Contract Appeals Board Office of General Counsel U.S. Government Printing Office Appeal of Keuffel & Esser Company This is an appeal filed on August 7, 1975, by Keuffel & Esser Company, 20 Whippany Road, Morristown, New Jersey 07960, herein also referred to as the contractor, under the "Disputes" clause of the contract, Government Printing Office Program 588-S, Article 29, U.S. Government Printing Office Contract Terms No. 1, Rev. July 15, 1970. The Office of the General Counsel is the Public Printer's duly authorized representative for the determination of appeals under the "Disputes" clause. I. Findings of Fact A. This case arises out of a contract entered into by the appellant, Keuffel & Esser Company, and the U.S. Government Printing Office, herein referred to as the GPO, for the printing and binding of SHIP INFORMATION BOOKS AND TECHNICAL MANUALS, as requisitioned from the GPO by the Department of the Navy. B. This is a requirements type contract for the services indicated in the specifications, including the schedule, for the period stated therein, namely beginning April 1, 1974 and ending May 31, 1975. The specifications cover the production of technical manuals for the support of ships. The requirements include coldtype composition, making negatives, negative storage and maintenance, offset printing, binding, packing and mailing. C. The specifications required the Government through the ordering agency, the U.S. Navy, to furnish to the contractor for each order, depending on its requirements, certain material specified, camera copy, offset negatives, and preprinted ring binders used on previous orders which the contractor is to clean up and use when so ordered. In addition, the agreement provided that the contractor, at the inception of the term contract, must pickup at a Washington, D.C. location approximately 1,000 pieces of original artwork for use in illustrations and approximately 25,000 negatives of previously printed Ship Information Books. D. Concerning the return of material furnished, the specifications provide as follows: "Unless otherwise instructed on individual print orders, all artwork, reproduction copy for illustrations and fold-ins, and/or negatives furnished by the Government must be stored by contractor in his plant and their location entered in his file. Any furnished material ordered returned is to be delivered by contractor to: Navy Publications and Printing Service Office Systems Command Publication Support Division Ship Construction and Conversion Publications Branch (Code 0742) Building 157 - 3rd Floor Washington Navy Yard Washington, D.C. 20093 "At the termination of this contract, if the contractor is not the successful bidder for the succeeding contract, he must prepare for transfer to the new contractor all negatives and artwork stored in his plant. All such materials must be packaged in printing sequence, with proper identification markings on outside of each package. Refer to 'Transfer Procedure' on page 5." E. Concerning the used ring binders, the specifications provides in material part the following: "Multiple Ring Binders: Occasionally a supply of previously used multiple ring binders, emptied of their contents, will be supplied by the ordering agency to the contractor for use on this program. Contractor must receive and store these binders, and clean and prepare them for reuse when so indicated on individual print order. The cost of such renovation is to be charged on individual print orders for the quantity used on that order." (Emphasis added.) F. The contractor, Keuffel & Esser Company, was not the successful bidder for the following year beginning, June l, 1975. A meeting was convened on April 9, 1975, at the contractor's Arlington, Virginia office, for the purpose of specifically aligning the transfer of all Government furnished materials, including negatives, artwork and binders then in possession of the contractor. Personnel attending the meeting, included representatives of the Navy Printing and Publications Service Management Office, Defense Printing Service, herein referred to as NPPSMO and DPS, respectively, and the contractor. G. The contractor, by letter on June 11, 1975, requested full payment for services performed in preparing the transfer of all Government furnished materials, including the used multiple ring binders, pursuant to "specific verbal instructions of the Government personnel present" at the meeting. The contractor in his appeal alleges that the used binders were withdrawn from storage for purposes of reissue, and packed for shipment on skids with polyethylene skid jackets. In addition, the contractor states, concurrently with this operation and subsequently as work in progress was finished, camera copies, artwork and negatives were packaged for shipment to various shipyards and/or other designated locations. H. The contractor prepared and submitted the appropriate billing form, Code 0742, pursuant to the established procedure for claiming payment for services performed under GPO Printing Program 588-S. This was submitted to NPPSMO on June 11, 1975. The total estimate for all services rendered in connection with the transition procedure amounted to $57,091.35. The NPPSMO concurred in approving, certain items as within the contract, but rejected the claims for payment of the balance, which is the basis of this appeal. The estimated billing was submitted to the Contracting Officer, Printing Procurement Division. The disputed charges based on schedule of prices as invoiced by the contractor are outlined as follows: V.f(l) Clean up GFM and issue $31,647.50 VI.d(l) Wrapping or packing 10-20 lbs. each non-classified 508.00 VI.e(l) Packing 20-40 lbs. container non-classified 618.00 $32,773.50 I. The final decision of the Contracting Officer disallowing the $32,773.50 claimed was made on July 8, 1975. The appellant made a timely appeal under the "Disputes" clause of the contract on August 8, 1975. II. Opinion The initial immediate question in this appeal is the validity of the appellant's claim for additional compensation based on its understanding that payment would be made for services performed to implement the transfer of Government furnished materials based on the alleged verbal representations by Government personnel present at the meeting convened at the Arlington, Virginia premises of the contractor on April 9, 1975. The Government employee or employees said to have made the representation are not designated by the