NEGOTIATED CONTRACT CONTRACT NO. PNL-90

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP66B00728R000100150006-7
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 34
• Document Creation Date: December 9, 2016
• Document Release Date: May 1, 2001
• Sequence Number: 6
• Publication Date: December 24, 1963
• Content Type: CONT

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BYE
OXC-6058
Copy /of
NEGOTIATED CONTRACT Contract No. PNL-90
?
The Perkin-Elmer Corporation
Main Avenue
Norwalk, Connecticut
Contract For: See Schedule Amount: See Schedule
Mail Invoices to: Performance Period:
See Schedule
Administrative Data:
This contract is entered into, by and between the United States of
America, hereinafter called the Government, represented by the Contract-
ing Officer executing this contract, and the above-named Contractor which
is a Corporation, incorporated in the State of New York, hereinafter
called the Contractor.
The parties hereto agree that the Contractor shall furnish all the supplies
and perform all the services set forth in the attached Schedule issued
hereunder, for the consideration stated therein.
The rights and obligations of the parties to this contract shall be
subject to and governed by the attached schedule, Appendix I and General
Provisions, which together with this signature page and the accompanying
certificate comprise Contract No. PNL-90. In the event of any inconsistency
between the Schedule and the General Provisions, the Schedule shall
control.
IN WITIFitplEW, the parties hereto have executed this contract as of
, 1963.
Sign
The P
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TITTP Vice President &
General Manager
The United States of America
BY
Contracti Officer
DOCUMENT NO.
NO CHANGE IIN CLASS.A*
0 DECLASSIFIED
CLASS. CHANGED TO; TS S 0
&Mai_ NEXT REVIEW DATE1
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CERTIFICATE
Contract PNL- 90
eertity that 1. PM
the Assistant Secretary the Corporltion named
izs Contractor herein; that who
signed this contract on behalf of the Contractor was then
--------
Vice President & General Manager ot.
said Corporation; that sic Contract
w:Is duly signed for and in behalf of said Corporation by alithority
of its governing body, and is within scope of its Corporate Powers,
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1ET
INDEX TO SCHEDUTP
Contract No. PNL-90
Page
PART I - SERVICES AND SUPPLIES TO BE FURNISHED BY THE CONTRACTOR 4
PART II - PERFORMANCE OF SERVICES 4
PART III - CONSIDERATION AND PAYMENTS 4
PART IV - PERIOD OF PERFORMANCE 5
PART V - SPECIAL SECURITY RESTRICTIONS 5
PART VI - WAIVER OF REQUIREMENTS OF GENERAL PROVISIONS 5
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Contract No. PNL-90
SCHEDUTE
PART I - SERVICES AND SUPPLIES TO BE FURNISHED BY THE CONTRACTOR
The Contractor shall furnish the services of certain of its personnel
as mutually agreed to between the Technical Representative of the Contract-
ing Officer and the Contractor to participate in a scientific panel
comprised of representatives of the Government, educational institutions
and commercial organizations. The Contractor shall work with said
representatives in the preparation of a scientific report of the panels
findings. The Contractor shall perform any necessary travel required for
the aforemention services.
PART II - PERFORMANCE OF SERVICES
(a) The extent and character of the work to be performed by the
Contractor under this contract will be coordinated with the authorized
technical representative of the Contracting Officer. In the event there
should be any dispute with regard to the extent and character of the
work to be performed, the matter shall be determined as provided in
General Provision 8, Disputes.
(b) The Contractor agrees to furnish sufficient personnel of the
categories specified in Appendix I hereof to assure successful prosecution
of the work.
(c) Services required by the Government and performed by the
Contractor's personnel in the categories specified in Appendix I will be
considered Direct Labor under this contract.
PART III - CONSIDERATION AND PAYMENTS
(a) There has been allotted for this contract the following amount:
Period
Inception - 15 March 1964
Amount
30,000.
(b) The total amounts payable to the Contractor under this Contract
for said periods shall not exceed the above amount without written
authorization from the Contracting Officer.
(c) In accordance with the clause of this contract entitled "Payments",
the Contractor shall be paid as follows:
For work and services performed by the Contractor's personnel
of the categories set forth in Appendix I, the Contractor shall be paid
the applicable hourly rates stated in the columns entitled "Hourly Rate",
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cRET
performed hereunder by such personnel. The time of non-productive
personnel will not be included in direct labor and the Contractor agrees
that only direct labor of the categories designated in Appendix I
engaged in the work called for by the contract will be included in its
billings hereunder.
PART IV - PERIOD OF PERFORMANCE
The period of performance of this contract shall be from 12 November
1963 to 15 March 1964, subject to such further extensions as may be
agreed upon between the parties hereto.
PART V - SPECIAL SECURITY RESTRICTIONS
The Contractor shall not reveal (i) the specific nature or any
details of the work being performed hereunder or (ii) any information
whatsoever with respect to the department of the Government sponsoring
this contract and the work thereunder except as the Contractor is
directed or permitted to reveal such information by the Contracting
Officer or by his duly authorized representative for security matters,
and notwithstanding any clause or section of this contract to the
contrary, the Contractor shall not interpret any clause or section of
this contract as requiring or permitting divulgence of such information
to any person, public or private, or to any officer or department of the
Government without the express consent of the Contracting Officer or his
duly authorized representative for security matters.
PART VI - WAIVER OF REQUIREMENTS OF GENERAL PROVISIONS
Notwithstanding the requirements of any of the General Provisions
of this contract to the contrary, whensoever the Contractor, in perform-
ance of the work under this contract, shall find that the requirements
of any of the clauses of the General Provisions are in conflict with
security instructions issued to theContractor by the Contracting Officer
or by his duly authorized representative for security matters, the Contractor
shall call the attention of the Contracting Officer to such conflict and
the Contracting Officer or his duly authorized representative for
security matters shall (i) modify or rescind such security requirements
or (ii) the Contracting Officer shall issue to the Contractor a waiver
of compliance with the requirements of the General Provisions conflicting
with such security requirements. Any waiver of compliance with the
General Provisions of this contract issued by the Contracting Officer
shall be in writing, except that the approval by the Contracting Officer
of any subcontract issued hereunder by the Contractor shall be deemed to
constitute approval of waiver of any clause of the General Provisions in
conflict with the stipulations of such subcontract.
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1. Hourly Rates:
APPENDIX I
R000100150006-7
In accordance with the attached "Schedule of Hourly Rates", said
Schedule is a part of this APPENDIX.
2. The rates for "Overtime" and/or "Sundays and Holidays" stated in
the attached Schedule of Hourly Rates will be used only when overtime
and/or Sunday or Holiday work is authorized in advance by the Contracting
Officer or his authorized representative.
3. Contractor personnel shall be subject to the "Contractor's Manual
No. 805-7, with the following implementation with respect to temporary
duty at the Project Test Site: Travel from Contractor's Plant, Norwalk,
Conn., to the shuttle point will be reimbursed on a reasonable actual
cost basis. Likewise, all travel from the shuttle point back to Norwalk,
Conn., or to any other location on contract business will be reimbursed
on a reasonable actual cost basis. All expenses in the interim period
of assignment at the Project Test Site including week-ends will be
reimbursed at 312.00 per diem in lieu of actual expenses.
4. The Contractor may perform travel relating directly to the perform-
ance of this contract without prior approval of the Contracting Officer.
5. A G&A Expense Rate of cost and a Profit Factor of of
cost are approved for application to travel performed under this contract.
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INDEX OF GENTRAL PROVISIONS
1. 'DEFINITIONS . . . . . . . . ? . 0 040???04????? 4
2. . CHANGES ....... .. . ? . . ? ? ? ? ? t ,
. ? 0
3. 'INSPECTION. . . .... .!......? 4 ?
4.. - PAY1ENTS ? . . ., ? ? . . ? . SOO 0 0 4, 4? ? ? ? i 0 * 0 ? ?
