SHEPARD PRINTING
U.S. GOVERNMENT PRINTING OFFICE BOARD OF CONTRACT APPEALS WASHINGTON, D.C. 20401 In the Matter of ) ) The Appeal of ) ) SHEPARD PRINTING ) Docket No. GPO BCA 37-92 Program B717-S ) Purchase Order 91595 ) DECISION AND ORDER By letter dated October 2, 1992, Shepard Printing, 620-G East Diamond Avenue, Gaithersburg, Maryland 20877 (Appellant or Contractor), filed a timely appeal from the September 18, 1992, final decision of Contracting Officer Linwood Imlay, of the U.S. Government Printing Office's (Respondent or GPO or Government) Printing Procurement Department, Washington, DC 20401, rejecting the Appellant's request for an equitable adjustment of $11,979.38, representing the Contractor's loss of anticipated profits, when the Government failed to place an order for a Department of Labor (DOL or customer agency) Annual Report under its contract identified as Program B717-S, Purchase Order 91595 (R4 File, Tabs H and K).1 For the reasons which follow, the decision of the Contracting Officer is hereby AFFIRMED, and the appeal is DENIED.2 FINDINGS OF FACT3 1. On June 21, 1991, the Respondent issued an Invitation for Bids (IFB), soliciting bids on a single-award, term contract for the production and distribution of DOL General Wage Determination Reports (GWDRs), consisting of 52 Weekly Updates and an Annual Report (three volumes) (R4 File, Tab A, p. 5).4 The contract covered the period August 1, 1991 through July 31, 1992 (R4 File, Tab A, p. 1). 2. Among other specifications, the contract contained a "Requirements" clause, which stated, in pertinent part: This is a requirements contract for the items and for the period specified herein. Shipment/delivery of items or performance of work shall be made only as authorized by orders issued in accordance with the clause entitled "Ordering". The quantities of items specified herein are estimates only and are not purchased hereby. Except as may be otherwise provided in this contract, if the Government's requirements for the items set forth herein do not result in orders in the amounts or quantities described as "estimated", it shall not constitute the basis for an equitable price adjustment under this contract. Except as otherwise provided in this contract, the Government shall order from the contractor all the items set forth which are required to be purchased by the Government activity identified on page 1 (R4 File, Tab A, p. 4.)5 [Emphasis added.] 3. On August 6, 1991, the Respondent issued Purchase Order 91595 to the Appellant awarding it a contract for the contract price of $90,193.00 (R4 File, Tab D). It is undisputed that during the contract term the DOL issued print orders for the Weekly Updates, which were fulfilled by the Contractor. See, Report of Prehearing Conference (April 30, 1993), p. 3 (PCR). However, the record also shows that on July 24, 1992, during the term of the Appellant's contract, the DOL submitted 60 Printing and Binding Requisitions (Form SF-1) (hereinafter SF-1s) to the Respondent for the printing and publication of GWDRs, which were produced by GPO at its own facility.6 PCR, pp. 5-6. 4. The DOL did not issue any print order for the three volume Annual Report during the contract period. PCR, p. 3. The reason the DOL did not order the Annual Report in 1992, "as per the contract," was that the customer agency: . . . changed computer systems; during the process the system failed, losing much data. The past few months have been spent in getting it up and running, hoping to put out the next Annual Report by December or January this year (R4 File, Tab I). 5. On August 13, 1992, after the disputed contract had expired and the work had been awarded to a different printer under a new contract, the Appellant telephoned the Contracting Officer and raised the matter of compensation for the Annual Report, even though it was never ordered by the DOL (R4 File, Tab E). In response, the Contracting Officer told the Appellant to submit a proper claim for his consideration, although he also expressed the opinion that since such requirements are estimates only, claims of this nature are generally denied (R4 File, Tab E). 6. Accordingly, on August 24, 1992, the Contractor sent a letter to the Contracting Officer by facsimile transmission, seeking an equitable adjustment in the amount of $11,979.38 "because of the [G]overnment's failure to order the [A]nnual [R]eport, a specified requirement of the contract[.]" (R4 File, Tab F). In filing its claim, the Appellant reasoned: [The "Requirements" clause of the contract] . . . states in part that: ". . . If the Government's requirements for the items set forth herein do not result in orders in the amounts or quantities described as 'estimated,' it shall not constitute the basis for an equitable price adjustment under this contract.". . . .The Annual Report is not an estimated requirement but is a major part of the contract that represents approximately 36 percent of the bid price. The deletion of this requirement by the Government is tantamount to a constructive change to the contract and our company is entitled to recover anticipated profits because the Government is going to procure this item from a successor contractor to satisfy its requirement (R4 File, Tab F). [Emphasis added.] 7. The following day, when the Appellant telephoned the Contracting Officer to see if he had received the claim, it was advised that the Respondent would not issue a change order because: The contract is a requirements contract for estimated quantities. The quantity [of] requirements represent[s] the best estimate of forecast needs furnished by the [DOL] to GPO. The quantities are estimates only. The [Government] simply agrees that for the stated period it will use the contract to satisfy its actual requirements which may be more or less than the estimate (R4 File, Tab G). [Original emphasis.] 8. On September 18, 1992, the Contracting Officer issued a written final decision rejecting the equitable adjustment claim, essentially for the following reasons: (1) this was a requirements contract and the items covered were "estimates only;" (2) the contract quantities were reasonable estimates based on the past history of the program and DOL's previous orders; and (3) no print order was issued for the Annual Report because of a good faith decision by the Government to reduce its activity due to an unanticipated change in its situation ((R4 File, Tab H). Specifically, the Contracting Officer told the Appellant: As you pointed out, the Government originally estimated that during the term of the contract there would be one order placed for the Annual Report consisting of three volumes; however the order was never placed. This is a requirements contract. . . .[As stated in the "Requirements" clause], the quantities are estimates only. The Government agrees that for the stated time period, it will use the contract to satisfy its actual requirements, which may be more or less than the estimate. The estimated quantities are based on the past history of the contract and the agencies [sic] estimated quantities. The contractor is not entitled to compensation if the Government's failure to place orders results from either risks assumed by the contractor or good faith decisions of the Government to reduce its activity because of unanticipated changes in its situation. Therefore, your request for an equitable adjustment is denied. 9. On October 2, 1992, the Contractor appealed the Contracting Officer's final decision of September 18, 1992, to the Board (R4 File, Tab K). ISSUES PRESENTED As indicated by the Board at the close of the presubmission conference held on February 11, 1993, three questions are presented by the facts in this case: 1. Are covered items treated as separate entities under a "Requirements" clause, or are the specified estimated quantities controlling, if they are in good faith? 