v. United States, 169 Ct.Cl. 384, 386, 351 F.2d 972, 973
    (1965); General Business Forms, Inc., GPO BCA 2-84 (December
    3, 1985), Sl. op. at 16 (citing, John C. Grimberg Company v.
    United States, 7 Ct.Cl. 452 (1985)); RD Printing Associates,
    Inc., supra, Sl. op. at 13, as is definition of the contract.
    See, Ralph Construction, Inc. v. United States, 4 Cl.Ct. 727,
    731 (1984) (citing, Torncello v. United States, 681 F.2d 756,
    760 (Ct.Cl. 1982).  Any decision by this Board concerning
    such a matter is reviewable by the Courts under the
    Wunderlich Act, 41 U.S.C.  321, 322.  Fry Communications,
    Inc./ InfoConversion Joint Venture v. United States, supra,
    22 Cl.Ct. at 501, fn. 6; General Business Forms, Inc., supra,
    Sl. op. at 16.
    17 The United States Claims Court has observed that: "[a]
    mere dispute over the terms does not constitute an ambiguity,
    and an interpretation which is merely possible is not
    necessarily reasonable."  Ceccanti, Inc. v. United States, 6
    Cl.Ct. 526, 528 (1984).  An ambiguity must have two or more
    reasonable interpretations and the intent of the parties must
    not be determinable by the normal rules of interpretation.
    R.C. Swanson Printing and Typesetting Company, supra, Sl. op.
    at 42.
    18 In such cases, the doctrine of contra proferentem applies
    and the dispute language will be construed against the
    drafter, Fry Communications, Inc./InfoConversion Joint
    Venture v. United States, supra, 22 Cl.Ct. at 503 (citing,
    William F. Klingensmith, Inc. v. United States, 205 Ct.Cl.
    651, 657 (1974)); R.C. Swanson Printing and Typesetting
    Company, supra, Sl. op. at 41, fn. 22, if the non-drafter can
    show that he/she relied on the alternative reasonable
    interpretation in submitting his/her bid.  Fry
    Communications, Inc./InfoConversion Joint Venture v. United
    States, supra, 22 Cl.Ct. at 510 (citing, Fruin-Colon
    Corporation v. United States, 912 F.2d 1426, 1430 (Fed. Cir.
    1990)); Lear Siegler Management Services v. United States,
    867 F.2d 600, 603 (Fed. Cir. 1989).
    19 Where there are such discrepancies, errors, or gaps, the
    contractor has an affirmative obligation to ask the
    contracting officer to clarify the true meaning of the
    contract language before submitting its bid.  Fry
    Communications, Inc./InfoConversion Joint Venture v. United
    States, supra, 22 Cl.Ct. at 504 (citing, Newsom v. United
    States, 230 Ct.Cl. 301, 303 (1982)); Enrico Roman, Inc. v.
    United States, supra, 2 Cl.Ct. at 106; S.O.G. of Arkansas v.
    United States, 546 F.2d 367, 212 Ct.Cl. 125 (1976); Beacon
    Construction v. United States, 314 F.2d 501 (Ct.Cl. 1963).
    20 The purpose of any rule of contract interpretation is to
    carry out the intent of the parties.  Hegeman-Harris and
    Company, 440 F.2d 1009 (Ct.Cl. 1979).  The test for
    ascertaining intent is an objective one; i.e., the question
    is what would a reasonable contractor have understood, not
    what did the drafter subjectively intend.  Corbetta
    Construction Company v. United States, 461 F.2d 1330, 198
    Ct.Cl. 712 (1972).  See also, Salem Engineering and
    Construction Corporation v. United States, 2 Cl.Ct. 803, 806
    (1983).  The provisions of the contract itself should provide
    the evidence of the objective intent of the parties.