5, .-- ISSIGNMOT ca?CLAIMS ..... ? .... 4 0 ???? 0 ? 0 . .
.
6, --- EXCUSIBTE DELAYS. 4 ? ..... a ? 4?? ? . . . .y= .
.
7 ? - DISPUTES.. 4 So amOe4????????????? . .
. . .
8, . NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT . . . . .
9. - BUY , AIERI C AN . ACT. ? ? ? 7 A ????i? ??????
10, CONVICT LABOR . 4 . . . ... . .. ? a 4 ?4 ?464 6 ? ? 4 .
. ' .
11, , EIGHT...HOUR LAN OF 1912. -... . ? . . . ? . i 4 7 ? 4 ? ????
12. yUAISH-HEALEY PUBLIC CONTRACTS ACT 4 4 i 6 ?Ie ??
13. NONDISCRIMINATION IN EITLOYIENT . . . . 4 44 .
14. ? OFFICIALS NOT TO BENEFIT ? 4 .
15. , COVENANT AGAINST CONTINGENT FEF1S, . 090 ?? ....... 4
6.---.----REPORTING OF ROYALTIES. . .0. 000 0M9 4 gle? 4 it ft 0 ?
17. -- TERMINATION FOR CONVENIENCE OF THE GOVERMENT . . . ? ? . . 0
18,. SUBCONTRACTS. . . . . . . . .
4, .. . . ? ? . . . ?
20. .-- GRATUITIES.
21. ,- GOVERNMNT FURNISHED PROPERTY17
...???????
22. , ENPLOMENT OF ALIENS. . . . . ..... 0 4 0 0 ? 0 0 0 ?
23. , KLITARY SECURITY REQUIREMENTS
24. : COPYRIGHT . . . ..... . . . ? . . .? . ? ? ? .. . . . .
25.T FILING OF PATENT APPLICATIONS . . . .., . . .24
. li 9 ?? 0 @ o o
264 ./' NOTICE TO THE GOVERMENT OF LABOR DISPUTES. . . . . . 0 . . .
27, , AUTHORIZATION AND CONSENT . . . . . . . . . . . . . 4001, o
28. ALTERATIONS IN CONTRACT . ..
04.11040004044 0..00
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2
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GELERAL PROVISIONS
1. DEFINITIONS
As used throughout this contract, the following terms shall
have the meanings set forth below:
(a) The term "Secretary" means the Secretary, the Under
Secretary, or any Assistant Secretary cf the Department and the head
or any assistant head of the executive agency; and the term duly
authorized representative" means any person or persons or board
(other than the Contracting Officer) authorized to act for the Secretary;
and the term "Department" means that component of the Government having ?
cognizance of this contract and represented by the Contracting Officer
executing this contract.
(b) The term "Contracting Officer" means thci person executing
this contract on behalf of the Government, and any other officer or
civilian employee who is a properlyAesignatecLContracting Officer;
and. the term includes, except as otherwise provided in this contract,
the authorized representative of a Contracting Officer acting within
the limits of his authority.
(c) Except as otherwise provided in this contract, the term
11 subcontracts" includes purchase orders under this contract.
(d) The term "contract work" means all work to be performed
under this contract including any studies covering fundamental, theo-
retical, or experimental investigati3Ons; any extension of the inves-
tigative findings and theories of a'scientific and technical nature
into practical application; any tangible terms, hereinafter referred
to as supplies, if called for herein, furnished to the Government;
and any reports, data, computations, -plans, drawings, and specifica-
tions with respect to the foregoing.
(e) The term "direct labor," as used in the Payments clause,
shall be defined in the schedule.
2,? -CHANGES
The Contracting Officer may at any time, by a written order, within
the general scope of this contract, and without notice to any sureties,
make changes in (i) drawings, designs, or specifications, (ii) direct
the addition of work or services, (iii) make changes in method of
shipping or packing, and (iv) make changes in place of delivery. If
such changes require a change in the time of performance of the work
crlled for hereunder, the contract shrll be modified in writing
accordingly. The hourly rate set forth in the schedule snail not be
adjusted by reason of any change ordered under this clause.
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3. INSPECTION
(a) All material and workmanship shall be subject to inspection
and test by representatives of the Government. For this purpose, the
Contractor shall allow, at all reasonable times, inspectors and other
Government personnel free access to the plant and operations and shall
furnish such facilities as may be required for the work. The Contractor
shall inform the inspector when the work is ready for inspection. The
Government representative shall have the right to (i) require the
replacement of parts which are not in accordance with applicable speci?
fications, and (ii) require the correction of defects.
(b) The Contractor shall provide and maintain an inspection
system acceptable to the Government covering the inspection of the
supplies and services furnished under this contract. Records of all
inspection work by the Contractor shall be kept complete and available
to tae Government during the performance of the contract.
(0) The Contractor agrees that it will employ only qualified
and competent employees in the performance of this contract and that
the services performed will conform to the highest professional
standards for the work involved.
(d) Prior to final acceptance by the Government, any correction
of defects in supplies or services,- or replacement of materials to.
make the item conform to contract requirements, which correction or
replacement is made necessary by Inferior workmanship Or materials,
shall be at no cost to the Government.
(e) Final acceptance by the Government shall be conclusive
except as regards latent defects, fraud, or such gross mistakes as
amount to fraud, The Contractor shall, beff;re or after final ac?
ceptance, remedy defects or failures due to such causes at no cost
to the Government.
4, PAYIENTS
The Contractor shall be paid as follows upon the submission of
properly certified invoices or vouchers approved by the Contracting
Officer:
(a) Time Rate.
(d) The amounts computed by applying the appropriate time rate
or rates set forth in the schedule to the number of direct labor hours
performed, which rates shall include wages, overhead, general and ad?
ministrative expense and profit. Fractional parts of an hour shall
be payable on a prorated basis The Contractor will substantiate
vouchers by evidence of actual payment and by individual daily job
timecards, preferably signed by the workers performing the services.
Payments will normally be made at Contractorts payroll intervals,
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but may be varied by the Contracting Officer if conditions so warrant.
(ii) Not withstanding the provisions of subparagraph (1) hereof,
the Contracting Officer, as provided in the schedule, shall withhold
payment of certain amounts due under this contract. Such amounts shall
become payable upon completion of this contract.
(iii) Unless provisions of the schedule hereof otherwise
specify, the hourly rate or rates set forth in the schedule shall
not be varied by virtue of the Contractor haidng performed work on an
overtime basis. If the schedule provides rates for overtime, the
premium portion of those rates will not be reimbursable unless the over-
time is approved in writing by the Contracting Officer.
(b) Materials (Including Subcontracts).
(i) Allowable costs of direct materials shall be determined
by the Contracting Officer in accordance with Part 21 Section XV, of
the Armed Services Procurement Regulation, The Contractor shall
support all material costs claimed by submitting paid invoices or
storeroom requisitions. Direct materials as referenced by this clause
are defined as those materials whibh enter directly into the end
product, or which are used or consumed directly in connectien with
the furnishing of such product.
(ii) The cost of subcontracts which are authorized pursuant
to the clause hereof entitled "Subcontracts" shall be reimbursable
costs hereunder.
(iii) The Contractor shall, to the extent of its ability,
procure materials at the most advantageous prices available, with
due regard to securing prompt delivery of satisfactory materials,
take ail cash and trade discounts, rebates, allowances, credits,
salvage, commissions, and bonifications, and when unable to take
advantage of such benefits it snail promptly notify the Contracting
Officer to that effect and the reason therefor. Credit shall be
given to the Government for cash and trade discounts, rebates,
allowances, credits, salvage, the value of resulting scrap, when
the amount of such scrap is appreciable, commissions and boni-
fications which have accrued to the benefit of the Contractor or
would have so accrued except for the fault or neglect of the Con-
tractor. Such benefits lost through no fault or neglect on the
part of the Contractor or lost through fault of the Government,
shall not be deducted from gross costs.
