(UNTITLED)

Document Type: 
Collection: 
Document Number (FOIA) /ESDN (CREST): 
CIA-RDP79-01096A000100020001-2
Release Decision: 
RIPPUB
Original Classification: 
S
Document Page Count: 
39
Document Creation Date: 
December 9, 2016
Document Release Date: 
February 6, 2001
Sequence Number: 
1
Case Number: 
Publication Date: 
March 8, 1951
Content Type: 
CONT
File: 
AttachmentSize
PDF icon CIA-RDP79-01096A000100020001-2.pdf2.96 MB
Body: 
CIA-RDP?9n0A 6PAQ2#WpOZ0DQ1-2 25X1A5a Agreement made this 8th day of March 1951, between the United States of America (hereinafter called the Government") represented by aving its principal place of business at ereinafter called "the Contractor"). 25X1 A5a 1 WITNESSEfli : 25X1A5a1 WHEREAS, the Contractor maintains facilities for research and development as hereinafter specified requiring the services of qualified personnel; and WHEREAS, the Government desires the Contractor to conduct such research and development work, and construct whatever equipment or arti- cles may be hereinafter specified; and WHEREAS, the Contractor is willing to provide said facilities and qualified personnel and undertake such work on a cost basis as here- inafter specified; and WHEREAS, the contemplated work will require that a substantial part of the materials, supplies, and other articles required therefor be either consumed or incorporated into equipment or other articles to be developed during the course of the work, NOW THEREFORE, in consideration of the mutual covenants herein- after set forth, the parties hereto agree as follows: ARTICLE 1. SUBJECT WORK (a) Definitions. "Contracting Officer" refers to the present Contracting Officer and his successors in office. "Director" refers to the present Director of the Agency and his successors in office. "Authorized Representative" refers to any person designated in writing as such by the Contracting Officer or the Director, and such person can act hereunder only in the limited respects and to the extent specified in provisions of this contract wherein the 'term "Authorized Representative" is specifically used. (b) Scope of Subject Work. The Contractor shall, with the utmost secrecy and dispatch and in accordance with the instructions issued by the Contracting Officer or his authorized representative, supply the necessary qualified personnel and facilities for, and conduct studies and experimental investigations in connection with the problem of the capabilities of the Union of Soviet Socialist Republics in Geodesy and Cartography as detailed in Schedule "A" attached hereto and made a part hereof. The Contractor shall cooperate in consultation and otherwise as may be practicable with the Contracting Officer or his authorized repre- DOCUMENT NO. NO cF1ANc7- !N ro Qd For Release 2001/0 ~I -RDPJ , -0" 00100020001-2 44 the Contracting Officer executing this contract, and X1A5a1 25X1A1a r r, 'q r Approved For Release 2001/03/O4I-9Q?,Q, 0001-2 upon the request of either. The Contractor shall report the progress of such work at intervals as hereinafter specified or as otherwise directed by the Contracting Officer or his authorized representative. The Con- tractor shall prepare specifications and reports and supply full-in- formation concerning the components, devices, apparatus and methods with which this contract is concerned, and shall deliver them, together with all models developed hereunder, to the Contracting Officer or his designee upon their request. The Contractor shall furnish a complete and final report of work under this contract, and shall maintain records in which descriptions and illustrations of any inventors made in this work shall be entered as they are made, with appropriate dates, signa- tures, and witnesses. The Contractor's undertakings under this paragraph are hereinafter called "the Subject Work". (c) Duration of Subject Work. The Contractor shall proceed with the Subject Work until 6 April 1953, following the execu- tion of this agreement or until such later date as may be authorized in writing by the Contracting Officer and agreed to by the Contractor. ARTICLE 2. TERMINATION. The Government may at any time advance the date of termination indicated in 1(c) above, by giving the Contractor notice in writing. Upon receipt of such notice from the Government, the Contractor shall exercise all reasonable diligence to obtain the cancellation of its outstanding commitments hereunder running beyond such termination date, but may be reimbursed for reasonable termination charges in conformance with the standards established in APPENDIX I, entitled "Termination by the Government", which is hereby made a part of this agreement by refer- ence and attachment hereto. ARTICLE 3. COMPENSATION. The Government shall pay to the contractor as full compen- sation for the. performance of this contract the Allowable Costs as computed hereunder: (a) Maximum Allowable Costs. Costs for which the Contractor may be reimbursed upon the submission of certified vouchers approved by the Contracting Officer shall not exceed 25X1 Al a (b) Cost Escape. Notwithstanding any other provision .hereof; when and if costs in the amount stated in paragraph (a) of this Article 3, shall have been incurred or obligated hereunder, the El A L rAVprc v9d For Release 2001 P79-01096A000100020001-2 Approved For Release 2001 ? 96A000100020001-2 Contractor shall not incur or obligate further aatum costs hereunder unless and until the Government shall first agree in writing to reimburse the Contractor therefor, ARTICLE 4. PAYMENT OF COSTS. (a) VoucherinM, Once each month the Contractor shall submit to the Contracting Officer a properly certified voucher, ,Qi!r 1-1;z +LQ r^zr,_ _ ___ ; _ , for the currently established allowable actual cost to the Contractor for performance of this undertaking supported by detailed proof of said costs. The Government shall make provisional payment up to 90 percent of said costs except as provided herein. (b) Audit, At any time or times prior to paymant on account of allowable costs, the Contracting Officer shall cause to be made such audit of the invoices and statements of costs or of the Con- tractor's books and records of such costs as he shall deem proper. The Contractor shall at all times afford access to the necessary books and records for such audit. Each provisional payment shall be subject to reduction to the extent of amounts included in the related invoices and statements of costs which are found not to constitute allowable costs, and shall also be subject to reduction for overpayments or to be increased for underpayments on preceding invoices, The Contractor shall cause a like provision to be placed in all subcontracts, reserving to the Govern- ment the right to audit the subcontractor's books and records of costs under said subcontracts. (c) Final Payment, The Contracting Officer may withhold all or any part of the final reimbursement payment of cost ndTAa ,e, dges o, pending: (1) Verification of costs by audit of the Contractor's books and records- (2) Submission of final statements of property accounts required herein, (3) Disclosure of invention required hereunder; and (4) Tender of final release required herein. (d) Release Required, The Contractor shall execute and deliver as condition precedent to final payment, a release in form and substance satisfactory to the Contracting Officer, discharging the Govern- ment, its officers, agents and employees of and from all claims arising under this contract, (e) Allowable Costs. The -ne -.basis for allowable costs shall be governed by Appendix II, entitled "Contract Cost Principles" Approved For Release 2001/0 DP79-01096A0001 0002001 1-2 Approved For Release 2001/03/04 IeP79-01096A000100020001-2 which is attached hereto and incorporated by reference and made a part hereof, subject to the following additional stipulations: (1) Overhead. Allocation of overhead expenses shall be as follows: 4 of direct salaries and wages; this will not include charges for travel, comzmznications or, salaries of clerical employees whose full time is applied to this contract. (2) Salaries and Wages. Any increases in salaries or wages during the term of this contract shall be subject to the approval of the Contracting Officer. (3) Bonuses. Extra compensation to employees and officers of the company such as bonuses or other gratuities shall not be deemed an allowable cost unless first approved by the Contracting Officer in writing. (4) Special Property Acquisition. The Contractor shall obtain the approval of the Contracting Officer before (i) purchasing any item of capital equipment at a cost of $500.00 or morel (ii) making any building alteration at a cost of $500.00 or more, (iii) constructing buildings, or (iv) leasing real property, for the cost of any portion or all of which reimbursement will be claimed hereunder. (f) Accounting Records. The Contractor agrees to keep records and books of accounts on a generally accepted cost accounting basis, showing the actual cost to it of all items of labor, materials, equipment, supplies, services and other expenditures of whatever nature for which reimbursement is authorized under the provisions of this contract. The system of accounting to be employed by the Contractor shall be subject to review by a qualified auditor of the Government and approval by the Con- tracting Officer in writing. (g) Retention of Records. Unless a longer period is other- wise provided for in this contract, or by applicable Statute, the Con- tractor, for a period of five (5) years after final settlement under this contract, shall make available to the Government at all reasonable times at the office of the Contractor, all of its books, records, documents, and other evidence bearing on the cost and expenses of the Contractor under the contract and in respect to the termination of the work hereunder. The Contractor shall cause a like provision to be placed in all subcontracts. ARTICII 5. TITLE AND IDENTIFICATION. (a) The title to all materials, parts, assemblies, sub- assemblies, supplies, equipment and other property for the cost of which the Contractor is entitled to be reimbursed hereunder, except property to which the Government already shall have title, automatically shall pass to and vest in the Government (1) in the case of such property which is purchased by the Contractor for the performance of this contract, upon delivery to the Contractor at the Contractor's establishment or at the R&D ~kj?Rrved For Release 2001/0q?CMW${FDP79-01096A000100020001-2 Approved For Release 2001/03/03E ff DP79-01096A000100020001-2 plant of the supplier on f.o.b. purchases if the Contracting Officer or his authorized representative shall have given his approval or (2) in the case of property not so purchased, upon the allocation thereof to the contract by the commencement by the Contractor of processing or use thereof or otherwise. Such passage and vesting of title shall not impair any right which the Government might otherwise have under this contract, in- eluding but not limited to the right to reject any supplies hereunder, and shall not relieve the Contractor of any of its obligations under this contract,. (b) The Contractor agrees that it will, to the extent de- termined necessary and.practical by the Contracting Officer or his authorized representative, identify such property by marking or segregation in such a way,as to indicate its -ownership by the Government and its allo- cation to this contract. In any event the Contractor shall maintain adequate accounting control over such property on its books and records, i (c) Subject to the provisions of the Section hereof entitled "Property Loss or Damage," following the completion of the con- tract all such property to which the Government shall have taken title hereunder (including tools, dies, jigs, fixtures, patterns, etc.) and which has not been consumed in the performance of the contract, disposed of in accordance with paragraph (d) hereof or delivered to the Government, shall be retained by the Contractor for use under other contracts with the Government or delivered to the Government