appellant in his appeal, either by name or official title. There is also the question as to whether the Government employee and/or employees alleged to have issued "the specific verbal instructions" at the meeting to the officials representing the contractor had the authority to bind the Government. The list of Government employees named by the appellant in his appeal as being present at the meeting does not reflect the attendance of the GPO contracting officer. A memorandum for the record prepared by Mr. M. Malinis, Branch Head, NPPSMO, dated April 11, 1975, an attendee of the April 9, 1975 meeting, summarizes the transactions that took place at that conference. The memorandum acknowledges that the costs of used binders received and stored was $1.00 per binder. This memorandum contains no mention that the contractor was authorized to "clean up GFM and issue". Likewise, there is no reference in the memorandum to the charges submitted by the contractor for services performed (as listed in the line items) in packing for mailing. The written contract between the parties provides, under the subject of authorization for additional performance, the following: "When so directed, the contractor will work in conjunction with representatives of the agency, other than the Government Printing Office named above, in matters relating to proofs, arranging details of schedule, etc., provided that any instructions received or arrangements made do not conflict with or tend to alter or amend the terms of this contract in any particular. The contractor is therefore cautioned not to perform any work not provided for in the specifications without previous authorization in writing from the Government Printing Office." (Emphasis added.) United States Government Contract Terms No. 1, GPO Form 198, is an integral part of the contract and provides in pertinent part in Article 2 the following: "Modification of purchase order.-. . . No change can be made by the contractor in any provision, term, quantity, cost, or operation under any order except on written authorization from the contracting officer. No oral statement of any Person shall be allowed in any manner or degree to modify or otherwise affect the terms, conditions, or specifications of the contract . . . . There shall be no deviations from requirements of these printed terms of the contract unless specifically set forth in the invitation to bid or specification." (Emphasis added.) The line charges in the amount of $31,647.50 listed under "V.f(l) Clean up GFM and issue" in connection with used multiple ring binders was not accomplished in compliance with the terms of the contract which clearly expresses that the contractor will clean and prepare them for reissue when "so indicated on individual print orders." (Emphasis added.) A print order is an individual memorandum order for each job placed with the contractor. The print order, when issued, will indicate the quantity to be produced and any other information pertinent to the particular issue. No print order was issued by the contracting officer to renovate for issuance the used binders. Likewise the line charges of $508.00 for V.d(l) Wrapping or packing 10-20 lbs. each non-classified and $618.00 for VI.e(l) Packing 20-40 lbs. container non-classified relate to the schedules of prices to be paid in packing for mailing and include the cost of draft envelopes, cushioned shipping bags, shipping containers, all necessary packing and wrapping material, attaching a return receipt, and labeling or marking in accordance with the specifications. It is apparent that the prices quoted for these items are to properly secure completed print orders for delivery. The items were already stored in cartons and were ready for transfer to the new contractor. Under the transfer procedure specified in the contract, this was an obligation of the appellant in accordance with the terms of the contract. Evidence is lacking to support the contention of the appellant that representations were made to appellant on April 9, 1975, by Government personnel to so amend the contract itself by "specific verbal instructions." In any event, in view of legal principles set forth by the courts, it is unnecessary to resolve any alleged conflict of evidence. The contractor alleged that the performance of the services was based on an oral statement of someone in attendance at the meeting. There was no contracting officer at the meeting. Even if the oral statement was made as alleged, it was not made by anyone clothed with authority. Nor was the action ratified by the contracting officer in any way. The operative principle has been stated as follows by the Supreme Court in Federal Crop Insurance Corporation v. Merrill, 332 U.S. 380 at page 384: "Whatever the form in which the Government functions, any one entering into an arrangement with the Government takes the risk of having accurately ascertained that he who purports to act for the Government stays within the bounds of his authority." Although NPPSMO personnel may have been the authorized representative of the contracting officer for certain stated limited purposes under the contract such as matters relating to proofs, and arranging 6 details of schedule, there is no indication either in the contract or elsewhere of any authority of NPPSMO personnel, without written approval of the contracting officer, to so amend the contract by any verbal instruction. An express caveat is provided in the contract cautioning the contractor not to perform any work not provided for in the specifications without previous authorization in writing from the GPO. The contractor, experienced in contracting with the GPO, was bound to take notice of NPPSMO personnel's limited authority, and the GPO is not bound by their verbal acts and/or instructions with respect to the claims herein. Moreover, even if it was a written statement of the NPPSMO it could not modify the contract since only the contracting officer could modify it. (See Chalker and Lund Co. v. United States, 123 Ct. C1. 381; Kelly v. United States, 116 Ct. C1. 811; James A. Parker, AGBCA No. 286 (1970), 70-2 BCA 8569.) It is therefore concluded for the reasons stated herein that the finding of the contracting officer should be sustained. II. Decision In view of the foregoing the appeal is denied. Vincent T. McCarthy Chairman, Contract Appeals Board Jay E. Eisen Member, Contract Appeals Board Robert M. Diamond Member, Contract Appeals Board Panel 75-8 December 11, 1975