LETTER TO WENDELL FROM (Sanitized)

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP66B00728R000100100025-1
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 46
• Document Creation Date: December 12, 2016
• Document Release Date: July 15, 2002
• Sequence Number: 25
• Publication Date: November 28, 1962
• Content Type: LETTER

A1'oved For Release 2002/08/12 : CIA-RDP66B"00728R000100100
8230-62-14C
November 28, 1962
J>tf 9, 1962 (No. OSA-2104-62)
Reference: Yous letter of Novem
In the above referenced letter, you requested the submission of
an amended cost proposal covering the reduction of tolerances on the
densities set forth in Exhibit 62-3, Change Order #1, Contract BB-475.
There will be no cost reduction as a result of this release. It
was the original intent of both parties to fabricate test targets in
conjunction with MIL-STD-150A. The citation of the tolerance of ?.02
in our proposal, was an error of a typographical nature.
I hope that this clarifies the situation. Thank you very much
for your consideration.
Very truly yours,
HAM: pgv
Contracts tnager
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SECRET
BB-475
APPENDIX I
May II, 1961
The following represents the pricing formula(ae) referred to in
schedule as Part VI of this contract and shall be valid and considered
in force for the period I March 1961 to and including 30 June 1961.
25X1A
Executive Engineer
Staff Engineer
Senior Engineer
Engineer
Junior Engineer
Senior Technician
Technician
Designer
Draftsman
Senior Draftsman
Optical Shop
Programmer
Technical Writer
Technical Editor
Illustrator
Reproduction
Publications
Inspector
Senior Inspector
Machinist
Experimental Machinist
Senior Experimental Machinist
Assembler
Senior Assembler
Project Secretary
Purchased materials price shall be computed on the basis of cost
plus applicable G & A and profit.
Profit claimed for the period involved Is
SECRET
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INDEX TO GENERAL PROVISIONS
Clause No.
DEFINITIONS ...e.....0.a......... 0000 0 ebaaa.eae.a? a. 1
CHANGESa..a..aa.......a.a0O..a.aeo.ooaeooo.?o....a.ea0 1
EXTRAS 00 000 000000000000o.ee0 0000 00000000ooooee0000eo 2
VARIATION IN QUANTITY ....o....o............ 060000ea.oe 2
INSPFCTIONo...,.,.o.oooeoooooob0ooooo.oeeaao.,.,-.ooooe 3
SUPPLIES.soeoooooaoo0.000000..o.,00
RESPONSIBILITY FOR 3
PATSeoogoo a0 as ooe0 ao ao O 0000oe o e a oo g000o 0000Oo
lppy CLAM
f~~ p ASSIGNMEN1 OF C~Y'~.Ll i~+~ a 0 a 0 0 0 O O 0 0 4 0 O 0 b 0 O a 0 0 0 0 O O O O b O O 4 O 0 O
ADDITIONAL BOND SECURITY. b O 000.. 00000S0000o.a..q..S000
FEDERAL, STATES AND LOCAL TAXES ............... 000.0000
DEFAULTeoe.o,ooooaeoeoooao?noooooeeseooomeo.o000900600 7
DISPUTES ee co amamoeo0o0000000......oe00000m0*00 0000000 8
SOVIET-CONTROLLED AREAS a?a.aaq?.a000000.a.a.a000000000 9
EIGHT-HOUR LAW OF 1912-OVERTIME COMPENSATION.........,. 9
WALSH-HEALEY PUBLIC CONTRACTS ACT..,...000.a0000.00a0a 9
NONDISCRIMINATION IN EMPLOYMENT.a000000000.0e0000000.a 10
OFFICIALS NOT TO BENEFIT ........... 10
COVENANT AGAINST CONTINGENT FEESoa0e0.eeoeeaoooo.eaooe 10
TERMINATION FOR CONVENIENCE OF THE GOVERNMENT,.ooeoe.9..11
AUTHORIZATION AND CONSENT...... a......... o.00000000e., 1.6
NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEPENT.4:e 16
BUY AMERICAN ACTo........ o...a..eoaoooooo,osoo-oeooaoeo 17
FILING OF PATENT APPS,ICATIONSao.oaaaaeaaea0oeooooooo0. 1.8
DATA RIGHTS....aa ? .0,000,.,?a.e.oe0000000.ea ? see 18
D A T A o 0 0 o 0 e o e o e o o e o a ? e o O ? a e o .. , e O 0 o o o o o 0 , o e e o 0 0, o e a* 00 a 23
MILITARY SECURITY REQU1REME,NTS .... o a o o e, o o a a a s a .. a e o a. 24
UTILIZATION OF SMALL BUSINESS CONCERNS,,,,000000.a.ea. 26
EXAMINATION OF RECORDS 000009ee?a.,a000000.b.? ? 5000000 26
Gd~t'aTUI l lt'n..~ ?,0 0 0 0 o m a o o s o 0 0 0 0 0 0 0 0 0 0 0 0 a o 0 0 0 0 0 0 0 0 0 0 0 0 0 o e e, o 26CONVICT LABOReoooae....o...... 0 000 0000 soeoaaaoo.. 27
MATERIAL INSPECTION AND RECEIVING REPORT .............. 27
SUBCCNTRACTSooooeooooo000oooooeooeeaeoeveseoooo.ooeoeo 27
SUBCONTRACTSy0y00oae+~o..O...ooo00 000oeeeo?000000ooe00, 0 2~C
GROUND AND FLIGHT RISK..... oe....o00oao00000oaooeeo000 28
INSPECTION AND AUDIT .....a.000000...a...a..........eve 33
GOVERNMENT-FURNISHED PROPERRTY, ............ 0 0 0 0 0 e e 0 0 S 0 0 34
ALTERATIONS IN CONTRACT ........... 000 38
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GENERAL PROVISION,
contracts" includes purchase orders under this contract.
