_______________________________________________ DENIED: April 4, 1996 _______________________________________________ GSBCA 13367 A. S. McGAUGHAN CO., INC., Appellant, v. GENERAL SERVICES ADMINISTRATION, Respondent. Charles F. Mitchell, Rockville, MD, counsel for Appellant. Gerald L. Schrader, Office of General Counsel, General Services Administration, Washington, DC, counsel for Respondent. Board Judges BORWICK, DeGRAFF and GOODMAN. BORWICK, Board Judge. Background This appeal involves a claim by appellant, A.S. McGaughan Co. (McGaughan), against respondent, General Services Administra- tion (GSA), pertaining to a contract for renovation of the Department of Veterans Affairs headquarters in Washington, D.C. Portions of the space had suspended ceilings with acoustical ceiling tiles. The GSA contracting officer ordered McGaughan, when installing the sprinkler system, to place the fire sprinkler heads in the middle of the ceiling tiles. McGaughan did so at an alleged increased cost of $201,962. McGaughan claims the con- tracting officer's directive was a constructive change to its contract, as the contract did not require fire sprinkler heads in the middle of the ceiling tiles. GSA maintains that the contract did contain that requirement and that GSA's directive was nothing more than an order to McGaughan to do work contemplated by the contract. The parties cross-move for summary relief on this entitle- ment issue. For the reasons explained below, we grant GSA's motion for summary relief and deny the appeal. Findings of Fact The parties do not dispute the following facts: Contract provisions The contract specifications required location of fire sprinkler heads as follows: A. General: Provide sprinkler heads where indicated on the drawings and in conformance with NFPA [National Fire Protection Association] 13 for complete sprinkler coverage throughout the building, except as modified herein. . . . . D. Suspended Ceiling: Provide sprinklers in areas with suspended ceilings that are pendant type with pipe and fittings located above the suspended ceiling. Provide polished stainless steel plates or chromium-plated finish on copper alloy ceiling plates and chromium plated sprinklers below suspended ceilings. Appeal File, GSBCA 13559, Exhibit 1 at 15330-7 ( 2.5.). As to installation of the fire sprinkler heads, the contract specifica- tions provided in relevant part: A. General: Install the automatic sprinkler systems in accordance with drawings and specifications. Install the sprinkler system such that no parts interfere with doors, windows, heating, plumbing, air conditioning systems or electrical equipment. Coordinate the loca- tions of sprinkler heads and piping with elements in the ceiling such that it does not interfere with the ceiling config-uration. . . . . D. Sprinkler heads: Space, locate, and position sprin- kler heads in accordance with NFPA 13. . . . . I. Accessories: Provide all test and drain lines as required by NFPA 13. Provide pressure gauges, signs and other such standard appurtenances as required for a complete installation in accordance with NFPA 13. Id. at 15330-10 ( 3.1.). The notes for construction drawing C-3 provided in pertinent part: III. GENERAL NOTES FOR REFLECTED CEILING PLAN -- PAGES 3-45 THROUGH 3-90 A. MOUNT CEILING FIXTURES IN THE CENTER OF A CEILING TILE (U.N.O.) . . . . G. REFLECTED CEILING PLANS INDICATE "WORKING POINTS" FOR LAYOUT OF ACOUSTICAL TILE CEILINGS AND THE LOCA- TIONS OF CEILING FIXTURES AND OTHER ACCESSORIES. . . . . J. SPRINKLER HEAD LOCATIONS ARE SHOWN FOR DESIGN INTENT ONLY. LOCATE SPRINKLER HEADS PER CODE REQUIREMENTS AS SPECIFIED. Appeal File,[foot #] 1 Exhibit 4. NFPA 13 requires a minimum of one sprinkler head for every two hundred and twenty-five square feet in a light hazard occu- pancy building such as the Department of Veterans Affairs Build- ing. Respondent's Opposition and Cross-Motion for Summary Relief, Exhibit 4 (Declaration of Daniel Niner)(Feb. 13, 1996)) at 2 ( 5), Exhibit 5 at 2 (Table 4-2.2.). NFPA 13 also requires that fire sprinkler heads be a minimum distance of four inches from a wall and a maximum distance of seven and one-half feet from a wall. Id., Exhibit 4 at 3 ( 6). Drawing C-3-76, the ceiling plan for level "eight," part "A," shows a ceiling grid, consisting of squares. Respondent's