NEGOTIATED CONTRACT

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP67B00820R000200130007-3
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 45
• Document Creation Date: December 12, 2016
• Document Release Date: March 5, 2002
• Sequence Number: 7
• Publication Date: September 4, 1962
• Content Type: CONT

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NEGOTIATED CONTRACT
CONTRACT NO. HF-K-8275
The Firewel Company, Inc.
3685 Broadway
Buffalo, New York
Contract For: See Schedule Contract Price:
$58,510.20
Mail Voucher 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 Con-
tracting Officer executing this contract, and the above-named Cor-
poration incorporated in the State of New York, hereinafter called
the Contractor.
The parties hereto agree that the Contractor shall furnish the facil-
ities and deliver all supplies and perform all the services set forth
in the attadhed schedule issued hereunder, for the consideration
stated herein.
The rights and obligations of the parties to this contract shall be
subject to and governed by the attached Schedule, Exhibit "A'', and
General Provisions, Which, together with this signature page and
the accompanying certificate, comprise this Contract No. HF-K-8275.
In the event of any inconsistency between the Schedule and the
General Provisions, the Schedule shall control.
IN WITNESSWHEREgittille2parties hereto have executed this contract
as of 4 St.r p 1962.
larrimaor OOMPANY INC.
TITLE
THE UNITED STATES OF AMERICA
BY
Contracting Officer /
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Contract No. HF-K-8275
CERTIFICATE
, certify that
I am the of the Corporation named
as Contractor herein; that who
,,igned this contract on behalf of the Contractor was then
of said Corporation; that said contract
was duly signed for and in behalf of said Corporation by authority of
its governing body, and is within the scope of its Corporate powers.
(Corporate Seal)
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ssfehtract No. HF-K-8275
INDEX TO SCHEDULE
Page
PART I CONTRACT WORK 4
PART II DELIVERY 4
PART III PAYMENTS 4
PART IV WAIVER OF REQUIREMENTS OF GENERAL PROVISIONS- - - 4
PART V SPECIAL SECURITY RESTRICTIONS 4-5
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SFRPrr
SCHEDULE
PART I - CONTRACT WORK
Contract No. HE-K-8275
The Contractor shall furnish and deliver to the Government all
items of equipment set?brth in EXHIBIT "A". Said EXHIBIT "A" is
attached hereto and made a part of this contract.
PART II - DELIVERY
The equipment set forth in EXHIBIT "A" shall be delivered F.O.B.
to the Consignee designated by the Contracting Officer at the West
Coast Depot for transhipment by the Government to the vehicle manu-
facturer. All shipments shall be marked for
Deliveries shall be made in accordance with the schedule stated
EXHIBIT "A".
PART III - PAYMENTS
in
In accordance with the clause of the General Provisions of this
contract entitled "PAYMENTS the Government shall pay the Contractor
upon satisfactory performance of this contract, as full payment for
the equipment to be furnished hereunder, the amount of $58,510.20.
PART IV - WAIVER OF REQUIREMENTS OF GENERAL PROVISIONS
Notwithstanding the requirements of any of the General Provis-
ions of this contract to the contrary, Whensoever the Contractor, in
performance of the work under this contract, shall find that the re-
quirements of any of the clauses of the General Provisions are in con-
flict with security instructions issued to the Contractor by the Con-
tracting 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 auth-
orized 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
any clauses of the General Provisions in conflict with the stipulations
of such subcontract.
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
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Contract No. HF-K-8275
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 aty clause or section of this contract to the con-
trary, the Contractor shall not interpret any clause or section of
this contract as requiring or permitting divulgence of such information
to any person, public or private, or to any officer or department of
the Government without the express consent of the Contracting Officer
or his duly authorized representative for security matters.
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EXHIBIT "A"
Item No. Description
1 Vehicle Hardware System,
comprised of the following
components in the quantities
stated:
"11000
Sub-Item
1.1
1.2
1.3
1.4
1.5
1.6
1.1
1.3
Contract No. HF-K-8275
Quantity Unit Unit Price Amount
7
ea. $8,358 .60
Quantity Description
1 ea. Oxygen Control Panel Assembly
1 ea.
1 ea.
2 ea.
2 ea. Valve Assembly Filler
Disconnect Assembly Suit Ventilation
Bracket, Support, Vent Disconnect
Indicator, Oxygen Overboard
lea.
1 ea.
2 ea.
2 ea.
2 ea.
2 ea.
2 ea.
2 ea.
2 ea.
Disconnect Assembly, Oxygen, Dual
Gage, Dual High pressure (0-2000)
Pressure Reducer & 02 Cylinder
Assembly
Valve Assembly Self Checking
Cylinder, High Pressure
Pressure Reducer Assembly
Bracket, Support Pressure Reducer
Clamp
Switch, High Pressure
$58,510.20
Part No.
AN 203 00-1*
DN 206 00-5
DN 206 25-1
DN 214 00-1
DN 215 00-1
DN 218 00-1
DN 222 02-1
DN 240 00-1*
AN 213 00-1
DN 225 00-1
DN 229 00-1
DN 229 26-I
DN 229 29-7
DN 601 03-1
*Price based on current configuration and is subject to change when final con-
figuration using hard seats on "on-off valve" and high pressure reducer is
completed. Any adjustment in price shall be subject to negotiations and
re-
fleeted by an amendment to this contract.
DELIVERY SCHEDULE: Deliveries of the Vehicle hardware systems shall commence
on or before 1 March 1963 and shall continue at the rate of
2 systems per month thereafter until completion.
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INDEX TO GENERAL PROVISIONS
Clause No. agatiElg.
1. DEFINITIONS......00.00000000000?0000000040000000000000 ,
4
2. CHANGES00000.00.0000000000000000000000?000?0o?05000000 1
3? EXTRAS00000000000000poomeg00000000000000000000000oos 2
49 VARIATION IN QUANTITY............. .000??00?00000000000 2
5. INSPECTION. ?0 0000000000o0000000000000500000000000000? 0 2
6. RESPONSIBILITY FOR SUPPLIES000000000000?0000000??810-00. 3
7, PAYMENTS 000 o 0 ? 0 . ? 000099000000500000500000090000000009. 4
8. ASSIGNMENT OF CLAIMS .0?00.0.0?00.0?00?00.....0?00.00.? 4
9. ADDITIONAL BOND SECURITY.00000000000-0??000000.0.0?60600 4
10. FEDERALp STATES AND LOCAL TAXES.??0?..... ?0000?0?00 g
.e,
11. DEFAULT... 0000000000000000?000000500000000000000000000 7
12. DISPUTES00.......?00?.00.00.?00 0000600000000000000000? 8
13. SOVIET-CONTROLLED AREAS
................?.?.........?.. 9
14. EIGHT-HOUR LAW OF 1912-OVERTIME COMPENSATION, ..0.00..? 9
15. WALSH-HEALEY PUBLIC CONTRACTS. ACT0?000500..?0000000100 9
16, NONDISCRIMINATION IN EMPLOYMENT?.......o.o?oo......0?6-10
17. .OFFICIALS NOT TO BENEFIT.00?00.....?0??0000.0.?00.00.. 10
18. COVENANT AGAINST CONTINGENT FEES ? 00??000?0000008000010
19. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT........, 11
20. AUTHORIZATION AND 0ONSENT...0.0......o...0...o. moo.. 16
21, NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT... 16
22. BUY AMERICAN 17
23. FILING OF PATENT APPLICATIONS.... 0.0..00.000e.?000000? 18
24m PATENT RICHTS,00?0000000000000,000.0000000000000?08100
15
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
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DATA ...00000?0000000005000080000000000000000000000005
23
MILITARY SECURITY REQUIREMENTS 0000000000000?0?0000000? 24
UTILIZATION OF SMALL BUSINESS CONCERNS.000000000.0.001 26
EXAMINATION OF RECORDS... 006000000000000050050?0.00000 26
GRATUITIES?... om000eo0000000oep000000000?000ee000tio,0 26
CONVICT LABOR.....000000000000000000000000060008000009 27
MATERIAL INSPECTION AND RECEIVING REPo1r,000000000000.
27
SUBCONTRACTS... em0000.o..o0.00....0....e..........o? 27
SUBCONTRACTS. 00000000000000000000000e0000000000......0 27
GROUND AND FLIGHT RISK.............0000000000000000000 28
INSPECTION AND AUDIT 000000000000.00.0.000000550000000? 33
GOVERNIENT?JURNISHED PROPERTY0 0 0000000009-0000 000000 500
34
ALTERATIONS IN CONTRACT?.?... ....................... 38
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GENERAL PROVISIOle
1.pEFIITTIONS (ASPR 7,10.1)
? As used throughout this contract, the following term s shall have
the meanings set forth belows
,i114 The term. "Secretary" means the Secretary, the Under Secretary,
or any Assistant Secretary of the DepartMent, and the head or any
as4Ptsnt head of the Federal agency; and the term "bis duly authorized
!representative" means any person or persons or board (other than the
Contracting Officer) authorized to act for the Secretary.
(b) The term "Contracting Officer" means the person executing this
Oontracton behalf of the Goverment., and any other officer or civilian
employee who is a properly designated Contracting 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 "Sub-
contracts" includes purchase orders under this contract.
CHANGES (AS. 7403.4
he Contracting Officer may at any time, tlY a written order, and
with* notice t9-:tais sureties, make changes, within the general scope
of thisCOritraCtvin any one or More Of the followings (1) Drawings,
designsi-or'specifications, where the supplies to be furnished are to
be specially manufactured for the Government in accordance therewith;
(ii) method of shipment or packing; and (iii) place of delivery. If any
soh change causes an increase or decrease in the. cost of, or the time
? ?
required for the performance of any part of the work under this contract,
whether changed or not changed by any such order, an equitable adjust-
ment?Oh44 be made in the contract price or delivery sohedule, or both,
an6,the contract shall be modified in writing accordingly. Any claim by
the'dOttriotor for adjustment under this clause must be asserted within
'36 days from the date of receipt by the Contractor of the notification
of:changes' Ei2101a, h2W2XAM, 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 pri.r to final payment under this con
tract. -14rire the cost of property made obs lete or excess as result of
a change is included in the .Contractorges claim f.r adjustment, the
Contracting Officer shall have the right to prescribe the manner of
disposition of such property. Failure to agree to any adjustment, shall
be a ,dispute concerning a question of fact within the meaning of the
clause,of.this contract entitled !Tisp#eW However, nothing in this
clause shall excuse the 0 ntractor from proceeding with the contract as
changed.' (Rev. No. 28, 1/28/58; Rev, N.. 30, 3/17/50
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3. EXTRAS (ASPR 7403.3).
Except as otherwise provided in this contract, no payment for extras
shall be made unless such extras and the price therefor have been auth-
orized in writing by the Contracting Officer.
4. VARIATION IN QUANTITY (ASPR 7-103.44
No variationin the quantity of any item called for by this contract
will be accepted unless such variation has-been caused by conditions of
loading, shipping, or packing, or allowances in manufacturing processes,
and then Only to the extent, if any, specified elsewhere in this contract.
5. INSPECTION (ASFR 7-103.5)
(a) All supplies (which term throughout this clause includes with-
Out limitation raw materials, components, intermediate assemblies, and
end products) shall be subject to inspection and test by the Government,
to the extent practicable at all times and places including the period
of manufacture, and in any event prior to acceptance. (Rev. No. 33,
5/14/58.)
(b) In case any supplies or lots of supplies are defective in -
material or workmanship or otherwise not in conformity with the require-
ments of this contract, the Government shall have the right either to
reject them (with or without instructions as to their disposition) or
to require their correction. Supplies or lots of supplies which have
been rejected or required to be corrected shall be removed or, if per-
mitted or required by the Contracting Officer, corrected in place by
and at the expense of the Contractor promptly after notice, and shall
not thereafter be tendered for acceptance unless the former rejection
or requirement of correction is disclosed. If the Contractor fails
promptly to remove such supplies or lots of supplies which are required
to be removed, or promptly to replace or correct such supplies or lots
of supplies, the Government either (i) may by contract or otherwise
replace'or correct such supplies and charge to the Contractor the cost
occasioned the Government thereby, or (ii) may terminate this contract
for default as provided in the clause of this contract entitled "Default."