2. If the Annual Report was a separate requirement under the contract, did the DOL's failure to place an order for it amount to a change in the terms of the contract, and if so, is the Appellant entitled to an equitable adjustment for the profits it lost because of the Government's omission? 3. Were the SF-1s issued by the DOL on July 24, 1992, during the term of the Appellant's contract, covered by the Contractor's agreement, so that GPO breached the contract by printing the material in-house? See, PCR, pp. 6-7. POSITION OF THE PARTIES7 The central question in this appeal involves the proper interpretation of the "Requirements" clause of the contract. Appellant maintains that the plain meaning of so much of that clause which says that an equitable price adjustment can not be based on the failure of the Government to place orders ". . . for the items . . . in the amounts or quantities described as 'estimated'", is that the sentence refers only to changes in the "estimated" amounts or quantities, but not to the item itself.8 PCR, pp. 4-5. The essence of the Appellant's argument is its belief that "a 'requirement' is a need not an estimate." App. Brf., p. 1. The Contractor contends that since the Annual Report is a requirement and is listed as a separate item in the contract's "Schedule of Prices," not placing an order for the Annual Report and eliminating it altogether, amounts to a change in the contract by the Government. App. Brf., p. 2; App. R. Brf., p. 1. Thus, the Appellant also believes that the "Requirements" clause is inapposite to the facts of this case; i.e., a total failure to order a listed item. PCR, p. 5. With regard to the second issue, the Contractor contends that when the DOL did not place an order for the Annual Report it effectively eliminated more than a third of the printing required under the contract, and caused the Appellant a loss in estimated profits. PCR, p. 5. The Appellant argues that the DOL's failure to order the Annual Report amounted to a change in terms of the contract, for which it was entitled to an equitable adjustment from the Government for its lost profits.9 Finally, the Appellant contends that the SF-1s issued by the DOL on July 24, 1992, during the term of its contract, were covered by the agreement and should have been ordered from the Contractor. PCR, pp. 5, 7, fn. 6; March Letter, p. 2. Because GPO printed the GWDRs requisitioned in-house, instead of placing the order under the contract, the Appellant believes that the Respondent breached its agreement, and harmed it by increasing the Contractor's loss of profits. PCR, pp. 5, 7, fn. 6; March Letter, pp. 1, 2. Accordingly, for all of these reasons, the Appellant believes that it is entitled to an equitable adjustment in this case. The Respondent, on the other hand, takes the view that no equitable adjustment is warranted in this case because the "estimates" language in the "Requirements" clause applies to both the items named and the quantities given for them. PCR, p. 4. In that regard, the Respondent argues that the settled law of requirements contracts merely obligates the Government to fill all of its actual needs for a particular item from the contractor during the contract term. Res. Brf., p. 5 (citing, Shader Contractors, Inc. v. United States, 149 Ct.Cl. 535, 538, 276 F.2d 1, 4 (1960)). More importantly, under the law the contractor, not the Government, assumes the risk that the covered items and quantities might not be ordered. PCR, p. 4; Res. Brf., p. 5 (citing, Medart, Inc. v. Austin, 967 F.2d 579 (Fed. Cir. 1992); Res. R. Brf., p. 2. Indeed, GPO says that the law presumes that a contractor bidding on a requirements contract takes into consideration the possibility that the amount of work actually produced might vary from the estimates in the solicitation. Res. Brf., p. 6 (citing, Propane Industrials, Inc. v. General Motors Corporation, 419 F.Supp. 214, 218 (W.D. Mo. 1977); Shader Contractors, Inc. v. United States, supra, 149 Ct.Cl. at 538, 276 F.2d at 4; B & W Press, GPOCAB 9-83 (March 8, 1984)).10 Thus, so long as the failure to place any orders at all under a requirements contract is bona fide, and the contractor is used to fill any needs the Government does have, there is no liability for unordered supplies. Res. Brf., p. 6 (citing, Folge & Company v. United States, 135 F.2d 117 (4th Cir. 1943); National Laundry Company v. United States, 63 Ct.Cl. 626 (1927); AGS-Genesys Corporation, ASBCA No. 35302, 89-2 BCA ¶ 21,702; Alamo Automotive Service, Inc., ASBCA No. 8815, 63 BCA ¶ 3,3830; Metro Industrial Painting Corporation, ASBCA No. 6328, 62 BCA ¶ 3,343); Res. R. Brf., pp. 2-3. Consequently, since it is undisputed that the DOL's failure to order the Annual Report in this case was due to the unexpected computer system breakdown, and as the Government used the Appellant to fulfill all of its other requirements under the contract, the Respondent believes that there is no merit to the Contractor's equitable adjustment claim, and it should be dismissed.11 PCR, p. 4; Res. Brf., pp. 6-8; Res. R. Brf., p. 3. The Government's failure to write print orders from the July SF-1s and place them with the Appellant is a totally different matter.12 In that regard, the Respondent believes that the Appellant's breach of contract argument must fail for three reasons: (1) the Board is without jurisdiction to entertain it; (2) the Contractor has not exhausted its administrative remedies; and (3) even if the Board has jurisdiction, the Government did not violate any of the Appellant's contractual rights by printing the material in-house. Res. Brf., pp. 8-11. First, the Respondent contends that since the Board is not a creature of the Contract Disputes Act of 1978 (CDA), Pub. L. 95-563 (November 1, 1978), 92 Stat. 2383, 41 U.S.C. § 601 et seq., but rather takes its authority from the "Disputes" clause, GPO Contract Terms, Contract Clauses, ¶ 5, breach of contract claims are beyond its jurisdiction. Res. Brf., pp. 8-9 (citing, United States v. Utah Construction and Mining Company, 384 U.S. 394 (1966); E & E.J. Pfotzer, Engineers, ENGBCA No. 2656, 65-2 BCA ¶ 5,144; Alco Lumber Company, ASBCA No. 9641, 1964 BCA ¶ 4,349; Jack Clark, ASBCA No. 3672, 57-2 BCA ¶ 1,402; Harbor Printing & Copy Service, Inc., GPOCAB 77-5 (1977); Cloverleaf Enterprises, Inc., GPOCAB 79-12 (1980); Information Systems, Inc., GPOCAB 78-11 (1979)). See also, The Wessel Company, Inc., supra, Sl. op. at 32-35, 46. Second, the Respondent argues that the Appellant's allegations relating to the SF-1s are a new claim, unrelated to its initial appeal, which should have been presented to the Contracting Officer for a final decision. Res. Brf., p. 9 (citing, GPO Contract Terms, Contract Clauses, ¶ 5). Because the Contractor failed to raise its claim with the Contracting Officer first, the Board is deprive of jurisdiction to hear it. Id. (citing, Board Rules, Preface to Rules, ¶ I, Jurisdiction for Considering Appeals). Finally, the Respondent believes that even if the Board had jurisdiction to entertain the SF-1 claim, there is no basis under the law to grant relief. Res. Brf., p. 10. The Respondent contends that the "Requirements" clause only applies to items "which are required to be purchased by the Government[.]" (R4 File, Tab A, p. 4). Id. [Emphasis added.] While that phrase requires use of the contractor to fill outside needs once a decision to purchase is made, it does not prevent the Government deciding not to buy at all, or to produce the work with its own personnel.13 Id. (citing, Trans-Student Lines, Inc., ASBCA No. 20230, 75-1 BCA ¶ 11,343; Applied Painting and Decorating Company, ASBCA Nos. 15919, 16252 and 16332, 73-2 BCA ¶ 10,358; Export Packing & Crating Company, ASBCA No. 16133, 73-2 BCA ¶ 10,066). Furthermore, that language gives the Government broad discretion in making such decisions, and requires a showing of bad faith before recovery will