CENTRAL INTELLIGENCE AGENCY CONTRACTING OFFICER'S DETERMINATIONS AND FINDINGS AUTHORITY TO NEGOTIATE CONTRACT

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP64-00360R000800020019-2
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 50
• Document Creation Date: November 11, 2016
• Document Release Date: January 19, 1999
• Sequence Number: 19
• Content Type: REPORT

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CMIMACMM OFFICM'S
ICTEENMUCIONS AND FINDINGS
AIMMITY 0 NEWnWE COM=
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telligence Avec es to r 25X1A2d2
t with the
procurement or deaLn and configux olstastiadMITIMI.esof
propulsion system for Project Mit
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hereby find that this procurement, Project
is estimsted to cost and is chargeable to Fiscal Tear
1959 funds and is for the design and coafi&urstion studies
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various propulsion systems for Project I also find
that this procurement is in the interest of National Defense
and that it will be certified by the Director of Central Intel
ligmace in accordance with procedure approved by the /CI on
15 December 1956, to be for objects of a confidential, extra-
ordinary and emergency nature and therefore within the purview
of procurement authority of the Agency as stated in Section 10(b)
of Public Law 110, 81st Congress. Procurement by formal *Aver-
tieing of the services called for by the proposed Contract No.
would result in public disclosure of the nature and char-
acter of the studies and the proposed end article and would
thereby jeopardize the security classification of this project.
I hereby determine, as Contracting Officer for this con-
tract, that the necessity and authority for negotiation of this
contract have been ada?pately documented by proper Agency auth-
ority, and that the proposed contract must necessarily be nego-
tiated without formal advertising.
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Contracting Officer, DPS
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IORGOTIATED CONTRACT
Contract No.
Contract For: See Schedule Amount: See Schedule
Mail Invoices to: Performance Period:
See Schedule
Administrative Data:
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This contract is entered into by and between the United States of
America, hereinafter called the Government, represented by the Con-
tracting Officer executing this contract, and the above named Con-
tractor Which is a corporation, incorporated in the State of EMm, 25X1A5a1
hereinafter called the Contractor.
The parties hereto agree that the Contractor shall furnish the facili-
ties and deliver all supplies and perform all the services set forth
in the attached Schedule issued hereunder, for the consideration stated
therein.
The rights and obligations of the parties to this contract shall be
subject to and governed by the attached Schedule and General Provisions.
In the event of any inconsistency between the Schedule and the General
Provisions, the Schedule shall *Patrol.
IN WITNESS WHEREOF, the parties hereto have executed this contract as
of SEP 9 1958
, 1958.
THE UNITED STATES OF AMERICA
By
Contracting Ott icer
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SECRET 25X1A5a2
Contract No
CERTIFICATE
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, certify that
I am the
of the Corporation named
Paaletast Sodiriptary
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as Contractor herein; that who
signed this contract on behalf of the Contractor was then_40440,0?.ow
ag4misava4441satilusuack____of said Corporation; that said con-
tract was duly signed for and in behalf of said Corporation by
authority of its governing body, and is within the scope of its Cor-
porate powers.
25X1A5a2
(Corporate Seal)
Assistant Secretary
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INDEX TO SCIEEMULE
PART I - SCOPE OF WORK
Contract No.
PART II - DELIVERY
PART III - ESTIMATED COST AND FIXED FEE
PART IV - PAYMENT-
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PART V - ANTICIPATORY COSTS
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PART VI - WAIVER OF REWIREMENTS OF GENERAL PROVISIONS -
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PART VII - SPECIAL SECURITY RESTRICTIONS
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PART VIII - AUDIT
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APPENDIX I
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Contract No.
SCHEDULE
PART I - SCOPE OF WORK
Contractor shall furnish the necessary engineering, design and
development to accomplish the work set forth in Appendix I attached
hereto and made a part of this contract.
PART I/ - DELIVERY
The Contractor shall accomplish the work and submit the required
reports in accordance with the provisions of Appendix I mentioned in
PART I hereof.
PART III - ESTIMATED COST AND FIXED FEE
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a. The total estimated cost for the rformance of this contract,
exclusive of the fixed fee, is
b. The fixed fee for the performance of this contract is
PART IV - PAYMENT
a. In accordance with the provisions of Clause 4 of the General
Provisions of Ude contract entitled, "Allowable Cost, Fixed Pee, and
Payment", the Government shall pay the Contractor, as full compensation
for the performance of this contract, the fixed fee as specified in
PART III above, and the Allowable Cost incurred by the Contractor in
the performince of this contract, and accepted by the Contracting Officer
as chargeable in accordance with "Contract Cost Principles, Section IV,
Part 2, Armed Serviees Procarnmeot Regulations." It being understood end
agreed, without limiting the gemerality of the feregelagi, that the fol-
lowing shall be considered as allowable items of cost incurred hereunder
When incurred or paid by the Contractor:
(1)
Costs for overtime work shall be an allowable item of
cost hereunder only if, and to the extent, that such
overtime work baa been authorized by the Contracting
Officer.
(2) Costs of ordinary plant rearrangement or relocation of
facilities, and costs of extraordinary plant rearrangement
or relocation of facilities when approved in writing by the
Contracting Officer prior to the making thereof by the
Contractor, as required in the performance of this contract
except to the extent that the Contractor is reimbursed for
such costs under facilities contracts between the Government
and the Contractor or to the extent provision is made apart
from the contract or said facilities contracts for the
payment of such costs by the Government or otherwise than
by the Contractor.
(3)
Costs of premiums of group life policies and on insurance
carried by the Contractor with respect to personnel parti-
cipating in flights, irrespective of the fact that the
Contractor is named as the beneficiary in such policies
provided that the proceeds from any such policies are not
retained by or do not iiiimmmt to the benefit of the Con-
tractor.
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Contract No.
(10
(5)
Costs as approved by the Contracting Officer incurred
in connection with acquisition of patents and licenses,
purchased designs, and royalty payments.
Costs incurred by the Contractor in excess of gross re-
ceipts in connection with the operation of food service
facilities at plants operated by the Contractor primarily
for the use of Contractor's and Government personnel and
other persons doing business at said plants shall be
allowable items of cost hereunder to the extent allocable
to this contract. All gross receipts received by the
Contractor in excess of all costs incurred from its
operation of said facilities shall be credited to the
Government to the extent allocable to this contract in
reduction of costs under this contract.
(6) Costs _(including normal maintenance costs) incurred by the
Contractor in repairing and rehabilitating machinery and
equipment authorized for use or &squired by the Contractor
pursuant to Special Facilities Contracts between the
Government and the Contractor shall be an allowable item
of indirect cost for the year in which subject expenses
were incurred; provided such repairing and rehabilitating
were performed in accordance with the provisions of the
Special Facilities Contracts referred to herein as the -
same have heretofore or may hereafter be amended. It is
agreed and understood that repairing and rehabilitating
as used herein shall be distinguished from the moderniza-
tion of facilities and shall be considered to mean such
restoration of any item of facilities to its original con-
figuration and/or such replacing of worn-out parts or sub-
stitute parts intended for the same purpose as is beyond
the scope of normal parts replacement but does not result
in a change in the original design or an enhancement of the
original operating efficiency of such item of facilities.
The cost of replacing parts pursuant to the modernization
program authorized by any Special Facilities Contract shall
be borne by the Contractor and reimbursement therefor sOught
under said Facilities contract.
(7)
(8)
The allocable portion of costs of all shop supplies, main-
tenance supplies, engineering and blueprint supplies, perish-
able tools (to the extent not capital items), and other
similar items purchased by the Contractor during the period
of this contract shall be allowable items of cost at the
time of payment therefor.
Costs of materials, parts or equipment purchased or fabri-
cated in connection with the performance of this contract
which were transferred to other Government CPFF contracts
on a transfer of accountability basis provided such trans-
fers are approved by the Contracting Officer.
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(9)
Contract No.
The cost of personnel movement of a special nature and
relocation of executive, technical and key personnel
shall be a proper item of indirect cost only if such
movement and cost thereof are approved, by the Contracting
Officer, and then only to the extent that the Contractor
is not directly reimbursed for such costs under the pro-
visions of this or any other contract with the Government.
(10) Costs, as determined to be allowable to this contract by
the Contracting Officer, of general research and develop-
ment which is beneficial to the design, development and
manufacture of aircraft and related products but not
specifically applicable to any particular contract shall
be allowable items of cost hereunder as an indirect cost.
A negotiated allowance for general research and development
based upon evaluation of the Contractor's general research
program and its relationship to problems or projects of
a military nature by any Military Department shall be
allocated to the contract in accordance with this clause.
It is recognized by the parties hereto (i) that Contractor
has an established incentive compensation plan for its
officers and employees, (ii) that the estimated cost
herein does not include any allowance for the cost of such
plan, and (iii) that a change in Government policy regard-
ing the treatment, for contract purposes, of the cost of
such plan is anticipated prior to the completion of this
contract. Accordingly, it is agreed that if at any time
prior to final payment under this contract this policy
of the Government is changed, as evidenced by changes in
the Armed Services Procurement Regulation or otherwise,
to recognize any portion of the cost of such plan as an
allowable item of cost under cost reimbursement contracts
of this type, then the cost of such a plan allocable to
this contract shall be allowable hereunder and, upon the
request of the Contractor, an equitable adjustment of the
estimated cost set forth herein shall be negotiated by the
parties to reflect the estimated cost of such plan allocable
to this contract, and the contract shall be amended accord-
ingly.
b. For purposes of billing current costs incurred under this con-
tract or until such time as an audit of Contractor's interim or final
vouchers or invoices is made by the Contracting Officer or his authorized
representative, the Contractor shall use the following rates in computing
costs incurred hereunder:
"Those rates which are currently approved by the cognizant
military department for billing purposes under CPFF con-
tracts."
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c. Contractor shall be paid the fixed fee stated in PART III
hereof in monthly installments based on allowable costs incurred by
the Contractor and approved by the Contracting Officer computed at
the same ratio that the total fixed fee stated herein is to the total
estimated cost stated herein, subject, however, to the withholding
provisions of paragraph (c) of Clause 4 of the General Provisions hereof.
