U.S. GOVERNMENT PRINTING OFFICE BOARD OF CONTRACT APPEALS WASHINGTON, DC 20401 In the Matter of ) ) the Appeal of ) ) THE GEORGE MARR COMPANY ) Docket No. GPO BCA 31-94 Jacket No. 752-953 ) Purchase Order H-1775 ) DECISION ON MOTION AND CROSS-MOTION FOR SUMMARY JUDGMENT AND ORDER I. STATEMENT OF THE CASE This appeal, timely filed by The George Marr Company (Appellant or Contractor), 652 South Second Street, Louisville, Kentucky 40202, is from the final decision, dated July 5, 1994, of Contracting Officer Aurelio E. Morales of the U.S. Government Printing Office's (Respondent or GPO or Government), Columbus Regional Printing Procurement Office (CRPPO), 1335 Dublin Road, Suite 112-B, Columbus, Ohio 43215-7034, disallowing all but $2,075.96 of the Appellant's settlement proposal of $38,104.26, following the termination of its contract, identified as Jacket No. 752-953, Purchase Order H-1775, for the convenience of the Government (R4 File, Tab FF).1 The Board held a prehearing telephone conference in this matter on February 28, 1995. Board Rules, Rule 10. At the conference, the parties agreed that the material facts were essentially undisputed, and any minor differences could be resolved through stipulations. Report of Prehearing Telephone Conference, dated April 17, 1995, p. 6 (RPTC). The Appellant believed, and the Respondent concurred, that the only issue in the case was whether the Contractor was entitled to continue work for which it could be compensated under the contract while it was waiting for the Government to return the first set of pre-production proofs? RPTC, p. 6. To answer this question, the Board would be required to interpret the contract, specifically the "Extension of Schedules" clause. GPO Contract Terms, Solicitation Provisions, Supplemental Specifications, and Contract Clauses, GPO Publication 310.2, Effective December 1, 1987 (Rev. 9-88), ¶ 12(c) (GPO Contract Terms). The parties also agreed that in order to expedite matters, the Appellant would send GPO a draft stipulation of facts by March 31, 1995, and thereafter, if necessary, file a motion for summary judgment placing the legal issue before the Board. RPTC, p. 6. In light of these discussions, the Board decided that this appeal would be processed on the basis of a stipulation of facts, cross-motions for summary judgment, and written briefs. RPTC, p. 7. Thereafter, on April 25, 1995, the Board conducted a telephone status conference, during which the parties submitted their stipulation of facts, and a summary judgment schedule was established. Report of Telephone Status Conference, dated May 23, 1995, pp. 2-3 (RTSC). See Agreed Order of Stipulation, dated April 25, 1995 (hereinafter referred to as Jt. Stip.). The stipulation was endorsed by the Board immediately after the meeting. RTSC, p. 2, fn. 1; Jt. Stip., at 6. See Banta Co., GPO BCA 03-91 (November 15, 1993), slip op. at 2, 1993 WL 526843. In accordance with that schedule: (1) on June 2, 1995, Counsel for GPO filed Respondent's Motion for Summary Judgment (Motion); (2) on June 29, 1995, Counsel for the Contractor submitted Appellant's Response to Respondent's Motion for Summary Judgment and Appellant's Motion for Summary Judgment (Cross-Motion), including the supporting affidavit of Mr. Richard Flagstad, the Appellant's Vice President (Flagstad Affidavit); and (3) on July 14, 1995, Counsel for GPO filed Respondent's Reply to Appellant's Response and Cross[-]Motion for Summary Judgment (Reply).2 The Board has carefully assessed the positions of the parties' against the undisputed facts in this case, and for the reasons which follow the Motion is GRANTED and the Cross-Motion is DENIED. Accordingly, the matter is REMANDED to the parties for further action consistent with this opinion. II. BACKGROUND A. The Termination Action The essential facts in this appeal are uncontroverted and are set forth here as they appear in the R4 File and the stipulation of the parties.3 1. On August 9, 1993, the Respondent issued Amendment No. 1 to the Invitation for Bid (IFB) for a contract to produce 200 sets of a loose leaf book entitled "ORNL Integrated Facilities Plan" (Plan) for the U.S. Department of Energy (DOE), Oak Ridge National Laboratory, Oak Ridge, Tennessee (R4 File, Tab B, p. 4; Jt. Stip., ¶ 3). DOE's Oak Ridge facility was operated by Martin Marietta Energy Systems, Inc. (MMES) under contract with the Government. RPTC, p. 2 2. Among other things, the contract specifications provided, in pertinent part: PRE-PRODUCTION COPIES: Three printed pre-production sets of cover and spine pages and collated text and maps are required. Each set must be reproduced using the equipment and method of production that will be used in producing the finished product. Paper must be of the size, kind and quality that the Contractor will furnish. Deliver two of these samples to the following address: D.L. Barbra Martin Marietta Energy Systems Inc. K-25 Plant, P.O. Box 2003 Central Printing Oak Ridge, TN 37831-7105 These samples must arrive not later than August 30, 1993 and will be withheld not longer than 5 workdays from the date of receipt to date of "OK to Print" given by telephone/telegraph or mail to the Contractor's plant.4 At the same time as specified above, deliver one set to the U.S. Government Printing Office, ATTENTION: Compliance Unit, 1335 Dublin Road, Suite 112-B Columbia Road, OH 43215. * * * * * * * * * * QUALITY ASSURANCE THROUGH ATTRIBUTES The bidder agrees that any contract resulting from bidder's offer under these specifications shall be subject to the terms and conditions (as applicable to the products ordered) of GPO Pub. 310.1, "Quality Assurance through Attributes - Contract Terms"5 and MIL-STD-105 "Sampling Procedures and Tables for Inspection by Attributes" in effect on the date of issuance of the Invitation for Bid. * * * * * * * * * * LEVELS AND STANDARDS-The following levels and standards apply only to the products ordered under these specifications: * * * * * * * * * * Specified Standards-The specified standards for the attributes requiring them shall be: ATTRIBUTE SPECIFIED STANDARD P-7. Type Quality and Uniformity OK Pre-Production Copies [P-10] Process Color Match OK Pre-Production Copies * * * * * * * * * * SCHEDULE: Furnished material will be available for Contractor pick up at Columbus GPO by August 20, 1993. Deliver F.O.B. destination complete on or before September 13, 1993. See R4 File, Tab B, pp. 5, 13, 14. See also Jt. Stip., ¶ 3. 3. By reference, the specifications also made the contract subject to the applicable articles of GPO Contract Terms (R4 File, Tab B, p. 1). Insofar as is relevant to this case, GPO Contract Terms contains the following contract clauses and supplemental specifications: SUPPLEMENTAL SPECIFICATIONS * * * * * * * * * * 15. Determination of Lateness. (a) Final product schedule. Individual schedules will be established for each order. When the schedule establishes delivery/shipment of the final product, with intermediate schedules for the submission of proofs expressed in workdays, the time limits established for delivery/shipment of the final product will be the governing factor in determining the number of workdays the contractor is late. Any lateness in complying with intermediate schedules will be disregarded provided delivery/shipment of the final product is made within the time limits allowed in the specifications. * * * * * * * * * * CONTRACT CLAUSES * * * * * * * * * * 2. Order of Precedence. In the event of an inconsistency, the inconsistency shall be resolved by giving precedence in the following order: (a) specification; (b) supplemental specifications; (c) solicitation provisions; (d) contract clauses; and (e) other provisions whether incorporated by reference or otherwise. 3. Workday. The term "workday" is defined as Monday through Friday of each week, exclusive of the days on which Federal Government holidays are observed. Also excluded are those days on which the Government Printing Office is no open for the transaction of business, such as days of national mourning, hazardous weather, etc. 4. Changes. (a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following: (1) Drawings, designs, or specifications when the supplies to be furnished are to specially manufactured for the Government in accordance with the drawings, designs, or specifications. (2) Method of shipment or packing. (3) Place of delivery. (b) If any such change causes an increase or decrease in the he cost of, or the time required for, performance of any part of the work, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract. * * * * * * * * * * 12. Notice of Compliance With Schedules. * * * * * * * * * * (c) Extension of schedules. (1) In the event a delay is caused by any action of the Government, including failure to furnish purchase/print order, copy, GBL [Government Bill of Lading] and/or materials as scheduled, the shipping/delivery schedule will be extended automatically by the total number of workdays that work was delayed PLUS 1 workday for each day of delay; such period of grace for any schedule will not exceed 3 workdays. For example: Order, etc., 1 workday late + 1 workday grace = 2 workdays extension Order, etc., 2 workdays late + 2 workdays grace = 4 workdays extension Order, etc., 3 workdays late + 3 workdays grace = 6 workdays extension Order, etc., over 3 workdays late: total number of workdays late + 3 workdays grace = total number of workdays extension. No more than 3 workdays grace will be allowed on any one order. (2) If, as a result of Government-caused delay, additional time is required beyond that provided for in paragraph (c)(1), the contractor shall mail or otherwise furnish a written request to the Contracting Officer within 10 calendar days from the end of the Government-caused delay. If, in the opinion of the Contracting Officer, additional time beyond the 10 calendar days for submitting such written request is warranted, it may be granted. . . . * * * * * * * * * * 19. Termination for the Convenience of the Government. (a) The Government may terminate performance of work in whole or in part if the Contracting Officer determines that a termination is in the Government's interest. The Contracting Officer shall terminate by delivering to the contractor a Notice of Termination specifying the extent of termination and the effective date. * * * * * * * * * * (c) After termination, the contractor shall submit a final termination settlement proposal promptly, but no later than 3 months from the effective date of termination, unless extended in writing by the Contracting Officer upon written request of the contractor within this 3-month period. . . . (d) Subject to paragraph (c) above, the contractor and the Contracting Officer may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount, whether under this paragraph (d) or paragraph (e) below, exclusive of costs shown in subparagraph (e)(3) below, may not exceed the total contract price as reduced by (1) the amount of payments previously made, and (2) the contract price of work not terminated. The contract shall be amended and the contractor paid the agreed amount. Paragraph (e) below shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph. (e) If the contractor and the Contracting Officer fail to agree on the whole amount to be paid because of the termination of work, the Contracting Officer shall pay the contractor the amounts determined by the Contracting Officer as follows, but without duplication of any amounts agreed on under paragraph (d) above: (1) The contract price for completed supplies or services accepted by the Government . . . not previously paid for, adjusted for any savings of freight and other charges. (2) The total of- (i) The costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid under subparagraph (e)(1) above; (ii) The cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion if not included in subdivision (i) above; and (iii) A sum, as profit on subdivision (i) above, determined by the Contracting Officer to be fair and reasonable; however, if it appears that the contractor would have sustained a loss on the entire work had it been completed, the contracting Officer shall allow no profit under this subdivision (iii) and shall reduce the settlement to reflect the indicated rate of loss. * * * * * * * * * * (g) The cost principles and procedures of article 45, Contract Clauses in effect on the date of this contract, shall govern all costs claimed, agreed to, or determined under this clause.6 * * * * * * * * * * 45. Contract Cost Principles and Procedures. When required, contracts shall be subject to section 3 of Procurement Directive 306.2, Contract Cost Principles and Procedures, dated April 1, 1988.7 4. Because the "Termination for Convenience" clause incorporates by reference the "Contract Cost Principles and Procedures" clause of GPO Contract Terms, see GPO Contract Terms, Contract Clauses, ¶¶ 19(g), 45, the contract is also subject to relevant provisions of the GPO Cost Directive. See New South Press II, supra, slip op. at 5. In that regard, two such provisions of Section 3 of the GPO Cost Directive relating to termination costs are particularly pertinent to this dispute. Insofar as relevant here, the GPO Cost Directive provides: 49. Termination costs. Contract terminations generally give rise to the incurrence of costs or the need for special treatment of costs that would not have arisen had the contract not been terminated. The following cost principles peculiar to termination situations are to be used in conjunction with the other cost principles in this section: (a) Common items. The costs of items reasonably usable on the contractor's other work shall not be allowable unless the contractor submits evidence that the items could not be retained at cost without sustaining a loss. The contracting officer should consider the contractor's plans and orders for current and planned production when determining if items can reasonably be used on other work of the contractor. Contemporaneous purchases of common items by the contractor shall be regarded as evidence that such items are reasonably usable on the contractor's other work. Any acceptance of common items as allocable to the terminated portion of the contract should be limited to the extent that the quantities of such items on hand, in transit, and on order are in excess of the reasonable quantitative requirements of other work. (b) Costs continuing after termination. Despite all reasonable efforts by the contractor, costs which cannot be discontinued immediately after the effective date of termination are generally allowable. However, any costs continuing after the effective date of the termination due to the negligent or willful failure of the contractor to discontinue the costs shall be unallowable. (c) Initial costs. Initial costs, including starting load and preparatory costs, are allowable as follows: (1) Starting load costs not fully absorbed because of termination are nonrecurring labor, material, and related overhead costs incurred in the early part of production and result from factors such as- (i) Excessive spoilage due to inexperienced labor; (ii) Idle time and subnormal production due to testing and changing production methods; (iii) Training; and (iv) Lack of familiarity or experience with the product, materials, or manufacturing processes. (2) Preparatory costs incurred in preparing to perform the terminated contract include such costs as those incurred for initial plant rearrangement and alterations, management and personnel organization, and production planning. They do not include special machinery and equipment and starting load costs. . . . . (d) Loss of useful value. Loss of useful value of special tooling, and special machinery and equipment is generally allowable, provided- (1) The special tooling, or special machinery and equipment is not reasonably capable of use in the other work of the contractor; (2) The Government's interest is protected by transfer of title or by other means deemed appropriate by the contracting officer; and (3) The loss of useful value for any one terminated contract is limited to that portion of the acquisition cost which bears the same ratio to the total acquisition cost as the terminated portion of the contract bears to the entire terminated contract and other Government contracts for which the special tooling, or special machinery and equipment was acquired. * * * * * * * * * (g) Settlement expenses. (1) Settlement expenses, including the following, are generally allowable: (i) Accounting, legal, clerical, an similar costs reasonably necessary for- (A) The preparation and presentation, including supporting data, of settlement claims to the contracting officer; and (B) The termination and settlement of contracts. (ii) Reasonable costs for the storage, transportation, protection, and disposition of property acquired or produced for the contract. (iii) Indirect costs related to salary and wages incurred as settlement expenses in (i) and (ii); normally, such indirect costs shall be limited to payroll taxes, fringe benefits, occupancy costs, and immediate supervision costs. * * * * * * * * * * See GPO Cost Directive, Sec. 3, ¶ 49. 5. Although IFBs were sent to 20 potential contractors, the Appellant, a Kentucky Corporation, submitted the only responsive bid of the 5 which were returned (R4 File, Tabs C, D, E and G; Jt. Stip., ¶ 22).8 In that regard, the Contractor's bid, which was dated August 16, 1993, and signed by Flagstad, offered to produce the Plan for $56,127.73 (R4 File, Tab D; RPTC, p. 2). See Flagstad Affidavit, ¶ 2. 6. On August 24, 1993, the first Contracting Officer assigned to this contract, Robert G. Seibert, of the CRPPO issued Purchase Order No. H 1775 to the Appellant, awarding it the contract to produce the Plan at the bid price of $56, 127.73 (R4 File, Tab H; Jt. Stip., ¶¶ 4, 23; RPTC, p. 2).9 Under the terms of the Purchase Order, delivery of the 200 copies of the Plan was to be completed on or before September 13, 1993 (R4 File, Tab H). However, because of a Government delay, the Contracting Officer also issued Contract Modification No. One on August 24, 1993, which extended the shipping date to September 15, 1993 (R4 File, Tab I; Jt. Stip., ¶ 5; RPTC, p. 4, fn. 2).10 All other specifications were unchanged (R4 File, Tab I; Jt. Stip., ¶ 5). 7. The Appellant sent timely pre-production proofs to both the Compliance Officer and MMES, on August 27, 1993, and August 30, 1993, respectively ((R4 File, Tabs J, K and L; Jt. Stip., ¶ 6; RPTC, p. 4). Those proofs were received by the Government and MMES on Tuesday, August 31, 1993 (Jt. Stip., ¶ 6).11 Therefore, under the terms of the contract, the holding period of 5 workdays ended the following Tuesday (September 7, 1993) (R4 File, Tab B, p. 5).12 This date, by which the samples were to be reviewed and returned by the customer-agency to GPO annotated either "approved to print" or "approved to print with corrections" as marked, or "not approved to print, revised proofs/samples required," was confirmed by memorandum dated August 31, 1993, to the MMES from Ostrander (Jt. Stip., ¶ 7). 8. On or about September 5, 1993, Flagstad telephoned Seibert and asked if there were any changes to the pre-production samples because the Contractor needed to plan its production time to accomplish delivery by the contract due date of September 15, 1993. See Flagstad Affidavit, ¶ 4. Flagstad says that Seibert specifically told him that MMES had "only" 5 workdays in which to submit its proof changes to the Appellant, and he was instructed not to start printing the job during that holding period. Id. [Original emphasis.] 9. The pre-production proofs were not approved, nor was an "OK to Print" issued by the GPO within the 5 day holding period specified in the contract (Jt. Stip., ¶¶ 8, 25; RPTC, p. 4). The reason, as indicated in the record, was that MMES knew even before it received the pre-production samples of the Plan that changes/author's alterations were going to be made to the job (R4 File, Tab J). 10. The record discloses that on September 20, 1993, Flagstad telephoned Michael J. Summers, the CRPPO's Compliance Officer, about the status of the pre-production proofs (R4 File, Tab L). During their conversation, Summers told Flagstad that the samples were still being reviewed by the MMES, and that the Appellant could not proceed without an "OK to Print" from GPO (R4 File, Tab L). 11. By letter dated September 28, 1993, three weeks after the expiration of the holding period, the MMES informed the Respondent of numerous changes which had to be made in the job (R4 File, Tab M; Jt. Stip., ¶ 9; RPTC, p. 4). This letter, which also asked that a second set of pre-production samples be prepared, was received by GPO on October 1, 1993 (Jt. Stip., ¶¶ 9, 25). 