U.S. GOVERNMENT PRINTING OFFICE BOARD OF CONTRACT APPEALS WASHINGTON, D.C. 20401 In the Matter of ) ) The Appeal of ) ) MCDONALD & EUDY PRINTERS, INC. ) Docket No. GPO BCA 40-92 Program C292-S ) Purchase Order 91331 ) DECISION AND ORDER By letter dated October 16, 1992, McDonald & Eudy Printers, Inc. (Appellant or Contractor), 4509 Beech Road, Temple Hills, Maryland 20748, filed a timely appeal from the September 25, 1992, final decision of Contracting Officer Jack Scott, 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 $4,799.08 for excess paper stock purchased by the Contractor in connection with its contract identified as Program C292-S, Purchase Order 91331 (R4 File, Tab F).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 March 22, 1991, the Respondent issued an Invitation for Bids (IFB), soliciting bids for a single-award, term contract for the period May 1, 1991 through April 30, 1992, to produce and distribute a Department of Health and Human Services, National Institutes of Health (NIH) publication entitled "Age Page Newsletter" (R4 File, Tab A, p. 1). 2. Among other specifications, the IFB 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".4 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.5 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, pp. 3-4.)6 [Emphasis added.] 3. As originally drafted, the contract specifications estimated a print order frequency of approximately 15 to 26 orders (R4 File, Tab A, p. 5). However, after the contract had been awarded, the Contracting Officer issued Contract Modification No. 1, increasing the maximum estimate of the frequency of orders to 60 print orders for the contract term (R4 File, Tab D). Contract Modification No. 1 was signed by the Contracting Officer on May 20, 1991, and by the Appellant on May 28, 1991 (R4 File, Tab D). 4. The Contractor submitted a low bid of $82,281.87 (R4 File, Tab B). On April 29, 1991, the Respondent issued Purchase Order 91331 awarding the contract to the Appellant (R4 File, Tab C). It is undisputed that during the contract term the NIH only issued 36 print orders for the "Age Page Newsletter" (R4 File, Tab F). See, Report of Presubmission Telephone Conference (March 26, 1993), p. 3 (PTCR). 5. On September 11, 1992, the Appellant wrote to GPO asking for an equitable price adjustment of $4,799.08 to pay for the paper stock which it had purchased for contract performance and which was excess after the contract expired (R4 File, Tab D). The Contractor believed it was entitled to reimbursement because "the (NIH) failed to request the required orders per contract specifications which resulted in a paper inventory overage . . ." (R4 File, Tab D). Furthermore, the Appellant said that since it could not "use the paper for any other program," the Government "should be liable for the cost of the paper stock in inventory, . . ." (R4 File, Tab D). 6. On September 24, 1992, the Contracting Officer spoke to the Appellant on the telephone, and told the Contractor that its equitable adjustment claim could not be considered under a requirements contract (R4 File, Tab E). 7. On September 25, 1992, the Contracting Officer issued a written final decision rejecting the equitable adjustment claim for the following reason: This is a requirements contract. . . . As stated in [the "Requirements" clause], the quantities are estimates only. The Government agrees that, for the contract period, it will place orders to satisfy its actual requirements, which may be more or less than the estimate. 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 (R4 File, Tab F). [Emphasis added.] 8. The Contractor appealed the Contracting Officer's final decision to the Board on October 16, 1992. ISSUE PRESENTED 1. Does the "Requirements" clause of the disputed contract foreclose the Appellant from pursuing a valid claim for an equitable adjustment based on the difference between the contract's estimated quantities and the quantities actually ordered during the term of the contract? Stated otherwise, is the Appellant entitled to recover the cost of excess paper stock which remained in inventory after its requirements contract expired? POSITION OF THE PARTIES7 This appeal involves the proper scope and meaning of the "Requirements" clause of the contract. The essence of the Appellant's position in this case is that its excess paper stock was the result of the Government's failure to order NIH's "Age Page Newsletter" at the frequency rate set forth in Contract Modification No. 1. Complaint, p.1. The Appellant claims