(c) As of the date of execution of this contract, there has
been allotted for it the total sum set forth in the schedule. This
sum may be increased from time to time by the Government solely at
its discretion, and the contract shall be amended accordingly. Not-
withstanding any other provisions of this contract, the Contractor shall
not be obligated to perform any services, pursuant hereto, the
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aggregate price 3f which when added to the aggregate price of all
services theretofore furnished pursuant beret': would exceed said
sum, If at any time the Contractor considers it likely that the
aggregate amount set forth in the schedule may be exceeded within
45 days, the Contractor will so notify tb,-; Contracting Officer and
the parties may thereupon enter into negotiations for an amendment
to or modification of this contr4ct, as may be appropriate. Anything
in this contract to the contrary notwithstanding, the Government shall
not be obligated to pay to the Contractor any amount in excess of the
sum allotted for this contract.
5, ASSIGNMENT -OF CLAIMS
(a) Pursuant to the provisions of the Assignment of Claims
Act of 1940 as amended (31 U. S. Code 203, 41 U.S. Code 15), if
this contract provides for payments aggregating 0.2000 or more,
claims for moneys due or to become due to the Contractor from the
Government under this contract may be assigned to a bank, trust
Company, or other financing institution, including any Federal
lending agency, and may thereafter be further assigned and re-
assigned to any such institution. Any such assignment or re-
assignment shall cover all amounts payable under this contract
and not already paid, and shall net be made to mere than one
party, except that any such assignment or reassignment may be
made to one party or agent or tr4stoe for two or more parties
participating in such financing, Notwithstanding any other
provision of this contract, payment to an assignee of any moneys
due or to become due under, this contract shall not, to the extent
provided in said Act as amended,-,be subject to reduction or set-off.
(b) In no event shall copiep of this contract or of any plans,
specifications) or other similar documents relating to work under
this contract, if marked "TOP SECRET," "SECRET, " "CONFIDENTIAL,"
be furnished to any assignee of any claim arising under this con-
tract or to any other person not entitled to receive the same;
PROVIDED, That a copy or any part or all of this contract so
marked may be furnished, or any information contained therein
may be disclosed, to such assignee upon the prior written author-
ization of the Contracting Officer.
(c) The Contractor shall obtain the written authorization of
the Contracting Officer prior to the assignment of any rights under
this contract.
6. EXCUSABLE DELAYS
The Contractor shall not be in default by reason of any failure
in performance of this contract in accordance with its terms (including
any failure by the Contractor to make progress in the prosecution of
the work hereunder which endangers such performance) if such failure
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arises out of causes beyond the control and without the fault or
negligence of the Contractor. Such cause include, but are not
restricted to: acts of God or of the public enemy; acts of the
Government; fires; floods; epidemics; quarantine restrictions;
strikes; freight embargoes; unusually severe weather; and failure of
subcontractors to perform or make progress due to such causes,
unless the Contracting Officer shall have determined that the
supplies or services to be furnished under the subcontract were ob-
tainable from other sources and shall have ordered the Contractor
in writing to procure such service's or supplies from such other
sources, and the Contractor shall have failed reasonably to comply
with such order. Upon request of the Contractor, the Contracting
Officer shall ascertain the fact S and extent of such failure and,
if he shall determine that such failure was occasioned by any one
or more of the said causes, the delivery schedule shall be revised
accordingly subject to the rights of the Government under the clause
hereof entitled "Termination."
7 DISPUTES
Except as otherwise provided in this contract, any dispute
concerning a question of fact arising under this contract which is
not dlsposed 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 thirty
(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 Secretary, and the decision of the
Secretary or his duly atithorized representative for the hearing of
such appeals shall, unless determined by a court of competent juris
diction to have been fraudulent or capricious or arbitrary or so
grossly erroneous as necessarily to imply bad faith, or not supported
by substantial evidence, be final hnd 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 offer evidence in support of its appeal. Pend-
img final decision of a dispute hereunder? the Contractor shall pro-
ceed diligently with the performance of the contract and in accord-
ance with the Contracting Officers decision.
8. NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEPENT
The provisions of this clause shall be applicable only if the
amount of this contract is in excess of w5,000.
(a) The Contractor shall report to the Contracting Officer,
promptly and in reasonable written detail, each notice or claim of
patent infringement based on the performance of this contract of which
the Contractor has knowledge.
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(b) In the event of litigation against the Government on
account of any claim of patent infringement arising out of the per-
formance of this contract or out of the use of any supplies furnished
or work or services performed hereunder, the Contractor shall furnish
to the Government, upon request, all evidence and information in
possession of the Contractor pertaining to such litigation. Such
evidence and information shall be furnished at tae expense of the
Government except in those cases in which the Contractor has agreed
to indemnify the Government against the claim being asserted.
9, BUY ANERICAN ACT
The Contractor agrees that there will be delivered under this
contract only such =manufactured articles, materials and supplies
(which term "articles, materials and supplies" is hereinafter re-
ferred to in this clause as "supplies") as have been mined or pro-
duced 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 America' Act (41 U. S.
Code 10a-d), the foregoing provision shall not apply (i) with
respect to supplies excepted by the Seeretary from the applica-
tion 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 de-
termined by the Secretary 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, or (iv)
with respect to such supplies fro i4 which the supplies to be
delivered under this Contract are manufactured, as are of a
class or kind, determined by the Secretary or his duly author-
ized representative not to be mined, produced, or manufactured,
as the case may be, in the United States in sufficient and rea-
sonably 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 suffi-
cent and reasonably available commercial quantities and of a
satisfactory quality.
10. 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.
11. EIGHT-HOUR LAW OF 1912
This contract, to the extent that it is of a character specified
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in the Eight?Hour Law of 1912 as amended (40 U. S. Code 324,.-320- and
is not covered by the Walsh?Healey Public Contracts Act (41 U. S.
Code 35-45) is subject to the following provisions and exceptions
of said Eight?Hour Law of 1912 as amended, and to all other provi?
sions and exceptions of said Law:
No laborer or mechanic doing any part of the work contemplated
by this contract, in the employ of the Contractor shall be required
,or pGrnitted to work more than eight hours in any one calendar day
upon such work) except upon the condition that compensation is paid
to such laborer or mechanic in accordance with the provisions of
this clause. The wages of every such laborer and mechanic employed
by the Contractor shall be computed on a basic day rate of eight
hours per day; and work in excess of eight hours per day is per?
mitted only upon the condition that every such laborer and meohani,n
snail 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 clanse a
penalty of five dollars shall be 4mposed 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 withoilt receiving'compensation computed in accord?
ance vith this clau4e; and n11 penatios thus imposed shall be
withheld for the use and benefit of the Government.
WALSHHEALEY PUBLIC CONTRACTS ACT.
If this contract is for the manufacture or furnishing of
materials, supplies, articles or equipment in an amount which
exceeds or may exceed a0,000 and is otherwise subject to the
Walsh?Healey Public Contracts Act as amended (41 U. S. Code
35-45), there are hereby incorporated by reference all repre?
sentations and stipulations required by said Act and regulations
issued thereunder by the Secretary of Labor, such representations
and stipulations being subject to all applicable rulings and inter?
pretations of the Secretary of Labor which are now or may hereafter
be in effect, except that the Contractor shall not be required to in?
clude this clause in subcontracts-,issued hereunder when the inclusion
of this clause in a subcontract would jeopardize or conflict with
the security considerations established in connection with this
contract.
13. NONDISCRINZNATION IN EMPLOYMENT
(a) In connection with the performance of work under this con?
tract, the Contractor agrees not to discriminate against any employee
or applicant for employment because of race, religion, color, or
national origin. The aforesaid provision shall include, but not
be limited to, the following: employment, upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoff or ternina?
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tion; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees to post
hereafter in conspicuous places, available for employees and appli-
cants for employment, notices to be provided by the Contracting
Officer setting forth the provisions of the nondiscrimination clause.