12. After receiving the MMES's letter on October 1, 1993, Ostrander immediately wrote to the Appellant: (a) listing the author's changes required;13 (b) asking that 3 sets of revised pre-production proofs be furnished to the CRPPO by October 13, 1993; and (c) stating that a new contractual delivery date would be established upon approval of the revised samples (R4 File, Tab N; Jt. Stip., ¶ 10; RPTC, p. 4). Ostrander's letter also said, in pertinent part: If you do not understand any corrections marked, or if you have any questions, do not proceed prior to contacting the undersigned. If author's alterations are indicated, immediately furnish an itemized listing of any additional charges to this office. Any additional charges for Author's Alterations, or requests for schedule extensions, are to be submitted in writing to the Contracting Officer (through the Contract Administrator), . . . See R4 File, Tab N. See also Flagstad Affidavit, ¶ 9. 13. The record shows that on October 4, 1993, Ostrander received a telephone call from Flagstad during which they discussed the MMES's changes (R4 File, Tab O).14 As a result of this conversation, Ostrander promised to convey the Appellant's comments to the MMES, and Flagstad said he would not do anything until he heard from GPO (R4 File, Tab O). 14. On October 7, 1993, Ostrander received a telephone call from Debra L. Barbra, MMES's Printing Procurement Specialist, who, inter alia, asked him to secure the Appellant's total costs for the work on the job as of that date (R4 File, Tab P). Ostrander conveyed Barbra's request to Flagstad, who said he would develop the cost figures and send them to the CRPPO by facsimile transmission (R4 File, Tab P; RPTC, p. 4). 15. The Appellant responded to the Government's request for its itemized costs by letter dated October 11, 1993, which showed that the Contractor's total costs for producing the original pre- production proofs and the revised samples was $12,941.00 (R4 File, Tab R; Jt. Stip., ¶ 11; RPTC, pp. 4-5).15 However, the Contractor also demanded payment of the full contract price of $56,127.73, stating: . . . The George Marr Company and Queen City Reprographics, working as a joint venture, are in full agreement that we bid on this project in good faith, that a valid purchase order was issued to us to produce the entire job, that a contract was agreed upon for us to produce the entire job, and that the failure of the contracting party to observe the contract terms obligates the contracting party to pay the full contract value of $56,127.73, not just the amount of the costs incurred to date. See R4 File, Tab R, p. 2. See also Complaint, ¶¶ 7-9. 16. The next day, October 12, 1993, Barbra telephoned Ostrander and informed him that the MMES had received the 3 sets of revised pre-production proofs from the Appellant. She indicated that based on her understanding from their earlier conversation, the Contractor was not going to produce revised samples until he was told to proceed, and that all he was asked to provide was a figure for its costs to that point (R4 File, Tab Q). 17. On October 20, 1993, Summers telephoned the Appellant and directed it to return all Government-furnished materials (GFM) to MMES because they were needed for a meeting on October 21, 1993 (R4 File, Tab S; Jt. Stip., ¶ 12). The Contractor was also told that GPO would advise it, in writing, when a determination was made on the status of the contract; i.e., whether the contract would be terminated for convenience or the Appellant ordered to print the Plan (R4 File, Tab S; Jt. Stip., ¶ 12). 18. On October 28, 1993, DOE notified the Respondent that it had decided to terminate the contract for the convenience of the Government (R4 File, Tab T; Jt. Stip., ¶ 13). 19. By letter dated October 28, 1993, expressly entitled "Notice of Termination-Termination for Convenience of the Government) (hereinafter Notice)," the Respondent officially notified the Appellant that its contract was terminated for the convenience of the Government, effective that date (R4 File, Tab U; Jt. Stip., ¶ 14; RPTC, p. 5). See PPR, Chap. XIV, Sec. 2, ¶¶ 3.a.(1)(a)-(d). The Notice also informed the Contractor that: (a) final settlement would be pursuant to Article 19, in GPO Contract Terms; (b) any settlement proposal should be submitted on GPO Form 911, which was enclosed; and (c) it was expected to "take such other action as may be required by the Contracting Officer or under the termination clause contained in your contract[.]" (R4 File, Tab U; RPTC, p. 5). See GPO Contract Terms, Contract Clauses, ¶¶ 19(a),(c). See also PPR, Chap. XIV, Sec. 2, ¶¶ 3.c.(viii),(x). B. The Termination Claim 1. On November 4, 1993, the Appellant wrote to Seibert acknowledging receipt of the Notice (R4 File, Tab V; Jt. Stip., ¶ 15). Also enclosed with the letter was the Contractor's claim for reimbursement in the amount of $14,987.45, representing a "complete accounting of all charges" which it incurred for work on the contract (R4 File, Tab V; RPTC, p. 5). In summary, the claim, which was limited to manufacturing the pre-production proofs for the project, the listed the following items: Pre-Production Proofs-September 2, 1993: 1. Processing Charge $1,200.00 2. Printing Charges 966.20 3. Black & White Printing Charges 24.25 Pre-Production Proofs-October 13, 1993: 1. Processing Charge 1,200.00 2. Printing Charges 966.20 3. Black & White Printing Charges 44.25 Material Costs Incurred 2,533.00 Subcontractor Expenses Incurred 2,084.00 Miscellaneous Shipping Charges 196.00 Overhead Expenses Allocated to Pre-Production 1,491.42 Subtotal $10,705.32 Expected Minimum Profit on Above Investment Amount 4,282.13 Net Settlement Amount $14,987.45 2. Following a conversation with Seibert on November 19, 1993, the Appellant submitted a revised settlement proposal on November 23, 1993, which raised its reimbursement request to $38,104.26 (R4 File, Tabs W and X; Jt. Stip., ¶ 16; RPTC, p. 5). In its proposal letter, the Contractor explained the reason for the increase as follows: Our original settlement proposal was based on an erroneous understanding in that it only covers the pre-production samples we furnished to the Government and not all of the other work we performed under the contract. This proposal includes our total costs incurred in carrying out the provisions of the contract in question. In addition to providing the government with pre-production samples as specified, The George Marr Company and Queen City Reprographics, acting as a joint venture, had to take additional steps to insure delivery on a timely basis as required by the contract. Since the production of the index tabs had to be performed by an outside contractor, we had to have these printed and die cut in advance. Further, since the mylar reinforcement strips were scheduled to take up to ten work days from the time . . . the maps were made available, the maps had to be printed on an accelerated basis in order to have a change to meet the 14-day delivery time frame. As such, The George Marr Company and Queen City Reprographics had to produce all the maps and charts early in the production cycle with the intent of making necessary revisions as they occurred. We were prepared to make those revisions as called for and to delivery [sic] the finished product on time. The fact that the government has chosen to cancel the contract for its convenience and not due to any fault of the contractor, should obligate the government to cover all costs incurred by the contractor in its best effort to carry out the terms of the contract. See R4 File, Tab X. [Emphasis added.] Accordingly, as revised by the Appellant, its settlement costs were now: Material Costs: 1. 63,600 Black & White Impressions @ $ .013 per impression $ 826.80 2. 2,850 Color Prints 8-1/2 x 11 @ $ .61 per impression 1,738.50 3. 2,400 Color Prints 11 x 17 @ $1.22 per impression 2,928.00 4. 2,000 Tab Indexes 90 lb. @ $ .12 each 240.00 5. 78 Color Prints 8-1/2 x 11 @ $ .61 per impression 47.58 6. 66 Color Prints 11 x 17 @ $ 1.22 per impression 80.52 7. 1,854 Color Maps 11 x 23.5 @ $ .62 per map 1,149.48 8. 1,442 Color Maps 11 x 23.5 @ $1.55 per map 2,235.10 9. 4,220 Mylar Reinforcement Strips @ $325.00 per 1,000 1,374.88 Total Material Costs $10,620.86 Labor Costs: 1. Printing of 63,600 Black & White Prints 8-1/2 x 11 13.0 hours 2. Printing of 2,850 Color Laser Prints 8-1/2 x 11 10.0 hours 3. Printing of 2,400 Color Laser Prints 11 x 17 16.0 hours 4. Printing of 2,000 Tab Indexes 0.5 hours 5. Collating Above Prints Into Sets 6.0 hours 6. Computer Interface Processing to Color Copier 10.5 hours 7. elivery of Completed Work to the Appellant 3.0 hours 8. Folding and Drilling of All 11 x 17 Color Copies 2.5 hours 9. Computer Processing of All Large Format Color Maps 29.0 hours 10. Printing of All 11 x 23.5 Color Maps 38.0 hours 11. Printing of All 11 x 58.5 Color Maps 73.5 hours 12. Trim and Fold All Large Format Color Maps 110.0 hours Total Labor Manhours 312.0 hours Total Labor Cost @ $45.00 per hour $14,040.00 Overhead Expenses (including pro-rated share of rent, business insurance, and utility expenses): 1. Queen City Reprographics $ 1,434.00 2. The George Marr Company 2,737.00 Total Pro-Rated Overhead Expenses $ 4,171.00 General and Administrative (G & A) Expenses (including pro-rated share of equipment leases, payroll taxes, service on equipment, freight charges, etc.): 1. Queen City Reprographics $ 1,690.00 2. The George Marr Company 1,231.70 Total Pro-Rated G & A Expenses $ 2,921.70 Profit: Calculated at 20% of Total Costs $ 6,350.70 Total Proposed Settlement $38,104.26 3. Because the Contractor's settlement proposal was over $2,000.00, GPO regulations required that it be submitted to the Contract Review Board (CRB) for approval. See PPR, Chap. I, Sec. 10, ¶ 4.b.(iii); Chap. XIV, Sec. 2, ¶ 3.l.(1)(ii). On January 5, 19938, the CRB rejected the Appellant's offer of $38,104.26 (R4 File, Tab BB; Jt. Stip., ¶ 18). 4. By letter dated January 11, 1994, the new Contracting Officer, White, informed the Appellant that its claim of November 23, 1993, was denied, and requested supplemental additional documentation (R4 File, Tab Z; Jt. Stip., ¶ 17; RPTC, p. 5). In that regard, he wrote, in pertinent part: The Government, by law, acknowledges your entitlement to all costs relating to the preparation of the 3 prior-to-production samples required by the contract. In addition, along with all administrative and general expenses relating to this segment of the contract including reasonable profit, you will be reimbursed for all materials purchased which fit the following criteria: they are unprinted; they are unusable in your general business practice; and they cannot be returned/restocked for consideration. Your firm's settlement proposal of November 23, 1993, on its face value, implies labor and material costs beyond the scope of that portion of the contract authorized at the time of termination. I request that your firm supply additional documentation to substantiate that all claims relate to that portion of the contract empowered prior to the termination notice. . . . See R4 File, Tab Z. 5. In response to the rejection of the Appellant's claim, Flagstad wrote to White on January 20, 1994, strongly disagreeing with the Contracting Officer's view that the labor and material costs were beyond the scope of the contract (R4 File, Tab AA). Flagstad argued that even though the Government had violated the established holding period for the pre-production proofs, other provisions of the contract still obligated the Appellant to ship the product on time (R4 File, Tab AA, pp. 1-2, citing GPO Contract Terms, Supplement Specifications, ¶ 15(a) (Determination of Lateness)). As explained in his letter, the crux of the Contractor's position that its claim was valid was that: In order to complete this job on a timely basis and within the delivery terms of the contract, The George Marr Company had to order supplies not normally used in its operation, had to have all subject tab indexes printed, and had to begin printing all the maps called for in the contract and had to have all the maps and charts mylar reinforced. We could either violate the terms of the contract and be late in delivery, thereby giving the Government cause to cancel or terminate the contract or go ahead and deliver a finished product on time within the scope of the contract. We chose to observe the delivery terms of the contract since we had not been informed of any changes. As stated in GPO Contract Terms, "Contract Clauses": In the event of an inconsistency, the inconsistency shall be resolved by giving precedence in the following order: (a) specification; (b) supplemental specifications; (c) solicitation provisions; (d) contract clauses; and (e) other provisions whether incorporated by reference or otherwise. . . . [E]ach party was expected to perform on a "time is of the essence" basis. The Government's failure to respond within five workdays with an "OK to Print" order or with any other progress notification, did not change the shipping date required of The George Marr Company. And since the contract specifications must be given precedence in the event of an inconsistency, The George Marr Company was forced to act as it did. See R4 File, Tab AA, p. 2. [Emphasis added.] See also Flagstad Affidavit, ¶ 6. 6. On January 26, 1994, White wrote a memorandum to the CRB requesting an audit of the Appellant's $38,104.26 settlement proposal (R4 File, Tab BB; Jt. Stip., ¶ 18; RPTC, p. 5). Noting that the CRB had already disapproved it, White asked for the audit because he believed that: (a) the proposal included "charges for operations that were not authorized in performance of the pre[-]production samples[;]" and (b) the requested settlement amount of $38,104.26 was excessive (R4 File, Tab BB). 7. The audit was conducted by GPO's Office of the Inspector General (OIG) (R4 File, Tab CC). On June 2, 1994, the OIG issued its report in which it questioned $36,208.30 of the Appellant's claim ($7,092.70 because there was no supporting documentation) (R4 File, Tab CC, p. 1, Attachment D, p. 6; RPTC, p. 5). Among other things, the audit report noted: The contractor allegedly completed the full production run and is claiming costs reflective of the first and second sets of pre- production samples and the full production run. The amount questioned represents costs incurred that were beyond the scope authorized to be printed at the time of termination. See R4 File, Tab CC, p. 1. See also R4 File, Tab CC, Attachment B ("However, the contractor alleges that George Marr waited 5 workdays and after not hearing from the Government, completed the entire production of the 200 books of [the Plan]. [¶] The contract was terminated for the convenience of the Government on October 28, 1993. George Marr allegedly produced the full production run before the contract was terminated."); Attachment D, p. 5 ("The audit questioned $22,584.90 of the $24,660.86 claimed for material and labor costs claimed because George Marr is claiming costs incurred that were beyond the scope authorized in the contract."). 8. A review of the OIG's audit report discloses, inter alia, that: (a) only $142.36 of the Appellant's $10,620.86 claim for material costs was allowed on the grounds that most charges were for the unauthorized full-production run, the second set of proofs was produced without an "OK to Print," and even though the CRPPO determined that the cost of the first set of samples was fair and reasonable, two items-78 color prints (8 x 11) and 66 color prints (11 x 17)-were claimed twice; (b) only $1,933.60 of the Contractor's $14,040.00 claim for labor costs was allowed essentially for the same reasons, i.e., the charges were mostly associated with the unauthorized full-production run, and also because the claim sought reimbursement for certain items (tab indexes) which were not included in the first set of pre- production samples, as well as for operations (collating prints into sets, delivery of completed work to Appellant, folding and drilling of all 11 x 17 maps, etc.) which were not itemized on the November 4, 1993, settlement proposal; (c) the entire overhead claim of $4,171.00 was disallowed because the Appellant provided no documentation to show how these costs were determined; (d) similarly, all of the $2,921.70 claim for G & A expenses was disallowed because there was no documentation to support it; and (e) all of the Appellant's claim of $6,350.70 as profit was disallowed, primarily because the amount represented work outside the scope contract, but also because the Contracting Officer, by regulation, is the one responsible for making a profit analysis profit, see GPO Contract Terms, Contract Clauses, ¶ 19 (Termination for the Convenience of the Government); and Federal Acquisition Regulation (FAR) subparts 15.9 and 49.202(a). See R4 File, Tab CC, Attachment D. In summary, of the Contractor's entire claim of $38,104.26, the OIG only allowed $2.075.96. See R4 File, Tab CC, Attachment C. 9. On June 9, 1994, the third Contracting Officer in this matter, Morales, wrote to Flagstad advising him of the results of the audit, and offering to settle the Appellant's claims for $2,075.96 (R4 File, Tab DD; Jt. Stip., ¶ 19). In that regard, Morales specifically told Flagstad, in pertinent part: The amount authorized for settlement . . . represents the costs incurred to produce the 3 pre[-]production copies provided prior to the termination of the contract on October 18, 1993. The GPO has disallowed $36,028.30 of your claimed amount as costs incurred that were beyond the work authorized at the time of termination. See R4 File, Tab DD. 10. The Contractor rejected the Respondent's proposed settlement offer of $2,075.96 by letter dated June 17, 1994 (R4 File, Tab EE; Jt. Stip., ¶ 20). 11. Accordingly, on July 5, 1994, Morales issued a document entitled "Contracting Officer Determination of Settlement," (Settlement Determination) which affirmed the Respondent's decision to settle the Appellant's claim for $2,075.96, for the reasons stated in his letter of June 9, 1994 (R4 File, Tab FF; Jt. Stip., ¶ 21; RPTC, p. 6). See PPR, Chap. XIV, Sec. 2, ¶ 3.j.(7)(d). The Contracting's Officer's decision was implemented by Contract Modification No. Two, also dated July 5, 1994, which accompanied the Settlement Determination (R4 File, Tab FF; Jt. Stip., ¶ 21). 