PRECONTRACT APPROVAL RECORD

Document Type: 
Collection: 
Document Number (FOIA) /ESDN (CREST): 
CIA-RDP72B00464R000100020001-2
Release Decision: 
RIPPUB
Original Classification: 
S
Document Page Count: 
79
Document Creation Date: 
December 9, 2016
Document Release Date: 
May 1, 2001
Sequence Number: 
1
Case Number: 
Publication Date: 
June 12, 1970
Content Type: 
FORM
File: 
AttachmentSize
PDF icon CIA-RDP72B00464R000100020001-2.pdf4.5 MB
Body: 
25X1A Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Next 3 Page(s) In Document Exempt Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 DEFENSE CONTRACT AUDIT AGENCY CAMERON STATION ALEXANDRIA, VIRGINIA 22314 OSA-2487-69 LA-70-16-126 REPLY TO: Mr. Timothy H. Standifer P.O. Box #9363 Rosslyn Station Arlington, Virginia 22209 August 27, 1969 SUBJECT: Report on Evaluation of Pricing Formula STATIIML TO Contracting Officer 1. Purpose of Evaluation. We have examined the contractor's records to determine the reasonableness of the rates used for pricing spare parts under the subject contract. 2. Scope of Evaluation. Proposed overhead and G&A rates were compared with those approved by the cognizant DCAA office. STATINTL 3. Results of Evaluation. The proposed - labor overhead STATINTL STATINTL rate is recommended., for acceptance; however the proposed G&A rateis unacceptable. The cognizant DCAA office has approved a G&A rate. vo' i t 1'Tg4~ ( t Representative - APL Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved-For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 CERTIFICATE OF CURRENT COST OR PRICING DATA This is to certify that, to the best of my knowledge and belief, cost or pricing data as defined in ASPR 3-807.3(f) submitted, either actually or by specific identification in writing (see ASPR 3-807.3(g)), to the Contracting Officer or his representative in support of AG-1104* are accurate, complete, and current as of 24 c o er 1969 (day) mon year Firm Name Title Date o ' Execution *Proposal Cable 0031 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 25X1A Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Next 1 Page(s) In Document Exempt Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release%2001/05/08: CIA-RDP72B00464R00010 MOO01-2 SECPE: ' OSA-2233 -71 2 September 1971 ~1EISORAVDl1`?1 FOR: Chief, Contract Management Division, OSA FRO',1: Chief, Budget i', Finar ; e Division, on, OSA St13J1iCT: Contract Corq)letion Contract No. AG- 1104 1. Our records indicate that the subject contract was co:,;nleted as of June 1970 . The following action has been taken: A. Final I .XXXXXt made 7 July 1971 B. Audit rc :)rt prepared ,_ ~q~ y-_ 971- --- Follo;-;ing is a su::ona1y of cost: nfiOhligatcct Ar,:??nt Paid Balance X._t m 70,688.00 -0- $ 70,688.00 2. We arc using; this r::c::orandum as a basis for closing this contract as all deliveres and services have been completed. Chief, Buc':;et t'i Finance Division Chief, Cc~~itracts '.1anage ent l)ivilion, OSA ILLEGIB 1)ist: 1 - CMD/OSA 1 - I3F,i l)/OS,"i (Conte Pmt) R1~1;:klb/BF,F1)/)S Approved For Release 2001/05/08;] g kjRDP7?BQ0454R000)00020001-2 25X1A Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Next 1 Page(s) In Document Exempt Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000120001-2 ~ 7 ."Gab2e o v~ :' ti`o: t lam) `} ime is ? a l:=3teriai Coat: -actS #'.nd j%:i.:,cd Th i ee - Price ~' xt" l'a:Jiyi~,lt G? 4 TI P-31 01? CiCizy~."t~'R 5,400.00 239 AG NS20426Ai)4-7 Rivet IP? 2.50/C 240 AG 1277777-1 Sleeve NR 900.00 AG AG AG AG AG AG AG AG AG AG LOGIC ASSEMBLY (Beginni g "text Page) Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Page -13- - - PRICED Approved For Release 28iO8 : CIA- P74 4R000100 SPARE P Item Status No. Part No. Description Code Unit Price Board Printed irc / 242 AG 1278019-1 ' T P gt Stor Bd." R $ 1,500.00 Board,Printed Circ 243 AG 1278025-1 Bd " T ?< Qt Stor R 1,175.00 Board,Sector Timer 244 AG 1278028-1 and Gate Assy. R 2,200.00 Board1Target Size 245 AG 1278016-1 Discrimination & R 1,250.00 246 AG 1278044-1 Board,Targget Size DD s mSelf Test Ga e R 815.00 247 AG 1278038-1 Board,Servo Amp- R 985.00 Elev. Assy. 248 AG 12'78041-1 Board, Servo Amp- R 1,050-00 Azimuth- Assy. 249 AG 1278031-1 Board, Scan Patter R 1,350-00 Gen. Bd #1 250 AG 1278031-3 Board, Scar. Patter R 1,350.00 Gen. N No. 2 251 AG 1278035-1 Board, Scar. Patter R 1,425.00 Gen. Bd. No.3 , 252 AG 1278018-1 Board, Sig.Process R 1,425.00 & Delay Ass y. 253 AG 801BE Amplifier NR 76.00 253a AG 275-5 Ball Mount ? NR .35 254 AG 1278024-1 Board, P.C. NR 82.00 255 AG 1278027-1 Board, P.C. NR 67.00 256 AG 1278030-1 Board, P.C. NR 82.00 257 AG 1278020-1 Board, P.C. NR 81.00 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100620001-2 Approved For Release 2QQ8 : CA 464R0001000rAQG,r as ~: SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 258 AG 1278021-1 Board, P.C. NR $ 81.00 29 AG 1278033-1 Board, P.C. NR 65.00 260 AG 1278043-1 Board, P.C. NR 60.00 261 AG 1278037-1 Board, P.C. NR 78.00 262 AG 1278022-1 Board, P.C. NR 80.00 262a AG 1278040-1 Board, P.C. NR 75.00 263 AG 1278063-1 Board, P.C. 80 Pin Connector NR 38.00 264 AG PCM40D62D24-1 Connector NR 17.00 266 AG C1OA101J -Capacitor NR 2.00 266a AG ClOA103J Capacitor NR 2.00 267 AG ClOA103K Capacitor NR 2.00 2668. AG C1OA153K Capacitor NR 2.00 270 AG DC-221K Capacitor NR 1.50 271 AG DR475X50MU Capacitor NR 5.50 273 AG DlROSX35MU Capacitor NR 5.50 274 AG 150D124X9035AZ Capacitor NR 1.85 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 20008: CI 12 E4t4R000100Q,PDG4o2 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 275 AG 162D475X9020BA Capacitor NR $ 1.85 276 AG 1278012-1 Clamp, P.C.Bd. File NR 150.00 277 AG 1278012-2 Clamp, P.C.Bd. Fil NR 150.00 278 AG 1N3580A Diode NR 9.00 278a AG 1N3826A Diode NR 4.50 279 AG 1N4148 Diode NR .60 280 AG 1N4571 Diode NR 12.50 281 AG 1N4901A Diode NR 24.50 282 AG 1N752A Diode NR 4.75 283 AG 1N753A Diode NR 1.75 284 AG 1N821A Diode NR 5.25 285 AG 1N941 Diode, Zerer NR 5.50 286 AG 1N945 Diode NR 45.00 287 AG 1N967B Diode NR 1.75 288 AG 1N968B Diode, Zener NR 1.75 289 AG 65003 Diode NR 10.00 290 AG NE116A DTL Logic NR 9.00- Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/Q5108 : CIXlggB00401000200.01 2 SPARE PARTS'T, Item No. Part No. Description Status Code Unit Price 291 AG NE124A DTL Logic NR $ 8.25 292 AG NE156A DTL Logic NR 8.25 293 AG NE180A DTL Logic NR 8.25 294 AG 1278007-1 End Plate P.C.File NR 220.00 295 AG NE106A DTL Logic NR 7.75 297 AG 1278015-1 Guide NR 7.50 298 AG 1278015-2 Guide NR 7.50 299 AG 1278015-3 Guide NR 7.50 300 AG 1278015-4 Guide NR 7.50 301 AG 1278015-5 Guide NR 7.50 302' AG 1278015-6 Guide NR 7.50 303 AG 1278015-7 Guide NR 7.50 304 AG 1278015-8 Guide NR 7.50 305 AG 2212A Heat Sink NR 2.75 308 AG NAS671C4 Nut HEX 4-4ONC-24 NR 4.25 310 AG NAS671-8 Nut .80 311 AG NAS679-CO4M Nut LNR 2.50 ?F, RET Approved for Release 2001/05/08 : ( t gRDR172B00464R000100020001-2 PRICED Approved For Release 20 8 : C A-RDP7 DP7 OV,pQ,$G66 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 346 AG RC05GF510J Resistor NR $ .25 351 AG RC07GF221J Resistor NR .20 352 AG RC07GF242J Resistor NR .20 353 AG RC07GF302J Resistor NR .20 354 AG RC07GF333J Resistor NR .20 355 AG RC07GF511J Resistor NR .20 356 AG RC20GF222J Resistor NR .20 357 AG RN50C1002F Resistcr NB 1.80 358 AG RN50C1102F Resistor NR 1.80 359 AG RN50C1213F Resistor NR 1.80 360 AG RN50C2372F Resistor NR 1.80 361 AG RN50C2402F Resistor NR 1.80 362 AG RN50C2491F Resistor NR 1.80 363 AG RN50C2492F Resistor NR 1.80 364 AG RN50C2672F Resistor NR 1.80 365 AG RN50C2702F Resistor NR 1.80 366 AG RN50C3012F T Resistor NR 1.80 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Releaso-2.0nnV0 08 : Cb'A F4T0001QD@QQ@0 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 368 AG RS-1A Resistor NR $ 1.30 369 AG 7005-1.5K Resistor NR 4.00 370 AG 7009-1M Resistor NR 10.25 371 AG 7005-10K Resistor' MR 4.75 372 Ass 7005-13K Resistor NR 4.75 372a AG 7005-130K Resistor T&C NR 6.75 373 AG 7005-1401 Resistor NR 4.00 373a AG 7005-150K Resistor T&C NR 6.75 374 AG 7005-16.9K Resistor NR 5.00 374a AG 7005-169K Resistor TO NR 6.90 375 AG 7005-1859 Resistor NR 4.00 375a AG 7005-191K Resistor T&C NR 7.10 375b AG 7005-210K Resistor T&C NR 7.50 376 AG 7005-2352 Resistor NR 4.00 377 AG 700'5-2880 Resistor NR 4.00 378 AG 7005-3K Resistor NR 4.00 379 AG 7005-3370 Resistor NR 4.00 Approved For Release 2001/05/08: CIA-RDP72B00464R000100020001-2 $PRICEDApproved For Relea3Q I ARDM.~,firsaoo Innngn PAR' Item No. Part No. Description S tatus Code Unit Price 380 AG 7005-36K Resistor NR $ 5.00 381 AG 7005-39K Resistor NR 5.00 382 AG 7005-4.2K Resistor NR 4.00 383 AG 7005-400-olim Resistor NR 4.00 384 AG 7005-4011 Resistor NR 4.00 385 AG 7005-412/ohm Resistor NR 4.00 386 AG 7005-4606 Resistor NR 4.00 387 AG 7005-5.1K Resistor NR 4.75 388 AG 7005-5.5K Resistor NR 4.75 389 AG 7005-51K Resistor NR 5.40 390 . AG 7005-5194 Resistor NR 4.00 391 AG 7005-576 Resistor NR 4.00 392 AG 7005-5789 Resistor NR 4.00 392a AG 7005-62.4K Resistor T&C NR 5.40 393 AG 7005-6430 Resistor NR 4.00 394 AG 7005-6920 Resistor NR 4.00 394a AG-7005-70.2K Resistor T&C LNR 5.40 Approved For Release 2001/05/08 : CIA-RDP7.2B00464R000100020001-2 Approved For Releas05/08 CW721300464R000101-2 Item No. Part No. Description Statue Code Unit Price 3941 AG 7005-78K Resistor TO NR $ 5.40 395 AG 7005-7941 Resistor NR 4.00 396 AG 7005-7448 Resistor NR 4.00 397 AG 7005-800-ohm Resistor NR 4.00 398 AG 7005-8399 Resistor NR 4.00 398a AG 7005-85.8K Resistor TO NR 5.75 399 AG 7005-8832 Resistor NR 4.00 399a AG 7005-93.6K Resistor TO NR 5.75 401 AG 7005-968 Resistor NR 4.00 402 AG 7005-100K Resistor NR 5.75 4C3 AG 7005-91K Resistor NR 5.75 404 AG MS24693-C24 Screw NR 2.50/C 405 AG MS24693-C4 Screw NR 2.50/C 406 AG MS51957-28 Screw NR 2.50/C 407 AG MS51973 33 Screw, Set NR 3.00 -407a ,AG -1-2-78G1.4-3..-._-.,._ Screw, K., -Rd, R Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001=2 Approved For Relea /05/08 : Cfi 72Bb1 SPARE PARTS LISP R000 01-2 Item No. Part No. Description Status Code Unit Price 409 AG AN505C2R10 Screw, 82? Flt.Hd. .086-56-UNC-2AX.25 NR 2.5q~C 410 AG 2061B Terminal NR 2.35/C 411 AG 7717-10NR Transipad NR 10.25/C 412 AG 7717-12NR Transipad NR 10.25/C 413 AG 7717-15NB Transipad NR 8.55/C 414 AG 7717-16NW Transipad NR 8.55/C 415 AG 2N1486 Transistor NR 11.60 416 AG 2N1893 Transistor NR 1.85 417 AG 2N2419A Transistor NR 15.25 418 AG 2N3014 Transistor NR. 6.20 419 AG 2N930 Transistor NR 4.45 420 AG 2N940 Transistor NR 16.60 421 AG 40322(RCA) Transistor NR 5.50 423 AG MS15795-805 Washer NR 2.50/C `4234 AG 1278014-5 Washer, Flat - - NR -- AG Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Releawr/05/08 :CIA-RD- 2BTR00001-2 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 424 SCANNER AG JS-2 ASSEMBLY c ua tor Leaf NR $ .35 424a AG RTV731 Adhesive NR 5.00 425 AG 1277780-1 Bearing NR 220.00 426 AG SFR4SS-W4-011 Bearing NR 7.90 426.i. AG 1278692-1 Board, P.C. NR 5.50 431 AG 1277873-1 Bracket, Aft Bulkhead --- NR 220.00 433 AG 1277867-1 Bracket NR 220.00 4331 AG 9102 -"-_-fur s t -e e l Bumper washer) NR 40.00 435 Az 1277876-1 Bushing, Solenoid I'R 60.00 436 AG 1277870-1 Cam, Micro Sw. NR 150.00 436a AG 877-101 Cicoil NR 41.00 436a-1 AG 106054-331 Clamp, Sync. NR 1.00 436a-2 AG MS21104C3W Clamp NR 1.00 436b AG1277868-1 Clip,Mirror Lock NR 48.00 436c AG A-201-5 Coupling NR 1.70 437 AG 1277858-1 Cover,Gen.El. NR 171.00 438 . AG 1277861-1 I Cover,Tor. Motor El. NR 325.00 L (25 ea.) Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Releaso "05/08 : C1A-RIDP72BOQ 000t*A9WO1-2 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 439 AG TG2108A Generator NR $ 301.00 440 AG RC87 Grommet NR 25.OO/C 443 AG 1277871-1 Indicator, Az Step NR 95.OO/C 444 AG 1271860-1 -Indicator, Caging, El. NR 150.00 444a AG KNH0832 Insert NR 1.75 444b -A/ G SPL0440S Insert .N-R _ 4 44c AC 1278693-1 Lamp Assy. NR 126.00 4441 AG 1277855-1 Mirror Assy., Scanner R 235.00 444e AG 60FA-256 Nut,Flex Lock NR 9.10/C 444E AG MS16210-1 Nut NR 2.10/C 447 AG 1277877-1 Pin, Caging, Sol. NR 95.00 447a 'AG D4-187 Pin, Dowel BUR 20.50/C 447a- .AG 1277788-1 Plate, Az. Pot NR 51.00 448 AG 1277881-1 Pointer, Indica- tor, Az. NR 150.00 449 AG SL11-1K Potentiometer NR 68.00 449a AG 1277789-1 Potentiometer Assy., Az. NR 175.00 450 AG KPT02A-18-30P Receptacle NR 13.00 T Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Relea 2{ 105/08: CPNWMP7,2g0?04` {001009Q A01-2 SPARE PARTS LIST Item No. Part No. Description Statu Code Unit Price 455 AG 1277857-1 Retainer, Rotor NR $ 100.00 456 AG 1277854-1 Retainer,Bearing NR 100.00 459 AG 1277786-1 Retainer, Az. NR 95.00 462 AG 1277852-1 Retainer NR 98.00 462a AG 1277883-1 Retainer Assy., Indicator R 94.25 464 AG CS-9 Screw, Set NR 50.OO/C 464a AG MS16995-10 Screw NR 3.75/C 464b AG MS16995-17 Screw NR 7.00/C 464c AG MS16995-18 Screw NR 4.85/C 464d AG MS16997-33 Screw .___ NR 8.55/C 464e AG MS51957-7 Screw NR 5.85/C 464f AG MS51957-9 Screw NR 8.00/C 464g AG MS51959-17 Screw NR 3.50/C 464h AG MS51959-18 Screw NR 3.50 464' AG MS51959-19 Screw NR 3.50 464k AG MS16995-26 Screw NR 2 464m AG None _ Screw,2-56UNC 3A Soc.Hd.Ca X.12 NR 31.00/C Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 PRICED Approved For Releas05/08 : CIA-RDP72B00464R000k01-2 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 464n AG None ' Screw,4-40 UNC 3AX Soc.Hd.Cap. .438 $ 22.50/C Lg. Cres. NR 446p AG None Screw,4-40 UNC 3AX Soc.Hd..188 Lg.C es. N 21.80/C 446g AC None Screw,Button Hd. Hex Socket, 4-40 19.75/C UNC 3AX .312 Lg. Cres. NR 64r AG None Screw,Button Hd. Hex 4-40 UNC 21.80/C 3AX .188 Cres. NR 465 AG 1277859-1 Shaft, Elev.Torq. NR _ 225.00 65a AG None Screw, 82?, Flt.Hd Soc.Cap .086-56X 4.25/C .25 Lg. NR 65b AG None ScLew,Soc.Hd.Cap .086-6X.500 Lg. NR 2.50 65c AG Atone Screw,Soc.Hd.Cap. .086-56X.625 Lg. NR 31.00/C E5d AG 1278733-1 Sensor Assy. NR 140.00 65e AG 1277650-1 Shaft . NR 125.00 65f AG 1277853-1 Seal, Bearing NR 100.00 69 AG 1277863-1 Shutter, Switch NR 115.00 70 AG 1277879-1 Socket, Cage - Solenoid NR 220.00 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Page -27- Approved For Release X6/08 : CIA-Q E1 SPAREggP~~ACCREETDDSRDP72LIST 1 UOQ29f~F-2 Item No. Part No. Description Status Code Unit Price 471 AG 1277949-1 Solenoid M/F(85D818-1) NR $ 255.00 471a AG 1277882-1 Spacer,Torquer,Az. NR 100.00 471b AG B8-10 Spacer NR 17.OO/C .471c AG B2-3 Spacer NR 17.OO/C 471d AG 1277960-1 Spacer NR 100.00 473 AG 1277878-1 Spring,Solenoid NR 8.55 474 AG 1SM1-T Switch, Micro NR 4.50 A141 AG 1277866-1 Switch Photo Assy. R 1,400.00 __ 474b AG 103054-331 Synclamp NR 1.00 476 AG T-2170B Motor Torque NR 300.00 477 AG T4445A Motor Torque NR 490.00 477a AG 5714-12-16 Washer, Flat NR 20.50/C 477b AG AN960-PD4 Washer, Flat NR 1.75 478 AG 1277856-1 Weight, Mirror NR 105.00 478a AG 1279832-1 Lamp Assy., Self-Test R 105.00 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved Fo`r Release=ZQ L /08 : CIA-iPY,2B00464RDQO10 -2 SPARE PARTS. Lh ~, Item No. 'Part No. Description Status Code Unit Price POWER CO TROL ASSEMBLY 479 AG 1278113-1 Power Control Ass R $ 1,350.00 480 AG 1278068-1 Base, Pwr.Control NR 225.00 481 AG 1278066-1 Board Assy.,--- Pwr. Control R 475.00 482 AG 1278067-1 Board, P.C. NR 37.00 482a AG 1278102-1 Board, Printed Wiring NR 32.00 482b AG 1278065-1 Board, Assy., Pwr. Control NR 345.00 483a AG 1278069-1 Bracket, Heat Sink NR 94.00 484 AG150D336X902OR2 Capacitor NR 5.00 485 AG M34P-FSL Connector NR 9.75 487 AG 1N4740A Diode NR 3.30 488 AG 1N4747A Diode NR 3.30 490 AG 1N758A Diode NR 1.75 492 AG 1N457 Diode NR .80 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 PRICED ~~,~'~!T' Approved For Release:-25/08: CIA-RDP72B 01O8QRG oA-2 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 493 AG 1278100-1 Insulator NR $ 94.00 494 AG None Insulator, Mica NR 3.75 495 AG 1278070-1 Insulator,Thermal NR 94.00 '496 AG 79L I1660-40 Nut NR 12.00/C 497 AU RN55DXXXXF Resistor, T&C NR 2.00 498 AG D-A1A Relay NR 32.50 499 AG MS27255-2 Relay NR 43.85 500 AG 412-26 Relay NR 46.00 502 AG RC07GF103J Resistor NR .20 503 AG RC07GF200J Resister 20/Ohm NR .20 506 AG RC07GF392J Resistor NR .20 506a AG CE-1/'6-232FK Resistor, 232K NR 3.80 507 AG RN5,5D1692F Reno tor, 16.9K NR 1.00 508 AG 995-1A-2.2/Ohm Resistor, 1.5W NR -.80 509 AG 995-1A-500 Resistor 500/Ohm,'1W NR .80 509a AG MS21295-1 Screw NR 2.50 511 AG-MS51957-13 Screw,4-40NC-2AX Pan He NR 2-75/C Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Page -30- Approved For Release`2JQ.,5/08 : CIA-W!00109WOW-2 SPARE PARTS LIST Item No. Part No. Description Status Code Unit Price 511a AG 6130-SS-0632 Screw, Captive NR 8 .85 513 AG 9728-A-0440-10 Stand-Off NR .60 513a AG 9738-28-A-0462- Stand-off NR .60 516 AG 2N3253 Transistor NR 16.75 520: AG MS35338-135 Washer,#4 Lock S/S NR 5.15/M AG AG AG AG AG AG AG AG AG AG Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release%ZOQi 5/08: CIAA OQj0010 +1-2 SPARE PARTS LIST Item No. Part No. Description Unit Price R. F. FI TER ASSEMBLY 522 AG 1278048-1 Filter, R.F.Assy. $ 4,820.00 524 AG 1278049-1 Board, Printed Wiring 44.75 525 AG 1278050-1 _ Board, Component -.Ass y._ _~ ?. 355.00 525a AG 1278053-1 Bracket,Connector 94.00 527 AG 123 Cap, Male 1.20 528 AG 1278054-1 Clamp, Shield 62.50 529 AG UG29OA/U Connector 1.50 530 AG PT02A-18-30P Connector .13.05 531 AG PT06A-18-305(5 ) Connector 19.00 531a AG 1N746 Diode 3.45 534 AG 1JX98 Filter 9.90 535 AG 2JX47 Filter 9.90 536 AG 5JX118 Filter 19.50 537 AG 5JX94 Filter 32.00 537a AG 1279191+-1 Gasket,RF Filter 62.50 8 AG 1278014'5-1 Insulator 12.50 L SECP T Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved Foy` Release=4W/08 : CIMR2B4 SPARE PARTS LIST 40 Item No. 'Part No. Description Status Code Unit Price 539b AG bitl -a %5i 1~- h`v Relay NR 9 29.05 540 AG NAS1351CO3LL4 Screw NR 55.75 541 AG RCO'7GF104J Resistor NR .20 542 AG RC07GF204J Resistor NR .20 543 AG RCO7GF300J Resistor NF .20 544 AG RC07GF303J Resistor NR .20 544a . AG RC20GF162J Resistor NR .20 546 AG RC32GF560J Resistor 1`NR .55 546a AG RC32GF8ROJ Resistor NR .55 547 AG RC07GF822J Resistor NR .20 548 AG RC32GF821J Resistor NR .55 548^ AG 3/4-TA51-F-S-7 Resistor NR 117.OO/C 549 AG NAS1352CO4LLr Screw NR 37.OO/C 550 AG NAS1352CO4LL6 Screw NR 46.00/C 51 AG J215-186-2A-4 Shield NR 12.75 551a AG M335430-4 Terminal, Lug NR .75 K - A OCT Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release- 200-~05/08-: CIAp1~~1~1EQQ SPARE PARTS T I tem No. 556 560 561 563 564 565 566 AG 5277A-1 AG 5277A-2 AG 1278077-1 AG 1278076-1 AG NAS1352CO811 AG NAS1352C0611 AG MS15795-805 AG MS15795-807 AG MS35338-137 AG MS35649-284 Description Power Supply Power Supply Insulator, Thermal Insulator, hermal Washer, Flat 00020001-2 Status Code Washer, Flat Washer, Lock Power Supply Repair Kit NR Unit Price $ 4,275.00 4,275.00 62.50 62.50 1.75 1.75 2.50/C 2.50/C 2.5% 2.50/C 3,420.00 Approved For Release 2001/05/08 a~QWRPRZ21300464RO00100020001-2 Page -35- Approved For Releas PQJ Q5/08 : CIA`-RBRi9Z'B00464R00010 -2 SPARE PARTS LIST EItem Part No. Description Statu Code Unit Price CABLE HA I NESS ASSET-?LY 572 AG 1278008-1 Harness Assembly R $ 8,500.00 572a AG 1278010-1 Buss Bar NR 94.00 572b AG DAM-15P Connector, 15 Pin Ni'? 