PART V - ANTICIPATORY COSTS
All costs which have been incurred by the Contractor on or after
16 July 1958 in anticipation of and prior to the signing of this con-
tract, and which, if incurred after the signing of this contract,
would have been considered as items of Allowable Costs hereunder, will
be accepted by the Contracting Officer as costs under this contract.
PART VI - WAIVER OF RA/UrREKENTS OF GENERAL PROVISIONS
Notwithstanding the requirements of any of the General Provisions
of this contract to the contrary, whensoever the Contractor, in per-
formance of the work under this contract, shall find that the require-
ments of any of the clauses of the General Provisions are in conflict
with security instructions issued to the Contractor by the Contracting
Officer or by his duly authorized representative for security matters,
the Contractor shall call the attention of the Contracting Officer to
such conflict and the Contracting Officer or his duly authorized repre-
sentative for security matters shall (i) modify or rescind such security
requirements or (ii) the Contracting Officer shall issue to the Con-
tractor a 'waiver of compliance with the requirements of the General
Provisions conflicting with such security requirements. Any waiver of
compliance with the General Provisions of this contract issued by the
Contracting Officer shall be in writing, except that the approval by
the Contracting Officer of any subcontract issued hereunder by the
Contractor shall be deemed to constitute approval of waiver of any
clauses of the General Provisions in conflict with the stipulations of
such subcontract.
PART VII - SPECIAL SECURITY RESTRICTIONS
The Contractor shall not reveal (i) the specific nature or any
details of the work being performed hereunder or (ii) any information
whatsoever with respect to the department of the Government sponsoring
this contract and the work thereunder except as the Contractor is
directed or permitted to reveal such in.formation br the Contracting
Officer or by his duly authorized representative for security matters,
and notwithstanding any clause or section of this contract to the con-
trary) the Contractor shall not interpret any clause or section of this
contract as requiring or permitting divulgence of such information to
any person, public or private, or to any officer or department of the
Government without the express consent of the Contracting Officer or
his duly authorized representative for security matters.
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PART VIII - AUDIT
Audit of costs hereunder shall be by the cognizant military
audit agency, in accordance with security requirements which shall
be agreed upon between the Contractor and the Contracting Officer.
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INDEX OF MURAL PROVISIONS
1. DEFINITIONS ? 1
2. CHANGES ?,?,?,? .1
3, LIMITATION 02 COST........ -
** ******* ***ivories,' ****** ** 2
4, ALLOWABLE COST, FIXED FEE, AND PAYMENT., 3
INSPECTION AND CORRECTION OF DEVECTS,...... 4 *** ? * 5
6. ASSIGNMENT OF CLAIMS
'?'-e.tc,orDetsiotookovAlsoaocoolp#01# ****** os 7
7, RECORDS. 44404 ******* 04,1,494044040004001,04M00442 7
8. SUBCONTRACTS? * * ? *** * ? *********** -0
9. UTILIZATION OF slam, BUSINESS CONCERNS?, -10
10, TERMINATION?...? ***** ....10
LL, EXCUSABLE DFT4SS . ** ......, 015
12, DISPUTES
130 NOTICE AND ASSISTAME REGARDING PATENT INFRIZGEMENT.,.,16
14. BUY AMERICAN ACT. *** ****** 444.104 ***** .W40040004404017
15, CONVICT LABOR * , * ? **** eeeipsl000p.s4017
16. EIGHT?HOUR LAW OF 1912......, ,.....00...17
17* NONDISCRIMINATION IN
18, OFFICIALS NOT TO BENEFIT 19
19. COVENANT ACAINST CONTINGENT FEES 19
20. PATENT
21, GOVERNMENT MCPERTY 24
22. INSURANCE?LIABILITY TO THIRD PERSONS- * ***** aesesooilsocteo29
23, AUTHORIZATION AND CONSENT.,.: 30
24. FILING OF PATENT APPLICATIONS 31-
25. REPORTING OF ROYALTIES 31
26. RIGHTS IN DATA?UNLIMITED . ' 33
27, MILITARY SECURITY REQUIREMENTS 34
28. WALSH?HEALEY PUBLIC CONTRACTS ACTS 35
29, GRATUITIES..., 36
30. NEGOTIATED OVERHEAD RATES... ***** 00010.3.04100 ***** #91,0036
31. DELAY IN DELIVERY OF DATA?...???, *** *** 00.0????.?0?00.37
SUPEPSEDING SPECIFICATIONS .0.00.0.0.00c00,..000 ******
33. FLIGHT
34. ALTERATIONS ***** ..............00........00,39
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GENERAL PROVISIONS
1. DEFINITIONS (ASFR 7-103.1 AFPI 7-403,1)
As used throughout this contract tee following terms shall
have the meanings set forth below:
(a) The term "Secretary" means the Secretary, the Under
Soeletary, or any Assistant Secretary' of' the Department and the
he,d or avy assistant head of the executive agency; and the term
"his duly authorized representative" means any person or persons
or board (other than the Contracting Officer) authorized to act
for the Secretary.
(h) The term "Contracting Officer" means the person executing
this contract on behalf of the Government, and any other officer
or clv3linn employee who is a properly designated Contracting
,nd the term incll_es, except as otherwise provided in
thts eceitract, the authorized representative of a Contracting
Officer acting within the liLits of his authority.
? (c) Except as otherwise provided in this contract, the term
? "subcontracts" includes purchase orders under this contract.
(d) (AM 7-3C',1) The term "contract work" 1. Ans all work
to be performed undep tnis contract including any AOies covering
ful.Jamental, theoretical, or experimental investigations; any
extension of the inveetigative findings and theories of a
scientific or technical nature into practical application; any
tauelble items, hereinafter referred to as "supplies," furnished
to the Government; and any reports, data, computations, plans
drawings, and specifications with respect to any of the foregoing.
2. CHANCES (AFPI 7-403.2)
The Contracting Officer may at any ti:? y a written order, make
changes in or additions to the drawings and specifications, issue
additional instructions, require additional work within the general scope
of the contract, or change the place of delivery, method of shipment,
or the amount of Government-Furnished property. If any such change
causes an increase or decrease in the estivated cost of, or the time
required for performance of this contract, or otherwise affects any
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other provision of this contract, an equitable adjustment shall be
1 (i) in the estimated cost or delive::7 schedule, or both,(ii)
in the amount of any fixed fee to be paid to the Contractor, and
(iii) in such other provisions of the contract as may be so affected,
an the contract shall be modified in writing accordingV. Any claim
by the Contractor for adjustment under this clause must be assertdd
within sixty (60) days from the date of receipt by the Contractor of
the notification of change; Provided, however, That the Contracting
ot-icer, if he decides that the facts justify such action, may receive
arA act upon any such claim asserted at any time prior to final payment
'or t',1dA; contract. Failure to agree to any adjustment shall be a
de3pute concerning a question of fact within the meaning of the clause
at this contract entitled "Disputes" However, nothing in this clause
shell excuse the Contractor from propeeding with the contract as
a 'aged. t
3. LIAITATION OF COST (A2PR 7-203.3 AFPI 7-403.3)
(a) It is estieated that the total cost to tLa Ge-ernment,
exclusive of any fixed fee, for the performance of this contract will
not exceed the estimated cost set forth in the Sc:eeele, and the
Coatractor agrees to use its best efforts to perform the work specified
in the Schedule and all obligations under this contract within such
estimated cost. If at any time the Contractor has reason to bdieve
that the costs which it expects to incur in the performance of this
contract in the nexe succeeding thirty (30) days, lie.en added to all
costs previously ineurred, will exceed eighty-five percent (85%) of the
estimated cost then set forth in the Schedule, or if at any time, the
Coe-erector has roasoe to believe that the total cost to the Government,
?elellusive of any fixed fee, for the performance of this contract will
le ubstantially greater or less than the then estimated cost thereof, the
Uoetractor shall notify the Contracting Officer in writing to that
Cfect, giving its revised estimate of such total cost for the
performance of this contract.
(b) The Government shall not be obligated to reimburse the
Contractor for costs incurred in excess of the estimated cost set
forth in the Schedule and the Contractor shall not be obligated to
continue performance under the contract or to incur costs in excess of
th3 estimated cost set forth in the Schedule, unless and until the
CcatracLing Officer shall have notified the Contractor in writing that
such estimated cost has been increased and shall have specified in such
notice a revised estimated cost which shall thereupon constitute the
es dmated cost of performance of this contract. When and to the
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'extent that the estimated oost set forth in the Schedule has been
increased, any cost incurred by the Contractor in excess cf such
estimated cost prior to the increase in estimated cost shall be
al2ewable to the same extent as if suoh cOsts had been incurred
after such increase in estimated cos-to
ALLOWABLE COST, FIXED FEE, AND PAil,LENT (ASR 7-203.4 AFFT 7-403,4)
(a) For the performance of this contract, the Government shall
pay to the Contractor the cost thereef determined by the Contracting
Officer to be allowable in accordance with Part 2 of Section XV of
the Armed Services Procurement Regulation as in effect on the date
of this contract and the Schedule (hereinafter referred to as "Allow-
able Cost"), plus such fixed fee, if any, as may be provided for in
the Schedule,
(b) Once each month (or at more frequent intervals, if approved
by the Contracting Officer) the Contractor may sul-nit to an authorized
representative of the Contracting Officer, in such form and reasonable
detail as such representative may require, an invoice or public voucher
supported by a statement of cost incurred by the Contractor in the
performance of this contract and claimed to constitute Allowable Cost.
Each statement of cost shall be certified by an officer or other
responsible official of the Contractor authorized by it to certify
such statement,
(c) As promptly as may be practicable after receipt of each
i 7oice or voucher and statement of cost, the Government shall, except
as hereinafter provided and subject to the provisions of paragraph (d)
below, make payment thereon as approved by the Contracting Officer.
After payment of eighty-five percent (85%) of the fixed fee set forth
in the Schedule, as from time to time amended, further payment on
account of the fixed fee shall be withheld until a reserve of either
(i) fifteen percent (15%) of the total fixed fee or (ii)
whichever amount is less, shall have been set aside, such reserve or
the balance thereof to be retained until the execution and delivery
of a release by the Contractor as provided In paragraph (e) hereof.
