NEGOTIATED CONTRACT CONTRACT NO. UP_5025

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP66B00728R000200200005-1
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 32
• Document Creation Date: November 16, 2016
• Document Release Date: May 23, 2000
• Sequence Number: 5
• Publication Date: September 14, 1964
• Content Type: CONT

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RHO_OQ03
Copy of 4
NEGOTIATED CONTRACT Contract No. OF>_5025
Hycon Mfg. Company
700 Royal Oaks Drive
Monrovia, California
Contract For: See Schedule Amount: See Schedule
Mail Invoices To: Performance Period:
See Schedule
This contract is entered into, by, and between the United
States of America, hereinafter called the Government, repre-
sented by the Contracting Officer executing this contx?act,
and the above-named Contractor which is a Corporation, incor_
porated in the State of Delaware, hereinafter ca:Lled the
Contractor.
The parties hereto agree that the Contractor shall fug?nish
the necessary facilities and deliver all supplies and shall
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, which together with this signature
page and the accompanying certificates, comprise this Con_
tract No. UF_5025. In the event of any inconsistency between
the Schedule and the General Provisions, the Schedule shall
control.
IN WITNESS WHEREOF the parties hereto have executed this con-
tract as of ~.~~ SEP 1964 1964.
HYCON MFG. COMPANY
THE .,UNITED STATES OF AMERICA
BY
TI
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gas cH~eet tN r.~~ss,
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Contract No. UP_50.25
INDEX TO SCHEDULE
PAGE
PART I _ SCOPE OF WORK ? ? 4
PART I I _ PERIOD OF PERFORMANCE . ? 4
PART III _ CONSIDERATION AND PAYMENT, `~
PART IV _ SPECIAL SECURITY RESTRICTIONS. . 4
PART V _ WAIVER OF REQUIREMENTS OF GENERAL PROVISIOrTS 5
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Contract No, iJP_5025
The Contractor shall furnish all necessary facilities,
materials and services to perform the study as set forth below:
1. A configuration and design study for Each of two
aircraft, as specified by the Government Project Officer,
which will result in detailed system and subsystem speci-
fications as outlined in your proposal dated 2Fi May 1964,
2. A parametric system analysis which wi]_1 define
system performance under real operating conditions, and
which will result in optimization of all :subsystems and
components.
3. Incorporation of mission operating dai;a and back_
ground studies, as supplied by the Government Project
Officer, into a mission profile which will generally des-
cribe operating requirements of the system before, during,
and after operation.
4. A cost and schedule estimate for the Y~ardware
program.
The contract shall be effective for the period 29 June 1964
through 31 August 1964.
Pursuant to the provisions of Clause 7 of the General Pro_
visions entitled "PAYMENTS", the Government shall pay the Con_
tractor upon satisfactory performance of this contract as full
a ment for performance of the work hereunder ithe amount of
The Contractor will submit, for record pux?poses only,
a statement of actual costs incurred.
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 thE:reunder
except as the Contractor is directed or permitted tc- reveal
such information by the Contracting Officer or by hi.s duly
authorized representative for security matters, and notwith-
standing any clause or section of this contract to i;he con-
trary, the Contractor shall not inter ret an clause or section
oiA1~4~~~R~["t~?~~aP~rii~~-~~~4~2~~@~ice of such
information to any person, publi,~, r private, or to any officer
-.~~~~
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Contract No, UP_.5025
or department of the Government without the express cons ent
of the Contracting Officer or his duly authorized representative
for security matters,
PART V _ WAIVER OF REQUIREMENTS OF GENERAL PROVISIONS
Notwithstanding the requirements of any o:f the General Pro_
visions of this contract to the contrary, when;5oever. the Con_
tractor, in performance of the work under this cont~?act, shall
find that the requirements or 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 con_
flict and the Contracting Officer or his duly author?ized repre-
sentative for security matters shall (i) modify or rescind such
security requirements ar (ii) the Contracting OfficE:r shall issue
to the Contractor a waiver of compliance with 'the requirements
of the General Provisions conflicting with such security require-
ments. Any waiver of compliance with the General P3?ovisions of
this contract issued by the Contracting Officer shall be in
writing, except that the approval by the Contractin?; Officer of
any subcontract issued hereunder by the Contractor :hall be
deemed to constitttte approval of waiver of any clauses of the
General Provisions in conflict with the stipulation~~ of such
subcontract,
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Contract No. UP._5025
This is i;o certify that to the best of my knowledge and
belief
(i) complete cost data current as of
a e
have beers considered in preparing the proposal for work
covered k>y Contract No. UP_5025 and submitted 'to the Con_
tracting Officer or his representative;
(ii) all significant changes in the above data which
occurred since the aforementioned date through
a e
have been similarly submitted; and no more recent signi_
ficant change in such data was known to the undersigned at
the time of executing this certificate; and
(iii) all of the data submitted are accurate.
