THIS OPINION WAS INITIALLY ISSUED UNDER PROTECTIVE ORDER AND
 
IS BEING RELEASED TO THE PUBLIC
 
IN ITS ENTIRETY ON DECEMBER 8, 2009
 
DENIED:  November 30, 2009 
CBCA 1552 
ELECTRONIC DATA SYSTEMS, LLC, 
Appellant, 
v. 
GENERAL SERVICES ADMINISTRATION, 
Respondent. 
Daniel R. Forman of Crowell & Moring LLP, Washington, DC, counsel for Appellant. 
Nathan C. Guerrero, Office of General Counsel, General Services Administration, 
Washington, DC, counsel for Respondent. 
Before Board Judges STERN , SHERIDAN , and KULLBERG. 
SHERIDAN , Board Judge. 
This is an appeal from a General Services Administration (GSA) contracting officer’s 
final decision denying Electronic Data Systems, LLC’s (EDS) certified claim of November 7, 
2008, seeking an equitable adjustment in the amount of $8,000,723.71, on task order 
GST0007NS0032 (contract).  This was a contract to, among other things, set up a 
credentialing system to provide identification cards (referred to as personal identity 
verification (PIV) cards), deploy the system to federal employees and contractors by 
providing each with a PIV account and card, and then maintain each individual PIV account. 
EDS asserts that it is entitled to an equitable adjustment because the contract structure and 

   
  
  
 
   
   
 
     
 
    
      
 
           
2 CBCA 1552 
schedule required that 420,000 units be enrolled by September 30, 2008, and that it incurred 
additional costs because that enrollment number was not met. 
In issuing this decision, the Board considered the record consisting of the pleadings, 
the appeal file (Appeal File, Exhibits 1 through 13); respondent’s motion for summary relief; 
appellant’s opposition to respondent’s motion for summary relief and cross-motion for 
summary relief; respondent’s reply in support of its motion and opposition to appellant’s 
cross-motion; and appellant’s reply. 
The parties agree that the issue before the Board is a purely legal matter of contract 
interpretation.  Each party to this appeal has moved for summary relief, arguing that 
judgment in its favor is appropriate based on the terms of the contract.  GSA asserts that the 
contract between GSA and EDS was an indefinite delivery/indefinite quantity (ID/IQ) 
contract in which GSA guaranteed a minimum order of 10,000 units of enrollment.  GSA 
argues that the Government ordered approximately 210,000 units, thereby extinguishing any 
further purchasing obligation it had under the contract.  EDS maintains that “this is an ID/IQ 
contract with a special pricing provision that permits adjustment.”  Appellant argues that 
GSA’s failure to order 420,000 units by September 30, 2008, “fundamentally altered the 
stated premise for cost recovery under the contract to EDS’s significant detriment.”  EDS 
posits that it is entitled to an equitable adjustment of $8,000,723.71 to “accommodate this 
constructive change.” 
We conclude that the contract, when read as a whole, was not premised on a 
commitment that GSA would order 420,000 units by September 30, 2008.  In fact, the 
contract expressly stated that GSA only guaranteed that it would purchase a minimum of 
10,000 units, and that the 420,000 figure was provided for “estimating purposes only and is 
not a commitment by the Government to order that amount.”  GSA indicated in the contract 
that it anticipated ordering 420,000 units, required the contractor to create an infrastructure 
to support enrolling 420,000 units, and then purchased only 210,000 units.  This course of 
action did not constitute a constructive change to the contract. GSA warned EDS it was only 
guaranteeing to purchase 10,000 units and it purchased 210,000 units.  Once it purchased the 
10,000 units, GSA’s purchasing obligations under the contract were met. There are no 
special pricing provisions in the contract that increased GSA’s purchasing obligations, 
altered the contract’s stated minimum number of orders, or created a right of recovery for 
appellant. 