authority.
-
(c) Except as otherwise provided in this contract, the term BOsub-
eontrs.ct ;,pu beha7l, f, of the Goverment, and any other officer o. civilian
employee who is a properly- designated Contracting Offi6er9 and the term
provided in this contract., the authorized
incite,. except as otherwise
ontracting Officer) authorized to act for the Secretary.
(b) The term "Contracting Officer" means ' the person executing this
-(a)) The term "Secretary" means.the Secretary, the Under Secretary,
or any Aes3,stant secretary of the Deartment, and the head o'r any
assistant head,of th.e dera1 agency-; and the term "his duly authorized
,representative" means any person or persons 'or. board (other than,the
the meanings set forth belows
As used throughout this contract, the following terms shall have
2. .CHANGE'S . (AS PR 7m103.2)
The' Contracting Officer, may at any time, a. written order, and
without notice. to the sureties, make changes, within the general scope
of this.ca~intradt, in any one ormore of the followings (i) Drawings,
designs, or specifications,, where the supplies to be furnished are to
be specially manufactured fo? , the Government in accordance therewith;
(ii) method. of shipment or packing and (iii) place of delivery. If any
such change causes an increase or decrease in the cost of, or the time
required for. the. performance of any part of the work under this contract,
whether changed .'or not changed .by any such order, an equitable adjust-
mezit sha,i1 be made in the contract price or delivery schedule, or both,
and the contract shall be modified in writing accordingly0 Any claiffi by
e Conntractor for adjustment under this clause must be asserted within
~0 days from the date:of receipt by the-Contractor of the notification.
of=changes,, mijiv That , the Contracting Officer, if he
decides that the_facts,justify such action, may receive and act upon any
such claim, asserted at any time prior to final payment under this con
tracto Where the cost of.property made obsolete.or excess as result of
a change: is included in the Contractor ? s claim for . ad ist nt, the
Contracting Officer shall have the right to prescribe the manner of
disposition of such property, Failure to agree to any adjustment shall
be a, dispute concerning a question of fact within the meaning of the
clause of.this contract entitled "Disputes." However., nothing in this.
clause shallexcuse.the,CQptractpr,from proceeding with the contract as
changed. (Rev? No, 28, 1/28/58 Rev. No. 30, 3/17/58)
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3. EXTRAS (ASPR 7.1O3.3)
Except as otherwise provided in this contract., no payment for extras
shall be made unless such extras and the price therefor have been auth-
orized in writing by the Contracting Officer.
4. VARIATION IN QUANTITY (ASPR 7-103.4)
No variation in the quantity of any item called for by this contract
will be accepted unless such variation has been caused by conditions of
loading., shipping., or packing, or allowances in manufacturing processes,
and then only to the extent, if any, specified elsewhere in this contract.
5. INSPECTION (AS PR 7-103.5)
(a) All supplies (which term throughout this'clause includes with-
out limitation raw materials, components, intermediate assemblies, and
end products) shall be subject to inspection and test by the Government,
to the extent practicable at all times and places including the period
of manufacture., and in any event prior to acceptance. (Rev. No. 33,
5/14/58.)
(b) In case any supplies or lots of supplies are defective in
material or workmanship or otherwise not in conformity with the require-
ments of this contract, the Government shall have the right either to
reject them (with or without instructions as to their disposition) or
to require their correction. Supplies or lots of supplies which have
been rejected or required to be corrected shall be removed or, if per-
mitted or'required by the Contracting Officer, corrected in place by
and at the expense of the Contractor promptly after notice., and shall
not thereafter be tendered for acceptance unless the former rejection
or requirement of correction is disclosed. If the Contractor fails
promptly to remove such supplies or lots of supplies which are required
to be removed, or promptly to replace or correct such supplies or lots
of supplies, the Government either (i) may by contract or otherwise
replace or correct such supplies and char a to the Contractor the cost
occasioned the Government thereby, or (ii) may terminate this contract
for default as provided in the clause of this contract entitled "Default."
Unless the Contractor corrects or replaces such supplies within the'
delivery schedule, the Contracting Officer may require the delivery of
such supplies at a reduction in price which is equitable under the cir-
cumstances, "Failure to agree to such reduction of price shall be a
dispute concerning a question of fact within the meaning of the clause
of this contract entitled "Disputes." (Rev, No. 28, 1/28/58.)