be allowed on the basis of non-orders.14 Id. (citing, Arcon-Pacific Contractors, ASBCA No. 25057, 82-2 BCA ¶ 15,838). Accordingly, the Respondent contends it was authorized by law to print the SF-1s in-house, and it urges the Board to dismiss the breach of contract portion of this appeal. Res. Brf., p. 11. CONCLUSIONS15 Although the "Requirements" clause issues were refined into two separate questions at the prehearing conference- i.e, (1) whether the Government's "requirements" refers to the specified items ordered or its good faith estimates; and (2) if the categories of supplies control, did DOL's failure to order the Annual Report change in terms of the contract, entitling the Appellant to an equitable adjustment-in reality only one question is presented here, namely, what is the scope and meaning of the "Requirements" clause as applied to the facts of this case? Since the parties have drawn different meanings from the disputed language, the Board's task is simple-it must determine which of the two conflicting interpretations is correct, or whether both readings may be reasonably derived from the contract specifications; in other words, is the contract ambiguous?16 Since the focus of inquiry in this case is confined to the contract itself, see, RD Printing Associates, Inc., supra, Sl. op. at 9, 13, fns. 9 and 15; B. P. Printing and Office Supplies, supra, Sl. op. at 15, certain legal principles should be kept in mind at the outset. When the parties confront the Board with two different interpretations of the same contract language they raise the possibility that the specifications may be ambiguous. R.C. Swanson Printing and Typesetting Company, GPO BCA 31-90 (February 6, 1992), Sl. op. at 41, aff'd on other grounds, Richard C. Swanson, T/A R.C. Swanson Printing and Typesetting Company v. United States, Cl.Ct. No. 92-128C (October 2, 1992). Contractual language is ambiguous if it will sustain more than one reasonable interpretation.17 Fry Communications, Inc./ InfoConversion Joint Venture, GPO BCA 9-85, Decision on Remand (August 5, 1991), Sl. op. at 9; R.C. Swanson Printing and Typesetting Company, supra, Sl. op. at 41, fn. 22; General Business Forms, Inc., supra, Sl. op. at 16. See also, Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 503 (citing, Edward R. Marden Corporation v. United States, 803 F.2d 701, 705 (Fed. Cir. 1986); Sun Shipbuilding & Drydock Co. v. United States, 183 Ct.Cl. 358, 372 (1968)). In analyzing disputed contract language, the courts and contract appeals boards place themselves in the shoes of a reasonably prudent contractor; i.e., the language of the contract must be given that meaning which a reasonably intelligent contractor acquainted with the circumstances surrounding the contract would derive. General Business Forms, Inc., supra, Sl. op. at 18 (citing, Salem Engineering and Construction Corporation v. United States, 2 Cl.Ct. 803, 806 (1983)). See also, Norcoast Constructors, Inc. v. United States, 448 F.2d 1400, 1404, 196 Ct.Cl. 1, 9 (1971); Firestone Tire and Rubber Company v. United States, 444 F.2d 547, 551, 195 Ct.Cl. 21, 30 (1971). A dispute over contract language is not resolved simply by a decision that an ambiguity exists-it is also necessary to determine whether the ambiguity is latent or patent. Courts will find a latent ambiguity where the disputed language, without more, admits of two different reasonable interpretations.18 Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 503 (citing, Edward R. Marden Corporation v. United States, supra, 803 F.2d at 705); R.C. Swanson Printing and Typesetting Company, supra, Sl. op. at 41, fn. 22. On the other hand, a patent ambiguity would exist if the contract language contained a gross discrepancy, an obvious error in drafting, or a glaring gap, as seen through the eyes of a "reasonable man" on an ad hoc basis.19 Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 504 (citing, Max Drill, Inc. v. United States, 192 Ct. Cl. 608, 626 (1970); WPC Enterprises, Inc. v. United States, 163 Ct.Cl. 1, 6 (1963)); General Business Forms, Inc., supra, Sl. op. at 17 (citing, Enrico Roman, Inc. v. United States, 2 Cl.Ct. 104, 106 (1983)). However, the rules concerning ambiguous contract language come into play only if the meaning of the disputed terms are not susceptible to interpretation through the usual rules of contract construction. R.C. Swanson Printing and Typesetting Company, supra, Sl. op. at 42. The most basic principle of contract construction is that the document should be interpreted as a whole.20 Hol-Gar Manufacturing Corporation v. United States, 169 Ct.Cl. 384, 388, 351 F.2d 972, 975 (1965); General Business Forms, Inc., supra, Sl. op. at 16; Restatement (Second) Contracts, § 202(2) (1981). Hence, all provisions of a contract should be given effect and no provision is to be rendered meaningless. Pacificorp Capital, Inc. v. United States, supra, 25 Cl.Ct. at 716; United States v. Johnson Controls, Inc., 713 F.2d 1541, 1555 (Fed. Cir. 1983); Fortec Constructors v. United States, 760 F.2d 1288, 1292 (Fed. Cir. 1985); Jamsar, Inc. v. United States, 442 F.2d 930 (Ct.Cl. 1971); Grace Industries, Inc., ASBCA No. 33553, 87-3 BCA ¶ 20,171; General Business Forms, Inc., supra, Sl. op. at 16 (citing, Raytheon Company v. United States, 2 Cl.Ct. 763 (1983)). In other words, a contract should be interpreted in a manner which gives meaning to all of its parts and in such a fashion that the provisions do not conflict with each other, if this is reasonably possible.21 B. D. Click Company v. United States, 614 F.2d 748 (Ct.Cl. 1980). Applying these principles to the facts in the record, the Board reaches the following conclusions: A. The contract language in question is not ambiguous. The "Requirements" clause in the Appellant's contract is a standard one. Thus, the rights and obligations of the parties are those traditionally defined by such clauses. Accordingly, the DOL's failure to place an order for the Annual Report did not change the terms of the contract, and the Appellant is not entitled to an equitable adjustment in this case. This is a very simple case. Notwithstanding the painstaking efforts of the Appellant to construe the contract's "Requirements" clause, the Board does not see any ambiguity in its terms. Cf., R.C. Swanson Printing and Typesetting Company, supra, Sl. op. at 43-44; Export Packing & Crating Company, supra, 73-2 BCA ¶ 10,066, at 47,215. In that regard, the Board's research discloses that the relevant GP2O language, except for minor word differences, copies the standard "Requirements" clause set forth in the Federal Acquisition Regulation (FAR) for Executive branch procurements.22 See, FAR § 52.216-21 (Requirements). Perhaps more importantly, the disputed clause is, for all practical purposes, a verbatim republication of the "Requirements" clause found in Executive branch contracts prior to 1984.23 There is no confusion in the case law about the scope and meaning of its terms. The United States Claims Court (Claims Court) has consistently defined a requirements contract as a: . . . contract in which the purchaser agrees to buy all of its needs of a specified material from a particular supplier, and the supplier agrees, in turn, to fill all of the purchaser's needs during the period of the contract. Inland Container, Inc. v. United States, 206 Ct.Cl. 478, 482-483, 512 F.2d 1073 (1975); Ready-Mix Concrete Co., Ltd. v. United States, 141 Ct.Cl. 168, 169, 158 F.Supp. 571 (1958); Gemsco, Inc. v. United States, 115 Ct.Cl. 109 (1950); Johnstown Coal & Coke Co. v. United States, 66 Ct.Cl. 616 (1929). See, Media Press, Inc. v. United States, 215 Ct.Cl. 985, 986 (1977).24 As explained by the Claims Court in Torncello: Requirements contracts also lack a promise from the buyer to order a specific amount, but consideration is furnished, nevertheless, by the buyer's promise to turn to the