DENIED: September 9, 1993 GSBCA 12452-TD WOOD & COMPANY, Appellant, v. DEPARTMENT OF THE TREASURY, Respondent. Milton A. Wood, president of Wood & Company, Brunswick, GA, appearing for Appellant. David H. Brunjes, Office of the Legal Counsel, Federal Law Enforcement Training Center, Glynco, GA, counsel for Respondent. DANIELS, Board Judge (Chairman). The Department of the Treasury's Federal Law Enforcement Training Center in Glynco, Georgia, awarded to Wood & Company (Wood) a contract in the amount of $310,012 to renovate a building so that the structure could serve as a child care center. Appeal File, Exhibit 1. During construction, Wood maintained that the contract did not "address the responsibility of procedure for the removal/disposal of the existing roof shingles and metal eave drip." Id., Exhibit 8. The agency responded that removal of those items was necessary to perform work which was clearly specified in the contract. Id., Exhibit 9. Wood ultimately removed and replaced the old shingles and drip edge, but submitted a claim for the cost of the work. Letter from respondent to Board (Aug. 2, 1993); Appeal File, Exhibit 13. The amount of the claim was originally $13,977; Wood later pared it to $9,129 and then to $8,827.24. Appeal File, Exhibits 13, 15; Appellant's Brief at 10-11. The contracting officer denied the claim, and Wood appealed his decision to this Board. Appeal File, Exhibit 17; Notice of Appeal (June 8, 1993). The Board must now decide whether the removal and replacement of the old shingles and drip edge are encompassed within the contract, or whether the Government's direction to perform this work constitutes a change for which Wood should receive an equitable adjustment. If we decide this question in the contractor's favor, we must also determine the amount of the adjustment. Because the amount in dispute is $10,000 or less, Wood was entitled to have this case decided under the small claims procedure. The contractor chose to have the Board follow this procedure. Thus, the case is being decided by a single judge within 120 days of the election, and this decision is final but non-precedential; the decision may only be set aside if tainted by fraud. 41 U.S.C. 608 (1988); Rule 13 (48 CFR 6101.13 (1992)). We conclude that the Government's interpretation of the contract is reasonable and that the contractor's is not. Accordingly, we deny the appeal of the contracting officer's decision. Findings of Fact The contract contains two sweeping statements regarding demolition. In one place, the document says that demolition "generally consists of the following," after which it does not mention anything about the roof. Appeal File, Exhibit 1 at 001. In another place, the contract says that "[t]he Contractor shall perform all demolition work as necessary to incorporate the Scope of Work as indicated on the drawings and specified herein." Id. at 033. The contract contains portions entitled "DEMOLITION," "SHINGLE ROOFING," and "FLASHING AND SHEET METAL." None of these parts contains any specific mention of removal of existing roof coverings or installation of new shingles or drip edge on any particular parts of the building. Appeal File, Exhibit 1 at 033- 36, 111-12, 117-21. The "DEMOLITION" provision does contain a general direction which reads, "Remove existing masonry partitions, frames, etc., to the extent required to join in new construction." Id. at 034. Drawing A-5 shows a Roof Plan, which contains the note, "FIBERGLASS SHINGLES OVER EXISTING & NEW ROOF." That drawing and number A-7 both show sections of the roof, with the note "FIBERGLASS SHINGLES & ROOFING FELT ON 5/8" PLYWOOD SHEATHING" pointing to them. They also show, at the edge of the roof, "PREFIN ALUM DRIP EDGE." Drawing A-6 shows existing features of the building -- sanitary vent pipes -- with instructions for installing metal flashing, roofing felt, and shingles around them. Appeal File, Exhibit 1. The drawings use the term "existing" not only with respect to the roof, chimney, and vent pipe, but also in several other places. Drawing A-6, for example, designates some brick and windows as "existing," but other items, including fiberglass shingles and an aluminum drip edge, without that prefatory word. In other places, the drawings show interrelationships between existing and new features. Drawing A-5 shows a foundation plan with the note "CONC. TOPPING OVER EXISTING SLAB"; and Drawing A-7 shows a wall jamb with the note "1-1/2" x 1-1/2" x 1/8" ALUM ANGLE FROM FTG TO SILL SECURE TO EXISTING BRICK WITH EXP. BOLTS." Appeal File, Exhibit 1. Neither the contract's specifications