HYCON MFG, COMPANY
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Clause No. Page No.
1
Definitions
1
2
Changes
1
3
Extras
1
4
Variation in Quantity
1
5
Inspection
1
6
Responsibilty for Supplies .
2
7
Payments
2
8
Assignment of Claims
2
9
Additional Band Security .
3
10
Federal, State, and Local Taxes
3
11
Default .
4
12
Disputes
5
13
Soviet Controlled Areas
5
14
Work Hours Act of 1962-Overtime Compensation
5
15
Walsh-Healey Public Contracts Act
5
16
Nondiscrimination in Employment .
6
17
Officials Not To Benefit .
6
18
Covenant Against Contingent Fees
6
19
Termination for Convenience of the Government .
7
20
Authorization and Consent
9
21
Notice and Assistance Regarding Patent and Copyright In-
fringement
9
22
Buy American Act
10
23
Filing of Patent Applications
10
24
Patent Rights (License)
10
25
Data ~
13
26
Data-Withholding of Payment .
13
27
Military Security Requirements ~
14
28
Utilization of Small Business Concerns ~
14
29
Examination of Records
14
30
Gratuities
14
31
Convict Labor
15
32
Material Inspection and Receiving Report
15
33
Subcontracts (Sources)
15
34
Subcontracts
15
35
Subcontractor Cost and Pricing Data .
16
36
Subcontractor Cost and Pricing Data-Price Adjustments
16
37
Competition in Subcontracting
17
38
Utilization of Concerns in Labor Surplus Areas .
17
39
Standards of Work
17
40
Ground and Flight Risk
17
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INDEX (Continued)
Clause No. Page No.
41 Government-Furnished Property .
20
42 Interest
22
43 Audit and Records
22
44 Price Reduction for Defective Cost or Pricing Data . ,
24
45 Price Reduction for Defective Cost or Pricing Data-Pricy Ad-
justments
24
46 Audit-Price Adjustments
24
47 Inspection and Audit
25
48 Alterations in Contract
25
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1. DEFINITIONS (ASPR 7-103.1) (Feb. 1962)
As used throughout this contract, the following
terms shall have the meanings set forth below:
(a) The term "head of the agency" or "Secre-
tary" means the Secretary, the Under Secretary,
any Assistant Secretary, or any other head or as-
sistant head of the executive or military department
or other Federal agency; and the term "his duly
authorized representative" means any person or
persons or board (other than the Contracting Offi-
cer) authorized to ac;t for the head of the agency
or the Secretary.
(b) The term "Co:ntracting Officer" means the
person executing this contract on behalf of the
Government, and any other officer or civilian em-
ployee who is a properly designated Contracting
Officer; and the term includes, except as otherwise
provided in this contract, the authorized repre-
sentative of a Contracting Officer acting within
the limits of his authority.
(c) Except as otherwise provided in this con-
tract, the term "subcontracts" includes purchase
orders under this contract.
2. CHANGES (ASPR 7-103.2) (Jan. 1958)
The Contracting Officer may at any time, by a
written order, and without notice to the sureties,
make changes, within the general scope of this
contract, in any one or more of the following: (i)
Drawings, designs, or specifications, where the sup-
plies to be furnished are to be specially manufac-
tured for the Government in accordance therewith;
(ii) method of shipment or packing; and (iii) place
of delivery. If any such change causes an increase
or decrease in the cost of, or the time required for
the performance of any part of the work under
this contract, whethE:r changed or not changed by
any such order, an equitable adjustmnt shall be
made in the contract price or delivery schedule, or
both, and the contract shall be modified in writing
accordingly. Any claim by the Contractor for ad-
justment under this clause must be asserted within
30 days from the date of receipt by the Contractor
of the notification of change: Provided, however,
That the Contracting Officer, if he decides that the
facts justify such action, may receive and act upon
any such claim asserted at any time prior to final
payment under this contract. Where the cost of
property made obsolete or excess as a result of a
change is included in the Contractor's claim for
adjustment, the Contracting Officer shall have the
right to prescribe the manner of disposition of such
property. Failure to agree to any adjustment shall
be a dispute concerning a question of fact within
the meaning of the clause of this contract entitled
":Disputes." However, nothing in this clause shall
excuse the Contractor from proceeding with the
contract as changed. [Rev. No. 28, 1/28/58; Rev.
