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

Document Type: 
Collection: 
Document Number (FOIA) /ESDN (CREST): 
CIA-RDP64-00360R000800020019-2
Release Decision: 
RIPPUB
Original Classification: 
S
Document Page Count: 
50
Document Creation Date: 
November 11, 2016
Document Release Date: 
January 19, 1999
Sequence Number: 
19
Case Number: 
Content Type: 
REPORT
File: 
AttachmentSize
PDF icon CIA-RDP64-00360R000800020019-2.pdf3.79 MB
Body: 
Sanitized - Approved-For Releas ,emt4111044:11#P64-00360R000800020019-2 25X1A1a 25X1A5a2 25X1A5a2 25X1A2g ..1204, 7 CoPLa.?,of 3 C=Tha. DL'11LIGczAGENCY CMIMACMM OFFICM'S ICTEENMUCIONS AND FINDINGS AIMMITY 0 NEWnWE COM= 25X1A5a2 25X1A5a2 telligence Avec es to r 25X1A2d2 t with the procurement or deaLn and configux olstastiadMITIMI.esof propulsion system for Project Mit 25X1A2d2 hereby find that this procurement, Project is estimsted to cost and is chargeable to Fiscal Tear 1959 funds and is for the design and coafi&urstion studies 25X1A2d2 various propulsion systems for Project I also find that this procurement is in the interest of National Defense and that it will be certified by the Director of Central Intel ligmace in accordance with procedure approved by the /CI on 15 December 1956, to be for objects of a confidential, extra- ordinary and emergency nature and therefore within the purview of procurement authority of the Agency as stated in Section 10(b) of Public Law 110, 81st Congress. Procurement by formal *Aver- tieing of the services called for by the proposed Contract No. would result in public disclosure of the nature and char- acter of the studies and the proposed end article and would thereby jeopardize the security classification of this project. I hereby determine, as Contracting Officer for this con- tract, that the necessity and authority for negotiation of this contract have been ada?pately documented by proper Agency auth- ority, and that the proposed contract must necessarily be nego- tiated without formal advertising. 25X1A9a Sanitized - Approved For Re 25X1A9a Contracting Officer, DPS A-RDP64-00360R000800020019-2 25X1A5a Sanitized - ApprOptd For Rele DP64-0O4A0R0008000200019-2 25X1A2g IMI0049 Copy," of 5 IORGOTIATED CONTRACT Contract No. Contract For: See Schedule Amount: See Schedule Mail Invoices to: Performance Period: See Schedule Administrative Data: 25X1A5a2 25X1A5a2 This contract is entered into by and between the United States of America, hereinafter called the Government, represented by the Con- tracting Officer executing this contract, and the above named Con- tractor Which is a corporation, incorporated in the State of EMm, 25X1A5a1 hereinafter called the Contractor. The parties hereto agree that the Contractor shall furnish the facili- ties and deliver all supplies and perform all the services set forth in the attached Schedule issued hereunder, for the consideration stated therein. The rights and obligations of the parties to this contract shall be subject to and governed by the attached Schedule and General Provisions. In the event of any inconsistency between the Schedule and the General Provisions, the Schedule shall *Patrol. IN WITNESS WHEREOF, the parties hereto have executed this contract as of SEP 9 1958 , 1958. THE UNITED STATES OF AMERICA By Contracting Ott icer 25X1A5a2 25X1A2e Sanitized - Approved Forel RDP64-00360R000800020019-2 Rmittgalm . IA- Sanitized - ApproWd For Release ?CIA-RDP64-00ebR000800020019-2 SECRET 25X1A5a2 Contract No CERTIFICATE 25X1A5a2 , certify that I am the of the Corporation named Paaletast Sodiriptary 25X1A5a2 as Contractor herein; that who signed this contract on behalf of the Contractor was then_40440,0?.ow ag4misava4441satilusuack____of said Corporation; that said con- tract was duly signed for and in behalf of said Corporation by authority of its governing body, and is within the scope of its Cor- porate powers. 25X1A5a2 (Corporate Seal) Assistant Secretary - 2-. Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - ApprtWed For ReleielittRDP64-00060R000800020019-2 25X1A5a2 25X1A5a2 INDEX TO SCIEEMULE PART I - SCOPE OF WORK Contract No. PART II - DELIVERY PART III - ESTIMATED COST AND FIXED FEE PART IV - PAYMENT- 4 PART V - ANTICIPATORY COSTS 5 PART VI - WAIVER OF REWIREMENTS OF GENERAL PROVISIONS - 5 PART VII - SPECIAL SECURITY RESTRICTIONS 5 PART VIII - AUDIT 6 APPENDIX I 7 - 3 - Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Appirbved For ReleaU6RDP641175360R066860103019-2 25X1A5a2 Contract No. SCHEDULE PART I - SCOPE OF WORK Contractor shall furnish the necessary engineering, design and development to accomplish the work set forth in Appendix I attached hereto and made a part of this contract. PART I/ - DELIVERY The Contractor shall accomplish the work and submit the required reports in accordance with the provisions of Appendix I mentioned in PART I hereof. PART III - ESTIMATED COST AND FIXED FEE 25X1A1a 25X1A1a a. The total estimated cost for the rformance of this contract, exclusive of the fixed fee, is b. The fixed fee for the performance of this contract is PART IV - PAYMENT a. In accordance with the provisions of Clause 4 of the General Provisions of Ude contract entitled, "Allowable Cost, Fixed Pee, and Payment", the Government shall pay the Contractor, as full compensation for the performance of this contract, the fixed fee as specified in PART III above, and the Allowable Cost incurred by the Contractor in the performince of this contract, and accepted by the Contracting Officer as chargeable in accordance with "Contract Cost Principles, Section IV, Part 2, Armed Serviees Procarnmeot Regulations." It being understood end agreed, without limiting the gemerality of the feregelagi, that the fol- lowing shall be considered as allowable items of cost incurred hereunder When incurred or paid by the Contractor: (1) Costs for overtime work shall be an allowable item of cost hereunder only if, and to the extent, that such overtime work baa been authorized by the Contracting Officer. (2) Costs of ordinary plant rearrangement or relocation of facilities, and costs of extraordinary plant rearrangement or relocation of facilities when approved in writing by the Contracting Officer prior to the making thereof by the Contractor, as required in the performance of this contract except to the extent that the Contractor is reimbursed for such costs under facilities contracts between the Government and the Contractor or to the extent provision is made apart from the contract or said facilities contracts for the payment of such costs by the Government or otherwise than by the Contractor. (3) Costs of premiums of group life policies and on insurance carried by the Contractor with respect to personnel parti- cipating in flights, irrespective of the fact that the Contractor is named as the beneficiary in such policies provided that the proceeds from any such policies are not retained by or do not iiiimmmt to the benefit of the Con- tractor. 101116 Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 25X1A5a2 25X1A5a2 Sanitized - Adkoved For Rele RDP64?030360R0 Contract No. (10 (5) Costs as approved by the Contracting Officer incurred in connection with acquisition of patents and licenses, purchased designs, and royalty payments. Costs incurred by the Contractor in excess of gross re- ceipts in connection with the operation of food service facilities at plants operated by the Contractor primarily for the use of Contractor's and Government personnel and other persons doing business at said plants shall be allowable items of cost hereunder to the extent allocable to this contract. All gross receipts received by the Contractor in excess of all costs incurred from its operation of said facilities shall be credited to the Government to the extent allocable to this contract in reduction of costs under this contract. (6) Costs _(including normal maintenance costs) incurred by the Contractor in repairing and rehabilitating machinery and equipment authorized for use or &squired by the Contractor pursuant to Special Facilities Contracts between the Government and the Contractor shall be an allowable item of indirect cost for the year in which subject expenses were incurred; provided such repairing and rehabilitating were performed in accordance with the provisions of the Special Facilities Contracts referred to herein as the - same have heretofore or may hereafter be amended. It is agreed and understood that repairing and rehabilitating as used herein shall be distinguished from the moderniza- tion of facilities and shall be considered to mean such restoration of any item of facilities to its original con- figuration and/or such replacing of worn-out parts or sub- stitute parts intended for the same purpose as is beyond the scope of normal parts replacement but does not result in a change in the original design or an enhancement of the original operating efficiency of such item of facilities. The cost of replacing parts pursuant to the modernization program authorized by any Special Facilities Contract shall be borne by the Contractor and reimbursement therefor sOught under said Facilities contract. (7) (8) The allocable portion of costs of all shop supplies, main- tenance supplies, engineering and blueprint supplies, perish- able tools (to the extent not capital items), and other similar items purchased by the Contractor during the period of this contract shall be allowable items of cost at the time of payment therefor. Costs of materials, parts or equipment purchased or fabri- cated in connection with the performance of this contract which were transferred to other Government CPFF contracts on a transfer of accountability basis provided such trans- fers are approved by the Contracting Officer. -5 ? Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 ? ' Sanitized - App/trved For Release ; CIA-RDP64-W36ORM0$66020045-/lA5a2 ? (9) Contract No. The cost of personnel movement of a special nature and relocation of executive, technical and key personnel shall be a proper item of indirect cost only if such movement and cost thereof are approved, by the Contracting Officer, and then only to the extent that the Contractor is not directly reimbursed for such costs under the pro- visions of this or any other contract with the Government. (10) Costs, as determined to be allowable to this contract by the Contracting Officer, of general research and develop- ment which is beneficial to the design, development and manufacture of aircraft and related products but not specifically applicable to any particular contract shall be allowable items of cost hereunder as an indirect cost. A negotiated allowance for general research and development based upon evaluation of the Contractor's general research program and its relationship to problems or projects of a military nature by any Military Department shall be allocated to the contract in accordance with this clause. It is recognized by the parties hereto (i) that Contractor has an established incentive compensation plan for its officers and employees, (ii) that the estimated cost herein does not include any allowance for the cost of such plan, and (iii) that a change in Government policy regard- ing the treatment, for contract purposes, of the cost of such plan is anticipated prior to the completion of this contract. Accordingly, it is agreed that if at any time prior to final payment under this contract this policy of the Government is changed, as evidenced by changes in the Armed Services Procurement Regulation or otherwise, to recognize any portion of the cost of such plan as an allowable item of cost under cost reimbursement contracts of this type, then the cost of such a plan allocable to this contract shall be allowable hereunder and, upon the request of the Contractor, an equitable adjustment of the estimated cost set forth herein shall be negotiated by the parties to reflect the estimated cost of such plan allocable to this contract, and the contract shall be amended accord- ingly. b. For purposes of billing current costs incurred under this con- tract or until such time as an audit of Contractor's interim or final vouchers or invoices is made by the Contracting Officer or his authorized representative, the Contractor shall use the following rates in computing costs incurred hereunder: "Those rates which are currently approved by the cognizant military department for billing purposes under CPFF con- tracts." 