(b) The Contractor further agrees to insert the foregoing
provision in subcontracts issued hereunder, except subcontracts for
standard commercial supplies or Faw materials, and except as in-
sertion of the foregoing provision in a subcontract would jeopardize
or conflict with the security considerations established in connec-
tion with this contract.
14. 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
Vine benefit that may arise therefrom; but this provision shall not bo
construed to extend to this contract if made with a corporation for
its general benefit.
15. COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or selling agency has
been employed or retained to solicit or sectre this contract upon
an agreement or understanding fora commission, percentage, broker-
age, or contingent fee, excepting bona fide employeeS or bona fide
established connercial 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 op contingent fee.
2?'"), REPORTING OF ROYALTIES
The provisions of this clause shall be applicable only if
the amount of the contract is in excess of 40,000.
(a) The Contractor shall report in writing (in quadruplicate)
to the Contracting Officer as soon as practicable after execution
of this contract whether or not any royalties in excess of 4250
have been paid or are to be paid -by the Contractor directly to any
person or firm in connection with the performance of this contract.
If royalties in excess of 4250 have been paid or are to be paid to
any person or firm, the report shall include the following items of
information with respect to such royalties (including the initial
4250):
(1) The name and address of each licensor to whom royalties
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in excess of 4;250 have been paid or are to be paid,
The patent numbers, patent application serial numbers
(with filing dates), or other identification of the
basis for such royalties,
The manner of computing the royalties consisting of
(i) a brief identification of each royalty-bearing unit
or process, (ii) the total amount of royalties, and (iii)
the percentage rate or dollars and cents amount of royal-
ties on each such unit or process; PROVIDED that if the
royalties cannot be computed in terms of units or dollars
and cents value, then 4her data showing the manner in
which the Contractor computes the royalties.
(b) In lieu of furnishing a report under paragraph (a), the
Contractor may furnish a single, consolidated report for each
accounting period of the Contractor during which the Contractor
has contracts with the Government, provided the Contractor has
requested and obtained the prior written approval of the Contracting
Officer. Such consolidated report shall be furnished, when the
furnishing thereof has been approved, in the number of copies as
approved, as soon as practicable after the close of the accounting
period covered by the report? Such consolidated report shall be
made in accordance with Contractor's established accounting practice
and shall include, for the accounting period, the total amount of
royalties accruing to each licensor at a rate in excess of y1,000
per annum on the Contractor/s over-all business, together with (i)
the name and address of each such licensor, (ii) the patent numbers,
patent application serial numbers (with filing dates), or other
identification of the basis for such royalties, (iii) a brief
description of the subject matter,of the license under which
royalties are charged, (iv) the percentage rate or unit amount,
or if the royalties do not accrn by rate or unit amount, such
other data showing the manner by which the royalties accrue to
licensor, and (v) an estimate or approximation (without detailed
accounting) of the portion of such royalties that may be attrib-
utable to Government contracts. The Contractor shall, if requested
by the Government, furnish at Government expense a more detailed
allocation of such royalty payments attributable to Government
contracts,
(c) In the event that the Contractor requests written approval
to furnish consolidated reports under paragraph (b) above, the Con-
tracting Officer shall promptly consider the request and furnish to
the Contractor a letter stating whether or not the request is approved
and, notwithstanding any such approval, the Contracting Officer shall
have the right to question any such subsequently furnished report as
to accuracy or completeness of data and to ask for additional in-
formation. The Contractor shall furnish a copy of such letter of
approval to the Contracting Officer administering this contract.
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termination is in the best interests of the Government. Any such
termination shall be effected by delivery to the Contractor of a
Notice of Termination specifying whether termination is for the
default of the Contractor or for the convenience of the Government,.
the extent to which performance of work under the contract is
terminated, and the date upon w4ich such termination becomes
effective. If, after Notice ofTermination of this contract for
default under (1) above, it is determined that the Contractor's
failure to perform or to make progress in performance is due to
causes beyond the control and without the fault or negligence of
the Contractor pursuant to the provisions of the clause of this
contract entitled 'Excusable Delays," the Notice of Termination
shall be deemed to have been iss4ed under (2) above, and the rights
end obligations of the parties hereto shall in such event be governed
accordingly.
(b) After receipt of a Notice of Termination and except as
otherwise directed by the Contra4ting Officer, the Contractor shall
(1) stop work under the contracton-the date and to extent specifiod
in the Notice of Termination; (4 place no further orders or sub?
contracts for materials, serviceS? or facilities except as may be
necessary for completion of such portion of the work under the contra3t
as is not terminated; (3) terminate all orders and subcontracts to
the extent that they relate to the perforMance oP work terminated
by the Notice of Termination; (4) assign to the Government, in the
manner and to the extent directed by the Contracting Officer all of
the right, title, and interest of the Contractor under the orders or
subcontracts so terminated; (5) with the approval or ratification of
the Contracting Officer, which ? approval or ratification shall be final
and conclusive for all the purpose of this clause, settle all out?
standing liabilities and all claimg, arising out of such termination of
orders and subcontracts, the cost of which would be reimbursable, in
whole or in part, in accordance with the proviSions of this contract;
(6) transfer title (to the extent that title has not already been
transferred) and, in the manner, to the extent, and at the times
directed by the Contracting Officer, deliver to the Government (i)
the fabricated or unfabricated parts, work in process, completed
work, supplies, and other material produced as a part of, or acquired
in respect of the performance of, the work terminated by the Notice of
Termination; (ii) the completed or partially completed plans, drawings,
information, and other property which, if the contract had been con,
pleted, would be required to be furnished to the Government; and (iii)
the jigs, dies, fixtures, and other special tools and tooling acquired
or manufactured for the performance of this contract for the cost of
which the Contractor has been or will be reimbursed under this con?
tract; (7) use its best efforts to sell in the manner, at the tine,
to the extent, and at the price or prices directed or authorized ,
by the Contracting Officer, any property of the types referred to in
provision (6) of this paragraph: PROVIDED, HOWEVER, That the
Contractor (i) shall not be required to extend credit to any purchnser7
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and (ii) may acquire any such property under the conditions prescribed
by and at a price or prices approved by the Contracting Officer: AND
PROVIDED PURTHER, That the proceeds of any such transfer or disposition
shall be applied in reduction of any payments to be made by the
Government to the Contractor under this contract or shall otherwise
be credited to the price or cost of work covered by this contract or
paid in such manner as the Contracting Officer nay direct; (8) complete
performance of Such part of the work as shall not have been terminated
by the Notice of Termination; and (9) take such action as may be
necesSary, or as the Contracting Officer may direct, for the protection
and preservation of the property related to this contract which is in
the possession of the Contractor and in which the Government has or
may acquire an interest. The Contractor shall proceed immediately with
the performance of the above obligations notwithstanding any delay in
determining or adjusting any amoUnt reimbursable under the provisons
of this clause. At any time after expiration of the plant clearance
period, as defined in Section VIII, Armed Services Procurement Regulatlon
as it may be amended from time tevtime, the Contractor may submit to the
Contracting Officer a list, certified as to quantity and quality, of
any or all items of termination inventory not previously disposed of,
exclusive of items the disposition of which has been directed or
authorized by the Contracting Officer, arri may request the Government
to remove such items or enter into a storage agreement covering thom
Not later than fifteen (15) days thereafter, the Government will accept
title to such items and remove them or enter into a storage agreement
covering the same, provided that the list submitted shall be subject to
verification by the Contracting Officer upon removal of the items, or
if the items are stored, within forty-five (45) days from the date of
submission of the list, and any necessary adjustment to correct the
list as submitted shall be made prior to final settlement.
(c) After receipt of a Notice of Termination, the Contractor
shall submit to the Contracting =per its termination claim, in
the form and with the certification, prescribed by the Contracting
Officer. Such claim shall be submitted promptly but in no event
later than 2 years from the effective date of termination, unless one
or more extensions in writing are granted by the Contracting Officor
upon request of the Contractor made in writing within such 2-year
period or authorized extension thereof. However, if the Contracting
Officer determines that the facts justify such action, he may receive
and act upon any such termination claim at any time after such 2-year
period or any extension thereof. Upon failure of the Contractor to
submit its termination claim within the time allowed, the Contracting
Officer may determine on the basis of information available to him, the
amount if any due to the Contractor by reason of the termination and
shall thereupon pay to the Contractor the amount so determined.