No. 30, 3/17/58.]
3. EXTRAS (ASPR 7-103.3) (July 1949)
Except as otherwise provided in this contract, no
payment for extras shall be made unless such
extras and the price therefor have been authorized
in writing by the Contracting Officer.
4. VARIATION IN QUANTITY (ASPR 7-103.4)
(duly 1949)
No variation in the quantity of any item called
for by this contract will be accepted unless such
variation has been caused by conditions of loading,
shipping, or packing, or allowances in manufactur-
ing processes, and then only to the extent, if any,
specified elsewhere in this contract.
5. INSPECTION (.ASPR 7-103.5) (May 1958)
(a) All supplies (which. term throughout this
clause includes without limitation raw materials,
components, intermediate assemblies, and end prod-
ucts) shall be subject to inspection and test by the
Government, to the extent practicable at all times
and places including the period of manufacture,
and in any event prior to acceptance. [Rev. No.
33, 5/14/58.]
(b) In case any supplies or lots of supplies are
defective in material or workmanship or otherwise
not in conformity with t]he requirements of this
contract, the Government shall have the right
either to reject them (with or without instructions
as to their disposition) or to require their correc-
tion. Supplies or lots of supplies which have been
rejected or required to be corrected shall be removed
or, if permitted or required by the Contracting Offi-
cer, corrected in ;place by and at the expense of
the Contractor promptly after notice, and shall not
thereafter be tendered for acceptance unless the
former rejection or requirement of correction is
disclosed. If the Contractor fails promptly to re-
move such supplies or lots of supplies which are
required to be removed, or promptly to replace or
correct such supplies or lots of supplies, the Gov-
ernment either (i) may key contract or otherwise
replace or correct such supplies and charge to the
Contractor the cost occasioned the Government
thereby, or (ii) may terminate this contract for
default as provided in thE; clause of this contract
entitled "Default." Unless the Contractor corrects
or replaces such supplies within the delivery sched-
ule, the Contracting Officer may require the delivery
of such supplies at a reduction in price which is
equitable under the circumstances. Failure to agree
to such reduction of price shall be a dispute con-
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cerning a question of fact within the meaning of
the clause of this contract entitled "Disputes."
[Rev. No. 28, 1/28/58.]
(c) If any inspection or test is made by the Gov-
ernment on the premises of the Contractor or a
subcontractor, the Contractor without additional
charge shall provide all reasonable facilities and
assistance for the safety and convenience of the
Government inspectors in the performance of their
duties. If Government inspection or test is made
at a point other than the premises of the Con-
tractor or a subcontractor, it shall be at the ex-
pense of the Government except as otherwise pro-
vided in this contract: Provided, That in case of
rejection the Government shall not be liable for
any reduction in value of samples used in connec-
tion with such inspection or test. All inspections
and tests by the Government shall be performed
in_such a manner as not to unduly delay the work.
The Government reserves the right to charge to the
Contractor any additional cost of Government in-
spection and test when supplies are not ready at
the time such inspection and test is requested by
the Contractor or when reinspection or retest is
necessitated by prior rejection. Acceptance or re-
jection of the supplies shall be made as promptly
as practicable after delivery, except as otherwise
provided in this contract; but failure to inspect and
accept or reject supplies shall neither relieve the
Contractor from responsibility for such supplies
as are not in accordance with the contract require-
ments nor impose liability on the Government
therefor. [Rev. No. 28, 1/28/58.]
(d) The inspection and test by the Government
of any supplies or lots thereof does not relieve the
Contractor from any responsibillity regarding de-
fects or other failures to meet the contract require-
ments which may be discovered prior to acceptance.
Except as otherwise provided in this contract, ac-
ceptance shall be conclusive except as regards latent
defects, fraud, or such gross mistakes as amount
to fraud.
(e) The Contractor shall provide and maintain
an inspection system acceptable to the Government
covering the supplies hereunder. Records of all in-
spection work by the Contractor shall be kept com-
plete and available to the Government during the
performance of this contract and for such longer
period as may be specified elsewhere in this con-
tract.