5.35 572c AG DBM-25P Connector, 25 Pin NR 8.75 572d AG DEM-9S Connector, 9 Pin NR 5.40 575 AG M34S-SKIS Connector, 14 Pin NR 13.50 576 AG PT02-A-14-19S Connector, 19 Pin NR 7.95 577 AG PT02-A-18-30P- Connector, 30 Pin NR 19.70 578 AG PT02-A-18-305 Connector, 30 Pin NR 14.95 579 AG PT06A-18-305 Connector, 30 Pin NR 16.65 580 L AG PT6E-8-4S(SR) Connector, 4 Pin NR 7.70 581 AG SRM34-S-M Connector, 34 Pin NR 12.20 581a AG 1278057-1 Connector Assy. 0 R 125.00 581b AG 1278013-1 Ground Strap NR 100.00 5810 AG 109-5727 Keyway NR 9.00/C 581d AG M317322-6A Meter, Time Totalizin 102.50. Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release PQQ5/08 : CIA`-f MTS 00010'4D2 Ol-2 SPARE P Item No. Part No. Description Status Code Unit P--ice 581e AG Mod "C" 4914 Rheostat, 00 Ohm W NR $ 11.50 581f AG DA50905-1 Shell NR 2.90 581g AG DB50906-1 Shell NR 2.90 581h AG DE50904-1 Shell NR 2.90 581j AG D20419 Screw, Lock NR .50 AG AG AG AG AG AG AG AG AG AG AG AG SECRET Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 % .! P Approved For ReleaseQPQy{Q5/08 : CIA SPARE 64R0001 0Q~-2 Item No. part No. Description Status Code Unit Price HEAT SINK ASSEMBLY 582 AG 1278072-1 Heat Sink Ass y. R 3 415.00 583 AG M14P-FSL pn ectors, Heat NR 4.75 584 AG' 1278073.-1 Heat Sink NR 100.00 584a AG 1278074-1 Insulator, Thermal NR 95.00 585 AG 1413-4 Lug, Solder NR 1.50/C 586 AG None Nut, 4-40 UNC 2B, Nylon NR 3.25/C 586a AG 1278072-3 _ Plate, Connector NR 105.00 587 AG 995-10A Resistor, 2.2 Ohm, 1,15 588 AG None Screw 4-40 UNC- SbL Round Hd. NR 5.00 588a AG DC-4 Silicone Compound NR 3.35 589 AG 4441D Terminal NR .60 AG AG AG AG SECRET Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 25X1A Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Releas PQJ&5/08 : CIA-RR Q0464R0001OQ -2 EXHIBIT "C" CONTRACTOR MONTHLY FINANCIAL REPORT "SERVICE" TYPE CONTRACT Prior FY Current FY Task Order No. fIf Any) 3. Effective Date of Contract (Date 4. Estimated Completion Date of work authorized 5. Contractor Planned Cumulative Expenditures to Date 6. Cumulative Actual Expenditures to Date 7. Contractor Planned Outstanding Commitments 8. 'Actual Outstanding Commitments 9. Cumulative Planned Expenditures and Out- standing Commitments to Date 10. Cumulative Actual Expenditures and Out- standing Commitments to Date (6 + 8) 11. Variance - Lines 9 - 10 (+ or -) 12. Estimate to Complete work Authorized 13. Total Estimated Amount Required to Perform Contract (6 + 12) 14. Contract Funds Allocated 15. Variance - Lines 14 - 13 (+ or -) 16. Total Estimated Price of Spares and AGE Ordered to Date Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release,,,ZD 5/08: CIA-RDP HOR4~4T0001(3? 1-2 "SERVICE" TYPE CONTRACT INSTRUCTIONS FOR COMPLETING GENERAL: (a) Each Fiscal Year effort which has not been completed should be reported upon. (b) If more than one customer is involved under the same contract, show totals for the contract on the main financial report and attach supporting supplementary reports showing status for each customer. (c) In completing Lines 5 through 16, include proportionate fee or profit, as applicable, in the amounts reported. 1. Contract Number and Task Order Number (If Any) Letter and Digit series assigned by the Government Contracting Agency to that particular contract. 2. Financial Status as of (Date) The last day of the period being reported upon. 3. Effective Date of Contract Self Explanatory 4. Estimated Completion of Work Authorized Date This date represents the Contractor's estimate of the day on which all services specified under the contract will have been discharged. 5. Contractor Planned Cumulative Expenditures to Date This figure represents the amount the Contractor had planned to expend against the contract through the period being reported upon. 6. Cumulative Actual Expenditures to Date Costs incurred by the contractor to date shown on Line 2. 7. Contractor Planned Outstanding Commitments This figure represents the amount the Contractor had planned to have obligated, in excess of expenditures, as of the last day of' the period being reported upon. Approved For Release 2001/05/08: CIA-RDPT24 I64R000100020001-2 Approved For Releasqj /08 : CIA-RDP72 4$ f 1 ,ge Two 8. Actual Outstanding Commitments This figure represents the actual amount the Contractor has obligated against the particular contract, in excess of expenditures, as of the last day of the period being reported upon. 9. Cumulative Planned Expenditures and Outstanding Commitments to Date Self Explanatory 10. Cumulative Actual Expenditures and Outstanding Commitments to Date Self Explanatory 11. Variance Self Explanatory 12. Estimate to Complete Work Authorized This figure represents the amount the Contractor expects to expend, from the end of the period being reported upon, to the completion of the contract. 13. Total Estimated Amount Required to Perform Contract Self Explanatory 14. Contract Funds Allocated This figure represents the amount of funds made available (allotted or obligated) under the contract, as amended. 15. Variance Self Explanatory 16. Total Estimated Price of Spares and AGE Ordered to Date This statistical data is requested if the contract included requirements for spares and/or AGE. The amount should reflect the estimated total price of spares and AGE, both shipped and on order, as of the date shown on Line 2. Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Releas D 5/08: CIA-RD 72B00464R00016~92Qpib1-2 SECRET GENERAL PROVISIONS FIXED PRICE RESEARCH AND DEVELOPMENT CONTRACT Clause Page TO - No. Title 1. Definitions ............................... 1 ................................ 2. Payments 1 3. Standards of Work ........................ 1 4. Inspection ................................ 1 5. Assignment of Claims ...................... 1 8. Examination of Records .................... 1 7. Federal, State, and Local Taxes ............. 2 8. Utilization of Small Business Concerns ....... 2 9. Default .................................. 2 10. Termination for Convenience of the Govern- ment ............. 5 11. Disputes .......... ..................... 5 12. Buy American Act ........................ 13. Convict Labor 5 14. Walsh-Healey Public Contracts Act .. ........ 5 15. Contract Work Hours Standards Act-Overtime 5 Compensation .......................... 16. Equal Opportunity ........................ 6 17. Officials Not to Benefit .................... 6 18. Covenant Against Contingent Fees ........... 8 ............................ . . 19. Gratuities . . 7 20. Authorization and Consent .................. 7 21. Notice and Assistance Regarding Patent and 7 Copyright Infringement .................. Clause Page XT_ No. Title 22. Patent Rights (License) ................... 7 23. Rights in Technical Data ................... 10 24. Military Security Requirements ............. 11 25. Utilization of Concerns in Labor Surplus Areas . 12 26. Filing of Patent Applications ................ 12 27. Priorities, Allocations, and Allotments ........ 12 28. Government Property (Fixed Price) .......... 12 29. Notice to the Government of Labor Disputes ... 14 30. Limitation on Withholding of Payments ....... 14 31. Interest .................................. 15 32. Competition in Subcontracting .............. 15 33. Changes ................................. 15 34. Data-Withholding of Payment ............. 15 35. ?Subcontracts ............................. 15 36. Responsibility for Supplies .................. 16 37. Deferred Ordering of Technical Data ........ 16 38. Suspension of Work ....................... 16 39. Audit and Records ........................ 16 40. Price Reduction for Defective Cost or Pricing 17 Data .................................. 41. Material Inspection and Receiving Report .... 17 42. Ground and Flight Risk ................... 18 43. Special Tooling ........................... 20 44. Alterations in Contract ..................... 21 SECRET Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved FcrJejse 2001/05/08 : CIA-RDP72BO04WQ 100020001-2 GENERAL PROVISIONS FIXED PRICE RESEARCH AND DEVELOPMENT CONTRACT 1. DEFINITIONS. (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 "Secretary" means the Secretary, the Under Secretary, any Assistant Secretary, or any other head or assistant 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 Officer) authorized to act for the head of the agency or the Secretary. (b) The term "Contracting Officer" means the person executing this contract on behalf of the Government, and any other officer or civilian employee who is a properly designated Contracting Officer; and the term includes, except as otherwise provided in this contract, the authorized representative of ? a Contracting Officer acting within the limits of his authority. (c) Except as otherwise provided in this contract, the term "subcontracts" includes purchase orders under this contract. (d) The term "contract work" means all work to be performed under this contract including without limitation any studies covering fundamental, theoretical, or experimental investigations; any extension of the investigative findings and theories of a scientific or technical nature into practical application; any tangible 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. (Oct. 1957) 2. PAYMENTS. (Jun. 1959)-The Contractor -shall be paid, upon submission of proper invoices or vouchers, the prices stipulated herein for work delivered or rendered and accepted, less deductions, if any, as herein provided. Unless otherwise specified, payment will be made upon acceptance of any portion of the work delivered or rendered for which a price is separately stated in the contract. 3. STANDARDS OF WORK. (Jun. 1959)-The Contractor agrees that the performance of work and services pursuant to the requirements of this contract shall conform to high professional standards. 4. INSPECTION. (Jun. 1959)-(a) All work under this contract shall be subject to inspection and test by the Govern- ment, to the extent practicable, at all times (including the period of performance) and places and in any event prior to acceptance. The Government through any authorized representative may inspect the premises o? the Contractor or any sub- contractor engaged in the performance of this contract. (b) The Government may reject any work that is defective or otherwise not in conformity with the requirements of this contract. If the Contractor fails or is unable to correct or to replace such work, the Contracting Officer may accept such work at a reduction in price which is equitable under the circumstances. Failure to agree on the reduction in price shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." (c) If any inspection or test is made by the Government on the premises of the Contractor or a subcontractor, the Con- tractor shall provide, without additional charge, all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. If the Government inspection or test is made at a point other than the premises of the Contractor or subcontractor, it shall be at the expense of the Government. All inspections and tests by the Government shall be performed in such a manner as not unduly to delay the work. Final inspection and accept- ance or rejection of the work shall be made as promptly as practicable after delivery except as otherwise provided in this contract; but failure to inspect and accept, or reject the work shall neither relieve the Contractor from responsibility for such of the work as is not in accordance with the contract requirements nor impose liability on the Government therefor. (d) The inspection and test by the Government of any work shall not relieve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance. Except as otherwise provided in this contract, acceptance shall be conclusive except as regards latent efect,s, 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 work hereunder. Records of all inspection work by the Contractor shall be kept complete and available to the Government during the performance of this contract and for such longer period as may be specified elsewhere in this contract. 5. ASSIGNMENT OF CLAIMS. No assignment of claims shall be made under this contract without the prior written approval of the Contracting Officer. 6. EXAMINATION, OF RECORDS. (Feb. 1962)-(a) The Contractor agrees that the Appropriate Audit representative of, the Government shall, until the expiration of three years after final payment under this contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Contractor, involving transactions related to this contract. (b) The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that the sub- contractor agrees that the Appropriate Audit representative of the Government shall, until the expiration of three years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor, involving transactions related to the subcontract. The term "subcontract" as used in the clause excludes (i) purchase orders not exceeding $2,500 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. AFPI 71-9, June 69 FP R&D (Supersedes AApproved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 7. FEDERAL, STATE, AND LOCAL TAXES. (Aug. 1961)-(a) Except as may be otherwise provided in this contract, the contract price includes all applicable Federal, State, and local taxes and duties. (b) Nevertheless, with respect to any Federal excise tax or duty on the transactions or property covered by this con- tract, if a statute, court decision, written ruling, or regulation takes effect after the contract date, and- (1) results in the Contractor being required to pay or bear the burden of any such Federal excise tax or duty or increase in the rate thereof which would not otherwise have been payable on such transactions or property, the contract price shall be increased by the amount of such tax or duty or rate increase, provided the Contractor warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price as a contingency reserve or otherwise; or (2) results in the Contractor not being required to pay or bear the burden of, or in his obtaining a refund or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such transactions or property or which was the basis of an increase in the contract price, the contract price shall be decreased by the amount of the relief, refund, or drawback, or that amount shall be paid to the Government, as directed by the Contracting Officer. The contract price shall be similarly decreased if the Contractor, through his fault or negligence or his failure to follow instructions of the Contracting Officer, is required to pay or bear the burden of, or does not obtain a refund or drawback of, any such Federal excise tax or duty. (c) No adjustment of less than $100 shall be made in the contract price pursuant to paragraph (b) above. (d) As used in paragraph (b) above, the term "contract date" means the date set for bid opening, or if this is a negotiated contract, the contract date. As to additional supplies or services procured by modification to this contract, the term "contract date" means the date of such modification. (e) Unless there does not exist any reasonable basis to sustain an exemption, the Government upon the request of the Contractor shall, without further liability, furnish evidence appropriate to establish exemption from any Federal, State, or local tax; provided that, evidence appropriate to establish exemption from any Federal excise tax or duty which may give rise to either an increase or decrease in the contract price will be furnished. only at the discretion of the Government. (f) The Contractor shall promptly notify the Contracting Officer of matters which will result in either an increase or decrease in the contract price, and shall take action with respect thereto as directed by the Contracting Officer. 8. UTILIZATION OF SMALL BUSINESS CONCERNS. (Jan. 1958)-(a) It is the policy of the Government as declared by the Congress that a fair proportion of the purchases and contracts for supplies and services for the Government be placed with small business concerns. (b) The Contractor agrees to accomplish the maximum amount of subcontracting to small business concerns that the Contractor finds to be consistent with the efficient performance of this contract. 9. DEFAULT. (Jul. 1962)-(a) The Government may, subject to the provisions of paragraph (c) of this clause, 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 perform the work called for by this contract within the time(s) 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 prosecute the work 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 authorize 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 paragraph (a) of this clause, the Government may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate, work similar to the work so terminated and the Contractor shall be liable to the Government for any excess costs for such similar work; 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 subcontractors, 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 without 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 Government 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 out 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 supplies or service to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule or other performance requirements. (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 deliver to the Government, in the manner and to the extent directed by the Contracting Officer any of the completed or partially completed work not theretofore delivered to, and accepted by, the Government and any other property, including contract rights, specifically produced or specifically acquired for the performance of such part of this contract as has been terminated; and the Contractor shall, upon the direc- tion of the Contracting Officer, protect and preserve property in the possession of the Contractor in which the Govern- ment has an interest. The Government shall pay to the Contractor the contract price, if separately stated, for completed work accepted by the Government and the amount agreed upon by the Contractor and the Contracting Officer for (i) completed work for which no separate price is stated, (ii) partially completed work, (iii) other property described above which is ac- ceptcd by the Government and, (iv) the protection and preservation of property. Failure to agree shall be a dispute concern- ing a question of fact within the meaning of the clause of this contract entitled "Disputes." The Government may withhold from amounts otherwise due the Contractor for such completed supplies or manufacturing materials such sum as the Contract- ing Officer determines to be necessary to protect the Government against loss because of outstanding liens or claims of former lien holders. Approved For Releede`O1/05/08: CIA-RDP72B00464R00ii&09&i0001-2 Approved For Release 2 1/05/08: CIA-RDP72BOO464ROO O 001-2 (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 default under the provisions of this clause, or that the default was excusable under the pro- visions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the Government, be the same as if the notice of termination had been issued pursuant to such clause. (f) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 10. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT. (Apr. 1966)-(a) The performance of work under this contract may be terminated by the Government in accordance with this clause in whole, or from time to time in part, whenever the` Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor 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. shall (b) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Contractor : (i) stop work under the contract on the date and to the extent specified in the Notice of Termination; (ii) place no further orders or subcontracts for materials, services or facilities, except as may be necessary for com- pletion 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 of the right, title, and interest of the Contractor under the orders and subcontracts so, terminated, in which case the Gov- ermnent 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; (v) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approved or ratification of the Contracting Officer, to the extent he may require, which approval or ratification shall be final for ail the purposes of this clause; (vi) transfer title and deliver to the Government, in the manner, at the times, and to the extent, if any, directed by the Contracting Officer, (A) the fabricated or unfabricated parts, work in process, completed work, supplies, and other ma- terial produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination, and (B) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would have been required to be furnished to the Government; (vii) use his 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 (vi) above; provided, however, that the Con- tractor (A) shall not be required to extend credit to any purchaser, and (B) 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 Contractor under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct; (viii) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (ix) take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest. At any time after expiration of the plant clearance period, as defined in Section VIII, Armed Services Procurement Regula- tion, 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 disposi- tion of which has been directed or authorized by the Contracting Officer, and may request the Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Government will accept title to such items and remove them or enter into a storage agreement covering the same; provided, that the list submitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty- five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement. (c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer his termination claim, in the form and with certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later than one year from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer, upon request of the Contractor made in writing within such one year period or authorized ex- tension 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 one year period or any extension thereof. Upon failure of the Con- tractor to submit his termination claim within the time allowed, the Contracting Officer may, subject to any Settlement Review Board approvals required by Section VIII of the Armed Services Procurement Regulation in effect as of the date of execution of this contract, 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), and subject to any Settlement Review Board approvals required by Section VIII of the Armed Services Procurement Regulation in effect as of the date of execution of this contract, the Con- tractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include -3- Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 -4- a reasonable allowance for profit on work done; provided, that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. Nothing in paragraph (e) of this clause, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the Contracting Officer to agree upon the whole amount to be paid to the Contractor by reason amount or amounts which may be agreed upon to be paid to the Contractor ~pursuant tto this otherwise pa paragraph t(d). or affect the (e) In the event of the failure of the Contractor and the Contracting Officer to agree as provided in paragraph (d) upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this clause, the Con- tracting Officer shall, subject to any Settlement Review Board approvals required by Section VIII of the Armed Services Pro- curement Regulation in effect as of the date of execution of this contract, pay to the Contractor the amounts determined by the Contracting Officer as follows, but without duplication of any amounts agreed upon in accordance with paragraph (d) : (i) for completed supplies accepted by the Government (or sold or acquired as p ovided in p r accohd(b) viih above) and not theretofore paid for, a sum equivalent to the aggregate price for such supplies compute the price or prices specified in the contract, appropriately adjusted for any saving of freight or other charges; (ii) the total of- (A) the costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but exclusive of any costs attributable to supplies paid or to be paid for under paragraph (e) (i) hereof; (B) the cost of settling and paying claims arising out of the termination of work under subcontracts or orders, as provided in paragraph (b) (v) above, which are properly chargeable to the terminated portion of the contract (exclusive of amounts paid or payable on account of supplies or materials delivered or services furnished by subcontractors or vendors prior to the effective date of the Notice of Termination, which amounts shall be included in the costs payable under (A) above); and (C) a sum, as profit on (A) above, determined by the Contracting Officer pursuant to 8-303 of the Armed Services Procurement Regulation, in effect as of the date of execution of this contract, to be fair and reasonable; provided, however, that if it appears that the Contractor would have sustained a loss on the entire contract had it been completed, no profit shall be included or allowed under this subdivision (C) and an appropriate adjustment shall be made reducing the amount of the settlement, including accounting, legal, clerical, enses rea (iii) the reasonable costs of settlement, cluding accounts g, log t,t clerictheal, and other portion of reason blyct necessary terminated for the preparation of settlement claims and sup g the termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of property allocable to this contract. The total sum to be paid to the Contractor under (i) and (ii) of this paragraph (e) shall not exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. Except for normal spoilage, and except to the extent that the Government shall have otherwise expressly assumed the risk of loss, there shall be excluded from the amounts payable to the Contractor as provided in (e) (i) and (ii) (A) above, the fair value, as determined by the Contracting Officer, of property which is destroyed, lost, stolen, or damaged so as to become undeliverable to the Government, 'or to a buyer pursuant to paragraph (b) (vii) . (f) Any determination of costs under paragraph (c) or (e) hereof shall be governed by the principles for consideration of costs set forth in Section XV, Part 2, of the Armed Services Procurement Regulation, as in effect on the date of this contract. (g) The Contractor shall have the right of appeal, under the clause of this contract entitled "Disputes," from any determination made by the Contracting Officer under paragraphs (c) or (e) above, except that if the Contractor has failed to submit his 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 Officer has made a determination of the amount due under F aragraph (c) or (e) above, the Government shall pay to the Contractor the following: (i) if there is no right of appeal on such h amount appeal. determined by the Contracting Officer, or (ii) if an appeal has finally has been determined taken, iereunder or if the amount appeal (h) In arriving at the amount due the Contractor under this clause there shall be deducted (i) all unliquidated advance or other payments on account theretofore made to the Contractor, applicable to the terminated portion of )this contract, (ii) any the hich the Government may have against the other oth ngs acqui red by thesContractor or d sold, pursuantt o rthe for, or or thproceeds of f sale e o off, , any materials, , supplies, or provisions of this clause, and not otherwise recovered by or credited to the Government. (i) If the termination hereunder be partial, prior to the settlement of the terminated portion of this contract, the Contractor may file with the Contracting Officer a request in writing for an equitable adjustment of the price or prices specified be agreed upon hallrbetm(the porn ade in such price ornpriced by the Notice of Termination), in the and such conequtract relatin to the adu stment as may continued (j) The Government may from time to time, under such terms and conditions as it may prescribe, make partial pay- ments and payments on account against costs incurred by the Contractor in connection with the terminated portion of this contract whenever in the opinion of the Contracting Officer the aggregate of such payments shall be within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess of the amount finally agreed or 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 percent per annum, for the period from the date such excess payment is Governmen h oweve -received by the Contractor to the date which such excess is repaid to attributable to' educ onti ptherCont a torsrclaim bylreason of retention be on o with respect t t such excess payment of reten ention or r other disposition of termination inventory until ten days after the date of such retention or disposition, or such later' date as determined by the Contracting Officer by reason of the circumstances. Approved For Release 2001/05/08 : CIA-RDP72B00464R0001p20~,01-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 ,%w %w k"101 1400 (k) Unless otherwise provided for in this contract, or by applicable statute, the Contractor, from the effective date of termination and for a period of three years after final settlement under this contract, shall preserve and make available to the Government at all reasonable times at the office of the Contractor but without direct charge to the Government, all his books, records, documents, and other evidence bearing on the costs and expenses of the Contractor under this contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer, photographs, micro-photo- graphs, or other authentic reproductions thereof. (The following paragraph (1) is applicable only if this contract is subject to Incentive Price Revision) (1) Insofar as items under this contract are subject to incentive price revision and the total final price for such items has not been established under the incentive price revision clause of this contract, the total contract price shall include, for the purpose of paragraphs (d) and (e) of this clause, the amount which the total final price for such items may not exceed under the incentive price revision clause. 11. DISPUTES. (Jan. 1958)-(a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contract- ing Officer 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 determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been 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 proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of his appeal. Pending final deci- sion of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision. (b) This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above; provided, that nothing in this contract shall be construed as making final the decision of any admin- istrative official, representative, or board on a question of law. 12. BUY AMERICAN ACT. (May 1964)-(a) in acquiring end products, the Buy American Act (41 U.S.C. 10 a-d) pro- vides 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 "domestic source end product" means (A) an unmanufactured end product which has been mined or produced in the United States and (B) an end product manufactured in the United States if the cost of the components thereof which are mined, produced, or manufactured in the United States or Canada exceeds 50 percent of the cost of all its components. For the purposes of this (a) (iii) (B), components of foreign origin of the same type or kind as the products referred to in (b) (ii) or (iii) of this clause shall be treated as components mined, produced, or manufactured in the United States. (b) The Contractor agrees that there will be delivered under this contract only domestic source end products, except end products: (i) which are for use outside the United States; (ii) which the 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 the Government to be unreasonable. (The foregoing requirements are administered in accordance with Executive Order No. 10582, dated December 17, 1954. So as to alleviate the impact of Department of Defense expenditures on the United States balance of international payments, bids, offering domestic source end products normally will be evaluated against bids offering other end products by adding a factor of fifty percent (50%) to the latter, exclusive of import duties. Details of the evaluation procedure are set forth in Section VI of the Armed Services Procurement Regulation.) 13. CONVICT LABOR. (Mar. 1949)-In connection with the performance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor. 14. WALSH-HEALEY PUBLIC CONTRACTS ACT. '(Jan. 1958)-If this contract is for the manufacture or furnishing of materials, supplies, articles, or equipment in an amount which exceeds or may exceed $10,000 and is otherwise subject to the Walsh-Healey Public Contracts Act, as amended (41 U.S.C. 35-45), there are hereby incorporated by reference all repre- sentations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representa- tions and stipulations being subject to all applicable rulings and interpretations of the Secretary of Labor which are now or may hereafter be in effect. 15. CONTRACT WORK HOURS STANDARDS ACT-OVERTIME COMPENSATION (June 1964) This contract, to the extent that it is of a character specified in the Contract Work Hours Standards Act (40 U.S.C. 327-330), is subject to the following provisions and to all other applicable provisions and exceptions of such Act and the regulations of the Secretary of Labor thereunder. (a) Overtime requirements. No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any laborer or mechanic in any workweek in which he is employed on such work to work in excess of eight hours in any calendar day or in excess of forty hours in Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 6- such workweek on work subject to the provisions of the Contract Work Hours Standards Act unless such laborer or me- chanic receives compensation at a rate not less than one and one-half times his basic rate of pay for all such hours worked in excess of eight hours in any calendar day or in excess of forty hours in such workweek, . of overtime hours. whichever is the greater number (b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the provisions of para- graph (a), the Contractor and any subcontractor responsible therefor shall be liable to any affected employee for his unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic employed in violation of the pro- visions of paragraph (a) in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of eight hours or in excess of his standard workweek of forty hours without payment of the overtime wages required by paragraph (a). (c) Withholding for unpaid wages and liquidated damages. The Contracting Officer may withhold from the Govern- ment Prime Contractor, from any moneys payable on account of work performed by the Contractor or subcontractor, such sums as may administratively be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the provisions of paragraph (b). . The require d)hSueibcontracts inclusion in allCsub ontract hal of inser anyt tierragraphs (a) through (d) of this clause in all subcontracts, and shall (e) Records. The Contractor shall maintain payroll records containing the information specified in 29 CFR 516.2(a). Such records shall be preserved for three years from the completion of the contract. 16. EQUAL OPPORTUNITY. (Jan. 1969) During the performance of this contract, the Contractor agrees as follows: (a) The Contractor will not discriminate against any employee or applicant for employment because of race, color religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include but not be limited to the following: Employment, ungrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including appren- ticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants 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 advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (c) The Contractor will send to each labor union or representative of workers with which he has a collective bar- gaining agreement or other contract or understanding, a notice to be provided by the agency Contracting Officer, advising the labor union or workers' representative of the Contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (d) The Contractor will, comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (e) The' Contractor will furnish all information and reports required-by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor or pursuant thereto, and will permit access of his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain com- pliance with such rules, regulations, and orders. (f) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part, and the Con- tractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Execu- tive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (g) The Contractor will include the provisions of Paragraph (a) through (g) in every subcontract or y purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of E Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Con- tractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance; Provided, however, that in the event the Con- tractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the Contractor may request the United States to enter into such litigation to protect the interest of the United States. 17. OFFICIALS NOT TO BENEFIT (Jul. 1949)-No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. 18. COVENANT AGAINST CONTINGENT FEES. (Jan. 1958)-The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a com- mission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this contract without liability or in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. Approved For Release 220001/05/08 : CIA-RDP72B00464R000100020001-2 N"00 %W . Approved For Releas2OW5/08 : CIA-RDP72B00464R0001W2W1-2 19. GRATUITIES. (Mar. 1952)-(a) The Government may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract if it is found, after notice and hearing, by the Secretary or his duly author- ized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Con- tractor, or any agent or representative of the Contractor, to any officer or employee of the Government with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any deter- minations with respect to the performing of such contract; provided, that the existence of the facts upon which the Secre- tary or his duly authorized representative. makes such findings shall be in issue and may be reviewed in any competent court. (b) In the event this contract is terminated as provided in paragraph (a) hereof, the Government shall be entitled (i) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Con actor, and (ii) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary dam- ages in an -amount (as determined by the Secretary or his duly authorized representative) which shall be not less than three nor more than ten times the costs incurred by the Contractor in providing any such gratuities to any such officer or em- ployee. (c) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 20. AUTHORIZATION AND CONSENT. (Jan. 1961)-The Government hereby gives its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcon- tract). 21. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT. (Jan 1965)-The provisions of this clause shall be applicable only if the amount of this contract exceeds $10,000. (a) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of "patent or copyright infringement based on the performance of this contract of which the Contractor has knowledge. (b) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringe- ment arising out of the performance of this contract or out of the use of any supplies furnished or work or services per- formed hereunder, the Contractor shall furnish to the Government, when requested by the Contracting Officer, all evidence and information in possession of the Contractor pertaining to such suit or claim. Such evidence and information shall be fur- nished at the expense of the Government except where the Contractor has agreed to indemnify the Government. (c) This clause shall be included in all subcontracts. 22. PATENT RIGHTS (LICENSE) (Sep. 1968) (a) Definitions Used in This Clause. (1) Subject Invention means any Invention or discovery, whether or not patentable, conceived or first actually reduced to practice in the course of or under this contract. The term "Subject Invention" includes, but is not limited to, any art, method, process, machine, manufacture, design or composition of matter, or any new and useful improvement thereof, or any variety of plant, which is or may be patentable under the patent laws of the United States of America or any foreign country. (2) Government purpose means the right of the Government of the United States (including any agency thereof, state or domestic municipal government) to practice and have practiced (make or have made, use or have used, sell or have sold) and Subject Invention throughout the world by or on behalf of the Government of the United States. (3) Contract means any contract, agreement, grant, or other arrangement, or subcontract entered into with or for the benefit of the Government where a purpose of the contract is the conduct of experimental, developmental, or research work. (4) Subcontract and subcontractor mean any subcontract or subcontractor of the Contractor; any lower-tier subcontract or subcontractor under this contract. (5) To bring to the point of practical application means to manufacture in the case of a composition or product, to practice in the case of a process, or to operate in the case of a machine or system and, in each case, under such conditions as to establish that the Invention is being worked and that its benefits are reasonably accessible to the public. (b) Rights Granted to the Government. (1) The Contractor agrees to and does hereby grant to the Government an irrevocable, nonexclusive, and royalty-free license to practice and have practiced each Subject Invention (made by the Contractor) throughout the world for Govern- ment purposes, and including the practice of each such Subject Invention (i) in the manufacture, use, and disposition of any article or material, (ii) in the use of any method, or (iii) in the performance of any service, acquired by or for the Government or with funds derived through the Military Assistance Program of the Government or funds otherwise derived through the Government. (2) The Contractor further agrees to grant, upon the request of the Government, a license under any Subject In- vention (made by the Contractor) to: (i) any applicant on a nonexclusive, royalty-free basis, unless the Contractor, his licensee, or his assignee dem- onstrates to the Government, at its request, that effective steps have been taken within three years after a patent issues on such Invention to bring the Invention to the point of practical application or that the Invention has been made avail- able for licensing royalty-free or on terms that are reasonable in the circumstances, or can show cause why the principal or exclusive rights should be retained for a further period of time; (ii) any applicant royalty-free or on terms that are reasonable in the circumstances to the extent that the Inven- tion is required for public use by governmental regulations or as may be necessary to fulfill health needs, or for other public purposes stipulated in the Schedule of this contract. Nothing contained in this Patent Rights clause shall be deemed to grant any rights with respect to any invention other than a Subject Invention. Approved For Release 2001/05/08 : CIA-RDP727600464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 -8- (c) Invention Disclosures and Reports. With respect to Subject Inventions (made by the Contractor), except those which are obviously unpatentable under the patent laws of the United States, the Contractor shall furnish to the Contracting Officer: (i) a written disclosure of each such Invention within six (6) months after conception or first actual reduction to practice, whichever occurs first under this contract, sufficiently complete in technical detail to convey to one skilled in the art to which the Invention pertains a clear understanding of the nature, purpose, operation, and to the extent known, the physical, chemical, or electrical characteristics of the Invention, together with a written statement making an election as to whether a United States patent application claiming the Invention will be filed by or on behalf of the Contractor; provided, where the Contractor elects to file but is unable to submit a complete disclosure, the Contractor shall within said six (6) months period submit a disclosure which includes all such technical detail then known to him and shall, within six (6) months after his election to file (or such longer period as may be authorized by the Contracting Officer under (d) (i) below, submit all other technical detail necessary to complete the disclosure or a copy of the patent ap- (ii) interim reports at least every twelve kl~i ,,...,~.~, __ .... r -- of this contract, each report listing all such Inventions conceived or first actually reduced to practice more than six (6) months prior to the date of the report and not listed on a prior interim report, or certifying that there are no such un- reported Inventions: (iii) prior to final settlement of this contract, a final report listing all such Inventions including all those pre- viously listed in interim reports, or certifying that there are no such unreported Inventions (This Final Report and any Interim Report under (ii) above shall be submitted on DD Form 882 or other format acceptable to the Contracting Officer.); and (iv) written reports at reasonable intervals, prior to and after final settlement, when requested by the Gov- ernment as to (A) the commercial use that is being made or is intended to be made of such Invention; (B) the steps taken by the Contractor to bring the Invention to the point of practical application, or to make the Invention available for licensing. (d) Domestic Filing. In connection with each Subject Invention referred to in (c)(i) above: (i) if the Contractor has elected to file a United States patent application claiming such Invention, the Contractor shall, within six (6) months after the election (or such longer period, not to exceed one (1) year after such election, as may be authorized by the Contracting Officer), file or cause to be filed such application in due form, shall notify the Contracting Officer of such filing, and shall deliver to the Contracting Officer, within two (2) months after such filing or within two (2) months of the first written disclosure of such invention if a patent application previously has been filed, a duly executed license, in triplicate, fully confirmatory of all rights to which the Government is entitled under this clause; if the Contractor does not file or cause to be filed such application, he shall so notify the Contracting Officer within the six (6) month period or such longer period as may be authorized above. (ii) the following statement shall be included within the first paragraph of the specification of any patent a~? plication filed and any patent issued on an invention which was made under a Government contract or subcontract thereunder: "The Invention herein described was made in the course of or under a contract or subcontract thereunder, (or grant) with (here state the Department or Agency)." (iii) if the Contractor has elected not to file or to cause to be filed a United States patent application claiming such Invention, or has made the contrary election but has not filed or caused to be filed such application within six (6) months after the election, or such longer period as may be authorized above, the Contractor shall: (A) inform the Contracting Officer in writing, as soon as practicable, of the date and identity of any public use, or publication of such Invention made by or known to the Contractor or of any contemplated publication by the Contractor; (B) upon written request, convey to the Government the Contractor's entire right, title and interest in such In- vention by delivering to the Contracting Officer such duly executed instruments (prepared by the Government) of assignment and application, and such other papers as are deemed necessary to vest in the Government the entire right, title, and in- terest aforesaid, and the right to apply for and prosecute patent applications covering such Invention throughout the world, subject to the reservation of a nonexclusive and royalty-free license to the Contractor (and to his existing and future asso- ciated and affiliated companies, if any, within the corporate 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; (iv) 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; and (v) in the event the Contractor, or those other than the Government deriving rights from the Contractor, elects not to continue prosecution of any such United States patent application filed by or on behalf of the Contractor, the Contractor shall so notify the Contracting Officer not less than sixty (60) days before the ex iration of the response period and, upon writ- ten request, deliver to the Contracting Officer such duly executed instruments prepared by the Government) as are deemed necessary to vest in the Government the entire right, title, and interest in such Invention and the application, subject to the reservation as specified in paragraph (d)(iii)(B) of this clause; (e) Foreign Filing. The Contractor, or those other than the Government deriving rights from the Contractor, shall as be- tween the parties hereto, have the exclusive right, subject to the rights of the Government under paragraph (b) of this clause, to file applications on Subject Inventions (made by the Contractor) in each foreign country within: (i) nine (9) months from the date a corresponding United States application is filed, or nine (9) months from the date the Contractor discloses a Subject Invention under paragraph (c)(i) above with an election not to file a United States appli- cation; Approved For Release 2001/05/08: CIA-RDP72BOO464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 (ii) six (8) months from the date permission is granted to file foreign applications where such filing had been pro- hibited for security reasons; or (iii) such longer period as may be approved by the Contracting Officer. The Contractor shall notify the Contracting Officer of each foreign application filed and, upon written request of the Con- tracting Officer, furnish an English translation of such foreign application, and convey to the Government the entire right, title, and interest in each such Subject invention in each foreign country in which an application has not been filed within the time above specified, subject to the reservation as specified in paragraph (d)(iii)(B) of this clause. (f) Withholding of Payment. (1) Final payment under this contract shall not be made before the Contractor delivers to the Contracting Officer the final report required by (c)(iii), all written Invention disclosures required by (c)(i), all confirmatory licenses required by (d)(i), and all information as to subcontracts required by (g). (2) If at any time before final payment under this contract the Contractor fails to deliver an interim report required by (c (ii), a written Invention disclosure required by (c)(i), or a confirmatory license required by (d)(i), the Contracting Offi- cer shall withhold from payment $50,000 or five percent (5%) of the amount of this contract whichever is less (or whatever lesser sum is available if payments have exceeded ninety-five percent (95%) of the amount of this contract) until the Contrac- tor corrects all such failures. (3) After payments total eighty percent (80%) of the amount of this contract, and if no amount is required to be with- held under (2) above, the Contracting Officer may, if he deems such action warranted because of the Contractor's perform- ance under the Patent Rights clause of this contract or other known Government contracts, withhold from payment such sum as he considers appropriate, not exceeding $50,000 or. five percent (5%), of the amount of this contract, whichever is less, to be held as a reserve until the Contractor delivers all the reports, disclosures, licenses, and information specified in (1) above. Subject to the five percent (5%) or $50,000 limitation, the sum withheld under this subparagraph (3) may be increased or decreased from time to time at the discretion of the Contracting Officer. (4) No amount shall be withheld under this paragraph (f) while the amount specified by this paragraph is being with- held under other provisions of this contract. The total amount withheld under (2) and (3) above shall not exceed $50,000 or five percent (5%) of the amount of this contract whichever is less. The withholding of any amount or subsequent payment thereof to the Contractor shall not be construed as a waiver of any rights accruing to the Government under this contract. This paragraph shall not be construed as requiring the Contractor to withhold any amounts from a subcontractor to enforce compliance with the patent provision of a subcontract. As used in this paragraph (f), "this contract" means "this contract as from time to time amended. In cost-type contracts, "amount of this contract" means "estimated cost of this contract." (g) Subcontracts. (1) The Contractor shall, unless otherwise authorized or directed by the Contracting Officer, include a patent rights clause containing all of the provisions of this Patent Rights clause except provision (f) in any subcontract hereunder where a purpose of the subcontract is the conduct of experimental, developmental, or research work. In the event of refusal by a subcontractor to accept this Patent Rights clause, or if in the opinion of the Contractor this Patent Rights clause is incon- sistent with the policy set forth in ASPR 9-107.2 and 9-107.3, the Contractor: (i) shall promptly submit a written report to the Contracting Officer setting forth the subcontractor's reason for such refusal or the reasons the Contractor is of the opinion that the inclusion of this clause would be so inconsistent, and other pertinent information which may expedite disposition of the matter; and (ii) shall not proceed with the subcontract without the written authorization of the Contracting Officer. The Contractor shall not, in any subcontract or by using such a subcontract as consideration therefor, acquire any rights to Subject Inventions for his own use (as distinguished from such rights as may be required solely to fulfill his contract obli- gations to the Government in the performance of this contract). Reports, instruments, and other information required to be furnished by a subcontractor to the Contracting Officer under the provisions of such a patent rights clause in a subcontract hereunder may, upon mutual consent of the Contractor and the subcontractor (or by direction of the Contracting Officer) be furnished to the Contractor for transmission to the Contracting Officer. (2) The Contractor, at the earliest practicable date, shall also notify the Contracting Officer in writing of any subcon- tract containing a patent rights clause, furnish to the Contracting Officer a copy of such subcontract, and notify him when such subcontract is completed. It is understood that the Government is a third party beneficiary of any subcontract clause granting rights to the Government in Subject Inventions, and the Contractor hereby assigns to the Government all the rights that he would have to enforce the subcontractor's obligations for the benefit of the Government with respect to Subject Inven- tions. If there are no subcontracts containing patent rights clauses, a negative report is required. The Contractor shall not be obligated to enforce the agreements of any subcontractor hereunder relating to the obligations of the subcontractor to the Government in regard to Subject Inventions. (h) Licenses Granted by Contractor to Others Subject to Government's Rights. The Contractor recognizes that the Gov- ernment, or a foreign government with funds derived through the Military Assistance Program or otherwise through the United States Government, may contract for property or services with respect to which the vendor may be liable to the Contractor for royalties for the use of a Subject Invention on account of such a contract. The Contractor further recognizes that it is the policy of the Government not to pay in connection with its contracts, or to allow to be paid in connection with contracts made with funds derived through the Military Assistance Program or otherwise through the United States Government, charges for use of patents in which the Government holds a royalty-free license. In recognition of this policy, the Contrac- tor agrees to participate in and make appropriate arrangements for the exclusion of such charges from such contracts or for the refund of amounts received by the Contractor with respect to any such charges not so excluded. (i) Rights to Disclose Subject Inventions. The Government may duplicate and disclose reports and disclosures of Sub- ject Inventions required to be furnished by the Contractor or a subcontractor pursuant to this Patent Rights clause. -9- Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 -10- (j) Forfeiture of Rights in Unreported Subject Inventions. The Contractor shall forfeit to the Government all rights in any Subject Invention which he fails to report to the Contracting Officer at or prior to the time he (i) files or causes to be filed a United States or foreign application thereon, or (ii) submits the final report required by (c)(iii) of this clause, which- ever is later, provided, that the Contractor shall not forfeit rights in a Subject Invention if (A) contending that the invention is not a Subject Invention, he nevertheless reports the invention and all pertinent to his contention to the Contracting Offi- cer within the time specified in (i) or (ii) above, or (B) he establishes that the failure to report was due entirely to causes beyond his control and without his fault or negligence. The Contractor shall be deemed to hold any such forfeited Subject Invention, and the patent applications and patents pertaining thereto, in trust for the Government pending written assign- ment of the invention. The rights accruing to the Government under this paragraph shall be in addition to and shall not supersede any other rights which the Government may have in relation to unreported Subject Inventions. Nothing contained herein shall be construed to require the Contractor to report any invention which is not in fact a Subject Invention. (k) Examination of Records Relating to Inventions. The Contracting Officer or his authorized representative shall, until the expiration of three (3) years after final payment under this contract, have the right to examine any books, records, docu- ments, and other supporting data of the Contractor which the Contracting Officer or his authorized representative shall reasonably deem directly pertinent to the discovery or identification of Subject Inventions or to compliance by the Contrac- tor with the requirements of this clause. 