WASHINGTON, DC  20401

In the Matter of            )
the Appeal of               )
R.C. SWANSON PRINTING AND   )   Docket No. GPO BCA 15-90
Jacket No. 241-699          )
Purchase Order 70992        )
Program D404-M              )


   On July 1, 1993, the Board issued its Supplemental Decision
   and Order (Supplemental Decision), in the above-captioned
   appeal of R.C. Swanson Printing and Typesetting Company
   (Appellant or Contractor)) on the issue of termination costs.1
   In its Supplemental Decision, the Board overruled the U.S.
   Government Printing Office's (Respondent or GPO or Government)
   final decision  disallowing nearly all of the Appellant's
   claim for settlement  costs stemming from the canceling of its
   contract for the convenience of the Government because the
   Contracting Officer had failed to take into account that the
   contract in question was a requirements contract.2  R.C.
   Swanson Printing and Typesetting Company, GPO BCA 15-90 (July
   1, 1993), Supplemental Decision and Order, Sl. op. at 26.  In
   so ruling, the Board accepted the Contractor's view that the
   proper basis for calculating termination settlement costs was
   the estimated contract price over the life of the contract.
   Id., Sl. op. at 25 (citing, Aviation Specialists Inc., DOT BCA
   No. 1967, 91-1 BCA  23,534).  Accordingly, the Board reversed
   the Respondent's final decision and remanded the matter to the
   Contracting Officer with instructions to reconsider the
   Appellant's claim in light of the Supplemental Decision.

   On August 2, 1993, Counsel for GPO submitted Respondent's
   Motion for Reconsideration (Motion for Reconsideration) to the
   Board, asking it to review its Supplemental Decision, and find
   instead that the decision of the Contracting Officer was
   correct. Board Rules, Rule 29.  Thereafter, on August 24,
   1993, Counsel for the Appellant filed Appellant's Opposition
   to Respondent's Motion for Reconsideration (Appellant's
   Opposition) with the Board, requesting that the Motion for
   Reconsideration be denied.3  The Board has carefully
   considered the Motion for Reconsideration and the Appellant's
   Opposition, and for the reasons which follow, it herein
   AFFIRMS the Contracting Officer's determination, and MODIFIES
   its Supplemental Decision.


     As a rule, reconsideration is discretionary and will not be
     granted in the absence of specific and compelling reasons.
     See, e.g., Christie-Willamette, NASABCA No. 1182-16, 89-2
     BCA  21,659; Carolina Maintenance, ASBCA No. 25891, 88-1
     BCA  20,388; Ken Rogge Lumber Company, ASBCA No. 84-145-3,
     84-3 BCA  17,570; Ronald C. Skillens d/b/a Skillens
     Enterprises, GSBCA No. 4625, 77-2 BCA  12,634.
     Reconsideration is not intended to allow the moving party to
     reargue the case or reinterpret old evidence.  See, e.g.,
     Blake Construction Company, GSBCA No. 8376-R, 90-1 BCA 
     22,408; Prime Roofing, Inc., ASBCA No. 30651, 89-2 BCA 
     21,593; Ford Aerospace & Communications Corporation, ASBCA
     No. 29088, 88-3 BCA  21,061; Sequal, Inc., ASBCA No. 29119,
     85-3 BCA  18,366; Graphic Litho, Inc., GPO BCA No. 17-85
     (September 30, 1988), Sl. op. at 3-5.

   Apart from establishing precise time limits for filing, Rule
   29 provides only general guidance for parties seeking to have
   the Board reconsider a decision.4  Board Rules, Rule 29.
   However, in Graphic Litho, Inc., the Board enumerated the
   standards for reconsideration in this forum:

      Generally, Boards of Appeals, such as this, will not reopen
      an appeal record once it is settled.  [Footnote omitted.]
      Polerad Electronics Corp., ASBCA [No.] 20636, 79-1 BCA 
      13,777[.]  [See also,] Cal Constructors, ASBCA [No.] 21179,
      78-1 BCA  12,992; Harold Benson, AGBCA [No.] 384, 77-1 BCA
       12,490.  However, on occasion they will exercise
      discretion and do so in order to receive significant newly-
      discovered evidence[,] Key, Inc. & Jones-Robertson, Inc.,
      IBCA [No.] 690-12-67, 69-1 BCA  7,447, or non-newly
      discovered evidence, G.M. Co. Manufacturing, Inc., ASBCA
      [No.] 5345, 60-2 BCA  2,759, when it is clear that
      injustice will be done if the evidence is not considered.
      K-Square Corp., IBCA [No.] 959-3-72, 73-2 BCA  10,146;
      Turner Construction Co., GSBCA [No.] 3549, 75-1  11,106.