    21 It is unnecessary to set forth in detail the rules of
    contract construction which apply when interpreting an
    agreement.  Suffice it to say that, within the contract
    itself, ordinary terms are to be given their plain and
    ordinary meaning in defining the rights and obligations of
    the parties.  Elden v. United States, 617 F.2d 254, 223
    Ct.Cl. 239 (1980).  Similarly, technical terms are given
    their technical meaning.  Industrial Finishers, Inc., ASBCA
    No. 6537, 61-1 BCA  3,091; Coastal Drydock and Repair
    Corporation, supra, 87-1 BCA  19,618.  Likewise, terms
    special to Government contracts will be given their technical
    meanings.  General Builders Supply Company v. United States,
    409 F.2d 246, 187 Ct. Cl. 477 (1969) (meaning of "equitable
    adjustment").  As for extrinsic evidence of the intent of the
    parties, the rules of construction allow, among other things,
    custom and trade usage to explain or define terms.  W. G.
    Cornell Company v. United States, 376 F.2d 199, 179 Ct. Cl.
    651 (1967);  Harold Bailey Painting Company, ASBCA No. 27064,
    87-1 BCA  19,601 (used to define "spot painting").  However,
    custom and trade usage may not contradict clear or
    unambiguous terms.  WRB Corporation v. United States, 183
    Ct.Cl. 409, 436 (1968).  On the other hand, the Board is not
    bound by what the parties call a contract,  Ralph
    Construction, Inc. v. United States, supra, 4 Cl.Ct. at 731
    (citing, Torncello v. United States, supra, 681 F.2d at 760;
    Mason v. United States, 222 Ct.Cl. 436, 444, 615 F.2d 1343,
    1346-47 (1980)), and the understanding and actions of
    officials administering an agreement are not dispositive,
    Salem Engineering & Construction Corporation v. United
    States, supra, 2 Cl.Ct. at 808.
    22 The relevant provisions of the 1984 revision to the FAR
    "Requirements" clause reads as follows: "(a) This is a
    requirements contract for the supplies or services specified,
    and effective for the period stated, in the Schedule.  The
    quantities of supplies or services specified in the Schedule
    are estimates only and are not purchased by this contract.
    Except as this contract may otherwise provide, if the
    Government's requirements do not result in orders in the
    quantities described as 'estimated' or 'maximum' in the
    Schedule, that fact shall not constitute the basis for an
    equitable adjustment.". . . "(c) Except as this contract
    otherwise provides, the Government shall order from the
    Contractor all the supplies or services specified in the
    Schedule that are required to be purchased by the Government
    activity or activities specified in the Schedule."  See, FAR
     52.216-21(a),(c) (Requirements).
    23 The 1966 version of the "Requirements" clause, as set
    forth in the Armed Service Procurement Regulation (ASPR),
    provided, in pertinent part: "(a) This is a requirements
    contract for the supplies or services specified in the
    Schedule, and for the period set forth herein.  Delivery of
    supplies or performance of services shall be made only as
    authorized by orders issued in accordance with the clause
    entitled 'Ordering'.  The quantities of supplies or services
    specified herein are estimates only and are not purchased
    hereby.  Except as may be otherwise provided herein, in the
    event the Government's requirements for supplies or services
    set forth in the Schedule do not result in orders in the
    amounts or quantities described as 'estimated' or 'maximum'
    in the Schedule, such event shall not constitute the basis
    for an equitable price adjustment under this contract[.]";
    and "(b) Except as otherwise provided in this contract, the
    Government shall order from the Contractor all the supplies
    or services set forth in the Schedule which are required to
    be purchased by the Government activity identified in the
    'Ordering' clause."  ASPR 7-1102.2(a),(b).  See, e.g.,
    Dynamic Science, Inc., ASBCA No. 29510, 85-1 BCA  17,710, at
    88,378; Skip Kirchdorfer, Inc., ASBCA No. 22997, 83-2 BCA 
    16,713, at 83,133-34; Arcon-Pacific Contractors, supra, 82-2
    BCA  15,837, at 78,514.  The Armed Services Board of
    Contract Appeals (ASBCA) also recognizes a "limited form"
    requirements contract, which substitutes the following
    language for paragraph (b) above: "Except as otherwise
    provided in this contract, the Government shall order from
    the Contractor all the supplies or services of the Government
    activity named in the Schedule which the activity may itself
    furnish within its own capabilities."  See, Dynamic Science,
    Inc., supra, 85-1 BCA  17,710, at 88,383; Maya Transit
    Company, ASBCA No. 20186, 75-2 BCA  11,552.  Contra, Ralph
    Construction, Inc. v. United States, supra, 4 Cl.Ct. at 731.