that it had to purchase this paper before actual orders under Contract Modification No. 1 were received, so that it could meet the anticipated increased requirements of the Government. PTCR, p. 4. Furthermore, the paper stock needed for performance-Cream Vellum Cover-was not readily available from local paper suppliers and had to be "special ordered" in advance, with a lead time of approximately 8 to 10 weeks for production and delivery. Complaint, p. 1; PTCR, p. 4-5. PTCR, p. 4. Because this paper was manufactured to meet the needs of this particular contract, it could not be returned to the paper mill, or otherwise disposed of, once the Government failed to place the number of estimated print orders.8 PTCR, p. 5. The Appellant recognizes that the contract at issue is a requirements contract and that the Government's needs are shown as estimates only, but it believes that a shortfall of approximately 22 orders from the estimated total quantity constitutes the basis for an equitable price adjustment here.9 Complaint, p. 2. Finally, the Appellant relies on the Respondent's previous reimbursement of the Contractor for surplus paper at the end of the contract term in another requirements contract-Program D270-S, which procured the Arthur M. Sackler Gallery Calendar for the Smithsonian Institution.10 PTCR, p. 5. See, Appellant's Exhibit No. 1. Accordingly, for these reasons the Contractor contends that it is entitled to similar equitable relief in this case. Id. The Respondent, on the other hand, believes that no equitable price adjustment is warranted in this case. PTCR, p. 4. In that regard, the Respondent argues that the quantities shown in the contract's "Frequency of Orders" clause were estimates only, and the "Requirements" clause expressly states that the difference between those estimates and the quantities actually ordered shall not constitute the basis for an equitable adjustment under the contract. PTCR, pp. 3-4. The Respondent contends 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. 6 (citing, Shader Contractors, Inc. v. United States, 149 Ct.Cl. 535, 538, 276 F.2d 1, 4 (1960)). More importantly, GPO tells us that under the law the contractor, not the Government, assumes the risk that covered items and quantities might not be ordered. Res. Brf., p. 6 (citing, Medart, Inc. v. Austin, 967 F.2d 579 (Fed. Cir. 1992); Res. R. Brf., p. 2. Therefore, in this case the Appellant took the chance that the paper it stockpiled for performance might be in excess of the Government's actual requirements. PTCR, p. 4. Indeed, the law presumes that a contractor bidding on a "requirements" contract takes into consideration that the amount of work it actually produces could vary from the estimates in the solicitation. Res. Brf., pp. 7-8 (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)).11 Furthermore, even if no orders are placed at all under a requirements contract, so long as the Government's failure to order is bona fide, it has no liability because its only obligation is to use the contractor to fill any needs it does have. Res. Brf., p. 7 (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). The Appellant has not alleged bad faith by the Government, nor does it contend that the Respondent failed to order all of its actual requirements from the Contractor.12 R. Brf., p. 7. Moreover, it is an inherent difficulty in requirements contract that the contractor must have on hand the material and equipment necessary to perform at least the estimated amount of work. However, the law is clear that if the quantity actually ordered falls below the estimate, the contractor cannot recover for supplies purchased and not used. R. Brf., p. 8 (citing, Lulu's Appliances, GSBCA No. 2003, 66-1 BCA ¶ 5,584; University of Iowa, ASBCA No. 14581, 70-1 BCA ¶ 8,218). Finally, the Respondent also tells us that "Requirements" clauses have been interpreted to preclude an equitable adjustment. Res. Brf., p. 8 (citing, Central Data Processing, Inc., Contract No. 1749 (January 7, 1975)). Accordingly, for these reasons the Respondent urges the Board to affirm the decision of the Contracting Officer, deny the request for an equitable price adjustment, and dismiss the appeal. PTCR, p. 4; Res. Brf., p. 9. CONCLUSIONS13 A. The "Requirements" clause in the disputed contract is a standard one. Thus, the rights and obligations of the parties are those traditionally defined by such clauses. Accordingly, the Appellant is not entitled to recover the cost of excess paper which remained in inventory after its