(d) Subject to the provisions of paragraph (c), the Contractor
and the Contracting Officer may agree upon the whole or any part of
the amount or amounts to be paid to the Contractor by reason of the
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total or partial termination of work pursuant to this clause which
amount or amounts may include a reasonable allowance for profit on
work done. Tho contract shall be amended accordingly, and the Con-
tractor shall be paid the agreed amount.
(e) In the event of the failure of the Contractor and the Con-
tracting Officer to agree in whole or in part, as provided in paragraph
(d) above, as to the amounts to be paid to the Contractor in connection
with the termination of work pursuant to this clause, the Contracting
Officer shall determine on the basis of information available to Mu
the amount, if any, due to the Contractor by reason of the termination
and shall pay to the Contractor the amount determined as follows:
%
(1) If the termination of the contract is for the convenience of
the Government:
(1) There shall be included for direct labor hours (as defined
in the Schedule of the contract) an amount which shall be determdn?d
by multiplying the number of direct labor hours expended prior and up
to the effective date of termination by tho hourly rate or rates set
forth in the Schedule less any hourly rate payments theretofore made
to the Contractor.
(ii) There shall be included therein all costs of material
reimbursable in accordance with this contract not previously paid to
the Contractor for the performance of this contract prior to the effecive
date of the Notice of Termination,
(iii) There shall be included therein the reasonable costs of
settlement, including accounting, local, clerical, and other expenses
reasonably necessary for the preparation of settlment claims and
supporting data with respect to the terminated portion of the contract
and for the termination and settlement of subcontracts thereunder,
together with reasonable storage, transportation, and other costs
incurred in connection with the protection or disposition of termination
inventory.
(2) If the termination of the contract is for the default of the
Contractor:
(i) There shall be included for all direct labor hours (as
defined in the Schedule of the contract) an amount which shall be
determined by multiplying the number of direct labor hours expended
prior and up to the effective date of termination by the hourly rate
or rates set forth in the Schedule less the profit factor contained
therein as indicated in the Schedule and less any hourly rate pay-
ments theretofore made.
(ii) There shall be included therein such costs as are set
forth in subparagraphs (i) (ii) and (iii) of this paragraph (e):
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PROVIDED, HOWEVER, That there shall not be included any amounts for the
preparation of the Contractor's Settlement Proposal?
(3) If the amount determined under subparagraphs (1) and (2),
above, is loss than the total payments theretofore uade to the Con-
tractor, the Contractor shall repay the excess amount to the Government,
(f) The Contractor shall have the right of appeal, undor the
clause of this contract entitled "Disputes," from any determination
made by the Contracting Officer under paragraphs (c) or (e) above,
except that if the Contractor has failed to subnit its claim within
the time provided in paragraph (c) above, and has failed to request
extension of such time, it shall have no such right of appeal. In
any case where the Contracting Officer has made a determination of the
amount due under ,paragraph (c) or (e) above, the Government shall pay
to the Contractor the following: (i) if there is no right of appeal
hereunder or if no timely appeal has been taken, the amount so de-
ternincd by the Contracting Officer, or (ii) if an appeal has boon
taken, the amount finally determined on such aPPeal.
(g) In arriving at the amount due to the Contractor under this
clause there shall be deducted (1) all unliquidated advance or other
unliquidated payments theretofore made to the Contractor, (2) any
claim which the Govornnent may have against the Contractor in connection
with this contract, and (3) the agreed price for, or the proceeds of
sale of any materials, supplies, or other things acquired by the Con-
tractor or sold pursuant to the provisions of this clause and not
otherwise recovered by or credited to the Government,
(h) In the event of a partial termination, the portion of the
contract relating to hourly rates which are payable with respect to
the work under the continued portion of the contract shall be equitably
adjusted by abrcement between the Contractor and tho Contracting Officer,
and such adjustment shall be evidenced by an ax,endnent to this contract.
(i) The Government may from time to time, under such terms and
conditions as it may prescribe, make partial payments and payments on
account against costs incurred by the Contractor in connection with the
terminated portion of the contract whenever in the opinion of the
Contracting Officer the aggregate of such payments shall be within the
amount to which the Contractor will be entitled hereunder? If the
total of such payments is in excess of the amount finally determined
to be due under this clause, such excess shall be payable by the Con-
tractor to the Government upon demand, together with interest com-
puted at the rate of 6 percent per annum, for the period frou the
date such excess is repaid to the Government; PROVIDED, HOWEVER, That
no interest shall be charged with respect to any such excess payment
attributable to a reduction in the Contractor's claim by reason of
retention or other disposition of termination inventory until 10 days
after the date of such retention or disposition.
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(j) Unless otherwise provided for in this contract, or by
applicable statute, the Contractor from the effective date of
termination and for a period of 6 years after final settlement under
this contract shall preserve and make available to the Government
at all reasonable times at the office of the Contractor, but without
direct charge to the Government, all its books, records, documents,
and other evidence bearing on tho cost and expenses of the Contractor
under this contract and relating tothe work terminated hereunder, or,
to the extent approved by the Contracting Officer, photographs,
microphotographs, or other authentic reproductions thereof.
18, SUBCONTRACTS
(a) Nc, contracts shall be made by the Contractor for the
furnishing of any of the work herein contracted for without the
written approval of the Contracting Officer For the purposes of
this clause, purchase of raw material or commercial stock items shall
not be considered work.
(b) The Contractor agrees that no subcontract Flaced under this
contract shall provide for payment on a cost-plus-percentage-of-cost
basis.
19,, RECORDS.
(a) (1) The Contractor agrees to maintain books, records,
documents and other evidence pertaining to the costs and expenses of
this contract (hereinafter collectively called the "records") to the
extent and in such detail as will properly reflect all net Costs,
direct and indirect, of labor, materials, equipment, supplies and
services, and other costs and expenses of whatever nature for which
reimbursement is claimed under theAprovisions of this contract. The
Contractor's accounting procedures and practices sha31 be subject to
the approval of the Contracting Officer;. PROVIDED, however, that no
material change will be required to be made in the Contractorts
accounting procedures and practices if they conform to generally
accepted accounting practices and if the costs properly applicable to
this contract are readily ascertainable therefrom.
(2) The Contractor agrees to make available at the office
of the Contractor at all reasonable times during the period set
forth in subparagraph (4) below any of the records for inspection,
audit or reproduction by the Comptroller of the Contracting
Government agency or his authorized representatives.
(3) In the event the Comptroller of the Contracting
Government agency or any of his duly authorized representatives
determines that his audit of the amounts reimbursed under this
contract as transportation charges will be made at a place other
than the office of the Contractor, the Contractor agrees to deliver,
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with the reimbursement voucher covering such charges or as may be
otherwide specified within two years after reimbursement of charges
covered by any such voucher, to such representative as may be
designated for that -ourpose through the Contracting Officer such
documentary evidence in support pf transportation costs as may be
required by the Comptroller of the Contracting Government agency
or any of his duly authorized ropr_esentaives,
(4) Except for documentary evidence delivered to the
Government pursuant to subparabraph (3) above, the Contractor shall
preserve and make available its records for a period of six years
(unless a longer period of time id provided by applicable statute)
from the date of the voucher or invoice subnitted by the Contractor
after the completion of the work under the contract and desigrated
by the Contractor as the "completion voucher" or "completion live'.ee."
or, in the event this contract has been completely teruinated, from
the date of the termination settlement agreement; PROVIDED, however,
that records which relate to (A) appeals under the claUse of this
contract entitled "Disputes," (3) litigation or the settlement of
claims arising out of the perforuhnce of this contract, or (C) costs
or expenses of the contract as to which exception has been taken by
the Comptroller of the Contracting Government agency or any of his
duly authorized representatives, shall be retained by the Contractor
until such appeals, litigation, claims, or exceptions have been dis-
posed of, but in no event for less than the Six-year period mentioned
above.