      A Board may also exercise such discretion in granting
      reconsideration where it is alleged that the Board erred in
      its legal conclusions, Pansophic Systems, Inc., GSBCA [No.]
      4983, 78-2 BCA  13,390; or where it is claimed that the
      decision was founded in a legal theory which neither party
      had espoused.  Kaminer Construction Corp., ENGBCA [No.]
      2833, 70-1 BCA  8,257.

Id., Sl. op. at 2-3.  [Emphasis added.]

   As indicated in Graphic Litho, Inc., the traditional grounds
   for reconsideration are: (1) newly discovered evidence, or
   evidence which was unavailable at the time of the initial
   proceeding; or (2) error or oversight in a contract appeals
   board's findings of fact or conclusions of law.  See also, Old
   Dominion Security, Inc., GSBCA No. 8563-R, 88-3 BCA  21,072;
   Chrysler Corporation, NASABCA No. 1075-10, 77-2 BCA  12,829;
   Winsco Instruments & Controls Company, NASABCA No. 1065-40,
   67-2 BCA  6,644.  It is also settled that any new evidence
   must be significant and material, and it must be such as to
   require a different result.  See, e.g., United States v. 41
   Cases, More or Less, 420 F.2d 1126, 1132 (5th Cir. 1970); Reed
   & Reed, Inc., ASBCA No. 34367, 88-3 BCA  20,876; Wise
   Instrumentation and Controls, NASABCA No. 1072-12, 76-1 BCA 
   11,641; Mastic-Tar Co., Inc., ASBCA No. 7272, 1962 BCA 
   3,429.  The same requirements regarding materiality and a
   difference of result also apply to alleged errors or
   oversights of findings of fact and conclusions of law.  See,
   e.g., Camel Manufacturing Company, ASBCA No. 41231, 91-2 BCA 
   23,908; Optimal Data Corporation, NASABCA No. 381-2, 85-2 BCA

   In seeking review here, the Respondent alleges that the Board
   "mischaracterized the nature of the contract" in its
   Supplemental Decision by calling it a requirements contract,
   and thus the Board's conclusion is legally flawed.5  Motion
   for Reconsideration, at 1.  In that regard, contract
   interpretation is clearly a question of law.   Pacificorp
   Capital, Inc. v. United States, 25 Cl.Ct. 707, 715 (1992),
   aff'd 988 F.2d 130 (Fed. Cir. 1993); Fry Communications, Inc.-
   Infoconversion Joint Venture v. United States, 22 Cl.Ct. 497,
   503 (Cl.Ct. 1991); 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);
   Hol-Gar Mfg. Corp. v. United States, 169 Ct.Cl. 384, 386, 351
   F.2d 972, 973 (1965).  Consequently, the task confronting the
   Board in this proceeding is to examine the terms of the
   contract and decide what the agreement really is, regardless
   of what the contract is called.6  Ralph Construction, Inc. v.
   United States, supra, 4 Cl.Ct. at 731.

   The crux of the Respondent's argument is that the contract at
   issue was a multiple-award type of agreement, which did not
   create an exclusive contractual relationship between the
   Appellant and GPO-an essential ingredient for a requirements
   contract.  Motion for Reconsideration, at 2-3.  In that
   regard, the Respondent specifically directed the Board's
   attention to a case decided by the United States Claims Court
   (Claims Court) 16 years ago, in which it held that GPO's
   multiple-award agreements were not requirements contracts, as
   that concept is understood in Government contracts law.7  See,
   Media Press, Inc. v. United States, 215 Ct.Cl. 985, 986

   In Media Press, Inc., GPO made multiple awards in a contract
   for the procurement of certain printed forms for the
   Department of Health, Education and Welfare, because it
   believed that no single printing firm would be able to meet
   all of the customer-agency's needs.  Id., at 985.  As the
   Claims Court described the contractual scheme:

      Plaintiff was named low bidder on the basis of its
      aggregate low price, with other awards made sequentially
      from lowest to highest, also on the basis of aggregate
      prices.  In placing work, the GPO was obligated to first
      communicate with the low contractor to determine whether or
      not he could accept an order.  The only valid reason for
      declining was inability to meet a shipping schedule.  If
      the low contractor was unable to accept an order, the
      Government would contact the next low bidder, and so on,
      until the job was accepted.