12. By letter dated September 14, 1994, the Appellant timely appealed the Contracting Officer's Settlement Determination to the Board (Jt. Stip., ¶ 2). Board Rules, Rule 1(a). Since then, the parties have timely filed all pleadings and adhered to all procedural requirements of the Board (Jt. Stip., ¶ 26).16 III. POSITIONS OF THE PARTIES A. Respondent's Motion It is undisputed that the Government is solely responsible for the delay in returning the first set of pre-production proofs to the Appellant, which is at the heart of this appeal. However, the Respondent's Motion is based on a simple predicate, namely that all of the relief which the Contractor is entitled to under those circumstances, is to be found in the contract's "Extension of Schedules" clause. Motion, p. 4 (citing GPO Contract Terms, Contract Clauses, ¶ 12(c)(1)); Reply, pp. 1-2. Consequently, GPO rejects the Appellant's contention that it was contractually obligated to produce and ship the Plan, by September 15, 1993, regardless, because the delivery date was automatically extended by the terms of the contract itself. Motion, p. 5 (citing New South Press, GPO BCA 45-92 (November 4, 1994), slip op. at 25, 1994 WL 837425) (hereinafter New South Press I); Reply, p. 1. Next, except for the proofs, the Respondent disclaims any financial obligation to the Contractor for the full-production run because the Plan was printed without an "OK to Print," contrary to the requirement contained in the contract specifications.17 Motion, p. 6 (citing McDonald & Eudy Printers, Inc., GPO BCA 25-92 (April 11, 1994), 1994 WL 275093) (hereinafter McDonald & Eudy); Reply, p. 2. The Government argues that the clear language of the contract, as well as the reaffirming instructions it gave to the Appellant during this period, shows that before production could proceed an affirmative act by GPO-issuance of the "OK to Print"-was necessary; i.e., the Contractor could not rely on the Respondent's silence as implied consent for its decision to manufacture the Plan without an "OK to Print." Motion, p. 6 (citing R4 File, Tabs B and L); Reply, p. 2. Furthermore, GPO asserts that its disallowance of the Appellant's claim for reimbursement for the full-production run is "four square" with well-accepted principles applied by the Court of Claims and other contract appeals boards. Motion, p. 6 (citing Midwest Construction Co. v. United States, 461 F.2d 794 (Ct.Cl. 1972); Derrick Electric Co., ASBCA No. 21246, 77-2 BCA ¶ 12,643). Finally, the Respondent believes that since the Contractor, despite Government instructions and express contract provisions to the contrary, decided, on its own, to print the Plan in accordance with the original, but superseded, delivery date, that work is outside the scope of the contract and GPO is not required to pay for it. Motion, pp. 6-7. Accordingly, since there are no genuine issues of material fact, the Government contends that it is entitled to judgment dismissing this appeal as a matter of law. Motion, pp. 6-7. B. Appellant's Cross-Motion The Appellant concurs with the Respondent that this dispute primarily involves a matter of contract interpretation. Cross- Motion, pp. 2, 10. However, the Contractor disagrees with the Government's view that the contract's "Extension of Schedules" clause is controlling. Cross-Motion, pp. 4-5. Rather, the Appellant believes that it is entitled to judgment in this controversy essentially for three reasons: (1) it was acting within the express terms of the contract by printing the Plan in time to be delivered by September 15, 1993; (2) under well- settled principles of contract interpretation, any ambiguity in the relevant language of the contract must be resolved against the drafter of the agreement-the Government; and (3) it reasonably relied on the Respondent's failure to notify it of changes to the pre-production samples within the 5 workday holding period, and thus GPO should be equitably estopped from using the absence of an "OK to Print" as a defense to the Contractor's claim. The Appellant's first argument rests in its belief that the supplemental specification in GPO Contract Terms entitled "Determination of Lateness" provides the basis for a favorable ruling on its appeal. Cross-Motion, p. 4 (citing GPO Contract Terms, Supplemental Specifications, ¶ 15(a)). As the Appellant reads that specification, the original delivery/shipment date in the contract is the paramount consideration in measuring prompt performance, because any delays in intermediate proofing dates are discounted if the product is shipped or delivered on time. Cross-Motion, p. 4. Consequently, notwithstanding the Government's delay in returning the proofs, the Contractor believes that it had no choice but to proceed as if the original contract due date was still in effect in order to protect itself from a possible default, since nothing in the contract's terms indicated that its duties were merely executory until the "OK to Print" was issued. Id. Indeed, the Appellant sees the "clarifying distinction" between the Motion and Cross-Motion as being the Respondent's idea, on the one hand, that notwithstanding contract language which says that the samples "will be withheld not longer than 5 workdays from the date of receipt to date of "`OK to Print'," an affirmative authorization to print was required even if the holding period had expired, and the Contractor's view, on the other hand, that the contract provision in question is self-executing if the Government remains silent after those 5 workdays. Cross-Motion, p. 5. That is, the Appellant interprets "the clear meaning" of the pertinent contract language as allowing GPO to delay the printing process only if notice of changes are given within 5 workdays after receipt of the samples, otherwise the Contractor must perform according to the contract requirements.18 Cross-Motion, p. 9. Furthermore, the Appellant contends that it kept in touch with the Contracting Officer throughout the holding period to see if there would be any changes necessitating a delay in performance of the contract, and it was mislead by key employees of the CRPPO into thinking that September 7, 1993, was the firm date for the MMES to review and respond to the pre-production samples.19 Cross-Motion, p. 9. Thus, when the holding period ended without any affirmative act by the Respondent, the Appellant's obligation to complete the production of the Plan for delivery by September 15, 1993, became fixed. Id. Accordingly, the Appellant asserts that because it was "empowered" to proceed with performance when GPO failed to return the proofs, or otherwise respond, within the holding period, it is entitled to the full contract price, especially since the job had been completed and was available for delivery before October 28, 1993, the date on which the contract was terminated.20 Cross-Motion, p. 6 (citing R4 File, Tab U; GPO Contract Terms, Contract Clauses, ¶ 19(b)(6)).21 Second, the Contractor says that if there is any ambiguity in the contract's terms, the fault is the Government's, and thus it should receive the benefit of the doctrine of contra proferentum.22 Cross-Motion, p. 6 (citing 2 RESTATEMENT (SECOND) OF CONTRACTS § 206 (1981)). Under this principle, where two parties to a contract present conflicting reasonable interpretations of its language, the dispute will be resolved against the drafter of the language in question.23 Cross-Motion, p. 7 (citing 3 ARTHUR LINTON CORBIN, CORBIN ON CONTRACTS § 559 (1960 ed.)). The Appellant states that contra proferentum is especially applicable to Government sealed-bid-type contracts, as here, because the contractor must take the terms and specifications as it finds them. Cross-Motion, p. 7 (citing Peter Kiewit Sons' Co. v. United States, 109 Ct. Cl. 390, 418, (1947); SAMUEL WILLISTON, WILLISTON ON CONTRACTS § 621 (3rd ed. 1961)). In that regard, the Contractor notes that the doctrine only requires it to show that its reading of the contract falls within the "zone of reasonableness," not that it is more reasonable than the Government's. Cross-Motion, p. 7 (citing Neal & Co. v. United States, 19 Ct.Cl. 463, 473 (1990), aff'd 945 F.2d 385 (Fed. Cir. 1991)). Finally, the Appellant asserts that it reasonably relied on the express language of the contract limiting the Government's chance to review the proofs to 5 workdays, and only proceeded to perform when the Respondent failed to advise it of any changes or problems by the end of that period. Cross-Motion, pp. 6-7. Consequently, the Contractor urges the Board to apply the doctrine of equitable estoppel against the Government, and deny the Motion and grant the Cross- Motion in this case.24 Cross-Motion, p. 7. Accordingly, the Appellant contends that the undisputed facts and the applicable law, warrant summary judgment in its favor, instead of the Government's, on the question of entitlement. Cross-Motion, p. 10. On the other hand, the Contractor also asks the Board to limit its ruling in this dispute solely to the entitlement issue, and reserve judgment on the amount of recovery at this time.25 Id. The Appellant believes that regardless of which party prevails on the threshold issue, any decision concerning quantum must be delayed pending receipt of additional evidence for the record on the matter of termination costs. Cross-Motion, pp. 10-11. IV. QUESTIONS PRESENTED This appeal is before the Board because the Respondent terminated the Appellant's contract for the convenience of the Government, and the parties could not agree on the appropriate amount of a termination settlement. However, when the Board reads the record in this case, including the parties' stipulation, and considers the arguments advanced in the Motion and the Cross-Motion, it finds itself in agreement with the Contractor that the quantum issue itself is not directly involved in this summary proceeding. While the parties have indirectly pressed their respective positions on the money question, it is clear that they have concentrated their fire on the threshold entitlement issue, and at this point the record does not contain enough evidence for the Board to determine how much the Appellant is actually owed because of the cancellation of its contract; i.e., what were its true termination costs.26 Indeed, the Contractor tacitly concedes as much with its request to submit supplementary proof of costs no matter which summary motion is granted by the Board. Cross-Motion, pp. 10-11. The absence of such evidence is especially significant because proceedings before the Board are conducted de novo. See Sterling Printing, Inc., supra, Decision Denying Second Motion for Reconsideration and Order (August 12, 1994), slip op. at 1-2, fn. 1. See also Minority Enterprises, Inc., ASBCA Nos. 45549, 45553, 45683, 45696, 95-1 BCA ¶ 27,461 at 136,829 ("[W]hen `an action is brought following a [CO's] decision, the parties start . . . before the board with a clean slate.'"]; Allen County Builders Supply, ASBCA No. 41836, 93-1 BCA ¶ 25,398, at 126,491-92 ("Once a contractor appeals to this Board, we are no more bound by the Government's view of the claim than we are bound by the contractor's view. The appeal has the effect of vacating the contracting officer's decision on the merits of the dispute."]. Accord Wilner v. United States, 24 F.3d 1397, 1401 (Fed. Cir. 1994); Assurance Co. v. United States, 813 F.2d 1202, 1206 (Fed. Cir. 1987); Blount Brothers Corp. v. United States, 191 Ct.Cl. 784, 424 F.2d 1074, 1085 (1970); Southwest Welding and Manufacturing Co. v. United States, 188 Ct.Cl. 925, 413 F.2d 1167, 1184 (1969). Therefore, the Board's decision here is limited to the entitlement question. In order to resolve the threshold issue, two questions need to be answered: 1. Is the "PRE-PRODUCTION COPIES" specification in the contract ambiguous, and if so, is that ambiguity latent or patent? 2. If the contract language unambiguously precludes the Contractor's printing the entire ordered quantities of the Plan before receipt of an "OK to Print" from the Government, under the circumstances of this case is the Respondent nonetheless estopped from asserting that defense to the Appellant's claim? If both of these questions are answered in the negative, then the matter is appropriate for remand. In such a case, a third question needs to be addressed, namely: 3. Since the Appellant is clearly entitled to some compensation because of the termination action, how should the amount of its recovery be determined; i.e., what standards should apply? V. DECISION Before addressing the issues raised by the parties, it is necessary to say a few words about the nature of this proceeding. First, it should be noted that there is nothing in the Board Rules expressly providing for motions for summary judgment.27 However, the Board has traditionally entertained summary motions, even in the absence of such an express authorization. See e.g., Vanier Graphics, Inc., GPO BCA 12-92 (May 17, 1994), 1994 WL 275102; RBP Chemical Corp., GPO BCA 4-91 (January 23, 1992), 1992 WL 487876; International Lithographing, Inc., GPO BCA 18-88 (February 21, 1990), 1990 WL 454981. See generally Matthew S. Foss, U.S. Government Printing Office: The First Decade, 24 PUB. CONT. L.J. 579, 594 (ABA 1995). Second, in deciding summary judgment motions, the Board is guided by Rule 56 of the Federal Rules of Civil Procedure. See Vanier Graphics, Inc., supra, slip op. at 32; RBP Chemical Corp., supra, slip. op. at 17-18. Accord Christie-Willamette, NASA BCA 283-4, 87-3 BCA ¶ 19,981 (citing Astro Dynamics, Inc., NASA BCA ¶ 476-1, 77-1 BCA ¶ 12.230); Automated Services, Inc., EBCA Nos. 386-3-87, 391-5-87, 87-3 BCA ¶ 20,157. Under Rule 56, courts are instructed to grant a motion for summary judgment if the pleadings and supporting affidavits and other submissions "show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law."28 FED. R. CIV. P. 56(c). Thus, the principal judicial inquiry required by Rule 56 is whether a genuine issue of material fact exists. See RBP Chemical Corp., supra, slip. op. at 22 (citing Castillo Printing Co., GPO BCA 10-90 (May 7, 1991), slip op. at 22). Accord John's Janitorial Services, Inc., ASBCA No. 34234, 90-3 BCA ¶ 22,973 (citing, General Dynamics Corporation, ASBCA Nos. 32660, 32661, 89-2 BCA ¶ 21,851); Ite, Inc., supra. Stated otherwise, on a motion for summary judgment, a court cannot try issues of fact; it can only determine whether there are issues to be tried. See IBM Poughkeepsie Employees Federal Credit Union v. Cumis Insurance Society, Inc., supra, 590 F.Supp. at 771 (citing Schering Corp. v. Home Insurance Co., 712 F.2d 4, 9 (2d Cir. 1983)). If no triable issues exist, the rule permits the immediate entry of summary judgment. See e.g., Reingold v. Deloitte, Haskins and Sells, 599 F.Supp. 1241, 1261 (S.D.N.Y. 1984); United States v. ACB Sales and Service, Inc., 590 F.Supp. 561 (D. Ariz. 1984). Indeed, the United States Supreme Court has stated that summary judgment is mandatory in the absence of a genuine issue of any material fact.29 See Celotex Corp. v. Catrett, supra, 477 U.S. at 322-23. Third, the burden is on the party moving for summary judgment to demonstrate that there is no genuine issue as to any material fact, and that it is entitled to judgment as a matter of law. See Celotex Corp. v. Catrett, supra, 477 U.S. at 322-23; Adickes v. S. H. Kress & Co., 398 U.S. 144, 157 (1970). That burden is an affirmative one, and is not met merely by disproving the unsupported claims of its opponent. See Celotex Corp. v. Catrett, supra, 477 U.S. at 323. On the other hand, while the nonmoving party also has an evidentiary burden, it is not a heavy one; it is simply required to go beyond allegations in the pleadings and designate specific facts in the record or by affidavits to show there is a genuine issue to be heard.30 See e.g., McDonnell v. Flaharty, 636 F.2d 184 (7th Cir. 1980); United States v. Kates, 419 F.Supp. 846 (D.Pa. 1976); Upper West Fork River Watershed Association v. Corps of Engineers, United States Army, 414 F.Supp. 908 (D.W.Va. 1976), aff'd 556 F.2d 576 (4th Cir. 1977), cert. denied 434 U.S. 1010 (1978). See generally, Vanier Graphics, Inc., supra, slip op. at 32-38; RBP Chemical Corp., supra, slip. op. at 17-26. Finally, whether the adjudicatory forum is faced with one summary judgment motion or two, as here, the principles are the same. See Vanier Graphics, Inc., supra, slip op. at 38. As expressed by the United States Court of Federal Claims, the rule governing motions filed by both parties in the same proceeding is that: Both plaintiff and defendant, as moving parties, have the burden of establishing that there are no genuine material issues in dispute and that, as movant, they are entitled to judgment as a matter of law. [Citation omitted.] In opposing the other's motion, each party has the burden of providing sufficient evidence, not necessarily admissible at trial, to show that a genuine issue of material fact indeed exits. [Citation omitted.] If the non-movant's evidence is merely colorable, or not sufficiently probative, summary judgment may be granted. [Citations omitted.] In resolving cross-motions, the court may not weigh the evidence and determine the truth of the matter on summary judgment. [Citation omitted.] Any evidence presented by the opponent is to be believed and all justifiable inferences are to be drawn in its favor. [Citation omitted.] With respect to any facts that may be considered as contested, each party, in its capacity as the opponent of summary judgment, is entitled to "all applicable presumptions, inferences and intendments." [Citation omitted.] That the parties, in their cross-motions, have separately alleged the absence of genuine issues of material fact, does not relieve the court of its responsibility to determine the appropriateness of summary disposition of the matter. . . . [T]he court must evaluate each party's motion on its own merits and drawing all reasonable inferences against the party whose motion is being considered. See Bataco Industries, Inc. v. United States, 29 Fed.Cl. 318, 322 (1993) (quoted in Vanier Graphics, Inc., supra, slip op. at 38-39). See also Baca v. United States, supra, 29 Fed.Cl. at 358-59. There are no genuine issues of material fact in this case. By their stipulations, and their agreement that the R4 File is complete and correct,31 the parties have placed before the Board all of the essential facts which it needs to resolve the entitlement question. The only task left for the Board is to apply those facts to the disputed contract terms, and contract interpretation is clearly a question of law. See Fry Communications, Inc.-InfoConversion Joint Venture v. United States, 22 Cl. Ct. 497, 503 (Cl.Ct. 1991); Professional Printing of Kansas, Inc., supra, slip op. at 46, fn. 62; General Business Forms, Inc., GPO BCA 2-84 (December 3, 1985), slip op. at 16, 1985 WL 154846 (citing John C. Grimberg Co. v. United States, 7 Ct. Cl. 452 (1985)); RD Printing Associates, Inc., GPO BCA 02-92 (December 16, 1992), slip op. at 13, 1992 WL 516088. See also Fortec Contractors v. United States, 760 F.2d 1288, 1291 (Fed.Cir. 1985); P.J. Maffei Building Wrecking Co. v. United States, 732 F.2d 913, 916 (Fed. Cir. 1984); Pacificorp Capital, Inc. v. United States, 25 Cl. Ct. 707, 715 (1992), aff'd 988 F.2d 130 (Fed. Cir. 1993); 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)); Hol-Gar Manufacturing Corp. v. United States, 169 Ct. Cl. 384, 386, 351 F.2d 972, 973 (1965). Accordingly, the threshold entitlement issue is ripe for decision by summary judgment. When the Board considers the Respondent's Motion and Reply, and the Appellant's Cross-Motion, against the record in this case, including the parties' stipulations, it draws the following conclusions: A. Contrary to the Appellant's belief, when the contract is read as a whole, the disputed sentence in the "PRE-PRODUCTION COPIES" specification is not ambiguous, and clearly precludes the Contractor from producing the Plan unless it has received an "OK to Print" order from the Government. The cause of this dispute is a single sentence in the contract's "PRE-PRODUCTION COPIES" specification; These samples must arrive not later than August 30, 1993 and will be withheld not longer than 5 workdays from the date of receipt to date of "OK to Print" given by telephone/telegraph or mail to the Contractor's plant. Forty words, more or less, have engaged the parties in a hotly contested debate over whether or not the decision to print the Plan automatically shifted to the Appellant once the 5 workday period for holding the samples passed without the Respondent's issuing an "OK to Print;" i.e., is the above language self- executing? On the one hand, the Respondent, emphasizing the tail end of the sentence, argues strenuously that an "OK to Print" was the sine qua non for the Appellant to produce the Plan, regardless of how long it took for the Government to review and act on the proofs, and the cure for any delay was the operation of the contract's "Extension of Schedules" clause. On the other hand, the Appellant, focusing on the first portion of the sentence, just as fervently contends that the 5 workdays was an absolute limitation on the Government's right to make changes to the Plan, because the "Determination of Lateness" supplemental specification made the delivery/shipment date the contract's controlling factor; i.e., after this narrow window for review closed the Contractor was free to proceed to production without an "OK to Print." Each party, of course, suggests that its interpretation is the only reasonable one under the contract. Since the parties have drawn different meanings from the "PRE- PRODUCTION COPIES" specification, the Board's task is simple-it must decide which of the two conflicting interpretations is correct, or whether both readings may be reasonably derived from the contract terms; in other words, is the contract ambiguous? To answer that question, the Board must examine the disputed language itself and derive its own interpretation of the contract. See Professional Printing of Kansas, Inc., supra, slip op. at 46; Web Business Forms, Inc., GPO BCA 16-89 (September 30, 1994) slip op. at 16-17, 1994 WL 837423; McDonald & Eudy Printers, Inc., supra, slip. op. at 13; Shepard Printing, GPO BCA 37-92 (January 28, 1994), slip. op. at 15-16, 1994 WL 275098 (hereinafter Shepard II). The focus of inquiry in this case is confined to the contract itself. See Professional Printing of Kansas, Inc., supra, slip op. at 46; Web Business Forms, Inc., supra, slip op. at 17; Universal Printing Co., supra, slip op. at 26, fn. 27, RD Printing Associates, Inc., supra, slip op. at 9, 13, fns. 9 and 15. Therefore, certain legal principles should be kept in mind at the outset. First, 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. See McDonald & Eudy Printers, Inc., supra, slip op. at 13; R.C. Swanson Printing and Typesetting Co., GPO BCA 31-90 (February 6, 1992), slip op. at 41, 1992 WL 487874, aff'd Civil Action No. 92-128C (Cl.Ct. October 2, 1992). Second, contractual language is ambiguous if it will sustain more than one reasonable interpretation.32 See Professional Printing of Kansas, Inc., supra, slip op. at 47; Webb Business Forms, Inc., supra, slip op. at 17; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 41, fn. 22; General Business Forms, Inc., supra, slip op. at 16. See also Neal & Co. v. United