The Appeal of STUDIO PRINTING, INC. GPO BCA 4-85 February 7, 1986 MICHAEL F. DiMARIO, Administrative Law Judge OPINION This appeal was timely filed by Studio Printing Inc., 2387 Lewis Avenue, Rockville, MD 20851 (hereinafter "Studio" or "Appellant") on March 20, 1985, pursuant to the "Disputes" provisions of U.S. Government Printing Office Contract Terms No. 1, revised October 1980 (GPO Publication 310.2), which were incorporated into and made part of a certain term contract between Appellant and the United States Government Printing Office (hereinafter "GPO" or "Respondent") identified as Program A814-M, Purchase Order 34334, Jacket No. 440-712, dated April 2, 1984. The appeal is from the "Final Decision" of Mr. Robert Love, Contracting Officer, GPO, of December 26, 1984, denying Appellant's claim of entitlement under contract print order 18123 to a $50 invoiced charge for "one color wash for varnish". (Appeal file, hereinafter "R4 file," Tab D). The decision of the contracting officer is affirmed for the reasons hereinafter stated. BACKGROUND On February 17, 1984, Respondent issued an Invitation to Bid (IFB) on a certain general requirements term contract known as Program A814-M for the production of various self and separate cover books and pamphlets as might be requisitioned from the Respondent from time to time by any of the departments and agencies of the United States Government; the term of the contract being April 1, 1984, through September 30, 1984 (R4 file, Tab A). Section 3 of such IFB captioned "DETERMINATION OF AWARD AND PLACEMENT OF WORK" in pertinent part specified that: Procurement under this solicitation will be divided into two categories as follows: Category 1: Quantities up to and including 1,999 copies. Category 2: Quantities of 2,000 or more copies. The Government will make multiple awards in each category since it is anticipated that one firm may not be able to meet all of the requirements. Each order will be individually abstracted to determine the lowest bid. In placing work, . . . [t]he Government will be obligated to offer each job to the low contractor first, the next low contractor second, and so on until the job has been accepted . . . . When the contractor accepts, a formal print order will be issued. Some 37 prospective contractors, including Appellant, bid upon the IFB. Bids were opened on March 16, 1984, and abstracted. Thereafter, purchase orders making the multiple awards were issued to 36 of the participants, including No. 34334 of April 2, 1984, to Appellant "[i]n strict accordance with your Quotation dated 3-15-84 and our specifications." (R4 file, Tab B) On April 30, 1984, pursuant to the purchase order, Respondent placed Print Order 18123 with Appellant requiring the production of some 1,875 copies of a certain publication for the Federal Emergency Management Agency (FEMA). The print order contained the following pertinent instruction: "Cover 1 prints in 2 colors blk. & pms process blue. Cover 4 is solid blue. PRESS VARNISH WITH BOTH COVERS." Appellant completed and delivered the job in accordance with the specification and invoiced Respondent for payment. At this point apparently Respondent's auditor deducted $50 from the invoice disallowing "one color wash for varnish." There followed a series of written exchanges between the parties concerning the claim and its denial culminating in the Final Opinion of the contracting officer and this resulting appeal. As a preliminary matter, a prehearing conference was held on July 17, 1985, wherein it was apparent that the parties were in agreement that Appellant under the IFB was entitled to charge for a washup in conjunction with making its press ready for the application of a protective coating of varnish to the covers, but differed diametrically as to whether the specifications required the bidder to have included such charge as part of its all-inclusive price quotation for varnishing as asserted by Respondent or whether the specifications created an entitlement to an additional charge under the provisions of the "Note" respecting washups on page 18. The "Note" standing alone states: "Contractor will be allowed additional charges for the following: A washup charge of $50.00 for each additional color required other than black." Appellant argued that varnish is a "color," namely "clear," has all the technical characteristics of inks, and is recognized as such within the printing and ink industries and by Respondent's own Quality Control and Technical Department. Respondent argued that varnish was not a color within the meaning of the note and that this point is clear when the contract is read as a whole, the word color being used extensively throughout the contract specification. After much discussion there followed an oral motion for summary judgment by Respondent's counsel on the ground that there was no genuine dispute as to any material fact and that the Respondent was entitled to judgment as a matter of law. Appellant's representative objected asserting in substance that there was a genuine dispute; namely, whether or not varnish was a "color". Respondent's counsel then opined that to support the objection, Appellant's representative would have to show that there was a genuine dispute of fact. The undersigned then explained to Appellant's representatives, both of whom were non-lawyers, that questions of contract interpretation such as the meaning of the word "color" within the context of the specifications were considered to be questions of law and not questions of fact, and that in general decisions of administrative boards such as this are deemed final.and conclusive as to questions of fact but appealable to the Federal courts as to questions of law. After further discussion, the undersigned advised the parties that he would treat the matter as if cross-motions for summary judgment had been filed asking the parties whether they desired to brief the issue. Both were in agreement that the issue should be decided at that time whereupon the undersigned orally ruled in favor of the Respondent reserving the right to modify such preliminary ruling in rendering a written opinion if need be. The case comes to the Board for written decision in this form. ISSUE The issue