NEGOTIATED CONTRACT CONTRACT NO. NOAS-58-812 (SS-100)

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Document Number (FOIA) /ESDN (CREST): 
CIA-RDP89B00709R000400800033-1
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RIPPUB
Original Classification: 
S
Document Page Count: 
49
Document Creation Date: 
December 22, 2016
Document Release Date: 
January 10, 2011
Sequence Number: 
33
Case Number: 
Publication Date: 
August 14, 1958
Content Type: 
MISC
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Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 ry,i ~. ~~7u 25X1 0026 COPY / of 5 NEGOTIATED CONTRACT CONTRACT NO. NOas-58-812 (SS-100) General Dynamics Corporation Convair Division San Diego, California Contract for : Amount : Mail Invoices to: Performance Period: 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 Delaware, 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 therein. The rights and obligations of the parties to this contract shall be subject to and gov- ned by the attached Schedule and General Provisions. In the event of any inconsistency between the Schedule and the General Provisions, the Schedule shall control. IN WITNESS WR1', the parties hereto have executed this contract as of 14 Aug-list 1958. Signatures: General Dynamics Corporation Convair Division Title Vice President - CAnvair 14 .vision 3yq - pn~-~!m-,: ~ Bye Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 SeNO Contract No. CERTIFICATE I am an Assistant Secretary, as Contractor herein; that P certify that of the Corporation named __vho signed this contract on behalf of the Contractor was then Vice Prewrden - Convair Division of said Corporation; that said con- tract was duly signed for and in behalf of said Corporation by authority of its governing body, and is within the scope of its Cor- porate powers. (Corporate seal) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 INDEX OF SCSEDW PART I SCOPE OF WORK ......................................... iv PART II DELIVERY .............................................. iv PART III ES'D4ATED COST AND FIIC;D FEE .......................... iv PART IV PAYi4E. ............................................... iv PART V ANTICIPATORY COST ..................................... vii PART VI L TM CON TRAM SUPERSEDED ............................ vii PART VII WAIVER OF REQUIREK;1TIS OF GENERAL PROVISIONS ......?.?. Vii PART VIII SPECIAL SECURITY RE RICTIONS ......................... viii PART IX AUDIT .......... ................................ viii Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 PART I - SCOPE OF WORK Contractor shall furnish the necessary engineering, design and de- velopment to accomplish the work set forth in Appendix I attached hereto and made a part of this contract. PART II - DELIVERY The Contractor shall accomplish the work and submit the required reports in accordance with the provisions of Appendix I mentioned in PART I hereof. PART III - ESTIMATED COST AND FIM FEE a. The total estimated cost for the performance of this contract, exclusive of the fixed fee, is $55,9951-00- b. The fixed fee for the performance of this contract is $3,917.00. PART IV - PAYM iT a. In accordance with the provisions of Clause 4 of the General Provisions of this contract entitled, "Allowable Coat, Fixed Fee, and Payment", the Government shall pay the Contractor, as full compensation for the performance of this contract, the fixed fee as specified in PART III above, and the Allowable Cost incurred by the Contractor in the performance of this contract, and accepted by the Contracting Officer as chargeable in accordance with "Contract Cost Principles, Section XV, Part 2, Armed Services Procurement Regulations"; such determination being subject to the provisions of this contract entitled "Disputes". It being understood and agreed, without limiting the generality of the foregoing, that the following shall be considered as allowable items of costs incurred hereunder when incurred or paid by the Contractor, and when necessary and required and used for the performance of work hereunder: 1. (a) Premium costs for overtime work shall be an allowable item of cost hereunder only if, and to the extent, that overtime work for which such payments are made shall have been duly authorized to the extent that such authorization is required by applicable Government directives. (b) Costs of personnel movement of a special or mass nature as may be approved from time to time by the Contracting Officer or his duly authorized representative. Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 S11 CIRKY (c) Costs of ordinary and normal rearrangement of facilities within a department or plant. The cost of extraordinary plant rearrangement, including relocation of plant sites shall be allowable only to the extent ap- proved by the Contracting Officer or his duly authorized representative. (d) Extraordinary travel and subsistence expenses incident to the performance of this contract shall be allowed as a direct cost hereunder, consistent with Contractor's accounting method, it being agreed and under- stood that the portion of ordinary travel and subsistence expenses allocated to this contract in accordance with Contractor's established accounting method of apportioning indirect cost shall also constitute an allowable cost hereunder, subject to approval of the Contracting Officer. (e) Cost of subsistence and temporary housing of employees de- tailed to duty at points away from homes shall be allowable items of cost hereunder as approved by the Contracting Officer. (f) Costs incurred in connection with the Contractor's Patent Department shall.be subject to negotiation in the event the Contractor exer- cises the option contained in paragraph (2) (h) (1) of this PART IV and this contract is amended in accordance with paragraph (2) (h) (2) of this PART IV. (g) Costs of engineering programs of a general nature sha11 be subject to negotiation in the event the Contractor exercises the option con- tained in paragraph (2) (h) (1) of this PART IV and this contract is amended in accordance with paragraph (2) (h) (2) of.this PART IV. (h) Costs of operations of, or in connection with, cafeterias, dining rooms (except executive dining rooms), soda fountains, sales stores, and similar operations, operated by the Contractor or by a concessionaire, provided that the profits accruing to the Contractor from any such operation will be treated as a credit to overhead. This subparagraph shall not apply to the operating of vending machines, the profit from which is irrevocably set over to an employee's welfare organization. 2. (a) Notwithstanding the provisions of the clause of the con- tract entitled "Allowable Cost, Fixed Fee, and. Payment", the allowable Gen- eral Office Administrative Overhead under this contract shall be obtained by applying a negotiated overhead rate to a base agreed upon by the parties, as specified below: (b) The Contractor, as soon as possible, but not later than ninety (90) days. after the expiration of each period specified below, shall submit to the Contracting Officer, via the cognizant audit activity and the Office of the Comptroller of the Navy (Contract Audit Division), a proposed (v) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 final overhead rate for that period based on the Contractor's actual cost experience during that period, together with supporting cost data. Negotia- tion of the final overhead rate by the Contractor and the Contracting Officer shall be undertaken as promptly as practicable after receipt of the Con- tractor's proposal. (c) Ailowability of costs and acceptability of cost allocation methods shall be. determined in accordance with ASPR, Section XV, Part 2, as in effect on the date of this contract. (d) The results of each negotiation shall be set forth in an amendment to the contract, which shall specify (i) the agreed final rate, (ii) the base to which the rate applies and (iii).the period for which the rate applies. (e) Pursuant to the foregoing, a General Office Administrative Overhead rate shall be established for the period beginning 10 February 1958 and ending 30 June 1958 and for each succeeding six (6) months, or such other period as may be mutually agreed upon. (f) Pending establishment of a final overhead rate for any period, the Contractor shall be reimbursed at a billing rate set forth in paragraph b. of this PART IV, subject to appropriate adjustment when the final rate for that period is established. To prevent substantial over or under payment, the billing rate may, at the request of either party, be re- vised by mutual agreement, either retroactively or prospectively. In the event of failure to agree on the billing rate to be used for any period, pro- visional payments on account of allowable General Office Administrative Over- head for that period shall be made on the basis of a provisional rate which shall be negotiated by the Contractor and the Contracting Officer and set forth in an amendment to the contract. (g) Any failure by the parties to agree on any final rate under the contract shall be considered a dispute concerning a question of fact for decision by the Contracting Officer within the meaning of the "Disputes" clause set forth in the contract. (h) (1) The Contractor shall have the option to discontinue the use of negotiated final overhead rates, as provided herein, by giving written notice to the Contracting Officer not later than thirty (30) days prior to the end of any period. (2) Discontinuance of negotiated overhead rates shall be effective on the first day of the period in which such notice is given and shall be evidenced by an appropriate amendment to the Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 contract providing for reimbursement of General Office Administra- tive Overhead on the basis of audited actual costs in accordance