6 Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 taw 25X1A5a2 25X1A5a2 Contract No. 111111111 c. Contractor shall be paid the fixed fee stated in PART III hereof in monthly installments based on allowable costs incurred by the Contractor and approved by the Contracting Officer computed at the same ratio that the total fixed fee stated herein is to the total estimated cost stated herein, subject, however, to the withholding provisions of paragraph (c) of Clause 4 of the General Provisions hereof. PART V - ANTICIPATORY COSTS All costs which have been incurred by the Contractor on or after 16 July 1958 in anticipation of and prior to the signing of this con- tract, and which, if incurred after the signing of this contract, would have been considered as items of Allowable Costs hereunder, will be accepted by the Contracting Officer as costs under this contract. PART VI - WAIVER OF RA/UrREKENTS OF GENERAL PROVISIONS Notwithstanding the requirements of any of the General Provisions of this contract to the contrary, whensoever the Contractor, in per- formance of the work under this contract, shall find that the require- ments of any of the clauses of the General Provisions are in conflict with security instructions issued to the Contractor by the Contracting Officer or by his duly authorized representative for security matters, the Contractor shall call the attention of the Contracting Officer to such conflict and the Contracting Officer or his duly authorized repre- sentative for security matters shall (i) modify or rescind such security requirements or (ii) the Contracting Officer shall issue to the Con- tractor a 'waiver of compliance with the requirements of the General Provisions conflicting with such security requirements. Any waiver of compliance with the General Provisions of this contract issued by the Contracting Officer shall be in writing, except that the approval by the Contracting Officer of any subcontract issued hereunder by the Contractor shall be deemed to constitute approval of waiver of any clauses of the General Provisions in conflict with the stipulations of such subcontract. PART VII - SPECIAL SECURITY RESTRICTIONS The Contractor shall not reveal (i) the specific nature or any details of the work being performed hereunder or (ii) any information whatsoever with respect to the department of the Government sponsoring this contract and the work thereunder except as the Contractor is directed or permitted to reveal such in.formation br the Contracting Officer or by his duly authorized representative for security matters, and notwithstanding any clause or section of this contract to the con- trary) the Contractor shall not interpret any clause or section of this contract as requiring or permitting divulgence of such information to any person, public or private, or to any officer or department of the Government without the express consent of the Contracting Officer or his duly authorized representative for security matters. Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 ? Sanitized - App*ed For Release : CIA-RDP64-011360R000800020019-2 *bier. 25X1A5a2 25X1A5a2 Contract No. PART VIII - AUDIT Audit of costs hereunder shall be by the cognizant military audit agency, in accordance with security requirements which shall be agreed upon between the Contractor and the Contracting Officer. Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 25X1A5a2 Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Approve*For Release : CIA-RDP64-0036461000800020019-2 INDEX OF MURAL PROVISIONS 1. DEFINITIONS ? 1 2. CHANGES ?,?,?,? .1 3, LIMITATION 02 COST........ - ** ******* ***ivories,' ****** ** 2 4, ALLOWABLE COST, FIXED FEE, AND PAYMENT., 3 INSPECTION AND CORRECTION OF DEVECTS,...... 4 *** ? * 5 6. ASSIGNMENT OF CLAIMS '?'-e.tc,orDetsiotookovAlsoaocoolp#01# ****** os 7 7, RECORDS. 44404 ******* 04,1,494044040004001,04M00442 7 8. SUBCONTRACTS? * * ? *** * ? *********** -0 9. UTILIZATION OF slam, BUSINESS CONCERNS?, -10 10, TERMINATION?...? ***** ....10 LL, EXCUSABLE DFT4SS . ** ......, 015 12, DISPUTES 130 NOTICE AND ASSISTAME REGARDING PATENT INFRIZGEMENT.,.,16 14. BUY AMERICAN ACT. *** ****** 444.104 ***** .W40040004404017 15, CONVICT LABOR * , * ? **** eeeipsl000p.s4017 16. EIGHT?HOUR LAW OF 1912......, ,.....00...17 17* NONDISCRIMINATION IN 18, OFFICIALS NOT TO BENEFIT 19 19. COVENANT ACAINST CONTINGENT FEES 19 20. PATENT 21, GOVERNMENT MCPERTY 24 22. INSURANCE?LIABILITY TO THIRD PERSONS- * ***** aesesooilsocteo29 23, AUTHORIZATION AND CONSENT.,.: 30 24. FILING OF PATENT APPLICATIONS 31- 25. REPORTING OF ROYALTIES 31 26. RIGHTS IN DATA?UNLIMITED . ' 33 27, MILITARY SECURITY REQUIREMENTS 34 28. WALSH?HEALEY PUBLIC CONTRACTS ACTS 35 29, GRATUITIES..., 36 30. NEGOTIATED OVERHEAD RATES... ***** 00010.3.04100 ***** #91,0036 31. DELAY IN DELIVERY OF DATA?...???, *** *** 00.0????.?0?00.37 SUPEPSEDING SPECIFICATIONS .0.00.0.0.00c00,..000 ****** 33. FLIGHT 34. ALTERATIONS ***** ..............00........00,39 Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Appromed For Rele se; CIA-RDP64-00a40R000800020019-2 GENERAL PROVISIONS 1. DEFINITIONS (ASFR 7-103.1 AFPI 7-403,1) As used throughout this contract tee following terms shall have the meanings set forth below: (a) The term "Secretary" means the Secretary, the Under Soeletary, or any Assistant Secretary' of' the Department and the he,d or avy assistant head of the executive agency; and the term "his duly authorized representative" means any person or persons or board (other than the Contracting Officer) authorized to act for the Secretary. (h) The term "Contracting Officer" means the person executing this contract on behalf of the Government, and any other officer or clv3linn employee who is a properly designated Contracting ,nd the term incll_es, except as otherwise provided in thts eceitract, the authorized representative of a Contracting Officer acting within the liLits of his authority. ? (c) Except as otherwise provided in this contract, the term ? "subcontracts" includes purchase orders under this contract. (d) (AM 7-3C',1) The term "contract work" 1. Ans all work to be performed undep tnis contract including any AOies covering ful.Jamental, theoretical, or experimental investigations; any extension of the inveetigative findings and theories of a scientific or technical nature into practical application; any tauelble items, hereinafter referred to as "supplies," furnished to the Government; and any reports, data, computations, plans drawings, and specifications with respect to any of the foregoing. 2. CHANCES (AFPI 7-403.2) The Contracting Officer may at any ti:? y a written order, make changes in or additions to the drawings and specifications, issue additional instructions, require additional work within the general scope of the contract, or change the place of delivery, method of shipment, or the amount of Government-Furnished property. If any such change causes an increase or decrease in the estivated cost of, or the time required for performance of this contract, or otherwise affects any - 1 - C. - Aoroved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Appreoptd For Rele RDP64-004060R000800020019-2 other provision of this contract, an equitable adjustment shall be 1 (i) in the estimated cost or delive::7 schedule, or both,(ii) in the amount of any fixed fee to be paid to the Contractor, and (iii) in such other provisions of the contract as may be so affected, an the contract shall be modified in writing accordingV. Any claim by the Contractor for adjustment under this clause must be assertdd within sixty (60) days from the date of receipt by the Contractor of the notification of change; Provided, however, That the Contracting ot-icer, if he decides that the facts justify such action, may receive arA act upon any such claim asserted at any time prior to final payment 'or t',1dA; contract. Failure to agree to any adjustment shall be a de3pute concerning a question of fact within the meaning of the clause at this contract entitled "Disputes" However, nothing in this clause shell excuse the Contractor from propeeding with the contract as a 'aged. t 3. LIAITATION OF COST (A2PR 7-203.3 AFPI 7-403.3) (a) It is estieated that the total cost to tLa Ge-ernment, exclusive of any fixed fee, for the performance of this contract will not exceed the estimated cost set forth in the Sc:eeele, and the Coatractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated cost. If at any time the Contractor has reason to bdieve that the costs which it expects to incur in the performance of this contract in the nexe succeeding thirty (30) days, lie.en added to all costs previously ineurred, will exceed eighty-five percent (85%) of the estimated cost then set forth in the Schedule, or if at any time, the Coe-erector has roasoe to believe that the total cost to the Government, ?elellusive of any fixed fee, for the performance of this contract will le ubstantially greater or less than the then estimated cost thereof, the Uoetractor shall notify the Contracting Officer in writing to that Cfect, giving its revised estimate of such total cost for the performance of this contract. (b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the Schedule and the Contractor shall not be obligated to continue performance under the contract or to incur costs in excess of th3 estimated cost set forth in the Schedule, unless and until the CcatracLing Officer shall have notified the Contractor in writing that such estimated cost has been increased and shall have specified in such notice a revised estimated cost which shall thereupon constitute the es dmated cost of performance of this contract. When and to the (creaniliftei181401-oved For ele IA-RDP64-00360R000800020019-2 L.. . Sanitized - Approved For A-RDP64-01WOR000800020019-2 'extent that the estimated oost set forth in the Schedule has been increased, any cost incurred by the Contractor in excess cf such estimated cost prior to the increase in estimated cost shall be al2ewable to the same extent as if suoh cOsts had been incurred after such increase in estimated cos-to ALLOWABLE COST, FIXED FEE, AND PAil,LENT (ASR 7-203.4 AFFT 7-403,4) (a) For the performance of this contract, the Government shall pay to the Contractor the cost thereef determined by the Contracting Officer to be allowable in accordance with Part 2 of Section XV of the Armed Services Procurement Regulation as in effect on the date of this contract and the Schedule (hereinafter referred to as "Allow- able Cost"), plus such fixed fee, if any, as may be provided for in the Schedule, (b) Once each month (or at more frequent intervals, if approved by the Contracting Officer) the Contractor may sul-nit to an authorized representative of the Contracting Officer, in such form and reasonable detail as such representative may require, an invoice or public voucher supported by a statement of cost incurred by the Contractor in the performance of this contract and claimed to constitute Allowable Cost. Each statement of cost shall be certified by an officer or other responsible official of the Contractor authorized by it to certify such statement, (c) As promptly as may be practicable after receipt of each i 7oice or voucher and statement of cost, the Government shall, except as hereinafter provided and subject to the provisions of paragraph (d) below, make payment thereon as approved by the Contracting Officer. After payment of eighty-five percent (85%) of the fixed fee set forth in the Schedule, as from time to time amended, further payment on account of the fixed fee shall be withheld until a reserve of either (i) fifteen percent (15%) of the total fixed fee or (ii) whichever amount is less, shall have been set aside, such reserve or the balance thereof to be retained until the execution and delivery of a release by the Contractor as provided In paragraph (e) hereof. (d) At any time or tii:xsprior to final payment under