f.o.b,, the Contractor's establishment as the Contracting Officer or his authorized representative may approve or specify. (d) It is contemplated that all such property will be used by the Contractor only for the performance of. this cortract or of other cost or cost-plus-fixed-fee contracts as approved by the Contracting Officer or his authorized representative. However, as to any such property not immediately essential to the performance of this contract, including salvage, or scrap material, the Contractor with the written consent of the Contracting Officer may, and at the Contracting Officer's written direction shall, sell, lend or transfer or otherwise dispose of such pro- perty to such persons, and upon such terms or conditions, as the Con- tracting Officer may approve, ratify or direct, The proceeds, if any, of such transfers and dispositions shall, as directed by the Contracting Officer, be either retained by the Contractor and applied in reduction of payments otherwise due to the Contractor under this contractor under other contracts with the Government, or paid to the Government, ri 4UJJ bo #,n o v.h & nftx 21I;r or s otborwi" d1Mteei by the OWn ARTICLE 6. GOVFRNML,NT FURNIS1tED MATERIAL, teti i`ii '. (a) The Government shall furnish the material and equip- ment listed as Government Furnished Material hereunder, and will furnish such additional material and equipment as it may consider desirable for the Contractor's performance of the contract. All such material and equipment is hereafter called "Government Furnished Material." Title to Government Furnished Material shall be and remain in the Government, and R&D ~` Prayed For Release 2001 /0 /0 #fIA-RDP79-01096A000100020001 3y= Approved For Release 2001/03/0i : 1-RDP79-01096A000100020001-2 such Government Furnished Material shall be used by the Contractor only for the performances of this contract or other cost or cost-plue-a-fixed- fee contracts as approved by the Contracting Officer or his authorized representative. (b) It is understood that delivery or performance here- under will be based upon the expectation that such Government Furnished Material will be delivered to the Contractor in sufficient time to enable it to meet said delivery schedules. In the event that any of the Govern- ment Furnished Material is not delivered to the Contractor in sufficient time to enable it to meet such delivery or performance schedules, the Contracting Officer upon written request of the Contractor, shall make a determination of the delay occasioned the Contractor thereby and shall grant to the Contractor a corresponding extension of time for the completion of performance. The Government shall not be liable to the Contractor for damages or loss of profit by reason of any delay in delivery of or failure to deliver any or all of the Government Furnished Material. (c) Upon the completion or termination of this contract, the Contractor shall deliver to the Government at such place as shall be specified by the Contracting Officer or his authorized representative, any of the Government Furnished Material not consumed in the projects covered by the terms of this contract or not incorporated in any articles delivered hereunder or not already paid for by the Contractor, subject, however, to the provisions of the Section hereof entitled "Property Loss or Damage." ARTICLE 7. PROPERTY LOSS OR DAMAGE. (a) The Government has requested that the Contractor not carry, nor incur the expense of, any insurance against any form of loss of or damage to equipment or materials furnished by the Government or any property to which the Government has taken and continues to hold title hereunder, and no reimbursement will be allowed for such insurance premium expenses. (b) In view of the foregoing, the Government assumes the risk of loss or damage to such property, including expenses incidental to such loss or damage. If the Government determines that the repair or replacement of any such property is necessary or advisable for the efficient performance of this contract, the Contractor shall n ke such repair or replacement and shall. be reimbursed by the Government for the cost of so doing; provided, however, that in the case of Government Furnished Material the Government shall make such repair or replacement unless the Contractor undertakes such repair with the approval. of the Contracting Officer or his authorized representative. Notwithstanding the foregoing assumption of risk, the Contractor shall be responsible for any loss or damage to ~vovernment owned property which results from the Con- tractor's use of such property for purposes other than the performance of this contract, and for any other loss or damage thereto for which it is expressly made responsible under any other provision of this contract, or which results from willful misconduct or lack of good faith on the part B&D 4pr ved For Release 2001/ DP79-01096A000100020001-2 Approved For Release 2001/03/04HjP79-01096A000100020001-2 of y of the Contractor's directors, officers, or any of its represent- atives having supervision or direction of all or substantially all of than Contractor's business or all or substantially all. of any plant used by the Contractor in the performance of this contract. (c) Notwithstanding the foregoing provisions, if any property, title to which shall be in the Government, shall be in the plant of a subcontractor in connection with the work to be done under this contract, the Contractor shall require that the subcontractor shall carry insurances (fire and extended coverage) against the usual risks of loss of such property while in the possession of such subcontractor, payable to the subcontractor, the Contractor and the Government as their interests may appear. ARTICLE 8. INSURANCE= LIABILITY TO THIRD PERSONS. (a) The contractor shall procure and thereafter maintain workmen's compensation, employer's liability, and bodily injury liability insurance, with respect to work done under this contract, and such other liability insurance with respect to work done under this contract as the Contracting Officer may from time to time require or approve. All such insurance shall be in such form, in such amounts, for such periods of time, and with such insurers, as the Contracting Officer may from time to time require or approve. ARTICLE 9. DISPOSITION OF PERSONAL PROPERTY. At any time subsequent to the termination or completion of the subject work, the Contractor shall deliver at the Government's expense, when and as directed by the Contracting Officer, all or any part, complete or incomplete, of materials, supplies, apparatus, equipment, or other articles of personal property not theretofore expended or delivered here- under which have been furnished by the Government hereunder, or for the cost of which the Contractor has been reimbursed or has the right to claim reimbursement hereunder' provided, that upon the termination of the subject work, the Contractor shall have the right to retain any such property other than that furnished by the Government, unless notified by the Contracting Officer that the interests of national security render such action in- advisable, by returning to the Government such sum of m)ney as the Govern- ment may determine to be fair and proper; and provided further, that within 60 days after the termination of subject work, the Contractor shall render an accounting and inventory for all property governed by this Article, in accordance with Appendix III, or as otherwise directed by the Contracting Officer. ARTICLE 10. INSPECTION. The Contracting Officer or his authorized representative may inspect the subject work at all reasonable times and the Contractor shall make available for inspection all material related to subject work in- cluding, but not limited to: drawings, specifications and records. -14- R&D kJ proved For Release 2001/0 0 _ -RDP79-01096A000100020001-2 Approved For Release 2001/03/04 E EIP79-01096A000100020001-2 (i- rnmt?n-L nf? An_P supplies or lots thereof does not relieve the Contractor from an. requirements which may be discovered prior to final ptance. Except is otherwise provided in this contract, finall Lance shall be con- 1.usive except as regards latent defects aud, or such gross mistakes amount to fraud, (e) The ractor shall provide and maintain an inspection system acceptable he Government covering the supplies hereunder, Records of inspection work by the Contractor shall be kept complete period- as - may be -epee ified-elsewhere in thiis raot ARTICLE 11. SUBCONTRACTORS. (a) Fees. The Contractor shall give advance notification to the Contracting Officer, or his authorized representative-and receive his written approval before entering into any subcontractAr purchase order incident to the performance of this contract whipli, (1) is on a cost or cost-plus. fixed-fee basis; or (2) is on a fixed price basis exceeding in dollar amount either $25,0,M,00 or five percent (5%) of the total est mated cost of this contract. (b) Prohibited T~rpeal6f Subcontracts. No subcontracts or purchase order shall provide for,, (1) pa ent on a cost-plus percentage of cost basis, or (2)e payment of a fixed fee in excess of seven percent (7%) of the estimated cost, exclusive of the fee. (c) Notice of Action by Subcontractor. The Contractor will give the C tracting Officer immediate notice of any action or suit filed or any aim made against the Contractor by any subcontractor or vendor rely g in any way to this contract and with respect to which the Con- tor may. be -entitled -to - reimbursement from the Government. ARTICLE 12,, NOTICE AND ASSISTANCE REGARDING PATENT INM INGEMENT. (a) The Contractor agrees to report to the Contracting Officer, promptly and in reasonable written detail, each claim of patent infringement based on the performance of this contract and asserted -gainst it, or against any of its subcontractors if it has notice thereof. (b) In the event of litigation against the Government on account of any claim of infringement arising out of the performance of this contract or out of the use of any supplies furnished or construction work performed hereunder, the Contractor agrees that it will furnish to Approved For Release 2001 /03/04 . IA-RDP79-01096A000100020001-2 R&D 2-19-51 E Approved For Release 2001/03/0S the Government, upon request, all evidence and information in its possession pertaining to the defense of such litigation. Such infor- mation shall be furnished at the expense of the Government except in those cases in which the Contractor has agreed to indemnify the Govern- ment against the claim being asserted. ARTICLE 13. FILING OF PATENT APPLICATIONS. (a) While and so long as the subject matter of this con- tract is classified "Secret" or higher, the Contractor agrees that, before filing or causing to be filed a patent application disclosing any of said subject matter, it will refer the proposed application to the Contracting Officer for determination whether, for reasons of national security, such application should be kept secret or the issuance of a patent thereunder otherwise delayed, under pertinent statutes or regula- tions; and the Contractor agrees to observe any instructions given by the Contracting Officer in this regard, which instructions may include?a direction not to file such application so long as the Contracting Officer considers that such filing would jeopardize national security. If the Contracting Officer directs the Contractor not to file such application, the Contractor 'may submit to the Contracting Officer a written request, addressed to the Director for reconsideration of such direction, but pending action by the Director, the Contractor shall. observe such instruction. (b) While and so long as the subject matter of this con- tract is classified "Confidential" or higher, and if the Contracting Officer determines that there is no other practical means for maintaining the security of said subject matter, the Contractor agrees to assign and convey to the Government upon request the entire right, title and interest in and to each United States patent application disclosing said