(d) At any time or tii:xsprior to final payment under this contract
the Contracting Officer may cause to be made such audit of the invoices
or -euchers and statements of cost as shall be deemed necessary. Each
pail-lent theretofore made shall be subject to reduction to the extent of
,am. -ants included in the related invoice or voucher and statement of cost
laich are found by the Contracting Officer on the basis of such audit net
to constitute Allowable Cost, and shall also be subject to reduction for
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overpayment or to increase for underpayments on prededing invoices
or vouchers. On receipt of the voucher or inVoice designated by the
Contractor as the "completion voucher" or "Compl.etion invoice" and
statement of cost, which shall be slthmitted y the Contractor as
promptly as may be practicable following a6mpietion of the work under
this contract but in no event later than ono (1) year (or such longer
period as the Contracting Officer may, in his discretion, approve in
writing) from the date of such completion, and following compliance
by the Contractor with all provisions or this contract (including,
without limitation, provisions relating to patents and the provisions
of paragraphs (e) and (f) of this clause), the Government shall as
pronpay as may be practicable pay any bnlance of Allowable Cost.
(e) The Contractor and each assignee under an assignment
entered into under this contract -4nd in effect at tizth_tica of.finttl
payment under this contract shall execute and deliver at the tine of
and as a condition precedent to final payment under this contract, a
release dieoharging the Government, its officers, agents and employees
of and from all liabilities, obligations and claims arising out of or
under this contract, subject only to the following exceptionst
(1) Specified claims in stated amounts or in estimated
amounts where the amounts are not susceptible of
exact statement by the Contractor*
(2) Claims, together with reasonable expenses inciden-
tal thereto, based upon the liabilities of the
Contractee to third parties arising out of the per-
formance of the contract, which are not known to the
Contractor on the date of the execution of the
release, and of which the Contractor gives notice
in writing to the Contracting Officer not, more than
six (6) years after the date of the release or the
date of any notice to the Contractor that the
Government is prepared to make final payment, which-
ever is earlier.
(3)
Claims for reimbursement of costs (other than
expenses of the Contractor by reason of its indem-
nification of the Government against patent liabil-
ity), including reasonable expenses incidental
thereto, incurred by the Contractoreunder the
provisions of the contract relating to patents.
(f) The Contractor agrees that any refunds, rebates or credits
(including any interest thereon) accruing to or received by the
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Contractor or any assignee wlich arise out of the performance of this
contract and on account of which the ContractOr has received reimburse-
at shall be paid by the Contractor to the Government. The Contractor
:;id each assignee under an assignment entered into under this contract
in effect at the time of final payment under this contract shall
execute and deliver at the time of and as a condition precedent to
final payment under this contract, an assignment to the Government of
refunds, rebates or credits (including any interest thereon) arising out
cf the performance of this contracts in form and substance satisfactory
to the Contracting Officer. Reasonable expenses incurred by the
Contractor for the purpose of secui4ing any such refunds, rebates or
credits shall constitute Allowable Cost when approved by the Contracting
Officer.
(g) Any cost incurred by the Contractor under the terms of this
contract which would constitute Allowable Cost under the provisions of
this clause shall be included in determinfng the amcent payable under
this contract, notwithstanding any provisions conteined in the epecifi-
eation, or other documents incorporated in this contract by reference,
designating services to be performed or materials to be furnished by
the Contractor at Ito expense or without cost to the Government.
(h) Payment of the fixed fee shall be made to the Contractor as
provided in the Senedule subject, however, to the withholding provisions
of paragraph (c) hereof.
5. ISPECTION AND CORRECTION OF DEFECTS (AFPI 7-403.5)
(a) All work ender this contract shall be subject to inspection
Bad test by the Government, to the extent practicable at all reasonable
ti-les and places including the period of performance, and in any event
ior to final acceptance. The Contractor shall provide and maintain
Lla inspection system acceptable to the Government covering the work
nereunder. The Government, through any authorized representative, may
inspect the plant or plants of the Contractor or of any of its subcon-
tractors engaged in the perfermence of this contract. If any inspection
or test is made by the Government on the promise of the Contractor or
subcontractor, the Contractor shall provide and shell require eubcor-
tractors to provide all reasonable facilities and assistance for tho
safety and convenience of the Government inspectors in the perfor: once
of their duties. All inspections and tests by the Government s7-aLl be
performed in such a manner as will not unduly delay the work. Final
inspection and acceptance by the Government shall be male as promptly as
practicable after delivery. The time and place of delivery, final
inspection, and acceptance shall be as set forth in the Scheduleo
(b) The Contractor warrants that the services rendered in the
performance of this contract will conform to the requirements of this
contract and to hfgh professional standards in the field and that any
article delivered to the Government under this contract will conform
(6?InItyedislApKoved For
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to the requirements of this contract and will not be defective in material
or workmanship.
(c) At any time dUring performance of this contract, but not later
than six (6) months (or such other period as nay be provided in the
schedule) Lifter final acceptance, the Government may require the Contractor
to remedy by correction or replacement as directed by the Contracting
Officer, any failure by the Contractor to comply with its obligations under
paragraph (b) hereof, Except as otherwise provided in paragraph (d) here-
of, the cost of any such replacement or correction shall be included in
".Alloweble Costa determined as provided in the clause of this contract
entit. "Allowable Cost, Fixed Fee and Payment," but no additional fee
shall to payable with respect thereto, Corrected articles shall not be
tendered again for acceptance unless the former tender and the require-
Lent of correction is disclosed. If the Contractor fails to proceed with
reasonable promptness to perform such replacement or correction, the
Government (i) nay by contract or otherwise perform such replacement or
correction and charge to the Contractor any increased cost occasioned
*owe the Government thereby, or :any reduce any fixed fee payable under this
contrac, (or require repayment of any fixed fee theretofore paid) in such
amount as may be equitable under the circuhstances; or (ii) in the case
of articles not delivered, may require the doliv.ry of such articles and
shall have the right to reduce any fixed fee payable under this contract
(or to require repaymeno of any fixed fee theretofore paid) in such
amount ,9 may be equitable under the circumstances; or (iii) may terminate
this aeetract for default as provided in the clause of this contract
entitled "Termination," Failure to agree on the amount of any such
incroceed cost to be charged to the Contractor or to such reduction in,
or repayment of, the fixed fee shall be a dispute concerning a question
of fact within the meaning of the clause of this contract entitled
Disputes"
(d) Notwithstanding the provisions of paragraph (c) hereof, the
Government nay at any time req*.ire the contractor to remedy by correction
or replacement, without cost to the Government, any failure by the
Contractor to comply with its obligations under paragraph (b) hereof,
if such failure is due to fraud, lack of good faith, or willful leis
-
conduct on the part of any of the contractors directors or officers, or
on the part of any of its managers, superintendents, or other equivalent
representatives, who has supervision or direction of (i) all or
substantially all of the Cortractorls business; or (ii) all or substan-
tially all of tho Contractors operations at any one plant or separate
location in which this contract is being performed; or (iii) a separate
and complete major industrial operation in connection with the perform-
ance on this contract, Fraud, lack of good faith, or willful misconduct
on the part of any of such supervisdry personnel shall be deemed to
include the selection of individual employees or the retention of employees
after any of such supervisory personnel has re-son to believe that such
employees are habitually careless or otherwise unqualified*
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(e) Corrected articles tendered as replacements shall be subject to
the provisions of this clause in the same manner and to the same extent
as supplies originally delivered under this contract*
(f.) The Contractor shall make its records of all inspection work
available to the Government during the performance of this contract and
for such longer periods as may be specified in this contract.
(g; Except as provided in this clause and as may be provided in the
Schedule; the Contractor shall have no obligation or liability to correct
or replace supplies or lots of supplies which at the time of delivery are
defective in materials or workmanship or otherwise not in conformity with
the requirements of this contract.
ASSIGNMENT OF CLAIMS (ASPR 7-103.8 AFPI 7-403.6)
(a) Pursuant to the provisions of the Assignment of Claims Act or
1940 as amended (31 U.S. Code 203, 41 U.S. Code 15), if this contract
New orovidt1 for payments aggregating 'v21,000 or more, claims for monies duo
Dr to bee one due the Contractor from the Government under this contract
nay be assigned to a bank, trust company, or other financing institution,
including any Federal Lending agency, and may thereafter be further
assigned and reassigned to any such institution. Any such assignment or
reassignment shall cover all amounts payable under this contract and not
already paid, and shall no;, be made to more than one party, except that
any such assignment or maeLgnment may be made to one party as agent or
trustee for two or more parties participating in such financing. Not-
ithstaleing any provision of this contract, payments to an assignee of
Jay moniee, due or to become due under this contract shall not, to the
xtent provided in said Act as amended, be subject to reduction or sot-off,
(b) In no event shall copies of this contract or of any plans,
eeecifications, or other similar documents relating to work under this
mntract, if -larked "Top Secret", "Secret", or "Confidential", be
'ernished to any assignee of any claim arising under this contract or
-o any other person not entitled to receive the same; provided* That
copy of any part or all of this contract so marked may bo furnished,
e any information contained therein may be disclosed, to such assignee
pen the prior written authorization of the Contracting Officer.
ECORDS (ASPR 7-203.7 AFPI 7-403.7)
(a)(1) The Contractor agrees to maintain books, records, documents
ad other evidence pertaining to the costs and expenses of this contract
hereinafter collectively called the "records") to the extent and in such
etail as will properly reflect all net costs, direct and indirect of
lbor, naterials? equipment, supplies and services, and other costs
_TIT Apr. 18, /58)
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and expen8es of whatever nature for which reimb soment is claimed under
the provisions of this contract. The Contractor s accounting procedures
and practices shall be subject to the approval of the Contracting Officer;
provided, however, that no material chande 1411 be required to be made
in the Contractor's accounting procedure and practices if they conform
to generally accepted accounting practices and if the costs properly
applicable to this contract are readily ascertainable therefrom*
(2) The Contractor agrees to make available at the office of the
Contractor at all reasonable times during the period set forth in sub-
paraLr.ph (4) below any of the records for inspectior, audit or repro-
ducti n by an authorized representative of the Contracting Officer.