this contract the Contracting Officer may cause to be made such audit of the invoices or -euchers and statements of cost as shall be deemed necessary. Each pail-lent theretofore made shall be subject to reduction to the extent of ,am. -ants included in the related invoice or voucher and statement of cost laich are found by the Contracting Officer on the basis of such audit net to constitute Allowable Cost, and shall also be subject to reduction for - 3 - (CPFF Apr. 18, '58) 4000et- Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 VIM" Sanitized - Appnwed For CIA-RDP64-0190t0R000800020019-2 overpayment or to increase for underpayments on prededing invoices or vouchers. On receipt of the voucher or inVoice designated by the Contractor as the "completion voucher" or "Compl.etion invoice" and statement of cost, which shall be slthmitted y the Contractor as promptly as may be practicable following a6mpietion of the work under this contract but in no event later than ono (1) year (or such longer period as the Contracting Officer may, in his discretion, approve in writing) from the date of such completion, and following compliance by the Contractor with all provisions or this contract (including, without limitation, provisions relating to patents and the provisions of paragraphs (e) and (f) of this clause), the Government shall as pronpay as may be practicable pay any bnlance of Allowable Cost. (e) The Contractor and each assignee under an assignment entered into under this contract -4nd in effect at tizth_tica of.finttl payment under this contract shall execute and deliver at the tine of and as a condition precedent to final payment under this contract, a release dieoharging the Government, its officers, agents and employees of and from all liabilities, obligations and claims arising out of or under this contract, subject only to the following exceptionst (1) Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor* (2) Claims, together with reasonable expenses inciden- tal thereto, based upon the liabilities of the Contractee to third parties arising out of the per- formance of the contract, which are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not, more than six (6) years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, which- ever is earlier. (3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indem- nification of the Government against patent liabil- ity), including reasonable expenses incidental thereto, incurred by the Contractoreunder the provisions of the contract relating to patents. (f) The Contractor agrees that any refunds, rebates or credits (including any interest thereon) accruing to or received by the -4-. (CPFF Al7r. 18, T58) r Sanitized - Approved For Re -ase :tIA-RDP64-00360R000800020019-2 3. Sanitized - Appnaved For Release :" -RDP64-09060R000800020019-2 Contractor or any assignee wlich arise out of the performance of this contract and on account of which the ContractOr has received reimburse- at shall be paid by the Contractor to the Government. The Contractor :;id each assignee under an assignment entered into under this contract in effect at the time of final payment under this contract shall execute and deliver at the time of and as a condition precedent to final payment under this contract, an assignment to the Government of refunds, rebates or credits (including any interest thereon) arising out cf the performance of this contracts in form and substance satisfactory to the Contracting Officer. Reasonable expenses incurred by the Contractor for the purpose of secui4ing any such refunds, rebates or credits shall constitute Allowable Cost when approved by the Contracting Officer. (g) Any cost incurred by the Contractor under the terms of this contract which would constitute Allowable Cost under the provisions of this clause shall be included in determinfng the amcent payable under this contract, notwithstanding any provisions conteined in the epecifi- eation, or other documents incorporated in this contract by reference, designating services to be performed or materials to be furnished by the Contractor at Ito expense or without cost to the Government. (h) Payment of the fixed fee shall be made to the Contractor as provided in the Senedule subject, however, to the withholding provisions of paragraph (c) hereof. 5. ISPECTION AND CORRECTION OF DEFECTS (AFPI 7-403.5) (a) All work ender this contract shall be subject to inspection Bad test by the Government, to the extent practicable at all reasonable ti-les and places including the period of performance, and in any event ior to final acceptance. The Contractor shall provide and maintain Lla inspection system acceptable to the Government covering the work nereunder. The Government, through any authorized representative, may inspect the plant or plants of the Contractor or of any of its subcon- tractors engaged in the perfermence of this contract. If any inspection or test is made by the Government on the promise of the Contractor or subcontractor, the Contractor shall provide and shell require eubcor- tractors to provide all reasonable facilities and assistance for tho safety and convenience of the Government inspectors in the perfor: once of their duties. All inspections and tests by the Government s7-aLl be performed in such a manner as will not unduly delay the work. Final inspection and acceptance by the Government shall be male as promptly as practicable after delivery. The time and place of delivery, final inspection, and acceptance shall be as set forth in the Scheduleo (b) The Contractor warrants that the services rendered in the performance of this contract will conform to the requirements of this contract and to hfgh professional standards in the field and that any article delivered to the Government under this contract will conform (6?InItyedislApKoved For -5- A-RDP64-00360R000800020019-2 Sanitized - Approved For9,ase : CIA-RDP64-00.60R000800020019-2 to the requirements of this contract and will not be defective in material or workmanship. (c) At any time dUring performance of this contract, but not later than six (6) months (or such other period as nay be provided in the schedule) Lifter final acceptance, the Government may require the Contractor to remedy by correction or replacement as directed by the Contracting Officer, any failure by the Contractor to comply with its obligations under paragraph (b) hereof, Except as otherwise provided in paragraph (d) here- of, the cost of any such replacement or correction shall be included in ".Alloweble Costa determined as provided in the clause of this contract entit. "Allowable Cost, Fixed Fee and Payment," but no additional fee shall to payable with respect thereto, Corrected articles shall not be tendered again for acceptance unless the former tender and the require- Lent of correction is disclosed. If the Contractor fails to proceed with reasonable promptness to perform such replacement or correction, the Government (i) nay by contract or otherwise perform such replacement or correction and charge to the Contractor any increased cost occasioned *owe the Government thereby, or :any reduce any fixed fee payable under this contrac, (or require repayment of any fixed fee theretofore paid) in such amount as may be equitable under the circuhstances; or (ii) in the case of articles not delivered, may require the doliv.ry of such articles and shall have the right to reduce any fixed fee payable under this contract (or to require repaymeno of any fixed fee theretofore paid) in such amount ,9 may be equitable under the circumstances; or (iii) may terminate this aeetract for default as provided in the clause of this contract entitled "Termination," Failure to agree on the amount of any such incroceed cost to be charged to the Contractor or to such reduction in, or repayment of, the fixed fee shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled Disputes" (d) Notwithstanding the provisions of paragraph (c) hereof, the Government nay at any time req*.ire the contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with its obligations under paragraph (b) hereof, if such failure is due to fraud, lack of good faith, or willful leis - conduct on the part of any of the contractors directors or officers, or on the part of any of its managers, superintendents, or other equivalent representatives, who has supervision or direction of (i) all or substantially all of the Cortractorls business; or (ii) all or substan- tially all of tho Contractors operations at any one plant or separate location in which this contract is being performed; or (iii) a separate and complete major industrial operation in connection with the perform- ance on this contract, Fraud, lack of good faith, or willful misconduct on the part of any of such supervisdry personnel shall be deemed to include the selection of individual employees or the retention of employees after any of such supervisory personnel has re-son to believe that such employees are habitually careless or otherwise unqualified* - 6 - ( CPFF Ape _18 158) Sanitized -Approved Fosuliloli-RDP64-00360R000800020019-2 L Sanitized - Appeared For Rel A-RDP64-08060R000800020019-2 (e) Corrected articles tendered as replacements shall be subject to the provisions of this clause in the same manner and to the same extent as supplies originally delivered under this contract* (f.) The Contractor shall make its records of all inspection work available to the Government during the performance of this contract and for such longer periods as may be specified in this contract. (g; Except as provided in this clause and as may be provided in the Schedule; the Contractor shall have no obligation or liability to correct or replace supplies or lots of supplies which at the time of delivery are defective in materials or workmanship or otherwise not in conformity with the requirements of this contract. ASSIGNMENT OF CLAIMS (ASPR 7-103.8 AFPI 7-403.6) (a) Pursuant to the provisions of the Assignment of Claims Act or 1940 as amended (31 U.S. Code 203, 41 U.S. Code 15), if this contract New orovidt1 for payments aggregating 'v21,000 or more, claims for monies duo Dr to bee one due the Contractor from the Government under this contract nay be assigned to a bank, trust company, or other financing institution, including any Federal Lending agency, and may thereafter be further assigned and reassigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not already paid, and shall no;, be made to more than one party, except that any such assignment or maeLgnment may be made to one party as agent or trustee for two or more parties participating in such financing. Not- ithstaleing any provision of this contract, payments to an assignee of Jay moniee, due or to become due under this contract shall not, to the xtent provided in said Act as amended, be subject to reduction or sot-off, (b) In no event shall copies of this contract or of any plans, eeecifications, or other similar documents relating to work under this mntract, if -larked "Top Secret", "Secret", or "Confidential", be 'ernished to any assignee of any claim arising under this contract or -o any other person not entitled to receive the same; provided* That copy of any part or all of this contract so marked may bo furnished, e any information contained therein may be disclosed, to such assignee pen the prior written authorization of the Contracting Officer. ECORDS (ASPR 7-203.7 AFPI 7-403.7) (a)(1) The Contractor agrees to maintain books, records, documents ad other evidence pertaining to the costs and expenses of this contract hereinafter collectively called the "records") to the extent and in such etail as will properly reflect all net costs, direct and indirect of lbor, naterials? equipment, supplies and services, and other costs _TIT Apr. 18, /58) Sanitized - Approved For e e ?7 f,7t. CIA-RDP64-00360R000800020019-2 . Sanitized - Appkwed For Re 1A-RDP64-0?460R000800020019-2 and expen8es of whatever nature for which reimb soment is claimed under the provisions of this contract. The Contractor s accounting procedures and practices shall be subject to the approval of the Contracting Officer; provided, however, that no material