Unless the Contractor corrects or replaces such supplies within the
delivery schedule, the Contracting Officer may require the delivery of
such supplies at a reduction in price which'is equitable under the cir-
cumstances. -Failure to agree to such reduction of price shall be a
dispute concerning a question of fact within the meaning of the clause
of this contract entitled "Disputes." (Rev. No. 28, 1/28/580)
(c) If any inspection or test is made by the Government on the
premises of the Contractor or a subcontractor, the Contractor Without
additional charge shall provide all reasonable facilities and assist-
ance for the safety and convenience of the Government inspectors in
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the performance of their duties. If Government inspection or test is
made at a point *ther than the premises of the Contractor or a subcon-
traCto* it 'shall be it the expense of the Givernment except as ther-
wite provided in oontract8 Eroyildis That in case of rejection
the Government shall n*t be liable for any reduction in value of samples
ueed-in connection with such inSpettion *r test. Ali inspections and
tette by the Government shall be performed in such a manner as not to
unduly delay the work. The Government reserves the right to charge to
the Contractorany additional cost of Government inspection and test
heil supplies are not ready At the time such inspection and test is
requested by the Contractor or when reinspection wr retest is necessi-
tated by pri r rejection. Acceptance Or rejectiOn'of theeuppliee
shall be, made as promptly as practicable after deliverys except as
otherwise provided in this contract but failure to inspect and accept
or reject supplies shall neither relieve the Contractor from reeponsi-
bility- tor such supplies as are. not in accordance with the contract.
requirements nor imposeliability on the Government therefor. .(Rev.
No. 2gs 1/28/58.) '
? (d) The inspection and test by the Government of any supplies or
lots thereof does not relieve the Contractor from any responsibility '
regarding defects or other failures to meet the contract requirements
which hay be discoliered prior to acceptance,, Except as otherwise
liaticled-irithis contracts acceptance shall be conclusive except as
regards latent defects, fraud, or such gr*ss mistakes as amount to
fraud.
r
- -(6) The Contractor shall provide and maintain an inspection system
'acceptable to the Government covering the supplies hereunder. Records
of all: inspection work by the Contractor shall be kept complete and
availableto the Government during the performance of this contract and
for such longer period as may be specified elsewhere in this contract,.
RESPONSIBILITY FOR SUPPLIES (ASYR 7-103.6)
Except as Otherwise. provided in this contradts (1) the Contractor
shall be responeible for the supplies covered by this Contract until
they are delivered at the designated delivery points regardless of the
point of inspection? (ii) atter delivery to the Government at the
designated point and prior to acceptanCe by the Government or rejection
and giving notice thereof by the Governments the Government shall be
responsible for the loss or destruction Of or damage to the supplies
only if such loses destruction, or damage results from the iegligence
of officerss agentss or employeeS Of the Government acting within the
scope of their employment? and (iii) the Contractor shall bear all
risks as to rejected aupplieeafter -notice of rejections except that
the Government shall be responsible for the loess or destruction of,
or damage td the supplies only if such loss, destruction or damage
results fiam the gross negligence of officerss agents, or employees of
the -Government acting within the scope of their employment. (41,770- No.
28, 1/28/58.)
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7. Pk/MEETS (ASPR 7-103.7)
The Contractor Shill be paid, upon the submission of proper invoices
or vouchers, the prices stipulated herein for supplies delivered and
accepted, less deductions, if any, as herein provided. Unless otherwise
specified, payment will be made on partial deliveries accepted by the
Government when the amount due on such deliveries so warrants; or, when
requested by the Contractor, payment for accepted partial deliveries
shall be made whenever such payment would equal or exceed either $1,000
or 50 percent of the total amount of this contract. (Rev. No. 30, 3/17/58.)
8, ASSIGNMENT OF CLAIMS (ASPR 7-103.8)
(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 $1,000 or More, claims for monies due
or to become due the Contractor from the Government under this contract
may be assigned to a bank, trust company, or other financing institution,
including any Federal lending agency, and may thereafter be further
assigned and re-assigned to any such institution. Any such assignment
or reaseignment shall cover all amounts payable under this contract and
not already paid, and shall not be made to more than one party, except
that any such assignment or reassignment may be made to one party as
agent or trustee for two or more parties participating in such financing.
Notwithstanding any provisions of this contract, payments to an assignee
of any monies due or to became due under this contract shall not, to the
extent provided in said Act, as amended, be subject to reduction or set-
off.
(b) In no event shall copies of this contract or of any plans,
specifications, or other similar documents relating to work under this
contract, if marked "Top Secret," "Secret," or "Confidential," be '
furnished to any assignee of any claim arising under this contract or
to any other person not entitled to receive the Blames Provide44 That a,
copy of any part or all of this contract so marked may be furnished, or
any information contained therein may be disclosed, to such asbignee
upon the prior written authorization of the Contracting Officer?
(Rev. No. 28, 1/28/580)
(c) The Contractor shall obtain the written authorization of the
Contracting Officer prior to the assignment of any rights under this
contract.
9. ADDITIONAL BOND SECURITY (LSPR 740309)
If any surety upon any bond furnished in connection with this contract
became!, =acceptable to the Government, or if any such surety fails to
furnish reports as to his financial condition from time to time as re-
quested by the Government, the Contractor shall promptly furnish such
additional security as may be required from time to time to protect the
interests of the Government and of persons supplying labor or materials
in the prosecution of the work contemplated by this contract.
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10.--YMERAIq STATE), AND_LCM:TAIES:? (APO', 11-401.1) -
(a) As used throughout this claU es, the term "tax inolusive d4en
means the date *f negotiated contracts and the date set for the opening
of bids for contract entered into through formal advertising-. As to
adaitional supplies or Seri/ices procured by modification to thiecontraoty
the terms ntax inclusive date means the date of such AodifiCatio
(b);? Except as may be otherwise provided in this contracty the
contract _price includes -all Federaly.Statey And local taxes, and duties
in effect and applicable to thiec*ntraot *n the tax inclusive dates,
except taxes (other than Federal tra*sportatton taxe ) from which the
Governments, the Contractors, ? the tramfections or property co7ered by
this contract are then exempt,. 'Unless specifically excludedy duties are
Ancluded in the contract pricey ar*y.if freight is included in the-'
coptract'pricey Federal trensportatton taxes are likewise included.
(0) (1) If the Contractor is required to pay *r bear the burd
(i) of any tax or duty, which either was not to be
included in the c*ntract price pursuant to the requirements of paragraph
(b)y or was specifically excluded from the contr et price by a provisi*n
of this Contract; *r
an _increase in rate of any tax or duty y- whether
or not such tax or duty was excluded from the contract price; .
or of any interest _*t penalty thereon y the contractprioe shall be
correspondingly increased; grgV4 that the Contractor warrants in
writing that no am*unt for such. taxy duty, or rate increase was inOluded
in the contract price as, a contingency reserve or otherwise; and magyligpi
furthathat liability for soh taxy,dutyy rate increases, interest-, or
penalty waenot incurred through the fault or negligence of the Contractor
or its failure to follow instructions of the Contracting Officer.
.(2) If the Contractor. is not required to pay or bear the
burdety-Wobtains a refund or drawbaCk91n whole or in parte of anytaxi,
duty-?:interesty, or penalty which (i) was, to be included in the contract
price pursuant to the requirements of paragraph (b)y (it) was included
in the-tontract pricey or (iii) was the basis of an increase it the
contraCtpricey the contract price shall be correspondingly decreased or
the amount Of such reliefy refunds, or drawback shall be paid to the
Govern4wity'as directed by the Contracting Officer. The Contract price
also ahaila.correspondingly decreased if the Contractory through its
faUlt0i negligence or its failure to follow instructions of the Contract-
ing Officery is required to pay or bear the burden, or does not *btain a
refund or draw back of any such taxs, dutyy interesty or penalty. Interest
paid or credited to the Contractor incident to a refund of taxes shall
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inure to the benefit of the Government to the extent that such interest
was earned after the Contractor was paid or reimbursed by the Government
for such taxes.
(3) Invoices or vouchers covering any adjustment of the
contract price pursuant to this paragraph (c) shall set forth the amount
thereof as a separate item and shall identify the particular tax involved.
(4) Nothing in this paragraph (c) shall be applicable to
social security taxes; net income taxes; excess profit taxes; capital
stock taxes; Federal transportation taxes, except changes in the rate
thereof, including repeal, pertaining to shipments from the Contractor
to the Government; unemployMent compensation taxes; or any State and
local taxes,; except those levied on or measured by the contract or sales
price of the services or completed supplies furnished under this contract,
including gross income taxes, gross receipts taXes? Sales and use taxes,
excise taxes, or franchise or occupation taxes measured by sales or
receipts from sales.
(5) No adjustment of less than $100 Shall be made in the
contract price pursuant to this paragraph.
(d) Unless there does not exist any reasonable basis to sustain
an exemption, the Government agrees upon request of the Contractor, with-
out further liability except as otherwise provided in this contract, to
furnish evidence appropriate to establish exemption from (i) any Federal
tax, which the Contractor warrants in writing was excluded from the
contract price, or (ii) any State or local tax; provide4 that evidence
appropriate to establish exemption from duties will be furnished, and
Government bills of lading will be issued only at the discretion of the
Contracting Officer. In addition, the Contracting Officer may furnish
evidence appropriate to establish exemption from any tax that may, pur-
suant to this clause, give rise to either an increase or decrease in the
contract price.
(e) (1) The Contractor shall promptly notify the Contracting
Officer of all matters pertaining to Federal, State, and local taxes
and duties that reasonably may result in either' an increase or decrease
in the contract price.
(2) Whenever an increase or decrease in the contract price
may be required under this clause, the Contractor shall take action as
directed by the Contracting Officer, and the contract price shall be
equitably adjusted to cover the costs of such action, including any
interest, penalty, and reasonable attorney's fees. (Rev. No. 28, 1/28/58)
(Rev. NO. 39, 11/3/58; Rev. No. 49, 10/1/59)..
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11. ,DFFAULT (ASPR 7-103011 ASPR 8-707)
(a) The Government may subject to the provisions of paragraph. (c)
below, by written notice of default to the Contractors, terminate the
whole r any part of this contract in any one of the following circum-
stanCes;
(i) if the Contractor fails to make delivery of the supplies
or to perform the services within the time specified herein or any
extension thereof; or
if the Contractor fails to perform any of the other
provisions of this .contract p or so fails to make progress as to
endanger performance of this contract in accordanoe with its termsp
and in either of these two circumstances doe not cure such failure
within a period of 10 days (or such longer period as the Contracting
Officer may auth ripe in writing) after receipt of notice fr*m the
Contracting Officer specifying such failure?
(b) In the event the Government terminates this contract in
whole otinupart as provided in paragraph (a) of this clauses, the
Government may prOcurep upon such terms and in such manner as the
Contracting: Officer May deem appropriates supplies or services similar
t* those so terminated-9 and the Contractor shall be liable to the
Government for any excess costs for such similar supplies or servicesa
Eroyideap That the Contractor shall continue the performance of this
contract to the extent not terminated under the provisions of this
clause-.
(c) Except with respect to defaults of subc ntractorsp the
Contractor shall not be liable for any excess costs if the failure to
perform the contract arises out of causes beyond the control and with
the fault or negligence of the Contractor. Such causes may includes,
but are n t restricted top acts of God or of the public enemyp acts of
the Government in either its sovereign or contractual capacityp firesp
fl odsp epidaMicsp quarantine restrictionsp strikess, freight embargoesp
and unUsually severe weather; but in every cape the failure to perform
must be beyond the control and without the fault or negligence'of the
Contractor. If the failure to perform is caused by the default .of a
subcontractors, and if such default arises out of causes beyond: the
control of bdth the Contractor and subcontractors, and withdUt the fault
or negligence of either of themp the Contractor shall not b(41iable for
any excess costs for failure to performs, unless the supplies or services
to be furnished by the subcontractor were obtainable from other sources
in ,enfficient time to permit the Contractor to meet the required delivery
schedule.