(c) If any inspection or test is made by the Government on the
premises of the Contractor or a subcontractor, the Contractor without
additional charge shall provide all reasonable facilities and assist-
ance for the safety and convenience of the Government inspectors in
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the performance of their dutieso If Government inspection or testis
made at a point other than the premises of the Contractor or a subcon-
tractor, it shall be a the expense- of the Government except as other-
wise provided in this contracts v , That in case of rejection
the Government shall not be liable for any reduction in value of . samples
used in connection with such inspection or testa All inspections and
testa by the Goverment shall be performed in such a manner as not to
unduly delay the work, The Goverment reserves the right to charge to
the Contractor any additional cost of Goverment inspection-and test
when suppiiee are `riot ready at the time such inspection and test is
requested by the Contractor or when reinspection or retest is necessi-
tated by prior rejection. Acceptance or reT ection of they supplies
shall be made as promptly as practicable after delivery, except as
otherwise provided in this contractg but failure to inspect and accept
or reject supplies shall neither relieve the Contractor from responsi?
bility for such supplies as are not in accordance with the contract
regirements nor impose liability on, the Goverment therefore (Revd
No, 28 1/28/58-)-
;(d) The inspection and test by the Goverment of any supplies or
lots thereof does not.relieve the Contractor from any-responsibility
regardixg defects -or Other failures to meet the contract requirements '
which may"be discovered prior-to acceptance, Except as otherwise
provided in this contract, acceptance shall be conclusive except as
t t
o
regards latent defect69 fraudg or such gross mistakes as amoun
frs~. m
The Contractor shall provide and maintain an inspection system
acceptable to the Government covering,the supplies hereunder, Records
of all inspection work by the Contractor shall be kept complete and
available to the Government during the performance of this contract and
for such longer period as may be specified elsewhere in this contract,
6, RESPONSIBIL FOR SUPPL (ASPR 7-103.6)L_
Except as otheerwise provided in this contract, Qi) the Contractor
shall be responsible for the supplies covered~by this contract until
they are delivered at the designated delivery point9 regardless of the
point of inspection- (ii) after delivery to the Government at the
designated point and prior to acceptance by the Government or rejection
and giving notice thereof by the Goverment,, the Goverment 'shall be
responsible for the loss or destruction of or damage to the supplies
only if such loss, destruction or damage results from the negligence
of officers D agents, or employees of the Government acting within the
scope of their employment? and (iii) the Contractor shall bear all
-.risks as to rejected supplies after notice of rejection, except that
the`Government shall be responsible for the loss., or destruction of,,
or,.d ge to the supplies only-if such loss, destruction or damage
results from the gross negligence of officers, agents., or employees of
the Government acting within the scope of their employment. (Rev. No.
28v 1/28/58.)
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7. PAYMENTS (ASPR 7103.7)
The Contractor shall be paid, upon the submission of proper invoices
or vouchers, the prices stipulated herein for supplies delivered and
accepted, less deductions, if any, as herein provided. Unless otherwise
specified, payment will be made on partial deliveries accepted by the
Government when the amount due on such deliveries so warrants- or, when
requested by the Contractor, payment for accepted partial deliveries
shall be made whenever such payment would equal or exceed either $1,000
or 50 percent of the total amount of this contract. (Rev. No. 309 3/17/58.)
8. ASSIGNMENT OF CLAIM (ASPR 7=103.8)
(a) Pursuant to the provisions of the Assignment of Claims Act of
1940, as amended (31 U. So Code 203, 41 U. S. Code 15) if this contract
provides for payments aggregating $1,000 or more, claims for monies due
or to become due the Contractor from the Government under this contract
may be assigned to a bank, trust company, or other financing institution,
including any Federal lending agency, and may thereafter be further
assigned and re-assigned to any such institution. Any such assignment
or reassignment shall cover all amounts payable under this contract and
not already paid, and shall not be made to more than one party, except
that any such assignment or reassignment may be made to one party as
agent or trustee for two or more parties participating in such financing.
Notwithstanding any provisions of this contract, payments to an assignee
of any monies due or to become due under this contract shall not, to the
extent provided in said Act, as amended, be subject to reduction or set-
off?
(b) In no event shall copies of this contract or of any plans,
specifications, or other similar documents relating to work under this
contract, if marked "Top Secret," "Secret," or "Confidential," be
furnished to any assignee of any claim arising under this contract or
to any other person not entitled to receive the same Pr
.Id ad9 That a:
copy of any part or all of this contract so marked may be furnished, or
any information contained therein may be disclosed, to such assignee
upon the prior written authorization of the Contracting Officer.
(Rev. No. 28, 1/28/58.)
(e) The Contractor shall obtain the written authorization of the
Contracting Officer prior to the assignment of any rights under this
contract.
9. ADDITIONAL BOND SECURITY (ASPR 7?103.9)
If any surety upon any bond furnished in connection with this contract
becomes tn'cceptable to the Government, or if any such surety fails-to
furnish reports as to his financial condition from time to time as re-
quested bythe Government,, the. Contractor shall promptly furnish such
additional security as may be required from time to time to protect the
interests of the Government and of persons supplying labor or materials
in the prosecution of the work contemplated by this contract.