subject matter and filed by or on behalf of the Contractor, the title to the assigned patent application to be held in trust by the Government, subject to reversion of the entire right, title and. interest therein to the Con- tractor (i) upon allowance of the said application and payment of the final fee, or (ii) upon the mailing of notice by the Contracting Officer to the Contractor that disclosure of the subject matter of the application will no longer jeopardize security. Nothing contained in th s paragraph shall (A) apply to any patent application assigned to the Government under any other provision of this contract, or (B) enlarge or diminish the rights granted to or reserved by the Government or the Contractor with respect to said application or the invention covered thereby, except to the extent expressly provided in this clause. (c) While and so long as the subject matter of this con- tract is classified "Confidential", the Contractor agrees to furnish to the Contracting Officer, prior to filing or causing to be filed a patent application disclosing any of said subject matter, a copy of such appli- cation for determination whether, for reasons of national security, such application should be kept secret or the issuance of a patent thereunder otherwise delayed, under pertinent statutes or regulations.;. and the Con- tractor agrees to observe any instructions of the Contracting Officer in this regarrd. D'aillAk Aooroved For Release 2001/03 R&D 2 51. P79-O-1U96A00'010020001-2 Approved For Release 2001/93/04: C9-01 096A000100020001-2 ARTICLE 14. PATENT RIGHTS. (a) License under Foreground Patents. (1) As used in this clause, the following terms shall have the meanings set forth below: (i) The term "Subject Invention" means any invention, improvement or discovery (whether or not patentable) conceived or first actually reduced to practice either (A) in the perfor- mance of the experimental, developmental or research work called for 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 the understanding that a contract would be awarded. (ii) The term "Technical Personnel" means any person employed by or working under contract with the Contractor (other than a subcontractor whose responsibilities with respect to rights accruing to the Government in inventions arising under subcontracts are set forth in paragraphs (6), (7) and ($) of this clause), provided that such person, by reason of the nature of his duties in connection with the performance of this contract, would reasonably. be expected to make inventions. (iii) The terms "subcontract".'and "subcontractor" mean any subcontract or subcontractor of the contractor, and any lower-tier subcontract or subcontractor under this contract. (2) The Contractor agrees to and does hereby grant to the Government an irrevocable, nonexclusive, nontransferable and royalty- free 1_cense to practice, and cause to be practiced for the 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; provided, however, that with respect to (i) any Subject In- vention made by other than Technical Personnel, (ii) any Subject Invention conceived prior to any performance of this contract as set forth in para- graph (1) above but first actually reduced to practice in the course of any such performance, and (iii) the practice of any Subject, Invention in foreign countries, the said license and other rights hereinafter provided shall be to the extent of the Contractor's 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 paragraph shall be deemed to grant any license under any invention other than a Subject Invention. Any license granted herein shall not convey any right R&D 2-19-51 Approved For Release 2001/03/O 'OtA-RDP79-01096A000100020001-2 R&D 2-19-51 Approved For Release 2001/03/04: AKVDP79-01096A000100020001-2 to the Government to manufacture, have manufactured, or use any Subject Invention for the purpose of providing services or supplies to the general public in competition with the Contractor or the Contractor's commercial licensees in the licensed fields. (3) The Contractor agrees as follows: (i) to make written disclosure promptly to the Contracting Officer of each Subject Invention which reasonably appears to be patentable and to exert all reasonable effort to make such disclosure not later than six months after first publication, public use or sale; (ii) to specify, at the time of such disclosure, whether or not said Subject Invention has been or will be claimed in a United States patent application and unless it thereafter notifies the Government to the contrary not later than eight months after first publication, public use or sale, to file or cause to be filed in due form and time a United States patent application covering each Subject Invention so specified; (iii) to the extent of the Contractors right to do so, to deliver to the Contracting Officer such duly executed instru- ments (prepared by the Government) of assignment, application papers and rightful oaths as are necessary to vest in the Government the sole and eiclusive ownership, and the right to apply for and prosecute patent applications covering, each Subject Invention which the Contractor does not specify as aforesaid (or having so specified, thereafter notifies the Government to the contrary), subject, however, to the reservation of a nonexclusive and royalty-free license thereunder to the Contractor (and to its associated and affiliated companies, if any, within the corporate structu^e 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 it pertains; (iv) to furnish promptly to the Contracting Officer on request an irrevocable power of attorney to inspect and make copies of each United States patent application as filed by or on behalf of the Contractor covering any Subject Invention; (v) in the event the Contractor elects not to continue prosecution of any such United States patent appli- cation filed by the Contractor, to so notify the Contracting Officer not loss than sixty days before the expiration of the response period, and upon written request, to deliver to the Contracting Officer, to the extent, of the Contractor's right to do so, a duly executed assignment to the Government of the entire rights to such patent application and any Subject Invention claimed therein subject to a reservation as specified in (iii) above; and (vi) to delis.;er to the Contracting Officer duly executed in- struments fully confirmatory of any license rights herein agreed to be granted to the Government? If, to the best of the Contractor's knowledge and belief, no inventions have been conceived or first actually reduced to practice-und this contract, the Contractor shall so certify to the Contracting Officer. (4) The Contractor agrees to and does hereby grant to the Government, to the full. extent of the Contractor's right to do so without payment of compensation to others, the right to reproduce, use and disclose for governmental purposes (including the right to give to foreign govern- ments for their use as the national. interest of the United States may demand) all or any part of the reports, drawings, blueprints, data and technical information specified to be delivered by Contractor to the Government under this contract; provided, however, that nothing contained Approved For Release 2001/03/04.1 GIA-RDP79-01096A000100020001-2 R&D 2-19-51 Approved For Release 2001/03/KC~~4TRDP79-01096A000100020001-2 in this paragraph shall be deemed, directly or by implication, to grant any license under any patent now or hereafter issued or to grant any right to reproduce anything else called for by this contract. (5) Until the Contractor has delivered to the Govern- ment the disclosures required by paragraph (3)(i) of this clause and the information as to any subcontractor required by paragraph (7) of this clause, there shall be withheld from final payment under this contract ten percent (10%) of the contract price, or $5,000, whichever is smaller; pgvided however, that the withholding of the aforesaid amount, or sub- sequent payment thereof to the Contractor, shall not be construed as a waiver of any rights accruing to the Government under this contract; and provided further, that any amount so withheld under this paragraph shall not be in addition to any amounts withheld under other provisions of this contract. This paragraph shall not be construed as requiring the Con- tractor to withhold any amounts from a subcontractor to enforce compliance with the patent provisions of a subcontract. (6) The Contractor agrees to exert all reasonable effort to negotiate for the inclusion in any subcontract hereunder of $3,000 or more, in which payment is to be made for experimental, develop- mental or research work, of this patent rights clause or one approved by the Contracting Officer, In the event of refusal by a subcontractor to accept such patent rights clause, the Contractor shall obtain the written authorization of the Contracting Officer (which authorization may be granted with respect to a particular subcontract) to proceed with the sub- contract, and shall cooperate with the Government in the negotiation with such subcontractor of a mutually acceptable patent rights clause; provided however, that the Contractor shall in any event require the subcontractor to grant to the Government patent rights under Subject Inventions of no less scope and on no less favorable terms than those which the Contractor has under such subcontracts, except that in no event shall the subcontractor be required to grant to the Government patent rights in excess of those herein agreed to be granted to the Government by the Contractor. (7) The Contractor agrees to notify the Contracting Officer in writing of any subcontract containing a patent rights clause, to furnish to the Contracting Officer a copy of such clause, and promptly to notify the Contracting Officer when such subcontract is completed. It is understood that with respect to such subcontract clause, the Govern- ment is a third party beneficiary; and the Contractor hereby assigns to the Government all the rights that the Contractor would have to enforce the obligations of the subcontractor with respect to Subject Inventions. The Contractor shall not be obligated to enforce the agreements of any sub- contractor hereunder relating to a patent rights clause in any subcontract, ($) When the Contractor shows that it has been de- layed in the performance of this contract by reason of its inability to obtain, under reasonable terms that include a suitable patent rights clause, a qualified subcontractor for any particular part, item or function of this contract for which the Contractor itself does not have available, facilities or qualified personnel, the Contractor's delivery dates shall Approved For Release 2001/03/04-1'IA-RDP79- 1 R&D 2-19-51 Approved For Release 2001 /03/04$&+ - P79-01096A000100020001-2 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, and an increase in contract price based upon additional costs incurred, are proper under the circumstances; and the contract shall be modified accord- ingly. If the Contractor, after exerting all reasonable effort is unable to obtain a qualified subcontractor as set forth above the Contractor may submit to the Contracting Officer a written request for waiver or modifi- cation of the requirement that a suitable patent rights clause be in- cluded in the subcontract. Such request shall specifically state that the Contractor has used all reasonable efforts to obtain such qualified subcontractor and shall cite the waiver or termination provision herein- after set forth. If, within thirty-five (35) days after the date of receipt of such request for a waiver or nDdi.fication of said requirement, the Con- tracting Officer shall fail to grant such request, the requirement shall be deemed to have been waived by the Government. If within such period the Contractor shall receive a written denial of such request by the Con- tracting Officer, this contract shall thereupon automatically terminate and the rights and obligations of the parties shall.