chande 1411 be required to be made in the Contractor's accounting procedure and practices if they conform to generally accepted accounting practices and if the costs properly applicable to this contract are readily ascertainable therefrom* (2) The Contractor agrees to make available at the office of the Contractor at all reasonable times during the period set forth in sub- paraLr.ph (4) below any of the records for inspectior, audit or repro- ducti n by an authorized representative of the Contracting Officer. (3) In the event the Contracting Officer or any of his duly authorized representatives determines that his audit of the amounts reimbursed under this contract as transportation charges will be made at a place other than the office of the Contractor, the Contractor agrees to deliver, with the reimbursement voucher covering such charges or as may be otherwise Nor, specified within two years after reilibursoment of charges covered by any such -voucher, to such representative as may be designated for that purpe;,e through the Contracting Officer such documentary evidence in support of transportation costs as may be required by the Contracting Officer or any of his duly authorized representatives. (4) Except for 6ocumentary evidence delivered to the Government pursu.at to subparagraph (3) above, the Contractor she31 preserve and make available its records for a period of six years (unless a longer period of tine is provided by applicable statute) from the date of the voucher or invoice submitted by the Contractor after the completion of the weak under the contract and designated by the Contractor us the "completion voucher" or "completion invoice" or, in the event this con- tract has boon completely terminated, from the date of the termination settlement agreement; provided, however, the records which relate to (A) appeals under the clause of this contract entitled "Disputes", ? (13) litigation or the settlement of claims arising out of the performance Nor' of this contract, or (0) costs or expenses of the contract as to which exception has been taken by the Contracting Officer or any of his duly authorized representatives, shall be retained by the Contractor until such appeals, litigation, claims, or execrttions have been disposed of, but in no event for less than the six-year period mentioned above. (5) Except for documentary evidence delivered pursuant to sub- paragraph (3) above, and the records described in the proviso of sub- paragraph (4) above, the Contractor nay in fulfillment of its obligation to retain its records as required by this clause substitute photographs, microphotographs or other authentic reproductions of such records, after the expiration of two years following the last day of the n( nth of 7-,,i-Ainrsonont 1-.o the Contractor of the invoice or voucher (C131.70 -pr. 18, t 58) Sanitized - Approved For R CIA-RDP64-00360R000800020019-2 Sanitized - Appkwed For Relefig-RDP64-08160R000800020019-2 to which such records relate, unless SaShorter period is authorized by the Contracting Officer with the condUrrence of the Comptroller of the Contracting Government Agency or his authorized representatives. (6) The provisions of thisaparagraph (a), including this sub- paragraph (6), Shall be applicable to ad included in each subcontract hereunder which is on a cost, costp10..a-fixedi-fee, time-and-material or labor-hour basis. (b) The Contractor further agrees to include in each of his sub- cc tracts hereunder, other than those"set forth in subparagraph (a) (0) above, a provision to the effect that the subcontractor agrees that the Contracting Officer or any of his 'duly authorized representatives, shall, until the expiration of three years after final payment under th subcontract, have access to and the right to examine any directly peibinent books, documents, papers, and records of such subcontractor involving transactions related to the subcontract. The term "sub- contract," as used in this paragraph (b) only exclues (i) purcfrfle orders not exceeding 1..0000 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applic- ability to the general public. 8. SUBCONTRACTS (ASPS 7-203.8 AFPI 7-403.8) (a) The Contra .or shall give advance notification to the Con- traating Officer of , proposed subcontract hereunder which (i) is on a cost or cost-plas-a-fixed-fee basis, or (ii) is on a fixed-price baais exceeding il dollar amount either .250000 or five percent (5%) of i-he total estimate,j, cost of this contract. (b) The Contractor shall not, without the prior written consent of the Contracting Officer, place any subcontract which (i) is on a coet or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis exceeding in dollar amount either a25,000 or five percent (5%) of the total estimated cost of this contract, or (iii) provides for the fabrication, purchase, rental, installation or other acquisition, of any item of industrial facilities, or of special tooling having a value in excess of .1,0001 or (iv) is on a time-and-material or labor-hour bais, or (v) involves research and development work. The Contracting Officer may, in his discretion, ratify in writing any such subcontract; such action shall constitute the consent of the Contracting Officer as required by this paragraph (b). (c) The Contractor agrees that no subcontract placed under this coatract shall provide for payment on a cost-plus-a-percentage-of-cost basis. - 9 - oFFES#RiteizAci -/Wroved Fo -rntaTragr: CIA-RDP64-00360R000800020019-2 Sanitized - Appriwed For R 1A-RDP64-01N6OR000800020019-2 (d) The Contracting Officer nay, in his discretion, specifically appro./3 in writing any of the provisions of a Subcontract. However, such approval or the consent of the Contracting Officer obtained as recti:L:ed by this clause shall not be conStrued to constitute a doter- ninaLion of the allowability of any cost under this contract, unless such approval specifically provides that it constitutes a determination of the allowability of such cost. (o) The Contractor shall give the Contracting Officer immediate notice in writing of any action or suit filed, and prompt notice of any claim made against the Contractor by any subcontractor or vendor which, in the opinion of the Contractor, nay result in litigation, related in any way to this contract with respect to which the Con- tractor may be entitled to reimbursement from the Government. (f) (AFPI 7-203.8) The Contracting Officer may approve all or part of the Contractorts purchasing system ,hd from tJme to tine rescind or reinstate such approval, Such approval shall be doomed to fulfil the requirements for obtaining the Contracting Officerts consent to subcontracts as prescribed in paragraph (b) above. UTILIZATION OF SI-IALL BUSINESS CONCERNS (ASPR 7-104.14 AFrI 7-403.9) (a) It is the policy of the Government as declared by the Congress to bring -bout the greatest utilization of small business concerns which is consistent with efficient production. (b) The Contractor agrees to accomplish tho maximum amount of subcontracting to small business concerns that the Contractor finds to be consistent with the efficient performaneo of this contract. ,TEPl1Ii TI0N (ASPR 8-702 AFPI 7-403.10) (a) Tho performance of work -under the contract may bo terminated by the Government in accordance with this clause in whole, or from tine to tine in part, (1) whenever the Contractor shall default dn performance of this contract in accordance with its terms (including in the ter.. Mc...fault" any such failure by the Contractor to make progress in the prosecution of the work hereunder as endangers such performance), and shall fail to cure such default within a period of ten days (or such longer periods as the Contracting Officer nay allow) after receipt from the Contracting Officer of a notice specifying the default, or (2) when- ever for any reason the Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying whether termination is for the default of the Contractor or for the convenience of the Government, the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. If after notice of termination of this contract for default under (1) above, it is -10- (CPFF Apr. l3, t58) Sanitized - Approved Formlihsiii,*: CIA-RDP64-00360R000800020019-2 Sanitized - Apprwed For Re -RDP64-0111160R000800020019-2 determined that the Contractoris failure to perform or to make progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor pursuant to the provisions of the clause of this contract relating to excusable delays, the Notice of Termination shall be deemed to have been issued under (2) above, and the rights and obligations of the part'ies hereto shall in such event be governed accordingly. (b) After receipt of a Notice of Termination and except as other- wise directed by the Contracting Officer, the Contractor shall (1) stop work under the contract on the date; and to the extent specified in the Notice of_Taelii1nationee12) place ne further Ordera.or- suboontractS for materitds, services, or faciiltieeeexceet-as may be necessary for cam-- - Tletion of such portion of the work under the contract as is not terminated; (3) terninate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) assign to the Government, in the manner and to the extent directed by the Contracting Officer, all of the right, title; and interest of the Contractor under the orders or subcontracts so terminated, in which case the Government shall have the right; in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) with the approval or ratification of the Contracting Officer, to the extent he may requires which approval or ratification shall be final and conclusive for all purposes of this cause, settle all outstanding liabilities and all claims arising out of such termination of orders and subcentracts the cost of which would be reimbursable, in whole or in part, in accord- ance with the provisions of this contract; (6) transfer title (to the extent that title has not already been transferred) and, in the manner, to the extent, and at the times directed by the Contracting Officer, deliver to the Government (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a _part of, pr of the performance of, the work terminated --- IT the Notice of Termination, (ii) the donpleteir or paftially's6mpletes1 plahs;edrawings, information, and other property whichl if the contract had been completed, would be required to be furnished to the Government, and (iii) the jigs, dies, and fixtures, and other special-tocla-ana-toclin: acquired or manufactured for the performance of this contract for the cost of which the Contractor has been or will be reimbursed under this contract; (7) use its best efforts to sell in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in provision (6) of this paragraph, provided, however, that the Contractor (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Officer; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Government to the - - (gifflitiod 14pmved For Reil9ka6:41A-RDP64-00360R000800020019-2 C ontr'Sacatnoirt izuendd e-r Atphp1sri-acvoerdt rFor Releasei4 thIA-RDP64-84860R000800020019-2 price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct; (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary, or as the Contracting Officer may direct, for the proection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest. The Contractor shall proceed immediately with the performance of the above obligations notwithstanding any delay in determining or adjusting the amount of the fixed-fee, or any item or reimbursable cost under this clause. At any time after expiration of the plant clearance period, as defined in Section VIII, Armed Services Procurement Regulation, as it may be amended from time to time, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition 6f which has been directed or author- ized by the Contracting Officer, and may request the Government to remove slch items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Government will acCept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be sul-ject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement. (c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer its termination claim in the form and with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event, later than two years from the effective date of termination) unless one or more extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing within such two-year period or authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he may receive and act upon any such termination claim at any time after such two-year period or any extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, the Contracting Officer may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. (d) Subject to the provisions of paragraph (c), the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid (including an allowance for the fixed-fee) to the Contractor by reason of the total or partial termination of work pursuant to this clause. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. (CPFF Apr. 18, '58) 4114111414.1:-2 Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Appieved For ReleastiDP64-00660R000800020019-2 (e) In the event of the failure of the Contractor and the Contracting Officer to agree in whole or in part, as provided in paragraph (d) above, as to the amounts with respect to costs and fL ed-fee, or as to the amount of the fixed-fee, to be paid to the C tracter in connection with the termination of work pursuant to this : nese, the Contracting Officer shall determine, on the basis of oniention available to him, the amount, if any, due to the teactor by reason of the termination and shall pay to the C nactor the amount determined as follows: (1) If the settlement includes cost and fixed-fee (i) There shall be included therein all costs and expenses reimbursable in accordance with this contract, not pnevionsly paid to the Contractor for the performance of this contract prior to the effective date of the Notice of Termination, and such of these COS',,,5 as may continue for a reasona.le time thereafter with the approvel of or as directed by the Contracting Officer, provided, however, that he Contractor shall proceed as rapidly as practicable to discentinee 6rzh ecT-us. (ii) There shall be included therein so far as n( included under (i) above, the cost of settling and paying cleens arising out of the termination of work under subcontracts or orders, rs 120Vie--1 in paragraph (b)(5) above, which are properly chargea ble to tho ter,nated portion of the contract. (iii) There shall be included therein the reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and srplporting data with respect to the terminated portion of the contract and for the termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of termination inventory; provided, however, that if the termination is for default of the Contractor there shall not be included any amounts for the preparation of the Contractor's settlement proposal. (iv) There shall be included therein a portion of the fixed-fee payable under the contract determined as follows: (A) In the event of the termination of this contract for the convenience of the Government and not for the defenit of the Contractor, there shall be paid a percentage of the fee equiealent to the percentage of the completion of work contemplated by the coetract, less fixed-fee payments prepiously made hereunder. (cPgaiiItTzeigt PIWOroved For IA-RDP64-00360R000800020019-2 Sanitized - AppreNed For Releas DP64-0414160R000800020019-2 (B) In the event of the termination of thls contract for the default of the Contractor, the total fixedatee payable shall be such proportionate part of the fee (or, if this contract calls for articles of different types, of such part of the fee ac is reasonably allocable to the type of articles under consideration) as the total number of articles delivered to and accepted by the Government beers to the total number of articles of -a like kind called for by t7143 If the amount determined under this paragraph ie leee than the total payment of fixed-fee theretofore made to the Coetractor, the Contractor shall repay to the Government the eecess amount. (2) If the settlement includes only the fixed-fee, the amount thereof will be determined in accordance with subparagraph (e) (1)(iv) above. (f) The Contractor shall have the right of appeal, under the clause of this contract entitled "Disputes," from any determination made by the Contracting Officer under paragraphs (c) or (e) abov-, except that if the Contractor has failed to submit its claim within the time provided in paragraph (c) above and has failed to request extension of such time, he shall have no such right of appeal. In any case where the Contracting ?Meer has made a determination of the amount due urel_- paragraph (c) or (e) above, the Government shall pay to the Cc tractor the following: (i) if there is no right of appeal hereunder or if no timely appeal has been taken, the amount so determined by the Contracting Officer, or (ii) if an appeal has been taken, the omount finally determined on such appeal. (g) In arriving at the amount due the Contractor under this clause there shall be deducted (1) all unliquidated advance or other unliquidated payments theretofore rade to the Contractor, (2) any claim which the Government may have against the Contractor in connection with this contract, and (3) the agreed price for, or the proceeds of sale ofl any materials, supplies, or other things acquired by the Contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the Government. (h) In the event of a partial termination, the portion of the fixed-fee which is payable with respect to the work under the contineed portion of the contract snail be equitably adjusted by agreeme;et between the Contractor and the Contracting Officer, and such adjustment sh-11 be evidenced by an amendment to this contract. (i) The Government may from time to time, under such terms and conditions as it may prescribe, make partial payments and payments on account against costs incurred by the Contractor in connection with the terminated portion of the contract whenever in the opinion of the 14 - Sanitized -Approved For R A-RDP64-00360R000800020019-2 (Cle-F Apr. 18, 158) , Sanitized - Appiteqed For Release : CIA-RDP64-06.60R000800020019-2 Contracting Officer the aggregate of such payments shall be within the aneun', to which the Contractor will be entitled hereunder. If the total of such payments is in excess of the amount finally determined to be due under this clause, such excess shall be payable by the Contractor to the Government upon demand, together with interest computed at the rate of 6% per annum, for the period from the date such excess payment is received by the Contractor to the date on which such excess is repaid to the Govern- ment; provided, however, that no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractoris claim by reason of retention or other disposition of termination inventory until ,e1 clays after the date of such retention or disposition. (j) The provisions of this clause relating to the fixed-fee shall be inapplicable if this contract does not provide for payment of a fixed- fee. (k) Unless otherwise provided for in this contract, or by applicable statute, the Contractor from the effective date of termination and for Now' a period of six years after final settlement under this contract, shall preserve and make available to the Government at all reasonable times at the office .of the Contractor, but without direct charge to the Govern- ment, all its books, records, documents, and other evidence bearing on the cost and expenses of the Contractor under this contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer photographs, microphotographs, or ether authentic reproductions thereof. EXCUSkLLE DELAYS (1.U3PR 7-203.11 AFPI 7-303.10) (r) The Contractor shall not be in default by reason of any failrre in pelormance of this contract in accordance with its terms (including any failure by the Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of causes beyond the central and without the fault or negligence of the Noy Contractor. Such causes include, but are not restricted to: acts of God or of the public enemy; acts of the Government; fires; floods, epidemics; quarantine restrictions; strikes; freight embargoes, unusually severe weather; and failure of subcontractors to perform or make progress due to such n,uees, unless the Contracting Officer shall have determined that the supplies or services to be furnished under the subcontract were obtainable from other sources and shall have ordered the Contractor in writing to procure such services or supplies from such other sources, and the Contractor shall have failed reasonably to comply with such order. Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of such failure and, if he shall determine that such failure was occasioned by any one or more of the said causes, the delivery schedule shell be revised accordingly, subject to the rights of the Government under the clause hereof entitled nomination". - 15 - (CPYle Apr. 18, 158) Sanitized - Approved For CIA-RDP64-00360R000800020019-2 ? , Sanitized - Appeoved For Relea DP64-661860R000800020019-2 (b) If the Contractor becomes unable to complete the contract work and make delivery at the tine specified in the Schedule because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in the performance of the work called for hereunder) it may give the Contracting Officer written notice of the anticipated defatlt with reasons therefor. Such notice and reasons shall be delivered not lees than forty-five (45) days before the completion date specified in the Schede.1,) or within such time as the Contracting Officer deems sufficient. If such notice is duly given, then to the extent the interest of the Govern ent makes an extension desirable the Contracting Officer may, in his discretion, extend the period of tine specified in the Schedule for such pried as he deems advisable, and this contract shall then be modified in writing accordingly. DISPUTES (RSPR 7-103.12 AFPI 7-403.12) (a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not dispeeed of by agreement shall he decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer hall c final and conclusive unless, within 30 days from the date of receipt of such copy, thG Contractor mails or othcrwise furnishes to the Contracting Officer a written appeal addressed to the Secretary. Tho decision of the Secretary or his duly authorized representative for the deterninetion of such appeals shall be final and conclusive unless detoreceed by a court of competent jurisdiction to have boon fraudulent) or capricious, or arbitrary, or so grossly erroneous as nocesarily to imply 1.),(1 faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder) the Contractor shall proceed diligently with the performtnce of the contract and in accordance with the Contracting Officerls decision. *imp' (b) This "Disputes" clause does not preclude consideration of law ?luestiens in connection with decisions provided for in paragraph (a) lbeve; Provided, That nothing in this contract shall be construed as making find the decisien of any administrative official, representative, or board on a question of law. NOTICE 1_ND ASS1TANCE REGARDING PATENT INFRINGaMT (ASPR 9-104 AFPI 7-404.13) The previsions of this clause shall be applicable only if the amount of this contract is in excess of 5,000. (a) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detai 1, each notice or claire of patent infringe- lent based on the performance of s contract of which the Contractor has knowledge. (C1ITgpx-.18,, t58) Sanitized - Approved For -16- CIA-RDP64-00360R000800020019-2 Sanitized - Apo*Ved For Releageit RDP64-004360R000800020019-2 (b) In the event of litigation against tho Government on account of any claim of patent infringement arising out of the performance of this eontr, ct or out of the use of any supplies furnished or work or services performod hereunder, the Contractor shall, furnish to tho Government, upon request, all evidence and infer ,ation in 'possession of the Contractor pertaining to such litigation. Such evidence and information shall be furnished at tho expense of tho Government except in those cases in which the Contractor has agreed to indemnify the Government