Modification No. 92
Contract AT(29~1)~1106

c. As to which the Commission determines the domestic
preference to be inconsistent with the public interest; or

d. As to which the Commission determines the cost to the
Government to be unreasonable.

(The foregoing requirements are administered in accordance

with Executive Order No. 10582, dated December 17, 1954.)

ARTICLE XXV - SECURITY

lL.

Contractor's Duty to Safeguard Restricted Data and Other

Classified Information. In the performance of the work under
this contract the Contractor shall, in accordance with the
Commission's security regulations and requirements, be re~
sponsible for safeguarding restricted data and other classified
matter and protecting against sabotage, espionage, loss, and
theft, the classified documents, materials, equipment, pro-
cesses, etc., as well as such other material of high intrinsic
or strategic value as may be in the Contractor's possession
in connection with performance of work under this contract.
Except as otherwise expressly provided in the contract the
Contractor shall upon completion or termination of this con-
tract transmit to the Commission any classified matter

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Modification No. 92
Contract AT(29-1)-1106

disposition of all Government property coming ito the possession

of the Contractor under this contract. The system of accounts

employed by the Contractor shall be satisfactory to the Commission
and in accordance with generally accepted accounting principles
consistently applied.

Inspection and Audit of Accounts and Records. All books of

account and records relating to this contract shall be subject to
inspection and audit by the Commission at all reasonable times,
before and during the period of retention provided for in paragraph 4.
below, and the Contractor shall afford the Commission proper
facilities for such inspection and audit.

Audit of Subcontractors' Records. The Contractor also agrees,

with respect to any subcontracts (including lump sum or unit price
subcontracts or purchase orders) where, under the terms of the
subcontract, costs incurred are a factor in determining the amount
payable to the subcontractor of any tier, to conduct an audit of the
costs of the subcontractor in a manner satisfactory to the Commission

or to have the audit conducted by the next higher tier subcontractor

in a manner satisfactory to the Contractor and the Commission,
except when the Commission elects to waive such audit or approves

other arrangements for the conduct of the audit.

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SUBJECT

DISPUTES 42

SUBCONTRACTS AND PURCHASE ORDERS 43

PURCHASES FROM CONTRACTOR CONTROLLED
SOURCES 44

SAFETY, HEALTH AND FIRE PROTECTION
PERMITS

CONTRACTOR'S ORGANIZATION

LABOR

PATENTS

BUY AMERICAN ACT

oS OXKV SECURITY
XXVI COVENANT AGAINST CONTINGENT FEES
=o XXVIII OFFICIALS NOT TO BENEFIT
XXVIO TERMINATION
& * > XXIX CONTROL OF SS MATERIALS
XXX RENEGOTIATION
XXXI CLASSIFICATION
XXXIL UTILIZATION OF SMALL BUSINESS CONCERNS
XXXII SMALL BUSINESS SUBCONTRACTING PRO-~
GRAM

UTILIZATION OF CONCERNS IN LABOR
SURPLUS AREAS

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Contract AT(29~-1)-1106

responsibility for those items of property. "Plant Clearance
Period" means the period beginning with the effective date of
termination and ending 60 days after receipt by the Contracting
Officer of acceptable inventory schedules covering all items of
a particular property classification, such as raw materials,
purchased parts, and work in process of the Contractor's term-
ination inventory at any one Plant or location, or ending on such
later date as may be agreed to by the Contracting Officer and
the Contractor.

After receipt of a Notice of Termination, the Contractor shall
submit to the Contracting Officer, in the form, with the in-
formation and with the certification prescribed by the
Contracting Officer, a proposal for adjustment of the fixed fee
by reason of the termination so that such adjustment may be made
in accordance with paragraph 5.e. of this article. Such pro-
posal shall be submitted promptly but in no event later than 6
months after 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 6
months period or authorized extension thereof. However, if the
Contracting Officer determines that the facts justify such action,

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Modification No.92
Contract AT(29-1)-1106

be made to give all such small business concerns an op-~

portunity to compete over a period of time.

Maintain records showing (i) whether each prospective

subcontractor is a small business concern, (ii) procedures

which have been adopted to comply with the policies set
forth in this article and (iii) with respect to the letting of
any subcontract (including purchase orders) exceeding
$10,000, information substantially as follows:

(1) Whether the award went to large or small business

(2) Whether less than 3 or more than 2 small business
concerns were solicited.

(3) The reason for non-solicitation of small business if
such was the case.

(4) The reason for small business failure to receive the
award if such was the case when small business was
solicited.

The records maintained in accordance with (iii) above may

be in such form as the Contractor may determine, and the

information shall be summarized quarterly and submitted
by the purchasing department of each individual plant or

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Modification No. 92
Gontract AT(29-1-1106

Contingency reserves, provision ior.

Contributions and donations.

Depreciation in excess of that calculated by application of
methods approved for use by the Internal Revenue Service
under the Internal Revenue Code of 1954, as amended, in-
cluding the straight-line, declining balance (using a rate

not exceeding twice the rate which would have been used had
the depreciation been computed under the straight-line
method), or sum-of-+the-years-digits method, on the basis

of expected useful life, to the cost of acquisition of the
related fixed assets less estimated salvage or residual

value at the end of the expected useful life.

Dividend provisions or payments.

Entertainment costs, ‘except the costs of such recreational
activities for on-site employees as may be approved by the
Contracting Officer or provided for elsewhere in this contract.
Fines and penalties including assessed interest, resulting from
violations of, or failure of the Contractor to comply with
Federal, state, or local laws or regulations, except when in-
curred in accordance with the written approval of the
Contracting Officer or as a result of compliance with the

provisions of this contract.

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Modification No.92
Contract AT(29-1)-1106

of this article, be as agreed upon by the Contractor and the
Contracting Officer, which agreement shall be evidenced by a
written amendment to this contract. Failure of the parties to
agree upon such a fixed fee shall be treated as a dispute under
the article entitled "Disputes."

The Contractor may terminate performance of work under this
contract by giving at least one year's written notice to the
Contracting Officer prior to the effective date of such termin-
ation. Except as otherwise directed by the Contracting Officer,
upon such termination the Contractor shall take the same action
with respect to the terminated work as the Contractor would

be required to take under this article if termination has been
by the Government. In the event of termination by the Contractor
hereunder, full and complete settlement of all claims of the
Contractor with respect to the terminated work shall be made
under this article in the same manner as 1f the termination
were by the Government for its convenience. Termination by
the Contractor under this article shall be without prejudice to

any claims which the Contractor may have against the Government.