nor its drawings indicates the composition of the shingles which were on the roof as it existed prior to renovation under this contract. Indeed, Wood admits that it did not know, prior to contract award, what type of shingles were on the roof. Appeal File, Exhibit 8; Appellant's Brief at 4, 8. The contract requires the contractor to provide a warranty of the roof system being installed. Appeal File, Exhibit 1 at 027-28, 111. According to experienced roofing contractors, when new shingles are to be installed abutting existing shingles, the contractor should weave one into the other; "[t]he manufacturer will not warrant new shingles over existing." Declaration of William M. Greene (Aug. 4, 1993) 5 (submitted by Wood); see also Affidavit of C. D. Smithson (Aug. 25, 1993), Affidavit of L. Edwin Rock (Aug. 25, 1993) (submitted by the Government). Discussion This contract, like most, could have been written more clearly than it was. As Wood suggests, the document contains very general statements about demolition which do not mention anything specific about the roof. If the document had contained statements like "all existing roofing shall be completely removed and replaced" or "demolition work includes removal of all shingles, felt, and metal eave drips," the dispute now troubling the parties could have been avoided. This does not help us, however, to come to a conclusion about what the document as it was written could reasonably be read to mean. The instrument directs the contractor to "perform all demolition work . . . as indicated on the drawings." The critical note on those drawings is "FIBERGLASS SHINGLES OVER EXISTING & NEW ROOF." The contractor would have us believe that this means that when work is completed, there must be fiberglass shingles over the entire roof -- both the existing and newly built portions of that part of the structure. Because the existing roof was fortuitously covered by fiberglass shingles, Wood contends, the contractor did not have to remove and replace those shingles in order to comply with the contract's instruction. The Government maintains that the note requires the contractor to install new shingles over the whole roof. We agree with the Government that reading the contract as a whole, the only reasonable meaning of the statement "FIBERGLASS SHINGLES OVER EXISTING & NEW ROOF" is that the contractor must remove the existing roof coverings and install new ones. The drawings show that some architectural features are "existing" and should remain. Fiberglass shingles are not among them, however; thus, they are presumably to be new. This conclusion is strengthened by the fact that the drawings prescribe interconnections between existing and new architectural features in several places; by directing that fiberglass shingles be over the existing as well as new parts of the roof, the Government was asking for the installation of new shingles throughout. Indeed, the drawings in two places give specific directions for the installation of the shingles -- first, over the roof generally, and second, where existing vent pipes protrude through the roof. The contractor could not ensure that the shingles (and associated felt and flashing) are installed in accordance with these directions unless it installs the items itself. Further, as experienced roofing contractors know, new shingles cannot be laid over existing ones without voiding the warranty which Wood was required to provide; thus, the direction to install new shingles necessitates the removal of the old ones. Finally, the contract contains no information about the composition of the shingles on the portions of the roof which are to remain on the building. Consequently, a prudent contractor bidding the job could not expect to find fiberglass shingles on the existing roof; the firm would have to base its price on the possibility that all old shingles would have to be removed and replaced.[foot #] 1 Decision The work for which Wood claims an equitable adjustment was required by the contract. The fixed price that the parties agreed on initially as fair compensation for the entire job encompasses the work in dispute. The appeal is therefore DENIED. _________________________ STEPHEN M. DANIELS Board Judge ----------- FOOTNOTE BEGINS --------- [foot #] 1 The parties have submitted affidavits which conflict as to this conclusion. We find the statement made by the contractor referenced in the affidavit submitted by the Government to be more credible as a matter of common sense, notwithstanding the fact that that statement is hearsay. See ___ Affidavit of C. D. Smithson (Aug. 25, 1993).