6. RESPONSIS'ILTY FOR SUPPLIES (ASPR 7-103.6)
(Jan. 1958)
Except as otherwise provided in this contract, (i)
the Contractor shall be responsible for the supplies
covered by this contract until they are delivered at
the designated delivery point, regardless of the
point of inspection; (ii) after delivery to the Gov-
ernment at the designed point and prior to accept-
ance by the Government or rejection and giving
notice thereof by the Government, the Government
shall be responsible for the loss or destruction of or
damage to the supplies oily if such loss, destruc-
tion, or damage results ;from the negligence of
officers, agents, or employees of the Government
acting within the scope o~ their employment; and
(iii) the Contractor shall bear all risks as to re-
jected supplies after notice of rejection, except that
the Government shall be ;responsible for the loss,
or destruction of, or damage to the supplies only
if such loss, destruction or' damage results from the
gross negligence of officers, agents, or employees of
the Government acting within the scope of their
employment. [Rev. No. 28, 1/28/58.]
7. PAYMENTS (ASPR 7-1p3.7) (Jan. 1958)
The Contractor shall b~ paid, upon the submis-
sion of proper invoices or uouchers, the prices stipu-
lated herein for supplies ~ delivered and accepted,
less deductions, if any, as ~ herein provided. Unless
otherwise specified, payment will be made on partial
deliveries accepted by they Government when the
amount due on such deliveries so warrants; or, when
requested by the Contractor, payment for accepted
partial deliveries shall be made whenever such pay-
ment would equal or exceed either $1,000 or 50 per-
cent of the total amount; of this contract. [Rev.
No. 30, 3/17/58.7
8. ASSIGNMENT OF CLA1fMS (ASPR 7-103.8 mod.)
(Feb. 1962)
(a) Pursuant to the provisions of the Assignment
of Claims Act of 1940, as amended (31 U. S. Code
203, 41 U. S. Code 15) if this contract provides for
payments aggregating $1,~J00 or more, claims for
monies due or to become due the Contractor from
the Government under this contract may be as-
signed to a bank, trust company, or other financing
institution, including any i Federal lending agency,
and may thereafter be further assigned and re-
assigned to any such institution. Any such assign-
ment or reassignment shall cover all amounts pay-
able under this contract ahd not already paid, and
shall not be made to more; than one party, except
that any such assignment; or reassignment may be
made to one party as agent or trustee for two or
more parties participating: in such financing.
Unless otherwise provided in this contract, pay-
ments to an assignee of ajzy monies due or to be-
come due under this contract shall not, to the
extent provided in said Act, as amended, be subject
to reduction or setoff.
(b) In no event shall copies of this contract or
of any plans, specification, or other similar docu-
ments relating to work sunder this contract, if
marked "Top Secret," "Secret," or "Confidential,"
be furnished to any assignee of any claim arising
under this contract or tp any other person not
entitled to receive the same: however a copy of any
part or all of this contrac~ so marked may be fur-
nished, or any information contained therein may
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be disclosed, to such assignee -upon the prior written
authorization of t;he Contracting Officer. [Rev.
No. 28, 1/28/58.]
(c) The Contractor shall obtain the written au-
thorization of the Contracting Officer prior to the
assignment of any rights under this contract.
9. ADDITIONAL BOND SECURITY (ASPR 7-103.9)
(July 1949)
If any surety upon any bond furnished in con-
nection with this contract becomes unacceptable to
the Government, or if any such surety fails to fur-
nish reports as to his financial condition from time
to time as requested by the Government, the Con-
tractor shall promptly furnish such additional secu-
rity as may be required from time to time to pro-
tect the interests of the Government and of persons
supplying labor or materials in the prosecution of
the work contemplated by this contract.
10. FEDERAL, STATE, AND LOCAL TAXES (ASPR
1I-4oI-z) tJuly I9so>
(a) As used throughout this clause, the term
"contract date" means the date of this contract.
As to additional supplies or services procured by
modification to this contract, the term "contract
date" means the date of such modification.
(b) Except as may be otherwise provided in this
contract, the contract price includes, to the extent
allocable to this co~itract, all Federal, State, and
local taxes which, on the contract date:
(i) by Constitution, statute, or ordinance, are ap-
plicable to this contract, or to the transactions
covered by this contract or to property or interests
in property, or
(ii) pursuant to written ruling or regulation, the
authority charged with administering any such tax
is assessing or applying to, and is not granting or
honoring an exemption for, a contractor under this
kind of contract, or the transactions covered by this
contract, or property or interests in property.