(3) In the event the Contracting Officer or any of his duly authorized
representatives determines that his audit of the amounts reimbursed under
this contract as transportation charges will be made at a place other
than the office of the Contractor, the Contractor agrees to deliver, with
the reimbursement voucher covering such charges or as may be otherwise
Nor, specified within two years after reilibursoment of charges covered by any
such -voucher, to such representative as may be designated for that
purpe;,e through the Contracting Officer such documentary evidence in
support of transportation costs as may be required by the Contracting
Officer or any of his duly authorized representatives.
(4) Except for 6ocumentary evidence delivered to the Government
pursu.at to subparagraph (3) above, the Contractor she31 preserve and
make available its records for a period of six years (unless a longer
period of tine is provided by applicable statute) from the date of the
voucher or invoice submitted by the Contractor after the completion of
the weak under the contract and designated by the Contractor us the
"completion voucher" or "completion invoice" or, in the event this con-
tract has boon completely terminated, from the date of the termination
settlement agreement; provided, however, the records which relate to
(A) appeals under the clause of this contract entitled "Disputes",
? (13) litigation or the settlement of claims arising out of the performance
Nor'
of this contract, or (0) costs or expenses of the contract as to
which exception has been taken by the Contracting Officer or any of his
duly authorized representatives, shall be retained by the Contractor
until such appeals, litigation, claims, or execrttions have been disposed
of, but in no event for less than the six-year period mentioned above.
(5) Except for documentary evidence delivered pursuant to sub-
paragraph (3) above, and the records described in the proviso of sub-
paragraph (4) above, the Contractor nay in fulfillment of its
obligation to retain its records as required by this clause substitute
photographs, microphotographs or other authentic reproductions of such
records, after the expiration of two years following the last day of
the n( nth of 7-,,i-Ainrsonont 1-.o the Contractor of the invoice or voucher
(C131.70
-pr. 18, t 58)
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to which such records relate, unless SaShorter period is authorized by
the Contracting Officer with the condUrrence of the Comptroller of the
Contracting Government Agency or his authorized representatives.
(6) The provisions of thisaparagraph (a), including this sub-
paragraph (6), Shall be applicable to ad included in each subcontract
hereunder which is on a cost, costp10..a-fixedi-fee, time-and-material
or labor-hour basis.
(b) The Contractor further agrees to include in each of his sub-
cc tracts hereunder, other than those"set forth in subparagraph (a)
(0) above, a provision to the effect that the subcontractor agrees that
the Contracting Officer or any of his 'duly authorized representatives,
shall, until the expiration of three years after final payment under
th subcontract, have access to and the right to examine any directly
peibinent books, documents, papers, and records of such subcontractor
involving transactions related to the subcontract. The term "sub-
contract," as used in this paragraph (b) only exclues (i) purcfrfle
orders not exceeding 1..0000 and (ii) subcontracts or purchase orders
for public utility services at rates established for uniform applic-
ability to the general public.
8. SUBCONTRACTS (ASPS 7-203.8 AFPI 7-403.8)
(a) The Contra .or shall give advance notification to the Con-
traating Officer of , proposed subcontract hereunder which (i) is
on a cost or cost-plas-a-fixed-fee basis, or (ii) is on a fixed-price
baais exceeding il dollar amount either .250000 or five percent (5%)
of i-he total estimate,j, cost of this contract.
(b) The Contractor shall not, without the prior written consent
of the Contracting Officer, place any subcontract which (i) is on a
coet or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis
exceeding in dollar amount either a25,000 or five percent (5%) of the
total estimated cost of this contract, or (iii) provides for the
fabrication, purchase, rental, installation or other acquisition, of
any item of industrial facilities, or of special tooling having a value
in excess of .1,0001 or (iv) is on a time-and-material or labor-hour
bais, or (v) involves research and development work. The Contracting
Officer may, in his discretion, ratify in writing any such subcontract;
such action shall constitute the consent of the Contracting Officer as
required by this paragraph (b).
(c) The Contractor agrees that no subcontract placed under this
coatract shall provide for payment on a cost-plus-a-percentage-of-cost
basis.
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(d) The Contracting Officer nay, in his discretion, specifically
appro./3 in writing any of the provisions of a Subcontract. However,
such approval or the consent of the Contracting Officer obtained as
recti:L:ed by this clause shall not be conStrued to constitute a doter-
ninaLion of the allowability of any cost under this contract, unless
such approval specifically provides that it constitutes a determination
of the allowability of such cost.
(o) The Contractor shall give the Contracting Officer immediate
notice in writing of any action or suit filed, and prompt notice of
any claim made against the Contractor by any subcontractor or vendor
which, in the opinion of the Contractor, nay result in litigation,
related in any way to this contract with respect to which the Con-
tractor may be entitled to reimbursement from the Government.
(f) (AFPI 7-203.8) The Contracting Officer may approve all
or part of the Contractorts purchasing system ,hd from tJme to tine
rescind or reinstate such approval, Such approval shall be doomed
to fulfil the requirements for obtaining the Contracting Officerts
consent to subcontracts as prescribed in paragraph (b) above.
UTILIZATION OF SI-IALL BUSINESS CONCERNS (ASPR 7-104.14 AFrI 7-403.9)
(a) It is the policy of the Government as declared by the
Congress to bring -bout the greatest utilization of small business
concerns which is consistent with efficient production.
(b) The Contractor agrees to accomplish tho maximum amount of
subcontracting to small business concerns that the Contractor finds
to be consistent with the efficient performaneo of this contract.
,TEPl1Ii TI0N (ASPR 8-702 AFPI 7-403.10)
(a) Tho performance of work -under the contract may bo terminated
by the Government in accordance with this clause in whole, or from tine
to tine in part, (1) whenever the Contractor shall default dn performance
of this contract in accordance with its terms (including in the ter..
Mc...fault" any such failure by the Contractor to make progress in the
prosecution of the work hereunder as endangers such performance), and
shall fail to cure such default within a period of ten days (or such
longer periods as the Contracting Officer nay allow) after receipt from
the Contracting Officer of a notice specifying the default, or (2) when-
ever for any reason the Contracting Officer shall determine that such
termination is in the best interest of the Government. Any such
termination shall be effected by delivery to the Contractor of a
Notice of Termination specifying whether termination is for the default
of the Contractor or for the convenience of the Government, the extent
to which performance of work under the contract is terminated, and the
date upon which such termination becomes effective. If after notice of
termination of this contract for default under (1) above, it is
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determined that the Contractoris failure to perform or to make progress
in performance is due to causes beyond the control and without the
fault or negligence of the Contractor pursuant to the provisions of the
clause of this contract relating to excusable delays, the Notice of
Termination shall be deemed to have been issued under (2) above, and the
rights and obligations of the part'ies hereto shall in such event be
governed accordingly.
(b) After receipt of a Notice of Termination and except as other-
wise directed by the Contracting Officer, the Contractor shall (1) stop
work under the contract on the date; and to the extent specified in the
Notice of_Taelii1nationee12) place ne further Ordera.or- suboontractS for
materitds, services, or faciiltieeeexceet-as may be necessary for cam-- -
Tletion of such portion of the work under the contract as is not
terminated; (3) terninate all orders and subcontracts to the extent that
they relate to the performance of work terminated by the Notice of
Termination; (4) assign to the Government, in the manner and to the
extent directed by the Contracting Officer, all of the right, title;
and interest of the Contractor under the orders or subcontracts so
terminated, in which case the Government shall have the right; in its
discretion, to settle or pay any or all claims arising out of the
termination of such orders and subcontracts; (5) with the approval or
ratification of the Contracting Officer, to the extent he may requires
which approval or ratification shall be final and conclusive for all
purposes of this cause, settle all outstanding liabilities and all
claims arising out of such termination of orders and subcentracts the
cost of which would be reimbursable, in whole or in part, in accord-
ance with the provisions of this contract; (6) transfer title (to the
extent that title has not already been transferred) and, in the manner,
to the extent, and at the times directed by the Contracting Officer,
deliver to the Government (i) the fabricated or unfabricated parts, work
in process, completed work, supplies, and other material produced as a
_part of, pr of the performance of, the work terminated
--- IT the Notice of Termination, (ii) the donpleteir or paftially's6mpletes1
plahs;edrawings, information, and other property whichl if the contract
had been completed, would be required to be furnished to the Government,
and (iii) the jigs, dies, and fixtures, and other special-tocla-ana-toclin:
acquired or manufactured for the performance of this contract for the
cost of which the Contractor has been or will be reimbursed under
this contract; (7) use its best efforts to sell in the manner, at the
times, to the extent, and at the price or prices directed or authorized
by the Contracting Officer, any property of the types referred to in
provision (6) of this paragraph, provided, however, that the Contractor
(i) shall not be required to extend credit to any purchaser, and (ii)
may acquire any such property under the conditions prescribed by and
at a price or prices approved by the Contracting Officer; and provided
further that the proceeds of any such transfer or disposition shall be
applied in reduction of any payments to be made by the Government to the
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price or cost of the work covered by this contract or paid in such other
manner as the Contracting Officer may direct; (8) complete performance
of such part of the work as shall not have been terminated by the Notice
of Termination; and (9) take such action as may be necessary, or as the
Contracting Officer may direct, for the proection and preservation of
the property related to this contract which is in the possession of the
Contractor and in which the Government has or may acquire an interest.
The Contractor shall proceed immediately with the performance of the
above obligations notwithstanding any delay in determining or adjusting
the amount of the fixed-fee, or any item or reimbursable cost under this
clause. At any time after expiration of the plant clearance period, as
defined in Section VIII, Armed Services Procurement Regulation, as it
may be amended from time to time, the Contractor may submit to the
Contracting Officer a list, certified as to quantity and quality, of any
or all items of termination inventory not previously disposed of,
exclusive of items the disposition 6f which has been directed or author-
ized by the Contracting Officer, and may request the Government to remove
slch items or enter into a storage agreement covering them. Not later than
fifteen (15) days thereafter, the Government will acCept title to such
items and remove them or enter into a storage agreement covering the
same, provided that the list submitted shall be sul-ject to verification
by the Contracting Officer upon removal of the items, or if the items
are stored, within forty-five (45) days from the date of submission of
the list, and any necessary adjustment to correct the list as submitted
shall be made prior to final settlement.