Reply to Appellant's Opposition to Respondent's Cross-Motion for Summary Relief, Exhibit 2 (Drawing C-3-76). Within some of those squares are black dots; where there are black dots within squares, the dots are always in the center of the squares. Id. A black dot is the drawing symbol for a sprinkler head. Id. (Drawing C-2). A note beside the symbol identification reads: "SUGGESTED SPRINKLER HEAD LOCATION (RE: SPECS)." Id. The note to the right side of drawing C-3-76 states: "REFER TO PAGE 3-76 FOR CEILING GRID WORKING POINTS, SECTION, AND FIXTURE LOCATIONS. (U.N.O. ON THIS PLAN)." Id. (Drawing C-3-76). Drawing C-3-77 (level "eight," part "B") contains the same layout and note on ----------- FOOTNOTE BEGINS --------- [foot #] 1 Unless otherwise noted, appeal file references are to the file submitted for GSBCA 13367. ----------- FOOTNOTE ENDS ----------- the right side of the drawing.[foot #] 2 Id. (Drawing C-3-77). Events leading to claim McGaughan's second-tier subcontractor for the design and installation of the fire protection system was National Fire Protection, Incorporated (National Fire Protection). Respon- dent's Opposition and Cross-Motion for Summary Relief, Exhibit 2 (Declaration of Raymond P. Dantrassy)(Feb. 13, 1996)) at 3 ( 7). National Fire Protection had prepared the bid for the fire sprinkler system at the Department of Veterans Affairs Building. Appellant's Motion for Partial Summary Relief, Exhibit 2 (Affida- vit of Jay M. Berkowitz (Jan. 19, 1996)) at 1 ( 3). The Nation- al Fire Protection bid estimator did not interpret the plans and specifications as requiring fire sprinkler heads in the center of the ceiling tiles. Id. at 1 ( 6). During installation of the fire sprinkler heads, GSA's inspectors, at a walk-through of the construction site, noticed that McGaughan had not installed the fire sprinkler heads in the center of the ceiling tiles. Respondent's Opposition and Cross- Motion for Summary Relief, Exhibit 2 at 3 ( 7). GSA requested that the fire sprinkler heads be placed in the center of ceiling tiles. Respondent's Opposition and Cross- Motion for Summary Relief, Exhibit 2 at 3 ( 7). In response, National Fire Protection wrote to McGaughan's mechanical subcon- tractor, John J. Kirlin (Kirlin), that: Sprinkler heads are not ceiling fixtures. We have complied with all the above drawing and specification requirements.[foot #] 3 No where [sic] in the contract documents does it state that sprinkler heads are to be center of tile. Appeal File, Exhibit 6. Kirlin sent that letter to McGaughan. Id., Exhibit 7. On January 11, 1993, McGaughan forwarded Kir- lin's and National Fire Protection's letters to GSA and asked: "Please review this issue and advise if we are not to proceed with National Fire Protection's interpretation of the contract requirement." Id., Exhibit 8. ----------- FOOTNOTE BEGINS --------- [foot #] 2 Unlike drawing C-3-76, drawing C-3-77 does not have the symbols or the notes accompanying the symbols. [foot #] 3 National Fire Protection referenced the architectural symbols for drawing C-2, the accompanying note, the architectural notes to drawing C-3, and specification section 15330 regarding placement of sprinkler heads. Appeal File, Exhibit 6. ----------- FOOTNOTE ENDS ----------- On January 19, 1993, GSA wrote: Contrary to the position taken in the letter, this office finds that all of the contract documents support the requirement that the sprinkler heads are to be centered in the ceiling tiles. The notes relating to the reflected ceiling plans and the reflected ceiling plans themselves indicate, clearly, that the sprinkler heads are to be installed in the center of the ceiling tiles. In addition, the Sprinkler Shop Drawing Submit- tals locate the sprinkler heads in the center of the ceiling tiles. In view of all of the above, you are directed that sprinkler heads are to be installed in the center of the ceiling tiles in accordance with the contract documents. Appeal File, Exhibit 9. On March 23, 1993, National Fire Protection forwarded a labor and materials quotation to Kirlin for $87,563, and request- ed a change order. Appeal File, Exhibit 10. On April 15, Kirlin sent to McGaughan its request for a change amounting to $106,428, which included the value of National Fire Protection's quotation. Id., Exhibit 11. On