(4) If this contract is terminated as provided in paragraph (a)
ofothiseclausep the Governments, in addition to any other rights provided
in this 4auses, may require the Contractor to transfer title and deliver
to the Government in the manner and to the extent directed by the
Contracting Offioerp (i) any completed supplies9 and (ii) such partially
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completed supplies and materials, parts, tools, dies, jigs, fixtures,
plans, drawings, information, and contract rights (hereinafter called
"manufacturing materials") as the Contractor has specifically produced
or specifically acquired for the performance of such part of this con-
tract as has been terminated; and the Contractor shall, upon direction
of the Contracting Officer, protect and preserve property in possession
of the Contractor in which the Government has an interest. Payment for
completed supplies delivered to and accepted by the Government shall be
at the contract price. Payment for manufacturing materials delivered
to and accepted by the Government and for the protection and preservation
of property shall be in an amount agreed upon by the Contractor and the
Contracting Officer; failure to agree to such amount shall be a dispute
concerning a question of fact within the meaning of the clause of this
contract entitled "Disputes,?
(e) If, after notice of termination of this contract under the
provisions of paragraph (a) of this clause, it is determined that the
failure to perform this contract is due to causes beyond the control
and without the fault or negligence of the Contractor or subcontractor
pursuant to the provisions of paragraph (c) of this clause, such notice
of default shall be deemed to have been issued pursuant to the clause
of this contract entitled "Termination for Convenience of the Govern-
ment," and the rights and obligations of the parties hereto shall in
such event be governed by such clause. (Except as otherwise provided
in this contract, this paragraph (e) applies only if this contract
contains such clause.)
(f) The rights and remedies of the Government provided in this
clause shall not be exclusive and are in addition to any other rights
and remedies provided by law or under this contract. (Rev. No. 36,
9/5/58).
12, DISPUTES (hSPR 7403.4)
(a) Except as otherwise provided in this contract, any dispute
concerning a question of fact arising under this contract which is not
disposed of by agreement shall be decided by the Contracting Officer,
who shall reduce his decision to writing and mail or otherwise furnish
a copy thereof to the Contractor. The decision of the Contracting
Officer shall be final and conclusive unless, within 30 days from the
date of receipt of such dopy, the Contractor mails or otherwise furnishes
to the Contracting Officer a written appeal addressed to the Secretary.
The decision of the Secretary or his duly authorized representative for
the determination of such appeals shall be final and conclusive unless
determined by a court of competent jurisdiction to have been fraudulentr
or capricious, or arbitrary, or so grossly erroneous as necessarily to
imply bad faith, or not supported by substantial evidence. In connec-
tion with any appeal proceeding under this clause, the Contractor shall
be afforded an opportunity to be heard and to offer evidence in support
of its appeal. Pending final decision of a dispute hereunder, the
Contractor shall proceed diligently with the performance of the contract
and in accordance with the Contracting Officer?s decision.
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(b) This nDisputes clause des n t preclude consideration of law
questions in connection witindeoiSiOns provided for in paragraph (A)
aboveg ltriaidgdp That nothing in this contract shall be construed as
eating final the decision af any -administrative officials representatives
or board 0 sovestion *f la . No 289 1/28/580)
o
13. SQVIET04NTR0LLED AREAS (ASPR 6-403)
(a) The Contractor shall not acquire for use in the performance
of this contract any supplies oroservi0Woriginating from sources
within Soviet-controlled areas s as listed in the Schedule of this
ocontract s or from Hong Kong or Macao, without the written approval of
the ContractingOffiner,
(b) The Contractor agrees t* insert the provisions of this olapse
inoluding the Soviet-controiled areas listed in the Schedule and this
subparagraph (b)s in all subcontracts hereunder. (Rev. No. 399 11/3/580)
oo
14. EIGHT-HOUR LAW OF 1912-OVERTIME COMPENSATION (ASR 12-30301)
os
This contraots 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 bythe Walsh-Healey Public Contracts Act (41 U. S. Code 35,45)D
is subject to the following provisions and exceptions of Said Eight-Hour
Law of 1912s as amended, and t all other provisions and exceptions f
said L
Nolssbicrer or mechanio doing any part of the w rk contemplated by
this contracts in the employ of the Contractor or any subcontraot r
contracting for any part of the said work contemplated, shall be re-
quired or permitted to work utre than eight hours in any one calendar
day upon such works except upon the c ndition that compensation is paid
to such laborer or mechanic in accordance with the provisions Of this
clause. The wages of every laborer and mechanic employed by the Con-
tractOror any Onboontractor engaged in the performance of this contract
shall be computed on a basic day rate of eight hours per days and work
in excess of might 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 eighthours per day at not less than one and one-
half times the basic rate of pay. For each violation of the require-
ments-of this clause a penalty of five dollars shall be imposed for each
laborer or mechanic for every calendar day in which such employee is'
required or permitted to labor more than eight hours upon said work
withont receiving compensation computed in accordance with this claUsep
and all penalties thus imposed shall be withheld for the use and benefit
of the :Government.. (Rev. lip. 289 1/28/580)
H_
15. WALSH-HEALEY PUBLIC CONTRACTS ACT (AM 12-604 mod)
If this contract is for the manufacture or furnishi of materialep
suppliess articles or equipment in n amount which exceeds or may exceed
$109000 and is otherwise sublect to the Walsh-Healey Public Contracts
Act9 as amended (41 U. S. Code 35-45)D there are hereby incorporated
by reference all representations and stipulations required by said Act
and regulation issued thereunder by the Secretary of I -bor9 such
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representations and stipulations being subject to applicable rulings
and interpretations of the Secretary of Labor which are now or may
hereafter be in effect, "except that the Contractor shall not be required
to include this clause in subcontracts issued hereunder when the
inclusion of this clause in a subcontract would jeopardize or conflict
with the security considerations established in connection with this
contract,"
16. NONDISCRIMINATION IN EMPLOYMENT (ASPR 12-802 mod)
(a) In connection with the performance of work under this contract,
the Contractor agrees not to discriminate against any employee or
applicant for employment because of race, religion, color, or national
origin. The aforesaid provision shall include, but not be limited to,
the followings employment, upgradingidemotionior transfer; recruitment
or recruitment advertising, layoff or termination; rates of pay or other
forms of compensation; and selection for training, including apprentice-
ship. The Contractor agrees to post hereafter in conspicuous places,
available for employees and applitantsfor employment, notices to be
provided by the Contracting Officer setting forth the provisions of the
nondiscrimination clause. (Rev. No. 28, 1/28/58,)
(b) The Contractor further agrees to insert the foregoing
provision in all subcontracts hereunder, except subcontracts for
standard comnercial supplies or raw materials, "and except as insertion
of the foregoing provision in a subcontract would jeopardize or
conflict with the security considerations established in connection
with this contract."
17. OFFICIALS NOT TO BENEFIT (ASPR 7-103.19)
No member of or delegate to Congress or resident commissioner, shall
be admitted to any share or part of this contract, or to any benefit
that may arise therefrom; but this provision shall not be construed to
extend to this contract if made with a corporation for its general
benefit.
18. COVENANT AGAINST CONTINGENT FEES (ASTR 7-103.20)
The Contractor warrants that no person Or selling agency has been
employed or retained to solicit or secure this contract upon an agree-
ment or understanding for a commission, percentage, brokerage or
contingent fee, 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, or otherwise recover, the full: amount of such commission,
percentage, brokerage, or contingent fee,
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1 . TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (13PR 8-701)
(a) The performance?of:wOrk under this contract may be terminated
by the'CovernmentAn accordance with this clause in whole, or from time
to time in part, whenever the Contracting Officer shall determine that
such termination is in the best_intereats of the .Government. *PY 0.1401_,
termination -shall be effectediv.delivery to the Contractor of a No-We
of Termination specifying the extent to which performanceofw0FIE:Unde7
!.ithecOntractAsterminated? and_the date upon which such termination
becomes effectiveo
(b) After receipt of ?otiCa,Cf:Termination, and except as
otherwise directed by the Contracting Officer, the Contractor sh44.1
..(i) stop work under the contract on the date ard-t the extent
specified in the Notice of Termination?..
(ii) place no further trders or subcontracts for .materials,
servicaaor facilities, except as.maTbe pecesearyjor completiOn-of
adch p rtion-of the work under the,00ntraotJJ-s is not:terminatotido
_
terminate all orders and subcontracts to the extant?t4fA
they relate to the performance of work terminated by the Notice of
Termination; :
-,(1v).,astign,to ther.Government-in the manner? at the -times, a
ta'the extent directed by the Contracting Officer, all of the right, title,
and interest of the Contractor under the orders and stibcontracts,so ter-
minatkl? in which case the Covernmant,shsll have the right in its-
diacretion, to 'settle or-pay any or all claims arising out of th&termin-
ation, of such orders. and subcontracts, 7 :
1-0 .; L. Tivi,04.3
6,0 settle all:outstanding-liabilities and all, claims arising
out Of 'Stith termination of"orders'andsubcontracts? with the approval
or ratification of the Contracting.Officervto :the extent he may require,
which approval or.ratifioation shall be final for all the PurPoPeP of
this clause; -
(vi) transfer title and deliver to tiie Gover ent, in the
Uftnner, at the times, and to-theextent? if any, directed by the
Contracting Offidars, (A) the fabricated or.unfabricate parte, work in
processo'cwipleted work, -supplies, and other material produced as a
part of, or acquired in connection:141th the performance of, the work
(terminated by the Notice of Termination, and (B) the completed or
partially completed plans, drawings?_ information, and other property which,
.ir the contract had been completed, would have -been required to be furnished
to the Government
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(vii) use its best efforts to 55119 in the manner, at the times,
to' the extent, and at the price or prices directed or authorized by the
Contracting Officer, any property of the types referred to in (vi) above;
=Wed, however, that the Contractor (A) shall not be required to
extend credit to any PUrchaser, and (B) may:aoquire any such property
under the conditions prescribed by and at alprice or prices approved by
the Contracting Officer; and provided further that the proceeds of any
such transfer or disposition shall be applied in reduction of any payments
to be made by the Government to the Contractor under this contract or
shall otherwise be credited to the price or cost of the work covered by
this contract or paid in such other manner as the Contracting Officer
may direct;
(viii) complete performance of such part of the work as shall
not have been terminated by the Notice: of Termination; and
(it) take such action as may be necessary, or as the
Contracting Officer may direct, for the protection and preservation
of the property related to this contract which is in the possession of
the Contractor and in which the Government has or may acquire an
interest?
At any time after expiration of the plant clearance period, as defined
in Section VIII, Armed Services Procurement Regulation, as it may be
amended from time to time, the Contractor may submit, to the Contract?
ing,Officer a list, certified as to quantity andquality, of any or all
itethe of termination inventory not previously disposed of, exclusive
of items the disposition of which has been directed or authorized by
the Contracting Officer, and may request the :Government to remOve such
items" or enter into a storage agreement covering them? Not later than
fifteen-(15) days thereafter, the Government will accept title to such
items and remove them or enter into a storage agreement covering the
saw =aid 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 tamitted
shall'be made prior to final settlement?
(0) flAfter receipt of a Notice of Termination, the ContraCtor shall
submit to the Contracting Officer its termination claim, in the for
and with certification prescribed by the Contracting Officer. Such ,
claim Shall be submitted promptly but in no event later than one year
from the effective date of termination, unless one or more extensions in
writing-dregranted by the Contracting Officer, upon request of the '
ContractOrloade in writing within such one year period or anthdrized'exp.
tension thereof. However, if the Contracting Officer determines that
the facts Notify such action, he may receive and act upon any 'such
termilatift claim at anytime after such one year period or any 'extension
thereof. Upon failure of the Contractor to submit its termination claim
within the time allowed, the Contracting Officer may, subject to any
Settlement Review Board approvals required by Section VIII of the Armed
Services Procurement Regulation in effect as of the date of execution
f this contract, determine, on the basis of information available to
him, the amount, if any, due to the Contractor by reason of the te
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ati6i-andrShall'thereuron'pay to-the:ContractorAhe amount so determined,
o
ao.7.-2,(1d): Subject to the provisions of paragraph (C)p and subject to any
Settletent-ReView'Board approvals-required.107 Section VIII 14'.the Armed.
Seftie6UFroeireMentRegulation in effect as-Ofthe date of-exeCutionof
this cOntradtp, the Contractor and the Contracting Officer may agree upon
the.Whale''-or'any part-of the amount or amounts to be paid to the
Contraetor'brieaton-Of'the total or partial termination of work, pursuant
to this Clauie--9Which ambunt or amounts may include a reasonable allowance
fo'eptittit -bh-Votk ddterprovided that such agreed amount or.amounte9
excln:01*e'ortettlement cost S? shall not exceed the total contract price
at "by theaMonnt?of'payments otherwise made and as furthe,r'::_".
reduced bY'the-ContraCt pride of work not terminated.: The contract shall
be aiekded'itabrdinglyand?the Contractor, shallbe paid the agreed. amount.
