APPENDIX III CONTRACT RATE FOR PERIOD JULY 10, 1956 THRU DECEMBER 30, 1956*

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Document Number (FOIA) /ESDN (CREST): 
CIA-RDP81B00878R000700020068-4
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RIPPUB
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K
Document Page Count: 
36
Document Creation Date: 
December 9, 2016
Document Release Date: 
June 16, 1999
Sequence Number: 
68
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SS
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25X1A10 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 25X1A proved For Release 2001/08/01 : Cl T00878R00070002600-Pe-- /6/ 4; er 2- NEGOTIATED CONTRACT Eastman Kodak Company Rochester, New York Contract No. P0660 /4r33(606)?j5/716. Contract For: See Schedule Amount: See Part V of the Schedule. Mail Vouchers to: Performance Period/Delivery Schedule: (See Schedule Inspection point: Rochester, New York Administrative Data: This contract is entered into, by and between the United States of America, hereinafter called the Government represented by the Contracting Officer executing this contract, and the above-named Contractor which is a Corporation, incorporated in the State of New Jersey, hereinafter called the Contractor. The parties hereto agree that the Contractor shall furnish the facilities and deliver all supplies and perform all the services set forth in the attached schedule issued hereunder, for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the attachskSchedule, Appendixes I and II and General Provisions, which together this signature page and the accompanying certificate comprise this Contract No. P. O. 660. In the event of any inconsistency between the schedule and the General Provisions, the Schedule shall control. IN WITNESS WHEREOF, the parties hereto have executed this contract as of 20 September 1956. Signatures: EASTMAN K D TITMR Vice President & General Manager Approved For Release 2001/08/01 : CIA-RD e g y?vt, 8 R800700 0 2 0 o 8 -4 THE UNITED STATES CF AMERICA 5X1A 0101-W 9 c 24V/ Approved For Release 2001/08/01 : CIA-RDP81B R000700020068-4 CERTIFICATE 25X1A certify that T, am the Assiptapt Secretary of the Corporation named as 25X1A Contractor herein; that, EMMEN _ who signed this contract on behalf of the Contractor was then the 25X1A Vice President of said Corporation; that said contract was duly signed for and in behalf of said Corporation by authority of its governing body, and is within the scope of its Corporate powers. Corporate Seal) ,Approved For Release 2001/08/01 : CIA-RDeOftlyff78R000700020068-4 UMACIl Approved For Release 2001/08/01 : DP81600878R000700020068-4 ;REX OF SCHEDULE PART I SERUMS AND SUPPLIES TO BE FURNISHED BY CONTRACTOR 1 PART II PERFOB24ANCE OF SERVICES 2 PART III - FURNISHING OF MATERIALS 2 PART IV - MATED MORK AND SEAVICES 3 PART V CONSIDERATION AND PAIYENTS 3 PART VI - REPRICING 4 PART VII PERIOD OF PEBFORMANC2 6 PART VIII - ANTICIPATORY COSTS 6 PART Ii IETTER CONTRACT SUBERSEDED 6 PART X - SPECIAL SECURITY RESTRICTIONS 7 PART XI - WAIVER OF REQUIRENENTS.CP.GEMERAL PROVISIONS 7 APPENDIXES I'and II Approved For Release 2001/08/01 : CIA-RDP811300878R000700020068-4 Approved For Release 2001/08/01 : riflOW81600878R0007000200684 SUED= PART I - SERVICES AND SUPPLIES TO BE FURNISHED BY CONTRACTOR. The Contractor shall furnish the services of necessarY, personnel, including the categories of Laboratory Hand, Engineer, Draftsman, and Shop, required to efficiently and expeditiously operate and maintain the film processing plant which is the subject of a separate contract between the Contractor and the Government. Such operation shall be in accordance with stated requirements of the Government with respect to type of processing, level of operation required (one, two or three:shift), multiples of the finished product required to be produced, form of the finished product (minicard, duplicates, prints, etc. ) identification, marking and coding of the finished product, distribution, and similar basic policy natters. The Government Shall assign representatives to work with the Contractor and to guide the Contractor with respect to what subject material is to be processed to completion and what material is to be discarded after partial processing. The basic supplies and materiels including film, paper 3i and chemicals required in the processing of subject materials are to be furnished by the Government under another contract. The Contractor is to furnish hereunder all other necessary materials and supplies re- quired for the performance of the above operation and to maintain the processing plant in good repair. Detailed instruction by the Government Approved For Release 2001/08/01 : Cli-RDP81B00878R000700020068-4 Approved For Release 2001/08/01 : 1600878R000700020068-4 with respect to its requirements hereunder will be issued to the Contractor from time-to-time, as operations hereunder progress. PART II - PERFORMANCE OF SERVICES a. The extent and character of the work to be done by the Contractor under this Contract shall be subject to the general supervision, direction, control and approval of the Contracting Officer or his authorized representative, to whom the Contractor shall report and be responeible. In the event there should be any dispute with regard to the extent and character of the work to be performed, the matter shall be determined as provided in general Provision 8, -Disputes. b. The Contractor agrees to furnish sufficient personnel of the labor categories specified in Appendixe!4 I and II hereof, as well as supervisory and administrative personnel to assure successful prosecution of the work. O. All operations under the terms of this contract will be done in an efficient and workmanlike manner and by qualified personnel of the Contractor's organization who are thoroughly familiar with the type of work being performed. d. Services required by the Contractor and performed by the Contractor's personnel of the labor categories specified in. Appendixes I an II will be considered Direct Labor under this contract. PART III . FURNISHING OF MATERIALS Materials and supplies, other than those to be furnished by the Government, required for performance of the above operations and to 2 Approved For Release 2001/08/01 : CIA-RDP811300878R000700020068-4 Approved For Release 2001/08/01 to P81600878R0007000200684 maintain the processing plant in good repair shall be furnished by the Contractor. PART IV RELATED WORK AND SERVICES In addition to the serViCet-and supplies to be provided ebove, the Contractor will perform such other work and service, as may be requested by the Contracting Officer or his authorized representative and agreed to by the Contractor, which are necessary to ensure timely performance of the contract work. PART V CONSIDERATION AND PAIMENT a. There has been allotted for this contract the amount of $175,000 for the period from 1 October 1955 to 30 June 1956. The total amount payable to the. Contractor under this contract for that period obeli not exceed this amount without written authorization from the Contracting Officer. The Contractor is authorized to expend or obligate in futherance of its performance hereunder, an amount not to exceed 4500,000 during that portion of the extended contract period commencing 1 July 1956 and ending 31 December 1956. Additional :sums maybe authorized for expenditure hereunder from time to time during the term of this contract to meet the requirements of the Government. b. In accordance with the. Clause of this contract entitled "PAIMENTS", the Contractor Shall be paid as follows: (1) For work and services performed by the Contractor's personnel of the labor categories set forth in Appendixes I and II, the Contractor shall be paid the applicable hourly rites stated in the column entitled Approved For Release 2001/08/01 : CIADP81B00878R000700020068-4 Approved For Release 2001/08/C8E IRDP81600878R000700020068-4 "Contract Hourly Rate", in Appendixes I and II, for each Direct Labor hour of work or services actually performed hereunder by such personnel. The time of nonproductive personnel will not be included in direct labor, and the Contractor agrees that only direct labor of its personnel of the labor categories designated in Appendixes I and II, engaged in the work called for by this contract will be included in its billings hereunder. (2) For materials and supplies furnished by the Contractor under this contract the Contractor shall be reimbursed at actual cost plus an amount for General and Administrative expense determined by applying the appropriate percentage rate of G & A Expense shown in Appendixes I and II to the actual cost of such materials and supplies. Materials and supplies withdrawn from the Contractor's stock for use on this contract may be charged at prices determined by the Contractor's established method of pricing for its other business. No amount representing profit shall be added to the cost or price of supplies or materials furnished under this contract. (3) For related work and services performed hereunder by the Contractor, payment shall be made in accordance with Paragraph (d) of Clause 40 Payments, of the General Provisions. (c) It is hereby agreed that the "Contract Hourly Rates" as specified in Appendixes I and II are based on the average accounting rates used for Contractor's employees directly engaged in the performance of work under this