States, supra, 19 Cl. Ct. at 471; Edward R. Marden Corp. v. United States, 803 F.2d 701, 705 (Fed. Cir. 1986); Sun Shipbuilding & Drydock Co. v. United States, 183 Ct. Cl. 358, 372 (1968). Third, in analyzing disputed contract language, the courts and contract appeals boards place themselves in the shoes of a reasonably prudent contractor, and give the language of the contract that meaning which a reasonably intelligent contractor acquainted with the circumstances surrounding the contract would give it. See Professional Printing of Kansas, Inc., supra, slip op. at 47; McDonald & Eudy Printers, Inc., supra, slip op. at 14; General Business Forms, Inc., supra, slip op. at 18 (citing, Salem Engineering and Construction Corp. v. United States, 2 Cl. Ct. 803, 806 (1983)). See also Norcoast Constructors, Inc. v. United States, 196 Ct. Cl. 1, 9, 448 F.2d 1400, 1404 (1971); Firestone Tire and Rubber Co. v. United States, 195 Ct. Cl. 21, 30, 444 F.2d 547, 551 (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.33 See 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); Professional Printing of Kansas, Inc., supra, slip op. at 48; Web Business Forms, Inc., supra, slip op. at 18; R.C. Swanson Printing and Typesetting Co., supra, slip 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.34 See Fry Communications, Inc./ InfoConversion Joint Venture v. United States, supra, 22 Cl. Ct. at 504 (citing, Max Drill, Inc. v. United States, supra, 192 Ct. Cl. at 626; WPC Enterprises, Inc. v. United States, 163 Ct. Cl. 1, 6 (1963)); Professional Printing of Kansas, Inc., supra, slip op. at 48; Webb Business Forms, Inc., supra, slip op. at 19; General Business Forms, Inc., supra, slip op. at 17 (citing, Enrico Roman, Inc. v. United States, supra, 2 Cl. Ct. at 106). However, the rules governing 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. See Professional Printing of Kansas, Inc., supra, slip op. at 49; Webb Business Forms, Inc., supra, slip op. at 19; McDonald & Eudy Printers, Inc., supra, slip op. at 16; Shepard II, supra, slip op. at 19; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 42. The most basic principle of contract construction is that the document should be interpreted as a whole.35 See Hol-Gar Manufacturing Corp. v. United States, supra, 169 Ct. Cl. at 388, 351 F.2d at 975; Professional Printing of Kansas, Inc., supra, slip op. at 49; Webb Business Forms, Inc., supra, slip op. at 19-20; General Business Forms, Inc., supra, slip op. at 16. Hence, all provisions of a contract should be given effect and no provision is to be rendered meaningless. See Professional Printing of Kansas, Inc., supra, slip op. at 49-50; Webb Business Forms, Inc., supra, slip op. at 20; General Business Forms, Inc., supra, slip op. at 16 (citing, Raytheon Co. v. United States, 2 Cl. Ct. 763 (1983)). See also Pacificorp Capital, Inc. v. United States, supra, 25 Cl. Ct. at 716; Fortec Constructors v. United States, supra, 760 F.2d at 1292; United States v. Johnson Controls, Inc., 713 F.2d 1541, 1555 (Fed. Cir. 1983); Jamsar, Inc. v. United States, 442 F.2d 930 (Ct.Cl. 1971); Grace Industries, Inc., ASBCA No. 33553, 87-3 BCA ¶ 20,171. 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. See Professional Printing of Kansas, Inc., supra, slip op. at 50; Webb Business Forms, Inc., supra, slip op. at 20. Accord Granite Construction Co. v. United States, 962 F.2d 998 (Fed. Cir. 1992); B. D. Click Co. v. United States, 614 F.2d 748 (Ct.Cl. 1980). That is, an interpretation which gives a reasonable meaning to all parts of a contract will be preferred to one which leaves a portion of it "useless, inexplicable, inoperative, void, insignificant, meaningless, superfluous, or achieves a weird and whimsical result."36 See Gould, Inc. v. United States, 935 F.2d 1271, 1274 (Fed. Cir. 1991) (quoting, Arizona v. United States, 216 Ct. Cl. 221, 235-36, 575 F.2d 855, 863 (1978)). See also ITT Arctic Service, Inc. v. United States, 207 Ct. Cl. 743, 524 F.2d 680, 684 (1975) (contract interpretation should be "without twisted or strained out of context [and without] regard to the subjective unexpressed intent of one of the parties. . ."). In interpreting the disputed language here, the parties have staked out positions which are completely antithetical. The Appellant says that because the contract shipping date was fixed and immutable, the Government's chance to review the samples was confined to the "5-workdays" allowed by the "PRE-PRODUCTION COPIES" specification. The Respondent tells us that as long as it refrained from issuing a "OK to Print," it had an unlimited amount of time to examine the proofs. However, as emphasized above, for an ambiguity to exist the differing interpretations of the contract language must be reasonable. See Professional Printing of Kansas, Inc., supra, slip op. at 51; Webb Business Forms, Inc., supra, slip op. at 17; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 41, fn. 22; General Business Forms, Inc., supra, slip op. at 16. When tested in that crucible, Appellant's interpretation is "so unreasonable and bizarre that the Board cannot imagine any self-respecting contracting officer agreeing to such an absurd proposition." See Professional Printing of Kansas, Inc., supra, slip op. at 51 (citing Gould, Inc. v. United States, supra, 935 F.2d at 1274; Arizona v. United States, supra, 216 Ct. Cl. at 235-36, 575 F.2d at 863). Consequently, if for no other reason, it must be rejected on that basis alone. The gaping flaw in the Contractor's interpretation of the disputed contract language is its failure to recognize that a proof marked "OK to Print" is not only a signal to begin production, but it also sets the standard by which the quality of performance will be measured. That is, the disputed language in the "PRE-PRODUCTION COPIES" specification does not stand alone; there is a close connection between a requirement for providing prior-to-production samples and a contract's quality assurance provisions. See Professional Printing of Kansas, Inc., supra, slip op. at 52 (relationship between contract's "Printing" clause and QATAP). Here, for example, the specified standards in the contract for printing attributes P-7 (Type Quality and Uniformity) and P-10 (Process Color Match) are "OK Pre-Production Copies" (R4 File, Tab B, p. 13). Furthermore, the QATAP Manual, which is made part of the contract by reference, states, in pertinent part: ¶ 1-9. Specified Standards-The specified standards are the criteria on which printing attributes P-7, P-8, P-9, and P-10 are evaluated. For example, process color match (P-10) might be evaluated by comparing a printed illustration with an "OK'd press sheet." In this example, the "OK'd press sheet" would be listed in the specifications as the specified standard for printing attribute P-10. Standards will be specified for the following attributes: P-7 Type Quality and Uniformity * * * * * * * * * * P-10 Process Color Match See QATAP Manual, p. 1. The inclusion of these specified quality standards was a major consideration in the development of the contract's specifications. See PPR, Chap. XIII, Sec. 1, ¶ 4.c(1) (iii). Moreover, for the purposes of this case, there is absolutely no difference between the contract's "OK'd pre- production copies," and the QATAP Manual's example of an "OK'd press sheet" as a quality control mechanism. Thus, the printing procurement regulation tells us, in pertinent part: 4. Functions, Authorities, Responsibilities and Procedures. * * * * * * * * * * a. Initial Determination of Required Quality. The customer agencies are the best judges of their quality requirements. They, therefore, have the authority to include on the requisition any special requests concerning the quality requirements of product components and production processes. They may also request special quality assurance measures (e.g., samples, proofs, press sheet inspections) they may deem necessary to ensure that their requirements are met. . . . See PPR, Chap. XIII, Sec. 1, ¶ 4.a. [Emphasis added.] Consequently, when read against the regulation, the contract's specified standard of "OK'd pre-production copies," is simply the DOE's/MMES' special quality assurance measure of choice. However, the Appellant's misconstruction of the "PRE-PRODUCTION COPIES" specification does not just impact the contract's QATAP provisions. Since the reason the Respondent exceeded the contract's holding period was because it was making changes to the prior-to-production proofs, the Board also believes that the Contractor's narrow reading of the disputed sentence is incompatible with the authority bestowed on GPO's Contracting Officers by the "CHANGES" clause, and in fact would render that provision meaningless.37 In that regard, the "CHANGES" clause allows Contracting Officers to order written changes within the general scope of the contract "at any time." See GPO Contract Terms, Contract Clauses, ¶ 4(a). The Appellant's position, on the other hand, is that the "PRE-PRODUCTION COPIES" specification effectively placed a 5 workday "statute of limitations" on the Government's right to revise the samples before the Plan was produced, and any changes submitted to the Contractor after the holding period expired would carry a penalty in the form of full compensation for a complete reprinting of the text. Stated otherwise, under the Contractor's theory the Government's only avenue for avoiding such an adverse consequence would be to accept, pay for, and thus wind up with a product which did not meet its needs and which it did not want. Such a ludicrous result stands the whole raison d'etre for Government contracts "on its head." A similar attempt to restrict the Government's rights under the "CHANGES" clause was rejected by the Board in McDonald & Eudy, a case cited by the Respondent, under circumstances which bear a close resemblance to the situation in this case. Briefly, McDonald & Eudy involved a contractor who was awarded a "requirements" contract to produce and distribute certain language proficiency test booklets for the Department of the Army (Army). Among other things, the contract contained two important provisions-a "PRIOR TO PRODUCTION SAMPLES" specification which, inter alia, gave the Government 10 workdays to approve, conditionally approve, or disapprove the samples, and stated that "[m]anufacture of the final product prior to approval of the sample submitted is at the contractor's risk[,]" and a "FILMS" specification said that: "[t]he contractor must not print prior to receipt of an `OK to print.'" The dispute arose when the Government discovered that the required proofs for the first print orders were incorrect because the Army had furnished the wrong camera copy to the contractor. However, by the time the Army provided corrected camera copy for the test booklets, and asked for new samples to review, the contractor had already finished production of the print orders concerned. The contractor complied with the Army's request for new proofs, and reprinted the corrected test booklets once the samples were approved. Thereafter, it claimed an equitable price adjustment for reprinting the full quantity of booklets ordered, but it was denied by the Contracting Officer. The Contracting Officer expressly relied on the "PRIOR TO PRODUCTION SAMPLES" specification, reasoning that since the contractor was only authorized to produce the samples at that stage of production, the contractor's manufacture of the final product prior to approval of the proofs was at its own risk. See McDonald & Eudy, supra, slip op. at 9. On appeal, the Board affirmed the Contracting Officer's decision.38 Noting that few cases involving premature printing by GPO contractors are found in its volumes,39 see McDonald & Eudy, supra, slip op. at 19, the Board held, as a simple matter of contract construction the agreement was clear and unambiguous and meant what it said in the "PRIOR TO PRODUCTION SAMPLES" and "FILMS" specifications, namely, that the contractor was not to print the entire ordered quantity of test booklets unless and until it received an "OK to Print" from the Government following the review and approval of the sample advance copies, see McDonald & Eudy, supra, slip op. at 18 (citing Shepard II, supra, slip op. at 20; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 43-44; Export Packing & Crating Co., ASBCA No. 16133, 73-2 BCA ¶ 10,066, at 47,215). Furthermore, the Board's believed that a reasonably aware contractor ignored the "yellow warning lights" in the contract at its peril. See McDonald & Eudy, supra, slip op. at 18-19. In so ruling, the Board specifically adopted the reasoning of the ad hoc contract appeals panel in Serigraphic Arts, Inc.,40 see McDonald & Eudy, supra, slip op. at 19, a case which also involved a contractor who had printed the product ordered (decals) before the original proofs were returned by the Government. When the samples were returned, they showed that the customer-agency had changed the color of the product, which required the contractor to reprint it. The contractor subsequently sought an equitable adjustment for the reprinting, which was denied by the Contracting Officer on the ground that the original run was not authorized under the contract's "PROOFS" clause. The ad hoc panel agreed with the Contracting Officer's view of the "PROOFS" specification, stating, in pertinent part: When one reads the entire clause together, the reasonable interpretation is that the contractor must receive the proofs prior to printing. To begin printing without such authorization is to act unilaterally and to assume the risk of incorrectly interpreting the contract. California Shipbuilding and Dry Dock Company, ASBCA No. 21394, April 14, 1978, 78-1 BCA ¶ 13,168. . . . [The contractor's] action, albeit taken under the time limitations of the contract, risked the possibility that some alteration of the proofs would be necessary. See Serigraphic Arts, Inc., supra, slip op. at 7-8. [Emphasis added.] Quoting the above passage with approval in McDonald & Eudy,, the Board also observed that the rule which allocates to the contractor the risk of its disregarding contract specifications and any resulting premature performance of the contract, is consistently applied in Government contract law. See McDonald & Eudy, supra, slip op. at 18-19 (citing Hobbs Construction and Development, Inc., ASBCA Nos. 30432, 32151, 91-2 BCA ¶ 24,014; Gibson Hart Co., VABCA No. 2847, 89-2 BCA ¶ 21,830; Serigraphic Arts, Inc., supra). Although the Board found in McDonald & Eudy that the only reasonable interpretation of the relevant contract language, which was so clear as to warrant no contrary reading, made the receipt of an "OK to Print" following review and approval of the pre-production samples, a condition precedent to the printing of the entire ordered quantity of test booklets, it was constrained to add: Lastly, it should be clear that although the contract and the Print Orders were drafted by the Respondent, the ultimate beneficiary of strict adherence to the relevant language should have been the Appellant. In the Board's view, the contractual procedure was there to protect against just the sort of increased costs experienced by the Contractor when, as here, the Government, for whatever reason, makes changes to the product after examining the original sample. Since the Appellant chose to disregard these provisions, under the express terms of the contract, it assumed the risk of any increased costs which might have occurred from those changes. . . . See McDonald & Eudy, supra, slip op. at 23-24. [Original emphasis.] In McDonald & Eudy, the Board was asked to interpret two contract specifications-"PRIOR TO PRODUCTION SAMPLES" and "FILMS"-whereas here one provision is involved-the "PRE-PRODUCTION COPIES" specification. However, it is clear that this is a distinction without a difference because the "PRE-PRODUCTION COPIES" specification in this case merely places under a single umbrella the same requirements for a withholding period (albeit for less time) and an "OK to Print" which the McDonald & Eudy contract divided between the "PRIOR TO PRODUCTION SAMPLES" and "FILMS" specifications. In all other respects, these cases are essentially the same. Accordingly, the Board believes that its rationale in McDonald & Eudy is equally applicable to, and dispositive of, this dispute. In reaching this conclusion, the Board has considered the Appellant's attempt to justify its premature printing of the Plan on the basis of the contract's "Determination of Lateness" provision. See GPO Contract Terms, Supplemental Specifications, ¶ 15(a). However, the Board finds the Contractor's position to be simply without merit. A close reading of the paragraph entitled "Final Product Schedule" in that clause, especially the words ". . . the time limits established for delivery/shipment of the final product will be the governing factor in determining the number of workdays the contractor is late[.]," clearly shows that it is meant to cover situations where the contract performance is untimely in the absence of an intervening act by the Government causing the delay. That is not this case, and thus the Contractor's reliance on that supplement specification is misplaced. For circumstances, as here, where the performance delay is attributable to Government tardiness, any adverse impact on a contractor's ability to meet the original due date is cured by the contract itself, namely, application of the formula contained within the "Extension of Schedules" clause. See New South Press I, supra, slip op. at 25. Consequently, the Appellant's fear of a possible default based on its failure to meet the original delivery/shipment date, see Cross-Motion, p. 4, was without foundation and completely illusory. As a final observation, it seems to the Board that the only other theory of recovery available to Appellant is that somehow the Respondent breached its implied duty to cooperate with it in the performance of the contract. See Stephenson, Inc., supra, slip op. at 38-39. Accord Finesilver Manufacturing Co., ASBCA No 28955, 86-3 BCA ¶ 19,243 (Government continually failed over the term of the contract to timely furnish the fabric needed by the contractor to make the number of trousers ordered by the government, and its failure to do so constituted a breach of its implied obligation under the contract to deliver fabric in sufficient time and quantity to enable the contractor to manufacture the specified pairs of trousers by the contract completion date); Oxwell, Inc., ASBCA Nos. 27523, 27524, 86-2 BCA ¶ 18,967 (Government failed to provide proper GFP support); Robert J. DiDomenico, GSBCA No. 5539, 82-2 BCA ¶ 16,093 (Government breached its lease contract by delivering the plans for building alterations four months late and causing the contractor to incur additional costs resulting from performance in winter weather and from inability to schedule work in the most efficient sequence). Although the Board has ruled that it is without jurisdiction to entertain "pure" breach of contract claims, see The Wessel Co., Inc., supra, slip op. at 46; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 41, it has never expressly held that claims relying on the Government's alleged breach of its implied duty to cooperate with the Contractor in performance of the contract are barred from this forum as well, cf. Stephenson, Inc., supra, slip op. at 46-47 (contractor's breach of duty allegation considered and rejected by the Board). However, it is unnecessary to reach that question in this case. Settled law holds that breach of contract damages are not recoverable if the contract itself provides a remedy. See, New South Press I, supra, slip op. at 26; Banta Co., supra, slip op. at 31, fn. 40 (citing Triax-Pacific, A Joint Venture, ASBCA No. 36353, 91-2 BCA ¶ 23,724); R.C. Swanson Printing and Typesetting Co., supra, slip op. at 46. Accord, Dave Hakala, AGBCA No. 85-219-3, 85-3 BCA ¶ 18,382. In this case, the automatic extension of the shipping schedule authorized by the "Extension of Schedules" clause is the contractual remedy so provided for the Government's delay in returning the pre- production samples to the Appellant. See GPO Contract Terms, Contract Clauses, ¶ 12(c). Therefore, even if the Board, as a theoretical matter, had breach jurisdiction over a failure by the Respondent to cooperate with the Appellant in the performance of the contract, damages would not lie in this case, in any event. For all of these reasons, the Board, giving meaning to all parts of the disputed contract, concludes that the controversial sentence in the "PRE-PRODUCTION COPIES" specification is in perfect consonance with the requirements of QATAP, as well as the "CHANGES" clause, and does not negate the language of any part of the contract, taken as a whole. See Professional Printing of Kansas, Inc., supra, slip