Nothint ihlargraph (e) of this clause prescribing the amount to be
paid to'the'Contractor-in'Ahe'event of failure of the Contractor anUthe -
Contracting Officer to agree upon the whole amount to be paid to the.
Contractor byreason of the termination of work pursuant to this clausep
shall be deemed to limits, restrictp or otherwise determine or affect-
theatennt-ortindunts'which may be agreed upon to be paid to the. Contractor
pursuant'tdthie paragraph (d) - - -
(eY-1112 the eir6Irt orthe:failure of. the Contractor Oontract-
irfficer ,O 'agree as
providectin paragraph' (d) upon the whole amount.-
fto--bW.Pkid to -the 'Contractor by reason of the termination .of work pursuant
to this Clausep the Contracting Offioer.shalls, subject to any. settlement
Review Board approvals required by Section VIII of the Armed Services
ProcUreneit'Vegulation in'effect.ao of the date of execution4)r-this- .
contriCtirdetermihei-On-the basis Of information available to himithe.
amount i if an due to ?the Contractor by reason of the termination and ?
shal:321itifTtb the Contractor the amountsAetermined,as followsK
j
t.,.111): for completed-SuPplies'accepted by the Government (?
sold oraCnUired a 'rovidekilii,paragraph (b)(vii) above) and not there-
toforelpaid-fOr;S:tuM-equivalent to the aggregate price for such -
supplies -COMpUted.in'accordance with.the.price or 'prices specified in
the cOntraCts, apprOrriately adjusted 'for. any saving of freight-Or-dther.
charget;??-- -
(ii).thertotal -
CA4 the costs incurred in 'the perforMal.c.ce:of the work
terminated' including initial costs and- preparatory expense allocable there -
top but exclusive of any costs attributable to supplies paid or to be
paid for-Underparagraph (e)(i) hereeti-
.111(77'.
-,.;(B) the cost of4ettling and paying claims arising.ontof
the termination of work under subcontracts or ordersp as provided in
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paragraph (b) (v) above, which are properly chargeable to the terminated
portion of the contract (exclusive of amounts paid or payable on account
of supplies or materials delivered or services furnished by subcontractors
or vendors prior to the effective date of the Notice of Terminaction,
which amounts shall be included in the costs payableunder (A) above; and
(C) a sum, as a,profit? equal to. 2 percent of that part
of'the'amoaht determined under (A) above which represents the costof
articles and materials not processed by the ontractor? plus a sup
equal to 8 percent of the remainder of such amount, but the aggregate of
such sums shall not exceed 6 percent of the whole of the amount deter.
mined under (A) above, which amount for the purpose of this subdivision
(C) shall exclude any charges for interest on borrowings; provideda
however, that if it appears that the Contractor would have sustained a
loss on the entiria-contract had it been ,completed, no profit shall be
included or allowed under this subdivision (C) and an appropriate -
adjustment shall be made reducing the amount of the settlement to
reflect the indicated rate of loss; and
(iii) the reasonable costs of settlement, including accounting,
legal, clerical, and other expenses reasonably necessary for the
preparation of settlement 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 property allocable to this contract. ,
The total sum to be paid to the Contractor under (i) and (ii) of this
paragraph (e) shall not exceed the total contract price as reduced by
the amount of payments otherwise made and as further reduced by
the contract price of work not terminated. Except for normal spoilage,
and except to the extent that the Government shall have otherwise
expressly assumed the risk of loss, there shall be excluded from the
amouhts payable to the Contractor as provided in (e)(1) and (ii)(A)
above, the fair valae, as determined by the Contracting Officer, of
property -which is destroyed, lost, stolen, or damaged so as to become
undeliverableato the Government, or to a buyer pursuant to paragraph
(b) (vii).
(f) Any determination of costs under paragraph (c) or (e) hereof
shall be governed by the principles for consideration of costs set
forth in paragraph 8-302 of the Armed Services Procurement Regulations
as ineffect on the date of this contract.
(g) The Contractor shall have the right of appeal, under the
clause of this contract entitled "Disputes," from any determination made
by the Contracting Officer under paragraphs (c) or (e) above, except
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that-il? the Contractor has .failed to: submit its claim within_ the time
proVided? irOcaragraph (s)- above and has failed to request extension of
sn'th-tiine4,-'
it shall have no such right- of appeal. In any case where
the-COntratting Officer has made a determination of the amount due under.
Vaitgralioli--(t) 'or (e) above, the Government shall pay to the Contractor
the followings (i) if there is no right of appeal hereunder or if no
time lY aiipeal has been taken, the amount so determined by the Contract-
ing Officer, or (ii) if an 'appeal has been taken, the amount finally
determined on such appeal.
;A'
(h) In arriving at the amount due the Contractor under this
'the?e, 'Shall 'be- deducted :(i) all unliquidated -advance or other
yiWitir'bn'a"codlint -theretafore- made. to .the Contractor, applicable to
'he terminated' portion of this contract, (ii) any claim which the Govern-
ment nib., hate against the Contractor in connection with this contract,
orgigt- (Ili) the agreed 'price for, or the proceeds of sale of, any materials,
supplies?'or'6ther things acquired by the Contractor or sold, pursuant
'prolisioris of this clause, and not otherwise recovered by or
credited tb- the Government. -
If the termination hereunder 'be- partial, prior to the
ttleterito of the teiMinatec.1 'portion of -this contract, the Contractor
may .-file 'Vital-the Contracting Officer a requedt in writing for an
scPatable adjustment of the price or prices specified in the contract
,Vgliting to the ethitinued portion of -the contract (the portion not
triiad'by the Notice of Termination) and such equitable adjust-
mentrnagritay be agreed -upon shall be made in such price or 'prices.
,3N
(j) The Government may from time to time, under such terms and
conaolis itTitiiiePiAercribe;- paYMertts and payments
on account against costs incurred by the Contractor in connection with
the ternfinated porti6n Of :this '06i:tract -whenever -in the opinion of ,the
Contracting Officer the aggregate of- Isnah payments shall be within the
amount to which the Contractor will be entitled hereunder. If the
total of Teach' Paymoints is 1neces of the 'amount, finally'agreed or
determined 'to be due 'Under- this clause, such excess shall be payable
byAhe Contractor to the Government -upon 'demand, together with
interest computed at the rate of 6 percent per' annnm,. for the period
from the date such excess payment is received by the Contractor to the
date on-Nhich sach -exces is -repaid- to the government; prOxidecl? 'how-
ever; that no 'interest shall be ?hailed with respect to -any such excess
eparifent'attribu'table to a ieduction in ,the Contractors s claim by
r4astrit-tif retention 6r:other:disposition of termination inventory.
-until ten dais' after' the-date Of sUch'retention or disposition, or such
date7-as .determined bY. the Contracting Officer by reason of .the
eircuittstandois: ";?_:=
tqP0Xe PArlaTI.L!" -i?WV1
bileSS otherwise provided for in this 'contract, or by applicable
statutiti'thi- C:Ontraators,-'from- the effective date of termination and for a
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period of- three years after final settlement under this contract, shall.
preserve and make available to the Government at all reasonable times
at the Office of the Contractor but without direct charge to the Govern,.
Pent, all its bboks, records' documents, and other evidence bearing on
the costs and expenses of the Contractor under this contract and relating
to the work terminated hereunder, or, to the extent approved by the
Contracting Officer, photographs, microphotographs, or other authentic
reproductions thereof. (Rev. No. 49, 10/1/59).
20. AUTHORIZATION AND COMMIT (ASPR 9-102.1)
The Government hereby gives its authorisation and consent (without
prejudice- to its rights of indemnification, if such rights are provided
for in this contract) for all use and manufacture, in the performance of
this contract or any part hereof or any amendment hereto or any sub-
contract hereunder (including any lower-tier subcontract), of any patented
invention (i) embodied in the structure 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 using
subcontractor with (a) specifications or written provisions now or here-
after forming a part of this contract, or (b) specific written instructions
given by the Contracting Officer directing the manner of performance.
The Contractor's entire liability to the Government for patent infringe-
ment shall be determined solely by the provisions of the indemnity clause,
if any, included in the contract and the Government assumes liability for
all other infringement to the extent of the authorization and consent
hereinabove granted.(Rev. No. 28, 1/28/58)
21. NOTICE AND ASSISTANCE REGARDING WENT INFRINGEMENT (ASPR 9-104)
, The provisions of this 'clause shall be applicable only if ,the
amount of this contract exceeds $10,000.
(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,
(b) In the:event of any suit against the Government, or any
claim against the Government made before suit has been instituted, on
account of any alleged.patent infringement arising out of the performance
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 suit or claim. Such evidence and
information shall be furnished at the expense of the Government except
in these oases in which the iContractor has agreed to indemnify the
Government against the claim being asserted, (Rev. No, 33, 7/15/58.)
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22. BUY AMERICAN ACT (ASER 6-10415)'
(a) in acquiring end products the Buy American Act .(41.U. S. Code
10 ad) provides that the Government give preference to domestic sourcee
end products. For the purpose of this clause:
4, ,f it 3
1-=(i) "components" means those articles, mat;Bridli-s, and SuPPiiSit
which are directly incorporated in the end products;
;(4) "end products" means those articles, materials, and
supplies, which are to be acquired under this, contract for public use;
and . _ . ?
. ?
,, 1 :? ,1 -,!?j ,c
-1,41,13.) a "domestic source end product" means (A) gn unmanue
facture&end product which has been mined or produced in the United
? States and (B) an end product manufactured in the United States if the
cost ef the components thereof which are mined, produced, or manufactured
in the United States exceeds 50 percent of the cost of all its components.
For the purposes of this (a)(iii)(B)? components of foreign origin of the
same type or kind as the products referred to in (b)(ii) or (iii) of this
clause shall be treated as cotponents mined, produced, or manufactured
in 'the United States. -
CO The 'Contractor agrees that there will be delivered under this
contract only domestic source end products, except end productsr
4y1 TO
(i) which are for use outside the United States;
1.. e(ii) which the Government determines are not mined, produced,
or manufactured in the United States in sufficient and reasonably avail-
able eomMercial quantities and of a satisfactory quality; ,
(iii) as to which the Secretary determines the domestic
? preference to be inconsistent with the public interest; or
m, 4,11w0. :1-,44,c1., :144
(iv) as to which the Secretary determines the =cost to the
Government to be unreasonable.
r--171"1 r:L CV= tilt! a. Lta-ca.l. a
(a) Any compoeent mired produced, or manufactured in Canada, but
? not set forth in the list of Canadian supplies excepted by the Secretary
and maintained pursuant to pardgraph 6-103.5(a) of the Armed Services
Proourgment Regulations shall be treated as ,a component mined, produced,
or manufactured outside the United States0 for the purpose of (a)(iii)(B)
above, unless such component is to be incorporated in an end product
_to"be delivered under this contract which is on such list, or is an
itdm_on the list set forth in paragraph 6-105 of the Armed Services
Procurement Regulations, oris otherwise determined to be nonavailable
=fts set"forth in (b)(ii) above. (Rev. No. 450 4/20/59)
;eel ,i4,4 el beieli eee LeliLreeer -tkA.
?? \! (1 ;1_7 *4114-q-r.
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23. FILING OF PATENT APPLICATIONS (AISPR 9-106)
(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 higher, the Contractor shall, citing the
thirty (30) day provision below, transmit the proposed application to
the Contracting Officer for determination whether, for reasons of
national security, such application should be placedunder an order of
secrecy or sealed in accordance with the provisions of 35 U. S. Code
181-188 or the iSsuance of a patent should be otherwise -delayed under
pertinent statutes orregulations; and the Contractor Shall observe
any instructions of the Contracting Officer with respect to the manner
of delivery of the patent application to the U. S. Patent Office for
filing, but the Contractor shall not be denied the right to file such
patent application.- If the Contracting Officer shall not have given
any suchinstructions within -thirty (30) days from the date of mailing
or :other transmittal of the proposed application, the Contractor may
file the application.
