MOTION FOR SUMMARY RELIEF DENIED:  July 7, 2010 
CBCA 1789 
ALK SERVICES, INC., 
Appellant, 
v. 
DEPARTMENT OF VETERANS AFFAIRS, 
Respondent. 
Dennis P. Zapka and David H. Boehm of McLaughlin & McCaffrey, LLP, Cleveland, 
OH, counsel for Appellant. 
Phillipa L. Anderson, Office of the General Counsel, Department of Veterans Affairs, 
Washington, DC; and Tracy Downing, Office of the General Counsel, Department of 
Veterans Affairs, Augusta, GA, counsel for Respondent. 
Before Board Judges BORWICK, HYATT, and McCANN. 
HYATT, Board Judge. 
Appellant, ALK Services, Inc. (ALK), has appealed a contracting officer’s decision 
denying its claim for breach damages under a contract with the Department of Veterans 
Affairs (VA) to provide snow and ice removal services at the Ohio Western Reserve 
National Cemetery in Rittman, Ohio. The VA has moved for summary relief, arguing that 
as a matter of law it is entitled to prevail. 

   
       
     
     
    
      
     
     
    
     
    
    
    
      
   
   
      
   
       
      
   
        
      
       
     
  
      
2 CBCA 1789 
Background 
Contract number VA250-07-P-0219, for snow and ice removal at the Ohio Western 
Reserve National Cemetery in Rittman, Ohio, was awarded to ALK in October 2007. Under 
the statement of work, the contractor was to supply all necessary supervision, labor, 
materials, supplies, tools, and equipment to perform the snow removal operations. The 
contract provided for a base year from October 1, 2007, to September 30, 2008, with three 
one-year renewal options.  
Paragraph II.1 of the solicitation, which was incorporated into the contract, provided, 
in pertinent part, that “[t]his is an Indefinite Quantity Indefinite Delivery [IDIQ] contract.” 
The statement of work, paragraph I.1, included a Schedule of Unit Prices with instructions 
for prospective contractors on formulating unit prices: 
The itemized services listed below are an estimated maximum 
amount[;] the minimum quantity is one occurrence. Monthly 
billing and payment will be on an “as-needed/as-used” basis 
only and will include only the work activities that have been 
authorized by the COTR [contracting officer’s technical 
representative] and have actually occurred during the month. 
There is no guarantee that all of these estimated quantities will 
be fully utilized during that month.  There is no guarantee that 
any of these estimated quantities will be fully utilized during 
any period of the contract. 
Appeal File, Exhibit 1. 
Federal Acquisition Regulation (FAR) clause 52.216-19, Order Limitations, 48 CFR 
52.216-19 (2007), was also included in the contract. Subparagraph (a) of this clause states 
that the contractor is not obligated to furnish supplies or services in an amount of less than 
one occurrence.  Under subparagraph (b) the contractor is not obligated to honor an order 
for a single item in excess of fifty occurrences, or for a combination of items in excess of 
160 occurrences, or for a series of orders from the same ordering office within two days that 
together calls for quantities exceeding the foregoing limitations. Subparagraph (c) states that 
if this is a requirements contract, the Government is not required to order a part of any one 
requirement from the contractor if that requirement exceeds the maximum-order limitation 
in paragraph (b) above. The solicitation included FAR clause 52.216-21, Requirements, 
which was set forth in full.  Appeal File, Exhibit 1. 

      
       
      
     
 
      
      
       
      
    
       
       
     
     
     
 
          
    
      
        
      
     
     
        
 
    
3 CBCA 1789 
The VA ordered work under the base year of the contract for which ALK was paid 
$82,294.73. On October 1, 2008, the VA exercised the first option for an additional year. 
The VA ordered snow removal services amounting to $30,278.17 during the first option 
year.  The VA did not exercise the option for a second year.  Appeal File, Exhibit 5. 
On May 15, 2009, ALK asserted a claim under the contract for damages in excess of 
$50,000. ALK alleged that VA personnel responsible for administering the contract 
drastically reduced the use of ALK’s services in retaliation for the participation of ALK’s 
subcontractor’s employees in an administrative proceeding. According to ALK, the 
cemetery director instituted proceedings to remove the COTR following an alleged 
confrontation between the COTR and another cemetery employee. The ALK subcontractor 
employees witnessed the event in issue and provided testimony favorable to the COTR. 
ALK asserted that but for the animus generated toward it as a result of these proceedings, 
it would have continued to receive work under the contract.  Appeal File, Exhibit 4. 
Discussion 
Shortly after ALK filed this appeal, the VA filed a motion for summary relief, 
maintaining that this was an IDIQ contract with a guaranteed minimum purchase of one 
occurrence. 
1 Since the Government satisfied the minimum purchase obligation, the VA 
argues that, under the reasoning of Travel Centre v. Barram, 236 F.3d 1316, 1319 (Fed. Cir. 
2001), the agency owes no further legal obligation to the contractor and the Government is 
entitled to prevail as a matter of law.
 Summary relief is properly granted when there is no genuine issue of material fact 
and the moving party is clearly entitled to judgment as a matter of law. Anderson v. Liberty 
Lobby, Inc., 477 U.S. 242, 247 (1986); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); 
US Ecology, Inc. v. United States, 245 F.3d 1352, 1355 (Fed. Cir. 2001); Olympus Corp. v. 
United States, 98 F.3d 1314, 1316 (Fed. Cir. 1996). The moving party bears the burden of 
establishing the absence of any genuine issue of material fact. Mingus Constructors, Inc. 
v. United States, 812 F.2d 1387, 1390 (Fed. Cir. 1987); accord Parkview Engraving LLC 
v. Department of Veterans Affairs, CBCA 1564, 10-1 BCA ¶ 34,372, at 169,728. The 
nonmoving party is then required to “go beyond the pleadings and . . . designate ‘specific 
facts showing that there is a genuine issue for trial.’”  Celotex Corp., 477 U.S. at 324. 
1 Although the contract contains provisions for both IDIQ and requirements 
contracts, the parties seem to agree that this is an IDIQ contract. 