with the payment provisions of the clause of the contract entitled "Allowable Cost, Fixed Fee and Payment." b. For purposes of billing current costs incurred under this contract or until such time as an audit of Contractor's interim or final vouchers or invoices is-made by the Contracting Officer or his authorized representative, the Contractor shall use the following rates in computing costs incurred here- under: "Those rates which are currently approved by the cognizant military department for billing purposes under CPFF contracts." c. Contractor shall be paid the fixed fee stated in PART III hereof in monthly installments based on allowable costs incurred by the Contractor and approved by the Contracting Officer computed at the same ratio that the total fixed fee stated herein is to the total estimated cost stated herein, subject, however, to the withholding provisions of paragraph (c) of Clause 4 of the General Provisions hereof. PART V - ANTICIPATORY COSTS All costs which have been incurred by the Contractor on or after 26 May 1958 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 items of Allowable Costs hereunder, will be accepted by the Contracting Officer as costs under this contract. PART VI - LETTER CONTRACT SUPERSEDED This is the Definitive Contract contemplated by the Letter Contract No. NOas-58-812 dated 22 June 1958 and all amendments thereto. This Definitive Contract supersedes said Letter Contract and all amendments thereto. Work performed and payments made under said Letter Contract, as amended, shall be deemed to be work performed and payments made under this Definitive Contract. In the event of conflict between this Definitive Contract and said Letter Con- tract, as amended, this Definitive Contract shall govern. PART VII - WAIVER OfF REQUIREMENTS OF GENERAL PROVISIONS Notwithstanding the requirements of any of the General Provisions of this contract to the contrary, whensoever the Contractor, in performance of the work under this contract, shall find that the requirements of any of the Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 clauses of the General Provisions are in conflict with security instructions issued to the Contractor, by the Contracting Officer or by his duly authorized representative for security matters, the Contractor shall call the attention of the Contracting Officer to such conflict and the Contracting Officer or his duly authorized representative for security matters shall (i) modify or rescind such security requirements or (ii) the Contracting Officer shall issue to the Contractor a waiver of compliance .with the requirements of the General Provi- sions conflicting with such security requirements. Any waiver of compliance with the General Provisions of this contract issued by the Contracting Officer shall be in witting, except that the approval of the Contracting Officer of any subcontract issued hereunder by the Contractor shall be deemed to constitute approval of waiver of any clauses of the General Provisions in conflict with the stipulations of such subcontract. PART VIII - SPECIAL SECURITY RESTRICTIONS The Contractor shall not reveal (i) the specific nature or any details of the work being performed hereunder or (ii) any information whatsoever with respect to the department of the Government sponsoring this contract and the work thereunder except as the Contractor is directed or permitted to reveal such information by the Contracting Officer or by his duly authorized repre- sentative 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 in- formation to any person, public or private, or to any officer or department of the Government without the express consent of the Contracting Officer or his duly authorized representative for security matters. PART IX - AUDIT Audit of costs hereunder shall be by the cognizant military audit agency, in accordance with security requirements which shall be agreed upon between the Contractor and the Contracting Officer. Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 APPENDIX I A. The_ CONTRACTOR shall accomplish the Statement of Work as set forth below: (a) CONTRACTOR shall conduct configuration studies of an air vehicle to meet objectives substantially as stated in Enclosure (A) to CONVAIR letter 11-0-1678, dated 15 May 1958, and such modifi- cations to these objectives as mutually agreed to by the CONTRACTOR and the CONTRACTING OFFICER. Configuration studies shall include both cruise and glide flight paths and possibly combined cruise-glide flight path. (b) CONTRACTOR shall conduct preliminary design studies of the most promising configuration determined under (a) above, including the following areas: Structure and Materials Stability and Control Power Plants Navigational and Guidance Vehicle Detectability (c) CONTRACTOR shall investigate human factor requirements in the proposed environment and conduct an operations analysis of the proposed system versus possible competitive systems. (d) CONTRACTOR shall submit reports as specified in the docu- ment referenced in (a) above and in addition shall be prepared to render an informal verbal status report between 15 and 30 July 1958 at a time and place to be designated by the CONTRACTING OFFICER. Be Delivery Item 1 - CONTRACTOR shall complete all studies by 30 August 1958. Reports shall be submitted in accordance with Enclosure (A) to CONVAIR letter 11-0-1678, dated 15 May 1958. All reports shall be delivered, postage p repaid, to the CONTRACTING OFFICER. Inspection and acceptance shall be at destination. Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 INDEX OF GF,NERAL P1OVISIONS 1. DEFINITIONS ........................,................0.. 1 20 CHIli1GES ....................t........................... 1 3o LIMITATION Or, COST.... ..... ........................... 2 4. ALLO,TABLE COST, FIXED FEE, AND PAYMENT............... 3 5, INSPECTION AND CORRECTION OF DEFECTS................... 5 6. ASSIGNMENT Or CLADJS..e....t..... ....................... 7 7. RECORDS ..........................aeu?.................. 7 Og S(,lBCONTRi1CTS.o... ....es.eo...o~.e......o.o.......e..e0 9 9. UTILIZATION OF SNALL BUSINESS C0NCERNS... ..............010 1.0. TE.RMINA T ION . , .........o-..... a .... a .~ ........ w ...... 0.10 3.1. EXCUSABLE DAYS...... .......e.......e.......1..,.....,15 I2. DISPUTIIS....,.e .....................ea.......'a..",,.S0015 13, NOTICE AN,Dr ASSISTANCE REaii FDI.NG PATE `TINFRINGE1 ANT e ..,16 140 EUY A-MM T .IChN ACT........... ?00..so....A1 ?eIIPA..00...so.17 150 CONVICT (~LABU-PTO?....O?6......... 0.e.e......0'......... o.17 16, EIGHT-~TIOUR LAW OF 191200000000000000000 ti te- ~Q..........17 _.'i. NONDISCRINI1,4.TIO1A IiV i i P L O i ' i ~ I r a ? ` 1 y . O G ?. O O., D, ...0 ...... 018 18, OFFICIALS T,O TO BELLEIT.o.............................19 19. COV,E'JANT A(_'~'_IN?ST CONTINGENT LFE! o., 00 ..................19 20. PATENT P.IC,:'? c:...ea ................o......eo......eoooe-~~9 21. GOVERNMENT :?ERTYo ...................................24 22. INSURANCE-LI:IEILITY TO THIRD PERSONS...........ooo?.99029 .'_3. AUTHORIZATIG::I AND CONSEN'T'................... o..e....0.30 2L0 FILING OF PATENT APPLICATIONS ..........................31 2;, REPORTING OF ROYALTIES ..... ....000......oooeoo........,3l 26. RIGHTS IN DATA -UNLINITED0.1 :...:...................0...33 27. IViILITARY SECURITY REQUIREMENTS....... ..... ..............34 28. WALSH-HEALEY PUBLIC CONTRACTS A CTS..O.....1.......?,,,.35 29, GRFTUITIES.0.,..to.......tooo00 .................1......036 30. NEGOTIri.TED OVERHEAD RATES..0 ..............0............36 31. DELAY IN DELIVERY OF DATA........?.....e...oo.00510000e37 32k. SUPERSEDING SPECIFICATIONS ................0............37 33.E FLIGHT PdSK.oo...0.......0.0....0.0 ..............0...0.38 34. ALTERATIONS........10 ..............0.,0...00.........0?39 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 D GENERAL PROVISIONS 1. DEFINITIONS (ASPR 7-103.1 AFPI 7403.1) As used throughout this contractz"jhe following terms 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 exeputive agency; and the term "his duly authorized representative" means any person or persons or board (other than the Contracting Officer) authorized to act. for the Secretary. (b) The term "Contract=ing Officer" r eans the p^rson cx_acuting this ccntract on behalf of the Government, and any other off* .cer or civilian employee who is a properly designate:' Cc_ntraC4-. 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" inclucL s purchase orders under this contract. (d,) (AFPI 7-30..:,1) The term "contract work" r^cans all work to be performed unde:^ this contract including any studies covering fui_'amental, theoretical, or experimental investigations; any ex-:ioision of the investigative findings and thecries of a sc~.imntific or technical nature into practical application; any to-iF :Dle items, hereinafter re 'erred to as "supplies," furnished to the Government; and any reports, data, computations, plans, drw,?.:ings, and specifications with respect to any of the foregoing. 