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9.0 s _ A s AND LOCAL TAM (AGPR li- l a,` )
(a) Ae used throughout this clauses the term tax inclusive date"
means the date of negotiated contracts and the date set for the opening
,,Qr ont cta entered into through formal aaivertisinge As, to
of bids .f
a nna . -,s or services procured by modifi tioin _to i? cent ?ectp
the s R?tax inclusive date means the date of such m ificatic,
(b) Except as may be otherwise provided In this contracts the
contract.; price incl-tides al.i Federal, States and loMal taxes and, duties
in effect and applicable to this contract on the tax inclusive dates
except taxes ( rather .than Federal transportation taxes) from whim the
Goverment, the Contactor, - or- the transactions or. property covered by
this. contract. are thhen exempt. Unless specifically excluded, duties are
included. in_ the contract, prices a; A, if freight is included in- the
contract prices Federal transportation taxes are likewise. inc].A sd..
pr - e x ec..
(1) If the Contractor is required to pay or bear the burden
-- (i) of any tax or duty., . which either was not to be
included in the contract price pursuant to the requirementp of paragraph
(b)s or was specifically excluded from the contract price by a provision
f this oontraot~.-or
(ii) of an increase in.rate of any tax or duty,," whether
or-not -such tax or duty was, excluded from the contract price
or of any interest o?,penalty thereon., the contract'price shall, be
correspondingly increased pXgvjdgd that the Contractor warrants.._,n
writingthat. no amount fors h tax., duty, or rate increase was included
in the: contract price -as a contingency reserve or otherwise and
that .abili,ty for such taxa duty, rate increases interest' or
penalty was not incurred through the fault or negligence of the Contractor
or its failure to follow instructions of the Contracting Officer,
- . (2) If.-the Contractor. is not required to-pay or bear the
burdens or?'obtains a refund or drawbacks in whale or in parts of. and tames,
duty, interests or penalty which (I) was to be included in the; contract
prior pursuant to the requirements of paragraph (b), (ii) was included
in th.e?contract price., or (iii) was the basis of an increase it the
contract .prices the contract .price shall be correspondingly decreased or
the amount-of such reliefs refund, -or drawback shall be paid to the
Governnenty ' as directed by : the .,Contracting 0fftcero The contract price.
also shall be correspondingly decreased if the Contractor, through its .
fault: e negligence or its failure to follow instructions of the Contract-
ing Officer, Is required to pay or bear the burden, or does not obtain a
refund or draw back of any such tax,, duty, interests or penalty. Interest
paid or credited to the Contractor incident to a refund of taxes shall
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inure to the benefit of the Government to the extent that such interest
was earned after the Contractor was paid or reimbursed by the Government
for such taxes.
(3) Invoices or vouchers covering any adjustment of the
contract price pursuant to this paragraph (c) shall set forth the amount
thereof as a separate item and shall identify the particular tax involved.
(4) Nothing in this paragraph (c) shall be applicable to
social security taxes; net income taxes. excess profit taxes; capital
stock taxes; Federal transportation t,#xts, except changes in the rate
thereof, including repeal, pertaining to shipments from the Contractor
to the Government. unemployment compensation taxes; or any State and
local taxes, except those levied on or measured by the contract or sales
price of the services or completed supplies furnished under this contract,,
including gross income taxes, gross receipts taxes, sales and use taxes,
excise taxes, or franchise or occupation taxes measured by sales or
receipts from sales.
(5) No adjustment of less than $100 "shall be made in the
contract price pursuant to this paragraph.
(d) Unless there does not exist any reasonable basis to sustain
an exemption,, the Government agrees upon request of the Contractor, with-
out further liability except as otherwise provided in this contract, to
furnish evidence appropriate to establish exemption from (i) any Federal
tax, which the Contractor warrants in writing was excluded from the
contract price., or (ii) any State or local tax;' r that evidence
appropriate to establish exemption from duties will be furnished, and
Government bills of lading will be issued only at the discretion of the
Contracting Officer. In addition, the Contracting Officer may furnish
evidence appropriate to establish exemption from any tax that may, pur-
suant to this clause, give rise to either an increase or decrease in the
contract price.
(e) (1) The Contractor shall promptly notify the Contracting
Officer of all matters pertaining to Federal, State, and local taxes
and duties that reasonably may result in either-an increase or decrease
in the contract price.
(2) Whenever an increase or decrease in the contract price
may be required under this clause, the Contractor shall take action as
directed by the Contracting Officer, and the contract price shall be
equitably adjusted to cover the costs of such action, including any
interest, penalty, and reasonable attorney?s fees. (Rev. No. 28, 1/28/58)
(Rev. No. 39, 11/3/5$; Rev. No. 49, 10/1/59).