(b) The Contractor shall furnish to the Contracting Officer, at
the time of orprior to the time when the Contractor files or causes
to be filed a patent application disclosing any subject matter of this
contract, which subject matter 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 under pertinent
statutes or regulations.
(a) In filing any patent application coming within the scope of
this clause, the Contractor Shall observe all applicable security
regulations covering the transmission of classified subject matter.
-24,?pATENF-FEREs% (A8FR 7-107 2):
(a) As used in this clause, the following terms shall ham
meanings set forth below:
(i) The term "Subject Invention" means a nvention, improve-
ment, or discovery (whether or not patentable) nceived or first
actually reduced to practice either
(A) in the perfo e of the experimental, developmental,
or research workcalled for o equired under this contract: or
(B) i e performance of any ,experimental, develoPmental,
or research work sting to the subject matterof this contract which
was done upo understanding in writing that a contract would be
awarded; that theterm "Subject Invention" shall not include any
inve on which is specifically identified and listed in the Schedule
--i-t-tmom-the-licamaa_granted_by-thi (1/471410,
(Rev. No. 28, 1/28/58.)
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'" _ ,? ? - 'me ;:.. -;"
by or working under botitract with the Cont_ractor (other than a subcon actor
whose responsibilities with respect to rights accruing to the GovelLnemit.
in inventions arising under subcontracts are set forth in (09 (h) and
(i) below) wht, by reason of the nature of his dut,iee in connectiAn with
the performance of this contracts mould reasonably be expected n make
inventions.- (Rev. No., 28. 1/28/58 )?
: - I 77
?
(iii) the terms "Subcontract and "subcontractor mean. ay_
subcontract on subcontractor of the Contractors, and any lon.!er-tier sub-
contract or. subcontractor under this contract.
9nn S? tLc ,*j, ' ' ?`-1 -
(b) (1) The. Contractor agrees to and doe, ,her_e',y giant, .to the,
Government an irrevocable, ELOneXClUSiVe 9 nontranSfe.o;ble and royalty-free
lidense to practices,. azdd cause to benpractiPecl by for the Ppited States
Government throughout the worlds, nee.ch s.-4101b(at In m 'Ai Ali the maial
. . . 9
use and disposition according to law, of any ar tole or materiels,. and in
the use_ of any method. , No -license granted hen- ,,Ln shall convey any right
to the Go-len:m.1A manufactunei. have manuf notured, or use any Snbje(Tt,
In-Kention for the purpose. of providing Se es or supplies to the
general, public in 'competition with the C, tra,ctor or the Contractoze.4
commercial licensees in the licensed ,fi IdSe _ =
,(2) With respect to .
(i) any Subject In enti;1;-; made by other than Techrhicai-
Pers nn&L' - -
"nn
ti4 any Subj t Invention conaeived prior -to53.it fist
-
aettally reduced to practioc in the -course, of 9 any of the exper:imentals,
developmental, or researc work specified in (a) (i), aboven..and
(tit) t :practice of any Subject InV6ntleri in ro)rei,gra
coAintries;, the obliga on of the Contractor to grant a license as_Tro-
vided in -(1o)(1) abo 9 to "convey title as provided in (d)Iii)(B) ow -
(d) belowp ando convey foreign.. rights pa provided in (e)
shall be limited a the e,xtent _ofnthe Contractor 9s right to grantithe
same without in, urring any obligation to pay royalties on other compen-
sation tenoth s solely on account of said ,grant. Nothi:hg contained in
this Patent: ights ,clause. 103411 be deemed to grant any ii nee under any,
invention her than a Subject Invention .
,.ed (.0 . The Contractor shall furnish to the Contracting Off,laer the
follow g, information and reports, concerning Subjeot ].traentiOns which.
res. ss ably appear. to be patentable 8- 4 _
7. 7 ' - get
(1) a written disolosure. promptly after conception *lc
irstnatettall.yeOetivan-tse pr!ike4riee e each _weal". 1w/elk4.on .together liktkfc
- ,r, -
IiJ
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-a-wrmirttea-e.ta-temeat-spee
application claiming the Invention has been or will be filed by or on
behalf of the Contractor;
(ii) interim reports, at least every twelve months
commencing with the date of this contracticeach listing all such
Inventions conceived or first actually reduced to practice more--than
three months prior to the date of the report, or certifying t t there
are no such unreported Inventions; and
(iii) prior to final settlement of this 4tract, a
final report listing all such Inventions including all ose previously
listed in interim reports.
(d) In connection with each Subject Inventio referred to in (o)_
(i) above, the Contractor shall do the following:
(i) if the Contractor specifies t a United States
patent application claiming such Invention 1 be filed, the Contractor
shall file or cause to be filed such applic ion in due form and time;
however, if the Contractor, after having ?ecified that such an appli-
cation would be filed, decides not to fi e or cause to be filed said
applicatien, the Contractor shall so n ify the Contracting Officer at
the earliest practicable date and in event not later than eight
months after first publication, pub c use or saleo
(ii) if the Contr tor specifies that a United States
patent application claiming sue Invention has not been filed and will
not befiled (or having speci ed that such an application will be
filed thereafter notifies t Contracting Officer to the contrary), the
Contractor shalls
(A) nform the Contracting Officer in writing at
the earliest practica date of any publication of such Invention made
by or known to the C ? tractor or, where applicable, of any contemplated
publication by the ontractor, stating the date and identity of such
publication or co omplated publication; and
(B) convey to the Government the Contractors
entire right title, and interest in such Invention by delivering to
the Contrac ng Officer upon written request such duly executed instrup.
ments (pr ed by the Government) of assignment and application, and
such o papers as are deemed necessary to vest in the Government the
Contra ?ros right, title, and interest aforesaid, and the right to
apply or and prosecute patent applications covering such Invention
thr hout the world, subject, however, to the rights of the Contractor
in oreign applications as provided in (e) below, and subject further
the reservation of a-non-exclusive and royalty-free license to the
co uo r and to itu ex utXug awl &tuu e 'aro
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eepo t anY? Within-4*.e-eeilieleseleest,r4St4seAtt-
is a'part. which license shall be assignable to the successor of that
part of the, Contractor's business to which such Invention pertains;
' (ii#) the Contractor4haIl furnish promptly to the
CdAiriCiing 0rficer'661-7Au6-'st-An irreVotable-power of attorney
inspRqi aid iike C'Oplea-Of each United States Patent applicatio filed
by or'OebehalCof the Contractor covering any such Invention;
z - .
(iv) in the event the-Centrabtor? or thoSeb erethan the
Government deriving rights from the Contractor, elects no to continue
prosecution Of any stiCh'UnitedStates patent applicatio filed by or on
behalf,of,the-Contractor? the Contractor shai -so f the Contracting
Officer idtlobsi than 'aixty'daya before the dpiration of the response
per1od'andiifon't4rittei-retuedt? -deliver to the Contracting Officer such
duly exeCuted'instruMOnti (prepared by the Governm t) as are deemed
necessary'tO vist'in the Government the Contracto s entire right? title,
and,intermst in such InVention and the applicat'.n? subject to the '
reservation asi Specified in (d)(ii) above; and
' "(v) ,thm Contractor ahall-del er to 'Contracting
Offieer -duly eiecuted'inatrUments fully- co firmatory of any license '
rightt-herein agreed 'to be granted toth Government.
-
j(e) The ContractOrseor, those ?t r4than the Government deriving
righie-treirthe Contractorle'shall? a -between the parties-hereto? have
the eiClUsive-rights to file aPpli tions on Subject Inventions in _
each tO'rign COnntrithin:.-
! " , .
. (i) nine months ram -the date a corresponding United
States application,, is filed;
e.'? 1.7Z
the froM the- dit;-perti?sion is
- -
file foreign-appliCition where chfiling had been prohibited for
secUriWreaSonat or- "
sU.ch longer'petiod-as-may be approved by the -
Contracting'OffiCer. The Contractor shall, upon written request of
the COntraCting'0-icer0 convey to the' Government the Contractor's -
--efal.ie'tigh-' t
le? and interest in each Subject Invention in each
?igi tailfiti in which an application'has not been filed within the
cified? subject to the reservation of a nonexclusive
anerrOYaltY ree license to the Contractor together with the right of
theOntra tor to grant sublicense, Which license and right shall-be
aStignab to the.aUccessOr'of that part of the Contractor's 'business -
to rhi'?the Subject Invention pertains. - -
f) If the Contractor fails to deliver to' theContracting 0ffieer
the interim repOrts required by (c)(ii) above? or fails to 'furnish the
tten diaelosures for all-Subject Inventions required by(c)(i) above
= ?nterinrreport dliie
r3st n'f V ?
'
FF-or PR
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from payment until the Contractor shall have corrected such failures
either ten percent (10%) of the amount of this contract, as from tin
to time amended, or five thousand dollars ($5,000)o whichever is 1
After payment of eighty percent '(8114) of the ,amount of this contr to
as from time to time amended, payment shall be withheld until a eserve
of either ten, percent (10%) of such amOuntO, or five thousand d...,..ars
(5,000)o -whichever is less, shall have been set aside, such teserve
or balance thereof to be retained until the Contractor shall, ve
furnished .to the Contracting Officers
(i) the final report required by (c)(iii) above;
(ii) written dieclosures for all Subje't Inventions
required by (c)(i) above which are shown to be due accordance with
interim reports delivered under (c)(ii) above or i accordance with
'ma final reports or are otherwise known to 'be eported; and
(iii) the information as to any by (h) below. The maximum amount which may b
paragraph (f) shall not exceed ten percent
contract or five thousand dollars 459000)
amount shall be withheld under this para
specified by this paragraph (f) is bein
sions of this contract. The with
holdi
payment thereof to the Contractor s
of any rights accruing to the Cover
paragraph (f) shall not be const
withhold any amounts from a subc
the patent provisions of a subc
(g) Thp Contractor sha
for the inclusion of a pate
of this Patent Rights cla
contract hereunder of t
mentalo developmental,
event of refusal by a
clauses, the Contract
written authorizat
been a waiver of if unable to co
be included in
so, may au
or modificat
after the
or otherw
not
ific
with
ting
ri
th
ubcontractor required:
withheld under this
%) of the amount of this
,whichever is lesso. and no
aph (f) when the amount
withheld under Other provi-
of any amount or subsequent
no-tjbe construed as a waiver
ant under this contract. This
d as requiring the Contractor -to
tractor to enforce compliance with
tract.
41
exert all reasonable effort in negotiating
t rights clause Containing all the provisions
e except provisions (f) and (i) in any sub-
se thousand (0,000) orniore, having experi7,
r research work as one of its purposes, In the
ubcontractor to accept such :a patent rights
shall not proceed with the subcontract without
n of the Contracting Officer or unless there has
e requirement as hereinafter provided. The Contractcr,
with the requirement that such a.patent righta clause
subcontract after exerting all reasonable- effort to do
to the Contracting Officer a written request for waiveron of such:requirement. If, within thirty-five (35) 'days.
ceipt of such request, the Contracting Officer does_notmail
se furnish the Contractor written denial of such request or
ion that the Government requests the Contractor's cooperation
Government, which the Contractor agrees to provide, in negotia-
iththe subcontractor for the acceptance of a suitable patent
clause, the requirement shall be deemed. to have been waived by
Contracting Officer as to all patent rights provisions with respect
t Subject Inventions, except such provisions, if any, relating to the
0,41 ?
11.
'I
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-Contractor has7used-aI
reasgrigbfe ;ffdrt to dbmply with said -requirement and shell cite the
waivWpr3iiaiOn hereinabOve set forth. The Contractor is not req 4red
when iii;gotiating irith-A Subcontractor, to obtain in behalf of the
Goveritheilt any righta-in Subject Inventions other than as-provi.:4
her the Contractor is not Precluded from separa
negotiating ,With a SUbcontractor for rights in Subject Inve ons for
the Contractat's own 'behalf? but any costs soincurred sha not be
consicleed as aillowable charge-or cost under this con act. Reports,
ins*46nti and Other-infOrmation required to be furni ed by a sub-
contia4or to7Ihe Contracting Officer -under the provi one of such a
Patarl,i4fita clabbe in a subcontract hereunder may, upon mutual consent
'the'C'ontradtor and the subcontractor'(or by dirt tion of the Cone
tractlnk'Oficer) be furnished'tb the Contractor or tranamission to
the Contracting Officer.