op. at 51-52; Webb Business Forms, Inc., supra, slip op. at 21; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 43-48. Accord Granite Construction Co. v. United States, supra; B. D. Click Co. v. United States, supra. Thus, when properly read, the contract says that even though the holding period for the Government to review and approve the pre-production samples is 5 workdays, the contractor is not authorized to print the entire ordered quantity of the Plan unless and until it receives an "OK to Print." That being the case, an experienced contractor would know that under settled legal principles regarding premature performance, if it performed the contract without receiving an "OK to Print," any increased costs resulting from changes made to the product were its own risk. The Respondent's interpretation is in complete harmony with this view, while the Appellant's approach effectively reads the "OK to Print" requirement out of the contract. See Professional Printing of Kansas, Inc., supra, slip op. at 53 (citing DWS, Inc., Debtor-in-Possession, ASBCA No. 29743, 93-1 BCA ¶ 25,404, at 126,540; Falcon Jet Corp., DOT CAB No. 78-32, 82-1 BCA ¶ 15,477, at 76,693). Indeed, if, as the Contractor contends, it was allowed to print the final product simply upon the expiration of the holding period, the "OK to Print" language would not be needed at all. As previously mentioned, interpretations which leave portions of a contract superfluous, useless, inoperative, or meaningless are disfavored in the law. See Gould, Inc. v. United States, supra; Arizona v. United States, supra. Accordingly, the Board finds the above reading of the contract, which accepts the meaning ascribed to the disputed sentence in the "PRE-PRODUCTION COPIES" specification by the Respondent is the only reasonable interpretation of the contract, taken as a whole. When a contract admits to only one construction, it is not ambiguous. See Professional Printing of Kansas, Inc., supra, slip op. at 54; Webb Business Forms, Inc., supra, slip op. at 21; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 43-48. Accord Falcon Jet Corp., supra, 82-1 BCA at 76,693 (citing Martin Lane Co. v. United States, 193 Ct. Cl. 203 (1970); General Dynamics Corp., DOT CAB 76-29, 79-1 BCA ¶ 13,858). B. The Respondent's delay in returning the samples within the time frame stated in the "PRE-PRODUCTION COPIES" specification does not give rise to an estoppel against the Government in this case. The Appellant's equitable estoppel claim essentially says that the Government's failure to return the pre-production proofs within 5 workdays, as required by the contract, misled it into believing that it was authorized to print the Plan as originally set up, and that under the circumstances, it reasonably relied on the Government's inaction as tacit approval to go forward with production. Cross-Motion, pp. 6-7; Flagstad Affidavit, ¶ 6. In that regard, the Contractor not only depends on its own interpretation of the contract to support its position, but also places particular significance in Contracting Officer Seibert's telephone statement on September 5, 1993, that MMES had "only" 5 workdays to submit changes to the samples, and his caveat not to start printing the Plan during the retention period (Background, Sec. A, ¶ 8). See Flagstad Affidavit, ¶¶ 4, 6. In the Board's view, these are slender reeds indeed on which to build an estoppel claim. Since this is simply the Appellant's attempt to "bootstrap" its erroneous interpretation of the contract, which the Board has just rejected, into a vehicle for equitable relief, the estoppel claim is without merit. Estoppel is an equitable doctrine invoked to avoid injustice in particular cases, and the party claiming its benefit must have relied on its adversary's conduct "in such manner as to change his position for the worse." Heckler v. Community Health Services of Crawford County, 467 U.S. 51, 59, 104 S.Ct. 2218, 2223, 81 L.Ed.2d 42 (1984) (hereinafter cited as Heckler); USA Petroleum Corp. v. United States, 821 F.2d 622, 625 (Fed. Cir. 1987); Flag Real Estate, Inc., HUD BCA No. 84-899-C14, 88-3 BCA ¶ 20,866, at 105,517. See also John Cibinic , Jr. & Ralph C. Nash, Jr., Administration of Government Contracts, 3d ed. (1995), The George Washington University, Washington, DC, p. 69 ("Estoppel is a concept that prohibits a party from escaping liability for statements, actions, of inactions if they have been relied on by the other party.") (hereinafter Cibinic & Nash).41 However, the Board has recently noted that the law of estoppel differs where a contractor is dealing with the Government instead of a private party. See B & B Reproductions, GPO BCA 9-89 (June 30, 1995), slip op. at 30, 1995 WL 488447 (citing Office of Personnel Management v. Richmond, 496 U.S. 414, 419-20, 110 S.Ct. 2465, 2469, 100 L.Ed.2d 387 (1990) (hereinafter cited as Richmond); Heckler, supra, 467 U.S. at 60-61, 104 S.Ct. at 2224).42 In Government cases, estoppel arises when all of the following four conditions are met: (1) the Government knows or has reason to know the facts; (2) the Government either intends that its conduct or statements be acted upon or acts in such a manner as to give the contractor that impression; (3) the contractor must not have knowledge of the true facts known by the Government; and (4) the contractor detrimentally relies on the Government's conduct or statements. See B & B Reproductions, supra, slip op. at 32; Professional Printing of Kansas, Inc., supra, slip op. at 33, fn. 48 (( citing Heckler ,supra; OAO Corp. v. United States, 17 Cl. Ct. 91, 104 (1989); Granite Construction Co., ENG BCA No. 4642, 89-3 BCA ¶ 21,946, at 110,395). See also Jana, Inc. v. United States, 936 F.2d 1265, 1270 (Fed. Cir. 1991); USA Petroleum Corp. v. United States, supra, 821 F.2d at 625; American National Bank and Trust Co. of Chicago v. United States, 23 Cl. Ct. 542, 549 (1991); Colorado State Bank of Walsh v. United States, 18 Cl. Ct. 611, 633 (1989), aff'd, 904 F.2d 45 (Fed. Cir. 1987); Hazeltine Corp. v. United States, 10 Cl.Ct. 417, 442 (1986), aff'd 820 F.2d 1190 (Fed. Cir. 1987); Taylor & Sons Equipment Co., ASBCA No. 34675, 89-2 BCA ¶ 21,584, at 108,680; Flag Real Estate, Inc., supra, 88-3 BCA ¶ 20,866, at 105,518. Whether or not these four elements have been satisfied is a question of fact.43 See B & B Reproductions, supra, slip op. at 33; See Professional Printing of Kansas, Inc., supra, slip op. at 33, fn. 48 (citing Tidewater Equipment Co. v. Reliance Insurance Co., 650 F.2d 503, 506 (4th Cir. 1981)). But before the contractor can take advantage of the normal common law rules of estoppel, it first has to cross an evidentiary threshold, namely, there must be a showing at the outset that: (1) the Government representative whose statements or conduct forms the basis for the estoppel was acting within the scope of his or her authority; and (2) the Government was acting in its proprietary capacity rather than its sovereign capacity.44 See B & B Reproductions, supra, slip op. at 33; Professional Printing of Kansas, Inc., supra, slip op. at 34, fn. 50 (citing Manloading & Management Associates, Inc. v. United States, supra; Federal Crop Insurance Corp. v. Merrill, supra). See also Burnside-Ott Aviation Training Center, Inc. v. United States, supra, 985 F.2d at 1581; United States v. Georgia-Pacific Co., 421 F.2d 92 (9th Cir. 1970). But see Gould, Inc. v. United States, 67 F.3d 925, 930 (Fed. Cir. 1995) (equitable estoppel is inapplicable to contract claims). However, to the extent that the Appellant specifically relies on Seibert's representations of September 5, 1993, to support its estoppel argument, his authority was clear, and thus the threshold question is not involved in this case.45 In the Board's view, the Appellant's estoppel argument fails because it has not identified any Government conduct on which it could have reasonably relied in concluding that certain contract requirements had been waived. See Professional Printing of Kansas, supra, slip op. at 80, fn. 83; Automated Datatron, Inc., GPO BCA 25-87 and 26-87 (April 12, 1989) slip op. at 6-8 and cases cited therein. Accord Industrial Data Link Corp., ASBCA No. 31570, 91-1 BCA ¶ 23,382. To establish an estoppel here, the Contractor had to establish four things: (1) the Respondent knew or had reason to know that the Appellant would interpret the contract as allowing it to print the Plan if the pre-production samples were not returned within 5 workdays, and that after the retention period expired the Contractor would proceed with production without an express "OK to Print;"46 (2) the Government either intended that its failure to return the proofs within 5 workdays should operate as a de facto "OK to Print" order, or by taking no affirmative steps to stop the printing of the Plan gave the Appellant that impression; (3) the Contractor was unaware that GPO had a different view of the contract, which required an express "OK to Print" to trigger production of the Plan, and that the Government would deem starting before then as premature and unauthorized; and (4) by relying on the Respondent's silence and producing the Plan without an express "OK to Print," the Appellant suffered a financial injury, namely it was "left holding the bag" for the costs of printing the entire ordered quantity of the Plan when the Contracting Officer disallowed them. There is ample proof in the record to support the last two elements (the Contractor's ignorance of GPO's interpretation of the contract and its injury in producing the Plan without an "OK to Print" from the Government). However, the Appellant has not shown that GPO was aware that the Contractor believed the contract authorized printing the Plan if the proofs were not returned within 5 workdays, without more (the first criterion), or that it intended that its failure to return the proofs within 5 workdays operate as a de facto "OK to Print," although the Appellant argues that it was left with that impression (the third criterion). See Professional Printing of Kansas, supra, slip op. at 80, fn. 83. Accord GKS, Inc., ASBCA No. 45913, 94-3 BCA ¶ 27,232 (in order for the Government to be estopped, it would have to have possessed some knowledge that the contractor did not have or could not have obtained). Indeed, it was the Respondent who was surprised in this case, since it had every reason to believe, prior to November 23, 1993, when the Contractor submitted its revised termination settlement proposal, that no work had been done on the contract other than the tasks associated with making the pre-production proofs. A case can be made that it was the Government which was misled by the Appellant's conduct into thinking that its instructions not to produce the Plan without an "OK to Print" were being followed, and that the Contractor's cost investment was not large when the contract was terminated. In that regard, one needs only to look at the following chronology of events: (1) on September 20, 1993, 5 days after contract's shipping date, Flagstad called the CRPPO asking for a status report on the pre-production proofs, and remarked that the Appellant "has time and money invested and wants to move on (if possible) [emphasis added]," and was told that the samples were still being reviewed and he was not to proceed without an "OK to Print" from GPO (R4 File, Tab L); (2) on October 1, 1993, Ostrander returned the edited proofs to the Appellant with directions to furnish 3 revised samples to the CRPPO by October 13, 1993, and stated that "[A] new contractual delivery date will be established upon approval of any revised samples . . ." (R4 File, Tab N; Jt. Stip., ¶ 10); (3) on October 4, 1993, Flagstad telephoned the CRPPO again to discuss some technological problems regarding the production of the revised samples, and said that the Appellant "won't do anything [emphasis added]" until it heard from GPO with the answers to its questions (R4 File, Tab O); (4) on October 11, 1993, the Contractor furnished 3 sets of amended pre- production samples and a listing of its contract costs "to date" to Ostrander, but also asserted that its contract called for producing the entire job, and the Government's failure to "observe the contract terms obligates [it] to pay the full contract value of $56,127.73, not just the amount of the costs incurred . . ." (R4 File, Tab R, p. 2; Jt. Stip., ¶ 11);47 (6) on October 20, 1993, Summers called Flagstad, asking him to return the GFM, and telling him that GPO would advise the Appellant, in writing, when a determination was made whether to terminate the contract or go ahead with it (R4 File, Tab S; Jt. Stip., ¶ 12); (7) on November 4, 1993, the Contractor acknowledged the termination of the contract in a letter which also advised GPO that "[a]ll work on this project was halted on October 20, 1993, when we returned the [GFM] to [MMES] in Oak Ridge, Tennessee. [Emphasis added]" (R4 File, Tab V; Jt. Stip., ¶ 15); and (8) in response to a request from the Government, on November 23, 1993, the Appellant submitted its revised settlement proposal which indicated, for the first time, that it had done more work on the contract than just prepare the pre-production samples, specifically it had also performed the operations necessary "to insure delivery on a timely basis . . .;" i.e., having the index tabs printed and die cut in advance, as well producing all the maps and charts (R4 File, Tab X; Jt. Stip., ¶ 16; RPTC, p. 5). From the foregoing, it is clear that in all of its contacts with the CRPPO concerning the pre-production proofs before the contract was terminated, the Appellant never told the Respondent that it had already printed the Plan, although it had ample opportunity to do so. The first inkling which GPO may have had that the Contractor had done more than simply prepare the first samples and revised proofs was the Appellant's reference in its termination acknowledgement letter of November 4, 1993, to stopping "all work on this project" on October 20, 1993. However, the Contractor's revised settlement proposal of November 23, 1993, left no doubt as to the extent of its production activity. Furthermore, while the Contractor claims that it was compelled to print the Plan after the expiration of the holding period in order to meet the contract's shipping date of September 15, 1993, the record shows that it never delivered the books or notified the Government that they were ready to be assembled and shipped. Indeed, the record tells us that the first conversation between the Appellant and the CRPPO concerning the availability of the Plan occurred on January 20, 1994, four months after the contract due date, when Flagstad told Summers that "approximately 20 cartons of [miscellaneous] duplicating/tab dividers/etc. are at [the George Marr Company] plant that were produced as ordered by [the specifications]." See R4 File, Tab Y. In the final analysis, it would be one thing if the Contractor had reasonably and dutifully followed the terms of the contract, as both parties understood it when awarded, and the Government latter changed its mind to correct its mistake. See USA Petroleum Corp. v. United States, supra, 821 F.2d at 626 (citing Broad Avenue Laundry and Tailoring v. United States, 231 Ct. Cl. 1, 681 F.2d 746 (1982)). But that is not this case. Instead, we have a situation where, according to the record, the parties have ascribed diametrical meanings to the "PRE-PRODUCTION COPIES" specification, the Appellant acted on its own interpretation, and the Board has found that version palpably unreasonable. Accordingly, the Board concludes that the Appellant's estoppel position in this case is disingenuous, and clearly without merit. C. The Appellant is clearly entitled to compensation on account of the Respondent's termination of the contract for the convenience of the Government. However, the quantum issue cannot be decided on the record as it now stands. Therefore, the Board will remand the matter to the parties for further development of the record and/or settlement, consistent with this opinion. By rejecting both the Appellant's interpretation of the contract and its estoppel argument, the Board, in effect, also sustains the GPO's denial of the November 23, 1993, revised settlement offer of $38,104.26 (R4 File, Tabs Z, BB; Jt. Stip., ¶¶ 17, 18). On the other hand, there is no doubt that the Contractor is entitled to some compensation for the convenience termination of its contract. Indeed, under all of the Respondent's regulations, instructions and directives dealing with the matter; i.e., GPO Contract Terms, the PPR, and the GPO Cost Directive, such reimbursement is mandatory, where appropriate, and nothing in the record suggests that GPO has tried to escape its responsibility in that regard. However, the purpose of a summary proceeding is to resolve disputes where there is no genuine issue as to any material fact. Although the entitlement question was clearly ripe for a summary determination, the Board cannot say with certainty that the quantum issue is also ready for decision in this proceeding because of the present state the record. In that regard, the record does not provide a sufficient evidentiary basis for the Board to conclude that there are no genuine issues as to any material fact with respect to the appropriate amount of compensation due the Appellant from the Government 's termination action, principally for two reasons. First, the Appellant provided GPO with documentation to support two separate settlement proposals-the original claim of November 4, 1993, in the amount of $14,987.45, for work producing two sets of pre- production proofs, and the revised offer of November 23, 1993, for $38,104.26, to cover the costs it incurred printing the Plan in advance ((R4 File, Tabs V and X). While the first claim appears somewhat closer to the mark with respect to reimbursable work in this termination situation, the fact is that no viable claim is left in this proceeding because the original proposal was withdrawn by the Contractor, and the revised version has been denied by the Board. Second, there is a good chance that both settlement proposals may have been incomplete when they were filed. For example, the Appellant confined its claim of November 4, 1993, to the costs associated with producing the pre-production samples for review. However, it is undisputed that while the Appellant submitted the proofs in a timely fashion, the Government did not return them within the 5 workday retention period established by the contract, but rather kept the samples for nearly a month before sending them back to the Contractor with extensive author's changes (R4 File, Tabs B, p. 5, J, K, L, Jt. Stip., ¶¶ 6, 7, 10; RPTC, p. 4). Under similar circumstances, the Board has found that a contractor may be entitled to recover "idle time" costs under the "Changes" clause, as well as receive an extension of the delivery schedule.48 See Banta Co., supra, slip op. 35; GPO Contract Terms, Contract Clauses, ¶ 4(b). Also cf. New South Press I, supra, slip op. at 17. In a like vein, the Appellant may have incurred certain continuing costs, including machinery downtime, for a reasonable period following the convenience termination of the contract, which it was entitled to claim. See New South Press II, supra, slip op. 60-61; GPO Cost Directive, Sec. 3, ¶¶ 25(b), 49(b). Cost items such as these are not even mentioned in either settlement proposal, and there may be others. The Contractor, of course, has the burden of proving whatever costs it claims because of the convenience termination. See New South Press II, supra, slip op. at 38; R.C. Swanson, supra, Supplemental Decision, slip. op. at 19 (citing Building Maintenance Specialists, Inc., ENG BCA No. 5654, 90-3 BCA ¶ 23,032). Accord Lisbon Contractors, Inc. v. United States, 828 F.2d 759, 767 (Fed. Cir. 1987); J.W. Cook & Sons, Inc., ASBCA No. 39691, 92-3 BCA ¶ 25,053, at 124,863 (citing Tubergen & Associates, Inc., ASBCA Nos. 34106, 34107, 90-3 BCA ¶ 23,058). Although all of the Appellant's "eggs" were "in one basket" in this proceeding-its revised settlement proposal of November 23, 1993-it nonetheless "hedged its bet" by confining its Cross- Motion to the entitlement question, and asking the Board to withhold ruling on the quantum issue until the record could be supplemented with additional evidence on the matter of costs. See Cross-Motion, pp. 10-11. In past cases, the Board has usually decided both entitlement and quantum in the same proceeding, if the record contained sufficient evidence allowing it to do so. See New South Press II, supra, slip op. at 73;, Universal Printing Co, supra, slip op. at 49; Banta Co., supra, slip op. at 46-47. However, the Board finds the record here inadequate for that purpose, partly because the parties presented the case principally as a question of contract