-be governed by the provisions of the clause of this contract entitled "Termination by the Government" just as if a notice of termination had been delivered to the Contractor specifying that the contract was terminated for the convenience of the Government. (b) Reproduction Rib s under Backfround Patents. In addition to the rights granted to the Government in the foregoing para- graphs of this Article, the Contractor hereby grants to the Government, under any patents now or hereafter issued with respect to which the Con- tractor now has, or prior to completion or final settlement of the contract my acquire, the right to grant licenses without becoming liable to pay compensation to others because of such grant, the right to reproduce or to have reproduced articles or materials substantially the same as those delivered to the Government hereunder, and any modifications or improve- ments thereof, and to practice or cause to be practiced processes developed in the performance of this contract, and to use in their entirety and dispose of in accordance with law articles or materials so reproduced. The acceptance or exercise by the Government of the aforesaid right shall not prevent the Government at any time from contesting the enforceability, validity or scope of, or title to, any patent under which a right is granted by this paragraph. Any rights granted to the Government by this paragraph shall not convey any right to the Government to reproduce or have reproduced any article or material, or to practice or cause to be, practiced any process, for the purpose of providing services or supplies to the general public in competition with the Contractor or the Contractor's comercial licensee in the licensed fields. This paragraph shall not be required to be included in any subcontracts hereunder. ARTICLE 15. REPORTING OF ROYALTIES. If this contract is in an amount which exceeds $10,000, the Contractor agrees to report in writing to the Contracting Officer, during the performance of this contract and prior to its completion or final R&D ~gved For Release 2001/03/04i3ClA-RDP79-01096A000100020001-2 in AM I% I- 9P Approved For Release 2001/03/04 #jfiiP79-01096A000100020001-2 settlement, the amount of any royalties or royalty rates paid or to be paid by it directly to others in connection with the performance of this con- tract, together with the names and addresses of licensors to whom'such payments are made and either the patent numbers involved or such other in- formation as will permit identification of the patents or other basis on which royalties are to be paid. Where the Contractor's compliance with the foregoing reporting requirement is found by the Contracting Officer to be impracticable because of the size of the Contractor's business or be- cause of the nature of its accounting procedures, the Contractor may furnish one or more reports, based on its established accounting periods and cover- ing the entire contract period, of royalties in excess of $1,000 (if computed on an annual basis) paid or to be paid to each licensor on the Contractor's over-all business, together with such other information as will permit identification of the patents or other basis on which royalties are to be paid, in which event the Contractor shall furnish the Contracting Officer, upon his request and at Government expense, an allocation of such royalty payments to Government business or to the work or supplies covered by this contract; reference to any such periodic royalty reports, pre- viously furnished to any Government agency and covering the period of per- formance of this contract, shall constitute compliance with the reporting requirement of this clause. ARTICLE 16, SECURITY. (a) Disclosure of Information. It is understood that disclosure of information relating to the work contracted for hereunder, to any person not entitled to receive it, or failure to safeguard all secret, confidential, and restricted matter that may come to the Contractor or any person under his control in connection with the work under this contract, may subject the Contractor, hip agents, employees and subcon- tractors to criminal liability under the laws of'the United States (Act of 25 June 1948, c.645, 62 Stat. $62 as~nd~i$ traAgrp?t~mnt" "Security Requirements for Contractors"I wiici ave been furn 00?176_ Contractor are herein incorporated by reference. only. (b) Subcontractors. The Contractor shall cause a like provision to be inserted in all subcontracts under this contract, where such in- sertion is consistent with Security. In case of doubt the Contractor shall seek ARTICLE 17. DISPUTES. and be guided by the advise of the Contracting Officer. Except as otherwise provided in this contract, any dispute con- cerning a question of fact arising under this contract which is not dis- posed 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. Within 30 days from the date of receipt of such copy, the Contractor may appeal by mailing or otherwise furnishing to the Contracting Officer a written appeal addressed to the Director, and the decision of the Director or his duly authorized representative for the hearing of such appeals shall be final and conclusive; provided that, if no such appeal is taken, the decision of the Contracting Officer shall be final and conclusive, In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to R&D ipp9r yed For Release 2001/03/04RTDP79-01096A000100020001-2 pff" SECRET Approved For Release 2001/03/04. IA-RDP79-01096A000100020001-2 offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the per- formance of the contract and in accordance with the Contracting Officer's decision, ARTICLE 18, PUBLIC POLICY PROVISIONS. (a) Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting 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 the full amount of such commission, percentage, brokerage, or contingent fee. (b) Eight-Hour Law. This contract, to the extent that it is of a character specified in the Eight-Hour Law of 1912 as amended (40 U. S. Code 324-326) and is not covered by the Walsh-Healey Public Contracts Act (41 U. S. Code 35-45), is subject to the following provi- sions and exceptions of said Eight-Hour Taw of 1912 as amended, and to all other provisions and exceptions of said Law: No laborer or mechanic doing any part of the work con- templated by this contract, in the employ of the Contractor or any sub- contractor contracting for any part of the said work, shall be required 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 jaeas of every such laborer and mechanic employed 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 excess of eight hours per day at not less than one and one-half times the basic rate of pay. For each violation of the requirements of this clause a penalty of five dollars shall be imposed upon the Contractor for each such 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 claase; and all penalties thus imposed shall be withheld for the use and benefit of the Government. (c) Anti-Discrimination. In connection with the perforr.ance of wviork under this contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, creed, color, or national origin; and further agrees to insert the foregoing provision in all subcontracts hereunder except subcontracts for standard commercial supplies or for raw materials. R&D ~4ppr ved For Release 2001/03/0 IA-RDP79-01096A000100020001-2 M Approved For Release 2001 /03/04" t1'A-RDP79-01096A000100020001-2 (d) Convict Labor. In connection with the performance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor. (e) Officials Not to Benefit. 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. (f) Buy American. The Contractor agrees that there wi.l.l be delivered under this contract only such unmanufactured articles, materials and supplies (which term "articles, materials and supplies" is hereinafter referred to in this clause as "supplies") as have been mined or produced in the United States, and only such manufactured supplies as have been manufactured in the United States substantially all from supplies mined, produced, or, manufactured, as the case may be, in the United States. Pursuant to the Buy American Act (41 U, S. Code 10a-d), the foregoing provision shall not apply (i) with respect to supplies excepted by the Director from the application of that Act, (ii) with respect to supplies for use outside the United States, or (iii) with respect to the supplies to be delivered under this contract which are of a class or kind determined by the Director or his duly authorized repro- sentative not to be mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available conmercial quantities and of a satisfactory quality, or (iv) with respect to such supplies, from which the supplies to be delivered under this contract are manufactured, as are of a class or kind determined by the Director or his duly authorized representative not to be mined, produced; or manufactured, as the case may be, in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality, provided that this exception (iv) shall not permit delivery of supplies manufactured outside the United States if such supplies are manufactured in. the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality. ARTICLE 19. ASSIGNMENT OF RIGHTS. No assignment of any of the Contractor's rights under this contract may be made. The Government hereby gives its authorizationgnd--sent (with- out prejudice to its rights of indemnification, if rights are pro- vided for in this contract) for all use an ufacture, in the performance of this contract or any part hereof. any amendment hereto or any sub- contract hereunder (includin_g-a _lower-tier subcontract), of any patented invention (i) embodi the structure or composition of any article the delivery of _T ' is accepted by the Government under this contract, or (ii) ed in the machinery, tools or methods the use of which necessari- e by the Gentrctor the-- R&D -`rved For Release 2001/03/04-lcIA-RDP79-01096A000100020001-2 As~ Approved For Release 2001/03/Oi.AJDP79-01096A000100020001-2 part of this contract ins ructions given by the -4,,, e= o ti xp them ner sf per acme nee - _ _ _ . ARTICLE 21, E 4PIOYMFNT OF ALIENS. No aliens employed by the Contractor shall be permitted to have access to the plans or specifications, or the work under construction, or to participate in the contract trials, without the written consent before-- hand of the Director or his duly authorized representative, ARTICLE 22. CHANGES, The Contracting Officer may at any time by a written order and without notice to the sureties, make changes, within the general scope of this contract, in any one or more of the following; ?iJ drawings, specifications,,designs, or other statements of work to be performed, where the supplies or services to be furnished are to be specially manu-, factured or performed for 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, performance of this contract, an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in writing accordingly, Any claim by the Contractor for adjust- ment under this clause must be asserted within 30 days from the date of receipt by the Contractor of the notification of change; provided, however, 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 contract. 