contract and include all applicable overhead General and Administrative Expense and Profit. In the event overtime work is determined to be necessary for the performance of the work and is specifically authorized by the Contracting Officer or his authorized representative, it is understood and agreed that the premium portion of any such overtime pay Approved For Release 2001/08/01 : CIA-VP811300878R000700020068-4 Approved For Release 2001/08/01 : shall be charged accounting practices. PART VI REPRICING a. In view of the fact that the Contractor's overhead and general and administrative expense rates are revised from time to time based on cost studies performed every Kodak Calendar Year by the cognisant audit agency of the Department of Defense, the "Contract Hourly Rates" set forth in Appendixes I and II and the "General Administra, tive Expense Rate" referred to in PART V b. (2). above, and set forth in Appendixes I and II are also subject to revision, as follows: (1) The "Contract Hourly Rates" and the General and Administrative Expense Rite shall be fixed as shown in Appendix I for the period from the inception of this contract to 25 December 1955, and as shown in Appendix II from 25 December 1955 to 30 December 1956 and shall apply provisionally thereafter until new overheadand general and'administrer. tive expense rates have been negotiated between the Contractor and the cognizant audit agency for Kodak Calendar Year 1957. Based on these new overhead and general and administrative expense rates, new fixed "Contract Hourly Rates" and General and Administrative Expense Rate", for the same period of time, shall be negotiated for incorporation into this contract by an amendment hereto. (2) The "Contract Hourly Rates" may also be revised from time to time to reflect wage and salary, rate adjustments in any or all of the labor categories stated in Appendixes I and II which may result from any general plant wage and salary range adjustment established by the Contractor. 1600878R000700020068-4 in accordance with the Contractor's established Approved For Release 2001/08/01 : CIA-RDP811300878R000700020068-4 5 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 b. Any failure on the part of the parties hereto to agree to any such revisions shall be considered a dispute concerning 4 question of fact within the meaning of the article of this contract entitled 'Disputes." Pending settlement of such dispute, the Contractor Shill diligently proceed with the performance of the subject work hereunder. PART VII PERIOD OF PERFORMANCE This contract shall expire on 30 June 1957; however, the Government shall have the option of renewing this contract for the period 1 July 1957 to 30 June 1958? subject to the avialability of Fiscal Year 1958 funds for this purpose. PART VIII ANTICIPATORY COSTS All costs which have been incurred by the Contractor on or after 1 October 1955, in anticipation of and prior to the signing of this contract, and which, if incurred after the signing of this contract, would have been considered as allowable charges hereunder, will be accepted by the Contracting Officer under this contract. PART IX LETTER CONTRACT SUPERSEDED This is the Definitive Contract contemplated by the Letter contract accepted by the Contractor under date of 22 December 1955 and'Amendr. menta Nos. 1 and 2 thereto. This Definitive Contract supersedes said Letter Contract and Amendments Noe. 1 and 2. Work performed and payments made under said Letter Contract as amended dial be deemed to be work performed and payments made under this Definitive Contract. The data of the Letter Contract Shall govern for the determination of the priority status of the Definitive Contract. In the event of conflict be- AttliMeilkilOP14144432.&44010.taisgROPMETeetioRCeettettiOdee4enended this 6 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 Definitive Contract shall prevail. PART X SPECIAL SECURITY RESTRICTIONS The Contractor shall not reveal (i) the specific nature or any details of the work being performed hereunder or (ii) any information whatooever with respect to the department of the Government sponsoring this contract and the work thereunder except as the Contractor is directed to reveal such information by the Contracting Officer or by his duly authorized representative for security matters, and, notwithstanding any clause or section of this contract to the contrary, the Contractor shall not interpret any clause or section of this contract as requiring or permitting divulgence of such information to any person, public or private, or to any officer or department of the Government without the express consent of the Contracting Officer or his duly authorized rep- resentative for security matters. PART II arm OF REQUIREMENTS OF GENERAL PROVISIONS Notwithstanding the requirements Of any of the General Provisions of this contract to the contrary, whensoever the Contractor, in perform- ance of the work under this contract, shall find that the requirements of any of the clauses of the General Provisions are in conflict with security instructions issued to the Contractor by the Contracting Officer or by his duly authorized representative for security matters, the Con- tractor shall call the attention of the Contracting Officer to such conflict and the Contracting Officer or his duly authorized representa- tive for security matters shall (i) modify or rescind such security re- quirements or (ii) the Contracting Officer shall issue to the Contractor Approved For Release 2001/08/01 : CIA-RDF811300878R000700020068-4 Approved ForRelease2001/08/01:UA-RDP81600878RD00700020068-4 .renr?' awaiver of compliance with the requirements of the Oeneral Provisions conflicting with such security requirements. Any waiver of compliance with the General Provisions of this contract imsued:by the Contracting Officer shall be in writing, except that the approval by the Contracting Officer of any sdbcontract issued hereunder by the Contractor shall be deemed to constitute approval of waiver of any Clauses of the General Provisions in conflict with stipulations of such subcontract. Approved For Release 2001/08/01 : ?IA-RDP81B00878R000700020068-4 25X1A Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 Next 1 Page(s) In Document Exempt Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 Approved For Release 2001/08/01 : Cl 1B00878R000700020068-4 INDEX OF GENERAL PROVISIONS 1. -DEFINITIONS . . . . . . ....... . ? ? ? ? ??? ? ? 2. 'CHANGES 3. 'INSPECTION. ....... ? ? ? ? 0 0 0 /0 OOOOOOO 4. 'PAYMENTS. ? ? ? ? OOOOO 0 ? OOOOOOOOOOOO 5. ASSIGNMENT OF CLAIMS. . . . . . . . ? 0 ? ? OOOOO ? 6. ,RECORDS ? ? ? ? O ? ? 7. EXCUSABLE DELAYS ? ? ? ? O S. DISruTSS,? ?1 ? ? ? ? ? ? ? ? ?, ? ? ? ? 9. BUY AMERICIN ACT. O ? ? ? 6 ? ? ? ? ? OO O O O 10, CONVICT LABOR .2. ?.* ? ? . ? ? OOOOOO ? ? . ? 11. EIGHT-HOUR LAW Ur 1912, ? ? ? ? 40 40 0 0 0 40 ? OO O ? O 12. WALSH-HCAIEY PUBLIC CONTRACTS ACT OOOOOOO . ? ? ? 13. NONDISCRIKNATION IN EMPLOY/ENT . . . . .? ? ? . ? . 1 1 1 2 3 4 5 6 6 7 7 7 a 14.ornciALs NO: TO BENEFIT. ? ? ? ? ? ? ? ? ? 0 ? a 15. COVENANT AGAINST CONTINGENi iERS. ? ? ? ? ? O ? 8 16. REPORTING OF ROYALTIES. ? ? ? ? ? 0 0 OOOOO 0 ? 9 17, NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT . . 10 la. FILING OF PATENT APPLICATIONS . . . . OOOOO 0 0 0 0 11 19. COPYRIGHT u. 20. GRATUITIES. OO ? O ? ? ? 0 ? ? ? ? ? ? OOOOO ? 12 21. TERMINATION. . . . . . . . . . . . ....... . . 12 22, MILITARY SECGRITY REQUIREMENTS. ? ? ? ? ? ??? ? ? ? ? ? 16 23. GOVERNICNT-FURNISHED PROPZRTY .... . . .... , .17 24. EMPLOINENT OF ALIENS. . ? ? .... ? ? ? ..... . 21 25. SUBCONTRACTS. ? ? ... ? ? ? ? ? ? 6 ? ? . ? ? 0 ? 21 26. ALTERATIONS ... ? ? ? ? 22 Approved For Release 2001/08/01 : CIA-RDP81B00878R000700020068-4 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 A GENERAL PROVISIONS 1. DEFINITIONS As used throughout this contract, the following terns shall have the meanings set forth below: (a) The term "Secretary" means the Secretary, the Under Secretary, or any Assistant Secretary of the Department and the head or any assistant head of the executive agency; and the term "his duly authorized represen,. tative" means any person or persons or board (other than the Contracting Officer) authorized to act for the Secretary; and the term "Department" means that component of the Government having cognizance of this contract and represented by the Contracting Officer executing this contract. (b) The term "Contracting Officer" means 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 "sub- contracts" includes purchase orders Under this contract. 2. CHANGES The Contracting Officer may at any time, by a written order, within the general scope of this contract, and without notice to any sureties, make changes in (i) drawings, designs, or specifications, (ii) direct the addition of work or services, (iii) make changes in method of shipping or packing, and (iv) make changes in place of delivery. If such changes re- quire a change in the time of performance of the work called for hereunder, the contract shall be modified in writing accordingly. The hourly rate set forth in the schedule shall not be adjusted by reason of any change ordered under this clause. 