    
  
   
     
   
         
         
      
        
       
     
     
   
      
    
         
       
   
    
       
       
       
    
       
       
    
         
      
     
        
4 CBCA 1789 
In response to the VA’s argument, ALK contends that its allegations concerning the 
drastic reduction in services ordered by the VA following the administrative proceedings, 
in which ALK’s subcontractor’s employees testified, defeat the Government’s motion at this 
juncture in the proceedings. ALK submits that, regardless of whether the VA has met its 
minimum purchase obligation, the agency’s actions subsequent to the incident reflect a 
failure to act in good faith toward ALK. The purchase of the guaranteed minimum, in 
ALK’s view, does not absolve the agency from its obligation to act in good faith and cannot 
shield the VA from liability arising out of bad faith conduct. 
The VA is mistaken in its argument that once the guaranteed minimum has been 
purchased under an IDIQ contract there be can no breach of the contract. This Board has 
recently acknowledged precedent in which summary judgment was denied, even though the 
Government had met its minimum purchasing obligations under an IDIQ contract, because 
there were disputed facts regarding the Government’s good faith. Electronic Data Systems, 
LLC v. General Services Administration , CBCA 1552, 10-1 BCA ¶ 34,316 (2009) (citing 
Advanced Technologies & Testing Laboratories, Inc., ASBCA 55805, 08-2 BCA ¶ 33,950; 
Community Consulting International, ASBCA 53489, 02-2 BCA ¶ 31,940; and Burke Court 
Reporting Co., DOT BCA 3058, 97-2 BCA ¶ 29,323). As the Armed Services Board aptly 
observed in Community Consulting International, “[w]hile the minimum quantity represents 
the extent of the Government’s purchasing obligation, however, it does not constitute the 
outer limit of all of the Government’s legal obligations under an indefinite quantity 
contract.”  02-2 BCA at 157,789. 
The board in Burke Court Reporting similarlyrecognized that everycontract includes 
the implied obligation that the parties will act in good faith during performance and that, 
while an IDIQ contract may only obligate the Government to order a specified amount of 
services, the contractor nonetheless is entitled to rely on other contract provisions implying 
that it will be fairly considered for additional work, if required by the Government. 97-2 
BCA at 145,801. 
At this stage of the proceedings, the parties have not yet engaged in discovery. In 
passing upon a summary judgment motion, the opposing party must be given an adequate 
opportunity to conduct discovery in support of its position. See Anderson v. Liberty Lobby, 
477 U.S. at 250 n. 5; Burnside-Ott Aviation Training Center, Inc. v. United States, 985 F.2d 
1574 (Fed. Cir. 1993); Diplomatic Painting & Building Services Co. v. General Services 
Administration, GSBCA 12031, 93-3 BCA ¶ 26,101. Although proving that bad faith has 

      
 
      
     
     
5 CBCA 1789 
2occurred in the administration of a government contract is a formidable endeavor, ALK is
entitled to conduct the discovery needed to make its case. 
Decision 
The VA’s motion for summary relief is DENIED. 
__________________________________ 
CATHERINE B. HYATT 
Board Judge 
We concur: 
___________________________________ _________________________________ 
ANTHONY S. BORWICK R. ANTHONY McCANN 
Board Judge Board Judge 
2 The Board follows the guidelines set forth by the Court of Appeals for the 
Federal Circuit in Am-Pro Protective Agency, Inc. v. United States, 281 F.3d 1234, 1239-40 
(Fed. Cir. 2002). AFR & Associates, Inc. v. Department of Housing and Urban 
Development, CBCA 946, 09-2 BCA ¶ 34,226.