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 shall excuse the Contractor from proceeding with the contract as changed. ARTICLE 23. COPYRIGHTS. (a) The Contractor agrees that all written material forming any or all of the subject matter of this contract and first pro- duced in the performance of this contract shall be the sole property of the Government, and may not be published or reproduced, in whole or in part, or in any manner or form, other than by the Government or with its express consent. The Contractor further agrees that no right at common law or in equity shall be asserted and no claim to copyright by statute shall be established by the Contractor in any written material first produced in the performance of this contract, (b) The Contractor agrees to grant and does hereby grant, to the Government a royalty-free, nonexclusive and irrevocable license to publish, translate, reproduce, use, and dispose of, in any manner, and and all copyrighted or copyrightable material not first produced or composed in the performance of this contract but which is incorporated in the Approved For Release 2001/03/ R&D 2271'9-51 IA-RDP79-01096A000100020001-2 Approved For Release 2001/03/04: CIA-RDP79-01096A000100020001-2 SECRET material furnished under the contract, provided that such license shall be only to the extent the Contractor now has, or prior to completion or final settlement of the contract may acquire, the right to grant such license without becoming liable to pay compensation to others solely be- cause of such grant. (c) The Contractor agrees that it will exert all reason- able effort to advise the Contracting Officer, at the time of delivering any copyrightable or copyrighted work furnished under this contract, of any adversely held copyrighted or copyrightablo material incorporated -c.. any such work and of any invasion of the right of privacy therein cont?',&d, (d) The Contractor agrees to report to the Contracting Officer, promptly and in reasonable written detail, any notice or claim of copyright infringement received by the Contractor with respect to any material delivered under this contract. R&D 2-19-51 -18- Approved For Release 2001/0O1 4 DP79-01096A000100020001-2 Approved For Release 2001/03/04aARDP79-01096A000100020001-2 ARTICLE 2i-. PROJECT SUPERVISOR. The' Contracting Officer will. designate in writing a Pro- ject Supervisor who will supervise the technical aspects of the contract work, but no change in the terms of the contract may be made except by the Contracting Officer in waiting. In this connection: (a) The planning. of the work programs with the overall contract scope and the priority of each such program shall be agreed upon by consultation between the Contractor and the Project Super- visor; the Project Supervisor shall have final approval thereof. (b) The Project Supervisor may alter the emphasis and priority of the work programs when deemed necessary. ARTICLE 25. REVIEW AND APPROVAL OF ASSIGNMENT AND USE OF 25X1A5a1 TECHNICAL. PERSONNEL. The Contractor may use any of the employees listed above in performance of this contract, providin such employment is in accordance with all other provisions of this contract, with particular reference to their being approved by this office for security clearance. (b) If the Contractor desires to employ and assign personnel to work under this contract, other than those listed above, he will submit a written request with detailed information concerning the individual's qualifications and his proposed duties. If urgency is involved, the Project Supervisor is authorized to consider oral requests, in his discretion. Such individuals may be employed upon receipt by the Contractor of approval. from the Project Supervisor. (c) The Project Supervisor has the authority to direct the particular part of the contract to which their efforts shall be directed during any given period of time. In this connection the Contractor shall furnish statements of work accomplished by any in- dividual, for any given period of time, but only when so requested. Approved For Release 2001/03/04,:,CIA-RDP79-01096A00010002 R&D 2-19-51 Approved For Release 2001/03/04 ElP79-01 096A0001 00020001-2 (d) Since it is contemplated that consultants will be employed on the contract work on a per diem basis, the contractor will report, when requested, the work accomplished and other pertinent details, each time that a consultant is so employed; this will be required no oftener than once each month. After such reports are received the Project Supervisor may determine that any given concult- ant is not to be further employed under this contract and may then so instruct the Contractor. In the event that the Contractor deems it necessary to expend funds which will be chargeable as an item of cost hereunder for the cost of transportation and subsistence during travel away from the Contractor's plant he thall: (a) Submit a request orally or in writing for approval of the travel giving pertinent details as to personnel involved, anticipated duration of trip and purpose. Verbal or written approval from the Project Supervisor must be received by the Contractor before the travel is performed. (b) After the travel is completed, the Contractor shall furnish, when requested, to the Project Supervisor a written summary of achievement and results of the travel, within 1.5 days after conclusion thereof. In any event, summaries of work accomplished during travel shall be included in the quarterly report. The following provision is added to Article 6 of the Con- (d) The Government Furnished Material referred to above shall specifically include all written materials furnished, such as operations memoranda, literature, reports and instructions. Each of such documents shall be recorded by the Contractor and an adequate record maintained of their location. (e) The Contractor will promptly return to the Govern- ment any or all Government Furnished Material at any time it is so requested. In the event that the return of any such material will adversely affect the Contractor's performance of the contract, he shall so notify the Government in writing. ARTICLE 28. CONTRACTOR'S SOURCE MATERIAL. The Contractor will provide the Government with a list of books, monographs and periodicals pertaining to the subject matter of this contract which the Contractor has on hand at the 25X1A5a1 25X1 A5a 1 t the beginning date of s con rac . ARTICLE 29. ADDITIONAL SECURITY REQUIREMENTS. (a) Of the written reports furnished to the Govern- AWpxmd Fartf&Ie rse1 ,Q01W l04 . A RPP Q,}9.6A0O 0QQ 0001-2 -20- Approved For Release 2001/0$LgRClA-RDP79-01096A000100020001-2 this shall contain no reference of any kind to the purchaser or Govern- d . ment Agency involve (b) The name of the purchaser or Government Agency hereby contracting shall not be used in any manner whether non- Government or with other Government Agencies except where prior written approval of the Project Supervisor has been obtained. (c) The Contractor shall maintain a list of the names, by whom employed and address of all persons, outside of the employ of the contracting parties hereto, whom the Contractor contacts in connection with this contract. This list shall be available to the Project Supervisor on request. (d) No information that is obtained as a result of this contract is to be used on other projects or disseminated in whole or in part to any other person without prior written approval of the Project Supervisor. (e) The Contractor agrees, during the current or any future State of Emergency which the President of the United Skates may proclaim, to advise the purchaser of any person who may be interested in project contracted for herein or the results thereof. ARTICLE 30. REPORTS OF WORK. (a) The Contractor shall furnish a report giving all important details of the method of work and the resuLts thereof within twenty days after the close of each three month period of work. The determination as to format, content and number of copies shall be determined by the Project Supervisor. (b) In addition to the foregoing, the Contractor shall furnish such special reports of the work as may be requested by the Project Supervisor for special purposes. (c) In addition to the foregoing, the Contractor shall furnish estimet.es of the percentage of completion of individual segments of the project or of the project as a whole when and as requested by the Project Supervisor. (C,) All information obtained in physical. form as a result of this ccnt-tact shall become the property of the Government and delivered to it upon completion or termination of the contract. (e) All intelligence estimates, technical reports, summaries and analysis will be subject to review by the purchaser. In the event that the purchaser deems it necessary, he may request the Contractor to review and furnish the source material and facts in addi-. tion to those on which his reports and conclusions were founded. -21- ppoy 4 f or Release 2001/0 DP79-01096A000100020-001- SECRET Approved For Release 2001/03/04: CIA-RDP79-01096A000100020001-2 ARTICLE 31. CONFERENCES. (a) No less than one meeting each month will be held with the Technical Supervisor of the in con-25X1A5a1 nection with the subject matter of the contract, with and at the request of the Project Supervisor. (b) The Contractor may call on the Project Supervisor for such additional instructions or directives as may be necessitated by unusual. developments in the course of research. ARTICLE 32. SUBCONTRACTORS. The Contractor shall give advance notification to the Con- tracting Officer and receive his written approval before entering into any subcontract or purchase order incident to the performance of this contract. ARTICLE 33. ALTERATIONS. The following changes were made in this contract before it was signed by the parties hereto: (a) Deletion of the following: 1. In Article 4(a) the words, "on form supplied by the Government". 2. In Article 4(c) the words, " and/or fee, provided that such withholding does not exceed 1.0 per cent of such costs and/or fee". 3. In Article l+(e) the word, "general". 4. All but the first sentence of Article 10 was deleted. 5. Article 11 was deleted. 6. Article 20 was deleted. 7. The Contract Number "PSC-150-UNV" was deleted from Appendix III and the Contract Number "(RD) XG-1+25" added. (b) Addition of the followin 1. Add to Article )(e), the following: The rate of 1+7%a shall apply through 31 December 1951; after that date it will be revised to conform a new rate which will be negotiated annually between the Con- tractor and the Armed Services. If a new rate is not negotiated, the contracting parties hereto shall negotiate a new rate for each calendar year, beginning with 1952, that this contract remains in effect. 2. The following is added to Article 8: -22- p 3For Release 2001/03/04 ? - DP79-01096A000100020001-2 Approved For Release 2001/03/QRDP79-01096A000100020001-2 3. The following is added to Article 8: (b) The Contractor shall be reimbursed: (1) for the cost of such insurance of the character described in paragraph (a) of this Section as may be required or approved by the Government, (2) for the portion allocable to this contract of the reasonable cost of insurance covering the Contractor's property or property for which the Contractor is responsible to someone other than the Government and which is used or to be used in the performance of this contract, and (3) for liabilities to third persons for loss of or damage to property, 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 approved in writing by the Government, and expenses incidental to such liabilities; except liabilities (i) for which the Contractor is otherwise responsible under the express terms of this contract, or (ii) with respect to which the Contractor has .failed to insure as required or approved by the Government, or (iii) which result from wilful misconduct or lack of good faith on the part of any of the Contractor's directors, officers or of any of its other representatives having supervision or direction of all or substantially all of the Contractor's business or all or substantially all of any plant used by the Contractor in the performance of this contract. (c) The Contractor shall give the Government or its representa- tives immediate notice of any suit or action filed, or any claim made, against the Contractor arising out of the performance of this contract, the cost and expense of which is reimbursable to the Contractor under the provisions of this contract, and the risk of which is then uninsured or in which the amount claimed exceeds the amount of insurance coverage. The Contractor shall furnish immediately to the Government copies of all pertinent papers received by the Contractor. If the amount of the lia- bility claimed exceeds the amount of insurance coverage, the Contractor shall authorize representatives of the Government to collaborate with counsel for the insurance carrier, if any, in settling or defending such claim. If the liability is not insured, the Contractor shall, if re- quired by the Government, authorize representatives of the Government to settle or defend any such claim and to represent the Contractor in or take charge of any litigation in connection therewith. 