      The contract provided three exceptions to this method of
      placing work, only one of which is pertinent here.  The
      provision in question, Exceptions Clause (3), reserved the
      right to establish a new low bidder and numerical sequence
      of other bidders on each particular print order, taking
      into account only those variables involved in that
      particular order, rather than on an aggregate basis taking
      into account all four variables.  This process of computing
      prices on each individual print order is known as
      "abstracting".  Abstracting showed, because of the
      structure of plaintiff's bid, that on orders requiring
      little or no folding, the prices of other contractors were
      lower.  The Government invoked this exception with the
      result that all orders were not automatically offered
      initially to plaintiff.

Media Press, Inc. v. United States, supra, 215 Ct.Cl. 985-86.
The aggregate low bidder sued in the Claims Court for lost
profits on the print orders it failed to receive, alleging that
the contract was a requirements contract, and thus every offer of
a print order to another contractor was a breach of contract by
GPO.  The Claims Court disagreed and dismissed the low bidder's
suit.  Media Press, Inc. v. United States, supra, 215 Ct.Cl. 987.
The rationale for the Claims Court's decision was:

      A requirements contract has been defined 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).  Neither
      party to the instant contract is so tightly and exclusively
      bound to the other so as to give rise to a requirement-type
      arrangement.  The government retained the right to purchase
      some of its needs from other printers.  Similarly,
      plaintiff was empowered to refuse orders if it was unable
      to meet a delivery schedule.  We conclude, therefore, that
      such consideration is insufficient to support plaintiff's
      construction of the contract as a requirements contract.
      See, Goldwasser v. United States, 163 Ct.Cl. 450, 454-455,
      325 F.2d 722, 724 (1963).

Media Press, Inc. v. United States, supra, 215 Ct.Cl. 986.
[Emphasis added.]

   The Board's own research on the question raised by the Motion
   for Reconsideration, confirms that 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.  As explained by the Claims Court in

      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

Torncello v. United States, 681 F.2d at 761-62.  [Emphasis
added.] Indeed, in a case not unlike Media Press, Inc., the Armed
Services Board of Contract Appeals held that a roofing
contractor, who claimed that work done by two other contractors
should have gone to him, was not entitled to any work required to
be purchased under his requirements contract other than that
specified in delivery and call orders issued under his agreement,
where the Government properly followed its delivery order/call
order system in administering the contract.  Skip Kirchdorfer,
Inc., ASBCA No. 22997, 83-2 BCA  16,713.

   The Board has carefully studied the relevant terms of the
   Appellant's contract with GPO, and has determined that, as the
   Respondent contends, it misapplied the law in this case, and
   that the conclusion it reached in its Supplemental Decision
   was in error.  In that regard, the contract specifications
   here disclose a print order placement scheme which is
   identical to the one considered by the Claims Court in Media
   Press, Inc.  Thus, the Appellant's contract also provides, in
   pertinent part, that:


      The Government will make multiple awards under this
      solicitation since it is anticipated that one firm may not
      be able to meet all of the requirements.

      In order to make multiple awards and to determine the
      sequence of bidders, the Government will apply the prices
      quoted by each bidder in the "Schedule of Prices" to the
      following units of production which are the estimated
      requirements to produce one year's under this contract.
      These units do not constitute, nor are they construed as a
      guarantee of the volume of work which may be ordered for a
      like period of time.

      In placing work, the Government will first communicate with
      the low contractor to determine whether or not at that time
      one or more orders for specified quantities can be accepted
      for shipment within the time required by the Government.
      The Government will be obligated to offer each job to the
      low contractor first, the next low contractor second, and
      so on until the job has been accepted.  The offer shall be
      made only to those contractors whose prices are determined
      to be fair and reasonable.  The low contractor and each
      successive next low contractor shall be obligated to accept
      the job except when the shipping schedule cannot be met.
      Contractors refusing to accept orders offered with the
      requested ship date shall be required to provide the best
      date that can be met.  When the contractor accepts, a
      formal print order will be issued.