23. RIGHTS IN TECHNICAL DATA (Feb. 1965) (a) Definitions. (1) Technical Data, as used in this clause, means technical writings, sound recordings, pictorial reproductions, draw- ings, or other graphic representations and works of a technical nature, whether or not copyrighted, which are specified to be delivered pursuant to this contract. The term does not include financial reports, cost analyses, and other information in- cidental to contract administration. (2) Limited Rights means rights to use, duplicate, and disclose technical data in whole or in part, by or for the Government, with the express limitation that such data may not be released outside the Government, used, duplicated, ox disclosed in whole or in part, for manufacture or procurement, except for: (i) emergency repair or overhaul work by or for the Government where the item or process concerned is not other- wise reasonably available to enable timely performance of the work; and (ii) release to a foreign government as the interests of the United States may require; provided, in either case, that the release of such data shall be subject to the limitations of this paragraph (2). (3) Unlimited Rights means rights to use, duplicate or disclose technical data, in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so. (b) Government Rights. (1) The Government shall have unlimited rights in: (i) technical data resulting directly from performance of experimental, developmental or research work which was specified as an element of performance in this or any other Government contract or subcontract; (ii) technical data necessary to enable manufacture of end-items, components and modifications, or to enable the performance of processes, when the end-items, components, modifications or processes have been, or are being, dveloped under this or any other Government contract or subcontract in which experimental, developmental or research work is, or was specified as an element of contract performance, except technical data pertaining to items, components or processes de- veloped at private expense (but see (2)(ii) below); (iii) technical data constituting corrections or changes to Government-furnished data; (iv) technical data pertaining to end-items, components or processes which was prepared for the purpose of iden- tifying sources, size, configuration, mating and attachment characteristics, functional characteristics and performance require- ments ("form, fit and function" data, e.g., specification control drawings, catalog sheets, envelope drawings, etc.); (v) manuals or instructional materials prepared for installation, operation, maintenance or training purposes; (vi) other technical data which has been, or is normally furnished without restriction by the Contractor or subcon- tractor; and (vii) technical data listed or described in an agreement incor orated into the Schedule of this contract, which the parties have predetermined, on the basis of subparagraphs (i) through ((vi) above, and agreed will be furnished with unlim- ited rights. (2) The Government shall have limited rights in: (i) technical data, listed or described in an agreement incorporated into the Schedule of this contract, which the parties have agreed will be furnished with limited rights; and (ii) technical data pertaining to items, components or processes developed at private expense, other than such data as may be included in the data referred to in (b)(1)(i), (iii), (iv), (v), and (vi); provided, that each piece of data to which limited rights are to be asserted pursuant to (2)(i) and (ii) above is marked with the following legend in which is inserted the number of the prime contract under which the technical data is to be delivered and the name of the Contractor or subcontractor by whom the technical data was generated: "Furnished under United States Government Contract No. ............. Shall not be either released outside the Government, or used, duplicated, or disclosed in whole or in part for manufacture or procurement, without the written permission of ................ . except for: (i) emergency repair or overhaul work by or for the Govern- Approved For Release 2001/05/08 CIA-RDP72B00464R00010,00020001-2 VOW Vr Approved For Rele 1/05/08: CIA-RDP721300464R00?94O001-2 ment, where the item or process concerned is not otherwise reasonably available to enable timely performance of the work; or (ii) release to a foreign government, as the interests of the United States may require; provided that in either case the release, use, duplication or disclosure hereof shall be subject to the foregoing limitations. This legend shall be marked on any reproduction hereof in whole or in part." No legend shall be marked on, nor shall any limitation on rights of use be asserted as to, any data which the Contractor has similar ror identical data acquired gghfromoolther this paragraph (b)(2) shall not impair the right of the Government without (c) Material Covered by Copyright. (1) Notwithstanding the provisions of (b) above, the Contractor agrees to and does hereby grant to the Government, and to its officers, agents, and employees acting within the scope of their official duties, a royalty-free, nonexclusive and ir- revocable license throughout the world for Government purposes to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all technical data now or hereafter covered by copyright. (2) No such copyrighted matter shall be included in technical data furnished hereunder without the written permis- sion of the copyright owner for the Government to use such copyrighted matter in the manner described above. (3) The Contractor shall report to the Government (or higher-tier Contractor) promptly and in reasonable written de- tail each notice or claim of copyright infringement received by the Contractor with respect to any technical data delivered hereunder. (d) Removal of Unauthorized Markings. Notwithstanding any provisions of this contract concerning inspection and ac- ceptance, the Government may modify, remove, obliterate, or ignore any marking not authorized by the terms of this contract on any technical data furnished hereunder, if- (i) the Contractor fails to respond within sixty (60) days to a written inquiry by the Government concerning the propriety of the use of the marking, or (ii) the Contractor's response fails to substantiate his contention that the use of the marking is authorized, in which case the Government shall give written notice to the Contractor. (e) Relation to Patents. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent. (f) Limitation on Charges for Data. The Contractor recognizes that the Government, or a foreign government with funds derived through the Military Assistance Program or otherwise through the United States Government, may contract for property or services with respect to which the vendor may be liable to the Contractor for charges for the use of technical data on account of such a contract. The Contractor further recognizes that it is the policy of the Government not to pay in con- nection with its contracts, or to allow to be paid in connection with contracts made with funds derived through the Military Assistance Program or otherwise through the United States Government, charges for data which the Government has a right to use and disclose to others, which is in the public domain, or which the Government has been given without restrictions upon its use and disclosure to others. This policy does not apply to reasonable reproduction, the C handling, mailing, and similar administrative costs incident to the furnishing of such data. In recognition of this policy, in and make the appropriate arrangements h respect for o the h any exclusion ccorofs such u charges afrom such contracts, or for the refund of amounts received by (g) Acquisition of Data from Subcontractors. (1) Whenever any technical data is to be obtained from a subcontractor under this contract, the Contractor shall use this same clause in the subcontract, without alteration, and no other clause shall be used to enlarge or diminish the Govern- ment's or the Contractor's rights in that subcontractor data which is required for the Government. (2) Technical data required to be delivered by a subcontractor shall normally be delivered to the next higher-tier Contractor. However, when there is a requirement in the prime contract, or in the deferred order, for data which may be sup- plied with limited rights pursuant to (b)(2) above, a subcontractor may fulfill such requirement by submitting such data di rectly to the Government rather than through the prime Contractor. (3) The Contractor and higher-tier subcontractors will not use their power to award subcontracts as economic leverage to acquire rights in data from their subcontractors for themselves. 24. MILITARY SECURITY REQUIREMENTS. (Apr. 1966)-(a) The provisions of this clause shall apply to the extent that this contract involves access to information classified "Confiential" including "Confidential-Modified Handling Au- thorized" or higher. (b) The Government shall notify the Contractor of the security classifications of this contract and the elements thereof, and of any subsequent revisions in such security classification, by the use of a Security Requirements Check List (DD Form 254), or other written notification. (c) To the extent the Government has indicated as of the date of this contract or thereafter indicates security classifica- tion under this contract as provided in paragraph (b) above, the Contractor shall safeguard all classified elements of this con- tract and shall provide and maintain a system of security controls within his own organization in accordance with the re- quirements of- (i) the Security Agreement (DD Form 441), including the Department of Defense Industrial Security Manual for Safeguarding Classified Information as in effect on the date of this contract, and any modification to the Security Agreement for the purpose of adapting the Manual to the Contractor's business; and (ii) any amendments to said Manual made after the date of this contract, notice of which has been furnished to the Contractor by the Security Office of the Military Department having security cognizance over the facility. -11- Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 -12- (d) Representatives of the Military Department having security cognizance over the facility and representatives of the contracting Military Department shall have the right to inspect at reasonable intervals the procedures, methods, and facilities utilized by the Contractor in complying with the security requirements under this contract. Should the Government, through these representatives, determine that the Contractor is not complying with the security requirements of this contract the Contractor shall be informed in writing by the Security Office of the cognizant Military Department of the proper action to be taken in order to effect compliance with such requirements. (e) If, subsequent to the date of this contract, the security classifications or security requirements under this contract are changed by the Government as provided in this clause and the security costs or time required for delivery under this contract are thereby increased or decreased, the contract price, delivery schedule, or both and any other provision of the contract that may be affected shall be subject to an equitable adjustment by reason of such increased or decreased costs. Any equitable adjustment shall be accomplished in the same manner as if such changes were directed under the "Changes" clause in this contract. (f) The Contractor agrees to insert, in all subcontracts hereunder which involve access to classified information, provi- sions which shall conform substantially to the language of this clause, including this paragraph (f) but excluding the last sentence of paragraph (e) of this clause. (g) The Contractor also agrees that be shall determine that any subcontractor proposed by him for the furnishing of supplies and services which will involve access to classified information in the Contractor's custody has been granted an ap- propriate facility security clearance, which is still in effect, prior to being accorded access to such classified information. 25. UTILIZATION OF CONCERNS IN LABOR SURPLUS AREAS. (Nov. 1967)-It is the policy of the Government to place contracts with concerns which will perform such contracts substantially in areas of persistent or substantial labor sur- plus where this can be done, consistent with the efficient performance of the contract, at prices no higher than are obtain- able elsewhere. The Contractor agrees to use his best efforts to place his subcontracts in accordance with this policy. In com- plying with the foregoing and with paragraph (b) of the clause of this contract entitled "Utilization of Small Business Con- cerns," the Contractor in placing his subcontracts shall observe the following order of preference: (i) persistent labor surplus area concerns which are also small business concerns; (ii) other persistent labor surplus area concerns; (iii) substantial labor surplus area concerns which are also small business concerns; (iv) other substantial labor surplus area concerns; and (v) small business concerns which are not labor surplus area concerns. 26. FILING OF PATENT APPLICATIONS. (Oct. 1966) (a) Before filing or causing to be filed a patent application in the United States disclosing any subject matter of this contract, which subject matter is classified "Secret" or higher, the Contractor shall, citing the thirty (30) day provision below, transmit the proposed application to the Contracting Officer for determination whether, for reasons of national security, such application should be placed under an order of secrecy or sealed in accordance with the provisions of 35 U.S.C. 181-188 or the issuance ' of a patent should be otherwise delayed under pertinent United States statutes or regulations; and the Contractor shall observe any instructions of the Contracting Officer with respect to the manner of delivery of the patent application to the United States Patent Office for filing, but the Contractor shall not be denied the right to file such patent application. If the Contracting Officer shall not have given any such instructions within thirty (30) days from the date of mailing or other transmittal of the proposed application, the Contractor may file the application. (b) The Contractor shall furnish to the Contracting Officer, at the time of or prior to the time when the Contractor files or causes to be filed a patent application in the United States disclosing any subject matter of this contract, which sub- ject matter is classified "Confidential," a copy of such application for determination whether, for reasons of national se- curity, such application should be placed under an order of secrecy or the issuance of a patent should be otherwise delayed under pertinent United States statutes or regulations. (c) Where the subject matter of this contract is classified for reasons of security, the Contractor shall not file, or cause to be filed in any country, other than in the United States as provided in (a) and (b) of this clause, an application or recis- tration for a patent containing any of said subject matter without first obtaining written approval of the Contracting Offi- cer. (d) When filing any patent application coming within the scope of this clause, the Contractor shall observe all ap- plicable security regulations covering the transmission of classified subject matter, and shall also promptly furnish to the Contracting Officer the serial number, filing date, and name of country of any such patent application. When transmitting the application to the United States Patent Office, the contractor shall by separate letter identify by agency and number the contract or contracts which require security classification markings to be placed on the application. 27. PRIORITIES, ALLOCATIONS, AND ALLOTMENTS. (Jan. 1961)-The Contractor shall follow the provisions of DMS Regulation 1 and all other applicable regulations and orders of the Business and Defense Services Administration in obtaining controlled materials and other products and materials needed to fill this order. 