 
 
     
 
  
  
 
  
  
           
  
           
 
 
 
 
  
3CBCA 1552 
Background 
On August 27, 2004, Homeland Security Presidential Directive 12 (HSPD-12) was 
issued, mandating the establishment of a credentialing system using PIV cards.  Appeal File, 
Exhibit 1 at 63.  PIV cards were to be used by federal agency employees and contractors for 
physical and logistical control and access, and for such other applications as determined by 
an individual agency.  Id .
1  GSA established the HSPD-12 Managed Service Office (MSO) 
to provide a centralized source for agencies seeking HSPD-12 compliant PIV cards.  Id.  The 
MSO was to put in place a contract vehicle under which agencies could elect to obtain 
HSPD-12 compliant PIV cards.  Id . 
On January 12, 2007, GSA issued a solicitation seeking a contractor capable of 
providing the PIV credentialing system as specified in the solicitation.  Appeal File, Exhibit 
1.  Pursuant to the terms of the solicitation, there were two core service components requiring 
pricing.  For contract line item number (CLIN) 1, a bundled unit price was solicited for 
enrolling an individual in the PIV program, including producing, issuing, and activating the 
PIV card.  Id . at 65. For CLIN 2, a unit price was solicited for the monthly maintenance fee 
the offeror would charge for maintaining each active PIV card account.  Id.  There were 
several additional CLINs requiring prices, most of which included prices for option years and 
volume discounts.  Id . 
Each individual’s PIV account was referred to as a unit or seat, and defined as a 
“single, active PIV identity account.” Appeal File, Exhibit 1 at 65. The offerors were to 
provide the required infrastructure and personnel to perform the CLIN 1 enrollments and 
CLIN 2 maintenance on the accounts using the unit prices they proposed.  Id . at 63.  The 
solicitation required offerors to propose firm fixed unit prices for each CLIN in accordance 
with the solicitation requirements.  Id . at 183. 
Potential offerors were informed that federal agency use of the MSO or the anticipated 
GSA contract for PIV cards was not mandatory but was established to provide a centralized 
service for agencies seeking to take advantage of efficiencies and cost savings derived from 
establishing a government-wide contract.  Appeal File, Exhibit 1 at 63.  However, at the time 
the solicitation was issued, approximately forty federal agencies, boards, and commissions 
1   In addition to “PIV cards,” the solicitation in various instances also used the terms 
PIV credentials, units, enrollments, and accounts, to describe the items being provided under 
the contract.  The enrollment of an individual equated to the purchase of a single PIV identity 
account. 

 
  
   
   
 
  
  
 
    
 
 
 
  
  
   
     
4 CBCA 1552 
had executed agreements with GSA to obtain the new PIV cards through the anticipated GSA 
contract.  Id. at 64.  GSA informed prospective offerors: 
This represents approximately 420,000 federal employees and contractors to 
be enrolled and issued credentials in the Personal Identity Verification (PIV) 
Program through this vehicle.  Offerors should use this volume as the basis for 
their proposals.  However, GSA has an open offer to additional agencies to use 
the shared services solution.  There may be additional agencies that join the 
shared solution for complete end-to-end service. 
Id.  Section 3 of the solicitation contained provisions relating to pricing which state: 
3 Pricing Basis 
Award under this solicitation will be based on seat [unit] pricing for specified 
core services and infrastructures. 
3.1 Seat [Unit] Pricing 
Seat [unit] pricing represents the costs for core services for enrollment, 
systems infrastructure, card production and issuance, card activation and the 
offeror’s required infrastructure to support these services.  The core services 
represent contractor managed services, where all equipment, materials and 
services are provided by the offeror; the government will pay a seat [unit] price 
for these services.  GSA is seeking seat [unit] pricing for these contractor 
managed services, where a seat [unit] is defined as a single, active PIV identity 
account.  There are two types of seat [unit] pricing requested - seat [unit] 
pricing for enrollment in the PIV Program and seat [unit] pricing for 
maintenance of established, active identity accounts.  That is, both types of 
seat [unit] prices apply to all active PIV account holders, enrollment seat [unit] 
pricing to establish the PIV account and maintenance seat [unit] pricing for 
each month that the account remains active. 
.  .  .  . 
3.2 Seat [Unit] Pricing Basis 
The current customer base of the GSA shared service is 420,000 prospective 
enrollees in the PIV Program for full, end-to-end services (i.e., enrollment, 
systems infrastructure, card and credential issuance and activation, and usage). 
GSA anticipates that new employees and contractors to be added to the current 
population will be 10 percent per year. This calculus will be used for the seat 

 
     
 
 
 
 
 
      
     
 
     
  
 
  
   
  