2. CF`:NGES (AFPI 7-403.2) The Contracting Officer may at any time ? y a i ritten order, make changes in or additions to the drawings and specifications, issue additional instructions, require additional work within the genercii scope of the contract, or change the place of delivery, method of shipment, or the amount of Government Furnished property. If any such change causes an increase or decrease in the estimated cost of, or the time required for performance of this contract, or otherwise affects any (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11 CIA-RDP89B00709R000400800033-1 cther provision of this contract, an equitable adjustment shall be ..de (i) in the estimated cost or delivery schedule, or botfi, (ii) in the amount of any fixed fee to be paid to the Contractotp and (iii:? in such other provisions of the contract as may be so affected, any. the contract shall be modified in uniting accordingly. Any claim by the Contractor for adjustment under this clause must be assertdd within sixty (60) days from the date..of receipt by the Contractor of the notification of change; Provided* however, That the Contracting 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 .aer 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.. However, nothing in this clause shall excuse the Contractor from progeeding with the contract as c. ".'ged. LIMITATION OF COST (ASPR 7-203.3 AFPI 7-403.3) (a) It is estimated that the total cost to the Government, exclusive of any fixed fee, for the performance of this contract will not exc-?ed the estimated cost set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated cost. If at any time the Contractor has reason to believe that the costs which it expects to incur in the performance of this co:ccra in the next si:cceeding thirty (30) days, when added to all costs previously in?'.ul?red, will exceed eighty-five percent (85%) of the estimated cost then set forth in the Schedule, or if at any time, the Cc-...tractor has reason. to believe that the total cost to the Government, e:.;lusive of any fixed fee, for the performance of this contract will r. substantially greater or less than the then estimated cost t e:?eoi, the Contractor shall notify the Contracting Officer in :?rritimg to that effect, giving its revised estimate of such total cost for the performance of this contract. (b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the Schedule and the Contractor shall not be obligated to continue performance under the contract or to incur costs in excess of the estimated cost set forth in the Sche-ule. unless and until the Contracting Officer shall have notified the Contractor in writing that such estimated cost has been increased and shall have specified n such notice a revised estimated cost which shall thereupon constitute the estimated cost of performance of this con?tracto When and to the (C.-77 Apr. 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 0 extent that the estimated oost set forth in the,Schedule has been increased, any cost incurred by the Contractor in excess of such estimated cost prior to the increase in estimated cost shall be allowable to the same extent as if such costs had been incurred after such increase in estimated cost,!, 4. ALLOIJAPLE COST, FIXED FEE, AIM PAYiENT (ASPR 7-203..4 AFPI 7-403.4) (a) For the performance of this contract, the Government shall pn.v to the Contractor the cost thereof determined by the Contracting' u.Cicer to be allowable in accordance with Part 2 of Section XV of the Armed Services Procurement Regulation as in effect on the date of this contract and the Schedule (hereinafter referred to as "Allow- able C_st"), plus such fixed fee, if any, as may be provided for in the Schedule, (b) Once each month (or at more frequent intervals, if approved by the Contracting Officer) the Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as such representative may require, an invoice or public voucher supported by a statement of cost incurred by the Contractor in the performance of this contract and claimed to constitute Allowable Cost. Each statement of cost shall be certified by an officer or other ro'ponsible official of the Contractor authorized by it to certify s u.?h statement. (c) As promptly as may be practicable after receipt of each invoice or voucher and statement of cost, the Goverrunent shall, except as hereinafter provided and subject to the provisions of paragraph (d) be'ow, make payment thereon as approved by the Contracting Officer. After payment of eighty-five percent (55%) of the fixed fee set forth in the Schedule, as from time to time amended, further payment on account of the fixed fee shall be withheld until a reserve of either (i) fifteen percent (15/"0') of the total fixed fee or (ii) -`.loC,Oi:r:, whichever amount is less, shall have been set aside, such reserve or the balance thereof to be retained until the execution and delivery of a release by the Contractor as provided in paragraph (e) hereof, (d) At any time or times prior to final payment under this contract the Contracting Officer may cause to be made such audit of the invoices or vouchers and statements of cost as shall be deemed necessary. Each payment theretofore made shall be subject to reduction to the extent of amounts included in the related invoice or voucher and statement of cost which are found by the Contracting Officer on the basis of such audit not to constitute Allowable Cost, and shall also be subject to reduction for (C!-.-'F Apr. 15, t58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 overpayment or to increase for underpayments on preceding invoices or vouchers. On receipt of the voucher n# invoice designated by the Contra-,.;tor as the "completion voucher" or "completion invoice" and stater,-,ant of cost, which shall be submitted by, the Contractor as promptly as may be practicable following completion of the work under this contract but in no event later than.c1 (1) year (or such longer pericc: as the Contracting Officer may, ih-his discretion, approve in writi,,-) from the date of such completion, and following compliance by t1 Contractor with all provisions of this contract (including, withoxt limitation, provisions relating to patents and the provisions of paragraihs (e) and (f) of this clause), the Government shall as promptly as may be practicable pay any balance of Allowable Cost (e) The Contractor and each assignee under an ass4.gnment entered into under this contract -.bnd in effect at tae _ tire. mf ..fin: 1 payment under this contract shall execute and deliver at the time of and as a condition precedent to final payment under this contract, a release d Echarging the Government, its officers, agents and eaployces of and from all liabilities, obligations and claims arising out of or under- this contract, subject only to the following exceptions: (1) Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor, (2) Claims, together with reasonable expenses inciden- tal thereto, based upon the liabilities of the Contractc.r to third parties arising out of the per- formance of the contract, which are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not r..lore than six (6) years after the date of the release or the date of any notice to the Contractor that the Government is prepared to ::lake final pay:lent, which- ever is earlier, (3) Claims for reimbursement of costs (other than expenses of the Contractor by reason: of its indem- nification of the Government against patent liabil- ity), including reasonable expenses incidental thereto, incurred by the Contractor under the provisions of the contract relating to patents, (f) The Contractor agrees that any refunds, rebates or credits (including any interest thereon) accruing to or received by the (CPP rl?. 18, T58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 0 Ccntractor or any assignee which arise out of the performance of this contract and on account of which the Contractor has received reimburse- ment shall be paid by the Contractor to the Government: The Contractor and each assignee under an assignment entered into under this contract and in effect at the time of final- 'payment under this contract shall execute and deliver at the time of aand.as a condition precedent to :final payment under this contract"an assignment to the Government of refunds, rebates or credits (including any interest thereon) arising out the performance of this contract, in form and substance satisfactory the contracting Officer. Reasonable expenses incurred by the contractor for the purpose of securing any such refunds, rebates or credits shall constitute Allowable Cost when approved by the Contracting Officer. (g) Any cost incurred by the Contractor under the terms of this contract which would constitute Allowable Cost under the provisions of this clause shall be included in determinf.ng the amount payable under this contract, notwithstanding any provisions contained in the specifi- cations or other documents incorporated in this contract by reference, signating services to be performed or materials t, be furnished by the Contractor at its expense or without cost to the Government, (h) Payment of the fixed fee shall be made to the Contractor as provided in the Schedule subject, however, to the withholding provisions of paragraph (c) h:; 'eof. 5. INSPECTION AND COPLECTION OF DEFECTS (AFPI 7-403.5) (a) All work under this contract shall be subject to inspection aid test by the Government, to the extent practicable at all reasonable ':.iraes and places including the period of performance, and in any event :rior to final acceptance. The Contractor shall provide and maintain an inspection system acceptable to the Government covering the work hereunder. The Government, through any authorized representative, may inspect the plant or plants of the Contractor or of any of its subcon- tractors engaged in the perfcrmr.nce of this contract. If any inspection or test is made by the Government on the premise of the Contractor or a stbcon.tractor, the Contractor shall provide and shall require subcon- tractors to provide all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. All inspections and tests by the Government shall be __,formed in such a manner as will not unduly delay the work. Final spection and acceptance by the Government shall be made as promptly as ::racticable after delivery. The time and place of delivery, final inspection, and acceptance shall be as set forth in the Schedule. (b) The Contractor warrants that the services rendered in the performance of this contract will conform to the requirements of this contract and to L_'gh professional standards in the field and that a:iy article delivered to the