   * * * * * * * * * *

      Notwithstanding any sequence of contractors established as
      a result of the Determination of Award, the Government
      reserves the right, without limitation, to establish a
      specific sequence of contractors for any or all print
      orders to be issued under this contract by abstracting the
      contract prices of each contractor against actual print
      orders to be issued, and adding any applicable costs to the
      Government, for transportation of the finished product to
      all destinations.  In the event such a specific sequence is
      established, such specific sequence of contractors shall
      control the order in which the print order(s) is offered.
      The determination to establish a specific sequence or
      sequences shall not be cause for an adjustment in the
      contract price or any other term or condition of the

See, R4 File, Tab A, p. 11.  [Emphasis added.]

   Where, as here, one contract either refers to or incorporates
   the provisions of another contract, both contracts should be
   construed together to determine the meaning of the terms and
   intent of the parties.  Pacificorp Capital, Inc. v. United
   States, supra, 25 Cl.Ct. at 716 (citing, Chicago Pneumatic
   Tool Co. v. Ziegler, 151 F.2d 784, 795 (3rd Cir. 1945)).
   Therefore, when the Board considers the relevant provisions of
   the Appellant's contract in light of the Claims Court's
   analysis in Media Press, Inc., it is compelled to conclude
   that, in fact, the multiple-award agreement in question was
   not a requirements contract.  Furthermore, since the Board's
   error of law was, indeed, significant and material, and was
   such as to require a different result, it will grant the
   Respondent's Motion for Reconsideration.  See, e.g., United
   States v. 41 Cases, More or Less, supra, 420 F.2d at 1132;
   Camel Manufacturing Company, supra, 91-2 BCA  23,908; Reed &
   Reed, Inc., supra, 88-3 BCA  20,876; Optimal Data
   Corporation, supra, 85-2 BCA  18,165; Wise Instrumentation
   and Controls, supra, 76-1 BCA  11,641; Mastic-Tar Co., Inc.,
   supra, 1962 BCA  3429.

   However, the Board's responsibility does not end here.  As
   indicated in the Supplemental Decision, the Board was faced
   with two issues:

      1. Did the Contracting Officer use the proper cost basis
      for considering the Appellant's settlement proposal in this

      2. Has the Appellant provided sufficient proof to show that
      it incurred the costs connected with the terminated
      contract described in its claim?

Supplemental Decision, Sl. op. at 13.  Granting the Motion for
Reconsideration only disposes of the first question.  The Board
must still determine the quantum of relief which the Appellant is
entitled to because of the convenience termination of its
   The record in this case shows that the Appellant's termination
   settlement proposal was referred to GPO's Office of the
   Inspector General (OIG) for an audit (R4 File, Tabs M and N).
   On February 27, 1990, the OIG issued its audit report of the
   Appellant's claim (R4 File, Tab Q) (hereinafter OIG Audit
   Report).  As indicated in the Supplemental Decision, of the
   Appellant's claim of $245,796.75, the audit report questioned
   $244,265.86, leaving a balance of $1,530.89 (R4 File, Tab Q,
   Attachment III, p. 1).  The reasoning of the OIG auditors with
   respect to their disposition of the individual settlement
   categories presented by the Appellant-Labor Costs, Overhead
   Expenses, Capital Acquisition Debt, General and Administrative
   Expenses, Lost Profit, and Settlement Expenses-has been set
   forth previously, and need not be repeated here.  Supplemental
   Decision, Sl. op. at 9-11.  Suffice it to say, that the
   Contracting Officer's settlement offer of March 23, 1990,
   essentially adopted the findings in the OIG Audit Report (R4
   File, Tab S).

   The Board has recently indicated that it would rely heavily on
   OIG audits in assessing a contractor's evidence of costs.
   See, Banta Company, GPO BCA 03-91 (November 15, 1993), Sl. op.
   at 57 (and cases cited therein).  Here, too, the Board
   believes that the information contained in the OIG Audit
   Report is the best available in the record to determine the
   quantum of relief issue.  Id.  See also, S.W. Electronics &
   Manufacturing Corporation v. United States, 228 Ct.Cl. 333,
   655 F.2d 1078 (1981); E.W. Eldridge, Inc., ENGBCA No. 5269,
   90-3 BCA  23,080,; Celesco Industries, ASBCA No. 22251, 79-1
   BCA  13,604.  Accordingly, when the Board considers the
   record in this case as a whole, including the transcript of
   the hearing held on June 2, 1992, it finds that the evidence
   supports payment of the Appellant's claim to the extent
   offered by the Contracting Officer on March 23, 1990.
   Therefore, the Board will allow termination costs in the
   amount of $1,530.89, which it finds is fair and reasonable
   under the circumstances.  Cf., Banta Company, supra, Sl. op.
   at 61.