    24 Pursuant to Title IX of the Federal Courts Administration
    Act of 1992, Pub. L. No. 102, 106 Stat. 4506 (1992), the
    United States Claims Court was renamed the United States
    Court of Federal Claims, effective October 29, 1992.
    25 This fact is expressly stated in the disputed contract's
    "Determination of Award" clause (R4 File, Tab A, p. 10).
    26 Since the Appellant has not alleged a lack of due care by
    the Respondent in preparing its estimates, that issue is not
    before the Board.  Cf., Dynamic Science, Inc., supra, 85-1
    BCA 17,710, at 88,382.
    27 In light of this conclusion, the Board finds it
    unnecessary at this time to address whether, as argued by the
    Respondent, the "Requirements" clause precludes an equitable
    adjustment in any and all cases, and thus adopt the holding
    of the GPOCAB in Central Data Processing, Inc.  See, note 13
    supra.  Central Data Processing, Inc., supra, Sl. op. at 4.
    On the other hand, the Board is well aware of the rule
    followed by the ASBCA which says that a contractor cannot
    recover the difference between estimated services and actual
    orders where solicitation expressly provides that failure to
    order the full estimated quantities would not constitute the
    basis for an equitable adjustment.  See, e.g., Command Tech
    Corporation, ASBCA No. 40318, 90-3 BCA  23,215.
    28 As explained by the Claims Court: "This court and its
    predecessor have consistently held that it is a
    jurisdictional prerequisite to a direct access suit in this
    court that the claim at issue be first certified and
    submitted in writing to the contracting officer pursuant to
    41 U.S.C.  605(a), 605(c)(1).  [Citations omitted.]
    However, as litigation in this court includes pretrial
    proceedings, including discovery, it must be recognized that
    additional facts may be developed which could increase or
    decrease the amount of a claim.  It would be most disruptive
    of normal litigation procedure if any increase in the amount
    of a claim based upon matters developed in litigation before
    the court had to be submitted to the contracting officer
    before the court could continue to a final resolution on the
    claim.  In this circumstance, it has been ruled that, after
    certification is complete, a contractor is not precluded from
    changing the amount of the claim or producing additional data
    in support of increased damages.  [Citation omitted.]  A
    plaintiff must be precluded, however, from raising any new
    claim before this court which was not previously presented
    and certified to the contracting officer for decision.
    [Citation omitted.]".  See, J.F. Shea Company, Inc. v. United
    States, 4 Cl.Ct. at 54.
    29 Thus, the Appellant writes in its March Letter: "In light
    of the new evidence revealed, Shepard Printing is entitled
    not only to the money lost due to the Government's failure to
    procure the Annual Report, but it is also entitled to the
    money lost due to placing the SF-1s dated 7-24-92 off
    contract."  March Letter, p. 2.  [Emphasis added.]
    30 In light of the Board's disposition of the Appellant's
    amended claim, it does not have to address the other arrow in
    the Respondent's jurisdictional quiver, namely, that the
    Board is without jurisdiction to consider and decide breach
    of contract claims.  See, R.C. Swanson Printing and
    Typesetting Company, GPO BCA 15-90 (March 6, 1992), Sl. op.
    at 41; See also, The Wessel Company, Inc., supra, Sl. op. at
    46.  However, the Board is aware of the rule which holds that
    damages are only awarded for breaches of requirements
    contracts where there is bad faith or an abuse of discretion
    on the part of the Government; otherwise the remedy for the
    contractor is an equitable adjustment under the "Termination
    for Convenience" clause.  See, Earth Property Services, Inc.,
    ASBCA No. 36764, 91-2 BCA  23,753, at 118,941 (citing,
    Viktoria Transport GmbH and Company, KG, ASBCA No. 30371,
    88-3 BCA  20,921).