requirements contract had expired. This is a very simple case. In that regard, the Board's research discloses that the relevant GPO language, except for a few minor word differences, copies the standard "Requirements" clause set forth in the Federal Acquisition Regulation (FAR) for Executive branch procurements.14 See, FAR § 52.216-21 (Requirements). Perhaps more importantly, the disputed clause, for all practical purposes, is a verbatim repeat of the "Requirements" clause found in Executive branch contracts prior to 1984.15 There is no confusion in the case law about the scope and meaning of its terms. See, Shepard Printing, supra, Sl. op. at 20 (citing, R.C. Swanson Printing and Typesetting Company, GPO BCA 31-90 (February 6, 1992), Sl. op. at 43-44; Export Packing & Crating Company, ASBCA No. 16133, 73-2 BCA ¶ 10,066, at 47,215). In that regard, 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).16 As explained by the Claims Court in Torncello v. United States: 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 756, 761-62 (Ct.Cl. 1982). [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. Recently, the Board has had occasion to examine and interpret the scope and meaning of the same "Requirements" clause which appears in the Appellant's contract.17 Shepard Printing, supra, Sl. op. at 20-27. As here, Shepard Printing involved an appeal from the final decision of a GPO contracting officer rejecting the contractor's request for an equitable adjustment because the Government did not order the Department of Labor Annual Report called for in its requirements contract. In dismissing the appeal, the Board stated: 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,18 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,19 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., [ASBCA No. 20230], 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). Shepard Printing, supra, Sl. op. at 23-24. [Original Emphasis.] The Board's reasoning, in essence, adopted the rationale of AGS- Genesys Corporation, supra, 89-2 BCA ¶ 21,702, one of the cases cited by the Respondent, where the ASBCA observed: 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.] AGS-Genesys Corporation, supra, 89-2 BCA ¶ 21,702, at 109,108. [Emphasis added.] See, Shepard Printing, supra, Sl. op. at 25-26. This appeal is not unlike the situation confronting the ASBCA in Command Tech Corporation, a case in which the contractor received a requirements contract for the cleaning of air filers from the Government's vehicle fleet. Command Tech Corporation, ASBCA No. 40318, 90-3 BCA ¶ 23,215. The number of air filters to be cleaned was estimated by determining how many of each type of filter was needed for the fleet of cars, factoring in the number of times of probable use during a rotational schedule, and planning for some of the filters to be unserviceable and needing to be replaced. Id., at 116,493. The contractor's winning bid was based on a multiple of the unit price for each category of air filter times the estimated quantity for each category. Id. The Government ordered less than the estimated quantities, and the contractor sought reimbursement for the balance. Id., at 116,495. Specifically, the contractor claimed that since the Government ordered less than the estimated quantities, it was left with "an excess of labor, materials and more rented transportation than needed" which it had allocated to the total quantity of air filters. Id., at 116,496. Therefore, the contractor believed it was entitled to compensation because the Government obligated itself to purchase the total amount. Id. However, the contractor, neither in its claim nor in its pleadings, alleged that the Government was negligent in arriving at its estimates for the air filters. Id., at 116,493. In denying the contractor's request for an equitable price adjustment, the ASBCA employed the following reasoning: The quantities for the air filters are labeled in the Schedule as "Contract Period Estimates" and the air filters in such quantities are expressly not purchased by the contract. Appellant was to be paid a firm-fixed price for each filter actually cleaned and "if the Government's requirements [did] not result in orders in the quantities described as 'estimated' in the Schedule, that fact [was not to] constitute the basis for an equitable price adjustment". The Government does not have to reimburse appellant for its indirect costs it allocates to the estimated quantities of services not ordered under the requirements contract. See Dynamic Science, Inc., ASBCA No. 29510, 85-1 BCA ¶ 17,710. We are mindful of situations where contractors have obtained relief because the Government has been negligent in its preparation of the estimates in a requirements contract. The Government is required to exercise due care in the preparation of its estimates. Huff's Janitorial Service, ASBCA No. 26860, 83-1 BCA ¶ 16,518. There is no evidence on this point. . . .