Government under this contract will conform (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 to the requirements of this contract and will not be defective in material or worl;,ranship. (c) At any tine during perfornance.:of this contract, but not later than ca.x (6) months (or such other period as ieay be provided in the schedulo) after final acceptance, the Government may require the Contractor to re.. 1y by correction or replacement as directed by the Contracting Office: , any failure by the Contractor to cor.iply with its obligations under paragraph (b) hereof. Except as otherwise provided in paragraph (d) here- of, the cost of any such replacement or correction shall be included in "Allowable Cost" determined as provided in the clause of this contract entitled "Allowable Cost, Fixed Fee and Payment," but no additional fee shall be payable with respect thereto. Corrected articles shall not be tendered again for acceptance unless the forcer tender and the require- rient of correction is disclosed. If the Contractor fails to proceed with reasonable promptness to perform such replacement or correction, the Government (i) may by contract or otherwise perform such replacement or correction and charge to the Contractor any increased cost occasioned the Government thereby, or nay reduce any fixed fee payable under this contract (or require repa\raent of any fixed fee theretofore paid) in such ariount as nay be equitable under the circumstances; or (ii) in the case of articles not delivered, i.1ay require the delivey of such articles and shall have the right to reduce any fixed fee payable under this contract (or to require repaynen_t of any fixed fee theretofore paid) in such amount as may be equitabl0 ,ender the circumstances; or (iii) may terminate this contract for default as provided in the clause of this contract entitled "Termination." Failure to agree on the amount of any such increased cost to be chard to the Contractor or to such reduction in, or repayment of, the fixed fee shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputtntract and not already paid, and shall not be made to more than one party, except that any such. assignment or reo:ss:LgnMent may be made to one party as agent or trustee for two or i:iore parties participating in such financing. Not- ::_thstandi.ng any provision of this contract, payments to an assignee of ). iy, monies due or to become due under this contract shall not, to the urtent r,.-".ocided in said Act as amended, be subject to reduction or set-off. (b) In no event shall copies of this contract or of any plans :pec.ificetions, or other siiatilar documents relating to work under this :ontract, if Marked "Top Secret". "Secret", or "Confidential", be !irnished to any assignee of any claim arising under this contract or any other person not entitled to receive the sane; provided, That copy of any part or all of this contract so narked may be furnished, any inForriatirn contained therein may be disclosed, to such assignee eon the prior written authorization of the Contracting Officer. CORDS (ASPR 7-203.7 AFPI 7-403.7) (a)O The Contractor agrees to maintain books, records, documents id oth.ox evidence pertaining to the costs and expenses of this contract iereina cer collectively called the "records") to the extent and in such ;pail as will properly reflect all net costs, direct and indirect of bor, : ater.i_:als, egiztplnent, supplies and services, and other costs JFFF Apr. 189 '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 and e.:pon5es of whatever nature for which r'einbursor.ient is claimed under the provisions of this contract. The Contractor's accounting procedures and practices shall be subject to the approval of the Contracting Officer; provided, however, that no material change will be required to be nade in the Contractor's accounting procedures and,practices if they conform .to generally accepted accounting practices ahd if the costs properly applicable to this contract are readily ascertainable therefrom. (2) The Contractor agrees to make available at the office of the Contractor at all reasonable times during the period set forth in sub- paragraph (4) below any,of the records for inspection, audit or repro- ductian by an authorized representative,of the Contracting Officer. (3) In the event the Contracting Officer or any of his duly authorized representatives determines that his audit of the amounts reimbursed under this contract as transportation charges will be nade at a place other than the office of the Contractor, the Contractor agrees to deliver; with the reimbursement voucher covering such charges or as nay be otherwise specif:ied within two years after rei:_iburserient of charges covered by any such voucher, to such representative as may be designated for that purpose through the Contracting Officer such documentary evidence in support of transportation-costs as May be required by the Contracting Officer or any of his duly authorized representatives. (4) Except for documentary evidence delivered to the Government pursuant to subparagraph (3) above. the Contractor shall preserve and i;iake available its records for a period of six years (unless a longer periocl. of time is provided by applicable statute) from the date of the vouche:a or invoice submi ced by the Contractor after the completion of the work under the contract and designated by the Contractor as the rrcor.,piotion voucher" or "coi:rpletion invoice" or, in the event this con- tract has been completely terrainated, from the date of the termination settlement agreement; provided, however, the records which relate to (A) appeals under the clause of this contract entitled "Disputes", (B) litigation or the settlement of claims arising out of the performance of this contract, or (C) costs or expenses of the contract as to -which exception has been taken by the Contracting Officer or any of his duly authorized representatives, shall be retained by the Contractor until such appeals, litigation, claims, or 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- paratgi_.ph (3) above, and the records described in the proviso of sub- para`,;raph (4) above, the Contractor may in fulfillment of its obligation to retain its records as required by this clause substitute photographs, ::iicrophotographs or other authentic reproductions of such records, after the expiration of two years following the last dray of the nc th of r inhursonont to the Contractor of the invoice or voucher (CFI ii Apr. 18, 1 58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 z. C to which such records relate, unless a 6hdf~ter period is authorized by the Contracting Officer with the coricirieride of the Comptroller' of the Co:" '.'acting Government Agency or his,authorized representatives. (6) The provisions of this~,psragraph (a), including this sub- p?-..:agraph (6) , shall be applicable tea and included in each subcontract l.,~reuncer which is on a cost, cost-plus-a-fixed-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 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 terns "sub- contract," as used in this paragraph (b) only excludes i) purcha.:,,e o ors not exceeding x,-1,000 and (ii) subcontracts c-, purchase orc'.ors for public utility services at rates established: for uniform applic- ability to the general public. SUBCONTRACTS (ASPR 7?-203.8 AFPI 7-403.8) (a) The Contra,,-tor shall give advance notification to the Con- tracting Officer of .:;;..,.r proposed subcontract hereunder which (i) is on a cost or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price ba;_i.s exceeding in dollar amount either x,25,000 or five percent (5%) of c:Ze total estimated cost of this contract. (b) The Contractor shall not, without the prior written consent of the Contracting Officer, place any subcontract which (i) is on a co or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis exceeding in dollar amount either t25,000 or five percent (5%) of the total estimated cost of this contract, or (iii) provides for the fabrication, purchase, rental, installation or other acquisition, of any item of industrial facilities, or of special tooling having a value in excess of ??I,000, or (iv) is on a time-and-i:material or labor-hour basis, or (v) involves research and development work. The Contracting. Officer may, in his discretion, ratify in writing any such subcontract; such action shall constitute the consent of the Contracting Officer as required by this paragraph (b). (c) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis. (CPFF Apr. 