   
5 CBCA 1552 
[unit] pricing for both enrollment and account maintenance.  That is, cost 
recovery for enrollment will be based on the current prospective enrollees and 
projected additional employees and contractors to be enrolled over the duration 
of the contract. Cost recovery for account maintenance should be based [sic] 
calculated on the basis of 420,000 established and active PIV accounts from 
the month following enrollment until the end of the five-year period of 
performance.  GSA anticipates that caseload churn (i.e., the new employees 
and contractors to be enrolled in the PIV Program, and the employees and 
contractors that will leave Government employment or otherwise no longer 
require active PIV accounts) will balance so that the steady state active 
caseload will be approximately 420,000 for the duration of the contract.  The 
maintenance seat [unit] price will apply only to active identity accounts; that 
is maintenance seat [unit] pricing for a given identity account is no longer 
applied in the month following the month that the account becomes inactive. 
However, GSA has an open offer to additional agencies to use the shared 
services solution. There may be additional agencies that join the shared 
solution for complete end-to-end services. GSA anticipates that the active 
caseload volume may increase above the projected 420,000 caseload figure. 
As a result, contractors will provide pricing discounts to enrollment and 
maintenance seat pricing offers for the core service at the 420,000 current 
active identity account projected volume.  Seat pricing discounts are requested 
to one million identity accounts. 
Id. at 71-73. The solicitation also specified that the offeror was to provide an infrastructure 
requirement of 225 enrollment work stations and 225 card activation stations.  Id . at 73. 
After issuing the solicitation, GSA received several inquiries from prospective 
contractors requesting clarification on various aspects of the solicitation provisions.  Several 
of the questions and answers focused on the unit pricing provisions and the potential number 
of enrollments in the prospective contract.  Pertinent questions and answers included: 
[Question #175:] Neither the RFP [request for proposals] nor the CDRL 
[contract data requirements list] (paragraph 20) specify a minimum number of 
seats [units] for the bidder to use in calculating seat [unit] and services costs. 
(Although paragraph 20 CDRL pricing requests per seat and per quantity band 
pricing - no minimum is specified).  It is important that GSA provide bidders 
with guidance on the minimum number of seats [units] that the contractor will 
support as part of this bid. 

    
 
 
 
  
 
   
 
 
    
 
  
   
 
6 CBCA 1552 
[Answer:] Please refer to scope sections regarding estimated seat quantities, 
section 2 and 3.2. 420[,000] is current customer commitments and is our best 
estimate of total expected enrollments to date.  GSA intends to add a section 
to the RFQ [request for quotations] to indicate its intention to provide a 
minimum number of enrollments/seats/units to be ordered in the base period 
which is 10,000. 
[Question #185:] The SOW [statement of work] states that bidders should use 
the 420,000 employees[,] and offerors to be enrolled and issued credentials in 
the PIV program through this vehicle, as the basis for their cost recovery.  As 
bidders consider their requirements for capital investments to support their 
solutions, is GSA guaranteeing that the successful bidder will be paid for at 
least this 420,000 employees?  In other words, will bidders be at risk for a 
smaller number of cards issued if agencies opt to pursue other avenues to 
deploy credentials? 
[Answer:] Please refer to scope sections regarding estimated seat quantities, 
sections 2 and 3.2. 420[,000] is current customer commitments and is our best 
estimate of total expected enrollments to date.  GSA intends to add a section 
to the RFQ [request for quotations] to indicate its intention to provide a 
minimum number of enrollments/seats/units to be ordered in the base period 
which is 10,000. 
.  .  .  . 
[Question #222:] Since the smallest number of seats [units] requested is 
420,000, is that a guaranteed minimum purchase by GSA? 
[Answer:] Please refer to scope sections regarding estimated seat quantities, 
sections 2 and 3.2. 420[,000] is current customer commitments and is our best 
estimate of total expected enrollments to date.  GSA intends to add a section 
to the RFQ [request for quotations] to indicate its intention to provide a 
minimum number of enrollments/seats/units to be ordered in the base period 
which is 10,000. 
.  .  .  . 