(c) After receipt of a Notice of Termination, the Contractor shall
submit to the Contracting Officer its termination claim in the form and
with the certification prescribed by the Contracting Officer. Such
claim shall be submitted promptly but in no event, later than two years
from the effective date of termination) unless one or more extensions in
writing are granted by the Contracting Officer upon request of the
Contractor made in writing within such two-year period or authorized
extension thereof. However, if the Contracting Officer determines that
the facts justify such action, he may receive and act upon any such
termination claim at any time after such two-year period or any extension
thereof. Upon failure of the Contractor to submit its termination claim
within the time allowed, the Contracting Officer may determine, on the
basis of information available to him, the amount, if any, due to the
Contractor by reason of the termination and shall thereupon pay to the
Contractor the amount so determined.
(d) Subject to the provisions of paragraph (c), the Contractor
and the Contracting Officer may agree upon the whole or any part of the
amount or amounts to be paid (including an allowance for the fixed-fee)
to the Contractor by reason of the total or partial termination of work
pursuant to this clause. The contract shall be amended accordingly,
and the Contractor shall be paid the agreed amount.
(CPFF Apr. 18, '58)
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(e) In the event of the failure of the Contractor and the
Contracting Officer to agree in whole or in part, as provided in
paragraph (d) above, as to the amounts with respect to costs and
fL ed-fee, or as to the amount of the fixed-fee, to be paid to the
C tracter in connection with the termination of work pursuant to this
: nese, the Contracting Officer shall determine, on the basis of
oniention available to him, the amount, if any, due to the
teactor by reason of the termination and shall pay to the
C nactor the amount determined as follows:
(1) If the settlement includes cost and fixed-fee
(i) There shall be included therein all costs and
expenses reimbursable in accordance with this contract, not pnevionsly
paid to the Contractor for the performance of this contract prior to the
effective date of the Notice of Termination, and such of these COS',,,5 as
may continue for a reasona.le time thereafter with the approvel of or
as directed by the Contracting Officer, provided, however, that he
Contractor shall proceed as rapidly as practicable to discentinee
6rzh ecT-us.
(ii) There shall be included therein so far as n(
included under (i) above, the cost of settling and paying cleens arising
out of the termination of work under subcontracts or orders, rs 120Vie--1
in paragraph (b)(5) above, which are properly chargea ble to tho ter,nated
portion of the contract.
(iii) There shall be included therein the reasonable costs
of settlement, including accounting, legal, clerical, and other expenses
reasonably necessary for the preparation of settlement claims and
srplporting data with respect to the terminated portion of the contract
and for the termination and settlement of subcontracts thereunder,
together with reasonable storage, transportation, and other costs incurred
in connection with the protection or disposition of termination inventory;
provided, however, that if the termination is for default of the
Contractor there shall not be included any amounts for the preparation
of the Contractor's settlement proposal.
(iv) There shall be included therein a portion of the
fixed-fee payable under the contract determined as follows:
(A) In the event of the termination of this
contract for the convenience of the Government and not for the defenit
of the Contractor, there shall be paid a percentage of the fee equiealent
to the percentage of the completion of work contemplated by the coetract,
less fixed-fee payments prepiously made hereunder.
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(B) In the event of the termination of thls
contract for the default of the Contractor, the total fixedatee payable
shall be such proportionate part of the fee (or, if this contract
calls for articles of different types, of such part of the fee ac is
reasonably allocable to the type of articles under consideration) as the
total number of articles delivered to and accepted by the Government
beers to the total number of articles of -a like kind called for by t7143
If the amount determined under this paragraph ie
leee than the total payment of fixed-fee theretofore made to the
Coetractor, the Contractor shall repay to the Government the eecess
amount.
(2) If the settlement includes only the fixed-fee, the
amount thereof will be determined in accordance with subparagraph (e)
(1)(iv) above.
(f) The Contractor shall have the right of appeal, under the
clause of this contract entitled "Disputes," from any determination
made by the Contracting Officer under paragraphs (c) or (e) abov-, except
that if the Contractor has failed to submit its claim within the time
provided in paragraph (c) above and has failed to request extension of
such time, he shall have no such right of appeal. In any case where
the Contracting ?Meer has made a determination of the amount due
urel_- paragraph (c) or (e) above, the Government shall pay to the
Cc tractor the following: (i) if there is no right of appeal hereunder
or if no timely appeal has been taken, the amount so determined by the
Contracting Officer, or (ii) if an appeal has been taken, the omount
finally determined on such appeal.
(g) In arriving at the amount due the Contractor under this
clause there shall be deducted (1) all unliquidated advance or other
unliquidated payments theretofore rade to the Contractor, (2) any
claim which the Government may have against the Contractor in
connection with this contract, and (3) the agreed price for, or the
proceeds of sale ofl any materials, supplies, or other things acquired
by the Contractor or sold pursuant to the provisions of this clause
and not otherwise recovered by or credited to the Government.
(h) In the event of a partial termination, the portion of the
fixed-fee which is payable with respect to the work under the contineed
portion of the contract snail be equitably adjusted by agreeme;et between
the Contractor and the Contracting Officer, and such adjustment sh-11 be
evidenced by an amendment to this contract.
(i) The Government may from time to time, under such terms and
conditions as it may prescribe, make partial payments and payments
on account against costs incurred by the Contractor in connection with
the terminated portion of the contract whenever in the opinion of the
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Contracting Officer the aggregate of such payments shall be within the
aneun', to which the Contractor will be entitled hereunder. If the total
of such payments is in excess of the amount finally determined to be due
under this clause, such excess shall be payable by the Contractor to the
Government upon demand, together with interest computed at the rate of
6% per annum, for the period from the date such excess payment is received
by the Contractor to the date on which such excess is repaid to the Govern-
ment; provided, however, that no interest shall be charged with respect to
any such excess payment attributable to a reduction in the Contractoris
claim by reason of retention or other disposition of termination inventory
until ,e1 clays after the date of such retention or disposition.
(j) The provisions of this clause relating to the fixed-fee shall
be inapplicable if this contract does not provide for payment of a fixed-
fee.
(k) Unless otherwise provided for in this contract, or by applicable
statute, the Contractor from the effective date of termination and for
Now' a period of six years after final settlement under this contract, shall
preserve and make available to the Government at all reasonable times at
the office .of the Contractor, but without direct charge to the Govern-
ment, all its books, records, documents, and other evidence bearing on
the cost and expenses of the Contractor under this contract and relating
to the work terminated hereunder, or, to the extent approved by the
Contracting Officer photographs, microphotographs, or ether authentic
reproductions thereof.
EXCUSkLLE DELAYS (1.U3PR 7-203.11 AFPI 7-303.10)
(r) The Contractor shall not be in default by reason of any failrre
in pelormance of this contract in accordance with its terms (including
any failure by the Contractor to make progress in the prosecution of the
work hereunder which endangers such performance) if such failure arises out
of causes beyond the central and without the fault or negligence of the
Noy Contractor. Such causes include, but are not restricted to: acts of God
or of the public enemy; acts of the Government; fires; floods, epidemics;
quarantine restrictions; strikes; freight embargoes, unusually severe
weather; and failure of subcontractors to perform or make progress due to
such n,uees, unless the Contracting Officer shall have determined that the
supplies or services to be furnished under the subcontract were obtainable
from other sources and shall have ordered the Contractor in writing to
procure such services or supplies from such other sources, and the Contractor
shall have failed reasonably to comply with such order. Upon request of the
Contractor, the Contracting Officer shall ascertain the facts and extent
of such failure and, if he shall determine that such failure was occasioned
by any one or more of the said causes, the delivery schedule shell be
revised accordingly, subject to the rights of the Government under the
clause hereof entitled nomination".
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(b) If the Contractor becomes unable to complete the contract work
and make delivery at the tine specified in the Schedule because of technical
difficulties, notwithstanding the exercise of good faith and diligent
efforts in the performance of the work called for hereunder) it may give
the Contracting Officer written notice of the anticipated defatlt with
reasons therefor. Such notice and reasons shall be delivered not lees
than forty-five (45) days before the completion date specified in the
Schede.1,) or within such time as the Contracting Officer deems sufficient.
If such notice is duly given, then to the extent the interest of the
Govern ent makes an extension desirable the Contracting Officer may, in
his discretion, extend the period of tine specified in the Schedule for
such pried as he deems advisable, and this contract shall then be modified
in writing accordingly.
DISPUTES (RSPR 7-103.12 AFPI 7-403.12)
(a) Except as otherwise provided in this contract, any dispute
concerning a question of fact arising under this contract which is not
dispeeed of by agreement shall he decided by the Contracting Officer, who
shall reduce his decision to writing and mail or otherwise furnish a
copy thereof to the Contractor. The decision of the Contracting Officer
hall c final and conclusive unless, within 30 days from the date of
receipt of such copy, thG Contractor mails or othcrwise furnishes to the
Contracting Officer a written appeal addressed to the Secretary. Tho
decision of the Secretary or his duly authorized representative for the
deterninetion of such appeals shall be final and conclusive unless
detoreceed by a court of competent jurisdiction to have boon fraudulent)
or capricious, or arbitrary, or so grossly erroneous as nocesarily to
imply 1.),(1 faith, or not supported by substantial evidence. In connection
with any appeal proceeding under this clause, the Contractor shall be
afforded an opportunity to be heard and to offer evidence in support of
its appeal. Pending final decision of a dispute hereunder) the Contractor
shall proceed diligently with the performtnce of the contract and in
accordance with the Contracting Officerls decision.
*imp' (b) This "Disputes" clause does not preclude consideration of law
?luestiens in connection with decisions provided for in paragraph (a)
lbeve; Provided, That nothing in this contract shall be construed as
making find the decisien of any administrative official, representative, or
board on a question of law.
NOTICE 1_ND ASS1TANCE REGARDING PATENT INFRINGaMT (ASPR 9-104 AFPI 7-404.13)
The previsions of this clause shall be applicable only if the amount
of this contract is in excess of 5,000.
(a) The Contractor shall report to the Contracting Officer, promptly
and in reasonable written detai 1, each notice or claire of patent infringe-
lent based on the performance of s contract of which the Contractor
has knowledge.