   For all of the foregoing reasons, the Board finds and
   concludes that the Respondent has presented grounds which
   would warrant reconsideration of the Supplemental Decision,
   and that therefore, its Motion for Reconsideration is GRANTED.
   Furthermore, the Board finds and concludes that the record
   evidence supports the Appellant's termination claim to the
   extent of the Contracting Officer's settlement offer of March
   23, 1990.  THERFORE, the Board MODIFIES its Supplemental
   Decision and REMANDS the case to the Contracting Officer with
   instructions to make appropriate arrangements to pay the
   Contractor in accordance with this opinion.  Banta Company,
   supra, Sl. op. at 62; RD Printing Associates, Inc., GPO BCA
   02-92 (December 16, 1992), Sl. op. at 37; General Business
   Forms, Inc., GPO BCA 2-84 (December 3, 1985), Sl. op at 23.

It is so Ordered.

December 20, 1993               STUART M. FOSS
                        Administrative Judge


    1 The Board's initial opinion in this appeal was issued on
    March 6, 1992.  The Board's Decision and Order dismissed the
    Contractor's claim for breach of contract damages for lack of
    jurisdiction, but ruled that the appeal from the Contracting
    Officer's denial of its claim for termination costs was a
    justiciable controversy.  R.C. Swanson Printing and
    Typesetting Company, GPO BCA 15-90 (March 6, 1992), Decision
    and Order, Sl. op. at 2.
    2 In that regard, the Contracting Officer had disallowed
    nearly all of the Appellant's claim for termination costs of
    $245,796.75.  However, because the termination cost question
    could not be decided on the record as it existed, the Board
    ordered a hearing to take evidence on that issue.  R.C.
    Swanson Printing and Typesetting Company, supra, Decision and
    Order, Sl. op. at 41-42.  GPO Instruction 110.12, Subject:
    Board of Contract Appeals Rules of Practice and Procedure,
    dated September 17, 1984, Rules 8, 17-25 (Board Rules).  The
    hearing was conducted by the Board on June 2, 1992.  After
    reviewing the record in the case, including the evidence
    introduced at the hearing and the posthearing briefs
    submitted by the parties, the Board issued its Supplemental
    3 Throughout these proceedings, up to and including the
    issuance of the Board's Supplemental Decision, the Appellant
    was represented pro se.  However, by Notice of Appearance,
    dated August 9, 1993, Counsel for the Appellant entered an
    appearance on behalf of the Contractor.
    4 Rule 29 provides: "A motion for reconsideration, if filed
    by either party, shall set forth specifically the ground or
    grounds relied upon to sustain the motion, and shall be filed
    within 30 days from the date of the receipt of a copy of the
    decision of the Board by the party filing the motion."
    5 The Respondent does not question the Board's conclusion
    that the proper basis for calculating termination settlement
    costs for a requirements contract is the estimated contract
    price over the life of the contract.  R.C. Swanson Printing
    and Typesetting Company, supra, Supplemental Decision and
    Order, Sl. op. at 25 (citing, Aviation Specialists Inc.,
    supra, 91-1 BCA  23,534).  This rule applies provided that
    the Government exercises due care in preparing its estimates.
    See, Crown Laundry and Dry Cleaners, Inc. v. United States,
    39 CCF  76,575 (Fed.Cl. September 22, 1993); Dynamic
    Science, Inc., ASBCA No. 29510, 85-1 BCA  17,710; Huff's
    Janitorial Service, ASBCA No. 26860, 83-1 BCA  16,518.
    6  The Board is not bound by what the parties call a
    contract,  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); 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, 2 Cl.Ct. 803, 808
    (1983).  Thus, in Stanley F. Horton d.b.a T & H Rental & Snow
    Removal, the Department of Transportation board of contract
    appeals determined, in the absence of any expression within
    the agreement denoting that it was a requirements contract,
    that such a contract existed between the parties nonetheless
    because the facts showed that the Government, historically,
    had awarded all snow removal work to the lowest bidder, and
    the contract in question contained a reservation clause
    allowing the Government to procure elsewhere in the event of
    non-performance, which would not be necessary unless the
    contract was a requirements contract.  Stanley F. Horton
    d.b.a T & H Rental & Snow Removal, DOTCAB No. 1231, 82-2 BCA

    7 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.