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Modification No, ‘92
Contract AT(29-1)-1106

Government property in the Contractor's possession or custody. Special
measures shall be taken by the Contractor in the protection of and ac-
counting for any classified or special materials involved in the perform-
ance of this contract, in accordance with the regulations and require-

ments of the Commission.

Risk of Loss of Government Property. Notwithstanding any other provi-

sion of this contract to the contrary, the Contractor shali not be liable

for loss or destruction of or damage to Government Property in the Con-
tractor's possession unless, (1) such loss, destruction or damage results
from wilful misconduct or lack of good faith on the part of the Contractor's
managerial personnel, or unless (2) such loss, destruction or damage
results from a failure on the part of the Contractor's managerial personnel
to take reasonable steps to comply with any appropriate speciffc, detailed,
self-contained written directives of the Contracting Officer to safeguard
such property under Paragraph 5. hereof; provided, that the Contractor's
liability with respect to (2) above shall be limited to two-thirds of the. total
fee to be paid to the Contractor for the period July 1, 1962 to June 30, 1967.
The term "Contractor's managerial personnel" as used herein means the
Contractor's directors, corporate officers, and the supervisory representa-
tive referred to in the article entitled "Contractor's Organization".

Steps to be Taken in Event of Loss. Upon the happening of any loss or

destruction of. or damage to Government property in the possession or
custody of the Contractor estimated to involve a cost in excess of
$500.00 the Contractor shall immediately inform the Contracting Officer
of the occasion and extent thereof. The Contractor shall take all reason-

able steps to protect the property remaining, and shall repair or re-

place the lost, destroyed, or damaged property, if and as directed

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Contract AT(29-1)-1106

f. Total of refunds paid to any employee will not exceed
$250 in any fiscal year.

g- Employee is not eligible to receive eduational assistance
under any applicable Veteran's Benefit Statute.

h. Refund shall be for tuition, laboratory fees and other
such fees directly related to enrollment in a course; the
cost of books, instruments, equipment, supplies and other
such items connected with instruction will not be refunded.

i. The refund shall be paid to the employee after the
completion of the particular semester, session or term,
as appropriate, provided that the employee shall have
submitted a certification from the institution that a grade
of ''B" or better was received by him in the particular
course or courses taken.

3. In addition to in-plant job training, as otherwise provided in
Paragraph 1. of this Section C., craft apprentices may be
enrolled by the Contractor in courses offered by the
International Correspondence School, to the extend that such
courses are approved by the Colorado State Board for
Vocational Education and meet basic standards as established

Revised by R.A. #49 - 4b - Appendix A, Attachment to
Effective September 1, 1965 Modification No. 92



Modification No. 92
Contract AT(29-1)-1106

4. Any amount which the Contractor refrains from paying pursuant to
this article which is ultimately required to be paid over to a taxing
authority as a lawful tax shall be an allowable cost under the contract.
In addition to the costs otherwise provided for in this contract, the
Commission will allow the Contractor all reasonable costs, including
but not necessarily limited to, attorneys’ fees (when the Contractor
engages counsel with the written approval of the Contracting Officer),
and penalties and interest, if any, incurred by the Contractor through
compliance with this article.

5. The Contractor further agrees to incorporate in all subcontracts and
purchase orders such provisions as are necessary to implement this
article.

ARTICLE XY - LITIGATION AND CLAIMS

1 Initiation of Litigation. If the Government requires the Contractor
to initiate litigation, including proceedings before administrative
agencies, in connection with this contract, the Contractor shall pro-
ceed with the litigation in good faith as directed from time to time by
the Contracting Officer.

2. Defense and Settlement of Claims. The Contractor shali give the

Contracting Officer immediate notice in writing of any action, in-
cluding any proceeding before an administrative agency, filed against

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Contract AT(29-1)-1106

shall fail to cure such default within a period of 30 days (or such
longer period as the Contracting Officer may allow) after receipt
from the Contracting Officer of a notice specifying the default,

or (ii) whenever for any reason the Contracting Officer shall
determine that such termination is in the best interests-of the
Government,i.e., for the convenience of the Government. Any
termination hereunder shall be effected by delivery to the
Contractor of a Notice of Termination specifying whether term-
ination is for the default of the Contractor or for the convenience
of the Government, the extent to which performance of work
under the contract is terminated, and the date upon which such
termination becomes effective. The Commission agrees that it
will grant to the Contractor in such notice as long a period to
wind up the work as it can reasonably and in good faith grant.

If, after a Notice of Termination of this contract for default is
given under (i) above, it is determined that the Contractor's
failure to perfarm or to make progress in performance is due to
causes beyond the control and without the fault or negligence of the
Contractor, including, but not restricted to, acts of God, acts of
the public enemy, acts of the Government, in either its sovereign

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Modification No, 92
Contract AT(29-~1)-1106

are developed by the Contractor under this contract, shall be subject
to inspection by the Commission at all reasonable times (for which
inspection the proper facilities shall be afforded the Commission by
the Contractor and its subcontractors), shall be the property of the
Government and may be used by the Government for any purpose
whatsoever without any claim on the part of the Contractor and its
subcontractors and vendors for additional compensation and shall,
subject to the right of the Contractor to retain a copy of said material
for its own use, be delivered to the Government, or otherwise dis-
posed of by the Contractor either as the Contracting Officer may from
time to time direct during the progress of the work or in any event

as the Contracting Officer shall direct upon completion or termina-
tion of this contract. The Contractor's right of retention and use shall
be subject to the security and patant provisions of this contract.
Unless otherwise authorized by the Contracting Officer, the
Contractor shall insert this article, including this paragraph 2, in

all its subcontracts and purchase orders under this contract,

The Contractor agrees that it will not knowingly include any copy-
righted material in any material furnished or delivered under this
contract without a written license or consent of the copyright owner,
unless specific written approval of the Commission for the inclusion
of such copyrighted material is secured.

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Modification No. 92
Contract AT(29-1)-1106

in accordance with the article of this contract entitled "Property";
provided, however, that where disposition 1s to be by sale to
third persons, the Contractor shall not be required to extend
credit to any purchaser; (viii) complete performance of such

part of the work as shall not have been terminated by the Notice
of Termination; and {ix) take such action as may be necessary,
or as the Contracting Officer may direct, for the protection

and preservation of the property related to this contract which

is in the possession of the Contractor and in which the Government
has or may acquire an interest. 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 of allowable cost, under this article.
Upon expiration of the plant clearance period, or such longer
time as the Contracting Officer may allow, the Contractor shail
submit to the Contracting Officer a list, certified as to quantity
and quality, of any or all items of Government-owned property
remaining in the Contractor's possession or custody. Within a
reasonable time thereafter, the Contracting Officer will instruct
the Contractor as to what disposition to make of such items and
upon making such disposition, the Contractor will be relieved of

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Contract AT(29-1)-1106

by the Federal Committee on Apprenticeship. The cost of
International Correspondence School courses, and the number
of apprentices enrolled in each course by the Contractor,
shall be subject to the prior written approval of the

Contracting Officer.