(c) Except as may be otherwise provided in this
contract, duties in effect on the contract date are
included in the contract price to the extent allo-
cable to this contract. [Rev. No. 1, 7/22/60.]
(d) (1) If the contractor is required to pay or
bear the burden-
(s) of any tax or duty which either was not to
be included in the contract price pursuant to the
requirements of paragraphs (b) and (c), or of a tax
or duty specifically excluded from the contract price
by a provision of this contract; or
(ii) of an increase in rate of any tax or duty,
whether or not such tax or duty was excluded from
t:he contract price; or
(iii) of any interest or penalty on any tax or duty
referred to in (i) or (ii) above; the contract price
shall be increased by the amount of such tax, duty,
interest, or penalty of paragraphs (b) and
(c) ;
(ii) was included in the contract price; or
(iii) was the basis of an increase in the contract
price; the contract price shall be decreased by the
amount of such relief, refund, or drawback allocable
to this contract, or the allocable amount of such
relief, refund, or drawback shall be paid to the
Government, as directed by the Contracting Offi-
cer. The contract price also shall be similarly de-
creased if the Contractor, through his fault or neg-
ligence or his failure to follow instructions of the
Contracting Officer, is required to pay or bear the
burden, does not obtain a refund or drawback of
any such tax, duty, interest, or penalty. Interest
paid or credited to the Contractor incident to a
refund of taxes .;hall inure to the benefit of the
Government to the extent that such interest was
earned after the Contractor was paid or reimbursed
by the Government for such taxes.
(3) Invoices or vouchers covering any adjustment
of the contract x>rice pursuant to this paragraph
(d) shall set forth the amount thereof as a separate
item and shall identify the particular tax or duty
involved.
(4) This paragraph (d) shall not be applicable to
social security taxes; income and franchise taxes,
other than those levied on or measured by (i) sales
or receipts from sales, or (ii) the Contractor's pos-
session of, interest in, or use of property, title to
which is in the Government; excess profits taxes;
capital stock taxes; unemployment compensation
taxes; or property taxes, other than such property
taxes, allocable to this contract, as are assessed
either on completed supplies covered by this con-
tract, or on the Contractor's possession of, interest
in, or use of property, titles to which. is in the Gov-
ernment.
(5) No adjustment of 1e;ss than $100 is required
to be made in the contract price pursuant to this
paragraph (d).
(e) Unless there does not exist any reasonable
basis to sustain an exemption, the Government
upon request of the Contractor, without further
liability, agrees, except as otherwise provided in
this contract, to furnish evidence appropriate to
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establish exemption from any tax which the Con-
tractor warrants in writing was excluded from the
contract price. In addition, the Contracting Officer
may furnish evidence appropriate to establish ex-
emption from any tax that may, pursuant to this
clause, give rise to either an increase or decrease
in the contract price. Except as otherwise provided
in this contract, evidence appropriate to establish
exemption from duties will be furnished only at
the discretion of the Contracting Officer.
(f) (1) The Contractor shall promptly notify the
Contracting Officer of all matters pertaining to
Federal, State, and local taxes, and duties, that
reasonably may be expected to result in either an
increase or decrease in the contract price.
(2) Whenever an increase or decrease in the con-
tract price may be required under this clause, the
Contractor shall take action as directed by the
Contracting Officer, and the contract price shall
be equitably adjusted to cover the costs of such
action, including any interest, penalty, and reason-
able attorneys' fees.
11. DEFAULT (ASPR 7-103.11-ASPR 8-707 )
(July 1962)
(a) The Government may, subject to the pro-
visions of paragraph (c) below, by written notice
of default to the Contractor, terminate the whole
or any part of this contract in any one of the
following circumstances:
(i) if the Contractor fails to make delivery of
the supplies or to perform the services within the
time specified herein or any extension thereof; or
(ii) if the Contractor fails to perform any of
the other provisions of this contract, or so fails
to make progress as to endanger performance of
this contract in accordance with its terms, and in
either of these two circumstances does not cure
such failure within a period of 10 days (or such
longer period as the Contracting Officer may au-
thorize in writing) after receipt of notice from the
Contracting Officer specifying such failure.
(b) In the event the Government terminates this
contract in whole or in part as provided in para-
graph (a) of this clause, the Government may pro-
cure, upon such terms and in such manner as the
Contracting Officer may deem appropriate, supplies
or services similar to those so terminated, and the
Contractor shall be liable to the Government for
any excess costs for such similar supplies or serv-
ices: Provided, That the Contractor shall continue
the performance of this contract to the extent not
terminated under the provisions of this clause.