against the claim being asserted. BUY A, fCN ACT (ASPR 7-103.14 AFPI 7-4n3.14) (a) In acquiring end products, the Buy American Act (41 U.S. Code 10a-d) provides that the Government give preference to domestic source end products. For the purpose of this clause: (i) "components" means those articles, materials, and supplies, which are directly incorporated in the end products; (ii) "end products" means those articles, materials, and supplies, which are to be acquired under this contract for public use; and (iii) a "del,estic source end product" moans (A.) an unmanufactured end pr-duct which has been mined or produced in the United States and (B) an end product manufactured in tho United States if the cost of the components thereof which are mined produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. For the purposes of the (a)(iii)(B), components of foreign origin of the same type or kind as the products referred to in (b)(ii) or (iii) of this clause shall ha treated as components mined, produced, or manufactured in tho Unitee, States. (b) The Contractor agrees that there will be delivered under this contract only domestic surce end products, except end products: (i) which are for use outside the United States; (ii) which tho Government determines are not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality; (iii) as to which the Secretary determines the domestic preference to be inconsistent with the public interest; or (iv) as to which the Secretary determines the cost to tho Govern- ment to be unreasonable. (OPYF Apr., 18, 158) Sanitized - Approved Fo -17- : CIA-RDP64-00360R000800020019-2 , Sanitized - Appted For Relea COVICT LABOR (ASPR 12-203 AFPI 7-403,15) DP64-00860R000800020019-2 In connection with the performance of work under this contract, the Contractor agrees not to amply any person undergoing sentonco of imprisonment at hard labor. EIGHT-HOUR. LAW OF 1912 (ASPR 12-303.1 API 7-403,16) This contract, to the extent that it is of a charactor specified in the Eight-Hour Law of 1912 as amended (40 U.S. Code 324-326) and is not covorod by the Walsh-Hoaloy Public Contrhots Act (41 U.S. Code 35-45), Is subject to the following provisions andoexcoptions of said Eight-Hour Law of 19127 as amended, and to all other provisions and exceptions of said Law: No Laborer or mechanic doing any part of the work contemplated by this contract, in tho employ of the Contractor or any subcontractor contracting for any part of the said work contemplated, shall be required Nape or permitted to work more than eight hours in any one calendar day upon such work, except upon the condition that compensation is paid to such laborer or mechanic in accordance with the provisions of this clause. The wages of every laborer and mechanic omployod by the Contractor or any subcontractor engaged in the performance of this contract shall be computed on a basic day rate of eight hours per day; and work in excess of eight hours per day Is permitted only upon the condition that every such laborer and mechanic shall be compensated for all hours worked in oxces;, of eight hours per day at not loss than one and one-half times the basic rate of pay. For each :Violation of the requiroments of this clause a penalty of five dollars shall be imposed for each laborer or mechanic for every calendar day in which such employee is required or permitted to labor more than eight hours upon said work without receiving compensation computed in accordance with this clause, and all penalties thus imposed shall be withhold for the use and benefit of the Government. NONDISCRILINATION IN EmPLOYLENT (ASPR 12-802 AFPI 7-401.17) (a) In connection with the performance of work under this contract, the Contractor agrees not to discriminate against any e,ployee or applicant for employment because of raco, religion, color, or national origin. Tho aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion/or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticoship. The Contractor agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of the nondiscrimination clause. (b) The Contractor further agrees to insert the foregoing provision in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw natorjals. ? 18 ? (cPFF 019arriti7e05,4pproved For Releas ? CIA-RDP64-00360R000800020019-2 Sanitized - App?ved For Release : CIA-RDP64-64860R000800020019-2 OFFICIALS NOT TO BENNEFIT (ASPR 7-103.19 AFPI 7-403.18) No member of or delegate to Congress, or resident commissioner, shall be adiAtted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. CO1JEN2,-,T AGAINST CONTINGENT FEES (ASPR 7-103,20 AFPI 7-403.19) The Contractor warrants that no porpon or selling agency has been o'uloyed or retained to solicit or secure this contract upon an agr_ement or understanding for a commission, percentage, broker- age, c contingent fee, excepting bona fide employees or bona fide established colillercial or selling agencies maintained by the Contractor for the purpose of securing business, For broach or violation of this warranty the Government shall have the right to annul this contract withor5 liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent foo. PATENT RIGHTS (ASPR 9-107 AFPI 7-403,20) (a) As used in this clause, the following terms shall have the meanings sot forth below: (i) The torn "Subject Invention" moans any invention, improvement or discovery (whether or not patentable) conceived or first altually reduced to practice either (A) in the performance of the experimental, developmental, or research work called for or required under this contract: or (B) in the performance of any experimental, developmental, or research work relating to the subject matter of this contract which was done upon an understanding in writing that a contract would be awarded; provided that the term "Subject Invontion" %owl shall not include any invention which is specifically identified and listed in the Schedule for the purpose of excluding it from the license granted by this clause. (ii) The tern "Technical Personnel" moans any person employed by or working under contract with the Contractor (other than a sub- contractor whose responsibilities with respect to rights accruing to the Grn,3rnmont in inventions arising under subcontracts set forth in paragraphs (g), (h), and (i) below) who, by reason of the nature of his C'Aies in connection with the p rfornance of this contract, would reasonably be expected to make inventions. (iii) Tho terms "subcontract" and "subcontractor" moan any subcontract or subcontractor of the Contractor, and any lower-tier -19- (CPiq Apr. 181 158) Sanitized - Approved For Release : CIA-RDP64-00360R000800020019-2 Sanitized - Approved For Relea RDP64-041e6OR000800020019-2 subcontract or subcontractor under this Contract. N(1) The Contractor agrees to and does hereby grant to the Golfer? ,ont an irrevocable, nonexclusive, nontransferable, and royalty? free acenso to practice, and cause to be practiced by or for the United States Government throughout the world, each Subject Invention in the manufacture, use and disposition according to law, of any article or material, and in the use of any method. No license granted herein shall convoy any right to the Government to manufacture, have manufactured, or use any Subject Invention for the purpose of providing services or supplies to the g-neral public in competition with the Contractor or the Contractor's commercial licensees in the licensed fields. (2) With respect to: (A.) ?ors onnel; any Subject Invention made by other than Technical (1i) any Subject Invention conceived prior to, but first actually reduced to practice in the course of, any of the experimental, developmental, or research work specified in (a) (i) above; and (iii) the practice of any Subject Invention in foreign countries; the obligation of the Contractor to grant a license as provided in (b)(1) above;, to convey title as provided in (d)(ii)(B) or (d)(1v) below, and to convey foreign rights as provided in (e) below, shall be limited to the extent of the Contractoris right to grant the same without incurring any obligation to pay royalties or other compensation to others solely on account of said grant. Nothing contained in this Patent Lights clause shall be doomed to grant any license under any invention other than a Subject Invention. (c) The Contractor shall furnish to the Contracting Officer the following information and reports concerning Subject Invention which Now, reas-nably appers to be patentable: (A) a written disclosure promptly after conception or first actual reduction to practice of each such Invention together with a written statement specifying whether or not a United States patent application claiming the Invention has bean or will be filed by or on behalf of the Contractor; (ii) interim reports, at least every twelve months, commencing with the date of this contract, each listing all such Inventions conceived or first actui]ly reduced to practice more than three 'IGn-ths prior to the date of the report, and not listed on a prior interim report, or certifying that there are no such unreported Inventions; and ?20? (CPFF Apr. 18, '58) Sanitized - Approved For Rele A -RDP64-00360R000800020019-2 ? Sanitized - Apploved For Releae DP64-041e6OR000800020019-2 (iii) prior to final settlement of this contract, a final report listing all such Inventions including all those previously listed in interim reports. (d) In connection with each Subject Invention referred to ih (L)(i) above, the Contractor shall do the following: (i) if the Contractor specifies that a United States patent a lication claiming such Invention will be filed, the Contractor shall or cause to be filed such application in due form and time; however, i2 the Contractor, after having specified that such an application would be filed, decides not to file r cause to be filed said application9 the Contractor sh5.,11 $o notify the Contracting Officer at the earliest practicable date and in any event not later than eight months after first publication, public use or sal?. (ii) if the Contractor specifies that a United States patent application claimir'r such Invention has not been filed and will not be filed (or having specified that such an application will be fled thereafter notifies the Contracting Officer to the contrary), tae Contiacting Officer shall: GO inform the Contracting Officer in writing at the earliest practicable date of any publication of such Invention made by or known to the Contractor or, where applicable, of any contemplated publication by the contractor, stating the date and identity of such publication or contemplated publication; and (B) convey to the Government the Contractor's entire right, title, and interest in such Invention by deliverying to the Contracting Officer upon written request such duly executed instruments (poepared by the Government) of assignment and application, and such other papers as are deemed necessary to vest in the Government the Creltractor's right, title and interest aforesaid, and the right to apply for and prosecute patent applications covering such Invention throughout the world subject, however, to the right of the Contractor specified in (e) below to file foreign applications, and subject further to the reservation of a non-exclusive and royalty-free license to the Contractor (and to its existing and future associated and affiliated companies, if any, within the earl orate structure of which the Contractor is a part) which license shall be assignable to The successor of that part of the Contractor's business to which such Invention pertains; (iii) the Contractor shall furnish promptly to the Contracting Officer on request an irrevocable power of attorney to inspect and make copies of each United States patent application filed by or on behalf of the Contractor covering any such Invention; - 21 - (cpaanittizesk; Approved For Rel DP64-00360R000800020019-2 . Sanitized -Appotilkted ForRelea - P64-611660R000800020019-2 (iv) In the event the Contractor, or those other than the Government deriving rights from tho Contractor, elects not to continue prosecution of any such United States patent application filed by or on behalf of the