Revised by R.A. #49 -5- Appendix A, Attachment to
Effective September 1, 1965 Modification No. 92



Modification No. 92
Contract AT(29-1)-1106

nonaffiliated customer for such articles in the same quan-
tities, or (ii) the lowest net sales price at which equivalent
articles are available from other sources whichever is lower
in price, without further negotiation as to unit price. If the
Contractor does not meet this requirement, any excess cost
occasioned thereby is unallowable. The Contracting Officer
may require use of the equivalent articles available from other
sources at a lower price or the solicitation of competitive
bids from other suppliers of such articles. "Standard com-
mercial articles" are those produced by the Contractor in

the normal course of business, carried in stock or previously
manufactured on a production basis, and having catalog item
numbers and prices. 'Standard supplies" are those carried
in stock for use in normal operation,

All other articles produced or services performed by
Contractor-controlled sources shall be provided on the basis
of allowable cost without additional fee, and subject to the terms :
of this contract; provided, however, that if mutually agreed,
they may be furnished at fixed prices firmed at the outset;
provided, further that any such fixed prices shall be negotiated
on the basis of estimated allowable costs under this contract,

without profit.

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Modification No. 92
Contract AT(29-1)-1106

suits for damage for such public liability, provided that

the Commission's liability under all indemnity agreements

entered into by the Commission under Section 170 of the

Act, including this contract, shall not exceed $500, 000, 000,

including such reasonable costs, in the aggregate for each

nuclear incident, irrespective of the number of persons

indemnified in connection with this contract.

The public liability referred to in subparagraph a. of

this paragraph 3. is public liability which (i) arises out

of or in connection with the contractual activity; and (i1)

arises out of or results from:

(1) A nuclear incident which takes place at a contract
location; or

(2) A nuclear incident which takes place at any other
location and arises out of or in the course of the
performance of contractual activity under this con-
tract by the Contractor's employees, individual
consultants, borrowed personnel, or other persons
for the consequences of whose acts or omissions the
Contractor is liable, provided that such incident is

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Modification No. 92
Contract AT(29-1)-1106

Contractor has reason to believe that the total cost of the work
under: this contract (exclusive of the Contractor's fixed fee) will
be substantially greater or less than the total amount then obli-
gated by the Government under this contract, the Contractor shall

promptly notity the Contracting Officer in writing. The Contractor
shall also notify the Contracting Officer in writing when the ag-
gregate of expenditures and outstanding commitments allowable
under this contract, including the Contractor's fixed fee, is such
that the Contractor estimates that there are left available funds
sufficient only to continue operations for 90 days. When such
expenditures and outstanding commitments, including the
Contractor's fixed fee, equal 100% of such amount, the Contractor
shall make not further commitments or expenditures {except to
meet existing commitments) and shall be excused from further
performance of the work unless and until the Contracting Officer
thereafter shall increase the funds obligated with respect to this

contract,

Right to Terminate not Affected. The giving of any notice by either

party under this article shall not be construed to waive or impair
any right of either party to terminate the contract under the pro-~
visions of the article entitled "Termination".

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Modification No, 92
Contract AT(29-~1)-1106

the operation of the Plant on the terms and conditions hereinafter set
forth and the Contractor is willing to do so; and

WHEREAS, the parties desire to extend the term of the contract for five
years and to reflect their agreement on changes in various other pro-
visions of the contract; and

WHEREAS, the parties wish to incorporate their entire agreement into
this one document and its appendices; and

WHEREAS, this Supplemental Agreement is executed by the Commission
under the authority of the Atomic Energy Act of 1954, as amended.

NOW THEREFORE, the parties agree that, effective July 1, 1962,
Contract AT(29-1)-1106, together with its appendices, is amended to
read in its entirety as follows:

ARTICLE I - DEFINITIONS

As used in this contract:

lL The term "Contracting Officer" means the person executing this
contract on behalf of the Government, and any other officer or
civilian employee who is a properly designated Contracting Officer;
and the term includes, except as otherwise provided in this con-
tract, the authorized representative of a Contracting Officer
acting within the limits of his authority.

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ARTICLE XVII - SUBCONTRACTS AND PURCHASE ORDERS

7-(-E 2
Modification No. 92
Contract AT(29-1)-1106
grossly erroneous as necessarily to imply bad faith, or not sup-
ported by substantial evidence. In connection with any appeal pro-
ceeding under this article, the Contractor shall be afforded an
opportunity to be heard and to offer evidence in support of its appeal.
Pending final decision of a dispute hereunder, the Contractor shall
proceed diligently with the performance of the contract and in
accordance with the Contracting Officer's decision.
This "Disputes" article does not preclude consideration of law
questions in connection with decisions provided for in paragraph 1,
above; provided, that nothing in this contract shall be construed as

making final the decision of any administrative official, representa-

tive, or board on a question of law.

lL

When Subcontracts are Authorized - Requirements Applicable

to Subcontracts and Purchase Orders. The Contractor may, but

only when authorized by the Contracting Officer, enter into sub-
contracts in writing for the performance at the site of the work
described in Appendix B, "Scope of Work,'! of any part of the work
under this contract. Purchase orders shall not be entered into by H
the Contractor for items whose purchase is expressly prohibited

by the written directions of the Contracting Officer. The Government

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Modification No.92
Contract AT(29~=1)-1106

In arriving at the amount due the Contractor under this article
there shall be deducted (i) all unliquidated advance or other
unliquidated payments theretofore made to the Contractor, in-
cluding fixed fee payments received by the Contractor in excess

of the total fixed fee payable to the Contractor under this con-
tract pursuant to this article, (ii) any claim which the Government
may have had against the Contractor in connection with this
contract, and (iii) deductions due under the terms of this con~
tract, and not otherwise recovered or credited to the Government,
including, but not necessarily limited to, 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 article and not otherwise recovered by or
credited to the Government. Nothing contained in this para~
graph shall be construed to limit or effect any other remedies
which the Government may have as a result of default by the
Contractor.

In the event of a partial termination, the fixed fee to be paid to

the Contractor by the Commission for the work under the con-
tinued portion of the contract shall, unless covered by paragraph 5.e.

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Modification No. 92
Contract AT(29~-1)-1106

shall conform substantially to the language of this article, in-
cluding this paragraph 4., and to notify the Contracting Officer
of the names of such subcontractors.