interpretation, rather than as a simple recovery matter. Therefore, the Board agrees that the record needs to be supplemented with additional proof of costs from the Contractor before the quantum issue can be decided. Accordingly, it will remand the matter to the parties for further action consistent with this opinion. Specifically, in remanding the dispute to the parties, the Board anticipates that the Contractor will submit another settlement proposal and supporting documentation to the Contracting Officer, and the latter will consider the claim in light of the Board's recent opinion in New South Press II. In that case, the Board discussed at great length the history, philosophy and purpose of the Government's termination for convenience rules and how they applied to contracts awarded by the Respondent.49 Among other things, in setting forth the standards for GPO convenience terminations, the Board stated, in pertinent part: The Respondent's "Termination for Convenience" clause contains the general rule that once a contract is terminated, the contractor is entitled to recover its incurred costs plus a reasonable profit. See GPO Contract Terms, Contract Clauses, ¶ 19(d); PPR, Chap. XIV, Sec. 2, ¶ 3.n. See also R.C. Swanson, supra, Supplemental Decision, slip. op. at 17-18 (citing Humphrey Logging Co., AGBCA Nos. 84-359-3, 85-204-3, 85-3 BCA ¶ 18,433); Graphic Litho Co., Inc., [GPO BCA 11-83 (May 25, 1984)], slip. op. at 10 [1984 WL 148105]; Bay Ridge Press, [GPOCAB 4-82 (January 12, 1983), 1983 WL 135369], Supplemental Decision (September 15, 1983), slip op. at 3. Accord, Youngstrand Surveying, AGBCA No. 90-150-1, 92-2 BCA ¶ 25,017, at 124,694; Chamberlain Manufacturing Corp., [ASBCA No. 16877], 73-2 BCA [¶ 10,139] at 47,678. Recovery of anticipated profits is not allowed. See PPR, Chap. XIV, Sec. 2, ¶ 3.n. See also Bay Ridge Press, supra, Supplemental Decision, slip op. at 3. Accord Plaza 70 Interiors, Ltd., supra, 95-2 BCA at 137,939 (citing FAR 49.202,; Steelcare, Inc., GSBCA No. 5491, 81-1 BCA ¶ 15,143, at 74,901). See generally Cibinic & Nash, p. 1098 ("Perhaps the major impact of the termination for convenience procedure is that it relieves the Government from the obligation of paying anticipated profits for unperformed work if terminates the contractor's performance of the work." Citing Dairy Sales Corp. v. United States, 219 Ct. Cl. 431, 593 F.2d 1002 (1979), aff'g Dairy Sales Corp., ASBCA No. 20193, 75-2 BCA ¶ 11,613). Similarly, where a contractor is in a loss position on the terminated contract, it is not entitled to recovery of any profit. [Footnote omitted.] See GPO Contract Terms, Contract Clauses, ¶ 19(e)(2)(iii); PPR, Chap. XIV, Sec. 2, ¶ 3.o. See also Maitland Brothers Co., supra, 93-3 BCA at 129,304; Tom Shaw, Inc., ENG BCA Nos. 5540, 5541, 5620-5628, 93-2 BCA ¶ 25,742, at 128,082. The terminated contractor has the burden of establishing both that it actually incurred costs and the amount of its incurred costs. See R.C. Swanson, supra, Supplemental Decision, slip. op. at 19 (citing Building Maintenance Specialists, Inc., ENG BCA No. 5654, 90-3 BCA ¶ 23,032). Accord Lisbon Contractors, Inc. v. United States, 828 F.2d 759, 767 (Fed. Cir. 1987); J.W. Cook & Sons, Inc., supra, 92-3 BCA at 124,863 (citing Tubergen & Associates, Inc., ASBCA Nos. 34106, 34107, 90-3 BCA ¶ 23,058); Youngstrand Surveying, supra, 92-2 BCA at 124,694 (citing Roberts International Corp., ASBCA No. 15118, 71-1 BCA ¶ 8869). Indeed, actual incurrence of costs is a prerequisite to recovery under a termination for convenience; i.e., if the contractor has incurred no cost, there is no recovery. See R.C. Swanson, supra, Supplemental Decision, slip. op. at 19 (citing Seiler Instrument and Manufacturing Co., Inc., ASBCA No. 44380, 93-1 BCA ¶ 25,436). Accordingly, in these cases the contractor's cost, not the value of the performance to the Government, is the measure of recovery. See e.g., Fil-Coil, ASBCA No. 23,137, 79-1 BCA ¶ 13,618 (1978), mot. for reconsid. denied, 79-1 BCA ¶ 13,683 (1979); Scope Electronics, Inc., ASBCA No. 20359, 77-1 BCA ¶ 12,404, mot. for reconsid. denied, 77-2 BCA ¶ 12,586 (1977); Arnold H. Leibowitz, GSBCA No. CCR-1, 76-2 BCA ¶ 11,930 (1976). In short, the reimbursement formula for convenience terminations permits the recovery of allowable costs incurred, plus profit, subject to the overall limitation of the contract price and the possible application of the loss adjustment provisions. See Cibinic & Nash, p. 1098. * * * * * * * * * * Another immutable convenience termination rule is that the "total contract price" sets the boundaries of the contractor's recovery. [Footnote omitted.] See R.C. Swanson, supra, Supplemental Decision, slip. op. at 19 (citing GPO Contract Terms, Contract Clauses, ¶ 19(d); FAR 52.249-2(e)). Accord Alta Construction Co., PSBCA Nos. 1463, 2820, 94-3 BCA ¶ 27,053, at 134,816; Tom Shaw, Inc., [ ENG BCA Nos. 5540, 5541, 5620-5628], 93-2 BCA [¶ 25,742] at 128,073. Apparently, the theory is that the contractor should not receive more than the contract price for doing less than the full amount of work required by the contract. Id. The "total contract price" concept encompasses three things: (1) it sets the maximum amount a contractor may recover under a termination for convenience; (2) it is important when considering the recovery of costs continuing after termination; and (3) the rules for setting the "total contract price" vary depending on the type of contract terminated. See R.C. Swanson, supra, Supplemental Decision, slip. op. at 19-20 (citing Nolan Brothers, Inc. v. United States, [194 Ct. Cl. 1, 437 F.2d 1371 (1971)]; Alta Construction Co., PSBCA No. 1463, 92-2 BCA ¶ 24,824; Celesco Industries, Inc., ASBCA No. 22460, 84-2 BCA ¶ 17,295; Pioneer Recovery Systems, Inc., [ASBCA No. 24658, 81-1 BCA ¶ 15,059]; Okaw Industries, Inc., ASBCA Nos. 17863, 17864, 77-2 BCA ¶ 12,793; Chamberlain Manufacturing Corp., supra). Basically, the "total contract price" establishes the value of the contract (cost plus profit) for the purpose of compensating the terminated contractor. See R.C. Swanson, supra, Supplemental Decision, slip. op. at 20. GPO's "Termination for Convenience" clause provides that the convenience termination settlement may not generally exceed the "total contract price" as reduced by: (1) the amount of payments previously made; and (2) the contract price of work not terminated. See GPO Contract Terms, Contract Clauses, ¶ 19(d). Finally, a significant number of contract appeals forums stress that the Government must not ignore the underlying philosophy of the procedure when compensating a terminated contractor. In that regard, contracting officers are instructed that "fairness," rather than strict adherence to principles of cost accounting, should guide their settlement calculations. See Richerson Construction, Inc., [GSBCA Nos. 11161, 11263(11045)-REIN, 11430, 93-1 BCA ¶ 25,239]; Youngstrand Surveying, supra; Industrial Refrigeration Service Corp., VABCA 2532, 91-3 BCA ¶ 24,093, at 120,595; Arctic Corner, Inc., VABCA No. 2393, 86-3 BCA ¶ 19,278; American Electric, Inc., ASBCA 16635, 76-2 BCA ¶ 12,151. Thus, the General Services Administration Board of Contract Appeals (GSBCA) recently explained: Under applicable Federal Acquisition Regulations (FAR), the objective of a termination for convenience settlement is to provide the contractor with "fair compensation" both for the work that has been completed prior to termination and for preparations made for terminated portions of the contract, including a reasonable allowance for profit. FAR 49.201. . . . To this end, the cost standards of the FAR, in part 31, are applied in accordance with principles of business judgment and fairness, Codex Corp. v. United States, 226 Ct. Cl. 693, 699 (1981), with the ultimate objective of making the contractor "whole." See Industrial Refrigeration Service Corp., VABCA 2532, 91-3 BCA ¶ 24,093, at 120,595; American Electric, Inc., ASBCA 16635, 76-2 BCA ¶ 12,151. See Richerson Construction, Inc., supra, 93-1 BCA at 125,704. See also General Electric Co., ASBCA No. 24111, 82-1 BCA ¶ 15,725, reconsid. denied 83-1 BCA ¶ 16,207.50 * * * * * * * * * * Although a convenience termination settlement should compensate a contractor fairly, this is not to say that the concept has no boundaries. Certainly, a contractor may not use "fairness" as a "sword to dispense with its obligation to prove its monetary claim," whether a termination claim, or an equitable adjustment claim for that matter. See J.W. Cook & Sons, Inc., supra, 92-3 BCA at 124,863. Moreover, in contrast to the opinions expressed by other contract appeals boards, the ASBCA takes a narrower view of "fairness" as a concept in termination settlements: . . . It is not our province to fashion equitable or extracontractual relief on the grounds of fairness, or otherwise. In this context, "fairness" to the parties is the realization of the benefit of each party's bargain through the contractual instrument they signed. We exercise "fairness" through the reasonable interpretation of that contractual instrument and the related regulations, with due regard to all relevant circumstances. Id., 92-3 BCA at 124,865.51 * * * * * * * * * * As the Board reads the GPO scheme for using cost principles in convenience termination cases, the overall philosophy appears to be similar to and in harmony with the approach taken by the Court of Claims in Codex Corp. v. United States, and adopted by the GSBCA in Richerson Construction, Inc., and the VABCA in Industrial Refrigeration Service Corp., and Arctic Corner, Inc. In that regard, the . . . GPO Cost Directive and the PPR appear to be simply condensed versions of the regulatory provisions at issue in Arctic Corner, Inc., supra, 86-3 BCA at 97,456.52 The Board has said several times in the past, that where GPO adopts the regulatory language followed by other agencies as its own, in this case the cost principal rules governing contracts which are terminated for convenience, we must presume that the uniform interpretation given to those words has also been accepted. See Sterling Printing, Inc., GPO BCA 20-89, Decision Denying Second Motion for Consideration (August 12, 1994), slip op. at 3 (procedural rules); Banta Co., GPO BCA 03-91 (November 15, 1993), slip op. at 34, 1993 WL 526843 ("Changes" clause); McDonald & Eudy Printers, Inc., [GPO BCA 40-92 (January 31, 1994)], slip op. at 11-12, [1994 WL 275096] ("Requirements" clause); Shepard Printing, [GPO BCA 37-92 (January 28, 1994)], slip op. at 21-22, [1194 WL 275077] ("Requirements" clause). Consequently, the Board will administer the cost principles in the relevant regulations of this agency-the GPO Cost Directive, the PPR, and the implementing provisions of GPO Contract Terms-consistent with the meaning and philosophy of the parallel provisions in the FAR, as interpreted by the Claims Court, the GSBCA and the VABCA in the above cited cases. Accordingly, the Board ". . . will likewise approach the various disputed cost elements in this appeal with an eye toward fair compensation rather than imposing strict accounting principles upon the Appellant." [Footnote omitted.] See Industrial Refrigeration Service Corp., supra, 91-3 at 120,594; Arctic Corner, Inc., supra, 86-3 BCA at 97,457. See New South Press II, supra, slip op. at 37-48. [Emphasis added.] It should be clear that the Board's decision to align itself with views of the Claims Court, the GSBCA and the VABCA and take a "fair compensation" rather than a "strict accounting principles" approach in resolving convenience termination disputes was a key holding in New South Press II,.53 However, that ruling was not just meant to let litigants know where the Board stood on the issue, but it was also intended as a signal to GPO Contracting Officer's to let them know that they had more flexibility in settling such cases under the rules than perhaps they were aware of. On the other hand, nothing in that holding relieves a terminated contractor from its dual burden regarding settlement, namely showing the total amount of its costs, see New South Press II, supra, slip op. at 49; R.C. Swanson Printing Co., supra, Supplemental Decision, slip. op. at 19; Lisbon Contractors, Inc. v. United States, supra, 828 F.2d at 767; J. W. Cook & Sons, Inc., supra, 92-3 BCA at 124,863; Youngstrand Surveying, supra, 92-2 BCA at 124,694, and demonstrating that its costs were reasonable, see New South Press II, supra, slip op. at 49; Universal Printing Co., supra, slip op. at 40 (citing Michael- Mark, Ltd., IBCA Nos. 2697, 2890, 2891, 2892, 2893, 2894, 2895, 94-1 BCA ¶ 26,453, also cf. Banta Co., supra, slip op. at 43 (citing Celesco Industries, ASBCA No. 22251, 79-1 BCA ¶ 13,604; Triple "A" Machine Shop, Inc., ASBCA No. 21561, 78-1 BCA ¶ 13,065 (1978); Cal Constructors, ASBCA No. 21179, 78-1 BCA ¶ 12,992 (1977)). Whether a contractor's costs are reasonable is a question of fact depending on the circumstances.54 See New South Press II, supra, slip op. at 50; Universal Printing Co., supra, slip op. at 42 (citing Nager Electric Co., Inc., supra). That the Appellant incurred some costs under the terminated contract is not in dispute. However, the precise scope and nature of those costs is not revealed in this record. Thus, determining the Appellant's termination costs by summary disposition would be inappropriate at this time. Therefore, on remand it will be the Contractor's responsibility to demonstrate what those costs were and the extent of the Government's liability for terminating the contract. In that regard, since the propriety of the termination is not an issue in this case, the Appellant's recovery is limited to that available under the contract's "Termination for Convenience" clause. See Plaza 70 Interiors, Ltd., supra, 95-2 BCA at 137,939 (citing Manuals, Inc., ASBCA No. 24123, 80-2 BCA ¶ 14,579). That clause, as previously noted, entitles a terminated contractor to recover its incurred costs plus a reasonable profit, subject, of course, to the overall limitation of the contract price. See GPO Contract Terms, Contract Clauses, ¶ 19(d); PPR, Chap. XIV, Sec. 2, ¶ 3.n. See also New South Press II, supra, slip op. at 48-49; R.C. Swanson Printing Co., supra, Supplemental Decision, slip. op. at 17-18; Graphic Litho Co., Inc., supra, slip. op. at 10. Accordingly, with these precepts in mind, the Board remands the dispute to the parties, trusting them to use their best efforts to resolve it in a manner consonant with the philosophy and purpose of the termination for convenience rules. ORDER The Board finds and concludes that: (a) contrary to the Appellant's belief, the "PRE-PRODUCTION COPIES" specification in the contract is not ambiguous and clearly precludes the Contractor from producing the Plan unless it has received an "OK to Print" from the Government; and (b) although the Respondent failed to meet the time schedule in the "PRE-PRODUCTION COPIES" specification for reviewing and returning the samples to the Appellant, that delay does not estop the Government from denying payment for the copies of the Plan which the Contractor prematurely printed. THEREFORE, on the question of entitlement, as framed by the Appellant's revised settlement proposal of November 23, 1993, the Respondent's Motion is GRANTED and the Appellant's Cross-Motion is DENIED. FURTHERMORE, with regard to the quantum issue, the Board finds and concludes that while the Government clearly owes the Appellant some compensation on account of its termination of the contract for convenience, it cannot resolve the parties' dispute in this summary judgment proceeding because the record is inadequate for that purpose; i.e., there are potential genuine issues of material fact which are as yet undetermined. ACCORDINGLY, that matter is REMANDED to the parties for further development of the record and/or settlement, consistent with this opinion. It is so Ordered. April 23, 1996 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 October 28, 1994. GPO Instruction 110.12, Subject: Board of Contract Appeals Rules of Practice and Procedure, dated September 17, 1984, Rule 4 (Board Rules). The file consists of 32 documents, labeled Tabs A through FF, inclusive. Hereinafter the file is referred to as the R4 File, with an appropriate Tab letter also indicated. 2 At the telephone status conference of April 25, 1995, the Board said that if the parties adhered to the established schedule it would attempt to render a decision in this appeal by August 25, 1995. See RTSC, p. 3. However, because of the press of other Board business, as well as the untimely illness and subsequent death of the Board's Special Assistant, it was not able to meet this target date. 3 The parties agree that the R4 File is correct and complete (Jt. Stip., ¶ 1). In that regard, a party is bound by its stipulations, and such evidentiary agreements freely entered into are controlling and conclusive on all issues of fact. See Banta Co., supra, slip op. at 52-53 (citing Morelock v. NCR Corp., 586 F.2d 1096, 1107 (6th Cir. 1978), cert. denied 441 U.S. 906, 99 S.Ct. 1995 (1979); Bromley Contracting Co., Inc. v. United States, 14 Cl. Ct. 69, 74 (1987), aff'd 861 F.2d 729 (Fed. Cir. 1988); Gresham & Co. v. United States, 200 Ct. Cl. 97, 112, 470 F.2d 542, 551 (1972); FED. R. CIV. P. 16). While a court or board may reject a factual stipulation if it is "demonstrably false" or contrary to the record evidence, the record here fails to disclose any facts which would contradict the stipulation in this case. See Professional Printing of Kansas, Inc., GPO BCA 02-93 (May 19, 1995), slip op. at 43, fn. 57, 1995 WL 488488 (citing Dillon, Read & Co., Inc. v. United States, 875 F.2d 293 (Fed. Cir. 1989); Bromley Contracting Co., Inc. v. United States, supra, 14 Cl. Ct. at 74; Kaminer Construction Corp. v. United States, 203 Ct. Cl. 182, 197, 488 F.2d 980, 988 (1973)). See also Banta Co., supra, slip op. at 53. 4 Under GPO's printing procurement regulation: ". . . the period for approval/disapproval by the Government as indicated in the specifications shall not begin until proper samples are received by the Contracting Officer." See Printing Procurement Regulation, GPO Publication 305.3 (Rev. 10-90), Chap. XII, Sec. 4, ¶ 2.a. (hereinafter PPR). 5 GPO's Quality Assurance Through Attributes Program, GPO Publication 310., effective May 1979 (Revised November 1989), which is incorporated in the contract by reference, shall be referred to hereinafter as the QATAP Manual (R4 File, Tab B, p. 13). 6 The Board has previously observed that GPO's "Termination for Convenience" clause is essentially a verbatim adoption of the "long-form" clause in the Federal Acquisition Regulation (hereinafter FAR), 41 C.F.R. 1.000 et seq. (1994), relating to convenience terminations of fixed-price contracts. See New South Press & Assoc., Inc., GPO BCA 14-92 (January 31, 1996), slip op. at 4-5 (hereinafter New South Press II); R.C. Swanson Printing and Typesetting Co., GPO BCA 15-90, Supplemental Decision (July 1, 1993), slip op. at 18, 1993 WL 526638 (citing FAR, 52.249-2). 7 Procurement Directive 306.2 shall hereinafter be referred to as the GPO Cost Directive. 8 The record indicates that for the purposes of performing this contract, the Appellant had entered into a joint venture with another company-Queen City Reprographics and Design of Cincinnati, Ohio (R4 File, Tabs D and F; Jt. Stip., ¶ 11). However, the joint venture agreement clearly made the Contractor the controlling partner, with full responsibility for fixing all work performed under the contract, including its own, and providing all necessary administrative services (R4 File, Tab F). 9 The parties stipulated that the Appellant has dealt with three different GPO Contracting Officers during this controversy; i.e., Robert G. Seibert (August 24, 1993 to December 30, 1993); Roger White (January 10, 1994 to January 28, 1994); Aurelio E. Morales (February 22, 1994 to the present). See Jt. Stip., ¶ 23. The Contract Administrator throughout has been Ronald L. Ostrander. Id. 10 By implication, this change also extended the contract date for receipt of pre-production samples from August 30, 1993, to September 1, 1993. See GPO Contract Terms, Contract Clauses, ¶ 12(c). 11 The day of the week of a particular date is a matter "capable of accurate and ready determination by resort to sources whose accuracy cannot be questioned," e.g., a calendar, and hence is a fact appropriate for judicial notice by the Board for the purposes of this decision. FED. R. EVID. 201(b)(2). See Asa L. Shipman's Sons, Ltd., GPO BCA 06-95 (August 29, 1995), slip op. at 21, fn 24, reconsid. denied Decision on Motion for Reconsideration and Order (February 13, 1996). 