Contractor, the Oontractor shall 8o notify the CLntracting Officer not less than sixty days before the expiration of the response period and, upon written request, deliver to the Contracting Officer such duly executed instruments (prepared by the Government) as are deemed necessary to vest in the Government the Contractor's entire right, title, and interest in such Invention and theepplication, subject to the reservation as specified in (d)(ii) above; and (v) the Contractor shall deliver to the Contracting Officer duly executed instruments fully confirmatory of any license rights he-,oein agreed to be granted to the Government. (e) The Contractor, or those other than the Government deriving rights from the Contractor, shall have the exclusive rights to file applications on Subject Inventions in each foreign country within: (i) nine months from the date a corresponding United States application is filed; (ii) six months from the date permission is granted to file foreign applicatione where such filing had been prohibited for security reasons; or (iii) such longer period as may be approved by the Contracting Officer. The Contractor shall, upon written request of the Contracting Officer, convey to Ile Government the Contractor's entire right, title, and interest in each Subject Invention in each foreign country in which an application has not been filed within the time above specified, subject to the reservation of a non-exclusive and royalty-free license to the Contractor together with the right of the Contractor to grant sublicenses, which license and right shall be assignable to the successor of that part of the Contractor's business to which the Subject Invention pertains. (f) If the Contractor fails to deliver to the Contracting Officer the interim reports required by (c)(ii) above, or fails to furnish the written disclosures for all Subject Inventions required by (c)(i) above shown to be due in accordance with any interim report delivered under (c)(ii) or otherwise known to be unreported, there shall be withheld from payment until the Contractor shall have corrected such failures either ten percent (10%) of the amount of this contract, as from time to time amended, or five thousand dollars (5,000), whichever is less. After payment of eighty percent (80%) of the amount of this contract, as from time to time amended, payment shall be withheld until a reserve of either ten percent (10%) of such amount, or five thousand dollars (65,000), whichever is less, shall have been set aside, such reserve (cp-Aaqtiiie43; Awroved For -22- IA-RDP64-00360R000800020019-2 Sanitized - Appesived For Rel -RDP64-01W6OR000800020019-2 or balance thereof to be retained until the Contractor shall have furnished to tho Contracting Officer: (i) the final report required by (c)(iii) above; (ii) written disclosures for all Subject Inventions required by (c)(i) above, which are shown to be due in accordance with interim reportr delivered under (c)(ii) above or in accordance with such final reports or are otherwise known to be unreported; and (iii) the infornotion as to any subcontractor required by (h) below, The maximum amount which may be withhold under this paragraph (f) shall not exceed ten percent (10%) of tho amount of this contract or five thousand dollars (')5,000), whichever is loss, and no amount shall be withheld under this paragraph (f) when tho amount specified by Lis paragraph (f) is being withheld under other provisions of this contract. The withholding of any amount or subsequent payment thereof to the Contractor shall not be construed as a waiver of any rights accruing to Nore the Governmcnt under this contract. This paragraph (f) shall not be construed as requiring the Contractor to withhold any amounts from a subcontractor to enforce compliance with patent provisions of a subcontract. (g) The Contractor shall exert all reasonable effort in negotiating for the inclusion of this Patent Rights clause in any subcontract here? under of three thousand dollars 3,000) or more having experimental, developmental, or research work as one of its purposes. In the event of refusal. by a subcontractor to accept the Patent rights clause, the Contractor shall not proceed with the subcontract without written authorization of the Contracting Officer, and upon obtaining such authorization, shall cooperate with the Government in the negotiation with such subcontractor of an ac optable patent rights clause; provided, however, that the Contractor shall in any event require the subcontractor to grant to the Government patent rights under Subject Inventions of no loss scope and on no less favorable terms than these which the Contractor has under such subcontracts, except that in no event shall the subcontractor be required to grant to the Government patent rights in excess of those heroin agreed to be granted to the Government by the Contractor. (h) The Contractor shall, at the earliest practicable date, notify the Contracting Officer in writing of any subcontract containing a patent rights clause, furnish the Contracting Officer a copy of such clause, and notify the Contracting Officer when such subcontract is completed. It is understood that with respect to such subcontract clause, the Government is a third party beneficiary, and the Contractor hereby assigns to the Government all tho rights that the Contractor would have to enforce the suLcontractor1s obligations for the benefit of the Government with respect to Subject Inventions, The Contractor shall not be obligated to enforce the agreements of any (CFTYipr. 18, 158) ? 23 ? Sanitized - Approved For Re A-RDP64-00360R000800020019-2 . Sanitized -Appnwed ForRe ec1A-RDP64-061460R000800020019-2 subcontractor hereunder relating to Subject Inventions. (i) When the Contractor shows that it has been delayed in tle performance of this contract by reason of its inability to obtain in accordance with (g) above a suitable patent rights clause from a qualified subcontractor for any item or service required under this coetract for which the Contractor itself does not have available fa tilities or qualified personnel, the Contractor's delivery dates sh_ll be extended for a period of time equal to the duration of such delay; and, upon request of the Contractor, the Contracting Officer shall determine to what extent, if any, an additional extension of the delivery dates aa,: an increase in contract prices based upon adfitien .1 cost incurred by such delay are proper under the ci-.cumsta.aces; and the contract shall be modified accordingly. If the Contractor, after exerting all reasonable effort, is uaable to ottaia a qualified subcontractor as set forth above, the Contractor mar submit to the Contracting Officer a written request for wailer or mc'efication of the requirement that a suitable patent rights clause bo included in the subcontract. Such request shall specifically state that the Contractor has used all reasonable effort to obtain such qualified subcontractor, and shall cite the waiver or termination provision hereinafter set forth. If, within thirty-five (35) days after the date of receipt of such request for a waiver or modification of said requirenent, the Contracting Officer shall fail to deny in writing such request, the requirement shall be deemed to have been waived by the Government. If within such ee:eled the Contractor shall receive a written denial of such request by the Contracting Officer, this contract shall thereupon automatically terminate and the rights and obligations of the parties shall be govern- ed by the provisions of the clause of this contract providing for telmination for the convenience of the Government. 21. GOVERNNENT PROPERTY (iSPR 13-503 AFPI 7-403.21) (a) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property described in the Schedule or specifications, together with such related data and information as the Contractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as "Government-furnished Property"). The delivery or performance Ca,es for the supplies or services to be furnished by the Contractor unJer this contract are based upon, the expectation that Government- furnished Property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient ti-e to enable the Contractor to meet such delivery or performance Ca es. In the event that Government-furnished Property is not deLivered to the Contractor by such time or times, the Contracting Uficer shall, upon timely written request made by the Contractor, make a determination of the delay occassioned the Contractor and shall - 24 - -;--- (cp?a*Wesk Approved For R - -RDP64-00360R000800020019-2 ? Sanitized - Approiliked For Rel -RDP64-000160R000800020019-2 equitably adjust the estimated cost, fixed fee, or delivery or performance dates? or all of them, and any other contractual provisions affected by such delay, in accordance with the procedures provided for in the clause of this contract entitled "Changes." In the event that Govern- ment-fornished Property is received by the Contractor in a condition not sui table for the intended use, the Contractor shall, upon receipt thereof notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (i) return such property at the Goverrr,entrs expense or otherwise dispose of the prop irty or (11) effect repairs or -aodificatiens. Upon completion of (i) or (ii) above, the Contracting Officer upon written request of the Contractor sha31 equitaLly adjust the estimated cost, fixed fee, or delivery or performance dates, or all of them, and any other contractual pr,-vision affected by the return or disposition,or the repair or modification, in accord- ance with the procedures provided for in the clause of this contract entitle 1 "Changes." The foregoing provisions for adjustment aro exclusive and th7,, Government shall not be liable to suit for breach of contract by roe cif any delay in delivery of Government-furnished Property or delivery of such prop, rty in a condition not suitable for its intended use. (b) Title to all property furnished by the Government shall remain in the Government, Title to all property purchased by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in the Government upon delivery of such property by the vendor. Title to other property, the cost of which is reimbursable .to the Contractor under this contract, shall pass to arvi. v -zt in the Goverment upon (i) issuance for use of such property in the performance of this contract, or (ii) corluencoment of processing or use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by the Government, whichever first occurs,. All Goverment-furnished Property, tog, with all property acquired by the Contractor title to which vests in the Government under, this paragraph, aro subject to the provisions of this clause and are hereinafter collectively roferre-:1 to as "Government Property." (c) Title to the Government Property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government Property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty. The Ccntractor shall maintain adequate property control records of the Government Property and shall identify the Government Property as such in accordance with the requirements of the "Lannal for Control of Government Property in Possession of Contractors" (Appendix B, Armed Services Procurement Regulation), as in effect en the date of the contract, which Manual is hereby incor- porated by reference and ma,:to a part of this contract. - 25 - (CPFFAp?aria.. 8) rzea Approved For We CIA-RDP64-00360R000800020019-2 Sanitized - Appreowed For Release7_: CIA-RDP64-00443R000800020019-2 (d) The Crevernment Preperty provided ur furnished pursuant t4 the terms Of this contract shall, unlesd otherwise r:rovided herein, be used only for the performance af this gonfract, (e) The Contractor shall maintain Apd.aftainister, in accdrdance. with sound industrial practice, a progrn for the maintenanee, repair, protection and preservation of Cre-KreaTnent property, so as to aSdure its full availability an.d asefulne,ss foll, the performance of this contract. The Contractor shall take all reasonable steps to comply with all appropriate directions or instructions which the Contracting Officer may