3. INSPECTION (a) All material and workmanship shall be subject to inspection and test by representatives of the Government. For this purpose, the 005. tractor shall allows at all reasonable times, inspectors and other Govern. sent personnel free access to the plant and operations and shall furnish such facilities as may be required for the work. The Contractor shall inform the inspector when the work is ready for inspection. The Government representative shall have the right to (i) require the replacement of parts which are not in accordance with applicable specifications, and (ii) require the correction of defects. (b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the inspection of the supplies and services furnished under this contract. Records of all inspection work by Approved For Release 2001/08/01 : CIA-RDP81B00878R000700020068-4 ANT, v Approved For Release 2001/08/01 : MAD B00878R000700020068-4 the Contractor Shall be kept complete and available to the Government during the performance of the contract. (c) The Contractor agrees that it will employ only qualified and competent .employees in the performance of this contract and that the services performed will conform to the highest professional standards for the work involved. (d) Prior to final acceptance by the Government, any correction, of detects in supplies or services, or replacement of materials to make the item conform to contract requirements, which correction or replacement is made necessary by inferior workmanship or materials, shall be at no cost to the Government. (e) Final acceptance by the Government shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud. The Contractor shell, before or after final acceptance, remedy defects or failures due to such causes at no cost to the Government. 4. PAYMENTS The Contractor shall be paid as follows upon the submission of prop- erly certified invoices or vouchers approved by the Contracting Officers (a) Time Rate. (i) The amounts computed by applying the appropriate time rate or rates set forth in the schedule to the number of direct labor hours per- formed, Which rates shall include wages, overhead, general and adminp. istrative expense and profit. Fractional parts of an hour Shall be payable on a prorated basis. The Contractor will substantiate vouchers by-efrii. dence-of actual eetv-and by individual daily job timecardS, preferably signed by the workers performing the services. Payments will normally be made at Contractors payroll intervals, but may be varied by the Contracting Officer if conditions so warrant. (ii) Notwithstanding the provisions of subparagraph (i) hereof, the Contracting Officer, as provided in the schedule, shall withhold pay- ment of certain amounts due under this contract. Such amounts shall become payable upon completion of this contract. (iii) Unless provisions of the schedule hereof otherwise specify, the hourly rate or rates set forth in the schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. If the schedule provides rates for overtime, the premium portion of those rates will not be reimbursable unless the overtime in approved in writing by the Contracting Officer. (b) Materials (Including Subcontracts). (i) Allowable costs of direct materials shall be determined by the n %MVP& EMI 2116fflgierfl!Itil-MA TegideR06068626130.84 the Armed 2 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 Services Procurement Regulation. The Contractor Shall support all material costs claimed by submitting paid invoices or storeroom requisitions. (ii) The Cost of subcontracts which are authorised pursuant to the clause hereof entitled "Stboontracte shall be reimbursable costs hereunder, iitii'---The-Sontractorbtll the extent-of its abiI#yi procure. materials at the most advantageous prices available, with due regard;bo'-- securing prompt delivery of satisfactory materials, take all OsehAfid trade discounts, rebates, allowances, credits, salvage, C._ siodii, and bonificapp tions and when unable to take advantage of such ts it shall promptly notify the Contracting Officer to that ofbot4ad the reason therefor. Credit shall to given to the GoverwentMr cash and trade discounts, re- bates allowances, credits moIxage, the value of resulting scrap, when the amount of such scrap iscailfgficiable, commissions and bonifioations which have accrued tolfber1446fit of the Contractor or would have so accrued except for?,thefault or neglect of the Contractor. Such benefits lost thr fault or neglect on the part of the Contractor or lost through -Governadtti-ahall-not.btrdeducted,front'gross'coste.--- (c) As of the date of execution of this contract, there has been allotted for it the total eam set forth in the schedule. This sum may be increased from time to time by the Government solely at its discretion, and the comp. tract shall be amended accordingly. Notwithstanding any other provisions of this contract the Contractor shall not be obligated to perform any wry- ices, pursuant hereto, the aggregate price of which when added to the aggregate price of all services theretofore furnished pursuant hereto would exceed said sum. If at any time the Contractor considers it likely that the aggregate amount set forth in the schedule may be exceeded 'within 45 days, the Contractor will so notify the Contracting Officer and the parties may thereupon enter into negotiations for an amendment to or modification of this contract, as may be appropriate. Anything in this contract to the contrary notwithstanding, the Government shall not be obligated to pay to the Contractor any amount in excess of the sum allotted for this contract. (41) In addition to the foregoing, the Government obeli pay the Contractor upon approval by the Contracting Officer such other allowable costs, plus reasonable profit, as may to incurred from time to time in support of the Governmentts needs hereunder. 5. ASSIGNMENT OF CLAIMS (a) Pursuant to the provisions of the Assignment of Claims Act of 1940 as amended (11 U. S. Code 203, 41 U. S. Code 15), if this contract provides for payments aggregating $1,000 or more, claims for moneys due or to become due to the Contractor froulthe Government under this contract may be assigned to a bank, trust company, or other finanoing institution including any Federal lending agency, and May thereafter be further assigned and reassigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not already paid, Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 3 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party or agent or trustee for two or more parties participating in such financing. Notwithstanding any other provision of this contract, payment to an assignee of any moneys due or to become due under this contract shall not, to the extent provided in said Act as amended, be subject to reduction or set-off, (b) In no event shall copies of this contract or of any-plane, specifications, or other similar documents relating to work under this contract, if marked "TOP SECRET,' "SECRET,' "CONFIDENTIAL," be furnished to any assignee of any claim arising under this contract or to any other person not entitled to receive the same; PROVIDED, that a copy or any part or all of this contract so marked may be furnished, or any informer. tion contained therein may be disclosed to such assignee upon the prior written authorization of the Contracting Officer. (c) The Contractor -shall obtain the written authorization of the Contracting Officer prior to the assignment of any rights under this contract. 6? RECORpS (a) (1) The Contractor agrees to maintain books, records, documents and other evidence pertaining to the costs and expenses of this contract (hereinafter collectively called the "records") to the extent and in such detail as will properly reflect all net costs, direct and indirect, of labor, materials, equipment, supplies and services, and other costs and expenses of whatever nature for which reimbursement is clalimmit under the provisions of this contract. The Contractorls accounting procedures and practices shall be subject to the approval of the Contracting Officer; provided, however, that no material change will be required to be made in the Contractor's accounting procedures and practices if they conform, to generally accepted accounting practices and if the costs properly applic- able to this contract are readily ascertainable therefrom, (2) The Contractor agrees to make available at the office of the Contractor at all reasonable times during the period set forth in glib- paragraph (A) below any of the records for inspection, audit or repro- duction by an authorized representative of the Department. (3) In the event the Contracting Officer or any of hie duly authorized representatives determines that his audit of the amounts re- imbursed under this contract as transportation charges will be made at a V/ place other than the office of the Contractor the Contractor agrees to deliver, with the reimbursement voucher covering such charges, or as may be otherwise specified within two years after reimbursement of charges covered by any such voucher, to ouch representative as may be designated for that purpose through the Contracting Officer such documentary evi- dence in support of transportation coots as may be required by the Con- tracting Officer or any of his duly authorized representatives. Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 4 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 (4) Except for documentary evidence delivered to the Government pursuant to subparagraph (3) above, the Contractor shall preserve and make available its records for a period of six years (unless a longer period of time is provided by applicable statute) from the date of the voucher or invoice sdbmitted by the Contractor after the completion of the work under the contract and designated by the Contractor as the "completion voucher" or "completion invoice" or, in the event. this con- tract has been completely terminated, from the date of the termination settlement agreement; provided, however, that records which relate to (A) appeals under the clause of this contract entitled "Disputes," (B) litigation or the settlement of claims arising out of the performance of this contract, or (0) costs or expenses of the contract an to which ex- ception has been taken by the Contracting Officer or any of his duly authorized representatives, shall be retained by the Contractor until such appeals, litigation, claims, or exceptions have been disposed of, but in no event for less than the six-year period mentioned above. (5) Except for documentary evidence delivered pursuant to sub- paragraph (3) above, and the records described in the provisio of subpara- graph .(4) above, the Contractor may in fulfillment of its obligation to retain its records as required by this clause substitute photographs, microphotographs or other authentic reproductions of such records, after the expiration of two years following the last day of the month of reim- bursement to the Contractor of the invoice or voucher to which such re- cords relate, unless a shorter period is authorized by the Contracting Officer with the concurrence of the Comptroller of the Contracting Govern- ment Agency or his authorized representatives. (6) The provisions of this paragraph (a), including this ea- paragraph (6), shall be applicable to and included in each subcontract here- under which is on a cost, cost-plus-amfixed-fee, time-and-material or labor-hour basis. (b) The Contractor further agrees to include in each of his sub- contracts hereunder, other than those set forth in subparagraph (a)(6) above, a provision to the effect that the subcontractor agrees that the Contracting Officer or any of his duly authorized representatives, shall, until the expiration of three years after final payment under the sub- contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor involving transactions related to the subcontract. The term "subcontract," as used in this paragraph (b) only, excludes (i) purchase orders not exceeding $1,000 and subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. 7. EXCUSABLE DELAYS The Contractor obeli not be in default by reason of any failure in per- formance of this contract in accordance with its terms (including any failure by the Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of causes beyond the control and without the fault or negligence of the Approved For Release 2001/08/01 : CIA-RDP811300878R000700020068-4 2 f,razIor Approved For Release 2001/08/ 49tAtoRDP81B00878R000700020068-4 Contractor. Such causes include, but are not restricted to: acts of God or of the public enemy; acts of the Government; fires. floods; epidemics; quarantine restrictions; strikes; freight embargoes; unusually severe weather; and failure of subcontractors to perform or make progress due to such causes unless the Contracting Officer shall have determined that the supplies or services to be furnished under the subcontract were obtainable from other sources and shall have ordered the Contractor in writing to procure such services or supplies from such other iourcesp and the Contractor shall have failed reasonably to comply with such order. Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of such failure and, if he shall determine that such failure was occasioned by any one or more of the said causes, the delivery schedule shall be revised accordingly, subject to the rights of the Govern- ment under the clause hereof entitled "Termination." 8. DISPUTES 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. Within thirty (30) days from the date of receipt' of such copy, the Contractor may appeal by mailing or otherwise furnishing to the Gon- treating Officer a written appeal addressed to the Secretary, and the decision of the Secretary or his duly authorised representative for the hearing of such appeals shall, 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, be final and conclusive; PROVIDED, that, if no such appeal is taken, the decision of the Contracting Officer Shell be final and conclusive. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision. 9. BUT AMERICAN ACT The Contractor agrees that there will be deltmedtmdsr.this contract only such =manufactured articles, materials and supplies (wcida term "articles, materials and supplies" is hereinafter referred to in this clause as "supplies") as have been mined or produced in the United States, and only such manufactured supplies as have been manufactured in the United States substantially all from supplies mined, produced or manufactured, as the case may be, in the United States. Pursuant to the Buy American Act (41 U. S. Code 102-4), the foregoing provision shall not apply (i) mith respect to supplies excepted by the Secretary from the application of that Act, (ii) with respect to supplies for use outside the United States, or (iii) with respect to the supplies to be delivered under this contract Approved ForRelease2001/08/01:UA-ROP01600878R9M00020068-4 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 which are of a class or kind determined by the Secretary or his duly authorized representative not to be mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality, or (iv) With respect to such supplies from which the supplies to delivered under this Contract are manufactured, as are of a class or kind, determined by the Secretary or his duly authorized representative not to be mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality: PROVIDED, that this exception (iv) shall not permit delivery of supplies manufactured outside the United States if such supplies are manufactured in the United States in :reticent and reasonably available commercial quan. tities and of a satisfactory quality, 10. CONVICT LABOR In connection with the performance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor, 11. EIGHT-HOUR LAW OF 1912 This contract, to the extent that it is of a character specified in the Eight-Hour Law of 1912 as amended (40 U. S. Cods 324.326) and is not Covered by the Walsh.-.Healey Public Contracts Act (41 U. S. Code 3545) is subject to the following provisions and embeptions of said Eight. Hour Law of 1912 as amended, and to all other provisions and exceptions of said Law: No laborer or mechanic: doing any part of the work contemplated by this contract, in the employ of the Contractor shall be required or permitted to work more than eight hours in any one calendar day upon such work, except upon the condition that compensation is paid to such laborer or mechanic in accordance with the provisions of this claim. The wages of every such laborer and mechanic employed by the Contractor: shall be computed on a basic day rate of eight hours per day; and work in excess of eight hours per day is permitted only upon the condition that every such laborer and mechanic shall be compensated for all hours worked in excess of eight hours per day at not less than one-and.one-half times the basic rate of pay. For each violation of the requirements of this clause a penalty of five dollars shall be imposed upon the Contractor for each such laborer or meohanio for every calendar day in which such employee is required or permitted to labor more than eight hours upon said work without receiving compensation computed in accordance with this clause; and all penalties thus imposed shall be withheld for the use and benefit of the Government 12, WALSH-HEALEY PUBLIC CONTRACTS ACT If this contract is for the manufacture or furnishing of materials, supplies articles or equipment in an amount which exceeds or may exceed 101040SaillorittiotherAdietiOSIMestUABU:ShaaliEUEMINOWOBeleBe-contracts Act 7 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 EPZET as amended (41 U. S. Code 3545), there are hereby incorporated by reference all representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representations and stipulations being subject to all applicable rulings and interpretations of the Secretary of Labor which are now or may hereafter be in effect, except that the Contractor shall not be required to include this clause in sub- contracts issued hereunder when the inclusion of this clause in a subcontract would jeopardize or conflict with the security considerations established in connection with this contract. 13, NONDISCRINXNATION INEMPLOINENT (a) In connection with the performance of work under this contract, the Contractor agrees not to diacriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compen- sation; and selection for training, including apprenticeship, The Contra?. tor agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of the nondiscrimination clause. (b) The Contractor further agrees to insert the foregoing provision in subcontracts issued hereunder, except subcontracts for standard commercial supplies or raw materials, and except as insertion of the fore- going provision in a subcontract would jeopardize or conflict with the security considerations established in connection with this contract. 24. OFFICIALS NOT TO BENEFIT No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision ehall not be construed to extend to this contract if nada with a corporation for it:: general benefit. 