28. GOVERNMENT PROPERTY (FIXED PRICE) (Apr. 1968) (a) Government-Furnished Property. The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property described as Government-furnished property 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 perform- ance dates for the supplies or services to be furnished by the Contractor under this contract are based upon the expecta- tion that Government-furnished property suitable for use (except for such property furnished "as is") will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet such delivery or performance dates. In the event that Government-furnished property is not delivered to the Contractor by such time or times, the Contracting Officer shall, upon timely written request made by the Contractor, make a determi- nation of the delay, if any, occasioned the Contractor thereby, and shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision affected by any such delay, in accordance with the pro- cedures provided for in the clause of this contract entitled "Changes." Except for Government-furnished property furnished "as is," in the event the Government-furnished property is received by the Contractor in a condition not suitable for the intended use the Contractor shall, upon receipt thereof, notify the Contracting Officer of such fact and, as directed by the Coptracting Officer, either (i) return such property at the Government's expense or otherwise dispose of the property, or (ii) effect repairs or modifications. Upon the completion of (i) or (ii) above, the Contracting Officer upon written request of Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 ,%o 1%00i iw Ifte Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 the Contractor shall equitably adjust the delivery or performance dates or the contract price, or both, and any other con- tractual provision affected by the rejection or disposition, or the repair or modification, in accordance with the procedures provided for in the clause of this contract entitled "Changes." The foregoing provisions for adjustment are exclusive and the Government shall not be liable to suit for breach of contract by reason of any delay in delivery of Government-fur- nished property or delivery of such property in a condition not suitable for its intended use. (b) Changes in Government-furnished Property. (1) By notice in writing, the Contracting Officer may (i) decrease the property provided or to be provided by the Government under this contract, or (ii) substitute other Government-owned property for property to be provided by the Government, or to be acquired by the Contractor for the Government, under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal and shipping of property covered by such notice, (2) In the event of any decrease in or substitution of property pursuant to subparagraph (1) above, or any withdrawal of authority to use property provided under any other contract or lease, which property the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the Contractor (or, if the substitution of property causes a decrease in the cost of performance, on his own initiative), shall equitably adjust such contractual provisions as may be affected by the decrease, substitution, or withdrawal, in accord- ance with the procedures provided for in the "Changes" cause of this contract. (c) Title. Title to all property furnished by the Government shall remain in the Government. In order to define the obligations of the parties under this clause, title to each item of facilities, special test equipment, and special tooling (other than that subject to a "Special Tooling" clause) acquired by the Contractor for the Government pursuant to this contract shall pass to and vest in the Government when its use in the performance of this contract commences, or upon payment therefor by the Government, whichever is earlier, whether or not title previously vested. All Government-furnished property, together with all property acquired by the Contractor title to which vests in the Government under this paragraph, is subject to the provisions of this clause and is hereinafter collectively referred to as "Government property." Title to Gov- ernment property shall not be affected by the incorporation or attachment thereof to any property not owned by the Gov- ernment, 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. (d) Property Administration. The Contractor shall comply with the provisions of Appendix B, Armed Services Pro- curement Regulation, as in effect on the date of the contract, which is hereby incorporated by reference and made a part of this contract. Material to be furnished by the Government shall be ordered or returned by the Contractor, when required, in accordance with the "Manual for Military Standard Requisitioning and Issue Procedure (MILSTRIP) for Defense Contractors" (Appendix H, Armed Services Procurement Regulation) as in effect on the date of this contract, which Manual is hereby in- corporated by reference and made a part of this contract. (e) Use of Government Property. The Government property shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of this contract. (f) Maintenance and Repair of Government Property. The Contractor shall maintain and administer, in accordance with sound industrial practice, a program for the maintenance, repair, protection, and preservation of Government property, until disposed of by the Contractor in accordance with this clause. In the event that any damage occurs to Government property the risk of which has been assumed by the Government under this contract, the Government shall replace such items or the Contractor shall make such repair of the property as the Government directs; provided, however, that if the Contractor can- not effect such repair within the time required, the Contractor shall dispose of such property in the manner directed by the Contracting Officer. The contract price includes no compensation to the Contractor for the performance of any repair or re- placement for which the Government is responsible, and an equitable adjustment will be made in any contractual provi- sions affected by such repair or replacement of Government property made at the direction of the Government, in accordance with the procedures provided for in the "Changes" clause of this contract. Any repair or replacement for which the Con- tractor is responsible under the provisions of this contract shall be accomplished by the Contractor at his own expense. (g) Risk of Loss. (1) Except for loss, destruction or damage resulting from a failure of the Contractor due to willful misconduct or lack of good faith of any of the Contractor's managerial personnel as defined herein, to maintain and administer the program for the maintenance, repair, protection and preservation of the Government property as required by paragraph (f) hereof, and except as specifically provided in the clause or clauses of this contract designated in the Schedule, the Contractor shall not be liable for loss or destruction of or damage to the Government property provided under this contract: (i) caused by any peril while the property is in transit off the Contractor's premises; or (ii) caused by any of the following perils while the property is on the Contractor's or subcontractor's premises, or on any other premises where such property may properly be located, or by removal therefrom because of any of the following perils- (A) fire; lightning, windstorm, cyclone, tornado, bail; explosion; riot, riot attending a strike, civil commotion; van- dalism and malicious mischief; sabotage; aircraft or objects falling therefrom; vehicles running on land or tracks; excluding vehicles owned or operated by the Contractor or any agent or employee of the Contractor; smoke; sprinkler leakage; earth- quake or volcanic eruption; flood, meaning thereby rising of a body of water; nuclear reaction, nuclear radiation or radioactive contamination; hostile or warlike action, including action in hindering, combating, or defending against an actual, impend- ing or expected attack by any government or sovereign power (de jure or de facto), or by any authority using military, naval, or air forces; or by an agent of any such government, power, authority, or forces: or (B) other peril, of a type not listed above, if such other peril is customarily covered by insurance (or by a reserve for self-insurance) in accordance with the normal practice of the Contractor, or the revailing practice in the industry in which the Contractor is engaged with respect to similar property in the same general locale. The perils as set forth in (i) and (ii) above are hereinafter called "excepted perils." Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 -14- If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not af- fect the liability of the Contractor for loss or destruction of or damage to the property as set forth above. However, the Con- tractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of or damage to the property while in the latter's possession or control, except to the extent that the subcontract, with the prior approval of the Contracting Officer, provides for the relief of the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government 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. The term "Contractor's managerial personnel" as used herein means the Contractor's directors, officers and any of his man- agers, superintendents, or other equivalent representatives who have supervision or direction of: (i) all or substantially all of the Contractor's business; (ii) all or substantially all of the Contractor's operation at any one plant or separate location at which the contract is being performed; or (iii) a separate and complete major industrial operation in connection with the performance of this contract. (2) The Contractor represents that he is not including in the price hereunder, and agrees that he will not hereafter in- clude in any price to the Government, any charge or reserve for insurance (including any self-insurance funds or reserve) cov- ering loss or destruction of or damage to the Government property caused by any excepted peril. (3) Upon the happening of loss or destruction of or damage to any Government property caused by an excepted peril, the Contractor shall notify the Contracting Officer thereof, and shall communicate with the Loss and Salvage Organization, if any, now or hereafter designated by the Contracting Officer, and with the assistance of the Loss and Salvage Organization so designated (unless the Contracting Officer has directed that no such organization be employed), shall take all reasonable steps to protect the Government property from further damage, separate the damaged and undamaged Government prop- erty, put all the Government property in the best possible order, and furnish to the Contracting Officer a statement of: (i) the lost, destroyed, and damaged Government property; (ii) the time and origin of the loss, destruction, or damage; (iii) all known interests in commingled property of which the Government property is a part; and (iv) the insurance, if any, covering any part of or interest in such commingled property. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made by him in per- forming his obligations under this subparagraph (3) (including charges made to the Contractor by the Loss and Salvage Organ- ization, except any of such charges the payment of which the Government has, at its option, assumed directly), in accord- ance with the procedures provided for in the "Changes" clause of this contract. (4) With the approval of the Contracting Officer after loss or destruction of or damage to Government property, and subject to such conditions and limitations as may be imposed by the Contracting Officer, the Contractor may, in order to minimize the loss to the Government or in order to permit resumption of business or the like, sell for the account of the Gov- ernment any item of Government property which has been damaged beyond practicable repair, or which is so commingled or combined with property of others, including the Contractor, that separation is impracticable. (5) Except to the extent of any loss or destruction of or damage to Government property for which the Contractor is relieved of liability under the foregoing provisions of this clause, and except for reasonable wear and tear or depreciation, or the utilization of the Government property in accordance with the provisions of this contract, the Contractor assumes the risk of, and shall be responsible for, any loss or destruction of or damage to the Government property, and such property (other than that which is permitted to be sold) shall be returned to the Government in as good condition as when received by the Contractor in connection with this contract, or as repaired under paragraph (f) above. (6) In the event the Contractor is reimbursed or compensated for any loss or destruction of or damage to the Govern- ment property, caused by an excepted peril, he shall equitably reimburse the Government. The Contractor shall do nothing to prejudice the Government's rights to recover against third parties for any such loss, destruction or damage and, upon the request of the Contracting Officer, shall at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of or damage to the Government property, the Contractor shall enforce the liability of the subcontractor for such loss or destruc- tion of or damage to the Government property for the benefit of the Government. (7) If this contract is for the development, production, modification, maintenance or overhaul of aircraft, or otherwise involves the furnishing of aircraft by the Government, the "Ground and Flight Risk" clause of this contract shall control, to the extent it is applicable, in the case of loss or destruction of, or damage to, aircraft. 29. NOTICE TO THE GOVERNMENT OF LABOR DISPUTES. (Sep. 1958)-(a) Whenever the Contractor has knowl- edge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer. (b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract here- under as to which a labor dispute may delay the timely performance of this contract; except that each-such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify his next higher tier subcontractor, or the prime contractor, as the case may be, of all relevant information with respect to such dispute. O. LIMITATION ON WITHHOLDING OF PAYMENTS. (Sep. 1958)-If more than one clause or Schedule provision of this contract authorizes the temporary withholding of amounts otherwise payable to the Contractor for supplies delivered or Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For ReIe e 1/05/08: CIA-RDP72B00464R00W0@ W0001-2 hich exc time s one withh amounts the e tota services (i) apply may be d the withheld undernany o e suchoclau a or Schedule p roves on at that time; provided,tth tethis 1 mitat ion- (i) withholdings pursuant to any clause relating to wages or hours of employees; (ii) withholdings not specifically provided for by this contract; and (iii) the recovery of overpayments. 31. INTEREST. (May 1968)-Notwithstanding any other provision of this contract, unless paid within 30 days all amounts that become payable by the Contractor to the Government under this contract (net of any applicable tax credit under the Internal Revenue Code) shall bear interest at the rate of six, percent per annum from the date due until paid and shall be subject to adjustments as provided by Party 6 of Appendix E of the Armed Services Procurement Regulation, as in effect on the date of this contract. Amounts shall be due upon the earliest one of (i) the date fixed pursuant to this con- tract; (ii) the date of the first written demand for payment, consistent with this contract, including demand consequent upon default termination; (iii) the date of transmittal by the Government to the Contractor of a proposed supplemental agreement to confirm completed negotiations fixing the amount; or (iv) if this contract provides for revision of prices, the date of written notice to the Contractor stating the amount of refund payable in connection with a pricing proposal or in connection with a negotiated pricing agreement not confirmed by contract supplement. 32. COMPETITION IN SUBCONTRACTING. (Apr. 1962)-Applicable only if this is a negotiated contract over $10,000.00. The Contractor shall select subcontractors (including suppliers) on a competitive basis to the maximum prac- tical extent consistent with the ob,ectives and requirements of the contract. 33. CFIANGES. (June 1965)-The Contracting Officer may at any time, by written order, and without notice to the sure- ties, if any, make changes, within the general scope of this contract, in any one or more of the following: (i) drawings, de- signs, or specifications, (ii) method of shipment or packing; and (iii) place of inspection, delivery, or acceptance. If any such change causes an increase or decrease in the cost of, or the time required for performance of, this contract, or otherwise af- fects any other provisions of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made (i) in the contract price or time of performance, or both, and (ii) in such other provisions of the contract as may be so affected, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment un- der this clause must be asserted within sixty (60) days from the date of receipt by the Contractor of the notification of change; provided, however, that the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." How- ever, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed. 34. DATA-WITHHOLDING OF PAYMENT. (Apr. 1965)-(This Clause is applicable only if this contract is in excess of $10,000.00.) If "Technical Data" (as defined in the clause of this contract entitled "Rights of Technical Data"), or any part thereof, is not delivered within the time specified by this contract or is deficient upon delivery (including having restrictive markings not specifically authorized by this contract), the Contracting Officer may, until such data is delivered or deficiencies are corrected, withhold payment to the Contractor of ten percent (10%) of the contract price unless a lesser withholding is specified in the schedule. Payments shall not be withheld nor any other action taken pursuant to this clause where the Contractor's failure to make timely delivery or to deliver data without deficiencies arises out of causes beyond the control and without the fault or negligence of the Contractor within the meaning of the clause hereof entitled "De- fault." The withholding of any amount or subsequent payment thereof to the Contractor shall not he construed as a waiver of any rights accruing to the Government under this contract. 35. SUBCONTRACTS. (Apr. 1967). If this contract provides for price redetermination, or contains incentive provisions, the following provisions shall apply to subcontracts: (a) As used in this clause, the term "subcontract" includes purchase orders. (b) The Contractor shall notify the Contracting Officer reasonably in advance of entering into any subcontract if the Contractor's procurement system has not been approved by the Contracting Officer and if the subcontract: labor-hour contract which it is estimated will involve an in a ist to be fen cost-reimbursement, hdolletime including any fee; amount i (ii) is proposed to exceed one hundred thousand dollars ($100,000); or (iii) is one of a number of subcontracts, under this contract, with a single subcontractor for the same or related supplies or services which, in the aggregate, are expected to exceed one hundred thousand dollars ($100,000). (c) The advance notification required by paragraph (b) above shall include: (i) a description of the supplies or services to be called for by the subcontract; (ii) identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected, including the competition obtained; (iii) the proposed subcontract price, together with the Contractor's cost or price analysis thereof; (iv) the subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, when such data and certificates are required by other provisions of this contract to be obtained from the subcontractor; and (v) identification of the type of subcontract to be used. -15- Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 -16- (d) The Contractor shall not enter into any subcontract for which advance notification to the Contracting Officer is re- quired by this clause, without the prior written consent of the Contracting Officer; provided that the Contracting Officer, in his discretion, may ratify in writing any subcontract. Such ratification shall constitute the consent of the Contracting Officer re- quired by this paragraph. (e) Neither consent by the Contracting Officer to any subcontract or any provisions thereof nor approval of the Contrac- tor's procurement system shall be construed to be a determination of the acceptability of any subcontract price or of any amount paid under any subcontract or to relieve the Contractor of any responsibility for performing this contract, unless such approval or consent specifically provides otherwise. (f) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-a-per- centage-of-cost basis. 