ARTICLE XXXIV - UTILIZATION OF CONCERNS IN LABOR SURPLUS
AREAS,

It is the policy of the Government to place contracts with concerns which
will perform such contracts substantially in areas of persistent or sub-
stantial labor surplus, where.this can be done consistent with the efficient
performance of the contract, and at prices no higher than are obtainable
elsewhere. The Contractor agrees to use his best efforts to place his
subcontracts in accordance with this policy. In complying with the fore-
going and with paragraph 2. of the article entitled "Utilization of Small
Business Concerns," the Contractor in placing his subcontracts shall
observe the following order of preference: (1) persistent labor surplus
area concerns which are also small business concerns; (2) other per-
sistent labor surplus area concerns; (3) substantial labor surplus area
concerns which are also small business concerns; (4) other substantial
labor surplus area concerns; and (5) small business concerns which are
not labor surplus area concerns.

ARTICLE XXXV - LABOR SURPLUS AREA SUBCONTRACTING PROGRAM

lL The Contractor agrees to establish and conduct a program which
will encourage labor surplus area concerns to compete for subcon-

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CONTRACT BETWEEN THE UNITED STATES OF AMERICA
° TE AND

_---THE DOW CHEMICAL COMPANY

Contract AT(29-1)-1106

Modification No. 92

TABLE OF CONTENTS

SUBJECT . PAGE
1 DEFINITIONS 2
I STATEMENT OF WORK 3
e@ mI RELATIONSHIP OF PARTIES 3
Iv CHANGES 5
Vv TERM, ESTIMATES OF COST, OBLIGATION

OF FUNDS, FIXED FEE, AND FINANCIAL PLAN6

VI ALLOWABLE COSTS AND FIXED FEE . 10

vo PAYMENTS. AND ADVANCES 20

vIn ASSIGNMENT 25

ACCOUNTS, RECORDS, AND INSPECTION 25

EXAMINATION OF RECORDS 29

xI PROPERTY 30
a

XIr - DRAWINGS, DESIGNS, SPECIFICATIONS 35

REQUIRED BONDS AND INSURANCE -
EXCLUSIVE OF GOVERNMENT PROPERTY 37

TAXES 37

LITIGATION AND CLAIMS 40

wie

[_peraRTMent OF ENERGY DsCLassiFiCATION REVIEW |

| tsrnonewon fa9[Oh vasa icacinnaass |



UNITED STATES
ATOMIC ENERGY COMMISSION

P.O, BOX 5400
ALBUQUERQUE, NEW MEXICO

Modification No. 92
Supplemental Agreement
. Contract AT(29-1)-1106
SUPPLEMENTAL AGREEMENT

This SUPPLEMENTAL AGREEMENT, entered into this 21st day of
August, 1962, effective on the Ist day of July, 1962, by and between
THE UNITED STATES OF AMERICA (hereinafter called the "Govern-
ment"), represented by the UNITED STATES ATOMIC ENERGY COM-
MISSION (hereinafter called the 'Commission"), and THE DOW
CHEMICAL COMPANY (hereinafter called the "Contractor"), a corpor-

ation organized and existing under the laws of the State of Delaware,

WITNESSETH THAT:

WHEREAS, effective January 18, 1951, the parties entered into Contract
AT(29-1)-1106 for the management and operation by the Contractor of the
Commission's Rocky Flats Plant and the performance of related work;
and i
WHEREAS, the contract has been amended by Modifications Nos. 1

through 56, 58, 61 and 64, 66 through 71, 73 through 91; and

WHEREAS, the Commission desires to continue. to utilize the management,

engineering, scientific and manufacturing skills of the Contractor in



Modification No, 92
Contract AT(29-1)-1106

property in the performance of such subcontract or purchase order,
(iii) commencement of processing or use of such property in the
performance of such subcontract or purchase order, or (iv) pay-
ment of the cost thereof at the Government's expense, whichever
first occurs. An appropriate clause implementing the intent of

this paragraph will be incorporated in all subcontracts and purchase
orders. Property furnished by the Government and property pur-
chased or furnished by the Contractor, title to which vests in the
Government, under this paragraph are hereinafter referred to as
Government property. Title to Government property shall not be
affected by the incorporation of the property into or the attachment
of it to any property not owned by the Government, nor shall such
Government property, or any part thereof, be or become a fixture
or lose its identity as a personalty by reason of affixation to any
realty. ;

Identification and Marking. To the extent directed by the Contracting

Officer, the Contractor shall identify Government property coming
into the Contractor's possession or custody by marking or segre-
gation in such a way, satisfactory to the Contracting Officer, as
shall indicate its ownership by the Government. The Contractor
shall provide additional descriptive and identification marking of

raw materials and other property as the Contracting Officer may direct.
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Modification No. 92
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When the Commission shall determine that the Government
will probably be required to make indemnity payments under
the provisions of paragraph 3. above, the Commission shall
have the right to, and shall, collaborate with the Contractor
and any other person indemnified in the settlement or defense
of any claim and shall have the right (i) to require the prior
approval of the Commission for the payment of any claim

that the Commission may be required to indemnify hereunder,
and (ii) to appear through the Attorney General on behalf of
the Contractor or other person indemnified in any action
brought upon any claim that the Commission may be required
to indemnify hereunder, take charge of such action, and settle
or defend any such action. If the settlement or defense of
any such action or claim is undertaken by the Commission,
the Contractor shall furnish all reasonable assistance in
effecting a settlement or asserting a defense.

The Contractor or other persons indemnified shall immed-

iately give the Commission (i) written notice of any claim or

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Modification No.92
Contract AT(29-1)-1106

e. Include the "Utilization of Concerns in Labor Surplus Areas"

article in subcontracts which offer substantial labor sur~

plus area subcontracting opportunities.
A "labor surplus area conceru"' is a concern which will perform,
or cause to be performed, a substantial proportion of any con-
tract awarded to it in "Areas of Substantial Labor Surplus”
(also called "Areas of Substantial Unemployment"), as desig~
nated by the Department of Labor. A concern shall be deemed
to perform a substantial proportion of a contract in a labor sur-
plus area if the costs that the concern will incur on account of
manufacturing or production performed in persistent or sub-
stantial labor surplus areas (by itself or its first-tier subcon-
tractors) amount to more than 50 per cent of the price of such
contract.
The Contractor further agrees to insert, in any subcontract
hereunder which may exceed $500,000 and which contains the
"Utilization of Concerns in Labor Surplus Areas|' article, pro-
visions which shall conform substantially to the language of
this article including this paragraph 3., and to notify the
Contracting Officer of the names of such subcontractors,

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Modification No.9Z
Contract AT(29=1)~1106

Materials, supplies and equipment, including freight, trans-
portation, material handling, inspection, storage, salvage,
and other usual expenses incident to the procurement, use
and disposition thereof, subject to approvals required under
other provisions of this contract.