seller for all such requirements as do develop. Such contracts clearly are enforceable on that basis. Brawley v. United States, 96 U.S. 168, 172, 24 L.Ed. 622 (1878); Shader Contractors, Inc. v. United States, 149 Ct.Cl. 535, 540-43, 276 F.2d 1, 4-6 (1960); Gavin at 244-48 [Gavin, Government Requirements Contracts, 5 Pub.Cont.L.J. 234 (1972)]. The entitlement of the seller to all of the buyer's requirements is the key, for if the buyer were able to turn elsewhere for some of its needs, then the contract would not be distinguishable from an indefinite quantities contract with no stated minimum, unenforceable as we have stated. Torncello v. United States, 681 F.2d at 761-62. [Emphasis added.] Thus, the earmark of a requirements contract is the existence of an exclusive relationship between the contractor and the Government; i.e., an understanding that the contractor has the exclusive right and legal obligation to fill all of the Government's needs for the work of the kind described in the contract, and that the Government will purchase those needs from no one other than the contractor. Ralph Construction, Inc. v. United States, supra, 4 Cl.Ct. at 731; Torncello v. United States, supra, 681 F.2d at 761; Automated Services, Inc., DOTBCA No. 1753, 87-1 BCA ¶ 19,459, at 98,350; Dynamic Science, Inc., supra, 85-1 BCA ¶ 17,710, at 88,383. While a requirements contract creates an exclusive relationship between the Government and the contractor, it is not a guarantee either of the volume of work,25 or any work at all. Under the terms of a "Requirements" clause such as the one here, the Government's obligations are merely to exercise due care in preparing its estimates,26 see, Crown Laundry and Dry Cleaners, Inc. v. United States, 39 CCF ¶ 76,575 (Fed.Cl. September 22, 1993); Dynamic Science, Inc., supra, 85-1 BCA ¶ 17,710; Huff's Janitorial Service, ASBCA No. 26860, 83-1 BCA ¶ 16,518, and to order from the contractor, and no one else, the supplies or services "required to be purchased" by the ordering activity, Skip Kirchdorfer, Inc., supra, 83-2 BCA ¶ 16,713, at 83,138; Trans-Student Lines, Inc., supra, 75-1 BCA ¶ 11,343, at 54,027. In the absence of bad faith, the Government does not have to order supplies or services which are not needed or which can be provided in-house. See, Skip Kirchdorfer, Inc., supra, 83-2 BCA ¶ 16,713, at 83,138; Arcon- Pacific Contractors, supra, 82-2 BCA ¶ 15,838, at 78,516; Trans-Student Lines, Inc., supra, 75-1 BCA ¶ 11,343, at 54,027 (citing, Export Packing & Crating Company, supra, 73-2 BCA ¶ 10,066; Machlett Laboratories, Inc., ASBCA No. 16194, 73-1 BCA ¶ 9,929). One of the cases cited by the Respondent for the principle that so long as the Government acts in good faith, it is not liable to a contractor for a failure to place any orders at all under a requirements contract-AGS-Genesys Corporation, supra, 89-2 BCA ¶ 21,702-seems to be precisely on point with the facts here. In that case, the U.S. Air Force (Air Force) entered into a term contract with the contractor for the provision of support services on a computer data base management system called "FOCUS". AGS-Genesys Corporation, supra, 89-2 BCA ¶ 21,702, at 109,106. The basic contract term was seven (7) months, with two additional one year options. Id. The contract also contained the standard FAR "Requirements" clause. See, FAR § 52.216-21 (Requirements). Id., at 109,107. When the contract was awarded, the Air Force believed that another computer system-"CESAC" (communications- electronics scheme accounting and distribution system)-would utilize "FOCUS". Id., at 109,106. Although the Air Force ordered "FOCUS" services in the two option years, no such orders were placed during the basic term of the contract. Id., at 109,107. One of the reasons for the failure to place such orders was that the "CESAC" system was developed on a computer that did not use "FOCUS"; the Air Force, however, did not change its contract estimates. Id., at 109,106. After the basic term of the contract expired, the contractor filed a claim with the Air Force to recover its costs, including overhead, direct labor, training, claim preparation, and the loss of anticipated profits. Id., at 109.107-08. On appeal to the ASBCA from the contracting officer's denial of the claim, the contractor alleged, inter alia, that the Government's failure to place orders for "FOCUS" services amounted to a change in requirements. In dismissing the appeal, the ASBCA reasoned: When the Government enters into a requirements contract that provides, as this one does, that the Government will order from the contractor all the services required to be purchased by the Government, all that is guaranteed is that the Government will order whatever its outside purchase needs are and that the estimates were made in good faith with the exercise of due care. [Citations omitted.] . . . The very nature of a requirements contract mandates its use when the future is uncertain concerning the Government's requirements. If existing needs were certain, a requirements contract would not be necessary. While it is unfortunate that a requirement did not arise in the basic 7 month term of the contract . . . there is no proof that the Government failed to exercise due case in its estimate or took any action in bad faith. [Citation omitted.] Appellant's second argument that the Government changed its requirements after award is without merit. . . . Neither have we any evidence that the Government changed its requirements. [The Air Force contracting activity] was not responsible for ["CESAC"] being developed on a system other than ["FOCUS"], and in any event the contract said nothing about work on any particular tasks or systems. There was no provision in the contract that required the Air Force to develop any system using ["FOCUS"]. AGS-Genesys Corporation, supra, 89-2 BCA ¶ 21,702, at 109,108. [Emphasis added.] See also, Sanford & Sons Company, ENGBCA Nos. 5515, 5516, 5519, 90-1 BCA ¶ 22,455 (the contractor was not entitled to any equitable compensation because of the Government's failure to order certain services under its requirements contract). In the Board's view, the ASBCA's rationale in AGS-Genesys Corporation is equally applicable to this dispute. Simply stated, there is no proof here that the Government failed to exercise due care when it prepared an estimate of its needs or that it took any action in bad faith which deprived the Appellant of an opportunity to print the Annual Report; indeed, the Appellant has not alleged bad faith on the part of either DOL or GPO in this case. Trans-Student Lines, Inc., supra, 75-1 BCA ¶ 11,343, at 54,027. Furthermore, there is no evidence that the Government changed its requirements under the circumstances of this case; i.e., there is nothing to show that the DOL changed its mind about its need for an Annual Report, rather it was frustrated in meeting this requirement because of an unexpected computer breakdown (R4 File, Tab I). Obviously, if the DOL had decided for any reason, in good faith, not to procure the Annual Report during the term of the agreement, the Government would have been legally protected from liability. AGS-Genesys Corporation, supra, 89-2 BCA ¶ 21,702, at 109,108; Arcon-Pacific Contractors, supra, 82-2 BCA ¶ 15,838, at 78,516. Consequently, there is no basis to penalize the Respondent where, as here, no Annual Report was ordered from the Appellant because of an unplanned computer breakdown. Accordingly, for these reasons, the Board concludes that the Contractor's request for an equitable adjustment in this case is without merit and is denied.27 B. The Board lacks jurisdiction to consider the Appellant's allegations concerning the SF-1s issued by the DOL on July 24, 1992, because they were not presented to the Contracting Officer first. The last issue in this appeal involves the Appellant's allegation that the SF-1s issued