4. The following words were added to Article 16(b); "where such insertion is consistent with Security. In case of doubt the Contractor shall seek and be guided by the advice of the Contracting Officer." 5. The words: "except Government Furnished Property" were added to to the first sentence of Appendix III. -23- pr91e5Eor Release 2001/0~1 ?p P79-01096A000100020001-2 Approved For Release 2001 /03/0'4E:'C'I~ RDP79-01096A000100020001-2 SCHI,DULL "A" The Contractor shall furnish the necessary qualified personnel, facili- ties, equipment and supplies in order to conduct studies, research and investigations and prepare intelligence estimates, technical reports, summaries, analyses, and such other research products as may be speci- fied by the Project Supervisor in the following fields: A. The min objective of the subject work shall be to determine the best possible national intelligence estimates of current as well as future capabilities of the Union of Soviet Socialist Republics in foreign and domestic mapping and shall include, but not be limited to, geodesy, aerial photography and photogrammetry. The particular phases of this objective shall generally be as outlined below, but the sequence as listed is not necessarily an indication of priority: 1. Organization of Russian science in the above and related, closely allied, and contributory fields, a. Major research institutes; production establishments, and associated organizations -- to include list, history, and status of work and publications. b. Key personnel and evaluation of capabilities. c. Educational programs, quality and extent of training of personnel, and size of staff. d. Availability of Russian material and publications, e. Russian cognizance of U.S. methods, procedures, and equipment. 2, Technical developments in each related fields a. Control (1) Evaluation of Russian triangulation methods (5 elasse,l (a) Sampling of computational and adjustment pro- cedures along transcontinental arc, in at least four approximately equal spaced loops. (b) Comparison between U.S. and U.S.S.R. proce- dures and results of accuracies, speed, and instrumen- tation. (c) Correlation of Russian "classes" with inter- national "orders" of accuracy. (d) Extent and location of triangulation of all classes. (e) Estimates of future developments; both short- and long-term. Approved For Release 2001/P79-01096A000100020001-2 Approved For Release 2001/03/4-:CIA RDP79-01096A000100020001-2 (2) Evaluation of Russian leveling methods (9 classes) (a) Sampling of computational arid adjustment procedure in at least four equally spaced level-net loops. (b) Comparison between U.S. and U.S.S.R. proce- dures and results of accuracies, speed, and instrumen- tation. (c) Correlation of Russian "classes" with inter- national "orders" of accuracy. (d) Extent and location of leveling of all classes. (e) Estimates of future developments, both short- and long-term. (3) Russian triaxial ellipsoid and its possible effect upon any or alb, mapping procedures. (4) Russian methods of effecting inter-continental ties of geodetic control, both east and west; with estimates of future short-and long-term developments. (5) Russian claims and procedures involving use of cavity and astronomical data to determine geodetic posi- tions; relative accuracy o Russian methods and possible value of this study to facilitate the U.S. mapping program. (6) Feasibility of typing in independent Russian triangulation systems to the main Russian geodetic network. (7) Russian astronomical methods in application to geodetic problems. (8) Russian studies in, terrestrial magnetism that affect cartography. b. Russian electronic control and mapping mr;thods; com- parison with , 7 status of U.S. and British developments. (1) Shoran (2) Loran (3) Radar (4) Decca (5) Others c. Aerial p iotography for mapping and charting Approved For Reld"e 20 u 1A 096A000100020001-2 In ; r, RI;Iz -25- Approved For Release 2001/t4':IA-RDP79-01096A000100020001-2 (2) Equipment; types and performance, comparison with with U. S. d., Photogrammetry (1) Eguigment; types and comparison with U.S., Swiss, German, and British. (2) Methods; comparison with generally accepted proce- dures in U.S. (3) Product; extent of work and relative accuracy of results. 3. Analysis of Russian cartography a. Russian cartographic establishments and practices, b. Projections and grids, including the Russian grid referenc- ing system for intercontinental use. c. Evaluation of Russian maps and charts d, Russian map coverage t+. Russian methods of computing and projecting for the rapid deter- mination of bearing and range involving long distances from spotting point to objective. 5. Incidental geographic and cartographic intelligence obtained in the course of securing other data required in this proposal. B. As , collateral, but subordinate objective there shall be collected and reported the significant sources and information on developments, trends, new theories and techniques in all fields of science in the Union of Soviet Socialist Republics,-- a2iichcr.ay be located in the course of carrying out sub- item a. above, but with special reference to the following fields: 1. Meteorology -- weather forecasting, both short-and long-range dynamic meteorology; meteorological. instruments; stratosphere; ozonosphere; ionosphere; attempts at weather control.; solar radiation; meteorological optics; meteorological acoustics; micrometeorology. 2. Climatology -- use of punched cards in making climatic analyses; microclimatology; uses of climatological studies in agriculture and in industry. 3. Hydrology -- floods; flood forecasting; flood control; irrigations projects; power developments; improvement of navigation; forecasting of stream flow; forecasting the dates of freezing of rivers in the spring and of opening in the fall; ground water. 4+. Oceanography -- oceanic surveys; currents; tides and circula- tion; ice; salinity; temperature; gravity measurements; sea bottom; ocean margins; chemical and physical characteristics of sea water. Approved For Release 2001/03/ : CIA-RDP79-01096A000100020001-2 SECRET Approved For Release 2001/03/04: CIA-RDP79-01096A000100020001-2 5. Soil Mechanics -- infiltration; percolation; soil temperature; soil erosion; characteristics of permafrost; mechanics; soil character- istics. 6. Seismology -- earthquakes; seismometers and seismographs; microseisms; forecasting of earthquakes; earthquake-resistant construc- tion (buildings); causes; stresses and strains, waves. 7. Terrestrial Magnetism and Electricity -- magnetic surveys; diurnal and seasonal variations in magnetism and electricity; instruments used in measuring and recording the earth's magnetism and electricity; aurora; magnetic storms. c-7'VilraC7 -27- Approved For Release 2001/03/ p79-01096A000100020001-2 ATI Approved For Release 2001/03/04 -1CIA-RDP79-01096A000100020001-2 Termination by the Government; (a) Notice of Termin,ation.,;ri' Ceti actor's Right to Proceed. The per- formance of work under this contract may be terminated b;;` the Government in whole, or from time to time in patt3 (1) Whenever the Contractor shall de- fault in performance, or shall so fail to make progress in the prosecution of the work hereunder as to endanger ;performance (which shall be considered as a default for purposes of this contract) of this contract in accordance with its terms, and shall fail to cure such fault or failure within a period of ten days (or such longer period as the Contracting Officer may allow) after receipt from the Contracting Officer of a notice specifying the fault or failure, or (2) whenever for any reason the Contracting Officer shall determine any such termination is fo--F? the best interests of the Government. Termination of work hereunder shall be effected by de i.:_very to the Contractor of a Notice of Termination specifying whether termination is for the default of the Contractor or at the option of the G ~vernment, the extent to which performance o_' work und.er the contract shall be terminated, and the date upon which such termination shall became effective. of a Notice (b) Certa..n Obligations of the Contractor. After receipt ~ o of Termi nat:i_on aria Pe< ce t "as othe. wise directed by the Contracting Officer, the Contractor shall (1) terminate work under the contract on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts for materials, services or facilities except as may be necessar' f:r completion of such -portions of the work under the contract as may not be terminated: (3) terminate all orders and subcontracts to the extent that they relate to the performance of ary work terminated by the Notice of Termination; (L) assign to the Government, in the manner and to the extent directed by the Cont-racting, Officer, all of the r.ght, title and interest of the Contractor under the orders or subcontracts so terminated; (5) settle, with the approval or ratification of the Contracting Of:icer, which approval or ratification shall be final and conclusive, all subcon- tracts (whether fixed-price or cost-plus-fixed-fee), obligations, commit- ments, liabilities and claims, the cost of which would be reimbursable in accordance with the provisions oir' this contract in whole or in part; (6) transfer title (to the e:x>tent that title has not already been transferred) and deliver to the Government in the manner, to the extent and at the times directed by the Contracting Officer (i) the fabricated or unfabrLcated parts, work in process, completed work, supplies and other material produced as a part of or acquired in respect of the performance of the work terminated in the Notice of Termination (ii) the plans, drawings, information and other property which, if the contract had been completed, would be required to be . urni..shed to the Government, and (iii) the jigs, dies, fixtures, and other special tools and tooling acquired or manufactured for the performance oi:' this contract for the cost of which the Contractor has been or will be reimbursed under this contract; (7) use his best efforts to sell. in the manner, to the extent, at the time and at the price or prices directed or authorized by the Contracting Officer, any property (whether or not title thereto has been transferred to the Government for security or otherwise) of the types referred to in subdivision (6) of this paragraph, provided, however, that the Contractor (i) shall not be required to extend credit to any purchaser and (ii) may retain any such property at a price or prices approved by the Contracting Officer, provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any pay- ments to be made by the Government to the Contractor under this contract or shall otherwise be paid in such manner as the Contracting Officar may direct and roveA-~d - further, that an direction,authorization,or approval by the c Con- AIJJ lete c5 ~Ifl 2 Al/(~ 4vi.c1A}RDR7,94MgAQOO401 2O'?