Patents, purchased design, and royalty payments to the extent
expressly provided for under other provisions in this contract
or as approved by the Contracting Officer; and preparation

of invention disclosures,. reports, and related documents.
Personnel costs and related expenses incurred in accordance
with, and as specifically set forth in Appendix A or amend-
ments thereto.

Disposal of Government-owned property and the resto ration
or cleanup of site and facilities to the extent directed or
approved by the Contracting Officer.

Repair, maintenance, inspection and replacement of Government~
owned property, subject to the limitations set forth in other
provisions of this contract. ,

Subcontracts and purchase orders, including purchases from
Contractor-controlled sources, subject to approvals required
by other provisions of this contract.

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Modification No. 92
Contract AT(29-1)-1106

ARTICLE XXII - PATENTS

1.

Whenever any invention or discovery is made or conceived by
the Contractor or its employees or consultants in the course of
or under this contract, the Contractor shall furnish the Com-
mission with complete information thereon; and the Commission
shall have the sole power to determine whether or not and where
a patent application shall be filed, and to determine the dispo~
sition of the title to and rights under any application or patent
that may result; provided, however, that in the fields of light
metals and chemistry relating to the Contractor's business,
including equipment and instrumentation relating thereto, the

Contractor in any event shall retain at least a nonexclusive,

H
f
i
irrevocable, royalty-free license with the right to issue sub- }
i
licenses under such invention, discovery, application, or
patent, such license and sub-~licenses being limited to the

manufacture, use and sale for purposes other than use in the

production or utilization of special nuclear material or atomic
energy. Subject to the license and sub-licensing rights retained

by the Contractor as provided in this paragraph, the judgment

|
|

of the Commission on these matters shall be accepted as final;

~55-



Section A
Section B
Section C
Section D
Section E

Section F

Section G

Section H

Section A
Section B
Section C

Section D

Section A

Section B

Modification No, 92
Contract AT(29-1)-1106

Page No.
Part IV - Miscellaneous Benefits -
All Employees

Coverage 38
Recreation and Morale Benefits 38
Medical Facilities 38
Medical Examination 39 o
Plant Newspaper 39
Attendance at Outside Meetings and
Conferences 40
Safety Awards 40
Business Luncheons 40 i

Part V - Transportation, Travel and i

Living Expenses i

Definitions and General Provisions 42 i
Travel on Official Business 43
Living Expenses 44 i
Transportation of Dependents and Personal
Effects . 44

Part VI - Insurance and Pensions
Group Insurance 47
Pension and Profit Sharing Plan 49

. Appendix A
ili Table of Contents

|



Modification No. 92
Contract AT(29-1)-1106

9. Nothing in this article shall waive or be deemed to waive the
conditions of financial settlement required by paragraph 6.
of the article entitled "Payments and Advances."

ARTICLE XXIX - CONTROL OF SS MATERIALS

As used in this article, the term "SS Materials" is a collective term
which includes source material, special nuclear material and those
other materials to which, by direction of the General Manager of the
Commission, the provisions of Part 7400 of the AEC Manual apply.
The Contractor shall, in a manner satisfactory to the Commission,
establish accounting and measurement procedures, maintain current
records and institute appropriate control measures for SS Materials
in its possession commensurate with the national security and the
economic value of the SS Materials. Transfers of SS Materials will
not be made without prior written approval of the Commission.
Except as otherwise authorized by the Commission, SS Materials in
the Contractor's possession, custody, or control shall be used only
for furtherance of the work under this contract. The Contractor
shall be responsible for the control of such SS Materials in accord~
ance with Part 7400 of the AEC Manual and shall make a part of each
applicable purchase order, subcontract, and other commitment which

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Modification No. 92
Contract AT(29-1-1106

4. It is recognized that during the course of the performance of work
under this contract or subsequent thereto, the Contractor, its em-
ployees, or its subcontractors may from time to time desire to
publish, within the limits of security requirements, information
regarding technical or scientific developments achieved in per-

" formance of the work. In order that public disclosure of such
information will not adversely affect the patent interest of the
Commission, patent approval for release shall be secured from
the Commission prior to any such publication.

ARTICLE XIII - REQUIRED BONDS AND INSURANCE - EXCLUSIVE
OF GOVERNMENT PROPERTY

The Contractor shall procure and maintain such bonds and insurance as
are required by law or by the written direction of the Contracting Officer.
The terms of any such bond or insurance policy shall be submitted to the
Contracting Officer for approval. In view of the provisions of the article
entitled "Property", the Contractor shall not procure or maintain for its
own protection at the cost of the Government any insurance (including
self-insurance or reserves) covering loss or destruction of or damage to
Government-owned property.
ARTICLE XIV - TAXES
1 The Contractor agrees to notify the Contracting Officer promptly
of:

~37-



Modification No.92
Contract AT(29-1)-1106

ARTICLE XXII - LABOR

lL

Ejight-hour Law of 1912 - Overtime Compensation. This 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 pro-
visions and exceptions of said law:

No laborer or mechanic doing any part of the work contemplated
by this contract, in the employ of the Contractor or any sub-
contractingfor any part of said work contemplated, shall be re-
quired or permitted to work more than 8 hours in any one calendar
day upon such work, except upon the condition that compensation is
paid to such laborer or mechanic in accordance with the provisions
of this paragraph 1. The wages of every laborer and mechanic
employed by the Contractor or any subcontractor engaged in the
performance of this contract shall be computed on a basic day rate
of 8 hours per day; and work in excess of 8 hours per day is per-
mitted only upon the condition that every such laborer and mechanic
shall be compensated for all hours worked in excess of 8 hours per
day at not less than one and one~half times the basic rate of pay.
For each violation of the requirements of this paragraph 1., a

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Modification No. 92
Contract AT(29-1)-1106

and is otherwise subject to the Walsh-Healey Public Contracts
Act, as amended (41 U.S. Code 35-45), there are hereby incor~
porated by reference all representations and stipulations re-
quired by said Act and regulations issued thereunder by the
Secretary of Labor, such representations and stipulations

being subject to all applicable rulings and interpretations of

the Secretary of Labor which are now or may hereafter be in
effect.