 
       
 
 
    
       
 
  
 
   
      
    
   
      
7 CBCA 1552 
[Question #252:] Is there a date by which the Government promises the 
contractor that the Government will reach 420,000 enrollments?  Will there be 
any equitable adjustments if 420,000 enrollments are not reached by the agreed 
upon date? 
[Answer:] The Government intends to have 420,000 enrolled by October 2008. 
The Government intends to have a minimum number of enrollees in the base 
period. The Government is confident the 420,000 will be met but makes no 
promises in that regard. 
Appeal File, Exhibit 1 at 24, 28, 32. 
As promised in the answers to Questions 175, 185, and 222, following receipt of the 
questions, GSA issued an amendment to the solicitation incorporating a provision containing 
an express minimum and maximum order guarantee: 
16.17 Minimum Order Guarantee and Maximum Contract Order 
The Government guarantees that the minimum order of active identity 
accounts (units or seats) will be 10,000. The maximum order over the life of 
this contract will not exceed 1,500,000 units.  All references to 420,000 will 
be used for estimating purposes only and is not a commitment by the 
Government to order that amount. 
Appeal File, Exhibit 1 at 175. 
On April 23, 2007, GSA awarded task order GST0007NS0032 (contract) to EDS for 
the acquisition of the PIV credentialing system and EDS began performance.  Appeal File, 
Exhibit 2. Section 2.7 of the contract addressed the contract’s milestones, deliverables, and 
due dates.  Id . at 5-7.  Broadly, the milestones included system development, enrollment 
deployment, rollout and caseload conversion, and steady state.  Id .  More specifically, the 
contract’s rollout and caseload conversion milestone, which was stated to occur from October 
1, 2007, through September 30, 2008, described “rollout” as “the process of deploying 225 
enrollment stations,” and “caseload conversion” as “the enrollment of all 420,000 current 
employees/contractors into the PIV program.”  Id. at 7.  However, the contract also 
incorporated the earlier mentioned questions and answers and the Minimum Order Guarantee 
and Maximum Contract Order clause.  Id . at 113.  Although some of the clauses that are 
typical to ID/IQ contracts were not included in the contract, others were.  The parties posit, 

        
     
 
          
 
 
 
  
 
   
   
   
  
    
  
 
      
            
8 CBCA 1552 
and the Board agrees, that this was an ID/IQ contract with the base period set as the “date of 
award through 9/30/2008.”  Id. at iii. 
The contract contained EDS’s price tables for various CLINs.  Appeal File, Exhibit 
2 at iv-xv. CLINs 1 and 2 show EDS’s unit price for enrollments and for monthly account 
maintenance.  Id . at iv.  CLINs 11 through 22A set forth discounted unit prices to be used 
once enrollments exceeded 420,000 units.  Id . at v-vii.  Similarly, CLINs 23 through 34A 
showed discounted pricing to be applied once monthly maintenance services exceeded 
420,000 units.  Id . at vii-ix.  None of the CLINs provided for increased pricing where the 
number of units ordered or maintained dropped below 420,000 units. 
EDS submitted a contract modification proposal to GSA on May 23, 2008, asking, 
among other things, that the contract be amended to include a CLIN for minimum 
enrollment/maintenance services in light of the reduced number of employees enrolled up 
to that point.  Appeal File, Exhibit 3.  The proposal contemplated changing the contract to 
provide a monthly minimum payment to EDS, regardless of the number of enrollments or 
activated maintenance accounts, until 850,000 enrollments had been achieved.  Id . at 9. 
EDS’s stated goals of the proposed modification included “[e]stablish[ing] appropriate risk 
sharing between EDS and GSA” and “[s]tabilizing EDS’s current financial state and 
provid[ing] a level of financial predictability on a go forward basis.”  Id. at 2. 
On August 12, 2008, GSA refused to modify the contract, asserting that the current 
enrollments exceeded the minimum numbers required by the contract and that to change the 
contract the way EDS requested would afford EDS an advantage not provided other offerors 
while placing undue risk on GSA.  Appeal File, Exhibit 6 at 3. EDS represented that as of 
September 22, 2008, it had enrolled over 184,000 individuals into the HSPD-12 compliant 
PIV card system and delivered more than 131,000 PIV cards.  Id ., Exhibit 8. 
EDS submitted a certified claim on November 7, 2008, requesting that an equitable 
adjustment be issued in the amount of $8,000,723.71, based on “material changes to the core 
contract provisions governing the pricing and deployment schedule for performance under 
the . . . contact.”  Appeal File, Exhibit 12.  On the date of the claim EDS represented that 
approximately 210,000 individuals had been enrolled as of September 2008.  Id . at 13.  A 
contracting officer’s final decision was issued on January 6, 2009, denying the claim in its 
entirety.  Id., Exhibit 13. The final decision was appealed to the Board, where it was 
docketed as CBCA 1552. 