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(b) In the event of litigation against tho Government on account of
any claim of patent infringement arising out of the performance of this
eontr, ct or out of the use of any supplies furnished or work or services
performod hereunder, the Contractor shall, furnish to tho Government, upon
request, all evidence and infer ,ation in 'possession of the Contractor
pertaining to such litigation. Such evidence and information shall be
furnished at tho expense of tho Government except in those cases in which
the Contractor has agreed to indemnify the Government against the claim
being asserted.
BUY A, fCN ACT (ASPR 7-103.14 AFPI 7-4n3.14)
(a) In acquiring end products, the Buy American Act (41 U.S. Code
10a-d) provides that the Government give preference to domestic source
end products. For the purpose of this clause:
(i) "components" means those articles, materials, and supplies,
which are directly incorporated in the end products;
(ii) "end products" means those articles, materials, and supplies,
which are to be acquired under this contract for public use; and
(iii) a "del,estic source end product" moans (A.) an unmanufactured
end pr-duct which has been mined or produced in the United States and (B)
an end product manufactured in tho United States if the cost of the
components thereof which are mined produced, or manufactured in the United
States exceeds 50 percent of the cost of all its components. For the
purposes of the (a)(iii)(B), components of foreign origin of the same type
or kind as the products referred to in (b)(ii) or (iii) of this clause
shall ha treated as components mined, produced, or manufactured in tho
Unitee, States.
(b) The Contractor agrees that there will be delivered under this
contract only domestic surce end products, except end products:
(i) which are for use outside the United States;
(ii) which tho Government determines are not mined, produced, or
manufactured in the United States in sufficient and reasonably available
commercial quantities and of a satisfactory quality;
(iii) as to which the Secretary determines the domestic preference
to be inconsistent with the public interest; or
(iv) as to which the Secretary determines the cost to tho Govern-
ment to be unreasonable.
(OPYF Apr., 18, 158)
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COVICT LABOR (ASPR 12-203 AFPI 7-403,15)
DP64-00860R000800020019-2
In connection with the performance of work under this contract,
the Contractor agrees not to amply any person undergoing sentonco of
imprisonment at hard labor.
EIGHT-HOUR. LAW OF 1912 (ASPR 12-303.1 API 7-403,16)
This contract, to the extent that it is of a charactor specified in
the Eight-Hour Law of 1912 as amended (40 U.S. Code 324-326) and is not
covorod by the Walsh-Hoaloy Public Contrhots Act (41 U.S. Code 35-45), Is
subject to the following provisions andoexcoptions of said Eight-Hour
Law of 19127 as amended, and to all other provisions and exceptions of
said Law:
No Laborer or mechanic doing any part of the work contemplated by
this contract, in tho employ of the Contractor or any subcontractor
contracting for any part of the said work contemplated, shall be required
Nape or permitted to work more than eight hours in any one calendar day upon
such work, except upon the condition that compensation is paid to such
laborer or mechanic in accordance with the provisions of this clause.
The wages of every laborer and mechanic omployod by the Contractor or
any subcontractor engaged in the performance of this contract shall be
computed on a basic day rate of eight hours per day; and work in excess
of eight hours per day Is permitted only upon the condition that every
such laborer and mechanic shall be compensated for all hours worked in
oxces;, of eight hours per day at not loss than one and one-half times the
basic rate of pay. For each :Violation of the requiroments of this clause
a penalty of five dollars shall be imposed for each laborer or mechanic for
every calendar day in which such employee is required or permitted to
labor more than eight hours upon said work without receiving compensation
computed in accordance with this clause, and all penalties thus imposed
shall be withhold for the use and benefit of the Government.
NONDISCRILINATION IN EmPLOYLENT (ASPR 12-802 AFPI 7-401.17)
(a) In connection with the performance of work under this contract,
the Contractor agrees not to discriminate against any e,ployee or applicant
for employment because of raco, religion, color, or national origin. Tho
aforesaid provision shall include, but not be limited to, the following:
employment, upgrading, demotion/or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticoship. The
Contractor agrees to post hereafter in conspicuous places, available for
employees and applicants for employment, notices to be provided by the
Contracting Officer setting forth the provisions of the nondiscrimination
clause.
(b) The Contractor further agrees to insert the foregoing provision
in all subcontracts hereunder, except subcontracts for standard commercial
supplies or raw natorjals.
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OFFICIALS NOT TO BENNEFIT (ASPR 7-103.19 AFPI 7-403.18)
No member of or delegate to Congress, or resident commissioner,
shall be adiAtted to any share or part of this contract, or to any
benefit that may arise therefrom; but this provision shall not be
construed to extend to this contract if made with a corporation for
its general benefit.
CO1JEN2,-,T AGAINST CONTINGENT FEES (ASPR 7-103,20 AFPI 7-403.19)
The Contractor warrants that no porpon or selling agency has
been o'uloyed or retained to solicit or secure this contract upon
an agr_ement or understanding for a commission, percentage, broker-
age, c contingent fee, excepting bona fide employees or bona fide
established colillercial or selling agencies maintained by the Contractor
for the purpose of securing business, For broach or violation of this
warranty the Government shall have the right to annul this contract
withor5 liability or in its discretion to deduct from the contract
price or consideration, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent foo.
PATENT RIGHTS (ASPR 9-107 AFPI 7-403,20)
(a) As used in this clause, the following terms shall have the
meanings sot forth below:
(i) The torn "Subject Invention" moans any invention,
improvement or discovery (whether or not patentable) conceived or first
altually reduced to practice either (A) in the performance of the
experimental, developmental, or research work called for or required
under this contract: or (B) in the performance of any experimental,
developmental, or research work relating to the subject matter of
this contract which was done upon an understanding in writing that a
contract would be awarded; provided that the term "Subject Invontion"
%owl shall not include any invention which is specifically identified and
listed in the Schedule for the purpose of excluding it from the
license granted by this clause.
(ii) The tern "Technical Personnel" moans any person employed
by or working under contract with the Contractor (other than a sub-
contractor whose responsibilities with respect to rights accruing to
the Grn,3rnmont in inventions arising under subcontracts set forth in
paragraphs (g), (h), and (i) below) who, by reason of the nature of
his C'Aies in connection with the p rfornance of this contract, would
reasonably be expected to make inventions.
(iii) Tho terms "subcontract" and "subcontractor" moan any
subcontract or subcontractor of the Contractor, and any lower-tier
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subcontract or subcontractor under this Contract.
N(1) The Contractor agrees to and does hereby grant to the
Golfer? ,ont an irrevocable, nonexclusive, nontransferable, and royalty?
free acenso to practice, and cause to be practiced by or for the United
States Government throughout the world, each Subject Invention in the
manufacture, use and disposition according to law, of any article or
material, and in the use of any method. No license granted herein
shall convoy any right to the Government to manufacture, have manufactured,
or use any Subject Invention for the purpose of providing services or
supplies to the g-neral public in competition with the Contractor or
the Contractor's commercial licensees in the licensed fields.
(2) With respect to:
(A.)
?ors onnel;
any Subject Invention made by other than Technical
(1i) any Subject Invention conceived prior to, but first
actually reduced to practice in the course of, any of the experimental,
developmental, or research work specified in (a) (i) above; and
(iii) the practice of any Subject Invention in foreign
countries; the obligation of the Contractor to grant a license as
provided in (b)(1) above;, to convey title as provided in (d)(ii)(B)
or (d)(1v) below, and to convey foreign rights as provided in (e)
below, shall be limited to the extent of the Contractoris right to
grant the same without incurring any obligation to pay royalties or
other compensation to others solely on account of said grant.
Nothing contained in this Patent Lights clause shall be doomed to
grant any license under any invention other than a Subject Invention.
(c) The Contractor shall furnish to the Contracting Officer the
following information and reports concerning Subject Invention which
Now, reas-nably appers to be patentable:
(A) a written disclosure promptly after conception or first
actual reduction to practice of each such Invention together with a
written statement specifying whether or not a United States patent
application claiming the Invention has bean or will be filed by or
on behalf of the Contractor;
(ii) interim reports, at least every twelve months,
commencing with the date of this contract, each listing all such
Inventions conceived or first actui]ly reduced to practice more than
three 'IGn-ths prior to the date of the report, and not listed on a
prior interim report, or certifying that there are no such unreported
Inventions; and
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(iii) prior to final settlement of this contract, a final
report listing all such Inventions including all those previously
listed in interim reports.
(d) In connection with each Subject Invention referred to ih
(L)(i) above, the Contractor shall do the following:
(i) if the Contractor specifies that a United States patent
a lication claiming such Invention will be filed, the Contractor shall
or cause to be filed such application in due form and time; however,
i2 the Contractor, after having specified that such an application
would be filed, decides not to file r cause to be filed said application9
the Contractor sh5.,11 $o notify the Contracting Officer at the earliest
practicable date and in any event not later than eight months after
first publication, public use or sal?.
(ii) if the Contractor specifies that a United States
patent application claimir'r such Invention has not been filed and will
not be filed (or having specified that such an application will be
fled thereafter notifies the Contracting Officer to the contrary),
tae Contiacting Officer shall:
GO inform the Contracting Officer in writing at the
earliest practicable date of any publication of such Invention made by
or known to the Contractor or, where applicable, of any contemplated
publication by the contractor, stating the date and identity of such
publication or contemplated publication; and
(B) convey to the Government the Contractor's entire
right, title, and interest in such Invention by deliverying to the
Contracting Officer upon written request such duly executed instruments
(poepared by the Government) of assignment and application, and such
other papers as are deemed necessary to vest in the Government the
Creltractor's right, title and interest aforesaid, and the right to
apply for and prosecute patent applications covering such Invention
throughout the world subject, however, to the right of the Contractor
specified in (e) below to file foreign applications, and subject
further to the reservation of a non-exclusive and royalty-free
license to the Contractor (and to its existing and future associated
and affiliated companies, if any, within the earl orate structure of
which the Contractor is a part) which license shall be assignable to
The successor of that part of the Contractor's business to which such
Invention pertains;
(iii) the Contractor shall furnish promptly to the
Contracting Officer on request an irrevocable power of attorney to
inspect and make copies of each United States patent application
filed by or on behalf of the Contractor covering any such
Invention;
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(iv) In the event the Contractor, or those other than the
Government deriving rights from tho Contractor, elects not to continue
prosecution of any such United States patent application filed by or
on behalf of the Contractor, the Oontractor shall 8o notify the
CLntracting Officer not less than sixty days before the expiration of
the response period and, upon written request, deliver to the Contracting
Officer such duly executed instruments (prepared by the Government) as
are deemed necessary to vest in the Government the Contractor's entire
right, title, and interest in such Invention and theepplication, subject
to the reservation as specified in (d)(ii) above; and
(v) the Contractor shall deliver to the Contracting Officer
duly executed instruments fully confirmatory of any license rights
he-,oein agreed to be granted to the Government.