Davis-Bacon Act. Upon request of the Commission and accept-
ance thereof by the Contractor, the Contractor shall procure by
subcontract the construction of new facilities or the alteration
or repair of Government-owned facilities at the plant. Any
subcontract entered into under this paragraph shall be subject
to the written approval of the Commission and shall contain the
provisions relative to labor and wages required by law to be
included in contracts for the construction, alteration, and/or
repair, including painting and decorating, of a public building or
public work. If it becomes necessary for the Contractor to
perform some work under this contract that is within the scope
of the Davis-Bacon Act, the Contractor will comply with all pro-
visions of such Act in the performance thereof.

-54-

Eee



Modification No, 92

Contract AT(29-1)-1106
penalty of $5.00 shall be imposed for each laborer or mechanic for
every calendar day in which such employee is required or permitted
to labor more than 8 hours upon said work without receiving com-
pensation computed in accordance with this paragraph l., and all
penalties thus imposed shall be withheld for the use and benefit
of the Government.

Nondiscrimination in Employment. In connection with the perform-

ance of work under this contract, the Contractor agrees as follows:
a. The Contractor will not discriminate against any employee
or applicant for employment because of race, creed, color
or national origin. The Contractor will take affirmative
action to ensure that applicants are employed, and that em-
ployees are treated during employment, without regard to
their race, creed, color, or national origin. Such action
shall include, but not be limited to, the following: employment,
upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms
of compensation; and selection for training, including appren-
ticeship. The Contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices
to be provided by the Contracting Officer setting forth the pro-

visions of this nondiscrimination provision.

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Modification No. 92
Contract AT(29~1)-1106

ARTICLE XXXIII - SMALL BUSINESS SUBCONTRACTING PROGRAM

1.

The Contractor agrees to establish and conduct a small business
subcontracting program which will enable small business concerns
to be considered fairly as subcontractors and suppliers under
this contract. In this connection, the. Contractor shall;

a. Designate a liaison officer who will (i) maintain liaison
with the Government on small business matters, (ii) super-
vise compliance with the "Utilization of Small Business
Concerns" article and (iii): administer the Contractor's
"Small Business. Subcontracting Program."

b. Provide adequate and timely consideration of the poten-
tialities of small business concerns in all "make-or-buy"
decisions.

Cc. Assure that small business concerns will have an equit-
able opportunity to compete for subcontracts, particularly
by arranging solicitations, time for the preparation of bids,

quantities, specifications and delivery schedules so as to

Lt RRA SCHERER OAH OK

facilitate the participation of small business concerns.
Where the Contractor's lists of potential small business
subcontractors are excessively long, reasonable effort shall

-79-



(3)

(4)

Modification No, 92

Contract AT(29-1)-1106
not covered by any other indemnity agreement
entered into by the Commission pursuant to
Section 170 of the Act; or
A nuclear incident which arises out of or in the
course of transportation of source, special nuclear,
or by-product materials to or from a contract loca-
tion; provided such incident is not covered by any
indemnity agreement entered into by the Commission
with the transporting carrier, or with a carrier's
organization acting for the benefit of the transport-
ing carrier, or with a licensee of the Commission,
pursuant to Section 170 of the Act; or
A nuclear incident which involves items (such as
equipment, material, facilities, or design or other
data) produced or delivered under this contract, pro-
vided such incident is not covered by any other in-
demnity agreement entered into by the Commission

pursuant to Section 170 of the Act.

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Modification No. 92
Contract AT(29~1)-=1106

reserves the right at any time to require that the Contractor submit
any or all other contractual arrangements, including but not limited
to purchase orders or clauses of purchase orders, for approval,

and provide information concerning methods, practices, and pro-
cedures used or proposed to be used in subcontracting and purchasing.
The Contractor shall use methods, practices, or procedures in sub-
contracting and purchasing which are acceptable to the Commission.
Subcontracts and purchase orders shall not relieve the Contractor

of any obligation under this contract (including, among other things,
the obligation properly to supervise and coordinate the work of
subcontractors) and shall be in such form and contain such pro-
visions as are required by this contract or as the Contracting Officer
may prescribe.

Effect of Subcontracting on Fee. The subcontracting of a greater or lesser

epee igen “oP bReEHAA

part of the work under this contract than was contemplated at the time
the fee for a particular period was determined shall not entail any

adjustment in the Contractor's fixed fee for that period.

ARTICLE XVIII - PURCHASES FROM CONTRACTOR CONTROLLED i

1.

SOURCES .
Prior to awarding a purchase order to a division, department or
affiliate of the Contractor on the basis of competitive bids, the
Contractor shall obtain the review and approval of the Contracting

~44~



ARTICLE SUBJECT

XXXV LABOR SURPLUS AREA SUBCONTRACTING

PROGRAM 83
i

XXXVI PRIORITIES, ALLOCATIONS AND ALLOT-
MENTS 86

XXXVIL AVAILABILITY OF APPROPRIATED FUNDS 86

XXXVUI NUCLEAR HAZARDS INDEMNITY 86

XXXIX INTERPRETATION OF THIS MODIFICATION 93

-iii-



Modification No, 92
Contract AT(29~1)-1106

except as may be necessary for completion of such pértion of the
work under the contract as is not terminated; (izi) terminate all
purchase orders and subcontracts to the extent that they relate
to the performance of work terminated by the Notice of Termina-
tion; (iv) assign to the Government, in the manner and to the
extent directed by the Contracting Officer, all of the right, title,
and interest of the Contractor under the purchase orders or
subcontracts so terminated, in which case the Government shail
have the right, in its discretion, to settle or pay any or all claims
arising out of the termination of such purchase orders and sub-~
contracts; (v) with the approval or ratification of the Contracting
Officer, to the extent he may require, which approval or rati-
fication shall be final and conclusive for all purposes of this
article, settle all outstanding liabilities and all claims arising
out of such termination of purchase orders and subcontracts, the
cost of which would be allowable, in whole or in part, in accord-
ance with the provisions of this contract; (vi) prepare and furnish
the Contracting Officer with a list of Government-owned property
in the custody or possession of the Contractor, together with a
statement as to the location of such property; (vii) dispose of
Government-owned property as directed by the Contracting Officer

-67-

os


Modification No. 92
Contract AT(29-1)-1106

The Contractor will take such action with respect to any
subcontract or purchase order as the Commission may direct
as a means of enforcing such provisions, including sanctions
for noncompliance; provided, however, that in the event
the Contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such
direction by the Commission, the. Contractor may request
the United States to enter into such litigation to protect the
interests of the United States.
Notice of Labor Disputes. Whenever an actual or potential labor
dispute is delaying or threatens to delay the performance of the
work, the Contractor shall immediately notify the Contracting
Officer in writing. Such notice shall include all relevant informa-
tion concerning the dispute.and its background.
Convict Labor. In connection with the performance of work under
this contract, the Contractor agrees not to employ any person under-
going sentence of imprisonment at hard labor.