May 18, McGaughan sent its request for a change (for $118,683) to GSA. Id., Exhibit 12. On September 15, 1994, GSA told McGaughan that it construed the base contract as requiring fire sprinkler heads centered in the ceiling tiles and that the work to put fire sprinkler heads in the centers of the ceiling tiles was to be done "at no additional cost or time." Id., Exhibit 13. On March 31, 1995, National Fire Protection filed a claim letter with Kirlin. National Fire Protection explained in detail why it did not interpret the contract as requiring sprinkler heads in the middle of ceiling tiles. Appeal File, Exhibit 14. On April 18, Kirlin filed its own claim letter with McGaughan, forwarding National Fire Protection's letter as an attachment. Id., Exhibit 15. On April 24, McGaughan filed an uncertified claim with GSA, submitting both National Fire Protection's letter and Kirlin's letter as support. Id., Exhibit 16. By the end of April the alleged cost (plus markups) of centering fire sprinkler heads on the ceiling tiles had grown to $201,962. Id., Exhibit 17. On May 5, GSA advised McGaughan that it would not recognize the uncertified submittal as a claim within the meaning of the Contract Disputes Act (CDA). Id., Exhibit 18. On May 29, McGaughan filed a certified claim with GSA. Id., Exhibit 19. On August 1, 1995, the contracting officer denied McGaug- han's claim; the five-page letter provided a detailed rebuttal of the points National Fire Protection had made earlier in its claim letter to Kirlin. Appeal File, Exhibit 20. On August 8, 1995, McGaughan submittal a timely appeal to this Board. Contract specifications for other projects In two GSA projects for which National Fire Protection has installed sprinkler systems, the John Wesley Powell Building and the National Foreign Affairs Training Center, the approved shop drawings had a note that the fire sprinkler heads were to be in the center of the ceiling tiles or panels. Appellant's Reply Memorandum In Support of Appellant's Motion for Partial Summary Relief and In Opposition to Respondent's Cross-Motion for Summary Relief, Exhibits 1, 2. Specification section 15330 for the John Wesley Powell Building stated that sprinkler heads were to be in a pattern, centered within ceiling panels. Id., Exhibit 3. The contract for the National Foreign Affairs Training Center had a similar specification. Id., Exhibit 4. The contract specifications for the John Wesley Powell Building, however, did not include a reflected ceiling plan or acoustical ceiling plan on which GSA could show the location of fire sprinkler heads. Respondent's Reply to Appellant's Opposi- tion to Respondent's Cross-Motion for Summary Relief, Exhibit 3 (Declaration of Edwin A. Lopacki, Jr. (Mar. 19, 1996)) at 2 ( 4). The reflected ceiling plans for the National Foreign Affairs Training Center contained no depiction of the requirement to install fire sprinkler heads in the ceiling tiles, much less in the center of those tiles. Id., Exhibit 4 (Declaration of Jean S. Hundley (Mar. 19, 1996)) at 2 ( 3). Discussion This matter involves interpretation of contract specifica- tions and drawings, the contents of which are undisputed. Questions of contract interpretation present matters of law, making an appeal involving them ripe for summary relief on the matter of entitlement. Blake Construction Co. v. United States, 28 Fed. Cl. 672, 685 (1993); Diplomatic Painting & Building Services Co. v. General Services Administration, GSBCA 12031, 94- 1 BCA 26,502, at 131,917. McGaughan argues that it interpreted an ambiguous contract in the only reasonable way. Appellant's Motion for Summary Relief at 6. McGaughan argues that the drawing notes and drawing symbols "demonstrate beyond cavil" that, in this contract, sprinkler heads are not ceiling fixtures to be put in the middle of ceiling tiles. Id. McGaughan argues that "sprinkler heads are to be spaced and located in accordance with NFPA 13 and local building code, not center of tile." Id. at 7. In support of this interpretation, McGaughan relies on the following: (1) paragraph 2.5.A. of contract section 15330; (2) paragraph 3.1.D. of contract section 15330. As to those paragraphs, McGaughan argues that they require location of fire sprinkler heads in accordance with NFPA 13, and not in the center of ceiling