         
  
   
    
 
 
   
   
 
     
 
     
  
 
9CBCA 1552 
Discussion 
Both parties assert they are in fundamental agreement with respect to the relevant 
facts, that there are no material facts in dispute, that the appeal involves solely the matter of 
contract interpretation, and that it is suitable for resolution on the motions for summary relief. 
Any differences as to the undisputed facts the parties have proposed are minor and are 
immaterial to the outcome of the dispute.  Pure contract interpretation is a question of law 
that may be resolved by summary judgment.  P. J. Maffei Building Wrecking Corp. v. United 
States , 732 F.2d 913, 916 (Fed. Cir. 1984).
2   Based on a review of the facts, the Board agrees 
that there are no relevant disputed facts and that this case is appropriate for summary 
resolution based on contract interpretation. 
In interpreting the language of a contract, reasonable meaning must be given all parts 
of the agreement so as not to render any portion meaningless, or to interpret any provision 
so as to create a conflict with other provisions of the contract.  Fortec Constructors v. United 
States , 760 F.2d 1288, 1292 (Fed. Cir. 1985); United States v. Johnson Controls, Inc. , 713 
F.2d 1541, 1555 (Fed. Cir. 1983).  In other words, “an interpretation that gives a reasonable 
meaning to all parts will be preferred to one which leaves a portion of [the contract] useless, 
inexplicable, inoperative, void, insignificant, meaningless, superfluous, or achieves a weird 
and whimsical result.”  Arizona v. United States , 575 F.2d 855, 863 (Ct. Cl. 1978); see also , 
e.g., Gould, Inc. v. United States , 935 F.2d 1271, 1274 (Fed. Cir. 1991); Johnson Controls , 
713 F.2d at 1555. 
Contract language should be given the plain meaning that would be derived by a 
reasonably intelligent person acquainted with the contemporaneous circumstances.  Firestone 
Tire & Rubber Co. v. United States , 444 F.2d 547, 551 (Ct. Cl. 1971); Hol-Gar 
Manufacturing Corp. v. United States , 351 F.2d 972, 975 (Ct. Cl. 1965).  The contract must 
be construed to effectuate its spirit and purpose, giving reasonable meaning to all of its parts. 
Gould, Inc. , 935 F.2d at 1274. 
When, as here, both parties have moved for summary relief, each party’s motion must 
be evaluated on its own merits and all reasonable inferences must be resolved against the 
2   Interpreting the language, conduct, and intent of the parties may sometimes involve 
questions of material fact and may not present a pure question of law. If there is a genuine 
dispute of material fact, summary judgment is inappropriate.  Beta Systems, Inc. v. United 
States , 838 F.2d 1179, 1183 (Fed. Cir. 1988). 

   
  
      
      
 
    
  
 
   
          
 
 
   
   
10 CBCA 1552 
party whose motion is under consideration.  First Commerce Corp. v. United States , 335 F.3d 
1373, 1379 (Fed. Cir. 2003); DeMarini Sports, Inc. v. Worth, Inc. , 239 F.3d 1314, 1322 (Fed. 
Cir. 2001).  The mere fact that both parties have moved for summary relief does not impel 
a grant of one of the motions.  California v. United States , 271 F.3d 1377, 1380 (Fed. Cir. 
2001). 
Appellant’s Motion 
Appellant seeks relief, alleging that when GSA failed to enroll 420,000 employees by 
September 30, 2008, it constructively changed material terms of the contract.  Arguing that 
“this is an ID/IQ contract with a special pricing provision that permits adjustment,” EDS 
avers that “the CLIN structure, milestone schedule, and pricing provisions” expressly state 
that the “structure and pricing” of the contract is based on the expectation that GSA would 
achieve a caseload conversion base of 420,000 enrollees by the end of September 2008. 
Appellant’s Opposition to Respondent’s Motion for Summary Relief and Cross-Motion for 
Summary Relief at 16. 
Appellant posits that enrolling 420,000 units by September 30, 2008, was a 
“contractual premise” that served as the foundation for contract pricing.  When the 
“contractual premise” was not achieved, EDS had to absorb uncompensated costs and did not 
recover revenues that it argues were expressly contemplated by the contract pricing terms: 
Separate and apart from the minimum guarantee provision, the contract 
unambiguously states that EDS’ cost recovery under the contract “will be 
based” on a “calculus” of 420,000 enrollees, and that this calculus “will be 
used for the seat pricing for both enrollment and account maintenance.”  The 
delay in achieving the caseload conversion base of 420,000 enrollees has 
caused EDS to incur additional costs, including . . . maintenance and personnel 
costs, facts which GSA does not contest. 
Appellant’s Reply at 4 (citations omitted) . 
GSA mentioned in several places in the contract that it had a customer base of 
420,000 prospective enrollees.  It told offerors that “cost recovery for enrollment will be 
based on the current prospective enrollees and projected additional employees and 
contractors to be enrolled over the duration of the contract.”  The milestone for “rollout and 
caseload conversion,” which was to occur October 1, 2007, through September 30, 2008, 
described “caseload conversion” as “the enrollment of all 420,000 current 