-1h 'The Coaractoi halI at the earl st practicable date', notify
the t,l'Atrtaidting'OfficPr in-writing of any ibcontract containing one
or moreljatiiht:iights cisfUsea? furniskt Contracting Officer a copy of
esih'Of Ach'clailbes; and notify the Co racting Officer when such sub.
coiiti&Ot 16 CNMPleted. It is understo.. that with respect to any sub-
contract clause granting rights to Government in Subject Inventions,
the Crovernment,is a third party be eficiaryi and the Contractor hereby
aNsigns d *.e GOVernMent'all th, rights that the Contractor would have
to fpforCe, the7eabc6ntrildtor's ,,.ligations for the benefit of the Govern-
menith resPiidt4E6-Subject entiona.r.eIf there are no subcontracts
containing patent rights cl;.sesi- a-negative report is required. The
Co tractor shall not be ob gated to enforce the agreements of any sub-
ao,titi:ctii-lhAjednder'reI ing to the obligations of the subcontractor to
the cgs?ii,,insman't iIji.,'gar to Subject Inventions. ? . =
r Crf
(i) When the ntractor shows that it has been delayed in the
performance of t r.; contract by reason of the Contractor's inability to
obtaiii.Co.:rice With the requirements of (g) above,- the prescribed
or'etheY 1a:ied-suite.ble patent rights clause from a qualified
subcontctth for :ate iteardr-Se'rvite-required under this contract for
which the C tractor itself does 'hot -have available facilities?
-oz'
qualified ersonnel? the Contractor's delivery dates shall, be extended
foriY led ertiMe"equal to the duration of such -delay. Upon request
oAtia6t6r; the Contacting Officer shall determine to what extent,
a -an additionar-extention'of the delivery dates and increase in
con adt prices-bated upon additional costs incurred by such delay are
pr.per under the circumstancea-and the-contract Shall be modified accord-
.? ? . ? .
?
25. DATA (ASFR 9-20301)
d-adj dfle4Xe-c1 rj yfqq.c, ?f31'
-110?tarTWterm-nSbjectiDatavas used herein includes writings, r
sounVrebtifdIngpittorial rePiodlidtionadrawings. or other graphical
representatione, and works of any sindlar nature (whether or not copy.
righted) which are specified to be delivered under this contract. The
term does not include financial reports, cost analyses, and other infor-
mation incidental to contract administration.
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(b) The Contractor agrees to and does hereby grant to the
Goverhthent, and to its officers, agents, and employees acting within
the scope of their official duties, a royalty-free, nonexclusive and
irrevocable lidense throughout the world for government purposes to
publish, translate, reproduce, deliver, perform, dispose of, and to
authorize others so to do, all Subject Data now or hereafter covered
by copyright; proylledp that with respect to the Subject Data now or
hereafter covered by copyright and not originated in the performance
of this contract, such license shall be only to the extent that the
Contractor, its employees, or any individual or concern specifically
employed or assigned by the Contractor to originate and prepare such
Data under this contract, now has, or prior to completion or final
settlement of this contract may acquire, the right to grant such license
without becoming liable to pay compensation to others solely because
of such grant.
(c) The Contractor shall exert all reasonable effort to advise
the Contracting Officer, at the time of delivery of the Subject Data
furnished under this contract, (i) of all invasions of the right of
privacy contained therein and (ii) of all portions of such Data copied
from work not composed or produced in the performance of this contract
and not licensed under this clause.
(d) The Contractor shall report to the Contracting Officer,
promptly and in reasonable written detail, each notice or claim of
copyright infringement received by the Contractor with respect to all
Subject Data delivered under this contract.
(e) Nothing contained in this clause shall imply a license to the
Government under any patent or be construed as affecting the scope of
any license or other right, otherwise granted to the Government 'under
any patent.
(f) Subject to the proviso of (b) above and unless otherwise
limited below, the Government may duplicate, use, and disclose in any
manner and for any purpose whatsoever, and have others so do, all
Subject Data delivered under this contract.
(g) Notwithstanding any provisions of this contract concerning
inspection and acceptance, the Government shall have the right at any
time to modify, remove, obliterate or ignore any marking not authorized
by the terms of this contract on any piece of Subject Data furnished
under this contract., (Rev. No. 389 1045/58.)
26, MILITARY SECURITY REQUIREMENTS CUM (7104,12)
(a) The provisions of this clause shall apply to the extent that
this contract involves access to securityinformation classified "Con-
fidential" including "Confidential*Modified Handling Authorized" or
higher.
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(i) The Goverment shall notify the Contractor of the security,
cliNtitication Of this cahtract ahd the elements thereof, and of any
subdeqbeht-revfiions in such security Classification4 by the use of a
Security ReqUirements Check List (DD Form 254) or other written Juror.,
matibrf. rrrfrHa ?
--- ? 0,, tR. ild% ? - of:01.;74:4Tiz
(c) To the extent the Government has indicated as of the date of
this contract, or thereafter ihdiCit?Tsedhrity classification under
this contract as provided in paragraph (b) above, the Contractor shall
safeguard all classified elements of this contract and shall provide
and maintain -a_syStem of securitycontrols within its own organization
in adddrdance With the requirements ofs
r
(i) the Security Agreement (DD Form AO), including the
Department of DefelisS'Industrial Security Manual for Safeguarding
Classiffk IhforMation as in effect on the date of this contract, and
-
any modifidatioh-to the Security Agreement for thepur'pose Of -adapting
the Manual to the Contractor's business; and
, r ,3a; iNITaW,TAAX
(ii) any amendments to said Manual made after the date
of this :Contract, notice -of which haS been furnished to the ContractOr
by the SeburitY Office of the Military Department having security
co iande over the facility. ,
--e+? ?a6),*/
RepresentatiVes of the Military Department having' security
cognizance over the facility and representatives of the contracting
Military Department shall have the right to inspect at reasonable
intertels the probedures? iethodS, and facilities utilized by the
Contreibtor in complying With :the Security 'requirements under this
cottraft. Should the Golieradent? through ita authorized representative,
determine that -Elie Contractor has not complied with such requirements,
the Governiment shall inform the Contractor in writing of the proper
iCtions to b taken in order to effect compliance with such require -
?,
ca; 0.'e$ ;
f5PRE!!"?IrC7 U0 ,Irl '0,T1
(e) If,subsequent to the date 'of this contract, the secUrity
classifications or requirements Uhdeas -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 contract 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 mine a$ if such "changes were directed under the "Changesa clause
in this contract, - J1
r'
:(f), The Contractor agrees to insert, in all subcontracts here-
under which involve-access to -classified security information, provisions
which Shall conform substantially to the language of this clause, includ-
ing thisl3aragragi (f) but excluding the last sentence of paragraph (e)
of thie clatise. -' _
FP or FR_
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(g) The Contractor also agrees that it Shall determine that any
subcontrattor proposed by it for the furnishing of supplies and services
which will involve access to classified information in the Contractor's
custody has been granted an appropriate facility security clearance,
which is still in effect, prior to being accorded access to such classi.
field information. (Rev. No. 34, 6/11/58; Rev, No, 48, 8/1/59)
27, UTILIZATION OF SMALL BUSINESS CONCERNS (ASPR 7-104,14)
(a) It is the policy of the Government as declared by the
Congress that a fair proportion of the purchases and contracts for
supplies and services for the Government be placed with small business
concerns, (Rev. No. 28, 1/28/58.)
(b) The Contractor agrees to accomplish the maximum amount of
subcontracting to small business concerns that the Contractor finds
to be consistent with the efficient performance of this contract,
28. EXAMINATION OF RECORDS (ASPR 7-104015)(Mcd.)
(a) The Contractor agrees that the Contracting Officer or any of
his duly authorized representatives shall, until the expiration of
three years after final payment under this contract, have access to and
the right to examine any directly pertinent books, documents, papers and
records of the Contractor involving transactions related to this contract.
(b) The contractor further agrees to include in all his subcontracts
hereunder& provision to the effect that the subcontractor agrees that
the Contracting Offioer or any of his duly authorized representatives
shall, until the expiration of three years after final payment under the
subcontract, have access to and the right to examine any directly
pertinent books, documents, papers, and records of such subcontractor
involving transactions related to the subcontract. The term "subcontract"
as used in this clause excludes (i) purchase orders not exceeding $2,500
and (ii) subcontracts or purchase orders for public utility services at
rates established for uniform applicability to the general public.
(Rev. No. 39, 11/3/58; Rev, No, 42, 1/9/59.)
29. GRATUITIES (ASPR 7-104.16)
(a) The Government may, by written notice to the Gontractorp_
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 gratuities (in the form of entertain,a
ment, 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 witha view toward securing s. contract or securing
favorable .treatment with respect to the awarding or amending or the
making of any determinations with respect to the performing of such
contract; mgvided, that the existence of the facts upon which the
Secretary or his duly authorized representative makes such findings
shall be in issue and may be reviewed in any competent court.
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,L; j 1f
--ttAb) In the event this contract is terminated as provided in
paragtkph (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 Contractor, and (ii) as a penalty
in-additia-to any other damages to which it may be entitled by law, to
exemplary damage's iffan amount (as determined by the Secretary or, his
duly authorizedreprsentative) which shall be not less than three nor
mofg then"teh times the by the Contractor in providing
any such gratuities to any such officer or employee.
4c) The rights and remedies of the Government provided in this
clause dhall not be exclusive and are in addition to any pther_rights
and remedies provided by law or under this contract.
30. - -DONITICT LABOR (ASPR 7-104.17 - ASIR 12-203)
?))4.1 !LE
In connection with -the performance of work under this contract, the
GcntractOr agreea not to employ any person undergoing sentence of
imprisonment at hard labor, , ,T.
, e- -r 194a lEtwn71.4
31. MATERIAL INSPECTION AND RECEIVING REPORT (ASPR 7-105.7) -
At the :time pf each 'delivery under this Contract the Contractor
eahall-prepare, and furnish to the Government, in the manner and to the
extent required 1y the Officer, a Materiel Inspection and
Receiving Report (DI) Form 250 or comparable form). The Government
shall furnish the required forms to the Contractor upon request.
(Rev. No. 35, 7/15/58).
D.41,1.anf, ;"1
32. SUBCONTRACTS-(AFI:1 7-4030) , 4 -rr
nfEraCcP.
?-476 'contract shall be made by the contractor with any other party
for furnishing any of the coMPleted or substantially completed 'articles,
spare parts, or work, herein contracted for, without the written approval
of the Contracting Officer as to sourced; :
33., SUBCONTRACTS (AFPI 7-4042)
1, 4 k,$A H.Z irt r94C,IP 1 17,k:1g
But' 'If this contract provides for price redetermination, the following
vbfidditional provisions shall apply- to subcontracts:
EUltgs' :44 rr.Fic.b"Autclo dslit
e(6)' No contract shall be made by the Contractor with any other
party for furnishing any of the completed or substantially completed
articles, spare parts or work, herein contracted for, without the
written approval of the Contracting Officer as to sources.
(b) The Contractor shall give specific advance notification to
the Contracting Officer of anY proposed subcontract-hereunder which (1)
is on a cost or cost-plus-a-fixed-fee basis, or (2) is on a fixed-price
basis exceeding in dollar amount either $25,000 or five percent (5%) of
the total amount of ;this Contract.
;4)ra eeio - - ? -0 /42 .14 t
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kc) The Contractor shall not, without the prior written consent
of the Contracting Officer, place any subcontract which (1) is on a cost
or costeeplus-a-fixed-fee basis, or (2) is on a fixed-price basis exceed-
ing in dollar amount either $251,000 or five percent (5%) of the total
amount of this contract, or (3) provides for the fabrication, purchase,
rental, installation or other acquisition, of any item of industrial
facilities, Or of special tooling having a value in excess of $1,000, or
(4) it on a time-and-material or labor-hour basis. The Contracting
Offider mats, in his discretion, ratify in writing any such subcontract)
such. action shall constitute the consent of the Contracting Officer as
required by this paragraph W.
(11) The Contractor agrees that no subcontract placed under this
contract shall provide for payment on a cost-plus -a-percentage-of-cost
basis.
(e) The Contracting Officer may, in his discretion, specifically
approve in writing any of the provisions of a subcontract. However,
such approval or the consent of the Contracting Officer obtained as
required by this clause shall not be construed to constitute a determin-
ation of the acceptability of the subcontract price, unless such
approval specifically provides that it constitutes a determination of
the acceptability of the subcontract price.