[A]ppellant, neither in its claim nor in its pleadings, even alleges that the Government was negligent in arriving at its estimates for the air filters, although it does state, in its brief, a belief that the Government was negligent. While the Government has the ultimate burden to show that it exercised due care in preparing its estimate, it is under no obligation to present evidence of due care until appellant has made out a prima facie case to the contrary. This, appellant has failed to do. Command Tech Corporation, supra, 90-3 BCA ¶ 23,215, at 116,496. [Emphasis added.] See also, University of Iowa, supra, 70-1 BCA ¶ 8,218 (surplus supplies and packaging materials). In the Board's view, the ASBCA's rationale in Command Tech Corporation is equally applicable to this dispute. Simply stated, the Board believes that the fact that the Government did not place orders for all of the estimated number of publications in Contract Modification No. 1, does not entitle the Contractor to reimbursement for the surplus paper stock, because the "Requirements" clause expressly provides that a failure to order the full estimated quantities would not constitute the basis for an equitable adjustment (R4 File, Tab A, pp. 3-4). In other words, the Respondent is not responsible, under this contract, for absorbing the cost of the extra paper purchased by the Appellant in anticipation of receiving more orders than it actually did. While the facts in this case raise some doubts in the Board's mind about the due care exercised by the Government in estimating the quantities of the "Age Page Newsletter" which might be ordered under the contract,20 there is no proof here that the estimates were negligently prepared; indeed, no such allegation has been made by the Appellant in this case. See, Shepard Printing, supra, Sl. op. at 26. Thus, the Board in this appeal reaches the question not decided in Shepard Printing,21 and holds that under the express language of "Requirements" clause no equitable price adjustment is available to a contractor in the absence of evidence that the Government has been negligent in its preparation of its estimates. Moreover, in agreement with the ASBCA, the Board also holds that while the Government has the ultimate burden of proving that its estimates are reasonable, it has no obligation to present evidence of reasonableness in the absence of allegations by a contractor that the Government, in fact, failed to exercise due care. Command Tech Corporation, supra, 90-3 BCA ¶ 23,215, at 116,496. In the final analysis, by seeking payment from GPO for the surplus paper stock, the Appellant is asking the Respondent to insure it against losses which may occur as a normal business risk when a contractor enters into a requirements contract with the Government. However, the Board has recently held that errors in business judgment do not warrant any relief. Hurt's Printing Company, Inc., supra, Sl. op. at 10-11, fn. 14 (citing, Aydin Corporation v. United States, 229 Ct.Cl. 309, 669 F.2d 681 (1982); American Ship Building Company v. United States, 228 Ct.Cl. 220, 654 F.2d 75 (1981)). See generally, John Cibinic, Jr. and Ralph C. Nash, Jr., Formation of Government Contracts 2d ed., (The George Washington University, 1986), p. 481-82. This view is in harmony with that expressed by the General Services Board of Contract Appeals (GSBCA) in National Refrigerants, Inc., where the contractor entered into a requirements contract for the supply and delivery of estimated quantities of refrigerant gases to the Government. National Refrigerants, Inc., GSBCA No. 7544, 85-2 BCA ¶ 17,996, at 90,226. When the Government subsequently modified the contract to lower the estimated fill weights of the gas cylinders for safety reasons, the Appellant sought a price increase because of the decreased fill weight per cylinder.22 Id., at 90,226-27. The GSBCA rejected the claim, stating: The Government made no promise to buy precise amounts from appellant, nor did it do so. The quantities were stated as estimates. The estimates were not tied to the numbers of cylinders but rather to pounds. The