      
 
 
  
 
 
 
 
  
     
 
   
 
  
     
     
      
  
11 CBCA 1552 
employees/contractors into the PIV program.” 3   Included in the contract were infrastructure 
related requirements such that EDS was required to create an infrastructure that was capable 
of enrolling 420,000 individuals. 
It is apparent from the terms of the solicitation and contract that GSA fully expected 
that approximately 420,000 individuals would be enrolled during the base year of the 
contract.  However, there are no contractual provisions committing GSA to provide the 
420,000 individuals for enrollment.  Furthermore, during the question and answer period, 
while indicating that it expected to have 420,000 enrollees in the base year, GSA took 
measures to clarify that it would not guarantee 420,000 individuals for enrollment.  Further, 
GSA made clear in the amended solicitation and in the contract that it was only guaranteeing 
10,000 individuals for enrollment in the system.  Regarding the 420,000 figure, GSA 
clarified that “[a]ll references to 420,000 will be used for estimating purposes only and is not 
a commitment by the Government to order that amount.” 
Appellant’s argument for constructive change fails to consider the significance of the 
Minimum Order Guarantee and Maximum Contract Order clause to the Government’s 
contractual obligations. Appellant’s interpretation would have us read selected contract 
provisions in a vacuum while ignoring other clear contract language.  The contract clearly 
stated that while GSA estimated that 420,000 employees would be enrolled, it was willing 
to guarantee only a minimum order of 10,000 enrollees.  Appellant’s interpretation treats the 
420,000 figure as something more than the Government’s best estimate of what it anticipated 
ordering.  Although the contract obligated EDS to build an infrastructure capable of enrolling 
420,000 individuals, and similarly contained a milestone showing enrollments totaling 
420,000, that did not obviate the contract’s clear language stating that only 10,000 
enrollments were guaranteed. The Government made clear in the contract that it was in no 
way guaranteeing the 420,000 enrollees and that the figure should be used for estimating 
purposes only.  Reading the contract as a whole and giving reasonable meaning to all of its 
parts so as not render any portion meaningless or to interpret any provision so as to create a 
conflict with other provisions of the contract, we do not see the use of the 420,000 figure as 
creating a right to an equitable adjustment. 
3 We note that there appear to be some inconsistencies in the contract as to whether 
the 420,000 prospective enrollees were to be enrolled over the duration of the contract, as set 
forth in the Seat [Unit] Pricing Basis clause, or during the base year of the contract, as 
contained in the milestone for rollout and caseload conversion.  We did not address this issue, 
as we consider the analysis contained in the body of the decision to override it. 

 
  
      
    
 
   
            
  
 
  
 
 
   
       
      
12CBCA 1552 
EDS’s cost recovery and profit in this contract are directly correlated to the number 
of enrollments it accomplishes. Notwithstanding what may well have been a risk on its part, 
EDS appears to have been willing to take the chance that GSA would order less than the 
420,000 enrollments it indicated that it anticipated ordering.
4 
The Court of Appeals for the Federal Circuit has held that the Government’s purchase 
of the guaranteed non-nominal minimum amount under an indefinite quantity contract 
satisfies the Government’s legal purchasing obligation.  Travel Centre v. Barram , 236 F.3d 
1316, 1319 (Fed. Cir. 2001).  It is undisputed that GSA has ordered in excess of the 10,000 
minimum number of orders it guaranteed. Thus, the Government has satisfied its purchasing 
obligations under the contract. Arguing vehemently that its claim is not based on the 
Government’s breach of its purchasing obligations and, therefore, the precedent of Travel 
Centre  and its progeny does not apply, appellant asserts: 
EDS is not alleging [that] the 420,000 enrollees was the minimum quantity 
guaranteed by the contract, nor is EDS alleging breach of contract.  While 
420,000 enrollees was an estimate for purposes of defining GSA’s anticipated 
needs, it is clear that 420,000 enrollees by September 30, 2008, was expressly 
included as a term in several other contract provisions, including the stated 
basis for cost recovery, the milestone schedule, and the CLIN pricing structure. 
As such, the only way to harmonize the minimum guarantee with the cost 
recovery model and milestone schedule is to interpret this as an ID/IQ contract 
with a special pricing provision that permits adjustment for fluctuations in the 
number of enrollees. 
Appellant’s Opposition to Respondent’s Motion for Summary Relief and Cross-Motion for 
Summary Relief at 2. 
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, EDS argues that even 
though the Government has satisfied the contract’s minimum purchasing obligations, the 
Government has additional “legal obligations to a contractor under an ID/IQ contract [that] 
extend beyond its satisfaction of the minimum purchasing obligations.”  Appellant bases its 
right of recovery upon these other legal obligations.  EDS argues that achieving the caseload 
4   We note that EDS has not represented whether or how it relied on the 420,000 
figure when it priced its bid. 