15, COVEN= AGAINST CONTINGENT FEES 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 commission, percentage, brokerage, or 'contingent fee excepting bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose. of securing business. For breach or violation of this warranty the Government shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission'percentage, brokerage or contingent fee. Approved For Release 2001/08/01 : CIA-VP811300878R000700020068-4 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 1En---11tPORTING-CIP- ROYALTIES The provisions of this clause shall be applicable only if the amount of the contract is in excess of $10,000. (a) The Contractor ;shall report in writing (in quadruplicate) to ,the Contracting Officer as soon as practicable after execution of this contract whether or not any royalties in excess of $250 have been paid or are to be paid by the Contractor directly to any person or firm in connection with the performance of this contract. If royalties in excess of $2C have been paid or are to be paid to any person or firm, the report shall,:include the following items of information with respect to such royaltiek(including the initial $250): (1) The name and address of each licensor to v,viam royalties in excess of $40 have been paid or are to be paid, (2) The patent numbers, patent applicationSerial numbers (with filing dates), or other identification of the bas3fifor such royalties, (3) The manner of computing the royal* es consisting of (i) a brief identification of each royalty-bearing it or process, (ii) the total amount of royalties, and (iii) the percent l' rate or dollars and cents cams; PROVIDED that if the ts or dollars and cents value, oh the Contractor computes the amount of royalties on each such unit or royalties cannot be computed in terms of then other data showing the manner in royalties. (6) In lieu of furnishing a rpport under paragraph (a), the Contractor may furnish a single, coneolidat report for each accounting period of the Contractor during which the Con actor has contracts with the Government, provided the Contractor has r sted and obtained the prior written approval of the Contracting icor. Such consolidated report shall be furnished, when the furni g thereof has been approved, in the number of copies as approved, as so as practicable after the close of. the accounting period cover by the report. Such consolidated report shall be made in accordance th Contractor's established accounting practice and Shall include* for the accounting period, the total amount of royalties accruing V) each licensor at a rate in excess of $1,000 per Ctor's over-all business, together with (i) the name h such licensor, (ii) the patent numbers patent appli- rs (with filing dates), or other identification of the royalties, (iii) a brief description of the subject matter e under which royalties are charged, (iv) the percentage rate t, of if the royalties do not accrue by rate or unit amount, data Showing the manner by which the royalties accrue to * and (r) an estimate or approximation (without detailed accounting) portion of such royalties that may be attributable to Governmentacts. The Contractor shall, if requested by the Government, furnish mamma* expense a more detailed allocation of such royalty payments III annum= the Cont and address of e cation serial basis for of the lice or unit such oth licen oft con at MI - Og ?k :111 ? VII Approved ForRelease2001/08/01:UA-RDP8113008WWW00020068-4 9 1:101 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 :(tr)-13r-ttoreirintrtttttVtrilreattttitttrili4tteWtirififittot 'to'",''' furnish consolidated reports under paragraph (b) above, the COntraotl4t- Officer ahall promptly consider the regnant and furnish to the ContreCtor a letter stating whether or not the request is approved and, notOthstanding any such approval, the Contracting Officer shall have the rightAo question any such sanegnently furnished report as to accuracy or c eteness of data and to ask for additional information. The Contract hall furnish a copy of such letter of approval to the Contracting 04 car idministering this contract.. the amount of this payment shall be with,. t (10%) of such amount or been set aside, such reserve or the Contractor obeli have furnished called for by paragraph (a) hereof or e Contractor's request to furnish the that no amount shall continue to be causes specified in this paragraph (I) if find that the Contractor has not been uired by paragraph (c) within a reasonable time quest to suit a single, consolidated report under agraph (b) of this clause; and PROVIDED FURTHER that floor may, in his discretion, order payment to be with,. t and manner above provided if the report celled for by. in due but has not been received, or if received, is found isfaotory. No amount ehall be withheld under this. paragraph when amount specified by this paragraph is being withheld under provisions of this contract. The withholding of any amount or subsequent t thereof to the Contractor shall not be construed as a waiver of any tddValdirtirtherTRArelftdrilftftrlatUrtottftet4' (d) After payment of eighty percent (SO%) contract as from time to time amended, furt held until a reserve of either (i) ten per (ii) $5,000, whichever is less, shall the balance thereof to be retained un to the Contracting Officer the repo the copy of the letter approving report under paragraph (b); withheld from payment for t the Contracting Officer furnished a letter as after making written the provisions of the Contracting held in the paragraph to be the ot 17. NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT The provisions of this clause shall be applicable only if the amount of this contract is in excess of 0,000. (a) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of patent infringement based on the performance of this contract of which the Contractor has knowledge. (b) In the event of litigation against the Government on account of any claim of patent infringement arising out of the performance of this contract or out of the use of any supplies furnished or work or services performed hereunder, the Contractor shall furnish to the Government, upon regnant, all evidence and information in possession of the Contractor pertaining to such litigation. Such evidence and information shall be furnished at the expense of the Government except in thostcases in which the ell" attaterdplie aigiffieSttii kirik$4460Paigefraaegfe* 10 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 18. FILING OF PATENT APPLICATIONS (a) Before filing or causing to be filed a patent application disclosing any subject natter of this contract which subject matter is classified "Secret or higher, the Contractor :hall, citing the thirty (30) day pro- vision below, transmit the proposed application to the Contracting Officer for determination whether, for reasons of national security, .such applioa- tion should be placed under an order of secrecy or sealed in accordance with the provisions of 35 H. B. Code 181-188 or the issuance of a patent should be otherwise delayed under pertinent statutes or regulations; and the Contractor shall observe any instructions of the Contracting Officer with respect to the manner of delivery of the patent application to the U. S. Patent Office for filing but the Contractor shall not be denied the right to file such patent application. If the Contracting Officer shall not have given any 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 disclosing any subject matter of this contract, which subject matter is classified Confidential," a copy of such appli- cation for determination whether, for reasons of national security, such application should be placed under an order of secrecy or the issuance of a patent should be otherwise delayed under pertinent statutes or regular. tions. (c) In filing any patent application coming within the scope of this clause, the Contractor shall observe all applicable security regulations covering the transmission of Classified subject matter. 19. COPYRIGHT (a) 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, (i) a royaIty-free? nonexclusive and irrevocable license to reproduce, translate, publish, use, and dispose of, and to authorize others so to do, all copyrightable material first produced or composed and delivered to the Government under this contract by the Contractor, its employees or any individual or concern specifically employed or assigned to originate and prepare such material; and (ii) a license as aforesaid under any and all copyrighted or copyrightable work not first produced or composed by the Contractor in the performance of this contract but which is incorporated in the material furnithed under this contracts provided that such license shall be only to the extent the contractor now has, or prior to completion or final settlement of the contract may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant. (b) The Contractor agrees that it will exert all reasonable effort to advise the Contracting Officer, at the time of delivering any copyrightable or copyrighted work furnished under this contract, of any adversely held i!lidIrkgP ilgAb1674)15010001 work and of * 118r9N%..4, salon om ? privacy therein contained. Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 (c) The Contractor agrees to report to the Contracting Qfficert promptly and in reasonable written detail, any notice or claim of copy- right infringement received by the Contractor with respect to any notarial delivered under this contract, 20, GRATUITIES (a) The Government may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract if it is found, after notice and hearing, by the Secretary or his duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the Government with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performance of such contract; PROVIDED, that the existence of the facts on which the Secretary 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 porous the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor, and (ii) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary or his duly authorized representative) which shall be not loss than three nor more than ten times the costs immunma by the Contractor in providing any such gratuitites to any such officer or employee. (o) The rights and remedies of the Government provided in this clause Isbell not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 21, TERMINATION (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, (1) whenever the Contractor shall default in performance of this contract in accordance with its terms (including in the term default any such failure by the Contractor to make progress in the prosecution of the work hereunder as endangers such performance), and shall fail to cure such default within a period of 10 days (or such longer period as the Con- treating Officer may allow) after receipt from the Contracting Officer of a notice specifying the default, or (2) whenever for any reason the Contract- ing Officer Shall determine that such termination is in the best interests of the Government. Any such termination ahall be effected by delivery to the Contractor of a Notice of Termination specifying whether termination is for the default of the Contractor or for the convenience of the Govern- ment, the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. If, after Notice of Termination of the contract for default under (1) above, it is 400034ifielloisirsteiribe DitextsmettrtitAtUa8t34680036021002096Aate progress 12 ,Ipft..11rt, 0,40, Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 in performance is due to causes beyond the control and without the fault or negligence of the Contractor purauant to the provisions of the clause of this contract entitled "Excusable Delays," the Notice of Termination shall be deemed to have been issued under (2) above, and the rights and obligations of the parties hereto shall in such event be governed accord- ingly. ? (b) After receipt of a Notice of Termination and except as otherwise directed by the Contracting Officer, the Contractor shall a) stop work under the contract on the date and to the extent specified in the Notice of Termination; (2) place no further orders or adbcontracts for materials, services, or facilities except as may he necessary for completion of such portion of the work under the contract as is not terminated; (3) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) assign to the Govern, meat in the &tanner and to the extent directed by the Contracting Officer all of the right, title, and interest of the Contractor under the orders or subcontracts so terminated; (5) with the approval or ratification of the Contracting Officer, which approval or ratification shall be final and con- clusive for all the purposes of this clause, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, the cost of which would be reimbursable, in whole or in part, in accord, ance with the provisions of this contract; (6) transfer title (to the extent that title has not already been transferred) and, in the manner, to the extent, and at the times directed by the Contracting Officer, deliver to the Government (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in respect of the performance of, the work terminated by. the Notice of Termination; (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would be required to be furnished to the Government; and (iii) the jigs, dies, fixtures, and other special tools and tooling acquired or manufactured for the performance of this contract for the mat of which the Contractor has been or will be reimbursed under this contract; (7) use its best efforts to sell in the manner, at the times, to the extent, and at the price or prices directed or authorised by the Contracting Officer, any property of the types referred to in provision (6) of this paragraph: PROVIDED, HOWEVER, That the Contractor (i) shall not be required to extend credit to any purchaser, and (Li) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contract- ing 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 ahall otherwise be credited to the price or cost of work covered by this contract or paid in such manner as the Contracting Officer may direct; (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary, or as the Con, tracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest. The Contractor shall proceed immediately with the performance of the above obligations notwithstonding any delay in determining or adjusting any amount reimbursable Approved For Release 2001/08/01 : CIA-RDP81B00878R000700020068-4 13 Approved For Release 2001/08/01 : CIA-RDP81-B00878R000700020068-4 under the provisions of this clause. At any time after expiration of the plant clearance period, as defined in Section VIII Armed Services Procure- ment Regulation, as it may be amended from time to time, the Contractor may submit to the Contracting Officer a list certified as to quantity and quality, of any or all items of termination Inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorised 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 OM 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 lint as submitted shall be made prior to final settlement. (c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer its termination claim, in the form and with the certification prescribed by the Contracting Officer, Such Claim shall be submitted promptly but in no event later than 2 years from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing within such 2-year period or authorized extension thereof. However, if the Contracting Officer determines that the facto justify such action, he may receive and act upon any such termination claim at any time after such 2-year period or any extension thereof. Upon failure of the Contractor to submit its termination claim with the time allowed, the Contracting Officer may determine, on the basis of information available to him4 the amount if any due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. (d) Subject to the provisions of paragraph (c), the Contractor and the Contracting Officer may agree upon the whole or any part of the amount ;ww 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 a reasonable allowance for profit on work done. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. (e) In the event of the failure of the Contractor and the Contracting Officio to agree in whole or in part, as provided in paragraph (d) above, as to the amounts to be paid to the Contractor in connection with the termination of work pursuant to this clause the Contracting Officer shall determine on the basis of information available to him the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amount determined as follows: (1) If the termination of the contract is for the convenience of the Government: (i) There shall be included for direct labor hours (es defined in the Schedule of the contract) an amount which shall be determined by multiplying the number of direct labor hours expended prior and up to Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 14 4,4 6111` Approved For Release 2001/08/01 : CIA-RDR81B00878R000700020068-4 the effective date of termination by the hourly rate or rates set forth in the Schedule less any hourly rate paymenta theretofore made to the Contractor. (ii) There shall be included therein all costs of material reimbursable in accordance with this contract, not previously paid to the Contractor for the performance of this contract prior to the effective date of the Notice of Termination. (iii) There shall be included therein the reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting date with respect to the terminated portion of the contract and for the termination and settlement of subcontracts thereunder, together with rea- sonable storage, transportation, and other costs incurred in connection with the protection or disposition of termination inventory. (2) If the Termination of the contract is for the default of the Contractors . (i) There shall be included for all direct labor hours (as defined in the Schedule of the contract) an amount which shall be determined by multiplying the number of direct labor hours expended prior and up to the effective date of termination by the hourly rate or rates set forth in the Schedule less the profit factor contained therein as indicated in the Schedule and less any hourly rate payments theretofore made. (ii) There shall be included therein such costs as are set forth in subparagraphs CL) (ii) and (iii) of this paragraph (Os PROVIDED, HOWEVER, That there shall not be included any amounts for the preparation of the ContractOrts Settlement Proposal. (3) If the amount determined under subparagraphs (1) and (2), above, is less than the