presented in this appeal is whether or not "varnish" is an "additional color" within the context of the "Note" provision concerning additional charges for washup on page 18 of the specifications. DECISION The specification language is clear on its face and does not require reliance upon rules of construction in order to give it efficacy. The specification tells us in parts pertinent to the question presented in this appeal that: [1] SCOPE: These specifications cover the production of various self and separate cover books and pamphlets requiring such operations as film making, printing, binding, packing, mailing and delivery. . . . . [2] FREQUENCY OF ORDERS: It is impossible to predetermine the number or frequency of orders which will be placed during the term of the contract . . . . [3] QUANTITY AND NUMBER OF PAGES: Since the volume of work . . . cannot be predetermined, no guarantee can be made as to the quantity and number of pages which will be ordered . . . . . . . . Approximately 50% of the total orders will require separate paper covers. Approximately 3% of the total orders will require fold-ins (usually printed one side only). . . . . [4] GOVERNMENT TO FURNISH: Camera copy consisting of films, positives, and/or reproduction copy for cover, and/or fold-ins. . . . . [5] CONTRACTOR TO FURNISH: All materials and operations, other than those listed under "Government to Furnish," necessary to produce the product(s) in accordance with these specifications. [6] PRINTING: The major portion of the work . . . will print in black ink. However, an occasional order may require printing in a color or colors other than, or in addition to black, on text, covers, and/or fold-ins. [7] An occasional order may require coating (after printing) the entire surface of cover pages 1 and 4 with varnish or lacquer . . . . [8] [Color is to] Match pantone number as indicated on the print order. . . . . [9] . . . Prices shall be all-inclusive covering all materials and operations, for complete production in accordance with these specifications. . . . . [10] PRINTING AND BINDING: The prices quoted must be all- inclusive for printing and binding (as required), in accordance with these specifications . . . . [11] Text and Cover Pages (printing in a single ink color): A charge will be allowed for "each page", whether printed or blank, contained in the product(s) ordered. Each text leaf contains two pages, and each complete cover contains four pages. [12] Prices quoted for item 6(a) must be all-inclusive for printing fold-ins on one side only, and binding; and must include.the cost of film, imposition, platemaking, press makeready and running, ink, cutting, folding, tipping-in or inserting throughout text, as indicated. [13] Prices quoted for item 6(b) must be all-inclusive for printing fold-ins on one side only, and binding; and must include the cost of film imposition, platemaking, press makeready and running, ink, cutting, folding, and gathering in sets at the end of the text. [14] Prices quoted for item 6(c) must be all-inclusive for printing fold-ins on the second side, in the same ink color used on first side, and must include only the cost of film imposition, platemaking, press makeready and running, and ink. . . . . [15] Additional Color(s): Prices quoted for item 7(a) shall include only those costs necessary for printing a single text or cover page in a color (in addition to or other than the first single ink color press run charged for under items 1 through 5). Prices quoted for item 7(b) shall include only those costs necessary for printing each side of a fold-in in unit in a color (in addition to or other than the color charged for under item 6). NOTE: Contractor will be allowed additional charges for the following: a washup charge of $50.00 for each additional color required other than black. Paragraph numbering has been added by the undersigned to add extreme clarity to the paragraph groupings, because it is his opinion that the "Note" in question reflects back to the two subparagraphs immediately preceding it and no others, and that the two subparagraphs and the "Note" constitute a single paragraph under the heading "Additional Colors". The reason for this conclusion is that the "Note" is speaking to "each additional color" (underscoring added) just as the paragraph heading speaks of "Additional Color(s)". Reaching this conclusion it follows that the "Note" pertains to price quotations being given in line items 7(a) and 7(b) of the price schedule. Moreover, the wording in the two subparagraphs refers specifically and respectively to "printing a single text or cover page in a color (in addition to or other than the first single ink color press run)" and "printing each side of a fold-in unit in a color (in addition to or other than the color charged for under item 6)." (Underscoring added) In addition, the "Note" and the entire paragraph make it clear that the price quotes for line items 7a and 7b are additional charges for additional colors; that is, additional to the all-inclusive charges for one color printing in line items 1 through 6. It follows that since the note applies only to price quotes in line items 7(a) and 7(b), any washup costs associated with items 1 through 6 are, as with all other costs (except with respect to the use of additional colors), to have been included in the applicable line item 1 through 6 price quotes on the "Schedule of Prices". Thus, it is this Board's opinion that the application of varnish as a protective coating cannot by any stretch of the imagination be construed to be printing of an additional color in line item 7(a) or 7(b) to which the note concerning washups makes reference. Once this analysis is completed, it becomes abundantly clear that "Schedule of Prices" line item 8, "Printing Operation: Coating (cover pages 1 and 4)", is the applicable line item whereat bidders were to have included under the heading "Makeready and/or Setup Charges" any washup costs as an integral part of the all-inclusive costs for such protective coating operations pursuant to the provisions on page 7 of the specification quoted above as numbered specification paragraphs 7 and 9. Accordingly, the decision of the contracting officer is hereby affirmed.