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 I (d) The Contracting Officer nay, in his discretion, specifically approve in writing any of the provisions of a subcontract. However, such approval or the consent of the Contracting Officer obtained as required by this clause shall not be constied to constitute a deter- r:mination of the allowability of any cost under this contract, unless such approval specifically provides that it constitutes a determination of tho allowability of such cost. (e) The Contractor shall give the Contracting Officer i.n_lediato notice in writing of any action or suit filed, and prompt notice of any claim made against the Contractor by any subcontractor or vendor which. in the opinion of the Contractor, may result in litigation, related in any way to this contract with respect to which the Con- tractor i.:ay be entitled to reimbursement from the Government, (f) (AFPI 7-203.8) The Contracting Officer may approve all or part of the Contractor's purchasing system and from tine to time rescind or roinstate such approval. Such approval shall be deemed to fl,ufi1 the requirements for obtaining the Contracting Officer's consc..t to subcontracts as prescribed in paragraph (b) above. UTILIZATION OF SIaLALL BUSINESS CONCERNS (ASPR 7-104.14 AFPI 7-403 e 9) (a) It is the poll.cy of the Government as declared by the Congress to bring about th greatest utilization of business concerns which is consi~,tont with efficient production. (b) The Contractor agrees to accomplish the maximum amount of subcontracting to si.zall business concerns that the Contractor finds to be consistent with the efficient perform .nee of this contract. TER&iINATION (ASPR 8-702 AFPI 7-403.1.0) (a) The performance of work under the contract nay be terminated by the Government in accordance with this clause in whole, or from time to tine in part, (1) whenever the Contractor sha].1 default in performance of this contract in accordance with its terms (including in the ter-Li "default" any such failure by the Contractor to make progress in the prosecution of the work hereunder as endangers such performance), and shall fCil to cure such default within a period of ten days (or such longer periods as the Contracting Officerr:ay allow) after receipt from the Contracting Officer of a notice specifying the default, or (2) when- ev-r for any reason the Contracting Officer shall determine that such ten.,d ation is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying whether termination is for the default of the Contractor or for the convenience of the Government, the extent to which performance of work under the contract is terminated, and the date u,.-)on which such termination becomes effective. If after notice of termination of this contract for default under (1) above, it is (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 C determined that the Contractor's failure to perform or to make progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor pursuant to the provisions of the clause of this contract relating to excusable delays, the Notice of Termination shall be deemed to have been issued under (2) abo-ve, and the rights and obligations of the parties hereto shall in such event be governed accordingly. (b) After receipt of a Notice' of Termination and except as other- wise directed by the Contracting Officer, the Contractor Shall (1) stop work under the contract on the date and to the extent specified in the Notice of .Teminat1 n;J2) place no further err'iers_ ar- st kaontracts for materiz Is, services, or faciltti~ exce;rt as may be necessary for core--- - .pletion 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 Gov-rnment, in the manner and to the extent directed by the Ccntracting`Officer, all of the r-i? Apt, title, and interest of the Contractor under the orders or subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) with the approval or ratification of the Contracting Officer, to the extent he may require, which approval or ?atification shall be final and conclusive for all p-arposes of this c::.ause, settle ail 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 unfatmicated parts, work in process, completed work, supplies, and other material produced as a --'part of,?or. ac uired.._an_xespeet of the performance of, the work terminated by the Notice of Termination, (ii) the dcnploted '. or paf tially' cnnpletod plahsq',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, and fixtures, and other speczai Coals and toil -. acquired or manufactured for the performance of this contract for the cost of which the Contractor has been or will be reimbursed under this contract; (7) use its best efforts to sell in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in provision (6) of this paragraph, provided, however, that the Contractor (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Officer; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Government to the (CPFF Apr. 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 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; (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary, or as the Contracting Officer may direct, for the 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 notwithstanding any delay in determining or adjusting the amount of the fixed-fee, or any item or reimbursable cost under this clause. At any time after expiration of the plant clearance period, as defined in Section VIII, Armed Services Procurement Regulation, as it may be amended from time to time,',the Contractor may submit to the Contracting Officer a lists 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 author- ized 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 si;[~,ject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement. (c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer its termination claim in the form and with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later- than two years from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing within such two-year period or authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he may receive and act upon any such termination claim at any time after such two-year period or any extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, the Contracting Officer may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall 'hereupon pay to the Contractor the amount so determined. (d) Subject to the provisions of paragraph (c), the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid (including an allowance for the fixed-fee) to the Contractor by reason of the total or partial termination of work pursuant to this clause. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 (e) In the event of the failure of the Contractor and the Contracting Officer to agree in whole or in part, as provided in paragraph (d) above, as to the amounts with respect to costs and fixed-fee, or as to the amount of the fixed-fee, to be paid to the Contractor in connection with the termination of work pursuant to 4is 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 C tr'ctnr the amount determined as follows: (1) If the settlement includes cost and fixed-fee (i) There shall be included therein all costs and. expenses reimbursable in accordance with this contract, not p~?ev.ouslr paid to the Contractor for the performance of this contract prior t' the effective date of the Notice of Termination, and such of these cos-:J as may continue for a reasonable time thereafter with the approval of or as directed by the Contracting Officer, provided, however, that the Contractor shall proceed as rapidly as practicable to discor'l-inue such costs. (ii) There shall be included therein so far as r_,~t included under (i) above, the cost of settling and paying claims arising outs of tho termination of work under subcontracts or orders, as provided in paragraph (b)(5) above, which are properly chargea ble to the terminated pcrtion of the cont. ~:.r ,. (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 r:.pporting data with respect to the terminated portion of the contract and for the termination and settlement of subcontracts thereunder, together with reasona:.'e storage, transportation, and other casts Licurred in connection with the protection or disposition of termination inventory; provided, however, that if the termination is for default of the Contractor there shall not be included any amounts for the preparation of the Contractor's settlement proposal. (iv) There shall be included therein a portion of too fixed-fee payable under the contract determined as follows: (A) In the event of the termination of this contract for the convenience of the Government and not for tho ~faul', of the Contractor, there shall be paid a percentage of the fee equi.;:alent to the percentage of the completion of work contemplated by tLe co-. ;;rac t, less fixed-fee payments previously made hereunder, (CFA Apr. 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 1 (B) In the event of the termination of this contract for the default of the Contractor, the total fixed-fe ; payable shall be such proportionate part of the fee (or, if this contract calls for articles of different types, of such part of the fee as is reasonably allocable to the type of articles under consideration) as the total number of articles delivered to and accepted by the Goverment bears to the total number of articles..of-a like kind called for by this contract. If the amount determined under this paragraph is less than the total payment of fixed-fee theretofore made to the Co_itractcr, the Contractor shall repay to the Government the excess amount. (2) If the settlement includes only the fixed-fee, the amount thereof will be determined in accordance with subparagraph (e) (l) Div) above. (f) The Contractor shall have the right of appeal, under the clause of this contract entitled "Disputes," from any determir tion made by the Contractiig 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, he shall 'r._ave no such right of appeal. In any case where the Contracting Officer has made a determination of he amount due -ragraph (c) or (e) above, the Government sha. 1 pay to the Cc_:tra.ctor the following: (i) if there is no right of appeal hereunder or .. no timely appeal has been taken, the amount so determined by the Contracting Officer, or (ii) if an appeal has been taken, the amount fin..lly determined on such appeal. (g) In arriving at the amount due the Contractor under +.:.is clause there shall be deducted (1) all unliquidated advance or other unliquidated payments theretofore bade to the Contractor, (2) .rny 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, supplies, or other things acquired by the Contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the Government. (h) In the event of a partial termination, the portion of thF fixed-fee which is payable with respect to the work under the continued portion of the contract shall be equitably adjusted by agreement between the Contractor and the Contracting Officer, and such adjustment shall be evic:onced by an amendment to this contract. (i) The Government may from time to time, under such terms and conditions as