(f) The Contracting Officer may approve all or any part of the
Contractor's purchasing system and from time to time rescind or reinstate
such approval. Such approval shall be deemed to fulfill the require-
ments for obtaining the Contracting Officer's consent to subcontracts
as prescribed in paragraph (c) above.
The provisions of the clauses of this contract entitled "Subcontracts"
shall be applicable to this contract in addition to the provisions
pertaining to subcontracts appearing in the price revision clause. In
the event of conflict between the clauses, the clauses entitled "Sub-
contracts* shall govern. (AFPC No. 239 8/4/59.)
34. GROUND AND FLIGHT RISK (LSPR 10.404)
(a) Notwithstanding any other provisions of this contract, except
as may be specifically provided in the Schedule as an exception to this
clause, the Government, subject to the definitions and limitations of this
clause, assumes the risk of damage to, or lose or destruction of, aircraft
"in the open," during "operation," and in "flighty" as these terms are
defined below, and agrees that the Contractor shall not be liable to the
Government for any Such damage, loss, or destruction, the risk of which
is so assumed by the Government.
(b) For the purposes of this clauses
(i) Unless otherwise specifically provided in the
Schedule the term "aircraft" Means --
(A) aircraft (including (I) complete aircarft? and
(TI) aircraft in the course of being manufactured, disassembled, or
reassembled, =Adel that an engine or a portion of a wing or a wing is
attached to a fuselage of such aircraft) to be furnished to the Govern-
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ment under this contract (whether before or, after acceptance by the
Gov,.rntilnt)iritylf-d
NO' 1,'u 1141,1ra
L1(13). aircraft (regardless- of whether in a state ,of
disassembly or reassembly) furnished by the Government to th&Contrac-
tor under' this cohtractg,
including aU Property instal,led therein? Or in the prodess of' 'installa.
tle)ii; or teiiiPorii.rilY- retiOve.cl frail -Such airoraftg "as, however, that
stiet-airCraft and. Ptoperty are not 'Covered by a separate bailtent agreeraoht.
(ii) The term "in the open" means?located wholly out-
side of buildings on the Contractor's premises or at such other places
as MaY- be scrid ih the Schedble as being in the open' for the purposes
of this -cla4Se-p-' excePt 'that' 'alraraft firrhished by the Government shall
be deenfed-16.'berin the open at all tines while in Contractors Possession,
care;' 'cuStody-s or control?
5_8 ; e-? 51 -2r
? ,The term' "flight" means any flight 'dembitst;ration?
flight teSti' taiti teet",- or other- flight, Made in the performance of
this COntract, Or TOr- the phrPoSe of Safeguarding the aircraft, or -
previ-ously`approved 11I itinj by 'the :Contracting' Offider? With
respetcV to latd; baded airoraft, "flight" .shall' -.commence with the taxi
roll from a flight line on the COntraotor's Premises, and continue until
the aircraft' has completed the taxi roll in returning to a flight -line
on the Contractor ?s premises; with respect to Seaplaness "flight" shall
commenee With the launching from a ramp on. the Cohtractorss premises 'and
continue- uhtil the aircraft has -completed its lithairig run' upon- return
aha' is beached at a ra.inp on theContractor's premises; with respect to
helicopter, "flight" shall CtOrmaieri0e, ttiOn ehgageMeht of the rotors for
the phrpoileo1 titke -off from the Cont,ractor? s premises and continue
ganel the' aircraft has returned' to the ground on the Contractor " s pre-
mises and the rotors are diserigaged; ,And with respect to =verticil-take;-'
Of aircraft, ' "flight" shall' comMericer iipta disefigageinent froii ahy"la?h
`.platforra or device on the Contractor's premises and cOntinhe
the aircra,ft, has beeh re-prigaged to any launching platform Or detiee'bri'
the-70611.6mo tor " a prOiseteg, '14:1,1ftslea; however iiroraft 'Off the
Contiaotorge premises shall be deed to- be in flight when on the' grohnd
or Ciat'er ota4r a"tri-rig peOds of reasOhable duratibri'f011owine emergeilty.
tliandiheas*- other, landings de i' the 'perfaimariee- of thiS 'Contrabt,'01
1andi1gs approved by the' Contriating' Oftider
ID:
?
-( iv) The text "Contractor ? a prses". Means thCatc
premises designated as such in the Schedule dr COn.L.
tracting OfficerD and any other p1ac6 to which aircraft are moved for the
puryib*Vot- ?gu&rdin
the aircraf * ??
3d rL 3 it .E'r VII * .
a.t (i,r) Thentert- "operation" means OperatiCi.is'apirteati
other than On any prodUCtlon lines ofaitarfts when not 1h -flights
?
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whether or not the aircraft is in the open or in motion during the
making of any such operations or tests, and includes operations and
tests of equipment, accessories, and power plants, only when installed
in aircraft,
(0) (1) The Government's assumption of risk under this clause, as
to aircraft in the open, shall continue in effect unless terminated
Pursuant to subparagraph (3) below. Where the Contracting Officer finds
that any of such aircraft is in the open under unreasonable conditions,
he shall notify- the Contractor in writing of the conditions he finds to
be unreasonable and require the Contractor to correct such conditions
within a reasonable time.
(2) Upon receipt of such notice, the Contractor shall act
promptly to correct such conditions, regardless of whether it agrees
that such conditions are in fact unreasonable. To the extent that
the Contracting Officer may later determine that such conditions were
not in fact unreasonable, an equitable adjustment shall be made'in the
contract price to compensate the Contractor for any additional costs it
incurred in correcting such conditions and the contract shall he
modified in writing accordingly. Any dispute as to the unreasonableness
of such conditions or the equitable adjustment aharl be deemed to be a
dispute concerning a question of the fact within the meaning of the
clause of this contract entitled "Disputes."
(3) If the Contracting Officer finds that the Contractor
has failed to act promptly to correct such conditions or has failed
to correct such conditions within a reasonable time, he may terminate
the Government's assumption of risk under this clause, as to any of the
aircraft which is in the open under such conditions, such termination
to be effective at 12s01 A. M. on the fifteenth day following the day of
receipt by the Contractor of written notice thereof. If the Contracting
Officer later determines that the Contractor acted promptly to correct
such conditions or that the time taken by the Contractor was not in fact
unreasonable, an equitable adjustment shall, notwithstanding paragraph
(f) of this clause, be made in the contract price to compensate the
Contractor for any additional costs it incurred as a result of termin-
ation of the Government's assumption of risk under this clause and the
contract shall be modified in writing accordingly. Any dispute as to
whether the Contractor failed to act promptly to correct such conditions,
or as to the reasonableness of the time for correction of such conditions,
or as to such equitable adjustment, shall be deemed to be a dispute
concerning a question of fact within the meaning of the clause of this
contract entitled "Disputes."
(4) In the event the Government's assumption of risk under
this clause is terminated in accordance with (3) above, the risk of loss
with respect to Government-furnished property shall be determined in
accordance with the clause of this contract, if any, entitled "Govern-
ment-Furnished Property" until the Government's assumption of risk is
reinstated in accordance with (5) below.
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_ (5) When unreasonable conditions have been corrected, the
Co,ntraotor'Shiiii promptly notify the Government thereof. The Govern-
ment ir elect to again .aaSume the risks and relieve the Contractor of
aa''pYoVided in. this clause, or not, and the Contracting
Officer shall notify the Contractor of the Government's election. If,
after correction_ of the unreasonable conditions, the Goverment elects
to-again-as'stittie 'slidh risk's and relieve' the Contractor of such liabilities,
the Contractor shall be entitled to an equitable adjustment in the
contract price for costs of insurance, if any, extending from the end of
the third working dayafter the Contractor notifies the GoVernment
suah d'orreetion until the Government'notifies the Contractor of such
electi'or4 If the Gthierrinient elects net to again assuMe such risks, and
such conditionshiVe in fact been corrected, the Contractor Shall be
entitled:,
to an equitable adjustment for 'costs Of insurance, if any,
extending after' such 'third- Werking day, -
TX!!".5111 ao nooTi ?1.kincs yip i ii
(d) The Go4ernments aption'of risk shall not extend to
daitge to 9 or loss 'aestilidtion of, such aircrafts
;-? ; , -7 - ?
''(i) resulting from failure of the Contractor, due to
willful -misconduct or lack of good faith of any of the Contractors
manageeial personnel,, to maintain and administer a program for the
protection and preservation of aircraft in the open, and during op.'.
eration, in accordance with sonnd industrial paractice (the term
"Ctracter's managerial personnel" mans the Contractor's directors,
officers, arid any of its Managers, superintendents,' or other equivalent
representatives,' who has' supervision or direction of all or substantially
all of the Contractor's business, or-ail Or substantially aU of the
Contractoirs operations at any one plant orseparate location at which
this 'Contract iserformed, or a Separate and complete major indUstrial
operation in connection with the performance of this contract);
(ii) sustained during flight if the pilot c,onducting
SUCh flight has not been approved in writing by the Contracting Officer;
t ;i t L 5 4'ILL 0:
4Ior; -;(iii) while in the course of tranSportatiOn by 'rail, or
by conveyance 'on" public Streets, highways, or 'waterways, exeept for
Governient-fUrnished property; .
,,.T 1.(-,11.75 2:41,
(iv) to the extent that such damage, loss or destruction
is in fact covered brinsuranbc
- consisting Of wear and tear, deterioration (including
rust and corrosion) freezing, or mechanical, structural,_ or electrical
bteakdown or 'failure, unless such damage is the reefillt of: other lose,
damage, or destruction covered by this clause; IRO'sLAd9
fA, however,' in the
case of Government-furnished property, if such damage consists of
reasonable wear and tear or deterioration, or results from inherent vice
in such property, this exclusion shall not apply;
anstained while the aircraft is being 'worked up:on alit
direatly resulting therefibni, including' but riot limited to any repairing,
4:djustingy servicing or Maintenance Operation, unleas such damage, loss
foL. , o-. o.:7coo.v oo 0000'
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or destruction is of a type which would be covered by insurance which
would customarily have been maintained by the Contractor at the time of
such damage, loss, or destruction, but for the Government's assumption
of riak under this clause; or
(vii) under this clause, where the total loss resulting
from each event separately accuring is less than $5000
(e) A subcontractor shall not be relieved from liability for
damage to, or loss or destruction of, aircraft while in its possession
or control, except to the extent that the subcontract, with the prior
written approval of the Contracting Officer, provides for relief of
the subcontractor from such liability. In the .absence of such approval,
the subcontract shall contain appropriate provisions requiring the
return of such aircraft in as good condition as when received, except
for reasonable wear and tear or for the utilization of the property in
accordance with the provisions of this contract. Where a subcontractor
has not been relieved from liability for any damage, loss, or destruc-
tion of aircraft and any damage, loss, or destruction occurs, the
Contractor shall enforce the liability of the subcontractor for such
damage to, or loss or destruction of, the aircraft for the benefit- of
the Government.
(f) The Contractor warrants that the contract price does not and
will not include, except as may be otherwise authorized in this clause,
any charge or contingency reserve for insurance (including self-
insurance funds or reserves) covering any damage to, or loss or destruc-
tion of, aircraft while in the open, during operation, or in flight*
the risk of which has been assumed by the Government under the provi-
sions of this clause, whether or not such assumption may be terminated
as to aircraft in the open.
(g) In the event of damage to, or loss or destruction of, aircraft
in the open, during operation, or in flight, the Contractor shall take
all reasonable steps to protect such aircraft from further damage, sep-
erate damaged and undamaged aircraft, put all aircraft in the best
possible order and, further, except in eases covered by (d)(vii) above,
the Contractor should furnish to the Contracting Officer a statement of
(i) the damaged, lost, or destroyed aircraft;
(ii) the time and origin of the damage, loss, or destruction;
(iii) all known interests in commingled property of which
aircraft are a part; and
(iv) the insurance, if any, covering any part of the
interest in such commingled property.
Except in cases covered by (d)(vii) above, an equitable adjustmentshall
be made in the amount du* under this contract for expenditures made by
the Contractor in performing its obligations under this paragraph (g) and
this contract shall be modified in writing accordingly.