#)1' Approved For Release 2001/03104:C A-RDP79-01096A000100020001-2 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 protection and preservation of property 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 prosecution of the work required under this contract notwithstanding any delays in connection with the adjustment of the fixed fee in accordance with this Article. (c) Upon such termination-of work pursuant to this Article, the Govern- ment shall pay to the Contractor the following amounts: (1) All costs and expenses reimbursable in accordance with this contract, not previously paid to the Contractor for the performance of this contract prior to the effective date of the Notice of Termination and such of these costs as may continue for a reasonable time thereafter with the approval of or as directed by the Contracting Officer (which approval shall not be unreasonably withheld), provided, however, that the Contractor shall proceed as rapidly as practicable to discontinue such costs. (2) The cost (so far as not included in payments under subparagraph (1) above) of settling and paying claims either arising out of the termina- tion of work under subcontracts or orders or with respect to any other obli- gations, cottsni.tments and liabilities the cost of which would be reimbursable in accordance with the provisions of this contract or arising in connection with the termination of this contract in whole or in part and properly chargeable to this contract, provided: (A) Any such claim has been settled by negotiation or other- wise and the Contracting Officer has approved or authorized such settlement in vmiting; or (B) A final judgment has been rendered against the contractor by a court of competent jurisdiction determining the liability of the eon- tractor with respect to any such claim, and the contractor has (1) given the Contracting Officer prompt notice of the initiation of the proceedings in which judgment was. rendered and offered in writing to give the Government complete control of the defense of the proceedings, and (2) diligently de- fended the suit or, in the event that the Government has assumed control of the defense of the proceedings, rendered such reasonable assistance as has been requested by the Government; and provided further that with respect to a judgment determining the liability of the contractor under any subcontract or order, the Contracting Officer has approved in writing such subcontract or order or the provisions of such subcontract or order. dealing with the rights of the parties thereto upon its termination in whole or in part. (3) Any other reasonable cost, approved or ratified by.the Con- tracting Officer (which approval or ratification shall not be unreasonably withheld), incidental to the termination of.work under this contract, including legal, accounting, clerical and other costs and expenses (taking into account a reasonable allocation of executive, administrative, and office expenses of the Contractor properly allocable to the termination of such work) incidental (i) termination of subcontracts or orders hereunder; (ii) cessation of work in accordance with the Notice of Termi- nation and the determination of the amounts duo to subcontractors and other third parties; (iii) obtaining payment from the Government, but only to the extent reasonably necessary for the preparation and presentation of settlement proposals and cost evidence in connection therewith, provided that termination is not due to default --o--f the contractor, and,,p (iv) rotwc ticAp(ItQ9VPrd ec i directions of the Approved For Release 2001 /03 q g -RDP79-01096A000100020001-2 ::ontracting officer), pursuant to paragrayhs (b)(7) and (b)(9) hereof, of property in which the Government has or may acquire an interest under this contract (including any Government .furnished equipment), (4) A portion of the fixed fee payable under the contract, determined is follows: (i) In the event of the termination of this contract at the option of she Government and not for the default of the contractor, there shall be paid a ;,portion of the fee set forth in Article (a) For completed work: That portion of the total fixed fee which :he number of completed articles delivered to and accepted by the Government "ears to the total number of completed articles called for under the oontract,plus (b) For work in process: A sum equal to_ A-, /ere insert same ?ercentage originally usein computing fixed fez of the costs and expenses eimbzrsable in accordance with this contract for the performance of this contract prior to the effective date of the notice, including the amount or amounts due for Supplies or materials delivered or services furnished by a subcontractor but xclusive of any cost attributable to completed articles deliverdd and accepted nd the cost of articles not processed by the contractor. (ii) In the event of the WOW '= of this contract due to fault A the contractor, the total fixed fee payable to the contractor under this ontr?act shall be such proportionate part of the The (or, if this contract calls or articles of different types such part of the fee which i reasonably alloca- )le to the type of article under consideration) as the total number of articles :delivered to and accepted by the Government bears to the total number of irticles of a like kind called for by this contract. (d) Amendment of Contract to Adjust Fixed Fee in Event of Partial "ermination. In case only a part of this contract is wterm~.natcd the fixed fee ayable with respect to the work to be performed shall be eauitabl,y adjusted .nd such adjustment shall be reduced to writing as an amendment to this contract ?rior to final-settlement hereunder. (e) Limitations on the Liability of the Government, The obliga- ;ion of the Government t o make any p ymera.ts under~ this A.rt:icl'e-TY shall be Subject to deductions in respect of (i) all un]iquidated partial or progress ?ayments,; payments on account theretofore made to the contractor and unliqui.- dated advance payments, (ii) any claim which the Government may have against he contractor, and (iii) the price agreed upon or the proceeds of sale of any Materials, supplies or other things retained by the contractor or sold, and not )therwise recovered by or credited to the Government, and (2) in the discretion of the contracting officer, shall be subject to deductions in respect of any .,1^im of any subcontractor or supplier whose subcontract or order shall have )een terminated as provided in paragraph (b)(3) except to the extent that such. ^laim covers (i) property or materials delivered to the contractor, or (ii) ,erviees furnished to the contractor, in connection with the production of ompleted Articles under this contract; provided, that such deduction shall be ade only on the request of such subcontractor or supplier. Approved For Release 200 DP79-01096A000100020001-2 Approved For Release 2001/0 RDP79-01096A000100020601-2 (5) L _mitation of Termination Costs Relat iO.Lg to S+'' cotrtra.n;i;s, The Contractor shad esez~ti in al "s`ii cnn. ' ?ccs or ~r erg re 7-777i g ;o this colt ?act the right to terminate or cancel such iboor,~r?aCtt. or orders upon termination of this contract in whole or in part at the option ;" the Government pursuant to this Article of the contract entitled '"termination at the Option of the Government". 1Nhether or not such right to term :Wage or cancel is reserved and. exercised, the liability of the Govern.mo ..t for costs arising out of subcontracts or orders relating to this contract shall be limited to costs allocable to this contract, and shall not include anticipatory profit_ or other damages result rig from the termination or cancellation of such s il, ; iitracts or orders o (f) Contractor's and Subcontractor's Pecords. Unless a longer period is (;q;Jierwise provided for in this ontract, or byVappllcable statute, the Corltrao:- aj? for a period of five years after final settlement under the contract shall make available to the Government at all reasonable times at the office of the tontractor all of its books, records, documents, and other evidence bearing oua the costs and expenses of the Contractor under the contract and in respect >f the to mination of work thereunder., The Contractor will cause to be put In any subcontract a provision similar to the forgoing, v*ut that the basic contract, of i. - pwtj does f .b of t1=4 `+ s than the zubp*m5mT_jhs e) ( d (0.) We x r;, ; -.tcahie. Approved For Release 2001 /0 TRDP79-01096A000100020001-2 Approved For Release 2001/03'/CC8E -RDP79-01096A000100020001-2 "CONTRACT COST PRINCIPLES" Section XV Armed Services Procurement Rogulations 15-201 General Basis for Determination of Costs. The total cost of a cost-reimbursement type contract is the sum of the allowable direct costs incident to the performance of'-the contract, plus the properly allocable portion of allowable indirect costs, less applicable income and other credits, The tests used'in determining the allowability of costs also include (i) reasonableness, (ii) application of generally accented accountir.:g principles and practices, and (iii) any limitations as to types or amounts of cost items set forth in this Part 2 of Section XV or otheruiso included in the contract. Failure to mention any item of cost in this part is not intended to imply that it is either allowable or not allowable. The use of normal or standard costs (with appropriate adjustments for variances, unalloyrabl.e costs and the other provisions of this part) is acceptable in determining amounts of provisional or interim payments, but final allowable costs must represent actual costs. Income and other oradits arising out of operations under the contract, whoro tho related cost i ?ras reimbursed or accepted an an allowable cost, will be credited to the Government. 15-202 Allowable Direct Costs. 15-202,1 NAtorials. "The cost of materials includes the cost of all items pur?asad,9 supplied, manufacturod or fabricated, which enter directly into the and product or which are used or consumed directly in connection with furnishing such product. In computing material costs, con- sideration will be given to roasonablo overruns, spoilage, and defective work. '/lithdrawals from a. contractor's stock will be charged in accordance with the pricing system used by the contractor, provided such system is in accordance with sound accounting practice and is consistently followed. Reasonablo charges arising from difforoneos botwocn periodic physical in- vontory quantities and related matorial-control rocords will be included in arriving at the cost of materials, provided that such chargos (i) do not include "vrrito-dovns" of valuos, and (ii) relato to the period of per- formanco of tho contract. All credits arising from differences between periodic physical inventory quantities and related matoriai-control re- cords shall bo taken into account. In calcul-ting the cost"cf materials, tharo shall be doduetod all cash discounts, trade discounts, rebates, and other allowances and credits takon by the contractor, including; (a) credit for any materials returned to stock or to vendors, and (b) credit for the value of scrap resulting; from performanco of tho contract, whothor or not such scrap is sold. Such discounts, robatos, allovrancos and credits may be appliod directly to the chargos for materials involved or may be ap- portionod through credits to indirect costs. Approved For Release 2001/AVM RDP79-01096A000100020001-2 Approved For Release 20c '1' CIA-RDP79-01096A000100020001-2 15-202.2 Labor. Direct labor cost consists of salaries and wages properly chargeable directly to the performance of the contract. Generally such salaries and wages will be charged at the actual rates paid by the contractor. However, if it is the contractor's consistent accounting practice to make such charges on the basis of average rates, this practice trill. be acceptable if it is demonstrated by the contractor that the Government will not be prejudiced thereby. 15-202.3 Other Direct Costs. Thoro are numerous items of cost which are generally classified as indirect costs but which may, in parti- cular cases, properly be chargeable directly to the contract, whore the contractor domonstrates that such costs are specifically related to the contract. 15-203 Allovrablo Indirect Costs. For accounting purposes indirect costs usually fall into the following three categories, although for pur- poses of allowability any such costs are subject to the limitations of this part: (a) manufacturing and production expenses, which arc the indirect costs incurred in the operation of production departments; (b) soiling and distribution expenses, which are costs incurred in connection with the marketing of the contractor's products] (c) general and administrative expenses, which are costs incurred in the general management, supervision and conduct of the business as a whole. In establishing a method of equitably apportioning the indirect costs; consideration should be given to such factors as charges of subcontractors, fixed asset improvement programs, and any unusual circumstances involved in the contractor's Operation; and such factors should be carefully reviewed from time to time, particularly when there is a change in the nature or volume of production, to determine whether the method of apportionment con- tinuos to be equitable. 