it may prescribe, make partial payments and Dayments on account against costs incurred by the Contractor in connection with the terminated portion of the contract whenever in the opinion of the -14- (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 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 mount finally determined to be duo under this clause, such excess shall be payable by the Contractor to the Government upon demand, together with.interest computed at the rate of 6% per anntu.i, for the period from the date such excess payment is received by the Contractor to the date on which such excess is repaid to the Govern- ment; provided, however, that no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten days after the date of such retention or disposition. (j) The provisions of this clause relating to the fixed-foe shall be inapplicable if this contract does not provide for payment of a fixed- fee. (k) Unless otherwise provided for in this contract, or by applicable statuto, the Contractor from the effective date of ton-mination and for a pori.,3 of six years after final settlement under this contract, shall proscr-,-e and make available to the Government at all reasonable times at the of'ice-of the Contractor, but without direct charge to the Govern- ment, all its books, records, documents, and other evidence bearing on the cost and expenses of the Contractor under this contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer, photographs, r.iicrophctographs, or other authentic reproductions thereon, EXCUSABLE DELAYS (ASPR 7_.,2`03.11 AFFI 7-303.10) (a The Contractor shall not be in default by reason of any failure in performance of this contract in accordance with its tern's (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 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 frori other sources and shall have ordered the Contractor in writing to procure such s rvicos or supplies from such other sources, and the Contractor shall have failed reasonably to comply with such order. Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of such failure and, if he shall determine that such failure was occasioned by any ~.n.e or more of the said causes, the delivery schedule shall be revise; accordingly., subject to the rights of the Government under the clan.-co hereof entitled "Tesm_mi.nation". (CPFF Apr. 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 (b) If the Contractor becomes unable to complete the contract work and ruke delivery at the tine specified in the Schedule because of technical difficulties, notwithstanding the exercise of good faith and diligent effort- --i the p orfornance of the work called for hereunder, it nay give the :'c.Itructing Officer written notice of the anticipated default with reasons therefor. Such notice and reasons shall be delivered not loss than forty-five (45) days before the completion date specified in the Schedule or within such time as the Contracting Officer deans sufficient.. If sue'- notice is duly given, then to the extent the interest of the Govcrr ent i:iakes an extension desirable the Contracting Officer nay, in his discretion, extend the period of tine specified in the Schedule for such period as he deers advisable, and th .s contract shall then be modified in writing accordingly, DISPUTES (ASPR 7-103.12 AFPI 7-403.12) (a) Except as otherwise provided in this contract, any dispute concerning a question Of fact arising under this contract which is not disposed of agreement shall io decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall ho final and conclusive unless, within 30 days from the date of receipt of such copy, the Contractor nails or otherwise furnishes to the Contracting Officer a wri.bton appeal addressed to the Secretary. The decisi,-.n of the Secretary or his duly authorized representative for the determination of such appeals shall be final and conclusive unless deterrd_ned by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necesarily to imply bed faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor ha 1 oed 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 luestions in connection with decisions provided for in paragraph (a) 7i.bovo: Provided, That nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law, NOTICE AND ASSI:TANCE REGAINING PATENT INFRINGIiJi~ENT (ASPn 9-104 AFPI 7-404.13) The provisions of this clause shall be applicable only if the amount of. this contract is in excess of ~;5,000, (a) The Contractor shall report to the Contracting Officer, promptly ind in r :ason , ae written detail, each notice or clairi of patent infringe- lent based on the porforr:ianc of this contract of which the Contractor .as knowlc-'_";e. -16- (CPFF .9pr_.l8) 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 (b) In the event of litigation against the Government on account of any claii7 of patent infringement arising out of the performance of this contract or out of the use of any supplies f a.rnished or work or services performed hereunder, the Contractor shall ft4 nish to the Government, upon roquost, all evidence and information in Possession of the Contractor pertaining to such litigation. Such evic en;Ge and infox cation shall be furni,o'iod at the expense of the Government except in those cases in which the Cc-itractor has agreed to indemnify the Government against the claim being .wssortod. BUY XL RICAN ACT (ASPR 7-103.14 AFPI 7-03.14) (a) In acquiring end products, the 'Buy American Act (41 U.S. Code lOa-d) provides that the Government give preference to domestic source end products. For the purpose of this clause: (i) "components" r..eans those articles, materials, and supplies, which are directly incorporat;d in the and. products; (ii) "end products" moans 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 unrianufacturod 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 exceeds 50 percent of tho cost of all its components, For the purposes of the (a. (iii)(B), components of foreign on in of the sane 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 deter_r_iines the cost to the Govern- mont to be unreasonable,. (CPFF Apr., 18, f58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 C0VICT LABOR (ASPP 12-203 AFPI 7-403.15) In connection with the perforDar;ce of work under this contract, the Contractor agrees not to employ any person undergoing sentence of inpriscn;. ont at hard labor. EIGHT TOUR LAW OF 1912 (ASPR 12-303.1 AFYI 7-403.16) .phis contract, to the extent that it is of a character specified in the Eight-Hour Law of 1912 as amended (40 U.S. Code 324-326) and is not covered by the Walsh Healey Public Contracts Act (41 U.S. Code 35-45), is subject to the following provisions and exceptions 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 orTploy of the Contractor or any subcontractor contracting for any part of the said work contemplated, shall be required or permitted to work more than eight hours in any one calendar clay upon such work, except upon the condition that compensation is paid to such laborer or mechanic in accordance with the provisions of this clause. The wages of every laborer and mechanic employer by the Contractor or any subcontractor engaged in the porforr.iance of this contract shall be por.iputed on a basic day into 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 ties the basic rate of pay. For each violation of the requirements of this clause a penalty of five dollars shall be imposed for each laborer or mechanic for every calendar day in which such employee is required or permitted to labor more than eight hours upon said work without receiving compensation computed in accordance with this clause, and all penalties thus imposed shall be withheld for the use and benefit of the Government. NONDISCRmINATION IN EIPLOYiENT (ASPR 12-802 AFPI 7-403.17) (a) In connection with the porforr..anco of work under this contract, the Contractor agrees not to discriminate against any o,leyoc or applicant for employment because of race, religion, color, or national origin. The dforesaid provision shall include, but not be limited to, the following: e:_iploynent, upgrading, demotion/or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post hereafter in conspicuous places, availaalo for employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of the nondiscrimination clause. (b) The Contractor further agrees to insert the foregoing provision in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials. (CPFF Apr. 18, 1958) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 OFFICL'TS NOT TO BENNEFIT (ASPR 7-103,19 AFPI 7-403,18) No member of or delegate to Congress, or resident ccr, missioner, shall be admitted to any share or part of this contract,, or to any boneft.'-. that nay arise therefrom; but this provision shall not be cons ,,r L..c., to extend to this contract if made, with a corporation for its general benefits COVE J,'T AGAINST CONTINGENT FEES (ASPR 7,103.20 AFPI 7-403.19) The Contractor warrants that no person or selling agency has been employed or retained to solicit or pocuro this contract upon an agreement or understanding for a comet ssion, percentage, broker- age, or contingent fee, excepting bona fide employees or bona fide ?stablished commercial or selling agencies maintained by the Contractor for the purpose of securing business, For broach or violation of this warranty the Government shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such Comm lion, percentage, brokerage or contingent fee. PATENT i.IGHTS (ASPR 9-107 AFPI 7-403.20) (a) As used in this clause, the following terms shall have the cleanings set forth below: (i) The term "Subject Invention" means any invention, improvement or discovery (whether or not patentable) conceived or first a;tual y reduced to practice either (A) in the performance of the experimental, developmental, or research work called for or required under this contract: or (B) in the performance of any experimental, development.,:l, or research work relating to the subject matter of this contract which was done upon an understanding in writing that a contract would be awarded; provided that the torn:. "Subject Invention" shall not include any invention which is specifically identified and listed in the Schedule for the purpose of excluding it from the license granted by this clause. (ii) The tern "Technical Personnel" means any person employed by or working under contract with the Contractor (other than a sub- contractor whose responsibilities with respect to rights accruing to the Government in inventions arising under subcontracts set forth in paragraphs (g), (h), and (i) below) who, by reason of the nature of his duties in connection with the p~-rforraznce of this contract, would reasonably be expected to make inventions. (iii) The terms "subcontract" and "subcontractor" mean any subcontract or subcontractor of the Contractor, and any lower-tier (CPFF ~-pr. 