(5) Except for documentary evidence delivered pursuant to
subparagraph (3) above, and the records described in the proviso of
stIparagraph (4) above, the Contractor may in fulfillment of :Lts
obligation to retain its records as required by this clause, sub-
stitute photographs, nicro-photographs or other authentic reproduc-
tions of such records, after the oxpiration of two years following
the last day of the month of reinburonent to the Contractor of the
invoice or voucher to which such records relate, unless a shorter
period is authorized by the Contracting Officer with the concurrence
of the Comptroller of the Contracting Government agency or his duly
authorized representative.
(6) The provisions of this paragraph (a), including this
subparagraph (6), shall be applicable to and included in each sub-
contract hereunder which is on a cost, cost-plus-a--fixed-fee, time-
end--material or labor-hour basis.
(b) The Contractor further agrees to include in each of his
subcontracts hereunder, other than those set forth in subparagraph
(a) (6) above, a provision to the effect that the subcontractor
agrees that the Comptroller of the Contracting Government agency or any
of his duly authorized representatives, shall, until the expiration
of three years after final payment under the subcontract, have acCess
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to and the right to examine any directly pertinent books, ducuments,
papers, and records of such subcontractor involving transactions
related to the subcontract, The term "subcontract," as used in this
paragraph (b) only, excludes (i) purchase orders not exceeding '01p000
and (ii) subcontracts or purchaser orders for public utility services
at rates established for uniform' applicability to the general public.
20. GRATUITIES
(a) The Government may, by written notice to the Contractor,
terminate the right of the Contractor to proceed under this
contract if it is found, after notice and hearing, by the
Secretary or his duly authorized representative, that grat-
uities (in the form of entertainment, gifts, or otherwise)
were offered or given by the Contractor, or any agent or
representative of the Contractor, to any officer or employee
of the Government with a view toward securing a contract or
securing favorable treatment with respect to the awarding or
Emending, or the ricking of any determinations with respect to
the performance of such contract; PROVIDED, That the existence
of the facts upon which the Secretary of his dilly authorized
representative makes such findings shall be in issue and
be reviewed in any competent court.
(b) In the event this contract is terminated as provided in
paragraph (a) hereof, the Government shall be entitled (i) to
pursue the same remedies against the Contractor as it could
pursue in the event of a breach of the contract by the Con-
tractor, and (ii) as a penalty in addition to any other damages
to which it nay be entitled by law: to exemplary damages in an
amount (as determined by the Secretary or his duly authorized
representative) which shall be not less than three nor more
than ten tines the costs incurred by the Contractor in provid-
ing any such gratuities to any such officer of employee.
(c) The rights and remedies of the Government provided in this
clause shall not be exclusive and are in addition to any other
rights and remedies provided by law or under this contract,
21, GOVERNMENT-FURNISHED PROPERTY
(a) The Government shall deliver to the Contractor, for use
in connection with and under the terns of this contract, the
property described in the Schedule or specifications, together
with such related data and information as the Contractor may re-
quest and as may reasonably be required for the intended use of
such property (hereinafter referred to as "Government-furnished
Property"). The delivery or performance dates for the supplies or
services to be furnished by the Contractor under this contract are
based upon the expectation that Government-furnished Property
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suitable for use will be delivered to the Contractor at the times
stated in the Schedule or, if not so stated, in sufficient time to
enable the Contractor to meet such delivery or performance dates.
In the event that Government-furnished Property is not delivered to
the Contractor by such time or times, the Contracting Officer shall,
upon timely written request Lode by the Contractor, make a determination
of the delay occasioned the Contractor thereby, and shall equitably
adjust the delivery or performance dates or the contract price, or
both, and any other contractual provision affected by such delay, in
accordance with the procedures provided for in the clause of this
contract entitled "Changes." In the event the Government-furnished
Property is received by the Contractor in a condition not suitable
for the intended use the Contractor shall, upon receipt thereof,
notify the Contracting Officer of such fact and, as directed by the
Contracting Officer, either (i) return such property at the Gove-11-
ments expense or otherwise dispose of the property, or (ii) effect
repairs or modifications. Upon the completion of (i) or (ii) above,
the Contracting Officer upon written request of the Contractor shall
equitably adjust the delivery or performance dates or the contract
price, or both, and any other contractual provision affected by the
rejection or disposition or the repnir or modification, in accordance
with the proeedures provided for in the clause of this contracte4nbled
"Chan-es," The foregoing provisiens for adjustment are exclusive and
the Government shall not be liable to Suit for breach of contract by
reason of any delay in delivery of Government-furnished Property or
delivery of such property in a condition not suitable for its intended
USO 0 t
(b) By notice in writing the Contracting Officer may decrease
the property furnished or to be furnished by the Government under
this contract. In any such casey'the Contracting Officer upon the
written request of the Contractor shall equitably adjust the delivery
or performance dates Or the contraCt price, or both, and any other
contractual provisions affected by the decrease, in accordance with the
procedures provided for in the clause of this contract entitled "Changes
(c) Title to the Government-furnished property shall remain in the
Government. Title to Government-furnished property shall not be
affected by the incorporation or attachment thereof to any property
not owned by the Government, nor shall such Government-furnished
property, or any part thereof, be or become a fixture or lose its
identity as personalty by reason of affixation to any realty. The
Contractor shall maintain adequate property control records of
Government-furnished property in accordance with the provisions of the
"Manual for the Control of Government Property in the Possession of
Contractors" (Appendix B, Armed Services Procurement Regulation) as
in effect on the date of the contract, which Manual is hereby incor-
porated by reference and made a part of this contract.
(d) The Governmnet-furnished property shall, unless otherwise
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provided herein, be used only for the performance of this contract.
(e) The Contractor shall maintain and administer, in accordance
with sound industrial practice, a program for the maintenance, repair,
protection and preservation of Government-furnished property, until
disposed of by the Contractor in accordance with this clause. In the
event that any damage occurs to Government-furnished Property the
risk of which has been assumed by the Government under this contract,
the Government shall replace such items or the Contractor shall make
such repair of the property as the Government directs; provided,
however, that if the Contractor cannot effect such repair within the
time required, the Contractor shall dispose of such property in the
manner directed by the Contracting Officer. The contract price
includes no compensation to the Contractor for the performance of
any repair or replacement for which the Government is respons2blo,
and an equitable adjustment will be made in the contract price for
any such repair or replacement of Gdvernment-furnished property made
at the direction of the Government. Any repair or replacement for
which the Contractor is responsible under the provisions of this
contract shall be accomplished by the Contractor at its own expense
(f) (i) Except for loss, destruction or damage resulting from
a failure of the Contractor, due to willful misconduct or lack of
good faith of any of the Contractor's managerial personnel as defined
herein, to maintain and administer the program for the maintenance,
repair, protection and preservation of the Government-furnished
property as required by paragraph (e) hereof, and except as specifically
provided in clause (s) of this contract or in the clause or
clauses of this contract designated in the Schedule, the Contractor
shall not be liable for loss or destruction of or damage to the Govern-
ment-furnished property (A) caused lay any peril while the property is
in transit off the Contractor's prcpases, or (B) caused by any of the
following perils while the property is on the Contractorts or sub-
contractorls premises, or on any other premises where such property
may properly be located, or by removal therefrom because of any of the
following perils:
(I) Fire; lightning; windstorm, cyclone, tornado, hail;
explosion; riot, riot attending a strike, civil commotion; vandalism
and malicious mischief; sabotage; aircraft or objects falling therefrom;
vehicles running on land or tracks, clxcluding vehicles owned or
operated by the Contractor or any agent or employee of the Contractor;
smoke; sprinkler leakage; earthquake or volcanic eruption; flood, meaning
thereby rising; of a body of water; hostile or warlike action, including
action in hindering, combating, or defending against an actual, impend-
inj, or expected attack by any government or sovereign power (de jure
or do faato), or by any authority using military, naval, or air forces,
or by an agent of any such government, power, authority, or forces; or
(II) Other peril, of a typo not listed above, if such other
peril is customarily covered by insurance (or by a reserve for self-
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insurance) in accordance with the normal practice of the Contractor,
or the prevailing practice in the ipaustry in which the Contractor is
engaged with respect to similar property in the same general locale.