Government did not guarantee that it would buy a given number of cylinders nor that it would purchase a specific number of pounds of the refrigerant gas. If appellant predicated its bid on its ability to fill the cylinders to capacity, it did so as a business judgment, not as a contract requirement. National Refrigerants, Inc., supra, 85-2 BCA ¶ 17,996, at 90,227. [Emphasis added.] Similarly, in University of Iowa, a case cited to the Board by the Respondent, the contractor's argument that it entered into the contract in the belief that the Government's estimated requirements were "relatively firm," was thought by the ASBCA to: [At most] . . . show a mutual mistake as to [those] requirements. Relief for mutual mistake requires reformation of the contract. This is a matter for the General Accounting Office or the courts. It is beyond our authority to grant. University of Iowa, supra, 70-1 BCA ¶ 8,218, at 38,214. Accord, R.C. Swanson Printing and Typesetting Company, supra, Sl. op. at 26, fn. 14 (where the Board denied the contractor's request for reinstatement of the contract because that form of equitable relief was solely within the authority of the agency's contracting officers). See also, Crow Fitting Company, Inc., ASBCA No. 25378, 81-1 BCA ¶ 14,951. Accordingly, for these reasons, the Board concludes that the Contractor's request for an equitable price adjustment in this case is without merit, and the appeal is denied. ORDER The Board finds and concludes that the Appellant has neither alleged nor proved that the Government negligently prepared its estimates regarding the number of orders for the "Age Page Newsletter" under the disputed requirements contract, and thus the Contractor is not entitled to recover the cost of excess paper which remained in inventory after the contract expired. THEREFORE, the decision of the Contracting officer is AFFIRMED, and the appeal is DENIED. It is so Ordered. January 31, 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 30, 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 six (6) documents identified as Tabs A through F. 2 By letter dated December 9, 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, Shepard Printing, GPO BCA 37-92 (January 28, 1994), Sl. op. at 2, fn. 3; 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 NIH was 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 The contract's "Determination of Award" section also provided, in pertinent part, that: ". . . [T]he following units of production . . . are the estimated requirements to produce one year's production under this contract. These units do not constitute, nor are they to be construed as, a guarantee of the volume of work which may be ordered under this contract for a like period of time[.]" (R4 File, Tab A, p. 11). 6 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). 7 Only the Respondent submitted a written brief setting forth its position on the issues in this appeal. See, Respondent's Brief, dated April 23, 1993 (hereinafter Res. Brf.). The Board's understanding of the positions of the parties is based on the Appellant's Complaint, the Appellant's Exhibit No. 1 (a copy of Program D270-S, a single award requirements contract for the period beginning February 1, 1990, and ending January 31, 1991, under which GPO procured the Arthur M. Sackler Gallery Calendar for the Smithsonian Institution), the Respondent's Answer, the Respondent's brief, and the discussions at the presubmission telephone conference on March 18, 1993. 8 The Appellant also says that if Contract Modification No. 1 had not been issued, it would not have needed to buy additional paper to cover anticipated increased orders. Complaint, p. 1. This "but for" argument sounds to the Board as if the Contractor is alleging that it was "entrapped" into purchasing the additional paper stock. In a recent decision, the Board had occasion to consider "entrapment", as it applied to Government contracts. See, Hurt's Printing Company, Inc., supra, Sl. op. at 10-11, fn. 14. As noted in Hurt's Printing Company, Inc., the doctrine of "entrapment" is peculiar to criminal law. Id. (citing, United States v. Berry, 661 F.2d 618 (7th Cir. 1981)). It is rarely found, and even then usually only by analogy, in administrative proceedings. Id. (citing, Transportation Enterprises, Inc. v. National Labor Relations Board, 630 F.2d 421 (5th Cir. 1980), where the court held that when the National Labor Relations Board first rules that it has no jurisdiction over an employer and then reverses itself, it can not find the employer guilty of an unfair labor practice for conduct engaged in after the initial ruling, on which the employer relied). There is nothing in the evidence of record here which would support such an "entrapment" defense. 