(e) The Contractor, or those other than the Government deriving
rights from the Contractor, shall have the exclusive rights to file
applications on Subject Inventions in each foreign country within:
(i) nine months from the date a corresponding United States
application is filed;
(ii) six months from the date permission is granted to file
foreign applicatione where such filing had been prohibited for security
reasons; or
(iii) such longer period as may be approved by the Contracting
Officer. The Contractor shall, upon written request of the Contracting
Officer, convey to Ile Government the Contractor's entire right, title,
and interest in each Subject Invention in each foreign country in which
an application has not been filed within the time above specified,
subject to the reservation of a non-exclusive and royalty-free license
to the Contractor together with the right of the Contractor to grant
sublicenses, which license and right shall be assignable to the
successor of that part of the Contractor's business to which the Subject
Invention pertains.
(f) If the Contractor fails to deliver to the Contracting Officer
the interim reports required by (c)(ii) above, or fails to furnish the
written disclosures for all Subject Inventions required by (c)(i) above
shown to be due in accordance with any interim report delivered under
(c)(ii) or otherwise known to be unreported, there shall be withheld
from payment until the Contractor shall have corrected such failures
either ten percent (10%) of the amount of this contract, as from time
to time amended, or five thousand dollars (5,000), whichever is less.
After payment of eighty percent (80%) of the amount of this contract,
as from time to time amended, payment shall be withheld until a reserve
of either ten percent (10%) of such amount, or five thousand dollars
(65,000), whichever is less, shall have been set aside, such reserve
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or balance thereof to be retained until the Contractor shall have
furnished to tho Contracting Officer:
(i) the final report required by (c)(iii) above;
(ii) written disclosures for all Subject Inventions required
by (c)(i) above, which are shown to be due in accordance with interim
reportr delivered under (c)(ii) above or in accordance with such final
reports or are otherwise known to be unreported; and
(iii) the infornotion as to any subcontractor required by (h)
below, The maximum amount which may be withhold under this paragraph
(f) shall not exceed ten percent (10%) of tho amount of this contract or
five thousand dollars (')5,000), whichever is loss, and no amount shall
be withheld under this paragraph (f) when tho amount specified by Lis
paragraph (f) is being withheld under other provisions of this contract.
The withholding of any amount or subsequent payment thereof to the
Contractor shall not be construed as a waiver of any rights accruing to
Nore the Governmcnt under this contract. This paragraph (f) shall not be
construed as requiring the Contractor to withhold any amounts from a
subcontractor to enforce compliance with patent provisions of a subcontract.
(g) The Contractor shall exert all reasonable effort in negotiating
for the inclusion of this Patent Rights clause in any subcontract here?
under of three thousand dollars 3,000) or more having experimental,
developmental, or research work as one of its purposes. In the event of
refusal. by a subcontractor to accept the Patent rights clause, the
Contractor shall not proceed with the subcontract without written
authorization of the Contracting Officer, and upon obtaining such
authorization, shall cooperate with the Government in the negotiation
with such subcontractor of an ac optable patent rights clause; provided,
however, that the Contractor shall in any event require the subcontractor
to grant to the Government patent rights under Subject Inventions of no
loss scope and on no less favorable terms than these which the Contractor
has under such subcontracts, except that in no event shall the subcontractor
be required to grant to the Government patent rights in excess of those
heroin agreed to be granted to the Government by the Contractor.
(h) The Contractor shall, at the earliest practicable date, notify
the Contracting Officer in writing of any subcontract containing a
patent rights clause, furnish the Contracting Officer a copy of such
clause, and notify the Contracting Officer when such subcontract is
completed. It is understood that with respect to such subcontract
clause, the Government is a third party beneficiary, and the Contractor
hereby assigns to the Government all tho rights that the Contractor would
have to enforce the suLcontractor1s obligations for the benefit of the
Government with respect to Subject Inventions, The Contractor shall not
be obligated to enforce the agreements of any
(CFTYipr. 18, 158)
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subcontractor hereunder relating to Subject Inventions.
(i) When the Contractor shows that it has been delayed in
tle performance of this contract by reason of its inability to obtain
in accordance with (g) above a suitable patent rights clause from a
qualified subcontractor for any item or service required under this
coetract for which the Contractor itself does not have available
fa tilities or qualified personnel, the Contractor's delivery dates
sh_ll be extended for a period of time equal to the duration of such
delay; and, upon request of the Contractor, the Contracting Officer
shall determine to what extent, if any, an additional extension of
the delivery dates aa,: an increase in contract prices based upon
adfitien .1 cost incurred by such delay are proper under the
ci-.cumsta.aces; and the contract shall be modified accordingly. If
the Contractor, after exerting all reasonable effort, is uaable to
ottaia a qualified subcontractor as set forth above, the Contractor
mar submit to the Contracting Officer a written request for wailer or
mc'efication of the requirement that a suitable patent rights clause
bo included in the subcontract.
Such request shall specifically state that the Contractor has
used all reasonable effort to obtain such qualified subcontractor, and
shall cite the waiver or termination provision hereinafter set forth.
If, within thirty-five (35) days after the date of receipt of such
request for a waiver or modification of said requirenent, the Contracting
Officer shall fail to deny in writing such request, the requirement
shall be deemed to have been waived by the Government. If within such
ee:eled the Contractor shall receive a written denial of such request by
the Contracting Officer, this contract shall thereupon automatically
terminate and the rights and obligations of the parties shall be govern-
ed by the provisions of the clause of this contract providing for
telmination for the convenience of the Government.
21. GOVERNNENT PROPERTY (iSPR 13-503 AFPI 7-403.21)
(a) The Government shall deliver to the Contractor, for use in
connection with and under the terms of this contract, the property
described in the Schedule or specifications, together with such related
data and information as the Contractor may request and as may reasonably
be required for the intended use of such property (hereinafter referred
to as "Government-furnished Property"). The delivery or performance
Ca,es for the supplies or services to be furnished by the Contractor
unJer this contract are based upon, the expectation that Government-
furnished Property suitable for use will be delivered to the Contractor
at the times stated in the Schedule or, if not so stated, in sufficient
ti-e to enable the Contractor to meet such delivery or performance
Ca es. In the event that Government-furnished Property is not
deLivered to the Contractor by such time or times, the Contracting
Uficer shall, upon timely written request made by the Contractor,
make a determination of the delay occassioned the Contractor and shall
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equitably adjust the estimated cost, fixed fee, or delivery or performance
dates? or all of them, and any other contractual provisions affected
by such delay, in accordance with the procedures provided for in the
clause of this contract entitled "Changes." In the event that Govern-
ment-fornished Property is received by the Contractor in a condition
not sui table for the intended use, the Contractor shall, upon receipt
thereof notify the Contracting Officer of such fact and, as directed
by the Contracting Officer, either (i) return such property at the
Goverrr,entrs expense or otherwise dispose of the prop irty or (11)
effect repairs or -aodificatiens. Upon completion of (i) or (ii) above,
the Contracting Officer upon written request of the Contractor sha31
equitaLly adjust the estimated cost, fixed fee, or delivery or performance
dates, or all of them, and any other contractual pr,-vision affected
by the return or disposition,or the repair or modification, in accord-
ance with the procedures provided for in the clause of this contract
entitle 1 "Changes." The foregoing provisions for adjustment aro exclusive
and th7,, Government shall not be liable to suit for breach of contract
by roe cif any delay in delivery of Government-furnished Property
or delivery of such prop, rty in a condition not suitable for its
intended use.
(b) Title to all property furnished by the Government shall remain
in the Government, Title to all property purchased by the Contractor,
for the cost of which the Contractor is entitled to be reimbursed as a
direct item of cost under this contract, shall pass to and vest in the
Government upon delivery of such property by the vendor. Title to
other property, the cost of which is reimbursable .to the Contractor
under this contract, shall pass to arvi. v -zt in the Goverment upon (i)
issuance for use of such property in the performance of this contract,
or (ii) corluencoment of processing or use of such property in the
performance of this contract, or (iii) reimbursement of the cost thereof
by the Government, whichever first occurs,. All Goverment-furnished
Property, tog, with all property acquired by the Contractor title
to which vests in the Government under, this paragraph, aro subject
to the provisions of this clause and are hereinafter collectively
roferre-:1 to as "Government Property."
(c) Title to the Government Property shall not be affected by the
incorporation or attachment thereof to any property not owned by the
Government, nor shall such Government Property, or any part thereof, be
or become a fixture or lose its identity as personalty by reason of
affixation to any realty. The Ccntractor shall maintain adequate
property control records of the Government Property and shall identify
the Government Property as such in accordance with the requirements
of the "Lannal for Control of Government Property in Possession of
Contractors" (Appendix B, Armed Services Procurement Regulation), as
in effect en the date of the contract, which Manual is hereby incor-
porated by reference and ma,:to a part of this contract.
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(d) The Crevernment Preperty provided ur furnished pursuant t4
the terms Of this contract shall, unlesd otherwise r:rovided herein,
be used only for the performance af this gonfract,
(e) The Contractor shall maintain Apd.aftainister, in accdrdance.
with sound industrial practice, a progrn for the maintenanee, repair,
protection and preservation of Cre-KreaTnent property, so as to aSdure
its full availability an.d asefulne,ss foll, the performance of this
contract. The Contractor shall take all reasonable steps to comply
with all appropriate directions or instructions which the Contracting
Officer may prescribe as reasonably necessary for the protection of
Government property.