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U. DEFAULT (ASPR -103 ell _ ASPR 8-707).
e.% T Gov r ent may.. subject to the provisions of paragraph (c)
he
i
t
na
e
below, by written notice of default to the Contractors term
whole or any part of this contract in any one of the following circum?
staneeso
(i) if the Contractor fails to make delivery of the supplies
Or to perform the services within the time specified herein.or,any
extension-thereof, or
(ii) if the Contractor fails to perform any of the other
provisions of this contract, or so fails to make progress as to -
endanger performance of this contract in accordance with its terms.
and in either of these two circumstances does not cure such failure
within a period of 10 days (or such longer period as the Contracting
Officer may authorize in writing) after receipt of notice from the
Contracting Officer specifying such failu?ea
r (b) In the event the Government terminates this contract in
whole_orin part as,provided in paragraph (a) of-this clause, the
Government may procure,. upon such terms .and in such manner as the
Contracting Officer may deem appropriate, supplies or services similar
to those so terminated, and the Contractor shall be liable to the
Government for any excess costs for such similar supplies or servicesg
Pr-v , That the Contractor shall continue the performance.of this
contract to the extent, not terminated under the provisions of this
clause.
(a), Except.with respect to.defaults of subcontractors., the
Contractor shall not be liable for any excess costs if the failure to
perform the contract arises out of causes beyond the control and with-
out the fault or negligence of the Contractor Such causes may include,
but are not restricted top acts of God or of the public enemy, acts of
the Government in either its sovereign or contractual capacity.. fires,
floods, epidemics,, quarantine restrictions, strikes, freight embargoes,
and unusually severe weather; but: in every case the failure to 'perform
must. be beyond, the control and without the fault or negligence`of the
Contractor. If the failure to perform is caused by the default of a
subcontractor, and if such-default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault
or negligence of either of them, the Contractor shall not be liable for
any excess costs for failure to perform., unless the supplies or services
to be.. furnished , by the subcontractor were obtainable t? other sources
in sufficient.. time to permit the Contractor to meet the required delivery
schedule. _
(d) If this contract is terminated as provided in paragraph (a),
of thisclause,_the Government, in addition to any other rights provided
in this clauses may require the Contractor to transfer title and deliver
to the Government, in the manner and to the extent directed by the
Contracting Officer, (i) any completed supplies, and (ii) such partially
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completed supplies and materials, parts, tools, dies,, jigs., fixtures.,
plans, drawings, information, and contract rights (hereinafter called
"manufacturing materials") as the Contractor has specifically produced
or specifically acquired for the performance of such part of this con-
tract as has been terminated; and the Contractor shall, upon direction
of the Contracting Officer,, protect and preserve property in possession
of the Contractor in which the Government has an interest. Payment for
completed supplies delivered to and accepted by the Government shall be
at the contract price. Payment for manufacturing materials delivered
to and accepted by the Government and for the protection and preservation
of property shall be in an amount agreed upon by the Contractor and the
Contracting Officer; failure to agree to such amount shall be a dispute
concerning a question of fact within the meaning of the clause of this
contract entitled "Disputes."
(e) If, after notice of termination of this contract under the
provisions of paragraph (a) of this clause., it is determined that the
failure to perform this contract is duo,, to causes beyond the control
and without the fault or negligence of the Contractor or subcontractor
pursuant to the provisions of paragraph (c) of this clause, such notice
of default shall be deemed to have been issued pursuant to the clause
of this contract entitled "Termination for Convenience of the Govern-
ment," and the rights and obligations of the parties hereto shall in
such event be governed by such clauses (Except as otherwise provided
in this contract, this paragraph (e) applies only if this contract
contains such clause.)
(f) The rights and remedies of the Government provided in this
clause shall not be exclusive and are in addition to any other rights
and remedies provided by law or under this contract. (Rev. No. 369
9/5/58).
12, DISPUTES (ASPR 7-103,14)
(a) Except.as otherwise provided in this contracts any dispute
concerning a question of fact arising under this contract which is not
disposed of by agreement shall be 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 shall be final and conclusive unless,, within 30 days from the
date of receipt of such copy, the Contractor mails or otherwise furnishes
to the Contracting Officer a written appeal addressed to the Secretary,
The decision of the Secretary or his duly authorized representative for
the determination of such appeals shall be final and conclusive unless
determined by a court of competent jurisdiction to have been fraudulent.,
or capricious., or arbitrary, or so grossly erroneous as necessarily to
imply bad faith, or not supported by substantial evidence. In connec-
tion with any appeal proceeding under this clause9 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 performance of the contract
and in accordance with the Contracting Officer?s decision.
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(b) This "Disputes clause does not preclude consideration of law
questions` connection with decisions provided for in paragraph (a).
aboves J, That nothing-in this contract shall be construed as
making fix :l the decision of any administrative official, representative,
or board .,op a question of law. (Rev. No. 289 1/28/58.
13. SQV _QONTRO ;D ARFA (A,$ 6- 3 1
(a) The Contractor shall not acquire for use in the performance
of this contract any supplies or .services. originating from souu?oes
within Soviet-controlled areas, as listed in the Schedule of this
.Ppn?tract, : or. from .Hong Kong or Macao, without the written. approval of
the Contracting Off, cer?