36. RESPONSIBILITY FOR SUPPLIES. (Jan. 1958) (If this contract is for the delivery of end items other than designs, drawings, or reports the following clause shall be applicable.) Except as otherwise provided in this contract, (i) the Contrac- tor 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 Government at the designated point and prior to acceptance 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 only if such loss, destruction, or damage results from the negligence of officers, agents, or employees of the Government acting within the scope of their employment; and (iii) the Contractor shall bear all risks as to rejected supplies after notice of rejection, except that the Government shall be responsible for the loss, or de- struction of, or damage to the supplies only if such loss, destruction or damage results from the gross negligence of offi- cers, agents, or employees of the Government acting within the scope of their employment. 37. DEFERRED ORDERING OF TECHNICAL DATA (May 1964) The Government shall have the right to order, at any time during the performance of this contract, or within two (2) years from either acceptance of all items (other than data) to be delivered under this contract or termination of this contract, whichever is later, any data called for in the Sched- ule of this contract, and the Contractor shall promptly prepare and deliver such data as is ordered. However, the Contractor shall be relieved of the obligation to furnish data pertaining to an item obtained from a subcontractor upon the expiration of two (2) years from the date he accepts the item. When the data is delivered; payment shall be made, by equitable adjustment or otherwise, for converting the data into the prescribed form, reproducing it, and preparing it for delivery. Such payment shall not be included in the application of any incentive pricing formula. 38. SUSPENSION OF WORK. (Apr. 1966)-(a) The Contracting Officer may order the Contractor in writing to suspend, delay or interrupt all or any part of the work for such period of time as he may determine to be appropriate for the conven- ience of the Government. (b) If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or in- terrupted by an act of the Contracting Officer in the administration of this contract, or by his failure to act within the time specified in this contract (or if no time is specified within a reasonable time), an adjustment shall be made for any increase in the cost of performance of this contract (excluding profit) necessarily caused by such unreasonable suspension, delay, or interruption and the contract modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other contractual provision affected by such suspension, delay, or interruption. However, no adjustment shall be made for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause including the fault or negligence of the Contractor. Also no adjustment shall be made under this clause for any suspension, delay, or interruption for which an equitable adjustment is provided for or excluded under any other provision of this contract. (c) No claim under this clause shall be allowed (i) for any costs incurred more than twenty days before the Con- tractor shall have notified the Contracting Officer in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order), and (ii) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of such suspension, delay, or interruption, but not later than the date of final payment under the contract. (d) If the parties fail to agree upon the existence or extent of a suspension, delay, or interruption, or on the amount of adjustment to be made, the dispute shall be determined as provided in the "Disputes" clause of this contract; but noth- ing in this clause shall excuse the Contractor from proceeding with the prosecution of the work in accordance with the contract to the extent possible or as otherwise directed by the Contracting Officer. 39. AUDIT AND RECORDS (Nov. 1967)-(a) The Contractor shall maintain books, records, documents, and other evi- dence and accounting procedures and practices, sufficient to reflect properly all direct and indirect costs of whatever natur$ claimed to have been incurred and anticipated to be incurred for the performance of this contract. The foregoing constitute "records" for the purposes of this clause. . (b) The Contractor's plants, or such part thereof as may be engaged in the performance of this contract, and his records shall be subject at all reasonable times to inspection and audit by the Contracting Officer or his authorized repre- sentative. In addition, for purposes of verifying that cost or pricing data submitted, in conjunction with the negotiation of this contract or any contract change or other modification involving an amount in excess of $100,000, were accurate, com- plete, and current, the Contracting Officer, or his authorized representatives, shall-until the expiration of three years from the date of final payment under this contract-have the right to examine those books, records, documents, papers and other supporting data which involve transactions related to this contract or which will permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein. (c) The Contractor shall preserve and make available his records (i) until the expiration of three years from the date of final payment under this contract, and (ii) for such longer period, if any, as is required by applicable statute, or by other clauses of this contract, or by (A) or (B) below. (A) If this contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of three years from the date of any resulting final settlement. Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 MIJFJIUVCU r(,L ASPIC Z-UU IIU IUO . ',IM-RUr[cIDuu4UCl/Wuuucuuu I -c " clause of this contract or (ii) litigation or the (B) Records which relate to (i) appeals under the "Disputes settlement of claims arising out of the performance of this contract, shall be retained until such appeals, litigation, or claims have been disposed of. (d) (1) The Contractor shall insert this clause, including the whole of the paragraph (d), in each subcontract here- under that is not firm fixed-price or fixed-price with escalation. When so inserted, changes shall be made to designate the higher-tier subcontractor at the level involved in place of the Contractor; to add "of the Government prime contract" after "Contracting Officer"; and to substitute "the Government prime contract" in place of "this contract" in (B) of paragraph (c) above. (2) The Contractor shall insert the following clause in each firm fixed-price or fixed-price with escalation subcontract hereunder which when entered into exceeds $100,000, except those subcontracts covered by subparagraph (3) below. AUDIT- (a) For purposes of verifying that certified cost or pricing data submitted in conjunction with the negotiation of this contract or any contract change or other modification involving an amount in excess of $100,000 were accurate, complete, and current, the Contracting Officer of the Government prime contract, or his authorized representatives, shall-until the expiration of three years from the date of final payment under this contract-have the right to examine those books, records, documents, papers and other supporting data which involve transactions related to this contract or which will permit ade- quate evaluation of the cost or pricing data submitted, along with the computations and projections usgd therein. (b) The Subcontractor agrees to insert this clause including this paragraph (b) in all subcontracts hereunder which when entered into exceed $100,000 unless the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation. (3) The Contractor shall insert the following clause in each firm fixed-price or fixed-price with escalation sub- contract hereunder which when entered into exceeds $100,000 where the price is based on adequate price competition estab- lished catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation. AUDIT-PRICE ADJUSTMENTS (a) This clause shall become operative only with respect to any change or other modification of this contract, which involves a price adjustment in excess of $100,000 unless the price adjustment is based on adequate price competition, estab- lished catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, provided that such change or other modification to this contract must result from a change or other modifica- tion to the Government prime contract. (b) For purposes of verifying that any certified cost or pricing data submitted in conjunction with a contract change or other modification were accurate, complete, and current, the Contracting Officer of the Government prime contract, or his authorized representatives, shall-until the expiration of three years from the date of final payment under this contract- have the right to examine those books, records, documents, papers and other supporting data which involve transactions related to this contract or which will permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein. (c) The Subcontractor agrees to insert this clause including this paragraph (c) in all subcontracts hereunder which when entered into exceeds $100,000. 40. PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (Nov. 1967)-(a) If any price, including profit or fee, negotiated in connection with this contract or any cost reimbursable under this contract was increased by any sig- nificant sums because the Contractor, or any subcontractor pursuant to the clause of this contract entitled "Subcontractor Cost or Pricing Data" or "Subcontractor Cost or Pricing Data-Price Adjustments" or any subcontract clause therein required, fur- nished incomplete or inaccurate cost or pricing data or data not current as certified in the Contractor's Certificate of Current Cost or Pricing Data, then such price or cost shall be reduced accordingly and the contract shall be modified in writing as may be necessary to reflect such reduction. (b) Failure to agree on a reduction shall be a dispute concerning a question of fact within the meaning of the "Disputes" clause of this contract. Price Reduction for Defective Cost or Pricing Date-Price Adjustments (a) This clause shall become operative only with respect to any change or other modification of this contract which in- volves a price adjustment in excess of $100,000, except where the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regu- lation. The right to price reduction tinder this clause shall be limited to such price adjustments. (b) If any price, including profit, or fee, negotiated in connection with any price adjustment tinder this contract was in- creased by any significant sums because of the contractor or any subcontractor, pursuant to the clause of this contract entitled, "Subcontractor Cost or Pricing Data-Price Adjustments" or any subcontract clause therein required, furnished incomplete or inaccurate cost or pricing data or data not current as of the date of execution of the Contractor's Certificate of Current Cost or Pricing Data, then such price shall be reduced accordingly and the contract shall be modified in writing to reflect such reduction. (c) Failure to agree on a reduction shall be a dispute concerning a question of fact within the meaning of the "Disputes" clause of this contract. 41. MATERIAL INSPECTION AND RECEIVING REPORT (Feb. 1968)-At the time of each delivery under this con- tract, the Contractor shall prepare and furnish to the Government a Material Inspection and Receiving Report (DD Form 250 Series), in the manner and to the extent required by the Contracting Officer. -17- Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 42. GROUND AND FLIGHT RISK (Apr. 1968)-(a) Notwithstanding any other provisions of this contract, except as may be specifically provided in the Schedule as an exception to this clause, the Government, subject to the definitions and limi- tations of this clause, assumes the risk of damage to, or loss or destruction of, aircraft "in the open," during "operation," and in "flight," as these terms are defined below, and agrees that the Contractor shall not be liable to the Government for any such damage, loss, or destruction, the risk of which is so assumed by the Government. (b) For the purposes of this clause: (i) Unless otherwise specifically provided in the Schedule, the term "aircraft" means- (A) aircraft (including (I) complete aircraft, and (II) aircraft in the course of being manufactured, disassembled, or reassembled; provided, that an engine or a portion of a wing or a wing is attached to a fuselage of such aircraft) to be fur- nished to the Government under this contract (whether before or after acceptance by the Government); and (B) aircraft (regardless of whether in a state of disassembly or reassembly) furnished by the Government to the Con- tractor under this contract; _ including all property installed therein, or in the process of installation, or temporarily removed from such aircraft; provided, however, that such aircraft and property are not covered by a separate bailment agreement. (ii) The term "in the open" means located wholly outside of buildings on the Contractor's premises or at such other places as may be described in the Schedule as being in the open for the purposes of this clause, except that aircraft furnished by the Government shall be deemed to be in the open at all times while in Contractor's possession, care, custody, or control. (iii) The term "flight" means any flight demonstration, flight test, taxi test, or other flight, made in the performance of this contract, or for the purpose of safeguarding the aircraft, or previously approved in writing by the With respect to land based aircraft "flight" shall commence with the taxi roll from a flight line on the Contractor's premises, and continue until the aircraft has completed the taxi roll in returning to a flight line on the Contractor's premises; with re- spect to seaplanes, "flight" shall commence with the launching from a ramp on the Contractor's premises and continue until the aircraft has. completed its landing run upon return and is beached at a ramp on the Contractors premises; with respect to helicopters, "flight" shall commence upon engagement of the rotors for the purpose of take-off from the Contractor's premises and continue until the aircraft has returned to the ground on the Contractor's premises and the rotors are disengaged; and with respect to vertical take-off aircraft, "flight" shall commence upon disengagement from any launching platform or device on the Contractor's premises and continue until the aircraft has been re-engaged to any launching platform or device on the Contractor's premises; provided, that aircraft off the Contractor's premises shall be deemed to be in flight when on the ground or water only during periods of reasonable duration following emergency landing, other landings made in the performance of this contract, or landings approved by * in writing. (iv) The term "Contractor's premises" means those premises designated as such in the Schedule or in writing by the ,* and any other place to which aircraft are moved for the purpose of safeguarding the Aircraft. (v) The term "operation" means operations and tests, other than on any production line, of aircraft, when not in flight, whether or not the aircraft is in the open or in motion during the making of any such operations or tests, and includes operations and tests of equipment, accessories, and power plants, only when installed in aircraft. (vi) The term "flight crew members" means the pilot, the co-pilot and, unless otherwise specifically provided in the Schedule, the flight engineer, navigator, bombardier-navigator, and defensive systems operator, when required, or as- signed to their respective crew positions, to conduct any flight on behalf of the Contractor. (c)(1) The Government's assumption of risk under this clause, as to aircraft in the open, shall continue in effect unless terminated pursuant to subparagraph (3) below. Where the * finds that any of such aircraft is in the open under unreasonable conditions, he shall notify the Contractor in writing of the conditions he finds to be un- reasonable and require the Contractor to correct such conditions within a reasonable time.. (2) Upon receipt of such notice, the Contractor shall act promptly to correct such conditions, regardless of whether he agrees that such conditions are in fact unreasonable. To the extent that the Contracting Officer may later determine that such conditions were not in fact unreasonable, an equitable adjustment shall be made in the contract price to com- pensate the Contractor for any additional costs he incurred in correcting such conditions and the contract shall be modi- fied in writing accordingly. Any dispute as to the unreasonableness of such conditions or the equitable adjustment shall be deemed to be a dispute concerning a question of the fact within the meaning of the clause of this contract entitled "Dis- putes." (3) If the * finds that the Contractor has failed to act promptly to correct such conditions or has failed to correct such conditions within a reasonable time, be may terminate the Government's assumption of risk under this clause, as to any of the aircraft which is in the open under such conditions, such termination to be effective at 12:01 A.M. on the fifteenth day following the day of receipt by the Contractor of written notice thereof. If the Contracting Officer later determines that the Contractor acted promptly to correct such conditions or that the time taken by the Con- tractor was not in fact unreasonable, an equitable adjustment shall, notwithstanding paragraph (g) of this clause, be made in the contract price to compensate the Contractor for any additional costs he incurred as a result of termination of the Government's assumption of risk under this clause and the contract shall be modified in writing accordingly. Any dis- puite as to whether the Contractor failed to act promptly to correct such conditions, or as to the reasonableness of the time for correction of such conditions, or as to such equitable adjustment, shall be deemed to be a dispute concerning a ques- tion of fact within the meaning of the clause of this contract entitled "Disputes." (4) In the event the Government's assumption of risk under this clause is terminated in accordance with (3) above, the risk of loss with respect to Government-furnished property shall be determined in accordance with the clause of this contract, if any, entitled "Government Property" until the Government's assumption of risk is reinstated in accordance with (5) below. (5) When unreasonable conditions have been corrected, the Contractor shall promptly