tiles. (3) general note III.A. on drawing C-3; (4)general note III.G. on that same drawing; and (5) general note III.J. As to general note III.A., McGaughan argues that this note only requires ceiling fixtures to be centered, it does not say "[ceil- ing] fixtures and sprinkler heads," and the general trade prac- tice is to specifically call for centering sprinkler heads if required. Referencing note III.G., McGaughan argues that the notes reflect layouts of ceiling fixtures and other accessories and that fire sprinkler heads are "other accessories." McGaughan maintains that note III.J. states that sprinkler head locations are for design intent only and the heads are to be spaced per code location. (6) the symbol identification on drawing C-2. McGaughan argues that the symbol identifications are consistent with National Fire Protection's interpretation, because the symbol identifications call other items "fixtures" while they do not call fire sprinkler heads "fixtures." (7) the identification of "fixtures" in plumbing and electrical specifications and (8) recent dictionary definitions. McGaughan argues that these specifications and the dictionary make it clear that, under this contract, fire sprinkler heads are not "fixtures." Appellant's Motion for Summary Relief at 3. GSA maintains that McGaughan shop drawings showed fire sprinkler heads in the middle of the ceiling tiles. GSA argues that the standard FAR clause "SPECIFICATION AND DRAWINGS FOR CONSTRUCTION (APR 1984)" bars McGaughan from maintaining other- wise because it failed to give contemporaneous notice that it was varying from contract requirements in placing fire sprinkler heads off-centered on the tiles. Respondent's Cross-Motion for Summary Relief at 4, 21-23. GSA argues that fire sprinkler heads are fixtures, in accordance with case law of this Board and state courts. Id. at 11-12. Respondent also notes that the only "accessories" shown on Drawing C-3 (the reflected ceiling plan) are diffusers; since the drawing places fire sprinkler heads in the center of the ceiling tiles, the fire sprinkler heads must be "ceiling fixtures" under the contract. Id. at 9, 14; Respon- dent's Reply to Appellant's Opposition to Respondent's Cross- Motion for Summary Relief at 3. Well-established principles of contract interpretation govern our determination here. We must read the contract as a whole. Hol-Gar Manufacturing Corp. v. United States, 351 F.2d 972, 979 (Ct. Cl. 1965); W.M. Schlosser Co., GSBCA 11079, 91-3 BCA 24,258, at 121,281; Carothers Construction. Co., ASBCA 41268, 93-2 BCA 25628, at 127,545. Contract provisions must, whenever possible, be given effect, and an interpretation which renders some provisions meaningless is not favored. Julius Goldman's Egg City v. United States, 697 F.2d 1051, 1057 (Fed. Cir. 1983); Schlosser, 91-3 BCA at 121,281. No provision of the contract should be construed as being in conflict with another unless no other reasonable interpretation is possible. United States v. Johnson Controls, Inc., 713 F.2d 1541, 1555 (Fed. Cir. 1983); Schlosser, 91-3 BCA at 121,281. In determining whether a contract is ambiguous (as McGaughan argues): "If there is only one reasonable reading of the con- tract, there is no ambiguity. But, if the provisions of the contract are susceptible to different interpretations which are each reasonable and consistent with the remaining language of the contract, the contract is ambiguous." American Commercial Contractors, Inc. v. General Services Administration, GSBCA 11763, et al., 94-3 BCA 26,973, at 134,351; see, Hobbs Con- struction & Development, Inc., ASBCA 29910, 91-1 BCA 23,518; SamCorp General Contractors, ASBCA 41351, 91-1 BCA 23,636 These principles were applied in one case involving construc tion of a prefabricated building, where the drawings contained a note stating that metal building details were for "general guidance only" and were not intended to restrict use of manufac- turer's standard components. Appellant argued the note exempted it from demanding specifications for rigid framing in the erec- tion of the structure. The board held that this note applied only to minor components and could not be read so as to signifi- cantly supersede other specifications. Wilson Pacific Construc- tion, ASBCA 28128, 84-1 BCA 17,109, at 85,165. We