by the DOL on July 24, 1992, during the term of its contract, were covered by that agreement and should have been ordered from the Contractor instead of being printed in-house by the Respondent. Because of the Government's failure to place those SF-1s with the Appellant, it amended its original claim of $11,979.38 in these proceedings, and is now asking for an additional $9,982.50, or a total of $21,961.88, as an equitable adjustment. March Letter, p. 2. The Respondent, on the other hand, contests the Board's jurisdiction over that question, inter alia, on the ground that the Contractor has not exhausted its administrative remedies. The Board agrees. The prerequisite to the Board's assertion of jurisdiction over an appeal is the issuance of a final decision by a GPO contracting officer. See, Board Rules, Preface to Rules, ¶ I, Jurisdiction for Considering Appeals; GPO Contract Terms, Contract Clauses, ¶ 5 (Disputes); PPR, Chap. X, Sec. 1, ¶¶ 2, 4. See also, Epco Associates, GPO BCA 26-93, Decision and Order Granting Appellant's Motion Under Rule 1(c) and Staying Proceedings Under Rule 1(d) (November 18, 1993), Sl. op. at 3 (citing, Associated Contract Specialties Corporation, ASBCA No. 37437, 90-3 ¶ 23,258; Spruill Realty/Company, ASBCA No. 40477, 90-3 BCA ¶ 23,255). The requirement for a contracting officer's final decision is not a mere technical formality. As indicated in the PPR: The decision of the Contracting Officer is vital to the administrative process of resolving disputes. Without it there is no immediate issue, appeal, or review. It directs the way the contract will proceed in the interim. The final decision should be rendered promptly since the contractor must continue to perform while an appeal is pending. If there is a delay in the final decision, this very delay may become an issue in the dispute or the failure to make a final decision may itself be appealed. Finally, the decision is the basis for the GPO's position on appeal. With supplementary data, it forms the record that the Board of Contract Appeals reviews in deciding the case. PPR, Chap. X, Sec. 1, ¶¶ 2, 4.c. [Emphasis added.] The jurisdictional rules of the Board parallel those followed in Executive branch contract appeals under the CDA. See, e.g., Dawco Construction, Inc. v. United States, 930 F.2d 872, 877 (Fed. Cir. 1991); Santa Fe Engineers, Inc. v. United States, 818 F.2d 856, 858 (Fed. Cir. 1987), aff'g Santa Fe Engineers, Inc., ASBCA Nos. 28058 and 29362, 86-3 BCA ¶ 19,092; Tecom, Inc. v. United States, 732 F.2d 935, 937 (Fed. Cir. 1984); W.M. Schlosser Company v. United States, 705 F.2d 1336, 1338-39 (Fed. Cir. 1983); J.F. Shea Company, Inc. v. United States, 4 Cl.Ct. 46, 54 (1983); R & E Electronics, Inc., VABCA Nos. 2227, 2299, 2300, 85-3 BCA ¶ 18,316, at 91,898 (citing, AB-Tech Construction, Inc., VABCA No. 1531, 82-2 BCA ¶ 15,897). In Santa Fe Engineers, Inc., a construction contractor's claim for "all problems, changes and directives that were issued on the project", was dismissed because the claims presented to the contracting officer pertained only to the amount of additional compensation, if any, to which the contractor was entitled for three specific changes. Santa Fe Engineers, Inc., supra, 86-3 BCA ¶ 19,092. The ASBCA's ruling in that case was based on the following reasoning: It is quite evident, as strenuously asserted by the Government, that the claim developed by appellant before the Board was essentially different from the claims presented by it to the contracting officer as to which the subject appeals were taken. The claims before the contracting officer pertained only to the amount of additional compensation, if any, to which appellant was entitled for changes "AD," "CD" and "HK." They did not include one for "all the problems, changes and directives that were issued on the project," . . . Appellant has elected to proceed under the Contract Disputes Act of 1978. Under said Act the "claim" is the centerpiece of the disputes resolution process. [Citation omitted.] It is necessary that a claim be presented in writing to the contracting officer for decision prior to its assertion to the Board. For claims of more than $50,000 there is the further requirement of certification. 41 U.S.C.A. § 605. The claim ultimately presented to the Board in the subject appeals was beyond the Board's jurisdiction, due to its not having first been submitted to the contracting officer and certified in accordance with the Act. [Citations omitted.] Santa Fe Engineers, Inc., supra, 86-3 BCA ¶ 19,092, at 96,508. [Emphasis added.] This is not to say that evidence developed during discovery cannot be the basis for amending an existing and valid claim. Rather, it is the duty of the trier of fact to ensure that such an amendment is not, in reality, a new claim.28 See, J.F. Shea Company, Inc. v. United States, 4 Cl.Ct. at 54; Santa Fe Engineers, Inc., supra, 86-3 BCA ¶ 19,092, at 96,508. Cf., The Wessel Company, Inc., supra, Sl. op. at 2, fn. 2. Applying the "essential difference" test of Santa Fe Engineers, Inc., to the facts of this case, the Board is convinced that the increased amount of the Appellant's claim-$9,982.50-based on the Respondent's failure to place the July 24, 1992, SF-1s with the Contractor, which was not submitted to the Contracting Officer for decision, represents a new claim. The record shows that the Appellant's original claim, which was sent to the Contracting Officer on August 24, 1992, sought an equitable adjustment of $11,979.38 on the theory that the Government's failure to order the Annual Report amounted to a constructive change of the contract (R4 File, Tab F). The Contracting Officer's written final decision letter of September 18, 1992, rejecting the original claim, solely and specifically addressed the "Annual Report" issue ((R4 File, Tab H). The appeal filed with the Board on October 2, 1992, was from the Contracting Officer's final decision of September 18, 1992 (R4 File, Tab K). However, it is clear that the Appellant's amended claim relies on a totally different theory of recovery; i.e., the Appellant believes that the Government owes it an additional $9,982.50 because the failure to have the SF-1s printed by the Contractor was in the nature of a breach of contract.29 See, March Letter, p. 2. In the Board's view, the evidence of record is compelling that the Appellant has not merely amended its original claim by asking for more compensation because the SF-1s were not placed under its contract, but rather it is seeking to litigate a new claim unrelated to the one denied by the Contracting Officer. Therefore, to the extent that the amended claim does not pertain to the allegation concerning the Government's failure to order the Annual Report, and was not first submitted to the Contracting Officer for his decision, it is dismissed.30 ORDER The Board finds and concludes that the Appellant has not proved that the Government's failure to order the DOL Annual Report under its requirements contract changed the terms of the agreement, and thus the Contractor is not entitled to an equitable adjustment under the circumstances of this case. THEREFORE, the decision of the Contracting officer is AFFIRMED, and the appeal is DENIED. To the extent that the Appellant seeks an additional equitable adjustment based on the Government's failure to place the July 24, 1992, SF-1s with it, that claim is dismissed for lack of jurisdiction. It is so Ordered. January 28, 1994 STUART M. FOSS Administrative Judge _______________ 1 The Contracting Officer's appeal file, assembled pursuant to Rule 4 of the Board's Rules of Practice and Procedure, was delivered to the Board on November 16, 1992. GPO Instruction 110.12, Subject: Board of Contract Appeals Rules of Practice and Procedure, dated September 17, 1984, Rule 4(a) (Board Rules). It will be referred to hereinafter as R4 File, with an appropriate Tab letter also indicated. The R4 File consists of eleven (11) documents identified as Tab A through Tab K. 2 In its Complaint letter of October 28, 1992, the Appellant advised the Board that it had selected the optional Accelerated Procedure to process its appeal. Board Rules, Rules 12.1(b) and 12.3. 