notify the Government there- of. The Government may elect to again assume the risks and relieve the Contractor of liabilities as provided in this clause, or not, and the * shall notify the Contractor of the Government's election. If, after correction of the un- reasonable conditions the Government elects to again assume such risks and relieve the Contractor of such liabilities, the Ccautractor shall be entitled to an equitable adjustment in the contract price for costs of insurance, if any, extending from the end of the third working day after the Contractor notifies the Government of such correction until the Government Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08: CIA-RDP72BOO464ROQWQW0001-2 v4sw 14W notifies the Contractor of such election. If the Government elects not to again assume such risks, and such conditions have in Fact been corrected, the Contractor shall be entitled to an equitable adjustment for costs of insurance, if any, extend- ing after such third working day. (d) The Government's assumption of risk shall not extend to carnage to, or loss or destruction of, such aircraft: (i) resulting from failure of the Contractor, due to willful misconduct or lack of good faith of any of the Con- tractor's managerial personnel, to maintain and administer a program for the protection and preservation of aircraft in the open, and during operation, in accordance with sound industrial practice (the term "Contractor's managerial personnel" means the contractors directors, officers, and any of his managers, superintendents, or other equivalent representatives, who has supervision or direction of all or substantially all of the Contractor's business, or all or substantially all of the Contractor's operations at any one plant or separate location at which this contract is performed, or a separate and com- plete major industrial operation in connection with the performance of this contract); (ii) sustained during flight if the flight crew members conducting such flight have not been approved in writing by the -*; (iii) while in the course of transportation by rail, or by conveyance on public streets, highways, or waterways, except for Government-furnished property; (iv) to the extent that such damage, loss or destruction is in fact covered by insurance; (v) consisting of wear and tear, deterioration (including rust and corrosion), freezing, or mechanical, structural, or electrical breakdown or failure, unless such damage is the result of other loss, damage, or destruction covered by this clause; provided, however, in the case of Government-furnished property, if such damage consists of reasonable wear and tear or deterioration, or results from inherent vice in such property, this exclusion shall not apply; or (vi) sustained while the aircraft is being worked upon and directly resulting therefrom, including but not limited to any repairing, adjusting, servicing or maintenance operation, unless such damage, loss, or destruction, is of a type which would be covered by insurance which would customarily have been maintained by the Contractor at the time of such damage, loss, or destruction, but for the Government's assumption of risk under this clause. (e) With the exception of damage to, or loss or destruction of aircraft in "flight," the Government's assumption of risk under this clause shall not extend to the first $1,000 of loss or damage resulting from each event separately occur- ring. the Contractor assumes the risk of and shall be responsible for the first $1,000 of floss reasonable of or dmagwed ertona rcraft "in the open" or during "operation" resulting from each event separately occurring, except except to the extent the loss or damage is caused by negligence of Government personnel. If the Government elects to require that the aircraft be replaced or restored by the Contractor to the condition in which it was immediately prior to the damage, the equitable adjustment in the price authorized by paragraph (i) below shall not include the dollar amount of the risk assumed by the Contractor under this paragraph. In the event the Government does not elect repair or replace- ment, the Contractor agrees to credit the contract price or pay the Government $1,000 (or the amount of the loss if smaller) as directed by the Contracting Officer. (f) A subcontractor shall not be relieved from liability for damage to, or loss or destruction of, aircraft while in his possession or control, except to the extent that the subcontract, with the prior written approval of the Contracting Officer, provides for relief of the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of such aircraft in as good condition as when received, except for reasonable wear and tear or for the utilization of the property in accordance with the provisions of this contract. Where a subcontractor has not been relieved from liability for any damage, loss, or destruction of aircraft and any damage, loss, or destruction oc- curs, the Contractor shall enforce the liability of the subcontractor for such damage to, or loss or destruction of, the air- craft for the benefit of the government. (g) The Contractor warrants that the contract price does not and will not include, except as may be otherwise au- thorized in this clause, any charge or contingency reserve for insurance (including self-insurance funds or reserves) cover- ing any damage to, or loss or destruction of, aircraft while in the open, during operation, or in flight, the risk of which has been assumed by the Government under the provisions of this clause, whether or not such assumption may be termi- nated as to aircraft in the open. (h) In the event of damage to, or loss or destruction of, aircraft in the open, during operation, or inflight, the Con- tractor shall take all reasonable steps to protect such aircraft from further damage, separate damaged and undamaged aircraft, put all aircraft in the best possible ofd, further, except in cases covered by (e) above, the Contractor should furnish to the (i) the damaged, lost, or destroyed aircraft; (ii) the time and origin of the damage, loss or destruction; (iii) all known interests in commingled property of which aircraft are a part; and (iv) the insurance, if any, covering any part of the interest in such commingled property. Except in cases covered by (e) above, an equitable adjustment shall be made in the amount due under this contract for ex- penditures made by the Contractor in performing his obligations under this paragraph (h) and this contract shall be modified in writing accordingly. (i) If prior to delivery and acceptance by the Government any aircraft is damaged, lost, or destroyed and the Gov- ernment has under this clause assumed the risk of such damage, loss or destruction, the Government shall either (1) re- quire that such aircraft be replaced or restored by the Contractor to the condition in which it was immediately prior to such damage, or (2) shall terminate this contract with respect to such aircraft. In the event that the Government requires that the aircraft be replaced or restored, an equitable adjustment shall be made in the amount due under this contract and in the time required for its performance, and this contract shall be modified in writing accordingly. If, in the alterna- tive, this contract is terminated under this paragraph with respect to such aircraft and under this clause the Government has assumed the risk of such damage, loss, or destruction, the Contractor shall be paid the contract price for said aircraft (or, if applicable, any work to be performed on said aircraft) less such amounts as the Contracting Officer determines (1) that it would have cost the Contractor to complete the aircraft (or any work to be performed on said aircraft) together with anticipated profit, if any, on any such uncompleted work, and (2) to be the value, if any, of the damaged aircraft or any remaining portion thereof retained by the Contractor. The Contracting Officer shall have the right to prescribe the manner of disposition of the damaged, lost, or destroyed aircraft, or any remaining parts thereof; and, if any additional costs of such disposition are incurred by the Contractor, a further equitable adjustment will be made in the amount due to the Contractor. Failure of the parties to agree upon an equitable adjustment or upon the amount to be paid in the event of termination of the contract with respect to any aircraft, shall be a dispute concerning a question of fact within the meaning of the "Disputes" clause of this contract. * In the foregoing clause there is inserted "Contracting Officer" unless otherwise filled in. -19- Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 (j) In the event the Contractor is at any time reimbursed or compensated by any third person for any damage, loss, or destruction of any aircraft, the risk of which has been assumed by the Government under the provisions of this clause and for which the Contractor has been compensated by the Government, he shall equitably reimburse the Government. The Contractor shall do nothing to prejudice the Government's rights to recover against third parties for any such damage, loss, or destruction and, upon the request of the - * shall at the Government's expense furnish to the Gov- ernment all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment or subrogation in favor of the Government) in obtaining recovery. 43. SPECIAL TOOLING (Oct. 1967) (a) Definition. (1) The term .special tooling" means all jigs,, dies, fixtures, molds, patterns, taps, gauges, other equipment and manufacturing aids, anreplacements thereof, which are of such a specialized nature that, without substantial modification or alteration, their use is limited to the development or production of particular supplies or parts thereof, or the per- formance of particular services. The term includes all components of such items, but does not include: (i) consumable property; (ii) special test equipment; or (iii) buildings, nonseverable structures (except foundations and similar improvements necessary for the installa- tion of special tooling), general or special machine tools, or similar capital items. (2) For the purposes of this clause, the term "special tooling" does not include: (i) items acquired by the Contractor prior to the effective date of this contract, or replacements of such items, whether or not altered or adapted for use in the performance of this contract; or (ii) items specifically excluded by the Schedule. (b) Use of Special Tooling. The Contractor agrees not to use any items of special tooling except in the performance of this contract, or as approved by the Contracting Officer. (c) List of Special Tooling. Within sixty (60) days after delivery of the first production end items under this con- tract, or such later date as may be prescribed by the Contracting Officer, the Contractor shall if the Contracting Officer so requests, furnish the Contracting Officer a list of all special tooling acquired or manufactured by the Contractor for use in the performance of this contract. The list shall specify the nomenclature, tool number and related product part number or service, and unit or, group cost of the special tooling. Upon completion or termination of all or a substantial part of the work under this contract the Contractor shall furnish a final list in the same form covering all items not previously reported under this paragraph; provided, however, that the Contracting Officer may by written notice waive this require- ment or extend it until the completion of this contract and other contracts and subcontracts as to which approval has been obtained under paragraph (b) above. Special tooling which has become obsolete as a result of changes in design or specifi- cation need not be reported, except as provided for in paragraph (d). (d) Changes in Design. In the event of any changes in design or specifications which affect interchangeability of parts, the Contractor shall, unless otherwise agreed to by the Contracting Officer, give the Contracting Officer notice of any part which is not interchangeable with the new or superseding part and the usable special tooling for each part covered in such notice shall be retained by the Contractor subject to the provisions of paragraph (i), pending disposition under paragraph (f). (e) Contractor's Offer to Retain Special Tooling. At the time he furnishes any list or notice under (c) or (d) above, the Contractor may designate those items of special tooling (either specifically or by listing the particular products, parts, or services for which such items were used or designed) which he desires to retain, together with a written offer. (i) to retain any or all of such items, free and clear of any Government interest, for an amount designated therein, which should ordinarily not be less than the then fair value of such items which fair value takes into account, among other things, the value of such items to the Contractor for use in further work by him; or (ii) to retain any or all such items for such period of time and subject to such terms and conditions as may be agreed to by the parties hereto, subject to ultimate retention or disposition of such items in accordance with paragraph (f) hereof. (f) Disposition of Special Tooling. Within ninety (90) days after receipt of any list or notice under paragraph (c) or (d) hereof, or such further period as may be agreed upon by the parties, the Contracting Officer shall furnish to the Con- tractor: (i) a list specifying the particular products, parts, or services for which the Government may require special tool- ing together with a request that the Contractor transfer title (to the extent not previously transferred under any other clause of this contract) and deliver to the Government all usable items of special tooling which were used or designed for the manufacture or performance of any designated portion of such products, parts, or services, and which were, on hand when production of such products or parts, or performance of such services, ceased; (ii) an acceptance or rejection of any offer made by the Contractor under paragraph (e) above, or a request for further negotiation with respect thereto; (iii) a direction to the Contractor to sell, or to dispose of as scrap, for the account of the Government, any or all of the special tooling covered by such list; (iv) a statement with respect to any or all of the special tooling covered by such list that the Government has no further interest herein and waives its rights therein; or (v) any combination of the foregoing, as the circumstances warrant. The Contractor shall promptly comply with any request by the Contracting Officer under this paragraph to transfer title to any items of special tooling, and shall: (1) immediately prepare such items for shipment by proper packaging, paoking, and marking, in accordance with any instructions which may be issued by the Contracting Officer, and shhall promptly deliver such items to the Government as directed by the Contracting Officer; or (2) if a storage agreement has been en- teved into, prepare such items for storage in accordance therewith, as directed by the Contracting Officer. To the extent that compliance with such directions under (iii), (1) or (2) above occasions any cost to the Contractor for which he will ? Approved For Release, 2001/05/08 : CIA-RDP72B00464R000100020001-2 Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2 not otherwise be compensated, the contract price shall be equitably adjusted in accordance with the procedures of the "Cli'dnges" clause hereof. Any items of special tooling so delivered or stored shall he accompanied by such operation sheets or other appropriate data as are necessary to show the manufacturing operations or processes for which such items were used or designed. If the Contracting Officer has requested further negotiations under (ii) of this paragraph, the Contractor agrees that he will enter into such negotiations in good faith with the Contracting Officer. Any items of special tooling which are not disposed of by transfer of title and delivery to the Government, or by acceptance of an offer of the Con- tractor made under paragraph (e), or of such offer as modified in the course of negotiations, shall be disposed of in the manner set forth in (iii) or (iv) of this paragraph. Any failure of the Contracting Officer to give the directions required under (i)-(v) above within the specified period shall be construed as a direction pursuant to (iii) above. (g) Proceeds of Retention or Disposition of Special Tooling. If the Contracting Officer accepts an offer of the Con- tractor to retain any items of special tooling, or if any such items are sold to third parties or disposed of as scrap, the net proceeds shall: (i) be deducted from the amounts due to the Contractor under this contract and the contract amended ac- cordingly; or (ii) be otherwise paid as the contracting Officer may direct. (h) Property Control. The Contractor agrees that he will follow his normal industrial practice in maintaining property control records on all the special tooling, and that he will make such records available for inspection by the Government at all reasonable times. The Contractor further agrees that, to the extent practicable, he will identify by appropriate stamp, tag or other mark all special tooling subject to this clause. (i) Maintenance Pending Disposition. The Contractor agrees that between the date any usable items of special tool- ing are no longer needed by him, within the meaning of this clause, and the date of final disposition of such items under this clause, he will take all reasonable steps necessary to maintain the identity and existing conditions of such items, un- less the Contracting Officer has directed that such items be disposed of as scrap or has given notice under (f) (iv). The Con- tractor shall not be required to keep any such items in place. (j) Special Tooling Provisions for Subcontracts. The Contractor agrees that, in placing any subcontracts or purchase orders under this contract which involve the use of special tooling, the full cost of which is charged to such subcontract or purchase order, he will include therein appropriate provisions to obtain rights comparable to those granted to the Gov- ernment by this clause, unless the Contracting Officer determines, upon the Contractor's request, that, with respect to any subcontract, purchase order, or class thereof, such rights are not of substantial interest to the Government. The Con- tractor further agrees that he will exercise any such rights for the benefit of the Government, as the Contracting Officer may direct. 44. ALTERATIONS IN CONTRACT. The following alterations have been made in the provisions of this contract: (1) CLAUSE 24-MILITARY SECURITY REQUIREMENTS, and in particular paragraphs (c) and (d) thereunder, shall he applicable only to the extent as authorized by the security representative of the Contracting Officer. (2) CLAUSE 28-GOVERNMENT PROPERTY, paragraph (d), Property Administration, is applicable only to the extent as authorized, modified, or revised by the Contracting Officer or his duly authorized representative. s i ET Approved For Release 2001/05/08 : CIA-RDP72B00464R000100020001-2