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 subcontract or subcontractor under this echtract. (b)(1) The Contractor agrees to and does hereby grant to the Government an irrevocable, nonexclusive, nontransferable, and royalty- free license to practice, and cause to be practiced by or for the United States Government throughout the world., each Subject Invention in the r.:anufacture, use and disposition according to law, of any article or r:_.aterial, and in the use of any method. No license granted herein shall convey any right to the Government to manufacture, have nanufacturcda or use any Subject Invention for the purpose of providing services or suppli: s to the g-.neral public in cor.:pet.tion with the Contractor or the Contractor's colemorcial licensees in the licensed fields, (2) With respect to: Personnel; ,(i) any Subject Invention made by other than Technical (ii) any Subject Invention conceived prior to, but first actually reduced to practice in the course of, any of the experimental, developmental, or research wort, specified in (a) (i) above; and (iii) the practice of any Subject Invention in foreign countries; the obligation of the Contractor to grant a license as in (b)(l) above;. to convey title as provided in (d)(ii)(B) or (d)~iv) below, and tc convey foreign rights as provided in (e) below, ;hall be limited to the extent of the Contractorts right to grant the same without incurring any obligation to pay royalties or other compensation to others solely on account of said grant. Nothing contained in this Patent bights clause shall be doomed to grant any license under any invention other than a Subject Invention. (c) The Contractor shoal furnish to the Contracting Officer the following information and reports concerning Subject Invention which reasonably appears to be patentable: (i) a written disclosure promptly after conception or first actual reduction to practice of each such Invention together with a written st:.tenent specifying whether or not a United States patent application claiming the invention has been or will be filed by or on behalf of the Contractor; (ii) interim reports, at least every twelve months, co:-:Lmencing with the date of this contract, each listing all such Inventions conceived or first actually. reduced to practice more than throe months prior to the date of the report, and not listed on a prior interim report, or certifying that there are no such unreported Inventions; and (CPF ._l~i . 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 (iii) prior to final settlement of this contract, a final report listing all such Inventions including all those previously --i 'ed in interim reports, (d) In connection with each Subject Invention referred to in (c)(i) above, the Contractor shall do the following: (i) if the Contractor specifies that a United States patent application claiming such Invention will be filed, the Contractor shall file or cause to be filed such application in due form and time; however, if the Contractor, after having specified that such an application would be filed, decides not to file or cause to be filed said application, the Contractor shall so notify the Contracting Officer at the earliest practicable date and in any event nqt later than eight months after first publication, public use or sale. (ii) if the Contractor` specifies that a United States patent application claiming such Invention has not been filed and will not be filed (or having specified that such an application will be t:'.ed thereafter notifies the Contracting Officer to the contrary), t a' Contracting Officer shall: (A) inform the Contracting Officer in writing at the earliest practicable date of any publication of such Invention made by or known to the Contractor or, where applicable, of any contemplated publication by the contractor, stating the date and identity of such publication or contar!plated publication; and (B) convey to the Government the Contractor's entire right, title, and interest in such Invention by deliverying to the Contracting Officer upon written request such duly executed instruments ( =-;pared by the Government) of assignment and application, and such ot-rier papers as are deemed necessary to vest in the Government the Contractor's right, title and interest aforesaid, and the right to apply for and prosecute patent applications covering such Invention throughout the world, subject, however, to the right of the Contractor specified in (e) below to file foreign applications, and subject further to the reservation of a non-exclusive and royalty-free license to the Contractor (and to its existing and future associated and affiliated companies, if any, within the cor;,orate structure of which the Contractor is a part) which license shall be assignable to the successor of that part of the Contractor's business to which such Invention pertains; (iii) the Contractor shall furnish promptly to the Contracting Officer on request an irrevocable power of attorney to inspect and make copies of each United States patent application filed by or on behalf of the Contractor covering any such Invention; (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 (iv) 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 State$ patent application filed by or on behalf of the Contractor, the Contractor shall so notify the C,.aracting Officer not less than s,cty days before the expiration of t...~ response period and, upon written request, deliver to the Contracting Officer such duly executed instruments (prepared by the Government) as are deemed necessary to vest in the-Government the Contractor's entire r ?:h_t, title, and interest in such Ipvention and theapplication, subject t: the reservation as specified in (cl)(ii) above; and (v) the Contractor shall deliver to the Contracting Officer duly executed instruments fully confirmatory of any license rights herein agreed to be granted to the Government. (e) The Contractor, or those other than the Government deriving rights from the Contractor, shall have the exclusive rights to file applications on Subject Inventions in each foreign country within: (i) nine months from the date a correspoY_aing United States a plication is filed; (ii) six months from the date permission is granted to file foreign applications where such filing had been prohibited for security reasons; or (iii) such longer period as may be approved by the Contracting Officer. The Contractor shall, upon written request of the Contracting Officer, convey to ti..e Government the Contractor's entire right, title, and interest in each Subject Invention in each foreign country in which an application has not been filed within the time above specified, subject to the reservation of a non-exclusive and royalty-free license to the Contractor together with the right of the Contractor to grant sup:licenses, which license and right shall be assignable to the successor of that part of the Contractor's business to which the Subject Invention pertains. (f) If the Contractor fails to deliver to the Contracting Officer the interim reports required by (c)(ii) above, or fails to furnish the written disclosures for all Subject Inventions required by (c)(i) above shown to be due in accordance with any interim report delivered under (c)(ii) or otherwise known to be unreported, there shall be withheld from payment until the Contractor shall have corrected such failures either ten percent (10) of the amount of this contract, as from time to time amended, or five thousand dollars (45,000), whichever is less. After payment of eighty percent (80%) of the amount of this contract, as from time to time amended, payment shall be withheld until a reserve of either ten percent (10%) of such amount, or five thousand dollars 0';5,000), whichever is less, shall have been set aside, such reserve (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 or balance thereof to be retained until the Contractor shall have furnished to the Contracting Officer: (i) the final report required by (c)(iii) above; (ii) written disclosures for all Subject Inventions required by (c,(i) above which are shown to be diie. in accordance with interim reports delivered under (c)(ii) above or-in accordance with such final reports or are otherwise known to be unreported; and (iii) the information as to any. subcontractor required by (h) below., The r.:axirmri ar.lount which may be withheld under this paragraph (f) shall not exceed ten percent (100) of'. the amount of this contract or five thousand dollars (f;>5,000), whiehove' is loss, and no a;:.iount shall be withhold under this paragraph (f) when the amount specified by t'--is paragraph (f) is being withhold under other provisions of this contract. The withholding of any amount or subsequent payment thereof to the Contractor shall not be construed as a