PRINTING ‑- CONTRACTS FOR PUBLIC PRINTING ‑- REQUIREMENT OF CONTRACTS
Chapter 287, Laws of 1953, merely sets forth provisions which must be embodied in any contract for public printing to be done out of the state. The public printer is not authorized or required to make any determination of questions of fact prior to the execution of such contracts.
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July 1, 1953
Honorable C. Ellington
Olympia, Washington Cite as: AGO 53-55 No. 78
Receipt of your letter of June 9, 1953, is hereby acknowledged. You have requested our interpretation of certain language appearing in chapter 287, Laws of 1953. The questions are as follows:
1. Is it necessary to consider conditions of employment and labor standards where there are several competing bidders, none of which are Washington concerns?
2. Must out of state bidders maintain labor standards as good or better than Washington concerns with respect to each separate element, i.e., hours per week, rate per hour, fringe benefits, etc., in order to qualify under this statute?
3. Does the public printer have authority to determine the qualifications of bidders under this statute?
Our conclusion is as follows:
The language of chapter 287, Laws of 1953, merely sets forth provisions which must be embodied in any contract for public printing to be done out of the state. [[Orig. Op. Page 2]] The public printer is not authorized or required to make any determination of questions of fact prior to the execution of such a contract under any circumstance.
Chapter 287, Laws of 1953, reads as follows:
"All contracts for such work [public printing] to be done outside the state shall require that it be executed under conditions of employment which shall substantially conform to the laws of this state respecting hours of labor, the minimum wage scale for women and minors, and the rules and regulations of the industrial welfare committee regarding conditions of employment, hours of labor, and minimum wages, and shall be favorably comparable to the labor standards and practices of the lowest competent bidder within the state, and the violation of any such provision of any contract shall be ground for cancellation thereof."
The statute first provides that any contract for such work (public printing) to be done outside the state shall require that it be executed under conditions of employment substantially conforming to the laws of this state in the following respects:
(1) Hours of labor.
(2) Minimum wage scale for women and minors.
(3) The rules and regulations of the industrial welfare committee regarding conditions of employment, hours of labor, and minimum wages.
The language set forth in the first three lines is all-inclusive. Every contract must comply whether or not a Washington firm is competing for the job. The serious question is,‑-just what does the statute require? This portion of the statute refers merely to a provision to be incorporated into the contract. If the requirement is set forth in the contract, nothing more need be done until such time as there appears to be a violation of such provision. The penalty for [[Orig. Op. Page 3]] any such violation is cancellation of the contract. Obviously, the same official who has authority to execute the contract is the person charged with the duty of cancelling it in the event of a breach. Under other provisions of the printing code, it is made the duty of the public printer to execute such contracts. It follows that, upon a showing satisfactory to him that there has been a breach of the statutory provision in any contract, it becomes his duty to cancel it.
One remaining question regarding the first portion of the statute is:
What was meant by the word "executed?" Ordinarily, the term, when used with reference to a contract or legal document, means the completion of those acts required to give validity thereto. This includes signing, notarizing, etc., and any other acts required by law to validate the document. SeeIn re Renter's Estate, 29 N.W. (2d) 466, 148 Neb. 776. But the context of this statute clearly requires a broader meaning. In the sense in which it is here used the term is synonymous with the word "performed."
Your first question is answered as follows:
The public printer shall require that every contract for public printing to be done outside the state shall contain a provision that the work be performed under conditions of employment substantially conforming to the laws of this state with respect to the three requirement enumerated above. No preliminary determination is necessary prior to execution of the contract. Upon a showing satisfactory to him that such provision of the contract has been breached, he shall cancel the contract. This requirement is applicable to all such contracts whether or not out of state firms are competing with Washington companies.
We shall now consider the following language:
"* * * and shall be favorably comparable to the labor standards and practices of the lowest competent bidder within the state, * * *"
The language is in the conjunctive and sets up an additional requirement. It is a relative clause, having no subject of its own and completely meaningless if not read in its proper relationship to the rest of the sentence. It is impossible to ascertain the true meaning of clauses such as this without resort to ordinary rules of grammatical construction.
[[Orig. Op. Page 4]]
Where no contrary intention appears in a statute, relative and qualifying words and clauses, both grammatically and legally, refer to the last antecedent. Davis v. Gibbs, 39 Wn. (2d) 481 and authorities cited. The last antecedent is the last word which can be made an antecedent without impairing the meaning of the sentence. Traverse City v. Township of Blair, 190 Mich. 313, 157 N.W. 81.
The last antecedent to which this clause can reasonably relate is the pronoun "which" appearing in line 3. This pronoun modifies the phrase "conditions of employment." Ultimately, then, the entire clause quoted above modifies the phrase "conditions of employment." That phrase is merely descriptive of a provision which must be embodied in the contract. The result is that the quoted language itself, does nothing more than elaborate upon the conditions of employment which must be defined in the contract. The language under consideration must be tied in with the basic sentence in the following manner:
"All contracts for such work * * * shall require that it be executed under conditions of employment which shall substantially conform * * *and [which] shall be favorably comparable to the labor standards and practices of the lowest competent bidder within the state, and the violation of any such provision of any contract shall be ground for cancellation thereof." (Emphasis supplied)
Obviously, the underscored language is but another provision which must be embodied in the contract. The breach of any such provision is ground for cancellation thereof. The public printer, being the contracting officer, should cancel any such contract in the event of a breach of such a provision. This cancellation would, of course, be subject to judicial review upon the question of whether or not the facts actually constitute a breach. The answer to your second question is the same as the answer to the first.
The third question is answered by what has been said above. The statute does not require that the public printer determine any question of fact prior to the execution of such a contract. His only duty is to ascertain that the provisions required by the statute are incorporated in the contract. If these requirements [[Orig. Op. Page 5]] are met, he has no further duty under this statute until such time that a question of a breach of one of the provisions arises.
Very truly yours,
RALPH M. DAVIS
Assistant Attorney General