(c) Except with respect to defaults of subcon-
tractors, the Contractor shall not be liable for any
excess costs if the failure to perform the contract
arises out of causes beyond the control and with-
out the fault or negligence of the Contractor. Such
causes may include, but are not restricted to, acts
of God or of the public enemy, acts of the Govern-
ment in either its sovereign or contractual capacity,
fires, floods, epidemics, 'quarantine restrictions,
strikes, freight embargoes':, and unusually severe
weather; but in every case the failure to perform
must be beyond the control and without the fault
or negligence of the Contractor. If the failure to
perform is caused by the default of a subcontractor,
and if such default arises qut of causes beyond the
control of both the Contractor and subcontractor,
and without the fault or :negligence of either of
them, the Contractor shall not be liable for any
excess costs for failure to perform, unless the sup-
plies or services to be furnished by the subcon-
tractor were obtainable from other sources in suffi-
cient time to permit the Contractor to meet the re-
quired delivery schedule.
(d) If this contract is terminated as provided in
paragraph (a) of this clause, the Government, in
addition to any other rights provided in this clause,
may require the Contractor! to transfer title and de-
liver to the Government, ; in the manner and to
the extent directed by the Contracting Officer, (i)
any completed supplies, e,nd (ii) such partially
completed supplies and materials, parts, tools, dies,
jigs, fixtures, plans, drawings, information, and
contract rights (hereinafter called "manufacturing
materials") as the Contractor has specifically pro-
duced or specifically acquired for the performance
of such part of this contract as has been termi-
nated; and the Contractor; shall, upon direction of
the Contracting Officer, protect and preserve prop-
erty in possession of the contractor in which the
Government has an interest. Payment for com-
pleted supplies delivered to and accepted by the
Government shall be at the contract price. Pay-
ment for manufacturing materials delivered to and
accepted by the Government and for the protection
and preservation of property shall be in an amount
agreed upon by the Contractor and the Contracting
Officer; failure to agree to such amount shall be
a dispute concerning a quCstion of fact within the
meaning of the clause of this contract entitled "Dis-
putes." The Governmenti may withhold from
amounts otherwise due the Contractor for such
completed supplies or mmanufacturing materials
such sum as the Contracting Officer determines to
be necessary to protect the Government against
loss because of outstanding liens or claims of for-
mer lien holders.
(e) If, after notice of termination of this contract
under the provisions of this clause, it is determined
for any reason that the Contractor was not in de-
fault under the provisions of this clause, or that the
default was excusable under the provisions of this
clause, the rights and of#ligations of the parties
shall, if the contract contains a clause providing
for termination for convenience of the Government,
be the same as if the no:,tice of termination had
been issued pursuant to such clause.
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If, after notice of termination of this contract
under the provisions of this clause, it is determined
for any reason that the Contractor was not in de-
fault under the provisions of this clause, and if
this contract does not contain a clause providing
for termination for convenience of the Govern-
ment, the contract shall be equitably adjusted to
compensate for such termination and the contract
modified accordinglyy failure to agree to any such
adjustment shall be a dispute concerning a ques-
tion of fact within the meaning of the clause of
this contract entitled "Disputes." [Rev. No. 10,
7/30/62.]
(f) The rights and. remedies of the Government
provided in this clause shall not be exclusive and
axe in addition to any other rights and remedies
provided by law or under this contract. [Rev. No.
38, 9/5/58].
12. DISPUTES (ASPR 7-103.12) (Jan. 1958)
(a) Except as otherwise provided in this contract,
any dispute concerning a question of Pact arising
under this contract which is not disposed of by
agreement shall be decided by the Contracting Offi-
cer, who shall reduce his decision to writing and
mail or otherwise furnish a copy thereof to the
Contractor. The decision of the Contracting Offi-
cer shall be final and conclusive unless, within 30
days from the date of receipt of such copy, the
Contractor mails or' otherwise furnishes to the
Contracting Officer a written appeal addressed to
the Secretary. The decision of the Secretary or his
duly authorized representative for the determina-
tion of such appeals shall be final and conclusive
unless determined by a court of competent juris-
diction to have beers fraudulent, or capricious, or
arbitrary, or so grossly erroneous as necessarily to
imply bad faith, or not supported by substantial
evidence. In connection with any appeal proceed-
ing under this clause, the Contractor shall be af-
forded 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 diligexitly with the performance of
the contract and in accordance with the Contract-
ing Officer's decision.