waiver of any rights accruing to the Government under this contract. This paragraph (f) shall not be construed as requiring the Contractor to withhold any amounts from a subcontractor to enforce compliance with patent provisi'ns of a subcontract. (g) The Contractor shall exert all reasonable effort in negotiating for the inclusion of this Patent Rights clause in any subcontract here- under of three thousand dollars (`3,000) or more having experimental, developmental, or research work as one of its purposes. In the event of refusal. by a subcontractor to accept the Patent Ri.4ghts clause, the Contractor shall not proceed with the subcontract without written authorization of the Contracting Officer, and upon obtaining such authorization, shall cooperate with the Government in the negotiation with such subcontractor of an ac eptable patent rights clause; provided, however, that the Contractor shall in any event require the subcontractor to grant to the Government patent rights under Subject Inventions of no loss scope and on no less favorable teas than those which the Contractor has under such subcontracts, except that in no event shall the subcontractor be required to grant to the Government patent rights in excess of those herein agreed to be granted to the Government by the Contractor. (h) The Contractor shall, at the earliest practicable date, notify the Contracting Officer in writing of any subcontract containing a patent rights clause, furnish the Contracting Officer a copy of such clause, and notify the Contracting Officer when such subcontract is completed. It is understood that with respect to such subcontract clause, the Government is a third party beneficiary, and the Contractor hereby assigns to the Government all tho rights that the Contractor would have to enforce the subcontractor's obligations for the benefit of the Government with respect to Subject Inventions. The Contractor shall not be obligated to enforce the agreements of any (CWF Apr. 18, 158) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 subcontractor hereunder relating to Subject Inventions. (i) When the Contractor shows that it has been delayed in tho performance of this contract by reason of its inability to obtain in accordance with (g) above a suitable patent rights clause from a cual._fied subcontractor for any item,.or service required under this cc tract for which the Contractor itself does not have available f..?:ilities or qualified personnel, the Contractor's delivery dates s. l1 be extended for a period of time equal to the duration of such delay; and, upon request of the Contractor, the Contracting Officer shall determine to what extent, if a iy, an additional extension of the delivery dates and an increase iri contract prices based upon additional cost incurred by such delay are proper under the circumstances; and the contract shall be modified accordingly. If the Contractor, after exerting all reasonable effort, is i, cle to obtain a qualified subcontractor as set forth above, the Ccntractor may submit to the Contracting Officer a written r~ .< ._:at for waiv r or modification of the requirement that a suitable patent rights clause be included in the subcontract. Such request shall specifically state that the Contractor has used all reasonable effort to obtain such qualified subcontractor, and shall cite the waiver or termination provision hereinafter set forth. If, within thirty-five (35) days after the date of receipt of such request for a waiver or modification of said requirenent, the Contracting Officer shall fail to deny in writing such request, the requirement shall be deemed to have been waived by the Government. If within such period the Contractor shall receive a written denVil of such request by the Contracting Officer, this contract shall thereupon automatically terr-1inate and the rights and obligations of the parties shall be govern- ed by the provisions of the clause of this contract providing for to:urination for the convenience of the Government. 21. GOVERN ENT PROPERTY (ASPR 13-503 AFPI 7-403.21) (a) The Government shall deliver to the Ccntractor, for use in connection with and under the terms of this contract, the property described in the Schedule or stecifications, together with such related data and information as the Contractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as "Government-furnished Property"). The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon, the expectation that Governrient- fu_rnished Property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet such delivery or performance dates. In the event that Government-furnished Property is not delivered to the Contractor by such time or times, the Contracting Officer shall, upon timely written request made by the Contractor, make a determination of the delay occassioned the Contractor and shall - 24 - (CPFF Apr. 18, '58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89BOO709R000400800033-1 equitably adjust the estinatod cost, fixes, fee, or delivery or performance dates; or all of then, and any other contractual provisions affected by such delay, in accordance with the procedures provided for in the clause of this contract entitled "Changes." In the event that Govern- r.iont-foc.rnishod Property is received by the Contractor in a condition pot suitable for the intended use, the Contactor shall, upon, receipt there:,-' notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (i) return such property at the Govorn:?.ent's expense or otherwise lispose of the property or (ii) effect repairs or nodifications. Upon coaplotion cf (i) or (ii) above, the Cc:.tracting Officer upon written requast of the Contractor shall equita:oly adjust the estimated cost, fixed fee, or delivery or performance dates, or :~11 of thou, and any other contractual provisi^n affected by the return or disposition, or the repair or .:codification, in accord- ance with the procedures provided for in the clause of this contract entitled "Changes." The foregoing provisions for adjustr.icnt are exclusive and the Government shall not be liable to suit for broach of contract by reason of any delay in delivery of Govornrrent-furnished Property or delivery of such property in a condition not suitable for its intended used (b) Title to all property furnished by the Government shall remain in the Govornrient, Title to all property purchased by the 6ontractor, for tho cost of which the Contractor is entitled to be rcirrbursod as a direct iter:i of cost under this contract, shall pass to and vest in the Gcverz:,rl;nt upon dclivory of such property by the vendor. Title to other prop-:rty, the cost of which is roiribursablo to the Contractor under this contract, shall pass to and v-,st in the Government upon (i) issuance for use of such property in the porfornanco of this contract, or (ii) co::.iencenent of processing or use of such property in the pcrf=:k.nco of this contract, or (iii) roinbursorlent of the cost thereof by the Government, whichever first occurs. All Government-furnished Property, tog.~thor with all property acquired by the Contractor title to which vests in the Goverment under this paragraph, are subject to the provisions of this clause and are hereinafter collectively reforrol to as "Government Property." (c) Title to the Government Property shall not be affected by the incorporation or attachment thereof to any property not owned by the Govornr:.ont, nor shall such Governrlcnt Property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty. The Contractor shall maintain adequate property control records of the Government Property and shall identify the Govertulent Property as such in accordance with the rcquirerients of the mr.tanual for Control of Government Property in Possession of Contractors" (Appendix R. Arr:ed Services Procureuent Regulation), as in effect on the date of the contract, which Manual is hereby incor- porated by reference and rude; a part of this contract. (CPFF Apr. 18, 1 58) Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 Sanitized Copy Approved for Release 2011/01/11: CIA-RDP89B00709R000400800033-1 (d) The Covernr`ent P^operty provided or furnished pursuant i the tc rT::s of this contract sh 1, other-,r-se ,xovided herein, be used .only for. the performance of this con"r__ct. ~e) The Contractor shall r:ainta.in aid adsyinister, in accdrdance with sound industrial practice, a progr:.r for the maintenance, repair, pro le-tion and preservation of G ,anent proper. ty, sn as to assure its full availability and usatiiess for the performance of this contract. The Contractor shall take all reasonable steps to comply with all appropriate directions or instructions which the Contracting Officer. r.'y prescribe as reasonably necessary for the protection of O~1erni- e.n't pr)perty. {f) {'_) The Contractor shall not be liable for any loss of or r?a-r a.r = t.--. the SovArrnent proper. ty, or for errenses incidental to such loss - r damage, except ?'r_ t the Contractor shall he responsible f5_" any such Loss or cdanaCe (including expenses incidental thereto) (r.) which res'.;d-ts from willf`L;1 ndsccnduct or lack of goad faith on the a.rt :'f any of the Contractor's directors or cffAcers, or on the part of and,. of its managers, superintendents, or other equivalent represen- t.).t=+.-; es whD have sup erv- s n i..n or direction of (7) all or substantially 1 of thy: Contr.ac ton's business, or (II) all or substantially 1 of the Contractors operations at any one slant or Separate location in which this ;tact: is being performed, or ( I ~.) al separate and C3Z1p7.ete rajor operation in connection with the performance of t'-i's contract; or (.) which results from a failurcir.n the part of the Contractor., due to the willful misconduct or lack of good faith or1 the par. t of any of its directors, officers, or other representatives r.. '~-cnec :;r~ ) in sub