3 Decisions under the Accelerated Procedure are normally brief and contain only summary findings of fact and conclusions. Board Rules, Rule 12.3(b). In this case, however, the Board believes that the nature of the controversy entitles the parties to a fuller explanation of the facts, issues, and reasons for the Board's decision than would be found in a typical Accelerated Procedure case. See, Hurt's Printing Company, Inc., GPO BCA 27-92 (January 19, 1994), Sl. op. at 2, fn. 3; RD Printing Associates, Inc., GPO BCA 02-92 (December 16, 1992), Sl. op at 2, fn. 3. The Board also notes that this decision, unlike its opinions under the Small Claims (Expedited) Procedure, may be cited as precedent in future appeals. Cf., Graphics Image, Inc., GPO BCA 13-92 (August 31, 1992), Sl. op. at 2, fn. 3; Board Rules, Rule 12.2(d). 4 The "Ordering" clause of the contract provided, in pertinent part, that: "Items to be purchased under the contract shall be ordered by the issuance of print orders by the Government[.]" (R4 File, Tab A, p. 3). Since, the contract was to be a "direct-deal" arrangement, the DOL would be responsible for issuance of the print orders during the term of the agreement (R4 File, Tab A, p. 4). See, Printing Procurement Regulation, GPO Publication 305.3 (September 1, 1988), Chap. XII, Sec. 1, ¶ 2 (hereinafter PPR). 5 Apart from the usual specifications pertaining to printing, binding and delivery of the publications in question, the contract was also governed by applicable articles of GPO Contract Terms, GPO Publication 310.2, effective December 1, 1987 (Rev. 9-88) (GPO Contract Terms), and GPO's Quality Assurance Through Attributes Program, GPO Publication 310.1, effective May 1979 (revised November 1989) (QATAP), which were incorporated by reference in the Purchase Order (R4 File, Tab A, p. 2). 6 At the prehearing conference held on February 11, 1993, the Appellant stated that it became aware of these SF-1s from Betty Williams, DOL's Printing Specialist. PCR, p. 5. The Appellant argued that since its contract covered GWDRs, the DOL should have ordered these publications from the Contractor instead of asking GPO to procure it from other sources. Id. The Respondent, however, denied that the SF-1s concerned items covered by the disputed term contract. PCR, p. 6. The Board believed, on the other hand, that the SF-1s might be relevant to the central question in the case-Did the Government fail to meet its obligations under this requirements contract?-and it directed the Respondent to submit them as part of the appeal record. Id. Furthermore, the parties were instructed to review the SF-1s, and to prepare and submit to the Board within 30 days a joint stipulation of facts stating the extent to which they were for purchase of items covered by the Appellant's requirements contract. Id. By Notice of Filing, dated March 9, 1993, Counsel for GPO complied with the Board's instructions and submitted copies of the SF-1s to the Board. The SF-1s show that they were prepared by the DOL and sent to GPO on July 24, 1992, for the purpose of reprinting of one (1) copy each of a previous edition of a Weekly Update to accommodate the needs of the Superintendent of Documents' Sales Program; indeed, the first 13 SF-1s, and 15 altogether, are for publications which antedate the Appellant's term contract. However, the parties were unable to agree on a joint stipulation. Although the Appellant submitted a letter to the Board, dated March 12, 1993, entitled "Joint Stipulation Concerning Examination Sixty (60) Standard Form Ones (SF-1s)," it was only signed by the Appellant's President, Daniel Campbell. See, Letter from Daniel Campbell to U.S. Government Printing Office Board of Contract Appeals, dated March 12, 1993 (March Letter). Moreover, the document gives just the Appellant's interpretation of the SF-1s, and amends the Contractor's claim from the original amount of $11,979.38 to $21,961.88. March Letter, p. 2. Thus, notwithstanding its caption, the Appellant's March Letter is not a stipulation of fact, but rather is in the nature of an amended pleading. Cf., Board Rules, Rule 7(b). 7 Both parties submitted briefs setting forth their respective positions on the issues in this appeal. On May 24, 1993, the Board received the Appellant's Brief Regarding Contract Language (hereinafter App. Brf.). The Respondent's Brief was also submitted to the Board on May 24, 1993 (hereinafter Res. Brf.). In addition, both parties submitted reply briefs on June 15, 1993 (hereinafter App. R. Brf. and Res. R. Brf., respectively). The Board's understanding of the positions of the parties is based on the Appellant's Complaint, the Appellant's March Letter, the formal briefs filed by the parties, and the discussions at the prehearing conference on February 11, 1993. 8 Both at the prehearing conference and in its initial brief, the Appellant cited two cases-Elden v. United States, 617 F.2d 254, 260-61 (Ct.Cl. 1980), and Timber Access Industries Company v. United States, 553 F.2d 1250, 1256 (Ct.Cl. 1977)- in support of the rule of construction which states that clear and unambiguous contract language must be given its plain and ordinary meaning by a court in defining the rights and obligations of the parties. See, PCR, p. 5; App. Brf., p. 1. See also, App. R. Brf., p. 1. Furthermore, the Appellant relies on the current specifications of another contract, Program 814-M, to buttress its view that estimated quantities relate to and should be considered on a category or item basis. App. Brf., p. 2. However, the Board has ruled on numerous occasions that in interpreting the language of a particular contract, it will not consider the terms and specifications of contracts unrelated to the one under review in the case before it. See, RD Printing Associates, Inc., GPO BCA 02-92 (December 16, 1992), Sl. op. at 9, 13, fns. 9 and 15; B. P. Printing and Office Supplies, GPO BCA 14-91 (August 10, 1992), Sl. op. at 15. The reason is that the Board's authority is purely derivative and contractual, and is limited to deciding disputes within the parameters of the contract under review. See, e.g., The Wessel Company, Inc., GPO BCA 8-90 (February 28, 1992), Sl. op. at 32-33; Bay Printing, Inc., GPO BCA 16-85 (January 30, 1987), Sl. op. at 9; Peake Printers, Inc., GPO BCA 12-85 (November 12, 1986), Sl. op. at 6. Consequently, the Board has no authority to consider legal questions existing outside the contract itself. Automated Datatron, Inc., GPO BCA 20-87 (March 31, 1989), Sl. op. at 4-5. 9 As indicated above, in its original claim the Appellant sought reimbursement in the amount of $11,979.38, for the Government's failure to order the Annual Report (R4 File, Tabs F and H). PCR, pp. 4, 5. By letter dated March 12, 1993, the Contractor informed the Board that after examining copies of the 60 SF-1s which the DOL had sent to GPO on July 24, 1992, and concluding that they concerned publications which should have been ordered under the Appellant's requirements contract, it was amending its claim to recover lost profits in the amount of $21,961.88. March Letter, p. 2. See, note 6 supra. 10 The Board was created by the Public Printer in 1984. GPO Instruction 110.10C, Subject: Establishment of the Board of Contract Appeals, dated September 17, 1984. Prior to that time, appeals from decisions of GPO Contracting Officers were considered by ad hoc panels of its predecessor, the GPO Contract Appeals Board (GPOCAB). The Board has consistently taken the position that it is a different entity from the GPOCAB. See, The Wessel Company, Inc., supra, Sl. op. at 25, fn. 25. Nonetheless, it has also been the Board's policy to follow the holdings of the ad hoc panels where applicable and appropriate, but the Board differentiates between its decisions and the opinions of those panels by citing the latter as GPOCAB. See, e.g., Stephenson, Inc., GPO BCA 02-88 (December 20, 1991), Sl. op. at 18, fn. 20; Chavis and Chavis Printing, GPO BCA 20-90 (February 6, 1991), Sl. op. at 9, fn. 9. 