(f) (i) The Contractor shall notHoe liable for any loss of or
damage to the Government pr?perty, or for .expenses incidental to
such loss or damage, except that the Contractor shall be responsible
for any such less or damage (including expenses incidental thereto)
(A) which results from willful misconduct or lack. of good faith on the
part of any of the Contracteris directors or offieers, or on the part
of any of its managers, sulerintendents, or other equivalent represen-
tatives, who have supervision or direction of (I) all or substantially
all of the Centractorrs business, or (II) all or substantially- all
of the Contractorts operations at any one plant or separate location
in which this contract is being performed, or (III) a separate and
olmplete major industrial operation in connection with the performance
of this contract; or (E) which results from a failure 'cm the part of
the ntractor, due to the willful misconduct or lack of good faith
OA the p-rt of any of its directors, officers, or other representatives
mentienee in sulTaragraph. (A) above, (I) to maintain and administer,
in racrdance with sound industrial practice, the program, for Lidintenancel
ref), protection and preservation of Government property as required
ny -pragraph (e) hereof, or (II) to take all reas.Dnable steps to comply
with any appropriate written directions of the Contractinz Officer
under paragraph (e) hereof; or (C) for which the Contractor is
otherwise responsThle under the express terms of the clause or
clauses designated in the Schedule; or (-L) which results from a risk
'1X-fx2sly required to be insured under t'-is contract, but only to
the extent of the isurance so required to Le procured and maintained,
or to the extent, of insurance actually procured and maintained, which-
ever is greater; cr (E) which resiAts from a risk which is in fact
cn-verefl by insurance or for which the Contract is otherwise reimurse4,
but only to the extent of such insurance pr reim,bursement;. provided that,
if
more than one of the aialve exceptions shall "be ap-clioale in any
case, the Contracterrs liability under any one exception shall Lot be
Zhilt.ted by any other exceition This clause shall net be construed
as relieving a subcontractor froi.i liability for loss or destruction of
or dage to Government :property in its possession or control, except
to the extent that..t1,-,..pontract, with the prior aro-ml of the
Contracting r:JTfleAL)r, prD *-Y-co .-tc4a2LT ?,b.e.-0-Woontrc4otor
,Sanitized vApproved Fo
-26-,
? CIA-RDP64-00360R000800020019-2
Sanitized -'Apprikved For Relegigt***RDP64-06060R000800020019-2
from such liability. In the absence of such approval, the subcontract
shall contain appropriate provisions requiring the return of all Govern?
ment property in as good condition as when received, except for reasonable
wear and tear or for the utilization of the property in accordance
with the provisions of the prime contract.
(ii) The Contractor shall not be reimbursed for, and shall
nri, include as an item of overhead, the cost of insurance, or any
pLevision for a reserve, covering the risk of loss of or damage to
tL0 Government property, except to the extent that the Government may
have required the Contractor to carry such insurance under any other
pre7ision of this contract.
(iii) Upon the happening of loss or destruction of or
damage to the Government Property, the Contractor shall notify the
Contracting Officer therof, and shall communicate with the Loss and
Salvage Organization, if any, now or hereafter designated by the
Ccatracting Officer, and with the assistance of the Loss and Salvage
Organization so designated (unless the Contracting Officer has designated
that no such organization he employed), shall take all reasonable steps
to protect the Government Property from further damage, separate the
damaged and undamaged Government Property, put all the Government
Property in the best possible order, and furnish to the Contracting
Officer a statement of CO the lost, destroyed and damaged Govern?
men e Property, (B) tae time and origin of the loss, destruction or
damage, (C) all known interests in commingled property of which the
Gevernment Property is a part, and (D) the insurance, if any, covering
any part of or intereat in such commingled property. The Contractor
shall make repairs and renovations of the damaged Government Property
or take such other action, as the Contracting Officer directs.
(iv) In the event the Contractor is indemnified, reimbursed,
or otherwise compensated for any loss or destruction of or damage to
the Government Property, it shall use the proceeds to repair, renovate
or replace the Government Property involved, or shall credit such
proceeds against the cost of the work covered by the contract, or shall
otherwise reimburse the Government, as directed by the Contracting
Officer The Contractor shall do nothing to prejudice the Government's
righb to recover against third parties for any such loss, destruction
or daaage and, upon the request of the Contracting Officer, shall, at
the. Government's expense, furnish to the Government all reasonable
aeeletance and cooperation (including the prosecution of suit and the
eaecutien of instruments of assignment in favor of the Government) in
retaining recovery. In addition, where the subcontractor has not been
relieved from liability for any loss or destruction of or damage to
Government property, the Contractor shall enforce the liability of the
subcontractor for such loss or destruction of or damage to the
Government property for the benefit of the Government,
(CpagY4,6141; ARroved For IA-RDP64-00360R000800020019-2
? Sanitized - Appreated For R
For use whore applicable:
1A-RDP64-083150R000800020019-2
(v) In the event any aircraft are to be furnished under this
contre.e',, any loss or destruction of, or damage to, such aircraft or other
Goveri -nt property occurring in connection with operations of said air?
craft ill be governed by the clause of thi ontract captioned 'night
Itisks"2 to the extent such clause is, by its terms, applicable*
(g) The Govern-lent shall at all reasonable tines have access to the
premises where any of the Government property is located,
(h) The Government Property shall remain in the possession of the
Contractor for such period of time as is required for the performance of
this contract unless the Contracting Officer determines Lhert the interests
of the Government require removal of such property. In such case the
Contractor shall promptly take such action as the Contracting Officer may
direct with respect to the removal and shipping of Government Property.
In any such instance, the contract may be amended to accomplish an equitable
adjustment in the terns and previsions thereof.
(i) Upon the completion of this contract, or at such earlier dates as
my be fixed by the Contracting Officer, the Contractor shall submit to the
Contracting Officer in a for:: acceptable to him? inventory schedules covering
all items of the Government Property not consined in the performance of
this contract or not theretofore delivered to the Government, and shall
deliver or make such other disposal of such Goverment property as nay be
directed or authorized by the Contracting Officer, The not proceeds of any
such Cis?posal shall be credited to the cost of the work covered by the
contract or shall be paid in such manner as the Contracting Officer nay
direct,. The foregoing provisions shall apply to scrap from Government
Property provided, however, that the Contracting Officer may authorize or
direct the Contractor to omit from such inventory schedules any scrap
consisting of cutting and processing waste, such as chips, cuttings, bcrings,
turnings, short ends, circles, trimmings, clippings, and remnants? and
%tete dispese of such scrap in accordance with the Contractor's normal practice
and account therefor as a part of general overhead or other reimbursable
cost in accordance with the Contractor's established accounting procedures.
(j) Unless otherwise provided heroin, the Government shall not be under
any duty or obligation to restore or rehabilitate, or to pay the cost of the
restoration or rehabilitation of the Contractor s plant or any portion thereof
which is affected by the reiloval of any Government Property.
(k) Directions of the Contracting Officer and communications of the
ontracter issued pursuant to this clause shall be in writing,
(1) As provided in paragraph (i) of the above clause, the Contracting
fficer Lay, subject to Doper-Lie/ital procedures, authorize or approve use
f the Contractor's established scrap disposal and accounting procedures
henever the amount and recoverable value of scrap from the Government
roper-by aro relatively minor and the rfentractorlb established procedures for
.ccunnulating and disposing of scrap and crediting the proceeds thereof to
:eneral overhead or other gemeral cost will permit the Government toshare
:ost factoSaintaech, 4PP RY-gRiFai
.quitably in s;a9h. scrap recover.y tkloMIEQ.cti k-1-_-fF.V64170
centraZt, & 800020019-2
CPEF Apr. 182 '58) ? 28 -
Sanitized - Appremed For Rele CIA-RDP64-08460R000800020019-2
:ICULaCE?LILJ:IlITY. TO THIF.D FTRSCNS (ASH. 7-263.22 AFFI 7-403.22)
(a) The ContractOr shall pr6cur4 and thereafter maintain workmen's
cOni?asation, evipleyer1s liability, conprehenSive general liability (bodily
y) and comprehensive automobile lip,bility (bodily injury and
prnperty damage) insurance, with respect to performance under this
contract, and such other insurance as the- Contracting Officer may
from time to time require with respect to performance under this
contract; provided, that the Contractor*.in fulfillment of its
obligation to procure workmen's compensation insurance may, with
the approval of the Contracting Officer...and pursuant to statutory
authority, maintain a self?insurance program. All insurance required
pursuant to the provisions of this paragraph shall be in such form,
in such amounts, and for such periods of time as the Contracting
Officer may from time to tine require Or approve, and nith insurers
approved by the Contracting Officer. -
(b) The contractor agrees, to the extent and in the manner
required by the Contracting Officer, to submit for the approval of
the Contracting Cfficer any other insurance maintained by the Oontradtor
in connection with the performance of this contract and for which the
Contractor seeks reimbursement hereunder.
(c) The Contractor shall be reimbursed: (i) for he portion
allocable to this contract of the reasonable c.3st of insurance as
required or approved pursuant to the provisions of this clause, and
(4,
for liabilities to third persons for loss or fordamage to
property (other than property (A) owned, occupied or used by the
Contractor or rented to the Contractor or (E) in the care, custody,
or control of the Contractor), or for death or bodily- injury, not
compensated by insurance or otherwise, arising out of the performance
of this contract, whether or not caused by the negligence of the
Contractor, its agents, servants or employees, provided such
liabilities are represented by final judgments or by settlements
apprved in writing by the Government, and expenses incidental to
such liabilities, except liabilities (I) for which the Contractor
is otherwise reapnnsible under the express terns of the clause or
elapses, if any, specified in the Sohodule, cr (II) with respect
to which the Contractor has failed to insure as required or maintain
insurance as op roved by the Contracting Officer or (III) which results
from willful misconduct or lack of good faith on the part of any of
the Contractor's directors or officers, or on the part of any of its
managers, superintendents, or other equivalent representntives, who
has supervision or direction of .(1) all or substantiall all of the
Contractor's business, or (2) all or substantially all of the Con?
tractor's operations at any one plant or separate location in w'ich
this contract Is being performed, or (3) a separate and complete
major industrial operation in connection with the performance of
tiais.contract. The foregoing shall not restrict the right of the
Contractor to be relnibursed for the cost of insurance maintained by
the Contractor in connection with the performance of this contract,
other thaon recre