prescribe as reasonably necessary for the protection of Government property. (f) (i) The Contractor shall notHoe liable for any loss of or damage to the Government pr?perty, or for .expenses incidental to such loss or damage, except that the Contractor shall be responsible for any such less or damage (including expenses incidental thereto) (A) which results from willful misconduct or lack. of good faith on the part of any of the Contracteris directors or offieers, or on the part of any of its managers, sulerintendents, or other equivalent represen- tatives, who have supervision or direction of (I) all or substantially all of the Centractorrs business, or (II) all or substantially- all of the Contractorts operations at any one plant or separate location in which this contract is being performed, or (III) a separate and olmplete major industrial operation in connection with the performance of this contract; or (E) which results from a failure 'cm the part of the ntractor, due to the willful misconduct or lack of good faith OA the p-rt of any of its directors, officers, or other representatives mentienee in sulTaragraph. (A) above, (I) to maintain and administer, in racrdance with sound industrial practice, the program, for Lidintenancel ref), protection and preservation of Government property as required ny -pragraph (e) hereof, or (II) to take all reas.Dnable steps to comply with any appropriate written directions of the Contractinz Officer under paragraph (e) hereof; or (C) for which the Contractor is otherwise responsThle under the express terms of the clause or clauses designated in the Schedule; or (-L) which results from a risk '1X-fx2sly required to be insured under t'-is contract, but only to the extent of the isurance so required to Le procured and maintained, or to the extent, of insurance actually procured and maintained, which- ever is greater; cr (E) which resiAts from a risk which is in fact cn-verefl by insurance or for which the Contract is otherwise reimurse4, but only to the extent of such insurance pr reim,bursement;. provided that, if more than one of the aialve exceptions shall "be ap-clioale in any case, the Contracterrs liability under any one exception shall Lot be Zhilt.ted by any other exceition This clause shall net be construed as relieving a subcontractor froi.i liability for loss or destruction of or dage to Government :property in its possession or control, except to the extent that..t1,-,..pontract, with the prior aro-ml of the Contracting r:JTfleAL)r, prD *-Y-co .-tc4a2LT ?,b.e.-0-Woontrc4otor ,Sanitized vApproved Fo -26-, ? CIA-RDP64-00360R000800020019-2 Sanitized -'Apprikved For Relegigt***RDP64-06060R000800020019-2 from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Govern? ment property in as good condition as when received, except for reasonable wear and tear or for the utilization of the property in accordance with the provisions of the prime contract. (ii) The Contractor shall not be reimbursed for, and shall nri, include as an item of overhead, the cost of insurance, or any pLevision for a reserve, covering the risk of loss of or damage to tL0 Government property, except to the extent that the Government may have required the Contractor to carry such insurance under any other pre7ision of this contract. (iii) Upon the happening of loss or destruction of or damage to the Government Property, the Contractor shall notify the Contracting Officer therof, and shall communicate with the Loss and Salvage Organization, if any, now or hereafter designated by the Ccatracting Officer, and with the assistance of the Loss and Salvage Organization so designated (unless the Contracting Officer has designated that no such organization he employed), shall take all reasonable steps to protect the Government Property from further damage, separate the damaged and undamaged Government Property, put all the Government Property in the best possible order, and furnish to the Contracting Officer a statement of CO the lost, destroyed and damaged Govern? men e Property, (B) tae time and origin of the loss, destruction or damage, (C) all known interests in commingled property of which the Gevernment Property is a part, and (D) the insurance, if any, covering any part of or intereat in such commingled property. The Contractor shall make repairs and renovations of the damaged Government Property or take such other action, as the Contracting Officer directs. (iv) In the event the Contractor is indemnified, reimbursed, or otherwise compensated for any loss or destruction of or damage to the Government Property, it shall use the proceeds to repair, renovate or replace the Government Property involved, or shall credit such proceeds against the cost of the work covered by the contract, or shall otherwise reimburse the Government, as directed by the Contracting Officer The Contractor shall do nothing to prejudice the Government's righb to recover against third parties for any such loss, destruction or daaage and, upon the request of the Contracting Officer, shall, at the. Government's expense, furnish to the Government all reasonable aeeletance and cooperation (including the prosecution of suit and the eaecutien of instruments of assignment in favor of the Government) in retaining recovery. In addition, where the subcontractor has not been relieved from liability for any loss or destruction of or damage to Government property, the Contractor shall enforce the liability of the subcontractor for such loss or destruction of or damage to the Government property for the benefit of the Government, (CpagY4,6141; ARroved For IA-RDP64-00360R000800020019-2 ? Sanitized - Appreated For R For use whore applicable: 1A-RDP64-083150R000800020019-2 (v) In the event any aircraft are to be furnished under this contre.e',, any loss or destruction of, or damage to, such aircraft or other Goveri -nt property occurring in connection with operations of said air? craft ill be governed by the clause of thi ontract captioned 'night Itisks"2 to the extent such clause is, by its terms, applicable* (g) The Govern-lent shall at all reasonable tines have access to the premises where any of the Government property is located, (h) The Government Property shall remain in the possession of the Contractor for such period of time as is required for the performance of this contract unless the Contracting Officer determines Lhert the interests of the Government require removal of such property. In such case the Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal and shipping of Government Property. In any such instance, the contract may be amended to accomplish an equitable adjustment in the terns and previsions thereof. (i) Upon the completion of this contract, or at such earlier dates as my be fixed by the Contracting Officer, the Contractor shall submit to the Contracting Officer in a for:: acceptable to him? inventory schedules covering all items of the Government Property not consined in the performance of this contract or not theretofore delivered to the Government, and shall deliver or make such other disposal of such Goverment property as nay be directed or authorized by the Contracting Officer, The not proceeds of any such Cis?posal shall be credited to the cost of the work covered by the contract or shall be paid in such manner as the Contracting Officer nay direct,. The foregoing provisions shall apply to scrap from Government Property provided, however, that the Contracting Officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of cutting and processing waste, such as chips, cuttings, bcrings, turnings, short ends, circles, trimmings, clippings, and remnants? and %tete dispese of such scrap in accordance with the Contractor's normal practice and account therefor as a part of general overhead or other reimbursable cost in accordance with the Contractor's established accounting procedures. (j) Unless otherwise provided heroin, the Government shall not be under any duty or obligation to restore or rehabilitate, or to pay the cost of the restoration or rehabilitation of the Contractor s plant or any portion thereof which is affected by the reiloval of any Government Property. (k) Directions of the Contracting Officer and communications of the ontracter issued pursuant to this clause shall be in writing, (1) As provided in paragraph (i) of the above clause, the Contracting fficer Lay, subject to Doper-Lie/ital procedures, authorize or approve use f the Contractor's established scrap disposal and accounting procedures henever the amount and recoverable value of scrap from the Government roper-by aro relatively minor and the rfentractorlb established procedures for .ccunnulating and disposing of scrap and crediting the proceeds thereof to :eneral overhead or other gemeral cost will permit the Government toshare :ost factoSaintaech, 4PP RY-gRiFai .quitably in s;a9h. scrap recover.y tkloMIEQ.cti k-1-_-fF.V64170 centraZt, & 800020019-2 CPEF Apr. 182 '58) ? 28 - Sanitized - Appremed For Rele CIA-RDP64-08460R000800020019-2 :ICULaCE?LILJ:IlITY. TO THIF.D FTRSCNS (ASH. 7-263.22 AFFI 7-403.22) (a) The ContractOr shall pr6cur4 and thereafter maintain workmen's cOni?asation, evipleyer1s liability, conprehenSive general liability (bodily y) and comprehensive automobile lip,bility (bodily injury and prnperty damage) insurance, with respect to performance under this contract, and such other insurance as the- Contracting Officer may from time to time require with respect to performance under this contract; provided, that the Contractor*.in fulfillment of its obligation to procure workmen's compensation insurance may, with the approval of the Contracting Officer...and pursuant to statutory authority, maintain a self?insurance program. All insurance required pursuant to the provisions of this paragraph shall be in such form, in such amounts, and for such periods of time as the Contracting Officer may from time to tine require Or approve, and nith insurers approved by the Contracting Officer. - (b) The contractor agrees, to the extent and in the manner required by the Contracting Officer, to submit for the approval of the Contracting Cfficer any other insurance maintained by the Oontradtor in connection with the performance of this contract and for which the Contractor seeks reimbursement hereunder. (c) The Contractor shall be reimbursed: (i) for he portion allocable to this contract of the reasonable c.3st of insurance as required or approved pursuant to the provisions of this clause, and (4, for liabilities to third persons for loss or fordamage to property (other than property (A) owned, occupied or used by the Contractor or rented to the Contractor or (E) in the care, custody, or control of the Contractor), or for death or bodily- injury, not compensated by insurance or otherwise, arising out of the performance of this contract, whether or not caused by the negligence of the Contractor, its agents, servants or employees, provided such liabilities are represented by final judgments or by settlements apprved in writing by the Government, and expenses incidental to such liabilities, except liabilities (I) for which the Contractor is otherwise reapnnsible under the express terns of the clause or elapses, if any, specified in the Sohodule, cr (II) with respect to which the Contractor has failed to insure as required or maintain insurance as op roved by the Contracting Officer or (III) which results from willful misconduct or lack of good faith on the part of any of the Contractor's directors or officers, or on the part of any of its managers, superintendents, or other equivalent representntives, who has supervision or direction of .(1) all or substantiall all of the Contractor's business, or (2) all or substantially all of the Con? tractor's operations at any one plant or separate location in w'ich this contract Is being performed, or (3) a separate and complete major industrial operation in connection with the performance of tiais.contract. The foregoing shall not restrict the right of the Contractor to be relnibursed for the cost of insurance maintained by the Contractor in connection with the performance of this contract, other thaon recre