12 The parties stipulated that by their calculations the 5 workdays of the withholding period ended on Wednesday, September 8, 1993 (Jt. Stip., ¶ 24). The Board interprets this to mean that by September 8, 1993, the Government's approval/disapproval/change window had closed. In the context of this decision, however, the 1 day difference between the parties stipulation and the Board's own reference to the calendar is de minimis. 13 Among other things, MMES wanted: (a) two additional signature pages to replace the original page labeled "prepared by;" (b) pages viii, ix, xii, xiii, 4-6, 4-33 through 4-38, 4-65, 4-70, 4-76, 4-79, 4-82, and 6-1 through 6-117 changed (new camera copy was provided); (c) a heavier and whiter paper for several maps; (d) correction of the Figure 4-17 map and the Figure 7-1 chart which were upside down; (e) lightening of the colors for Figure 4-21; and (f) restoration of the circle showing the ANS reactor on Figure 8-3, which was missing on the sample (R4 File, Tab M). 14 Among other things, the Appellant noted that: (a) color correcting samples produced on a Canon 500 would not be possible on a Versatec 8944; (b) no circle denoting the ANS reactor on Figure 8-3 was included on the original copy; (c) the paper which the MMES though was not heavy or white enough was the stock required on the Versatec 8944; and (d) the revised pre-production samples would virtually look like the original proofs (R4 File, Tab O). 15 The Contractor calculated its costs as follows: (a) computer time-$2,700.00; (b) printing of large format maps-$2,640.00; (c) toner, premix and intensifier for the Versatec machine-$4,134.00; (d) paper for the Versatec machine-$1,231.00; (e) toner for the Canon machine-$464.00; (f) paper and running costs for black and white copies-$477.00; (g) trimming of maps-$160.00; (h) Federal Express and United Parcel Service delivery costs-$115.00; (i) tabs-$710.00; and (j) reinforcing map edges-$310.00 (R4 File, Tab R). 16 The Contracting Officer's Settlement Determination was based on the Appellant's proposal of November 23, 1993, asking for compensation in the amount of $38,104.26. However, before the Board the Contractor has renewed its demand for payment of the full contract price of $56,127.73, plus interest from September 15, 1993, until paid, attorneys' fees and costs. See Complaint, ¶ 10; R4 File, Tab R. Indeed, on November 28, 1994, the Board received a document from the Contractor entitled "Appellant's Rule 12.1(c) Election," which was not an election at all, but rather a disclaimer of eligibility for either of the Board's optional procedures; i.e., Small Claims (Expedited) or Accelerated Procedure, because "its claim is for a sum in excess of $50,000.00." See Board Rules, Rules 12.1-12.3. 17 To the extent that the Respondent acknowledges its duty to pay for the pre-production samples, it asserts that its offer of $2,075.96 was fair and in full satisfaction of the Contractor's settlement proposal, and consistent with GPO Contract Terms, Contract Clauses, ¶ 19 (Termination for the Convenience of the Government). RPTC, p. 6. 18 The Contractor also asserts that it was obligated to proceed with performance because of the general rule which requires a contractor to do so pending resolution of any dispute regarding the contract. Cross-Motion, p. 8 (citing Ross Engineering Co., Inc. v. United States, 92 Ct.Cl. 253 (1941), for the propositions: (a) the Government has an implied obligation to provide a notice to proceed within a reasonable time if the contract itself is silent as to the date; and (b) the corollary is equally true, i.e., if the contract does provide a specific "not to proceed" date, the contractor must perform if such a notice is not forthcoming.). However, the Appellant misconstrues the principle, which is not applicable in this case. In that regard, the contract's "Disputes" clause provides, in pertinent part: "Pending final decision of a dispute hereunder, the contractor shall proceed diligently with performance in accordance with the Contracting Officer's decision." See GPO Contract Terms, Contract Clauses, ¶ 5(d). Except for some minor language variations, this is the same policy applied to Executive Branch contracts by the "Disputes" clause in the FAR. See FAR § 52.233-1(h). See also Contract Disputes Act of 1978 (CDA), 41 U.S.C. § 605(b), which provides: "Nothing in this chapter shall prohibit executive agencies from including a clause in government contracts requiring that pending final decision of an appeal, action, or final settlement, a contractor shall proceed diligently with performance of the contract in accordance with the contracting officer's decision." By its terms, the precept requires, inter alia, a clear direction from the Contracting Officer before the contractor is obligated to proceed with performance. See Sterling Printing, Inc., GPO BCA 20-89 (March 28, 1994), slip op. at 36-37, 1994 WL 275104, reconsid. denied Sterling Printing, Inc., GPO BCA 20-89 (July 5, 1994), 1994 WL 377592. Accord Altina Trucking, PSBCA No. 3341, 93-3 BCA ¶ 26,256; Twigg Corp., NASA BCA No. 62-0192, 93-1 BCA ¶ 25,318; F & D Construction Co., Inc., ASBCA No. 41441, 91-2 BCA ¶ 23,983; A. N. Xepapas, AIA, VABCA No. 3087, 91-2 BCA ¶ 23,799. Without such clear and unmistakable instructions from the Contracting Officer, the contractor has no duty whatsoever to proceed with performance while a dispute is pending. Neither Seibert or White told the Appellant, in clear and unmistakable terms, to complete the production-run of the Plan, so the rule is not applicable in this case. 19 Specifically, the Contractor alleges that: (1) Contracting Officer Seibert warned the Appellant not to print before the holding period expired, thus implying that the job was still due by September 15, 1993, unless timely notice of required changes was given; and (2) Contract Administrator Ostrander specifically told the MMES on August 31, 1993, to review the pre-production samples and either approve or disapprove them by September 7, 1993, or advise of any changes by that date so the job could be delayed. Cross-Motion, p. 9 (citing Jt. Stip., ¶ 7). 20 That the Appellant was ready, willing and able to perform the contract at all times, and in fact did complete printing the Plan prior to termination, is undisputed. Cross-Motion, p. 8 (citing Flagstad Affidavit, ¶ 8). 21 The Appellant cites GPO Contract Terms, Contract Clauses, ¶ 19(a)(6) as support for its claim "to be paid for all work in progress or completed at the time of termination of the contract. Cross-Motion, p. 6. The Contractor's reference to ¶ 19(a)(6) is an inadvertent typographic error-¶ 19(a) has no subparagraphs. The appropriate citation is ¶ 19(b) (6), which provides: "As directed by the Contracting Officer, [the contractor shall immediately] transfer title and deliver to the Government (i) work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (ii) the completed or partially completed plans, drawings, information, and other property that, if had been completed, would be required to be furnished to the Government." 22 Although contra proferentum is usually applied in cases where the parties have raised an ambiguity in contract language, the Appellant asserts that an ambiguity may not always be required for the doctrine to be appropriate. Cross-Motion, p. 7 (citing United States v. Seckinger, 397 U.S. 203, 210-11 (1970); United States v. English, 521 F.2d 63 (9th Cir. 1975)). 23 The Respondent, on the other hand, argues that the unreasonableness of Appellant's interpretation of the contract precludes the application of contra proferentum in this case. See Reply, pp. 2-3. 24 In that regard, the Appellant believes that the Respondent's reliance on the decision of the Armed Services Board of Contract Appeals (ASBCA) in Derrick Electric Co. is misplaced. Cross-Motion, p. 6. The Contractor sees that case as being distinguishable from this appeal because Derrick Electric Co. concerned a dispute as to whether the contracting officer had verbally approved an alleged modification to a contract. The ASBCA held that the contractor had no reason to believe its proposal had been approved and, thus there was no basis for an equitable estoppel against the Government. Similarly, the Appellant says that while GPO contends the court's opinion in Midwest Construction Co. supports its position, the decision also stands for the proposition that when the Government unreasonably delays the issuance of a notice to proceed with the work under a binding contract, it must bear the cost incurred by the contractor, at least until such time as the contract is terminated. Cross-Motion, p. 8. 25 Although the Appellant's claim for the full contract price ($56,127.73), includes, inter alia, its direct material costs, G & A expenses, plus a 20 percent profit, it also seeks settlement expenses and interest "pursuant to the Contract Disputes Act." Cross-Motion, p. 10. [Emphasis added.] While the Board can dispose of most all other aspects of the Contractor's claim, it has no authority to award interest. See Universal Printing Co., GPO BCA 9-90 (June 22, 1994), slip. op. at 55, fn. 54, 1994 WL 377586. See also New South Press & Assoc., Inc., supra, slip op. at 28, fn. 42. It is well-settled that a contractor cannot recover interest on a claim against the United States unless there is an express provision in the contract or a relevant statute permitting such payment. See Maitland Brothers Co., ASBCA No. 40388, 93-3 BCA ¶ 26,007, at 129,305, motion for reconsid. denied 94-1 BCA ¶ 26,285. See also Fidelity Construction Co. v. United States, 700 F.2d 1379 (Fed. Cir. 1983), cert. denied 464 U.S. 826 (1984); Reese Industries, ASBCA No. 36077, 89-1 BCA ¶ 21,255. Because GPO is an entity of the Legislative Branch, and not an "agency" within the Executive Branch, it is not covered by either the CDA, see Universal Printing Co., supra, slip. op. at 2, fn. 3 (citing Tatelbaum v. United States, 749 F.2d 729, 730 (Fed. Cir. 1984), or the interest provisions of the Prompt Payment Act of 1982, as amended, 31 U.S.C. § 3901 et seq., see Chavis and Chavis Printing, GPO BCA 20-90 (February 6, 1991), slip. op. at 7, n. 7, 1991 WL 439270. Furthermore, the GPO Cost Directive, which as observed at the outset applies to this contract, expressly disallows interest on borrowings (however represented) and directly associated costs. GPO Cost Directive, Sec. 3, ¶ 28. Since the Board takes its authority from the contract itself, see The Wessel Co., Inc., GPO BCA 8-90 (February 28, 1992), slip. op. at 32-33, 1992 WL 487877; Automated Datatron, Inc., GPO BCA 20-87 (March 31, 1989), slip op. at 4-5, 1989 WL 384973; Bay Printing, Inc., GPO BCA 16-85 (January 30, 1987), slip op. at 9, 1987 WL 228975; Peak Printers, Inc., GPO BCA 12-85 (November 16, 1986), slip op. at 6, 1986 WL 181453. it cannot award a contractor compensation which is specifically prohibited by its terms, see Universal Printing Co., supra, slip. op. at 55, fn. 54. Accordingly, regardless of the ultimate outcome in this dispute with respect to the quantum of the Appellant's recovery, its request for interest must perforce be denied. 26 Perhaps that is not surprising since the Appellant's position on entitlement is tantamount to a nullification of the Government's termination action altogether; i.e., it wants to be paid on the basis of full performance of the contract (short of delivery). 27 The Board Rules specifically identify only two types of motions; i.e., motions for dismissal for lack of jurisdiction and motions for reconsideration. See Board Rules, Rules 5, 12.4 (reconsideration in small claims (expedited) and accelerated procedure cases) and 29 (reconsideration in cases conducted under the regular procedure). 28 One of the principal purposes of summary judgment is to isolate and dispose of factually unsupported claims or defenses, see Celotex Corp. v. Catrett, 477 U.S. 317, 323-24 (1986), and to cut through the pleadings and distinguish substantial issues from phantom issues raised only in the pleadings, see Ite, Inc., NASA BCA No. 1086-6, 88-1 BCA ¶ 20,269, at 102,595-96 (citing, 6 J. MOORE, W. TAGGART & J. WICKER, MOORE'S FEDERAL PRACTICE § 56.15(2) (2d ed. 1985)). As a consequence, the procedure is deemed "an integral part of the Federal Rules as a whole, which are designed `to secure the just, speedy and inexpensive determination of every action.'" See Celotex Corp. v. Catrett, supra, 477 U.S. at 327 (citing FED. R. CIV. P. 1; William W. Schwarzer, Summary Judgment under the Federal Rules: Defining Genuine Issues of Material Fact, 99 F.R.D. 465, 467 (1987)). See also Board Rules, Preface to Rules, ¶ VI.C. Indeed, district courts have the power to enter such judgments sua sponte, provided that the losing party has notice that it must come forward with all of its evidence. See Celotex Corp. v. Catrett, supra, 477 U.S. at 326 (citing, 10A C. Wright, A. Miller & M. Kane, Federal Practice and Procedure, § 2720, pp. 28-29 (1983)). While courts are reluctant to deprive a litigant of the right to a jury trial, nonetheless they recognize that the summary procedure, "properly employed," is a useful device for unmasking frivolous claims and putting a swift end to meritless litigation. See IBM Poughkeepsie Employees Federal Credit Union v. Cumis Insurance Society, Inc., 590 F.Supp. 769, 771 (S.D.N.Y. 1984) (citing Quinn v. Syracuse Model Neighborhood Corp., 63 F.2d 438, 445 (2d Cir. 1980); Applegate v. Top Associates, Inc., 425 F.2d 92, 96 (2d Cir. 1970)). However, courts always have discretion to deny the motion even where the moving party seems to have discharged its summary judgment burden. See e.g., Flores v. Kelley, 61 F.R.D. 442 (D.Ind. 1973); John Blair & Co. v. Walton, 47 F.R.D. 196, 197 (D.Del. 1969). In such cases, the thinking is that regardless of whether the burden is met, the court should have the freedom to allow the case to continue when it has any doubt as to the wisdom of terminating the action prior to a full trial. See e.g., Baca v. United States, 29 Fed.Cl. 354, 358 (1993) ("A trial court may deny summary judgment, if `there is reason to believe that the better course would be to proceed to trial.'" [Citation omitted.]) See also Olberding v. Department of Defense, et al., 564 F.Supp. 907, 908, fn. 1 (D.Ia. 1982), aff'd 709 F.2d 621 (8th Cir. 1983). Furthermore, where difficult legal issues are involved, the court can refuse summary judgment on the ground that a fuller development of the facts may serve to clarify the law or help indicate its application to the case. See e.g., Davidson v. Stanadyne, Inc., 718 F.2d 1334, 1339, (5th Cir. 1983); Security Pacific National Bank v. OL.s. Pacific Pride, O/N, 549 F.Supp. 53, 55 ((D.Wash. 1982). 29 The Board's research indicates that agency contract appeals boards are somewhat less strict in applying Rule 56 than are the courts. See Vanier Graphics, Inc., supra, slip op. at 36, fn. 29. The reason for this apparent leniency probably has something to do with the nature of the administrative process itself. In that regard, the Supreme Court instructs that: "Rule 56 must be construed with due regard not only for the rights of persons asserting claims and defenses that are adequately based in fact to have those claims and defenses tried to a jury, but also for the rights of persons opposing such claims and defenses to demonstrate in the manner provided by the Rule, prior to trial, that the claims and defenses have no factual basis." See Celotex Corp. v. Catrett, supra 477 U.S. at 327. [Emphasis added.] Administrative proceedings, of course, are not intended to confront the parties with all the rigors of courtroom litigation before a jury. Furthermore, it is axiomatic that in administrative hearings the strict rules of evidence do not apply. See Federal Trade Commission v. Cement Institute, 333 U.S. 683, 705-06 (1948). See also, Donovan v. Sarasota Concrete Co., 693 F.2d 1061, 1066 (11th Cir. 1982); Calhoun v. Bailar, 626 F.2d 145, 148 (9th Cir. 1980). For evidence to be admitted in an administrative proceeding it must only be relevant and material, and no attention is paid to whether the proof would be admissible in court. See Grant Associates, Inc. v. United States, 11 Cl.Ct. 816 (1987). Indeed, an administrative body may exclude evidence otherwise admissible under the Federal Rules. See Carpenter Sprinkler Corp. v. National Labor Relations Board, 605 F.2d 60,66 (2d Cir. 1979). Perhaps the best known difference between the courts and administrative forums is the use of hearsay evidence, which is fully admissible in administrative proceedings. See Evosevich v. Consolidation Coal, 789 F.2d 1021 (3rd Cir. 1986); Williams v. Department of Transportation, 781 F.2d 1573 (11th Cir. 1986), rehearing denied 794 F.2d 687 (1987). In that regard, hearsay proof is allowed if it is relevant and material, see Veg-Mix, Inc. v. Department of Agriculture, 832 F.2d 601 (D.C. Cir. 1987), and otherwise reliable, adequate, probative and fundamentally fair, see e.g. Mobile Consortium of CETA Alabama v. Department of Labor, 745 F.2d 1416 (11th Cir. 1984); Diaz v. Postal Service, 658 F.Supp. 484 (E.D. Cal. 1987). See also Pitts on behalf of Pitts v. United States, 1 Cl.Ct. 148 (1983). 30 The Federal summary judgment rule provides: "[A]n adverse party may not rest upon the mere allegations or denials of his pleadings, but his response, by affidavits or as otherwise provided in this rule, must set forth specific facts showing that there is a genuine issue for trial. If he does not so respond, summary judgment, if appropriate, shall be entered against him." FED. R. CIV. P. 56(e). See Celotex Corp. v. Catrett, supra, 477 U.S. at 324; First National Bank of Arizona v. Cities Service Co., 391 U.S. 253, 289 (1968); Mingus Constructors, Inc. v. United States, 812 F.2d 1387, 1390-91 (Fed. Cir. 1987). See also Do-Well Machine Shop, Inc., ASBCA No. 34898, 89-1 BCA ¶ 21.491, at 108,281; Ite Inc., supra, 88-1 BCA at 102,595. 31 See note 3 supra. 32 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. See McDonald & Eudy Printers, Inc., supra, slip op. at 14, fn. 12; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 42. See also International Business Investments, Inc. v. United States, 17 Cl. Ct. 122 (1989), aff'd 895 F.2d 1421 (Fed. Cir. 1990) (contract terms are not rendered ambiguous by the mere fact that the parties disagree as to their meaning; there must be reasonable uncertainty of meaning); Perry & Wallis, Inc. v. United States, 192 Ct. Cl. 310, 315, 427 F.2d 722, 725 (1970) (quoting Bishop Engineering Co. v. United States, 180 Ct. Cl. 411, 416 (1967)). 33 In such cases, the doctrine of contra proferentem applies and the dispute language will be construed against the drafter, see 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)); Professional Printing of Kansas, Inc., supra, slip op. at 48, fn. 64; Web Business Forms, Inc., supra, slip op. at 18, fn. 18; R.C. Swanson Printing and Typesetting Co., supra, slip 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, see Fry Communications, Inc./ InfoConversion Joint Venture v. United States, supra, 22 Cl. Ct. at 510 (citing, Fruin-Colon Corp. 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)); Professional Printing of Kansas, Inc., supra, slip op. at 48, fn. 64; Web Business Forms, Inc., supra, slip op. at 19, fn. 18. 34 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. See Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl. Ct. at 504 (citing, Newsom v. United States, supra, 230 Ct. Cl. at 303. See also Interstate General Government Contractors, Inc. v. Stone, 980 F.2d 1433 (Fed. Cir. 1992); Enrico Roman, Inc. v. United States, 2 Cl. Ct. 104, 106 (1983); S.O.G. of Arkansas v. United States, 212 Ct.Cl. 125, 546 F.2d 367 (1976); Beacon Construction v. United States, 314 F.2d 501 (Ct.Cl. 1963)); Universal Construction Co., NASA BCA No. 83-1092, 93-3 BCA ¶ 26,173; Harwood Construction Co., NASA BCA No. 1165-45, 68-1 BCA ¶ 6768. 35 The purpose of any rule of contract interpretation is to carry out the intent of the parties. Hegeman-Harris & Co., 194 Ct. Cl. 574, 440 F.2d 1009 (1971). 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 Co. v. United States, 198 Ct. Cl. 712, 461 F.2d 1330 (1972). See also Salem Engineering and Construction Corp. v. United States, supra, 2 Cl. Ct. at 806. The provisions of the contract itself should provide the evidence of the objective intent of the parties. 36 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. See Elden v. United States, 223 Ct. Cl. 239, 617 F.2d 254 (1980). Similarly, technical terms are given their technical meaning. See Coastal Drydock and Repair Corp., ASBCA No. 31894, 87-1 BCA ¶ 19,618; Industrial Finishers, Inc., ASBCA No. 6537, 61-1 BCA ¶ 3,091. Likewise, terms special to Government contracts will be given their technical meanings. See General Builders Supply Co. v. United States, 187 Ct. Cl. 477, 409 F.2d 246 (1969) (meaning of "equitable adjustment"). As for extrinsic evidence of the intent of the parties, the rules of construction allow, inter alia, custom and trade usage to explain or define terms. See W. G. Cornell Co. v. United States, 179 Ct. Cl. 651, 376 F.2d 199 (1967); Harold Bailey Painting Co., ASBCA No. 27064, 87-1 BCA ¶ 19,601 (definition of "spot painting"). However, custom and trade usage may not contradict clear or unambiguous terms. See WRB Corp. v. United States, 183 Ct. Cl. 409, 436 (1968). 