(b) This "Disputes" clause does not preclude con-
sideration of law questions in connection with de-
cisions provided for in paragraph (a) above: Pro-
vided, That nothing in this contract shall be con-
strued as making final the decision of any ad-
ministrative official, representative, or board on
a question of law. [Rev. No. 28, 1/28/58.]
13. SOVIET-CONTROLLED AREAS (ASPR 6-403)
(April 1962)
(a) The Contractor shall not acquire for use
in the performance of this contract any supplies
or services originating from sources within Soviet-
controlled areas, as listed in the schedule of this
contract, or transported from or through Hong
Kong or Macao, without 'the written approval of
the Contracting Officer.
(b) The contractor agrees to insert the provisions
of this clause including this subparagraph (b) and
the Soviet-control:ted areas listed in the schedule,
in all subcontracts hereunder.
14. WORK HOURS ACT OF 1962 -OVERTIME
COMPENSATION (ASPR 12-303.1) (Oct. 1962)
This contract, to the extent that it is of a char-
acter specified in the Work Hours Act of 1962 (Pub-
lic Law 87-581, 76 Stat. 357-360) and is not covered
by the Walsh-Healey Public Contracts Act (41
U.S.C. 35-45), is subject to the following provisions
and to all other provisions and exceptions of said
Work Hours Act of 1962.
(a) No contractor or subcontractor contracting
for any part of the contract work shall require or
permit any laborer or mechanic to be employed on
such work in excess of eight hours in any calendar
day or in excess of forty hours in any workweek un-
less such laborer or mechanic receives compensation
at a rate not less than one and one-half times his
basic rate of pay :for all hours worked in excess of
eight hours in any calendar day or in excess of forty
hours in such workweek, whichever is the greater
number of overtime hours.
(b) In the event of an.y violation of the pro-
visions of paragraph (a), the contractor and any
subcontractor responsible for such violation shall
be liable to any affected employee for his unpaid
wages. In addition, such contractor or subcon-
tractor shall be liable to the United States for
liquidated damages. Such liquidated damages shall
be computed, with respect I;o each individual laborer
or mechanic employed in violation of the provisions
of paragraph (a), in the sum of $10 for each
calendar day on which such employee was required
or permitted to work in excess of eight hours or in
excess of forty hours in a workweek without pay-
ment of the required overtime wages.
(c) The Contracting Officer may withhold, or
cause to be withheld, from moneys payable on ac-
count of work performed ley the contractor or sub-
contractor, the full amount of wages required by
this contract and such sums as may administratively
be determined to be necessary to satisfy any li-
abilities of such contractor or subcontractor for
liquidated damages as provided in paragraph (b).
[Rev. No. 13, 12/31/62.]
15. WALSH-HEALEY PUYtLIC CONTRACTS ACT
(ASPR 12-605 mod.) (:fan. 1958)
If this contract is for the manufacture or fur-
nishing of materials, supplies, articles or equipment
in an amount which exceeds or may exceed $10,000
and is otherwise subject to the Walsh-Healey Pub-
lic Contracts Act, as amended (41 U. S. Code 35-45),
there are hereby incorporated by reference all rep-
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resentations and stipulations required by said Act
and regulations issued thereunder by the Secretary
of Labor, such representations and stipulations
being subject to all applicable rulings and inter-
pretations of the Secretary of Labor which are now
or may hereafter be in effect, except that the Con-
tractor shall not be required to include this clause
in subcontracts issued hereunder when the inclusion
of this clause in a subcontract would jeopardize or
conflict with the security considerations established
in connection with this contract. [Rev. No. 11,
9/30/62.]
16. NONDISCRIMINATION IN EMPLOYMENT
(ASPR 12-802) (July 1962)
In connection with the performance of work un-
der this contract, the contractor agrees as follows:
(a) The contractor will not discriminate against
any employee or applicant for employment because
of race, creed, color, or national origin. The Con-
tractor will take affirmative action to ensure that
applicants are employed, and that employees are
treated during employment, without regard to their
race, creed, color or national origin. Such action
shall include, but not be limited to, the following:
Employment, upgrading, demotion or transfer; re-
cruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of com-
pensation; and selection for training, including ap-
prenticeship. The contractor agrees to post in
conspicuous places, available to employees and ap-
plicants for employment, notices to be provided by
the contracting officer setting forth the provisions
of this nondiscrimination clause.