(b) The Contractor agrees to insert the provisions of this clause:
i ne dingtbe Sov et--font ?olled areas listed in the Schedule and this
-subparagraph (b) fl in all subcontracts hereunderm (Rev. No. 39,,X /3/58
14? EIGHT HOUR LAW OF ` 9l VERT COMPENSATION (ASPR 12?303.11.)
.ntraot,,to the extent that it is of a character specified in
the Eight-Hour Law of 1912 as amended (40 U. S. Code 324326 and is not
covered-by the WalshHealey Public Contracts Act (41 H o S. Code 35-409
is subject to the following provisions and exceptions of said Eight-Hour
Law of 1912,- a,s amenndewd, and-.to all other provisions and exceptions of
said aLav s .
1a ?or c,? r or e chanio doing any part of the work contemplated by
this contract, in they employ of the Contractor or any subcontractor
contracting for any part of the said work contemplated,, shall be re-
quired or permitted to work' mo e-I.th eight hours in any one' calendar
day upon such wor?k9 except upon the condition that compensation is paid
su $ber?,.or ghao in accordance with the provisions of this
-
clause. The wages of every laborer and mechanic employed by the Con
tr?acto , or :ate suboc utraotor engaged in the performance of :.this contract
shall be _ computed on a , basio._ 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 hoes
worked in excess cif. ,eight hours per day at not ,less than one and .one-
half times the basic rate of pay. For each violation of the rosquirc
mexntq ?fj_this.: ,,,user a penalty of five dollars shall be imposed for each
laborer. or mechanic for every:calendar day in which such employee is
required .or :pe ,tted to labor, more than eight hours upon said 'work
wi.thout_reoevirng compensation computed in accordance with this clla e,
and alb.- pe l.t~.es,.t nu5 imposed shall be withheld for the use and benefit
oc,; tb0: ves? neat. . (Rev e ' No' 28 f, 1/28/58 n
150 WALSH_ LEX PB]RL?C CONTRACTS ACT (ASPR 12,60.4 m .)
If this contract is for the ,,manufacture or? fur shing of materialls9
supplies, articles or equipment in an amount which exceeds or may exceed.
$109OOO and is otherwise subject to the Walsh Healey Public Contracts
Act.-as amended (41 U. S.0 Code 35-45), there are hereby incorporated
by reference all representations and stipulations required by said At
and regulations issued thereunder by the Secretary of Labor9 such
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representations and stipulations being subject tg all applicable rulings
and interpretations of the Secretary of Labor which are now or may
hereafter be in effect, "except that the Contractor shall not be required
to include this clause in subcontracts issued hereunder when the
inclusion of this clause in a subcontract would jeopardize or conflict
with the security considerations established in connection with this
contract,"
16, NONDISCRIMINATION IN EMPLOYMENT (ASPR 12?802 mod)
(a) In connection with the performance of work under this contract,
the Contractor agrees not to discriminate against any employee or
applicant for employment because of race, religion, color- or national
origin. The aforesaid provision shall include, but not be limited to,
the followings 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 apprentice-
ship. The Contractor agrees to post hereafter in conspicuous places,
available for employees and applicants for employment, notices to be
provided by the Contracting Officer netting forth the provisions of the
nondiscrimination clause. (Rev. No. 28, 1/28/58,)
(b) The Contractor further agrees to insert the foregoing
provision in all subcontracts hereunder, except subcontracts for
standard commercial supplies or raw materials, "and except as insertion
of the foregoing provision in a subcontract would jeopardize or
conflict with the, security considerations established in connection
with this contract."
17. OFFICIALS NOT TO BENEFIT (ASPR 7?103.19)
No member of or delegate to Congress or resident commissioner- shall
be admitted 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.
18, COVENANT AGAINST CONTINGENT FEES (ASPR 74.03.20)
The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure this contract upon an agree-
ment or understanding for a commission, percentage, brokerage or
contingent fee, exceting bona fide employees or bona fide established
commercial or selling agencies maintained by the Contractor for the
purpose of securing business, For breach or violation of this warranty
the Government shall have the right to annul this contract without
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 fee.
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19, TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (A&PR 8-7O1)
-:._'4+,?iZ , ?s,t:,AL :?_.,i a` ;-.1 i.'75 T}'._i' '3.`c v i.~ '.s. =9
(a) -Thos- performance of work under this contract may, be terminated
_b7 the Gov rnment in accordance with this clause in whole.., -?qr from time'-
to time in part,, whenever the Contracting Officer shall de-*? Aine tit
such. termination is in the best- interests of the Gpvex? es t. _ Any su dh
termination shall -be :effected by delivery--to the Gontracr cf a Notices
of -Termination speoifying 'the: extent to which performance, of.work ua~der
the cesniract is terminated,, and the date, upon which .inch fermi atign;
beoomeia e~ffeotiveo , b _ ..