37 In circumstances where the Government delay is caused by such changes to the product, the contractor may be entitled to an equitable adjustment in addition to an extension of the delivery schedule. See GPO Contract Terms, Contract Clauses, ¶ 4(b). See also Banta Co., supra, slip op. 35. 38 In so doing, the Board expressly rejected the two main arguments of the contractor, namely: (a) as long as the initial samples conformed to the original specifications, the "PRIOR TO PRODUCTION SAMPLES" specification prevented the Government from rejecting them merely because of an author's error; and (b) instead of making pre-production proofs and then removing the job from the presses until the samples are approved for final printing, the customary practice in the trade is to print the entire quantity ordered to save costs. See McDonald & Eudy, supra, slip op. at 10-11. The Board viewed the contractor's contention that samples which conformed to the original specifications were not rejectable simply because of an author's error, as so without merit as to warrant no discussion. In the Board's opinion, there was no basis in procurement law for the contractor's theory, under which the Government could never correct an honest error without, in effect, being penalized by paying double for the privilege of doing so. See McDonald & Eudy, supra, slip op. at 22, fn. 19 (citing Serigraphic Arts, Inc., GPOCAB 22-79 (May 8, 1980), 1980 WL 81264). As for the contractor's defense that in prematurely printing the full quantity of test booklets ordered it was merely following a cost-saving custom of the trade, the Board applied the settled rule of construction which holds that custom and trade usage may not contradict clear or unambiguous terms. See McDonald & Eudy, supra, slip op. at 21-22 (citing WRB Corp. v. United States, supra, 183 Ct. Cl. at 436; Sterling Printing, Inc., supra., slip op. at 25, fn. 38. 39 The Board surmised that the reason for this paucity of cases was because "the meaning of the key contract provisions are so obvious that a reasonable contractor could have no doubt as to their meaning-they are impossible to misconstrue or misunderstand." See McDonald & Eudy, supra, slip op. at 22. 40 The Board's was created by the Public Printer in 1984. See GPO Instruction 110.10C, Subject: Establishment of the Board of Contract Appeals, dated September 17, 1984. Before then, ad hoc panels considered disputes between contractors and GPO. The Board cites the decisions of these ad hoc boards as GPOCAB. See note 38 supra. While the Board is not bound by their decisions, its policy is to follow the rulings of the ad hoc panels where applicable and appropriate. See New South Press II, slip op. at 32, fn. 45; Shepard Printing, GPO BCA 23-91 (April 29, 1993), slip op. at 14, fn. 19, 1993 WL 526848 (Shepard I); Stephenson, Inc., GPO BCA 02-88 (December 20, 1991), slip op. at 18, fn. 20, 1991 WL 439274; Chavis and Chavis Printing, supra, slip op. at 9, fn. 9. 41 Estoppel is often confused with the principle of finality, which accomplishes the same result. However, estoppel and finality differ in two important respects: (a) only estoppel requires detrimental reliance by the party who seeks to invoke it; and (b) finality depends on Government statements or conduct which is contractually binding through the operation of legal principles such as offer and acceptance, acceptance of goods, etc., while estoppel rests on elemental notions of fairness without regard to the contractually binding nature of the Government's representations or actions. See generally Cibinic & Nash, pp. 71, 76-77 (citing H & M Moving, Inc. v. United States, 204 Ct. Cl. 696, 499 F.2d 660 (1974); Emeco Industries, Inc. v. United States, 202 Ct. Cl. 1006, 485 F.2d 652 (1973); Dana Corp. v. United States, 200 Ct. Cl. 200, 470 F.2d 1032 (1972); Gresham & Co. v. United States, 200 Ct. Cl. 97, 470 F.2d 542 (1972); Manloading & Management Associates, Inc. v. United States, 198 Ct. Cl. 628, 461 F.2d 1299 (1972); Litton Systems, Inc. v. United States, 196 Ct. Cl. 133, 449 F.2d 392 (1971); Mercury Machine & Manufacturing Co., ASBCA No. 20068, 76-1 BCA ¶ 11,809; Lockheed Shipbuilding & Construction Co., ASBCA No. 18460, 75-1 BCA ¶ 11,246, reconsid. denied 75-2 BCA ¶ 11,566; Unidynamics/St. Louis, Inc., ASBCA No. 17592, 73-2 BCA ¶ 10,360; Peninsular ChemReseach, Inc., ASBCA No. 14384, 71-2 BCA ¶ 9066; Fink Sanitary Service, Inc., 53 Comp. Gen. 502 (B-179040), 74-1 CPD ¶ 36). 42 Generally, estoppel in cases involving the Federal Government are decided on an ad hoc basis. The Supreme Court has consistently refused to adopt a flat rule that estoppel may not in any circumstances run against the Government. See Richmond, supra, 496 U.S. at 423, 110 S.Ct. at 2470-71; Heckler, supra, 467 U.S. at 60, 104 S.Ct. at 2224. However, the case law also shows that the Supreme Court takes a very strict approach to estoppel claims involving public funds, and has never upheld such a claim against the Government for the payment of money. See Richmond, supra, 496 U.S. at 426-27, 110 S.Ct. at 2472-73; Heckler, supra, 467 U.S. at 63, 104 S.Ct. at 2225. One reason is that if estoppel against the Government is extended to its logical conclusion in the context of payment of money from the Treasury, it could in fact render the Appropriations Clause of the United States Constitution a nullity. U.S. CONST. art. I, § 9, cl. 7. See Richmond, supra, 496 U.S. at 4428, 110 S.Ct. at 2473. The precise effect of the Supreme Court's Richmond decision on contract cases is unclear, primarily because the awards sought by Government contractors are generally based on contract principles that do not contravene the eligibility requirements contained in federal statutes. Thus the lower courts tend to limit the reach of Richmond to claims of entitlement contrary to statutory appropriations. See Gould, Inc. v. United States, 67 F.3d 925, 930 (Fed. Cir. 1995); Burnside-Ott Aviation Training Center, Inc. v. United States, 985 F.2d 1574, 1581 (Fed. Cir. 1993); Tri-O, Inc. v. United States, 28 Fed. Cl. 463, 473 (1993); Hoskins Lumber Co., Inc. v. United States, 24 Cl.Ct. 259, 264 (1991). 43 It has been suggested that aside from these four criterion, the contractor may also have to show affirmative misconduct by Government employees. See Howard v. United States, 23 Cl. Ct. 432 (1991); New England Tank Industries of New Hampshire, Inc., ASBCA No. 26474, 88-1 BCA ¶ 20,395, vacated and remanded on other grounds, 861 F.2d 685 (Fed. Cir. 1988). However, it is also clear that: ". . .the [G] overnment does not engage in affirmative misconduct by challenging the validity of its employees' acts or agreements." See Hazeltine Corp. v. United States, supra, 10 Cl.Ct. at 444 (1986). 44 Where the actual authority of the Government representative is at issue, the burden of proof is on the contractor, and it is a substantial one. See B & B Reproductions, supra, slip op. at 34 (citing Haber v. United States, 17 Cl. Ct. 496 (1989), aff'd 904 F.2d 45 (1990); Heckler, supra, 467 U.S. at 61, 104 S.Ct. at 2224 ("heavy burden")). Specifically, the contractor must show that the Government agent had actual authority to make or modify a contract-apparent authority will not suffice. See B & B Reproductions, supra, slip op. at 34; Printing Corp. of the Americas, Inc., GPO BCA 14-84 (January 28, 1985), slip op. at 11, 1985 WL 154851. See also Heckler, supra, 467 U.S. at 63, 104 S.Ct. at 2225, fn. 17; Federal Crop Insurance Corp. v. Merrill, supra, 332 U.S. at 384, 68 S.Ct. at 3; Shearin v. United States, 25 Cl. Ct. 294, 297 (1992). Stated otherwise, an estoppel against the Government cannot be based on the unauthorized actions or misrepresentations of its agents, or acts beyond the scope of their authority. See Howard v. United States, 31 Fed. Cl. 297 (1994); New America Shipbuilders, Inc. v. United States, 15 Cl. Ct. 141 (1988); aff'd, 871 F.2d 1077 (Fed.Cir. 1989); Shearin v. United States, supra; Hoskins Lumber Co., Inc. v. United States, supra. See also Essen Mall Properties v. United States, 21 Cl. Ct. 430 (1990) (Postal Service negotiator lacked implied actual authority to bind the Postal Service to a lease); Lance Dickinson & Co., ASBCA No. 36408, 89-3 BCA ¶ 22,198, reconsid. denied, 90-1 BCA ¶ 22,511 (no implied contract where contractor knew that Government employee lacked authority to contract). As the Supreme Court has noted: "[t]his is consistent with the general rule that those who deal with the Government are expected to know the law and may not rely on the conduct of Government agents contrary to law." See Heckler, supra, 467 U.S. at 63, 104 S.Ct. 2225. Finally, the contractor has an affirmative obligation to ascertain the authority of the Government employees with whom it deals, see Hoskins Lumber Co., Inc. v. United States, supra, 24 Cl.Ct. at 264; Johnson v. United States, 15 Cl.Ct. 169, 174 (1988); Prestex, Inc. v. United States, 3 Cl.Ct. 373, 377 (1983), unless the requisite authority can be implied as an integral part of the employee's assigned duties, see H. Landau & Co. v. United States, 886 F.2d 322 (Fed. Cir. 1989); Sigma Construction Co., ASBCA No. 37040, 91-2 BCA ¶ 23,926; Jordan & Nobles Construction Co., GSBCA No. 8349, 91-1 BCA ¶ 23,659; DOT Systems, Inc., DOTCAB No. 1208, 82-2 BCA ¶ 15,817; Switlik Parachute Co., Inc., ASBCA No. 17920, 74-2 BCA ¶ 10,970. 45 This is not to say that the Board does not have other concerns about the statement attributed to Seibert. Clearly, by entering the record through the Flagstad Affidavit, the Seibert statement is hearsay. Hearsay is defined as "a statement made by the out-of-court declarant which is offered into evidence to prove the truth of the matter asserted." FED. R. EVID. 801. See Asa L. Shipman's Sons, Ltd., supra, slip op. 11-12, fn. 16 (quoting Taylor Air Systems, Inc., ASBCA No. 25526, 84-1 BCA ¶ 17,141, at 85,396), reconsid. denied GPO BCA 06-95 (February 13, 1996). As a rule, credible hearsay is admissible in administrative proceedings, including those of this Board. See Vanier Graphics, Inc., supra, slip op. at 36, fn. 29 (hearsay evidence is admissible in administrative proceedings provided it is relevant and material, and otherwise reliable, adequate, probative, and fundamentally fair. [Citations omitted.]). Accord Southwest Marine, Inc., DOTBCA No. 1661, 93-3 BCA ¶ 26,168; Rocky Mountain Trading Co., GSBCA No. 8671-P, 87-1 BCA ¶ 19,406; Johnson & Son Erector Co., ASBCA No. 23689, 86-2 BCA ¶ 18,931; Hof Construction, Inc., GSBCA No. 7012, 84-1 BCA ¶ 17,009. On the other hand, "rank hearsay," that is statements more in the nature of speculation, are not entitled to any credence whatsoever and are inadmissible. See Asa L. Shipman's Sons, Ltd., supra (citing Amdahl Corp. v. Department of Health and Human Services, GSBCA No. 11998-P, 93-2 BCA ¶ 25,612, at 127,488). The troubling aspect of the Flagstad Affidavit, which is dated June 26, 1995, is, of course, that it was submitted nearly a year and a half after Seibert retired from GPO (December 31, 1993),a fact which the Board takes judicial notice of for the purposes of this proceeding. See Asa L. Shipman's Sons, Ltd., supra, slip op. at 21, fn. 24; FED. R. EVID. 201(b)(2). Consequently, there was no opportunity to ascertain the accuracy or veracity of what he is reputed to have said, or to determine whether it was reasonable for the Appellant to assume that it had his permission to produce the Plan if the pre-production proofs were not returned by the end of the 5 workday holding period. However, the Respondent has not objected to the Board's consideration of Seibert's statement, as related by the Contractor. More importantly, the Board sees nothing in the Contracting Officer's words as adding anything to the contract itself; i.e., by its terms, the agreement only allowed the Government 5 workdays to review and return the pre-production proofs, and for reasons already given, it would have been inconsistent with the contract for the Appellant to print the Plan during that time. See McDonald & Eudy, supra, slip op. at 18. Similarly, even if Seibert really believed on September 5, 1995, that the MMES "only" had 5 workdays to retain the samples, the contract's "CHANGES" clause would have allowed the Government to alter the holding period "at any time" after that date. See Banta Co., supra, slip op. 35. Besides, the Board finds it difficult to interpret that Seibert's explicit instructions not to produce the Plan during the holding period, as justification for the Appellant to automatically assume that it was "OK to Print" it afterward. By analogy, nothing in the command "Don't beat your wife today!" in any way implies that it is alright to thrash her tomorrow simply because "tomorrow is another day" (Scarlett O'Hara, Gone With The Wind). 46 Or, in the alternative, the Appellant would have to argue that GPO knew or had reason to know that DOE/MMES would retain the proofs beyond the 5 workday limit notwithstanding the express language of the contract, thus negating its terms, and purposely misleading the Contractor into believing that it was alright to print the Plan without the return of the samples and receipt of an "OK to Print." Such an allegation is tantamount to saying that either the Respondent or DOE/MMES, or the both of them together, acted in bad faith. However, the Board has held on many 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., Asa L. Shipman's Sons, Ltd., supra, slip op. at 12, fn. 16; Professional Printing of Kansas, Inc., supra, slip op. at 43, fn. 58; Universal Printing Co., supra, slip op. at 24, fn. 24; B. P. Printing and Office Supplies, GPO BCA 14-91 (August 10, 1992), slip op. at 16, 1992 WL 382917; The Standard Register Co., GPO BCA 4-86 (October 28, 1987), slip op. at 12-13, 1987 WL 228972. Accord Brill Brothers, Inc., ASBCA No. 42573, 94-1 BCA ¶ 26,352; 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. See Stephenson, Inc., supra, slip op. at 54. See also Kalvar Corp. v. United States, 543 F.2d 1298, 1302 (Ct. Cl. 1976), cert. denied, 434 U.S. 830 (1977). In the Board's view, no such "irrefragable" proof of bad faith exists in this record. 47 The Appellant's argument amounted to a damage claim for breach of contract. However, as previously mentioned, the Board is without jurisdiction to entertain such "pure" breach of contract claims. See The Wessel Co., Inc., supra, slip op. at 46; R.C. Swanson Printing and Typesetting Co., supra, slip op. at 41. 48 See note 37 supra. 49 By way of prologue, the Board noted that: "The Termination for Convenience of the Government clause is one of the most unique provisions contained in Government contracts. In no other area of contract law has one party been given such complete authority to escape from contractual obligations. This clause gives the Government the broad right to terminate without cause and limits the contractor's recovery to costs incurred, profit on work done, and costs of preparing the termination settlement proposal. Recovery of anticipated profit is precluded. Thus, this mandatory provision confers a major contract right on the Government with no commensurate advantage to the contractor." See New South Press II, supra, slip op. at 33-34 (quoting Cibinic & Nash, p. 1073). See also Tom Shaw, Inc., ENG BCA Nos. 5540, 5541, 89-3 BCA ¶ 21,961 (the Government's right to terminate a contract for its own convenience without suffering the usual penalties for breach of contract, is an extraordinary right with a commensurate responsibility to be entirely fair in the exercise of the right). The Board also said that, historically, the power of the Government to terminate its contracts in the absence of a breach by the non-governmental party arose in order to limit the Government's liability during the unpredictable circumstances of war, and to shift some of the risk of changing conditions to the non-governmental party. See New South Press II, supra, slip op. at 34, fn. 48 (citing Plaza 70 Interiors, Ltd., HUD BCA No. 94-C-150-C9, 95-2 BCA ¶ 27,668, at 137,939; G.L. Christian & Associates v. United States, 160 Ct. Cl. 1, 312 F.2d 418, cert. denied 375 U.S. 954 (1963); Cibinic & Nash, pp. 1073-74). The right to terminate contracts for the convenience of the Government was later expanded to civilian and peacetime contracts. See New South Press II, supra, slip op. at 34, fn. 48 (citing Torncello v. United States, 231 Ct. Cl. 20, 681 F.2d 756, 764-66 (1982)). However, the Board also observed that because of the extraordinary powers vested in the Government to terminate contracts for its convenience, the courts and contract appeals boards have placed some limits on its exercise, and the authority can never be used to "dishonor [its] contractual obligations." See New South Press II, supra, slip op. at 34 (citing Maxima Corp. v. United States, 847 F.2d 1549, 1553 (Fed. Cir. 1988); Torncello v. United States, supra, 681 F.2d at 772). 50 The Board also quoted at length from the Veterans Administration Board of Contract Appeals (VABCA) decision in Arctic Corner, Inc. See New South Press II, supra, slip op. at 42-44. In that case, the VABCA, relying on the Court of Claims opinion in Codex Corp. v. United States, supra, 226 Ct. Cl. at 698-699, detailed its view of the "fairness" concept under the relevant provisions of the Federal Procurement Regulation (FPR), and stated, in pertinent part: "We will likewise approach the various disputed cost elements in this appeal with an eye toward fair compensation rather than imposing strict accounting principles upon the Appellant. . . .". See Arctic Corner, Inc., supra, 86-3 BCA at 97,456-57. See also Industrial Refrigeration Service Corp., supra, 91-3 BCA ¶ 24,093, at 120,594-95. 51 If the Board read this passage correctly, it seemed as if the ASBCA was respectfully disagreeing with the interpretation of the "fairness" concept enunciated by the Court of Claims in Codex Corp. v. United States, the ASBCA decision cited with approval by the GSBCA in Richerson Construction, Inc. and the VABCA in Arctic Corner, Inc. See New South Press II, supra, slip op. at 44-45, fn. 58. 52 The Board's ruling specifically relied on so much of the relevant provisions of the GPO Cost Directive and the PPR, both of which said, in pertinent part: "Further, notwithstanding the mandatory use of cost principles, the objective will continue to be to negotiate prices that are fair and reasonable, cost and other factors considered. [Emphasis added.]" See New South Press II, supra, slip op. at 45-46 (citing GPO Cost Directive, Sec. 2, ¶ 3 (Fixed- price contracts), p. 6,; PPR, Chap. VIII, Sec. 1, ¶ 3.a., p. 83). The Board also noted that the Respondent's regulations directed Contracting Officers not only to incorporate the cost principles and procedures of the GPO Cost Directive by reference in GPO contracts, but to use the precepts as the basis for "[p]roposing, negotiating, or determining costs under terminated contracts; . . .[Emphasis added.]" See New South Press II, supra, slip op. at 46 (citing GPO Cost Directive, Sec. 2, ¶ 4(b)(3) (Contracts with commercial and other organizations), p. 6; PPR, Chap. VIII, Sec. 1, ¶ 3.b., p. 83; R.C. Swanson, supra, Supplemental Decision, slip. op. at 5, fn. 5). Finally, the Board observed that the last ingredient in the cost principle mix for GPO contracts which are terminated for convenience, are the implementing provisions in GPO Contract Terms, which incorporate the GPO Cost Directive by reference. See New South Press II, supra, slip op. at 46 (citing GPO Contract Terms, Contract Clauses, ¶¶ 19(g), 45). 53 The Board did so fully aware that other contract appeals boards, like the ASBCA, have different ideas about the choice between "fairness" and strict adherence to cost accounting rules. However, the Board selected the philosophy which it believed was more in harmony with the underlying purposes of a convenience termination settlement. See New South Press II, supra, slip op. at 48, fn. 61. 54 In that regard, the "reasonable cost" concept: ". . . includes both `objective' and `subjective' elements . . . The objective focus is on the costs that would have been incurred by a prudent businessman placed in a similar overall competitive situation . . . However, unless it also takes into account the subjective situation of the contractor, a test of `reasonable cost' is incomplete." See Nager Electric Co., Inc. and Keystone Engineering Corp. v. United States, 194 Ct. Cl. 835, 851-53, 442 F.2d 936, 945-46 (1971) (hereinafter Nager Electric).