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(h) If prior to delivery and acceptance by the Government any
aircraft is darriaged, lostr'`deitrOyed and the Governtent haslulder this
clause assumed the .risk_of such damage, loss, or destruction, the Govern,-
merit shall either_ (l) req4ireS:that iniah stircrift be replaced_or restored
'I* the Contractor tO tfie-:-COliditiOn'in'iirhiCh-it was immediately prior to
aftth-damage,. or: (2) shall terminate' this contractWith respect to, such
aircraft. -In_ the, event that the,GOVernmerit -requires that the aircraft_be
replaced .,or restored p aii)Pq`nitable'adpustMent shall be made in?the_smount
due under this--contraat and in the timi required for its performance, anl
this contract ,shallje?itiOdified In -Writing accordingly. If, in the
a/ternative,, this cOnGat71-6' teiminatidAuider this paragraph .:with
reepeldt to such.a,ircrift nd Underr7thie clause the Government has assumed
the risk of such damage, - lois, or deetrUction, the Contractor shall bi,
kpaid the contract jpriOe for said aircraft (or, if applicable, any work
to be' performed on :Said 'airoraft) less such amounts -as the Contracting -
.1Officer determineg',(1). that it, would haVe c-Os.t the contractor to complete
the aircraft: (or any?work-to ,be Performed on said aircraft) together ;with
yfianticipated profit; if-.84C"on'any eaCh7-thidompleted -work, and (2) ..to be
the value, if any, of the. damaged aircraft- or any remaining portion
thereof rectainKI laz the COntractor.' - The- Contracting Officer 134an have
the right to prescribe- the Mariner'bf disposition - of the damaged, ;pito
orr. destroyed_ aircrip.ft, '?Y rt'ettaining parts thereof and, if any
additional ..costs of such disposition -ar'6-inourred by the Contractors; a
further -.equitable .adjuitsieltit 'Will be Made in the amount due to . the
Contractor.. r.a44-res of the parties to -art-Ke. upon an equitable adjust-
ment -br upon the amount to be paid ii 'the event of termination of the
contract with respect-t-b-any aircraft, shall be a dispute concerning a
question of fact within- the 'meaning Of the -Disputes -clause of thi.,
contract, _?, ? , " '
t _ _
In the e on ac or s. e re s or.
- ih tiM -imbur ed I
a.r.1(:oofapensat!ed_ br any :thiiepkipiii',Or any-a-it-age-9 -loss,. or ,destruction of
any aircraft, the risk ofTW,b14,0,'hiiir_been si3tliced-by the Government under
71-the- provisions of this blaileP and for 'WhiCh- the Contractor has been
ompentrated by tlie. GO-Vernmenct,, 'it -shill equitably reim.burse the Govern-
ment. The Contractor' Shall do nothing to prejudice. the Covernment'a.,,
rights to recover against third parties for any such damage, loss, or
destruction and upon the request of the Contracting Officer shall at
...the Government:2.e expense-N.10246 to the Government -all reasonable
asdiStance, and. poyeration` (including the :prosecution ?f suit and the
-rr*,exeCution,of iliStrUmentS, Of aSign?ient..or ,subrogation in favor: of the
GOvernmeoit) in obtaining recOvery.
35. INsnoTIqN: Agns'Aftif tap% 7-4023)
, 4.111- T
'171
Cal F1611, The Contractor_ agrees that its books and records and its ?
plants, or such part-theree s' may be engaged -in the performance of this
contract, shall at al reasonable times be subject to inspection and
:audit by, any authorized representative of the Department.
The Contractor shaff'"dinse a like pr vision to ,be inclued-. in
- -
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36. GOVERNMENT-FURNISHED PROPERTY (Sr 13-502)
(*) The Government shall deliver to the Contractor, for use in
connection with and under the terms of this contract, the property
described in the Schedule or specifications, together with such related
data and information as the Contractor may request and as may reasonably
be reqtired for the intended use of such property (hereimafter 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 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 made 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 .Government's 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 con-
tractual provision affected by the rejection or disposition, or the re-
pair or modification, in accordance with the procedures provided for in
the clause of this contract entitled "Changes." The foregoing provisions
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 Govern-
ment-furnished Property or delivery of such property in a condition not
suitable for its intended use.
CO 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 case, the Contracting Officer upon the written
request of the Contractor shall equitably adjust the delivery or perform-
ance dates or the contract price, or both, and any other contraotual
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 pro-
perty, 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 cOmply with the provisions of the *Manual for the Control of
Government Property in the Possession of Contractors" (Appendix
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Armed Service? rocurement Regulation) as in effect on the date of the
contracthiCh Manilal is hereyitoorporated by reference and made a
part of thlerEantradt.- CReve Moo 33s 5/14/58J
.txe
(d) The TztiVernMent-furniahed 'Iiroperty Shall; Unless otherwiSe
providedligieem;14:iised'OnlY'for-the-Perfortande of this contradti
'Cei)'.' The COntracter'sBillmaintiin'and adMinister; in adoOrdance
with sound industrial practices a program for the maintenance; repairs
protectionandprtservation of Government-furnished property s until.
disposed-Of-by the:Contractor in ACtOfdande with this dlause;, In the-.
event ie doCheeto'CoverlqMehtfUrnished proper the
risk?of.Nh4 hatillaedltrthe"GOVernMent':under thif?contraets
the 4Overgient regiEW-StichItems 6r Contractorshall Make
such repaeirinfie PrOPeitfia-thecIoVernment-directsi 9?2214g4s, how
--
avers that irthe'Cilitrietor-canneit. effect-sUch repair within the time
reqUirieriEelaOrAracter-ihili diapoSe of such proPerty in the manner
directed.byithe'tontfacting Officere'''The'Contract price includes no
compenstifon't6Jhe"Ctififrabtorlor the' performance of any repair or
replacement for which the Government is responsibles and an equitable
adjustment will be made in the contract price for any such repair or
replaCealent-OrCOveinnent4urnished prop.rty.made at the direction of,
the Goiceinient;Ank-repair or rePlAdementffor which the Contract r
is resniible'nficlei tWpf6VialOW6f-thiS Contract shall be akomplished
by the'tbniractOr-itItVokrh-exPenae; - '
eric. ; ,!=2 ,
(f) ti)- ExcePt for-'1dads'destrtiction or-damageresulting from a
failufe'arthe'COntradtarSdueto wiUTh1 miacondutt or lack of good:
faith of any of the Contractor's managerial peraOfine1 as defined herein,
to maintain and administer the program for the maintenances repairs
protectiOn'ind Preieivition Of 'the GOvernment-furnished property as re-
quireCty i3arigraiih(e) hereofs'and except .as specifically provided in
clause this contract or in the clause or
clausei Of'tii-COhtrabt'deSignited ih the-SchedUles'the Contractor Shall'.
not be bI, foi-IOSS-or-deatruction-Cfl'or-ditage td-the GoVerhmint
furnished property (A) caused by any peril while the property ia-in
transit off the Contractor's premises s or (B) caused by any of the
foiled:4'1;441i :While-the-propertY i on'the-Contractor4s or. Sub-
contrattcrisrpremisess.or On any-other prises where such -property may
properly Wiociteds'ot.WreMovil"therefrom-becaUse-of any orthe
following perilsa - -
,7-4;statt;,:; ;=,;,t,r n:_s; 2.,4014151.1
'1,(1.).Firei; lightning; WindStorm, cyclones tstnado; hail;
eivil-conmotion.'vandalism
andmilniofii-Mlaahleilsabotageraircraft or objects falling therefrom;
vehi4es'fnhising-iin:lihd or tfibkas'eicludingvehicles.OWned or-operated "
by the ContxictOr-Or iny-akent'ar-eiployee-Of the'Contractor;soke
sprinklef leakage; 4ithqui.ki WiolcanieeruptionrfloodS'netning,-
therebY'riainea ajbodY-of:witervhoitile or warlike action; including
actioffin-filkideringi: Cambitings-OFdefending against an actuals inpend-
ing of eipeoW 'attack by any-governtent'Or toVereign power (do sure or
de factO),t-or by anY anthority-bSinglmiiitarys navals Or air fordebs'or
by an akent'ofinY thch-goVernmentS-pociers-inthoritys- or forces; or
cJ
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(II) Other peril, of a type not hatedabove, if such
other peril is customarily covered by insurance (or by a reserve for
self-insurance) in accordance with the normal practice of the Contractor,
or the prevailing practice in the industry in. which the Contractor is
engaged with respect to similar property in the same general locale*
The perils as set forth in (A) and (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, lay 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 Government-
Furnished property in as good condition as when received for the
utilization of the property in accordance with the provisions of the
prime contract*
The term "Contractor's managerial personnel" as used herein means
the Contractor's directors, officers and any of its managers, superb"-
tendents? Or other equivalent representatives who have supervision or
direction of (I) all or substantially all of the Contractor's business;
(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, any charge or reserve for insurance '
(including self-insurance funds or reserves) covering loss or destrud-
tion 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 Shell notify the Contracting Officer thereof, and shall
communicate with the Loss and Salvage Organization if any, now or
hereafter designated by the Contracting Officer, a;d. with the assistance
of the Loss and Salvage Organization so designated (unless the Contracting
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 Government-furnished
property, put :ll the Government-furnished property in the best-poseible
order, and furnish to the Contracting Officer a statement ofs (Aj the
lost, destroyed and damaged Government-furnished property (B) the time
and origin of the loss, destruction or damage, (C) all known interests
in commingled property of which the Government-furnished property is ik
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 performpg its obligations under this "nib-
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paragraph (iii) (including charges made to the Contractor by the Loss
a , 'Pilvage'Orginization, exCept any of-sUchcharges the paymentof
whcbfirrt4oCreini
ine,ifhaei bftiosi?-sestmed directlyipoto the .
extpiV r vpd-by -the Contracklne-Offiter and set forth in a Supple-'
JonI 'Isd i ^
With thWaijpioval 'Of the Centracting Officer after
lost Ibr deetr0#-on Or-or-damage to aoliernMent-filrhiShed.PtOpertYp
aiiiritilbfga"C-I0?itiibli?abriaftiOil and limitations-as riay be imposed .by
the abiliii'atifig OffiCer the Contractor maynotinonrder to.iinimize
the loss to the Goiernment-Tor-inObI4dertb permft resumption of business
or he li1?soli for the account of the Government any item of Govern-
mentifiraihealtYlzhich. flab be damaged beyond practicable '
repair, or which is so commingled Or cdtbined with prOpertynof.othera,
including the Contractor, that separation ts impracticable.
AJ 60.0,115fT,.0
(v) gxnept to the extent of any loss or destruction of or
damage tEio'Toiov4incient.4Urn18hed 'Property- for Which the ContradtOr
is relieved of liability under the foregoing provisions of this
clause, and except for reasonable wear andotear,or depreciation, or
the utilization of the Government-furnished pr perty in accordance
with the provisions of this contract, the Government-furnished
property (other than property 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's rights to recover against third parties for any such loss,
destruction ordamage and, upon the request of the Contracting Officer,
shall at the Government's expense, furnish to the Government all
reasonable assistance and cooperation (including 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 Covernment-Turnished property, the Contractor shall
enforce the liability of the subcontractor for such loss or destruc-
tion of or damage to the Government-Furnished property for the benefit
of the Government.
(vii) (Where applicable). In the event any aircraft are to
be furnished under 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 will be governed by the
clause of this contract captioned "Flight Risks", to the extent such
clause is, by its terms, applicable.
(g) The Government shall at all reasonable times have access to the
-premises wherein any Government-furnished property is located.
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(h) Itp(na the completion of this contact, or at such earlier date
as may be fixed by the Contracting Officer, the Contractor shall slibmit,
in a form acceptable to the. Contracting Officer, inventory schedules
covering all items of Government-furnished property not consumed in the
performance of this contract (including any resulting scrap), or not
theretofore delivered to the Government, and shall deliver or Make such
other disposal of such Government-furnished property i as may be directed
or authorized by the Contracting Officer. The net proceeds of any such
disposal Shall be credited to the contract price or shall be paid in
such other manner as the Contracting Officer may direct.
(i) Directions of the Contracting Officer and communications of
the Contractor shall be in writing.
37. ALTERATIONS IN CONTRACT (ASPR 7-105.1)
The following alterations have been made in the provisions of
this contracts
Laat;t: 24 Pi4"E,V,! .-Js. 23, Wat, 1
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