11enover items ordinarily chargeable as indirect costs are charged to a Government contract as direct costs, the cost of similar items applicable to other work of the contractor must be eliminated from indirect costs apportioned to the contracts 15-204 Exam les of Items of Allowablo Costs. Subject to the require- ments of paragraph 15-201 with rospoct to the gonoral basis for determining allowability of costs, and irrespective of whether the particular costs are treated by the contractor as direct or indirect, the following items of costs are considered allowable within the limitations indicated: (a) Advertising in trade and technical journals, provided such ad- vertising does not offer specific products for sale but is placed Approved For Release 2001/03/04,9-01096A000100020001-2 Approved For Release 200$tO tQQ i . CIA-RDP79-01096A000100020001-2 for the purpose of offering financial support to journals which are valuable for the dissemination of technical information with- in the contractor's industry (but see paragraph 205 (a) ). (b) Bonds and insurance, including self-insurance (but see paragraph 15-205 (p) ). (c) Compensation of corporate officers, oxecutivos and dopartmont hoads. (The term "compensation" includes all amounts paid or sot aside, such as salaries, royalties, license foes, bonuses, pension, retirement and deferred compensation benefits. The total compon- sation of an individual may be questioned and the amount allowed may be limited; and in connection therewith, consideration will be given to the relation of the total compensation to the services rendered.) (d) Depreciation and b plotion, based on cost of acquisition (but sec paragraph 15-205 (b) and (o l (o) Directors and executive committee foes and expenses; the ox- penses of stockholders meetings, annual reports, and reports and returns prepared for governmental authorities; and registry and transfer charges resulting from changes in ownership of securities issued by the contractor. (f) Froight,transportation, and material handling. (g) Improvement of working conditions, omployor-omployoo relations, and standards of performance. (h) Jigs, digs, fixtures, patterns, drawings end special tools. (i) Legal, accounting, and consulting services and related expenses (but sea paragraph 15-205 (d) and (1) ). (j) Manufacturing and production onginooring, that is, engineering rolatod immediately to manufacturing and production as distinguished from research, experimentation, and dovolopmont. (k) Materials and supplies. (1) Memberships in trado, business and professional organizations. (m) Miscellaneous office and administrative services and supplies, including communication expenses. (n) Overtime compensation for direct or indirect labor, to the ex- tent expressly provided for elsewhere in the contract or other- wiso authorized by the Government. Approved For Release 2001 /0 1 79-01096A000100020001-2 Approved For Release 2001/ : A-RDP79-01096A000100020001-2 (o) Patonts, purchasod designs, and royalty paymonts, to tho extent oxprossly providod for olsowhoro in the contract or otherwise authorized by the Govornment, (p) Ponsion, rotiromont, group health, accident and life insurance plans (but soo paragraph 15-205 (p) ). (q) Plant maintenanco and protoction. (r) Rocruiting (including "holp wanted" advertising) and training of porsonnol, (s) Rosoarch and dovolopmont specifically applicable to tho supplios or sorvicos covorod by the contract. (t) Salarios and tivagos, diroot and indirect (but soo paragraph 15-204 (e) ). (u) Subcontracts and purchase orders. (v) Taxos (but soo paragraph 15-205 (i) and (r) ). Termination Costs (but sac Artiolo of the Contract ontitlod "Termination by the Govornmont" (supplied). (w) Traveling oxponsos. (x) Vacation, holiday and sovoranco pay, sick loavo and military leave, to tho extent roquirod by law, by omployor-omployoo agreomont or by tho contractor's established policy. 15-205 Examples of Items of Unallowable Costs. Irrospoctivo of whothot the particular costs are from the contractor as direct or in- diroot, tho following items of cost arc considerod utj,allowablo, oxcopt as indicatod: (a) Advertising, oxoopt "help Vwantod" advortising, and advertising in trade and technical journals (but soo paragraph 15-204 (a) and (r) ). (b) Amortization or doprociation of (i) unrealized appreciation of values of assets, or (ii) assots fully amortizod or dopreciatod on tho contractor's books of account. (o) Bad debts (including oxponsos of collootion) and reserves for such dobts. (d) Commissions and bonuses (under whatovor name) in connoction with obtaining or negotiating for a Government contract. - 4 - Approved For Release 2001/03/04: CIA-RDP79-01096A000100020001-2 `'G Approved For Release 2001 /$FJBI EIIA-RDP79-01096A000100020001-2 (o) Contingency rosorvos. (f) Contributions and donations. (g) Dividond paymonts. (h) Entortainmont. (i) Federal taxes on income and excess profits. (j) Gonoral rosoarah, unless specifically provided for olsowhoro in tho contract. (k) Intorost on borrowings (however roprosontod), bond discount and expenses, and financing charges. (1) Legal, accounting and consulting services and related oxponsos incurred in connection with organization or reorganization, prosooution'of patent infringomont.litigation, defense of anti- trust suits, and the prosecution of claims against tho United states. (m) Losses from sales or oxohangos of capital assets, including investments. (n) Losses on other contracts. (o) Maintenance, depreciation and other costs incidental to excess facilities (including machinery and equipment) other than reasonable standby facilities. (p) Premiums for insurance on the lives of directors, officers, pro- priotors or other persons, where the contractor is the beneficiary directly or indirectly. (q) Selling and distribution activities not related to the contract products. (r) Taxes and oxponsos in connection with financing, refinancing, or refunding operations, including the listing of securities on ox- changes. Approved For Release 2001/0a; P79-01096A000100020001-2 pr.ftn Approved For Release 2001 /b31d4' EJIA-RDP79-O1 O96AOOO1 OOO2OOO1-2 Subjects Affecting Cost Which May Require Special Consideration 15-500 Consideration Re aired. It is important that Contracting Officers and their negotiators consider the subjects enumerated in para- graph 15-502 and any other subjects not precluded by the provisions thereof, for the purpose of (i) determining which subject if any should be expressly provided for In a particular cost-reimbursement type contract and (ii) incorporating appropriate clauses in the contract. Action taken with respect to any such subjects shall be reflected either in the contract or in the record of contract negotiat.ons. 15-502 Examples of Subjects Requiring Special Consideration. The fol- lowing examples are illustrative of subjects affecting cost which may require special consideration: (a) Cost incurred incidental to work covered by the contract but prior to the execution of the contract, with specific identification of the types thereof and the period involved.. (b) Go:~verriment-furnished property, general nature and extent. (c) Indirect cost basis (9) actual, (_ii). predetermined rate or amount, or (iii) other. (d) Insurance. (e) Intracumpany and intercompany transactions. (f) Liability to third persons. (g) Operation of restaurants and cafeterias. (h) Overtime compensation. (i) Patents, purchased designs, and royalty payments, (j) Personnel.. movement of a special or mass nature. (k) Plant facilities full,r depreciated or amortized on the contractor's books of account or acquired without cost (possible compensation for utiliza- tion in the form of a use or rental charge). (1) Rearrangement or relocation of facilities or plant sites. (m) Research programs of a general nature. (n) Security measures of a special nature. (o) Sharing of cost or research projects of the type which an educational or other nonprofit institution might undertake as a part of its own educa- tional or research program. Approved For Release 2001/03/04 ' c IA-RDP79-O1 O96AOOO1 OOO2OOO1-2 Approved For Release 2001 IS I6aEIlA-RDP79-01096A000100020001-2 (p) Subcontracting, nature and extent; thereef and relation to fee or profit. (q) Subsistence and housing of employees. (r) Termination expenses. (s) Tooling and equipment. (t) Traveling expenses of a special or unusual nature. (u) Wages or salaries of partners or sole proprietors. Approved For Release 2001/03/04: lA-RDP79-01 6k0N: 0I022QQ ve .F 1 9~ P, 1,p 0 -2 A P 9A1, 1 ~Jlg Within sixty days after completion of the contract in accordance with Articles 1(b), LG(c)(2) and 9, thereof, final inventory lists should be submitted showing all Government property purchased, developed, constructed, or otherwise ob- taincd under the contract arid not expended in performing the work called for. Such final inventory lists should make the following segregation of such property and fully describe it as to nomenclature, condition and quantity: (a) Non-expendable articles of personal property on hand. (b) Expendable article of personal property on hand. (c) Articles of personal property developed and constructed under the terms of the contract. (d) Articles of personal property of any kind delivered to others during the period of the contract. EXPLAIN (e) Non-expendable articles of personal property for which no other accounting is made (such as losses by fire, thefts etc.) o r1P:[u1T T (f) Liberation and/or construction work done under the contract. In the final., inventory lists, the Contractor should indicate in an appropriate column whether the item was (1) Contractor procured and reimbursable under the contract, or (2) whether the item was supplied directly as Government-furnished equipment, and (3) uuhc:tier the Contractor wishes to bid for its purchase, and, if so, the amo: nt of his b_i..(1. Expendable items of under 650.00 per unit may be listed by caterer i.cs ~-a~,hc_l, than i.torni.zeda Certification, The, accounting for m.ateri als, supplies, and equipment expended in T:) cri"r ante of the work called. for by the contract should be made by fur- nishing a signed certification as follows: "The undersigned Contractor, having completed the work called for by Contract No. PSC-150-UT]V hereby certifies that all materials, supplies, and equipment which were furnished to the Contractor by the Government for use on the contract, or for which the Contractor has been or will be reimbursed by the Government under the terms of the contract, if not specifically included in the foregoing inventories, wore expended in rr performing the rrorl: called for by the contract. Submission of ~F'i nal. Inventory. Final inventories should be submitted in trip- Submission e ~profcrably attached to invoice or voucher. covering final costs under the, particular contract). Such a report r:iust be submitted and approved before final pay cnt is made. Election Concerning Plant .lterations. in the cases of alterations or construc- tion, the Contractor sail, tie the time limit specified in the contract, state whcthcr he desires to retain the alterations or have his promises restored. In the former instance, he will submit a bid to retain the alteration; in the, latter, ho will make restoration and submit a voucher for the cost, within the limitation proscribed by the contract, incorporating the following certification: rrTho undersigned Contractor hereby certifies (1) that his promises have therefore actually boon restored to thc:Lr condition preceding alteration, (2) that a reasonable effort has boon made to keep the cost of restora- tion to a minimum, and (3) that the cost billed is the actual cost of restoration less the reasonable, salvage value, if any, of excess mate- bpplrovec` or Re ai'tor ease 1o {I 4 : CIA-RDP79-01096A000100020041 2