11 In reaching this conclusion, the Respondent rejects the Appellant's view of the applicable law, i.e., that the "Requirements" clause only limits the Government's liability for variations in quantity, and not for failures to order items. GPO argues that contractor's are not entitled to relief just because of changed circumstances. Res. Brf., p. 7 (citing, Tennessee Valley Authority v. Imperial Professional Coatings, 599 F.Supp. 436 (E.D. Tenn. 1984); Gulf Coast Aviation Company, ASBCA Nos. 10189 and 10380, 65-2 BCA ¶ 4,928; Solano Aircraft Service, Inc., ASBCA Nos. 20677 and 20941, 77-2 BCA ¶ 12,584; East Bay Auto Supply, ASBCA No. 25542, 81-2 BCA ¶ 15,204). Indeed, according to the Respondent, recovery has been denied where the Government failed to order any services whatsoever under a requirements contract. Res. Brf., pp. 7-8 (citing, Henry Barracks Housing Corporation v. United States, 281 F.2d 196 (Ct.Cl. 1960); Metro Industrial Painting Corporation, supra, 62 BCA ¶ 3,343); Res. R. Brf., pp. 2-3 (citing, Henry Barracks Housing Corporation v. United States, supra, 281 F.2d 196; AGS- Genesys Corporation, supra, 89-2 BCA ¶ 21,702; Metro Industrial Painting Corporation, supra, 62 BCA ¶ 3,343). 12 It is undisputed that the purpose of these SF-1s was to allow the Superintendent of Documents to "ride" the order for more copies for the GPO Documents Sales Program. Res. Brf., pp. 2-3 (citing, 44 U.S.C. §§ 1705, 1707). See also, Respondent's Notice of Filing, dated March 9, 1993, note 6 supra. 13 Indeed, the Respondent believes that the language in the "Requirements" clause only obligates the Government to purchase its good faith needs, and precludes an equitable adjustment altogether. Res. Brf., p. 6 (citing, Central Data Processing, Inc., GPOCAB 74-14 (January 7, 1975), Sl. op. at 4). 14 The Board has held on numerous occasions that because of the strong presumption that Government officials properly and honestly carry out their functions, an allegation of bad faith must be established by "well-nigh irrefragable" proof. See, e.g., Hurt's Printing Company, Inc., GPO BCA 27-92 (January 21, 1994), Sl. op. at 11, fn. 15; Shepard Printing, GPO BCA 23-92 (April 29, 1993), Sl. op. at 7, fn. 11; B. P. Printing and Office Supplies, GPO BCA 14-91 (August 10, 1992), Sl. op. at 16; Stephenson, Inc., supra, Sl. op. at 55; The Standard Register Company, GPO BCA 4-86 (October 28, 1987); Sl. op. at 12-13. Also see, Karpak Data and Design, IBCA 2944 et al., 93-1 BCA ¶ 25,360; Local Contractors, Inc., ASBCA 37108, 92-1 BCA ¶ 24,491. The key to such evidence is that there must be a showing of a specific intent on the part of the Government to injure the contractor. Kalvar Corporation v. United States, 543 F.2d 1298, 1302 (Ct.Cl. 1976), cert. denied, 434 U.S. 830 (1977); Hurt's Printing Company, Inc., supra, Sl. op. at 11, fn. 15; Shepard Printing, supra, Sl. op. at 7, fn. 11; Stephenson, Inc., supra, Sl. op. at 54. 15 The record on which the Board's decision is based consists of: (1) the Appellant's letter, dated October 2, 1992, noting an appeal from the Contracting Officer's decision; (2) the Appellant's Rule 6(a) Complaint, dated October 28, 1992; (3) the R4 File (Tabs A-K); (4) the Board's Order, dated December 29, 1992, entering a "general denial" on behalf of the Government under Rule 6(b); (5) the Respondent's Notice of Filing, dated March 9, 1993, including copies of the SF-1s prepared by the DOL and sent to GPO on July 24, 1992; (6) the Appellant's letter to the Board, dated March 12, 1993, entitled "Joint Stipulation Concerning Examination Sixty (60) Standard Form Ones (SF-1s)"; (7) the Report of Prehearing Conference, dated April 30, 1993; (8) the Appellant's Brief Regarding Contract Language, received by the Board on May 24, 1993; (9) the Respondent's Brief, dated May 24, 1993; (10) the Appellant's Reply Brief, received by the Board on June 15, 1993; and (11) the Respondent's Reply Brief, dated June 15, 1993. 16 Contract interpretation is clearly a question of law, see, e.g., Pacificorp Capital, Inc. v. United States, 25 Cl.Ct. 707, 715 (1992), aff'd 988 F.2d 130 (Fed. Cir. 1993); Fortec Contractors v. United States, 760 F.2d 1288, 1291 (Fed.Cir. 1985); P.J. Maffei Building Wrecking Company v. United States, 732 F.2d 913, 916 (Fed. Cir. 1984); Fry Communications, Inc.-InfoConversion Joint Venture v. United States, 22 Cl.Ct. 497, 503 (Cl.Ct. 1991); Hol-Gar Mfg. Corp. v. United States, 169 Ct.Cl. 384, 386, 351 F.2d 972, 973 (1965); General Business Forms, Inc., GPO BCA 2-84 (December 3, 1985), Sl. op. at 16 (citing, John C. Grimberg Company v. United States, 7 Ct.Cl. 452 (1985)); RD Printing Associates, Inc., supra, Sl. op. at 13, as is definition of the contract. See, Ralph Construction, Inc. v. United States, 4 Cl.Ct. 727, 731 (1984) (citing, Torncello v. United States, 681 F.2d 756, 760 (Ct.Cl. 1982). Any decision by this Board concerning such a matter is reviewable by the Courts under the Wunderlich Act, 41 U.S.C. §§ 321, 322. Fry Communications, Inc./ InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 501, fn. 6; General Business Forms, Inc., supra, Sl. op. at 16. 17 The United States Claims Court has observed that: "[a] mere dispute over the terms does not constitute an ambiguity, and an interpretation which is merely possible is not necessarily reasonable." Ceccanti, Inc. v. United States, 6 Cl.Ct. 526, 528 (1984). An ambiguity must have two or more reasonable interpretations and the intent of the parties must not be determinable by the normal rules of interpretation. R.C. Swanson Printing and Typesetting Company, supra, Sl. op. at 42. 18 In such cases, the doctrine of contra proferentem applies and the dispute language will be construed against the drafter, Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 503 (citing, William F. Klingensmith, Inc. v. United States, 205 Ct.Cl. 651, 657 (1974)); R.C. Swanson Printing and Typesetting Company, supra, Sl. op. at 41, fn. 22, if the non-drafter can show that he/she relied on the alternative reasonable interpretation in submitting his/her bid. Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 510 (citing, Fruin-Colon Corporation v. United States, 912 F.2d 1426, 1430 (Fed. Cir. 1990)); Lear Siegler Management Services v. United States, 867 F.2d 600, 603 (Fed. Cir. 1989). 19 Where there are such discrepancies, errors, or gaps, the contractor has an affirmative obligation to ask the contracting officer to clarify the true meaning of the contract language before submitting its bid. Fry Communications, Inc./InfoConversion Joint Venture v. United States, supra, 22 Cl.Ct. at 504 (citing, Newsom v. United States, 230 Ct.Cl. 301, 303 (1982)); Enrico Roman, Inc. v. United States, supra, 2 Cl.Ct. at 106; S.O.G. of Arkansas v. United States, 546 F.2d 367, 212 Ct.Cl. 125 (1976); Beacon Construction v. United States, 314 F.2d 501 (Ct.Cl. 1963). 20 The purpose of any rule of contract interpretation is to carry out the intent of the parties. Hegeman-Harris and Company, 440 F.2d 1009 (Ct.Cl. 1979). The test for ascertaining intent is an objective one; i.e., the question is what would a reasonable contractor have understood, not what did the drafter subjectively intend. Corbetta Construction Company v. United States, 461 F.2d 1330, 198 Ct.Cl. 712 (1972). See also, Salem Engineering and Construction Corporation v. United States, 2 Cl.Ct. 803, 806 (1983). The provisions of the contract itself should provide the evidence of the objective intent of the parties. 