The perils as set forth in (A) cud (B) above are hereinafter
called "excepted perils."
This clause shall not be construed as relieving a subcontractor
from liability for loss or destruction of or damage to the Government-
Furnished property while in its possession or control, except to the
extent that the subcontract, with the prior approval of the Contracting
Officer, may provide for the relief of the subcontractor from such
liability. In the absence of such approval, the subcontract shall
contain appropriate provisions requiring the return of all Governioont-
Fusnished property in as good condition as when received, excopt for
reasonable wear and tear or for the utilization of the property in
accordance with the provisions of the prime contract.
The term "Contractorts managerial personnel" as used herein moans
the Contractor's directors, officers and any of its managers) superinten-
dents, or other equivalent representatives who have supervision or
direction of (I) all or substantially all of the Contractor's busineoe;
(II) all or substantially all of the Contractor's operation at any one
plant or separate location at which the contract is being performed;
(III) a separate and complete major industrial operation in connection
with the performance of this contract.
(ii) The Contractor represents that it is not including :In the
price hereunder, and agrees that it will not hereafter include in any
price to the Government, anycharge or reserve for insurance (including
self-insurance funds or reserves) covering loss or destruction of or
damage to the Government-furnished property caused by any excepted peril?
(III) Upon the happening of loss or destruction of or damage to
any Government-furnished property caused by an excepted peril, the
Contractor shall notify the Contracting Officer thereof, and shall
communicate with the 1,,,ss and Salvage Organizations If any, now or
hereafter designated by the Contracting Officer, and with the assistance
of the Loss and Salvage Organization so designated (unless the Con-
tracting Officer has directed that no such organization be employed),
shall take all reasonable steps to protect the Government-furnished
property from further damage, separate the damaged and undamaged Govern-
ment-furnished property, put all the Government-furnished property
in the best possible order, and furnish to the Contracting Officer a
statement of ; (A) the lost, destroyed and damaged Government-furnished
property (B) the tine and origin of the loss, destruction or damage,
(C) all known interests in commingled preporty of which the Government-
furnished property is a part, and (D) the insurance, if any, covering
any part of or interest in such commingled property. The Contractor
shall be reimbursed for the expenditures made by it in performing
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its obligations under this subparagraph (iii) (including charges made
to the Contractor by the Loss and Salvage Organization, except any of
such charges the payment of which the Government has, at its option,
assumed directly), to the extent approved by the Contracting Officer
and set forth in a Supplemental AProe;ient,
(iv) With the approval of the Contracting Officer after loss or
destruction of or damage to Government-furnished property, and subject
to such conditions and limitations as may be jnposed by the Contracting
Officer, the Contractor may, in order to minimize the loss to the Gov-
ernment or in order to permit resunption of business or the like, sel2
for the account of the Government any item of Government-furnished
property which has been damaged beyond practicable repair, or which
is so commingled or combined with property of others, including the
Contractor, that separation is impracticable.
(v) Except to the extent of ,any loss or destruction of or
damage to Government-furnished property for which the Contractor jo
relieved of liability under the foregoing provisions of this clause,
and except for reasonable wear and tear or depreciation, or the-utliizatl.c.c,
of the Government-furnished property in accordance with the provisions
of this contract, the Government-furnished property (other thanpre-,er;y
permitted to be sold) shall be returned to the Government in as good
condition as When received by the Contractor in connection with this
contract, or as repaired under paragraph (e) above.
(vi) In the event the Contractor is reimbursed or compensated
for any loss or destruction of or damage to the Government-furnished
property, caused by an excepted peril, it shall equitably reimburse
the Government. The Contractor shall do nothing to prejudice the
Government Ys rights to recover against third parties for any such
loss, destruction or damage and, upon the request of the Contracting
Officer, shall at the Governmentls expense, furniSh to the Government
all reasonable assistance and cooperation (inclining the prosecution
of suit and the execution of instruments of assignment in favor of the
Government) in obtaining recovery. In addition, where a subcontractor
has not been relieved from liability for any loss or destruction of or
damage to the Government-Furnished property, the Contractor shall enforce
the liability of the subcontractor for such loss or destruction of or
damage to the Government-Furnished property for the benefit of the
Government.
(vii) (Whore applicable). In the event any aircraft are to be
furnished unler this contract, any loss or destruction of, or damage
to, such aircraft or other Government-furnished property occurring in
connection with operations of said aircraft w1 l be governed by the
clause of this contract captioned 'alight Risks", to the extent such
clause is, by its terms, applicable.
(E) The Government shall at all reasonab e times have access to
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the premises whorein any Government-furnished property is located.
(h) Upon the completion of this contract, or at such earlier
date as may be fixed by the Contracting Officer, the Contractor
shall submit, in a form acceptable to the Contracting Officer;
inventory schedules covering all items of Government-furnished property
not consumed in the performance of tnis contract (including any result-
ine scrap), or not theretofore delivered to the Government, and shall
deliver or mak() such other disposal of such Government-furnisned
property, as may be directed or authorized by the Contracting Officer.
Recoverable scrap from Govern:lent?furnished property shall be reported
in accordance with a procedure and in such form as the Contracting Offi-
cer may direct. The net proceeds of any such disposal shall be credited
to the contract price or shall be paid in sudh other manner as the Con-
tracting Officer may direct.
(i) Directions of the Contracting Officer and communications of
the Contractor shall be in writine,
22, EMPLOYMENT OF ALIENS
If this contract calls for furnishing or constructing nircrafts
aircraft parts, or aeronautical aecessories, no aliens employed by
the ContraCtor shall be permitted to have access to the plans or
specifications, or the work under constructiohj or to participate
in the contract trials, without the written consent beforehand of
the Secretary or his duly authorized representative.
23, MILITARY SECURITY REQUIREMENTS
(a) The provisions of this clause shall apply to the extent
that this contract involves access to security information classified
"Confidential" including "Confidential?Modified Handling Authorized"
or hiLLor
(b) The Government shall notify the Contractor of the security
classification of this contract and the elements thereof, and of any
subsequent revisions in such security classification, by the use of
a Security Requirements Check List (DD Form 254 and 254-1).
(c) To the extent the Government has indicated as of the date
of this contract, or thereafter indicates, security classification
under this contract as provided in paragraph (b) above, the Con-
tractor shall safeguard all classified elements of this contract and
shall provide and maintain a system of security controls within its
own organization in accordance with the requirements of:
(i) the Security Agreement (DD Form 441), including the
Department of Defense Industrial Security Manual for Safeguarding
Classified Information as in effect on date of this contract, and
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any modification to the Security Agreement for the purpose of
adapting the Manual to the Contractors business; and
(ii) any amendments to said Manual made after the date of
this contract, notice of which 4as been furnished to the Contractor
by the Security Office of thp Military Department having security
cognizance over the facility,
(d) Representatives of the Military Department having
security c-,gnizance over the facility and representatives of the
contracting Military Department shall have the right to inspect at
reasonable intervals the procedures, methods, and facilities utilir3ed
by the Contractor in complying with the security requirements under
this contract. Should the Government, through its authorized repre-
sentative, determine that the Contractor has not complied with s')o4
requirements, the Government shall inform the Contractor in writing
of the proper actions to be taken in order to effect compliance 1,6'th
such requirements.