(b) A f tear receipt of a No tine of Termination.. and except as
otherwise directed by the Contracting Officer,, the Contractor sshaU8
(i) .. stop work under the contract on the data and to ; the extent
specified in the. Notice of- Terminatiom
,(ii)place no further orders or subcontracts for materials,,
service 6- or facil-i.ties~ except as may be 4ecess ry ?crletion of
such portion of the work under the contract .as _;is~t_,te a . d _
F}a?c'_;
e xtent t o
(iii)' terminate all orders and subcontracts to the
they relate to the performance of work terminated by the Notice of
Termination..
x._t e t'L'cv it,
assign to the Goverxm-ent9 in the manner.. at the . times, a
to~the extent diredted by the Contracting Officer, all-of the rights titleg,
and interest-of the Contractor. under the orders and subcontracts sc ter.
minated- in which case the Government shall have the right i.pits
discretion, to settle - or. pay ,any or all claims arising out, of -the ter .nn
ation of such orders and subcontracts ,.. - .
T '4
::t (v) settle- all outstanding liabilities and all claims ,ar?isiflg
out of such termination of orders and subcontracts.. , with the;; ppFoval .
or ratifie-ation of the Contracting Officer.. to the. -extent he may regid.x?a9
which approval-. or_ ratification shall... be final' for- all the purposes. of
this. clause;r, -4
(vi) transfer title and deliver to the Government,, in the
wMer, at -the times... and tc the' extent.. ~.if any, directed by_the'
Contracting' Offider9 (A) the fabricated or u sfabricated - pants 9 work in .
procesep completed work,, supplies.. and other material produced at a
part of9..-or acquired in oonne tion with the performance of9 the ork
.terminated by the Notice of, Termir ation9 and (B): the completed cor
partially completed .:plans.. draw .+ngs9 info ?snation9, and other, property ? which..
oif the contract. W d been completed.. would have beef required., to be- furnished
to the Gover,nent$
". 3;3
n+.4'..3
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(vii) use its best efforts to sell9 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 (vi) above;
PXgJJdaSb however, that the Contractor (A) shall not be required to
extend credit to any purchaser, and (B) may acquire any such property
under the conditions prescribed by and at a.price or prices approved by-
the Contracting Officer,., and i 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 Contractor under this contract or
shall otherwise- be credited to the price or cost of the work covered by
this contract or paid in such other manner as the Contracting Officer
may direct,
(viii) complete performance of such part of the work as shall
not have been terminated by the Notice of Termination;and
(ix) take such action as may be necessary, or as the
Contracting Officer may direct, for the protection 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.
At any time after expiration of the plant clearance period, as defined
in Section VIII9 Armed Services Procurement Regulation, as it may be
amerKded from time to time, the Contractor may submit to the Contract-
img.Officer a list, certified as to quantity and quality, of any or all
items of termination inventory not previously disposed of9 exclusive
of items the disposition of which has been directed or authorized by
the Contracting Officer, and may request the Government to remove such
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; that the list submitted shall be subject 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 Termixation9 the Contractor shall
submit-to-the Contracting Officer its termination claim, in then farm
and with certification prescribed by the Contracting Officer. Such
:'
claim shall be submitted promptly but in no event later than one yeah
from th!4 ~ effective date of termination, unless one u w more exte ions in
writing- are` granted by the Contracting Officer, upon request of. the Contractor made in writing within such one year period or authorised?ex.
tension thereof. However, if the Contracting Officer determines that
the facts j ,istify such action, he may receive and act upon any'such'
termination claim at anytime after such one year periled or any extension
thereof. Upon failure of the Contractor to submit its termination claim
within the time allowed, the Contracting Officer may, subject to any
S ettlemo-nt Re-view Board approvals required by Section VIII of the Armed
Services Procurement Regulation in .-ffect as of the date of execution
of this contract, determine, on the basis of information available to
him, the amount, if any, due to the Contractor by reason of the termixn
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atiokt nd shill 'thPieuporv-pay to the Contractor-the amount-. so'dote??z ned?
.:.-
-_ "D(d) "Subject to the provisions of paragraph (0)9 and subject to-,ate
Settle eiat -Review Bc and approvals- required by Section VIII-of-the Armed
Sei.be'" Proe :?eie1t `Regulation in effect as of- the date of. execution of
this contract, the Contractor and the Contracting Officer may .gree'"upo*
the ihble or`an7 part of tho'aadunt or amounts to be paid to the
Contra.tear`by reason of the total or partial termination of work purant
to this ~lause9 which amount or amounts may include a reasonable-.'allowjnee
for'ptb!it onwork done$ v that such agreed amount or amounts,
exclusie of settlement costs,, shall not exceed the total contract price.
a s?ed :oet ?ty- the amount of'-payments 'otherwise made and as further
reduced by the contract price of work not termi.aatede-: The contract shall
be aaue ided accordingly , "a id-~the Contractor- shall be paid. the agreed armount.
Nothing in paragraph (e) of this clause, prescribing the amount to be
paid to this ' Contractor in the "event of failure of the Contractor and"the 1 1.
Contracting Officer to agree upon the whole amount to be paid.. to. the'.