21 It is unnecessary to set forth in detail the rules of contract construction which apply when interpreting an agreement. Suffice it to say that, within the contract itself, ordinary terms are to be given their plain and ordinary meaning in defining the rights and obligations of the parties. Elden v. United States, 617 F.2d 254, 223 Ct.Cl. 239 (1980). Similarly, technical terms are given their technical meaning. Industrial Finishers, Inc., ASBCA No. 6537, 61-1 BCA ¶ 3,091; Coastal Drydock and Repair Corporation, supra, 87-1 BCA ¶ 19,618. Likewise, terms special to Government contracts will be given their technical meanings. General Builders Supply Company v. United States, 409 F.2d 246, 187 Ct. Cl. 477 (1969) (meaning of "equitable adjustment"). As for extrinsic evidence of the intent of the parties, the rules of construction allow, among other things, custom and trade usage to explain or define terms. W. G. Cornell Company v. United States, 376 F.2d 199, 179 Ct. Cl. 651 (1967); Harold Bailey Painting Company, ASBCA No. 27064, 87-1 BCA ¶ 19,601 (used to define "spot painting"). However, custom and trade usage may not contradict clear or unambiguous terms. WRB Corporation v. United States, 183 Ct.Cl. 409, 436 (1968). On the other hand, the Board is not bound by what the parties call a contract, Ralph Construction, Inc. v. United States, supra, 4 Cl.Ct. at 731 (citing, Torncello v. United States, supra, 681 F.2d at 760; Mason v. United States, 222 Ct.Cl. 436, 444, 615 F.2d 1343, 1346-47 (1980)), and the understanding and actions of officials administering an agreement are not dispositive, Salem Engineering & Construction Corporation v. United States, supra, 2 Cl.Ct. at 808. 22 The relevant provisions of the 1984 revision to the FAR "Requirements" clause reads as follows: "(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as 'estimated' or 'maximum' in the Schedule, that fact shall not constitute the basis for an equitable adjustment.". . . "(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule." See, FAR § 52.216-21(a),(c) (Requirements). 23 The 1966 version of the "Requirements" clause, as set forth in the Armed Service Procurement Regulation (ASPR), provided, in pertinent part: "(a) This is a requirements contract for the supplies or services specified in the Schedule, and for the period set forth herein. Delivery of supplies or performance of services shall be made only as authorized by orders issued in accordance with the clause entitled 'Ordering'. The quantities of supplies or services specified herein are estimates only and are not purchased hereby. Except as may be otherwise provided herein, in the event the Government's requirements for supplies or services set forth in the Schedule do not result in orders in the amounts or quantities described as 'estimated' or 'maximum' in the Schedule, such event shall not constitute the basis for an equitable price adjustment under this contract[.]"; and "(b) Except as otherwise provided in this contract, the Government shall order from the Contractor all the supplies or services set forth in the Schedule which are required to be purchased by the Government activity identified in the 'Ordering' clause." ASPR 7-1102.2(a),(b). See, e.g., Dynamic Science, Inc., ASBCA No. 29510, 85-1 BCA ¶ 17,710, at 88,378; Skip Kirchdorfer, Inc., ASBCA No. 22997, 83-2 BCA ¶ 16,713, at 83,133-34; Arcon-Pacific Contractors, supra, 82-2 BCA ¶ 15,837, at 78,514. The Armed Services Board of Contract Appeals (ASBCA) also recognizes a "limited form" requirements contract, which substitutes the following language for paragraph (b) above: "Except as otherwise provided in this contract, the Government shall order from the Contractor all the supplies or services of the Government activity named in the Schedule which the activity may itself furnish within its own capabilities." See, Dynamic Science, Inc., supra, 85-1 BCA ¶ 17,710, at 88,383; Maya Transit Company, ASBCA No. 20186, 75-2 BCA ¶ 11,552. Contra, Ralph Construction, Inc. v. United States, supra, 4 Cl.Ct. at 731. 24 Pursuant to Title IX of the Federal Courts Administration Act of 1992, Pub. L. No. 102, 106 Stat. 4506 (1992), the United States Claims Court was renamed the United States Court of Federal Claims, effective October 29, 1992. 25 This fact is expressly stated in the disputed contract's "Determination of Award" clause (R4 File, Tab A, p. 10). 26 Since the Appellant has not alleged a lack of due care by the Respondent in preparing its estimates, that issue is not before the Board. Cf., Dynamic Science, Inc., supra, 85-1 BCA ¶17,710, at 88,382. 27 In light of this conclusion, the Board finds it unnecessary at this time to address whether, as argued by the Respondent, the "Requirements" clause precludes an equitable adjustment in any and all cases, and thus adopt the holding of the GPOCAB in Central Data Processing, Inc. See, note 13 supra. Central Data Processing, Inc., supra, Sl. op. at 4. On the other hand, the Board is well aware of the rule followed by the ASBCA which says that a contractor cannot recover the difference between estimated services and actual orders where solicitation expressly provides that failure to order the full estimated quantities would not constitute the basis for an equitable adjustment. See, e.g., Command Tech Corporation, ASBCA No. 40318, 90-3 BCA ¶ 23,215. 28 As explained by the Claims Court: "This court and its predecessor have consistently held that it is a jurisdictional prerequisite to a direct access suit in this court that the claim at issue be first certified and submitted in writing to the contracting officer pursuant to 41 U.S.C. §§ 605(a), 605(c)(1). [Citations omitted.] However, as litigation in this court includes pretrial proceedings, including discovery, it must be recognized that additional facts may be developed which could increase or decrease the amount of a claim. It would be most disruptive of normal litigation procedure if any increase in the amount of a claim based upon matters developed in litigation before the court had to be submitted to the contracting officer before the court could continue to a final resolution on the claim. In this circumstance, it has been ruled that, after certification is complete, a contractor is not precluded from changing the amount of the claim or producing additional data in support of increased damages. [Citation omitted.] A plaintiff must be precluded, however, from raising any new claim before this court which was not previously presented and certified to the contracting officer for decision. [Citation omitted.]". See, J.F. Shea Company, Inc. v. United States, 4 Cl.Ct. at 54. 29 Thus, the Appellant writes in its March Letter: "In light of the new evidence revealed, Shepard Printing is entitled not only to the money lost due to the Government's failure to procure the Annual Report, but it is also entitled to the money lost due to placing the SF-1s dated 7-24-92 off contract." March Letter, p. 2. [Emphasis added.] 30 In light of the Board's disposition of the Appellant's amended claim, it does not have to address the other arrow in the Respondent's jurisdictional quiver, namely, that the Board is without jurisdiction to consider and decide breach of contract claims. See, R.C. Swanson Printing and Typesetting Company, GPO BCA 15-90 (March 6, 1992), Sl. op. at 41; See also, The Wessel Company, Inc., supra, Sl. op. at 46. However, the Board is aware of the rule which holds that damages are only awarded for breaches of requirements contracts where there is bad faith or an abuse of discretion on the part of the Government; otherwise the remedy for the contractor is an equitable adjustment under the "Termination for Convenience" clause. See, Earth Property Services, Inc., ASBCA No. 36764, 91-2 BCA ¶ 23,753, at 118,941 (citing, Viktoria Transport GmbH and Company, KG, ASBCA No. 30371, 88-3 BCA ¶ 20,921).