Walsh-Healey Public Contracts Act. If this contract is for the

manufacture or furnishing of materials, supplies, articles, or
equipment in an amount which exceeds or may exceed $10, 000.00

~53-



Contract AT{29-1)-1106

develop techniques for solution of operating problems and
to prepare participating employees for increased
responsibility. Training programs may include orientation,
job training, supervisory training, and executive develop-
ment. Such programs and the cost thereof shall be subject
to periodic review by the Commission. Special education
and training courses and research assignments calling for
attendance at educational institutions during the employees
scheduled work period shall require the prior written

approval of the Contracting Officer.

*2, Employees may be refunded 90 per cent of tuition costs for
courses started on or subsequent to September 1, 1965,
subject to the following conditions:

a. Courses are taken outside of working hours.
b. The courses are?
{1) Directly related to the individual employee's
current position or to a position to which he can
reasonably aspire; or .
(2) Required for attainment of a high school diploma;
or
*Revised by R.A. #49 - 4- Appendix A, Attachment to

Effective September 1, 1965 Modification No. 92



4.

Modification No.92
Contract: AT(29-1)-1106

Disposition of Records. Except as otherwise agreed upon by the

Government and the Contractor, all financial and cost reports,

books of account, and supporting documents, and other data evidenc-
ing costs allowable and revenues and other applicable credits under
this contract, shall be the property of the Government, and shall be
delivered to the Government or otherwise disposed of by the
Contractor either as the Contracting Officer may from time to time
direct during the progress of the work or in any event as the Con-
tracting Officer shall direct upon completion or termination of this
contract and final audit of all accounts hereunder. All other records
in the possession of the Contractor relating to this contract shall be
preserved by the Contractor for a period of 6 years after settlement
of the contract or otherwise disposed of in such manner as may be
agreed upon by the Government and the Contractor. The Contractor
shall, subject to the Commission security regulations and requirements,
and the other provisions of this contract, have the right to inspect and
at its own expense duplicate any records delivered or to be delivered

to the Government by the Contractor under this contract; provided,

however, that nothing in this paragraph 4. shall constitute any
commitment on the part of the Government to retain such records
for any period beyond the Commission's customary retention periods

for records of this type.



Modification No. 92
Contract AT (29-1)-1106

A release discharging the Government, and its officers,

agents, and employees from ali 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 incidental
thereto, based upon liabilities of the Contractor to
third parties arising out of the performance of this
contract; provided, that such claims are not known
to the Contractor on the date of the execution of the
release; and provided further, that the Contractor
gives notice of such claims in writing to the
Contracting Officer not more than six years after
the date of the release or the date of any notice to
the Contractor that the Government is prepared to
make final payment, whichever is earlier; and

(3) Claims for reimbursement of costs (other than ex~
penses of the Contractor by reason of any indemnifica-
tion of the Government against patent liability), including

-23-



Contract AT(29-1)-1106

D Educational Assistance Program for Degree Candidates

1.

*Revised by R.A. #83 to Mod. 92
Effective October 10, 1966

a.

Adjustment of Work Schedules

Under certain conditions, the work schedules of employees
may be adjusted in order for them to obtain course work
that is not available to them after working hours.. Three
major considerations will generally be used to appraise
individual situations:

a. To what extent would rescheduling the employee's work
hours affect operations of the department?

b. How will the additional education help the man with his
personal development?

c. How will it help him with respect to his work for Dow
at Rocky Flats?

Work schedules should be adjusted so that employees continue
working on a full-time basis if possible.

Educational Leave of Absence Without Pay

A request for an educational leave of absence without pay
shall be recommended by the employee's supervisor and
the employee's department head and have the approval of
the Employee Relations Manager. This recommendation
will include a statement of the willingness on the part of
the department head to reemploy, or the willingness of
another department head to reemploy where the other
department would be able to make better use of the em-
ployee's talents on reemployment.

b. The employee shall have at least two full years of full-
time employment by the Contractor at the Rocky Flats
Plant prior to the inception of the leave of absence.

c. The leave shall not exceed a maximum of two years.

~5a-
Appendix A



Modification No. 92
Contract AT(29-1)-1106

hh. Subcontracts. The Contractor agrees to insert in all subcontracts
and purchase orders it enters into involving the use of Government
property, furnished to or otherwise acquired by subcontractors or
vendors, provisions satisfactory to the Contracting Officer which
will enable the Contractor to meet the requirements of this article.
The Contractor further agrees to include in such subcontracts and
purchase orders a provision to the effect that if the subcontractor
is reimbursed for any loss or destruction of or damage to Government
property through insurance, or any other means, this reimbursement
will be paid to the Contractor for the account of the Government;
provided, however, that nothing in such provision shall affect any
other liability of ‘the subcontractor or vendor as to such property,
result in double payment by the subcontractor or vendor due to such
other liability or affect any limitation or certification in the sub-~
contract or purchase order with respect to insurance.

ARTICLE XII - DRAWINGS, DESIGNS, SPECIFICATIONS

1. All drawings, sketches, designs, design data, specifications, note-
books, technical and scientific data or information, and all photo-
graphs, negatives, reports, findings, recommendations, data, and
memoranda of every description relating thereto, as well as all
copies of the foregoing reiating to the work or any part thereof, which

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Modification No. 92
Contract No. AT(29-2)-1106

"End products" means those articles, materials, and
supplies which are to be acquired under this contract for
public use; and

A "domestic source end product" means (i) an unmanu-
factured end product which has been mined or produced in
the United States, and (ii) 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% of the costs of all its components. For the

purposes of this 1.c.(ii), components of foreign origin of
the same type or kind as the products referred to in 2.b.
orc. of this article shall be treated as components mined,

produced, or manufactured in the United States. i

The Contractor agrees that there will be used under this contract

(by the Contractor, subcontractor, materialmen, and suppliers)

only domestic source end products, except end products:

a.

db,

Which are for use outside the United States:
Which the Government determines are not mined, produced,
or manufactured in the United States in sufficient and rea-

sonably available commercial quantities and of a satisfactory

quality;
~59-

oe


Modification No. 92

Contract AT(29-1)-1106
it enters into under this contract appropriate terms and conditions for
the use of SS Materials and the responsibilities of the subcontractor or
vendor regarding control of SS Materials. In the case of fixed price
purchase orders, subcontracts, or other commitments, the terms and
conditions with respect to SS Materials shall also include the financial
responsibilities, if any, regarding such items as losses, scrap re-
covery, and product recovery.