Contractor by reason of the termination of.work pursuant to thi's-.clause,
shall br deemed to limit, restrict, or otherwise determine or affect
the amttint or amounts which-may-be agreed upon to be paid to the Contractor
pursuant to" this paragraph(d)0-
-7
(e) ' 'Iii -the event" of the 'failure of the Contractor and the' Contract
ing4 Offic?r`?-t? agree" aa_ provided in paragraph. (d) upon the whole-amount.
xto be " paid io the Contractor by reason of the; termination of work pursmt
to this clauses the Contracting Officer shall. subject to any ;Settlement.
Review Board approvals required by Section VIII of the Armed Services
Proctzi^e desit Rag lation in effect as of the date of-. execution oil this
contract,'=determine, -e n' the basis of information available to him'-the
amounti if any.due to the Contractor by reason of the termination a
shall y"to the Contractor the amounts determined as follows
for completed supplies' accepted by the Government (
sold oe - cq ii.rc d "asp provided irn paragraph- (lb) (vii) above) and' not there-
tofore paid for, a sun equiva"Ieait to the aggregate price for -such
suupplies computed in accordance with the price, or. price9s specified- in
the cbiitract9 appropriately adjusted for-any saving of:freight ?Or other
chargeg
(i .ii) the' total.' of do -...) - rp. ffft .'.Y SS>'? tm "'t. h ?rtv-A P ' .)
? r tni.'Yv tr1 pr h^ V -'T:rr C` ..3 ' N In
A) the costs- incurrrd -in the performance of the, work
terminated9'including initial costs and preparatory expense allocable-there.
tog but exclusive of any costs attributable to supplies paid or to be
paid for under paragraph (e)(i) hereofg;
i'.'r (40 f .y,ctcq,r . Pr
; ? g . t ~ ct L .efil
comf?ial licexese~e i .thee].e::i?dlo.._._..., a ` 1)
T r%
?1c. '
(~i) any Subject Invention made by othir than Technic-RI
PersonneaA~ t. ~ci ? s?. , qP V.:J a ti' _f N i
.k r t r b l 1'~Y ?ZeAd i i `fir( :If9. :tapov.'T ? d u 7f FE a !', irb :l fs'J ~. 7CrE [X }4 CT
:(i ) a - ub j ect Invention- conccelver4 :. p ?io;?, : tog , at fl-rat_
aattally,reduced-At practice; irkj,the._ course of an of the e nt Lfl
developmental, or research work specified in (a) (i) abovpt =acad .,;
, w 1(iii) ? the practice- of--any, Subject Invention in foreign
oo mtries$ .the obligation of.. the.: Contractor. to grant a license as ; ppu
vided -in (b) (l) :above, to==convey title as pro vided . in Q-)0) or -
(d)(iv) below,, and.to~,;covey foreign rights..as:proyidede ,n_ (e) belcwD ti
shall be limited to the exteAt._.
--=_-(B) aircraft (regardless of whether ira a, state of
disassembly or reassembly) furnished by the Government to they'"Contra
for under this contract;
r.: - .. v.,:: k+L.. r r ,,: '7'?A?_?i-C. 1,,. ..i."~ ~.- ..; ~"?fi?%, f3 -?s,fi eea ,.rx3 .~r~'i` ~ 7
including A.11 pfoper+,~k installed' therein, or in the, process of insta]lla~
tion, or ate pr raii]y reinovee3l from spch eircraft; h?~u ev 9'' that
such aircraft 'and-, property} are not covered by a sepaz?~tte' bailment agree
e%t44 Wt
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(ii) The term Bain the open' means located wholly out
side, of buildings on the Contractor?s premises or at such other places
as may" be 'described in the Schedule as being in the open for= 'the purposes
of this' clause,_ except that aircraft -fur?riished by the Government' shall
be deemed to be"inY'the open at all times while in .Contractor?s possession,
care,' e~ tbog or control?
Cf
v :m.1.E7, fn i 1 a=-rm P, s,4 7, a -r 1% jai P- rt ry
The items "flight" means any flight demonsitpationa
flight test, tkd i test9 or "othe1 flight9 made in the performance' of
this 'contract, or for the purpose of 'safeguarding the.- aiircrafte Or--
pkevious1y app ?oled'III-
- n: writing ~b the Co trading Officero -With
respeO to- land based airooaft9? "flightf'- shall commence faith the taxi
roll from a flight line on the Contractor e s premises..-and coritinue-until
the aircraft-has completed the taxi roll in returning to a flight,-Une
on the 'Contractor ? s pre4misese` with `resppet to seaplanesg "flight" shall
commence) with`the launohing- froma ramp on the Contractor?s premises 'and
continue-until thr. afrciaft' has, completed` its landir' g run npoxi ` ?eturn
and is beached at a`ramp on thfr Contractors premises; with respect to
helicopters9 "flight"; shall commence-upon engagement of, the rotors for
=thm -purpose 'of trite -off from the Contractor ? s preiniees and oontinue
mib,l thee,'air'craft has returned to, the -ground on the Contractor ? s pre=
mss and` the 'rotors are disengaged; and with respect to `vertical take