total payments theretofore made to the Contractor, Am, the Contractor shall repay the excess amount to the Government. (E) 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 its claim within the time provided in paragraph (c) above, and has failed to request extension of Such time, it shall have no such right of appeal. In any case where the Contracting Officer has made a determination of the amount due under paragraph (c) or (e) above, the Government shall pay to the Contractor the followings (i) if there is no right of appeal hereunder or if no timely appeal has been taken, the amount so determined by the Contracting Officer, or (ii) if an appeal has been taken, the amount finally determined on such appeal. (g) In arriving at the amount due to the Contractor under this clause there shall be deducted (1) all unliquidated advance or other unliquidated payments theretofore made to the Contractor, (2) any claim which the Government may have against the Contractor in connection with this contract, and (3) the agreed price for, or the proceeds, of sale of any materials, Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 15 PrP7' Approved For Release 2001/08/01 : CIA- DP81600878R000700020068-4 supplies, or other things acquired by the Contractor or sold pursuant to the provisions of this clause and net otherwise recovered by or credited to the Government. (h) In the event of a partial termination, the portion of the contract relating to hourly rates which are payable with respect to the work under the continued portion of the contract shall be equitably adjusted by agree.. ment between the Contractor and the Contracting Officer, and such adjust? ment shall be evidenced by an amendment to this contract. (i) The Government may from, time to time, under such terms and con? ditions as it may prescribe, maks partial payments and payments on account against costs incurred by the Contractor in connection with the terminated portion of the contract whenever in the opinion of the Contracting Officer the aggregate of such payments shall be within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess of the amount finally determined to be due under this clause, such excess shall be payable by the 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 is repaid to the Government; PROVIDED, HOWEVER, That no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's Claim by reason of retention or other disposition of termination inventory until 10 days after the date of such retention or disposition. (j) Unless otherwise provided for in this contract, or by applicable statute, the Contractor from, the effective date of termination and for a period of 6 years after final settlement under this contract shall preserve and make available to the Government at all reasonable times at the office of the Contractor, but without direct charge to the Government, all its books, recorder documents, and other evidence bearing on the .cost and expenses of the Contractor under this contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer, photographs, microphotographs, or other authentic reproductions thereof. 22. MILITARY SECURITY REQUIREMENTS (a) The provisions of this clause shall apply to the extent that this contract involved access to security information classified "Top Secret," "Secret," or "Confidential." (b) The Government shall notify the Contractor of the security classification of this contract and the elements thereof, and of any subsequent revisions in such security classification. (c) To the extent the Government has indicated as of the date of this contract, or thereafter indicates, security classification under this contract as provided in paragraph (b) above, the Contractor shall safeguard all classified elements of this contract and shall provide and maintain a system of security controls within its awn organization in accordance with the requirements of (i) the Department of Defense Industrial Security Manual for Safeguarding Classified Security sprormation as in effect on figivrcatitake FiArbnolif MaitERIUS MiNiPaPag?80 reference 16 Approved For Release 2001/08/01 : CIA-RDP811300878R000700020068-4 and made a part of this contract (ii) any amendments to said Manual required by the demands of national security as determined by the Government and Made after the date of this contract, notice of which has been furnished to the Contractor by the Contracting Officer, and (iii) those provisions of written agreements entered into by the parties pertaining to the adaptation of the Manual to the Contractor's business. (d) Designated representatives of the Government responsible for inspection pertaining to industrial security shall have the right to inspect at reasonable intervals the procedures, methods, and facilities utilized by the Contractor in complying with the requirements of the terms and conditions of this clam. Should the Government, through its authorized representative, determine that the Contractor has not complied with such requirementa, the Government shall inform the Contractor in writing of the proper actions to be taken in order to effect compliance with such requirements. (e) If, subsequent to the date of this contract, the security classifications or requirements under this contract are changed by the Government as provided in this clause and the security costs under this contract are thereby increased or decreased, the contract price shall be subject to an equitable adjustment by reason of such increased or decreased costs. Any equitable adjustment shall be accomplished in the same manner as if such. changes were directed under the clause in this contract entitled "Changes. (f) The Contractor agrees to insert, in all subcontracts hereunder Which involve access to classified security information, provisions 'which shall conform substantially to the language of this clause, including this paragraph (f) but excluding the last sentence of paragraph (e) of this clause, -(g) The Contractor also agrees that it shall determine that any subcontractor proposed by it for the furnishing of supplies and services which will involve access to classified security information in the Contractorta custody has been granted an appropriate facility security clearance?.which is still in effect, prior to being accorded access to such classified security information. 23. GOVERNMENZZURNISHED PROPERTY (a) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property which the schedule, appendix, or the specifications state the Government will furnish (hereinafter referred to as "Government-Furnished property"). The delivery or performance dates for the supplies or services to be furnis13d by the Contractor under this contract are based upon the expectation that Government-Furnished property of a type suitable for use will be delivered to the Contractor at the times stated in the schedule or if not so stated in sufficient time to enable the Contractor to meet such delivery or performance dates. In the event that Government-Furnished property is not delivered to the Contractor by such time or times, the Contracting Officer Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 17 Approved For Release 2001/08/01 : CIA-RDP81B00878R000700020068-4 shall, if requested by the Contractor, make a determination of the delay occasioned the Contractor thereby, and shall grant to the Contractor a reasonable extension of time in respect of such delivery or performance dates. The Government shall not be liable to the Contractor for damages or loss of profit by reason of any delay in delivery of or failure to deliver any or all of the Government-Furnished property* except that in case of such delay or failure, upon the written request of the Contractor, an equitable adjustment shall be made in the delivery or performance dates, or price, or both, or in any other contractual provision affected thereby, in accordance with the procedures provided for in the clause of the contract entitled "Changes." (b) By notice in writing the Contracting Officer may decrease the property furnished or to be furnished by the Government under this contract. In any such case, upon the written request of the Contractor, an equitable adjustment shall be made in the delivery or performance dates, or price* or both, and in any other contractual provision affeCted by such decrease, in accordance with the procedures provided for in the clause .of this contract entitled "Changes." (c) Title to the Government-Furnished property shall remain in the Government. Title to Government-Furnished property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such GovernmentZurnished property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty. (d) The Government-Furnished property shall, unless otherwise provided herein, be used only for the performance of this contract. (e) The Contractor shall maintain and administer, in accordance with sound industrial practice, a program for the maintenance, repair, protection and preservation of Government4urnished property, until disposed of by the Contractor in accordance with this clause. In the event that damaged or defective GovernmntZurnished property is delivered to the Contractor, or any other damage occurs to Government-Furnished property, the risk of which has been assumed by the Government under this contract, the Govern- ment shall replace such items or the Contractor than make such repair of the property as the Government