(e) If, subseqUent to the arlte of this contract, the security
classifications or requirements under this contract are changed by
the Government as provided in this clause and the security costs'
under this contract are thereby increased or decreased, the con-
tract price shall be subject to an equitable adjustment by reason
of such increased or decreased costs. Any equitable adjustment
shall be accomplished in the same manner as if such changes were
directal under the "Changes" clause in this contract.
The Contractor agrees to insert, in all subcontracts here-
under which involve access to classified security information, pro-
visions which shall conform substantially to the language of this
clause, including this paragraph (,f) but excluding the last sentence
of paragraph (e) of this clause.
(g) The Contractor also agrees that it shall determine that
any subcontractor proposed by it for the furnishing of supplies
and services which will involve access to classified information
in the Contractor/s custody has boon granted an appropriate facility
security clearance, which is still in effect, prior to being accorded
access to such classified security information.
24? COPYRIGHT
(a) The Contractor agrees to and does hereby grant to the Govern-
ment, and to its officers, agents and employees acting within the
scope of thior official duties, (i) a royalty-free, nonexclusive
and irrevocable license to reproduce, translate2 publish, use,
and dispose of, and to authorize others so to do, all copyright-
able material first produced or composed and delivered to the
Government under this contract by the Contractor, its employees
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or any individual or concern specifically employed or assigned to
originate and prepare such materiai and (ii) a license as afore-
said under any and all copyri,hted or copyrightable work not first
produced or composed by the Contractor in the performance of this
contract but whicn is incorp4ated in the material furnished under
this 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 i;rant such
license without becoming liable to pay compensation to others
solely because of such grant.
25. FILING OF PATENT APPLICATIONS
(a) Before filing or causing to be filed a patent application
disclosing any subject matter of this contract, which subject
matter is classified "Secret" or hither, the Contractor shall,
citing the thirty (30) day provision below, transmit the pro-
posed application to the Contracting Officer for determination
whether, for reasons of national security, such application
should be placed under an order of secrecy or sealed in accord-
ance with the provisions of 35 U. $. Code 181-188 or the issuance
of a patent should be otherwise delayed under pertinent statutes
or regulations; and the Contractor shall observe any instructions
of the Contracting, Officer with respect to the manner of delivery
of the patent application to the "LT. S. Patent Office for
but the Contractor shall not be denied the right to file such
patent application. If the Contracting Officer shall not have
Liven any such instructions within thirty,(30)days from the date
of Ladling or other transmittal of the proposed application, the
Contractor may file the applicatien.
(b) The Contractor shall furnish to the Contracting Officer, at
the time of or prior to the time when the Contractor files or
causes to be filed a patent application disclosing any subject
matter of this contract, which subject Latter is classified
"Confidential," a copy of such application for determination
whether, for reasons of national security, such application
should be placed under an order of secrecy or the issuance of
a patent should be otherwise delayed 9nder pertinent statutes
or regulations,
(c) In filing any patent applination colain6 within the scope of
this clause, the Contractor shall observe all applicable security
retulations covering the transmission of classified subject matter.
NOTICE TO TBE-GOVERUWEgi-OF LABOTt DISPUTES
Whenever the Contractor has knowledge that any actual or potential
labor dispute is delayiab or threatens to delay the timely performance
of this contract, the Contractor shall immediately give notice thereof,
including all relevant information with respect thereto, to the Con-
tracting Officer.
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?111.4 27. AUTHORIZATION AND CONSENT
The Government hereby Lives its authorization and consent
(witaout prejudice to its riLats of indemnAfication, if such riEhts
are provided for in this contract) for all usc and manufacture, in
the performance of this contract or any part hereof or any amend?
ment hereto or any subcontract hereunder (Includin: any lower?tier
subcontract), of any patented invention (i) embodied in the struc?
ture or composition of any article the delivery of which is accepted
by the Government under this contract, or (ii) utilized in the
machinery, tools, or methods the use of which necessarily results
from compliance by the Contractor or the usinL subcontractor with
(a) specifications or written provisions now or hereafter forminL
a part of this contract, or (0 specific written instructions
Eiven by the Contractin, Officer airectinL the manner of perfor?
mance. The Contractorls entire liability to the Government fur
patent infrinLement shell be determined solely by the provisions
of the indemnity clause, if any, included in the contract and the
Government assumes liability for L11 other infrinLement to the
extent of the authorization and consent hereinabove
28, ALTERJA.TIONS INHCOATRACT
The folloWinL alterations were made in this Contract prior to
signature thereof by the partiesto this contract:
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1OrDISCIIIMINAT10ifi Byer,onsmi
In connection with the performance of work unaer this contract, the.
contractor agrees as follows;
(1) The contractor will not discriminete aeatest any emp/oyee or.
applioant for emplopeent because of race, creen, color, or national origen.?
The Contractor vill tele affirmative action to ensure that applicants are
employed, and that employees are treated (Juries employment, without reegard
to their race, creed, color or national origin. Such action shall include,
but not be 3ieJted to, the following: Eraplorment, upgrading: demotion or
transfer; recruitment or recruitment edvertising; layoff or termdnation;
rates of pay or other forms of compeneation; end selection for training,
including apprenticeship. The contractor agrees to post in conspicuoue
places, available to emeloyees and applicants for employment, notices to be
provided by the contracting officer setting forth the provisions of this
nondiscrimination cdause'.
(2) The contractor will, in all solicitations or advertisements for
eaployeeselaced by or on behalf of the contractor, stat?e that all rine/Vied
applicants will receive consideration for employment without regard to race,
creed, color, or national origin.
(3) The contractor will send to each labor union or representative of
workers with Uhl& he has a collective.bargnining agreement or other contract
or understanding, a notice, to be provided by the agency contracting officer,
advising the said labor union or workers representative of the contractor's
commitments under this section, and shall post copies of the notice in
conspicuous places available to employees and applicante for employment.
.(Ii.) The contractor will comply 'with all peovisions of Executive Order
No. 10925 of March 6, 1961, and of the rules, reeplations, and relevant
orders of The President's Committee on Equal Employment Cpeortunity created
thereby.
. e(5) The contractor will furnish all intanneUon end repetts reeuired
by Executive Order No. 10925 of )arch6, 1961, and by the =leo, regulations,
and orders of the said Committee or pursuant thereto, and 41,11 permit access .7
to his books, records, and accounts by the contracting agency am: the Committee
for purposes of investigation to ascertain compliance with such roles,
regulations, and orders.
(6) In the evert of the contractor's non-complianteadth the nondis-
crimination clauses of this contract or with any of the said rules, regulations,
or orders, this contract may be cancelled in 'whole or in part and the
contractor may be declared ineligible for further government contracts ta
accordance 'with procedures authorized in Executive Order No. 10925 of March
60 1961, and such other sanctions may be imposed and remedies invoked as
provided in the said Executive Order or by rule, regulation, or order of no
President's Coraitteo on Equal Employment Opportunity, or as otherwise prorided
? by law.
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, (7) The contractor will include the provisions of the fl'omgoing
paregrephs (1) throuda (6) in emery subcontract or purchase uhless
exempted by ruls, ms.11&t2ons2 or orders of The Presidenfs Comittee
on 2Tml Zmplrimt OTI,ortunity issued. pursuant to Sr.iction 33 of Executive
Order Vo, 10925 of DIt..1.4:th 6, 19611 so that sudh provioio vi.11 be binding
with respect to ext3r FP.I.br;ori.tx*.L.It or, purcharm orier as trlo?! as'ciacy
may direct as a MITA$ of enforolng suda provisiono, Incltadiuz aemtions for
noa-compliwAce; PciJ4,hoyavtr,, that in the avant thz con.r.9.,ator bacomos
involvQd tu,, or is thrsatened vith? litigation with a sv.bconi.,r4ctor or Tvndor
412),3 Mnilt: SaCil. CUD Z -{:17,1.0j3 tar:: contra,vtin as41);-.;:hey: t.:10,:):41T0tC)r atiNy-
rfuost tbo thlited ate3 to ent.er tut* such ptot-.,e,A
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