9 The Appellant arrives at this figure of 22 orders by subtracting the number of actual orders (36) from the maximum estimate (60), and crediting the Government with the 2 additional orders for which the paper was on hand (the excess paper stock) for a total of 38 orders. Complaint, p. 1. 10 The Respondent first saw and received a copy of Appellant's Exhibit No. 1 at the presubmission conference. PTCR, p. 5, fn. 6. Its research disclosed that Program D270- S was terminated for the convenience of the Government because of extensive budget cuts at the Smithsonian Institution. Res. Brf., p. 8, Attachment 1. Accordingly, the Appellant was reimbursed for its surplus paper as part of a termination settlement agreement, not an equitable adjustment. Id., Attachment 3 (Contract Modification No. 3, dated March 7, 1991). See, PPR, Chap. XIV, Sec. 2, ¶ 3.i; GPO Contract Terms, Contract Clauses, ¶ 19(d). Apart from the fact that the circumstances surrounding Program D270-S are distinguishable from this case, the Board also notes that on numerous occasions it has ruled 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, Shepard Printing, supra, Sl. op. at 8-9, fn. 8; RD Printing Associates, Inc., supra, 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. 11 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. 12 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., Shepard Printing, supra, Sl. op. at 14, fn. 14; Hurt's Printing Company, Inc., supra, 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, supra, 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 No. 2944 et al., 93-1 BCA ¶ 25,360; Local Contractors, Inc., ASBCA No. 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. 13 The record on which the Board's decision is based consists of: (1) the Appellant's letter, dated October 16, 1992, noting an appeal from the Contracting Officer's decision and containing its Complaint; (2) the Appellant's supplementary letter, dated December 9, 1992; (3) Appellant's Exhibit No. 1, filed with the Board on March 17, 1993; (4) the R4 File (Tabs A-F); (4) the Respondent's Answer, dated January 8, 1993; (5) the Report of Presubmission Telephone Conference, dated March 26, 1993; and (6) the Respondent's Brief, dated April 23, 1993, with attachments. 14 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 all 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). 15 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, ASBCA No. 25057, 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, 4 Cl.Ct.727, 731 (1984). 16 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. 17 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, supra, 4 Cl.Ct. at 731 (citing, Torncello v. United States, supra, 681 F.2d at 760). 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. 18 This fact is expressly stated in the disputed contract's "Determination of Award" clause (R4 File, Tab A, p. 11). 19 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. 20 The original estimate for the publication shown in the solicitation was between 15 to 26 print orders over the life of the contract (R4 File, Tab A, p. 5). Less than a month after the contract was awarded, the Contracting Officer issued Contract Modification No. 1, which increased the estimate of the maximum number of orders to 60 print orders, or more than double the original estimate (R4 File, Tab D). Indeed, the number of actual orders (36) was nearly 40 percent more than the original maximum estimate. This tells the Board that the original estimate, on which the Appellant predicated its bid, was clearly undervalued. However, there is no evidence in the record to indicate how the Government arrived at its estimated figures, nor has the Contractor alleged that they are unreasonable. Indeed, the Appellant's "guesstimate" of its paper requirements in response to Contract Modification No. 1 was fairly close to the number of actual orders in this case; i.e., the surplus paper stock is only enough to satisfy 2 more orders, not 24. See, note 9 supra. 21 See, Shepard Printing, supra, Sl. op. at 27, fn. 27. 22 As in this case, both parties in National Refrigerants, Inc. had signed the contract modification. National Refrigerants, Inc., supra, 85-2 BCA ¶ 17,996, at 90,227. See, Contract Modification No. 1 (R4 File, Tab D).