directs; PROVIDED, HOWEVER, That if the Contractor cannot effect such repair within the time required, the Contractor may reject such property. The contract price includes no compensation to the Contractor for the performance or any repair or re- placement for which the Government is responsible, and an equitable adjustment will be made in the contract price for any such repair or replacement of Government-Furnished property made at the direction of the Government. Any repair or replacement for which the Contractor is respon- sible under the provisions of this contract shall be accomplished by the Contractor at its own expense. (r) (i) Except for loss, destruction or damage resulting from a failure of the Contractor due to willful nisoonduct or lack of good faith pfany of the Contractor's managerial personnel as defined herein, to rintaita erri rri ab PFNVItiff; ETANOSIN8280012iPx", protection pprove or e ease Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 and preservation of the Government-Furnished property, as required by paragraph (e) hereof* and except as specifically provided in this contract, the Contractor shall not be liable for loss or destruction of or damage to the Government-Furnished property (A) caused by any peril while the property is in transit off the Contractor's premises* or (B) calmed 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: (I) Fire; lightning; windstorm; cyclone; tornado; hail; explosion; riot, riot attending a strike, civil ? commotion; vandalixm and malicious mischief; sabotage; aircraft or object falling therefrom; vehicles running on land or tracks, exoluding vehicles owned or operated by the Contractor or any agent or employee of the Con,. tractor; smoke; sprinkler leakage; earthquake or volcanic eruption; flood, meaning thereby rising of a body of water; hostile or warlike action, including action in hindering* combating, or defending against an actual, impending or expected attack by any government or sovereign power Cie jure or de facto), or by any authority using military, naval, or air forces, or by an agent of any such govara- =mt.* power, authority, or forces; or (II) 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 prevailing practice in the industry in which the Contractor is en.-. gaged With respect to similar property in the same general locale. The perils as set forth in (A) and (B) above are hereinafter called "excepted perils." The term "Contractor's managerial personnel" as used herein means the Contractor's directors, officers and any of its managers, superinm. tendents, or other equivalent representatives who have supervision or direction of (I) all or substantially all of the Contractor's business; (II) all or substantially all of the Contractor's operation at any one plant or separate location at which the contract is being performed; (III) a separate and complete major industrial operation in connection with the performance of this contract. (ii) The Contractor represents that it is not including in the price hereunder, and agrees that it will not hereafter include in any price to the Government, any charge or reserve for insurance (in- cluding self-insurance funds or reserves covering loos or destruction of or damage to the Government-Furnished property caused by any excepted peril). Approved For Release 2001/08/01 : CIA-RDg1B00878R000700020068-4 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 (iii) Upon the hapening of loss or destruction of or damage to any Government-Furnished property caused by an excepted peril, the Contractor shall notify the Contracting Officer thereof, and shall communi- cate 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 GovernmentFurnished property from further damage, separate the damaged and undamaged Government-Furnished property in the best possible order, and furnish to the Contracting Officer a statement of: (L) the loot, destroyed and damaged Government-Furnished property, (B) the time and origin of the loss, destruction or damage (C) all known interests in commingled property of which the Government-Fewnished property is a part, and (D) the insurance, if any, covering any part of or interest in such commingled property. The Contractor shall be reimbursed for the expenditures made by it in performing its obligations under this subparagraph (iii) (including charges made to the Contractor by the Loss and Salvage Organization, except any of such charges the payment of which the Government has, at its option, assumed directly), to the extent approved by the Contracting Officer and set forth in a Supplemental Agreement. (iv) With the approval of the Contracting Officer after loss or destruction of or damage to Government.Xurnished property, and subject to such conditions and limitations as may be imposed by the Contracting Offioer, the Contractor mey, in order to minimize the loss to the Government or in order to permit resumption of business or the like* Dell for the account of the Government any item of Government-Furnished property which has been damaged beyond practicable repair, or which is so commingled or combined with property of others, including the Contractor, that separation is impracticable. (v) Except to the extent of any loss or destruction of or damage to GovernmentFunished 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-Furnished property in accordance with the provisions of this contract, the Government-Furnished property (other than property permitted to be sold) shall be returned to the Government in as good condition as when received by the Contractor in connection with this contract, or as repaired under paragraph (e) above. (vi) In the event the Contractor is reimbursed or compensated for any loss or destruction of or damage to the Government-Furnished property, caused by an excepted peril, it shall equitably reimburse the Government. The Contractor ahall do nothing to prejudice the Govern.. ment's rights to recover against third parties for any such loss, destruc- tion or damage and, upon the request of the Contracting Officer, shall at the Government's expense, furnish to the Government all reasonable assis- tance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 20 Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 (g) The Contracting Officer or his duly authorized representative shall at all reasonable times have access to the premises wherein any Government-Furnished property is located* (ii) Upon the completion of this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contrasting Officer, inventory schedules covering all items of Government-Furnished property not consumed in the performance of this contrast (inolviding any resulting scrap), or not theretofore delivered to the Government, and shall deliver or make such other disposal of such Government-Furnished property, as may be directed or authorized by the Contracting Officer. Recoverable scrap from Government-Furnished Property ehall be reported in accordance with a procedure and in such form as the Contracting Officer may direct. The net proceeds of any such disposal shall be credited to the contract price or shall be paid in such other manner as the Contracting Officer may direct. (i) Directions of the Contracting Officer and communications of the Contractor issued pursuant to this clause shall be in writing* 24, EMPLODENT OF ALIENS If this contrast calls for furnishing or constructing aircraft, aircraft parts, or aeronautical accessories, no aliens employed by the Contractor Shall be permitted to have access to the plane or specifications, or the work wider construction, or to participate in the contract trials, without the written consent beforehand of the Secretary or his duly authorized representative. 25. SUBCONTRACTS (a) No contracts shall be made by the Contractor for the furnishing of any of the work herein contracted for without the written approval Of the Contracting Officer. For the purposes of this clause, purchase of raw material or commercial stock items shall not be considered work* (b) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-percentage-of-cost basis. Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 21 SECRFT ,orPir Approved For Release 2001/08/01 : CIA-RDP81600878R000700020068-4 ALTERATIONS IN CONTRACT The fallowing alterations have been made in the provisions of this contract: In General Provisions 4 PAYMENTS, Paragraph (a) (i) the phrase "by evidence of actual payment and" was deleted from the third sentence. In General Provisions 4 PAYMENTS, Paragraph (b) (iii) was deleted and the following Paragraph (b) (iii) was substituted therefor: (iii) The Contractor shall, to the extent of its ability, procure materials at the most advantageous prices available, with due regard to securing prompt delivery of satisfactory materials, take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and bonifications. Credit shall be given to the Government for cash and trade discounts, rebates, allowances, credits, salvage, the value of resulting scrap, when the amount of such scrap is appreciable, commissions and bonifications which have accrued to the benefit of the Contractor or would have so accrued except for the fault or negligence of the Contractor. This shall be done in accordance with the Contractors regular accounting procedures for such credits. General Provisions 16. REPORTING OF ROYALTIES, was deleted. Approved For Release 2001/08/01 : Cl ,81600878R000700020068-4