(b) The contractor will, in all solicitations or ad-
vertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants
will receive consideration for employment without
regard to race, creed, color, or national origin.
(c) The contractor will send to each labor union
or representative of workers with which he has a
collective bargaining agreement or other contract
or understanding, a notice, to be provided by the
agency contracting officer, advising the said labor
union or workers' representative of the contractor's
commitments under this section, and shall post
copies of the notice in conspicuous places available
to employees and applicants for employment.
(d) The contractor will comply with all provi-
sions of Executive Order No. 10925 of March 6, 1961,
and of the rules, regulations, and relevant orders
of The President's Committee on Equal Employ-
ment Opportunity in effect as of the date of this
contract.
(e) The contractor will furnish all information
and reports required by Executive Order No. 10925
of March 6, 1961, and by the rules, regulations, and
orders of the said Committee or pursuant thereto,
and will permit access to his books, records, and
accounts by the contracting agency and the Com-
mittee for purposes of i}~vestigation to ascertain
compliance with such rule, regulations, and orders.
(f) In the event of ti}e contractor's non-com-
pliance with the nondiscrimination clauses of this
contract or with any of tie said rules, regulations,
or orders, this contract xr~ay be cancelled in whole
or in part and the contractor may be declared
ineligible for further government contracts in ac-
cordance with procedures' authorized in Executive
Order No. 10925 of Marcy 6, 1961, and such other
sanctions may be imposed and remedies invoked
as provided in the said Executive Order or by rule,
regulation, or order of Tie President's Committee
on Equal Employment Opportunity, or as otherwise
provided by law.
(g) The contractor wi11'include the provisions of
the foregoing paragraphs (a) through (f) in every
subcontract or purchase order unless exempted by
rules, regulations, or orders of The President's Com-
mittee on Equal Employment Opportunity issued
pursuant to Section 303 ~ of Executive Order No.
10925 of March 6, 1961, so that such provisions will
be binding upon each subcontractor or vendor. The
contractor will take such action with respect to any
subcontractor or purchase order as the contract-
ing agency may direct as a means of enforcing such
provisions, including sanctions for noncompliance:
Provided however that in the event the contractor
becomes involved in, or i~ threatened with, litiga-
tion with a subcontractor or vendor as a result of
such direction by the contracting agency, the con-
tractor may request the U#~ited States to enter into
such litigation to protect tie interests of the United
States.
17. OFFICIALS NOT TO H4ENEFIT (ASPR 7-103.19)
(July 1949)
No member of or delegate to Congress or resident
commissioner, shall be acjmitted 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 gen$ral benefit.
18. COVENANT AGAINST CONTINGENT FEES
(ASPR 7-103.20) (Jan. ~ 1958)
The Contractor warrants that no person or sell-
ing agency has been employed or retained to solicit
or secure this contract upon an agreement or under-
standing for a commission,; percentage, brokerage or
contingent fee, excepting bona fide employees or
bona fide established comx~ercial or selling agencies
maintained by the Contractor for the purpose of
securing business. For breach or violation of this
warranty the Government shall have the right
to annul this contract without liability or in its
discretion to deduct from the contract price or con-
sideration, or otherwise reeover, the full amount of
such commission, percentage, brokerage, or con-
tingent fee.
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19. TERMINATION :FOR CONVENIENCE OF THE
GOVERNMENT (ASPR 8-701) (Jan. 19s1>
(a) The performance of work under this con-
tract may be terminated by the Government in ac-
cordance with this clause in whole, or from time to
time in part, whenever the Contracting Officer
shall determine that such termination is fn the
best interests of the Government. Any such ter-
mination shall be effected by delivery to the Con-
tractor of a Notice of Termination specifying the
extent to which performance of work under the
contract is terminated, and the date upon which
such termination becomes effective.
(b) After receipt of a Notice of Termination, and
except as otherwise directed by the Contracting
Officer, the Cantraci;or shall:
(i) stop work under the contract on the date
and to the extent specified in the Notice of Termi-
nation;
(ii) place no further orders or subcontracts for
materials, services or facilities, except as may be
necessary for completion of such portion of the
work under the contract as is not terminated;
(iii) terminate all orders and subcontracts to
the extent that they relate to the performance of
work terminated by the Notice of Termination;
(iv) assign to the Government, in the manner,
at the times, and to the extent directed by the
Contracting Officer, all oP the right, title, and in-
terest of the Contractor under the orders and sub-
contracts so termin