 
 
  
 
      
 
 
 
 
 
     
  
   
    
  
 
 
 
 
13 CBCA 1552 
conversion figure of 420,000 was an express term of multiple contract provisions creating 
additional legal obligations beyond the contract’s minimum purchasing obligations.  We 
disagree. 
In Advanced Technologies , Community Consulting International , and Burke Court 
Reporting, summary judgment was denied even though the Government had met its 
minimum purchasing obligations, because there were disputed facts regarding the 
Government’s good faith.  These cases are inapplicable to the matter before us because 
appellant has presented no facts or allegations regarding failure to cooperate, abuse of 
discretion, or bad faith action. Furthermore, while it couches its argument as a failure by 
GSA to meet additional legal obligations in the contract, taken to its logical conclusion, 
appellant’s argument creates new legal obligations which ultimately result in increased 
purchasing obligations.  No matter how its argument might be cast, EDS is essentially 
seeking compensation for GSA’s failure to purchase 420,000 units of enrollment.  As GSA 
has met its minimum purchasing obligations under the contract, Travel Centre  applies to 
preclude recovery. 
Finally, we do not read this contract, as appellant urges the Board should, to contain 
a special pricing provision that permits adjustment.  To the extent that there are special 
pricing provisions permitting adjustments, those are set forth in the several CLINs providing 
for unit price discounts when the Government orders over 420,000 units.  Comparable CLINs 
providing for price increases when the Government orders less than 420,000 units are 
conspicuously absent from the contract.  When it entered into this contract, EDS took the risk 
that GSA would order fewer than the estimated 420,000 units of enrollment. It does not now 
have the right to demand a contract adjustment to circumvent the risk it was originally 
willing to take under the terms of the contract.  Based on the foregoing, appellant’s motion 
for summary relief is denied. 
Respondent’s Motion 
Respondent has moved for summary relief, representing that the Government ordered 
approximately 210,000 PIV enrollments during the base year of this ID/IQ contract, far 
exceeding the contract’s minimum guarantee of 10,000 units.  Citing Travel Centre , GSA 
posits that by ordering the minimum guaranteed amount, it extinguished any further 
purchasing obligation it had under the contract.  It avers that the 420,000 figure was an 
estimate of the number of enrollments the Government anticipated during the base year. 
Furthermore, prior to award and in the contract itself GSA repeatedly and explicitly informed 
EDS that the 420,000 figure was for estimating purposes only and not a guarantee of 
enrollments. 

 
   
  
  
                                                                 
                                                                                                                                  
14 CBCA 1552 
By giving reasonable meaning to all parts of the contract so as not to render any 
portion meaningless or to interpret any provision so as to create a conflict with other 
provisions of the contract, we conclude that GSA made clear in this contract that it 
anticipated that the contractor would enroll 420,000 individuals by September 30, 2008, but 
that it guaranteed only 10,000 individuals for enrollment. As approximately 210,000 
individuals were enrolled, GSA more than met its purchasing obligations, and pursuant to 
the precedent contained in Travel Centre , the Government is entitled to summary relief. 
Decision 
Appellant’s motion for summary relief is denied.  Respondent’s motion for summary 
relief is granted, and the appeal is DENIED . 
PATRICIA J. SHERIDAN 
Board Judge 
We concur: 
JAMES L. STERN H. CHUCK KULLBERG 
Board Judge Board Judge