conclude that this contract is clear and unambiguous in requiring fire sprinkler heads to: (1) be centered in the middle of the ceiling tiles and (2) meet the requirements of NFPA 13. Paragraph 2.5.A. of contract section 15330 requires McGaughan to provide the "sprinkler heads where indicated on the drawings and in conformance with NFPA 13 for complete sprinkler coverage . . . ." Since drawing C-3 places the fire sprinkler heads in the center of the ceiling tiles, GSA had every right to demand that McGaughan place the fire sprinkler heads where indicated. McGaughan sees an ambiguity created by general note III.A., drawing C-3, which calls for mounting of "ceiling fixtures" in the center of the ceiling tiles. Since fire sprinkler heads are not defined as "ceiling fixtures," McGaughan argues it is not bound to place the heads as shown in the drawing. If the note had said "mount only ceiling fixtures in the center of ceiling tiles," then McGaughan might have a colorable argument as to an ambiguity on that score, and it could then plausibly argue that fire sprinkler heads are not "ceiling fixtures" to be mounted in the center of the tiles. We see nothing in that note, however, that even by implication contradicts the drawing in the manner just suggested. Ceiling fixtures or no, the fire sprinkler heads were depicted in drawing C-3 in the middle of the ceiling tiles and McGaughan is bound, as required by paragraph 2.5.A., section 15330 of the contract, to provide the fire sprinkler heads "where indicated on the drawings." McGaughan argues that the contract does not really require fire sprinkler heads in the middle of the ceiling tiles; what it requires is that the layout of the fire sprinkler heads conform to NFPA 13. In support of that proposition, McGaughan points to the statement on note III.J. of drawing C-3 that the locations of fire sprinkler heads are for "design intent only," to the command following that statement to "locate the fire sprinkler heads per code requirements as specified," and to the symbol note on drawing C-2 that location of fire sprinkler heads are "sugges- tions." This argument presupposes an inconsistency between the requirements of NFPA 13 and the location of fire sprinkler heads in the middle of ceiling tiles. There is no inconsistency. NFPA 13 does not prescribe either directly or by implication where in ceiling tiles fire sprinkler heads are to be placed. Rather, the standard specifies a minimum area of coverage for each fire sprinkler head, and allowable minimum and maximum distances from walls for the placement of the fire sprinkler heads. Drawing C-3 depicts two different but potentially consistent locations for the fire sprinkler heads--their location within ceiling tiles and their location within the area of the ceiling. It is the latter location which concerns NFPA 13 and to which note III.J. of drawing C-3 and the symbol note to drawing C-2 must therefore refer. McGaughan was free to locate the fire sprinkler heads anywhere within the ceiling area as long as their configuration complied with the requirements of NFPA 13 and as long as fire sprinkler heads were placed in the middle of the ceiling tiles. This interpretation harmonizes the contract's specifications. McGaughan's interpretation would make paragraphs 2.5.A. of section 15330 and drawing C-3 superfluous. Wilson Pacific Construction.[foot #] 4 ----------- FOOTNOTE BEGINS --------- [foot #] 4 Appellant maintains that GSA's interpretation of this contract is unreasonable because in the contracts for the Powell building and the National Foreign Service Training Center, GSA stated the requirement for centered fire sprinkler heads in the specifications, not in the drawings. Here, GSA chose to depict the requirement pictorially through drawings, and to state in the specifications that fire sprinkler heads were to be provided "where indicated on the drawings," rather than through specification statements alone. The requirement, however, is the same. ----------- FOOTNOTE ENDS ----------- Decision For the reasons stated above, respondent's motion for summary relief is GRANTED and the appeal is DENIED. _________________________ ANTHONY S. BORWICK Board Judge We concur: _________________________ _________________________ MARTHA H. DeGRAFF ALLAN H. GOODMAN Board Judge Board Judge