ARTICLE XXX - RENEGOTIATION

If this contract is subject to the Renegotiation Act of 1951, as amended,
, the following provisions shall apply:

lL. This contract is subject to the Renegotiation Act of 1951,
as amended (P.L. 9, 82d Cong., 65 Stat. 7; P.L. 764,
83d Cong., 68 Stat. 1116; P. L. 216 84th Cong., 69 Stat.
447; P. L. 870, 84th Cong., 70 Stat. 786; 86th Cong., 72 Stat.
1789; 86th Cong., 73 Stat. 210) and shall be deemed to contain
all the provisions required by Section 104 of said Act.

2. The Contractor agrees to insert the provisions of this article
including this paragraph 2. in all subcontracts, as that term

is defined in Section 103(g) of the Renegotiation Act of 1951.

T7-



Modification No. 92
Contract AT(29-1)-1106

ARTICLE X - EXAMINATION OF RECORDS

pd Ll

The Contractor agrees that the Commission and the Comptroller
General of the United States or any of their duly authorized
representatives shall, until the expiration of 3 years after

final payment under this contract, have access to and the right

to examine any directly pertinent books, documents, papers, and
records of the Contractor involving transactions related to this
contract unless the Commission authorizes their prior disposition.
The Contractor further agrees to include in all his subcontracts
hereunder a provision to the effect that the subcontractor agrees
that the Commission and the Comptroller General of the United
States or any of their duly authorized representatives shall, until
the expiration of 3 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 unless the Commission
authorizes their prior disposition . The term "subcontract" as
used in this article excludes (a) purchase orders not exceeding
$2500; and (b) subcontracts or purchase orders for public utility
services at rates established for uniform applicability to the general
public,

~29--



APPENDIX A
CONTRACT AT(29-1)-1106
THE DOW CHEMICAL COMPANY
MODIFICATION NO. 92

PERSONNEL POLICIES
WAGE & SALARY SCHEDULES
TRANSPORTATION, TRAVEL AND LIVING EXPENSES AND
RELATED POLICIES

Table of Contents

- Introduction

Part I - General Provisions.

Section A Recruitment and Help- Wanted Advertising
Section B Consultants
Section C Training

Part II - Exempt and Non-Exempt
Salaried Employees

Section A Coverage
>. Section B Job Classifications (Positions) and Salary
Ranges -
Section C Hiring Rates
Section D Merit Increases (Non-Exempt Employees)
Section E Pay Adjustments Resulting from Promotions

and Job Re-evaluations (Non-Exempt Employees)

Section F Adjustment of Salary Ranges (Non-Exempt
Employees)
Section G Salary Adjustments (Exempt Employees)
Section H Progression Increases
Appendix A


10.

Modification No. 92
Tontract AT(29-1)-1106

Cost Information. The Contractor shall maintain current cost
eT

information adequate to reflect the cost of performing the work
under this contract at all times while the work is in progress, and
shall prepare and furnish to the Government such written estimates
of cost and information in support thereof as the Contracting
Officer may request.

Correctness of Estimates Not Guaranteed. Neither the Government

nor the Contractor guarantees the correctness of any estimate of
cost for performance of the work under this contract, and there
shall be no adjustment in the amount of the Contractor's fixed fee
by reason of errors in the computation of estimates or differences
between such estimates and the actual cost of performance of the

work.

ARTICLE VI - ALLOWABLE COSTS AND FIKED FEE

1,

Compensation for Contractor's Services. Payment for the allowable

cost as hereinafter defined, and of the fixed fee as provided in the
article entitled "Term, Estimates of Costs, Obligation of Funds,
Fixed Fee and Financial Plan", shall constitute full and complete
compensation for the performance of the work under this contract.
Allowable Gost. The allowable cost of performing the work under
this contract shall be the costs and expenses (less applicable in-
come and other credits) that are actually incurred by the Contractor

~10-



Modification No. 92
Contract AT(29-1)-1106

ARTICLE XXXI- CLASSIFICATION

In the performance of the work under this contract, the Contractor
shall assign classifications to all documents, material, and equipment
originated or generated by the Contractor in accordance with classi-
fication guidance furnished to the Contractor by the Commission.
Every subcontract and purchase order issued hereunder, involving the
origination or generation of classified documents, material, or equip-
ment, shall include a provision to the effect that in the performance of
such subcontract or purchase order the subcontractor or supplier shall
assign classifications to all such documents, material, and equipment
in accordance with the classification guidance furnished to such sub-
contractor or supplier by the Contractor.

ARTICLE XXXII - UTILIZATION OF SMALL BUSINESS CONCERNS

1, It 1s the policy of the Government as declared by the Congress
that a fair proportion of the purchases and contracts for sup-~
plies and services for the Government be placed with small
business concerns.

2. The Contractor agrees to accomplish the maximum amount of
subcontracting to small business concerns that the Contractor
finds to be consistent with the efficient performance of this con-

tract.

~78-

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Modification No. 92
Contract AT(29-1)-1106

tracts within their capabilities. In this connection, the Contractor

shall:

Designate a liaison officer who will (i) maintain liaison
with duly authorized representatives of the Government on
labor surplus area matters, (ii) supervise compliance with
the "Utilization of Concerns in Labor Surplus Areas"
article, and (iii) administer the Contractor's "Labor
Surplus Area Subcontracting Program";

Provide adequate and timely consideration of the poten-
tialities of labor surplus area concerns in all 'make-or-
buy" decisions;

Assure that labor surplus area concerns will have an
equitable opportunity to compete for subcontracts, par-
ticularly by arranging solicitations, time for the prepara-

tionof bids, quantities, specifications, and delivery sched-

ules so as to facilitate the participation of labor surplus

eae ern ag ot ngs sage od

area concerns;
Maintain records showing procedures which have been

adopted to comply with the policies set forth in this article;

and

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Modification No, 92
Contract AT(29-1)-1106

parties and the contract shall be modified in writing, accord-
ingly. Any claim by either party for an adjustment under this
article must be asserted in writing within 90 days from the date

of receipt by the Contractor of the notification of change unless,
within the said 90 days, the parties mutually agree to an extension
of time for asserting the claim. The parties agree to prosecute
in good faith any claim so made in the shortest possible time after
the notice of claim is filed. A failure to agree on an equitable
adjustment under this article shall be deemed to be a dispute
within the meaning of the article entitled "Disputes".

Work to Continue. Nothing contained in this article shall excuse
the Contractor from proceeding with the prosecution of the work in

accordance with the requirements of any direction hereunder.

r ARTICLE V - TERM, ESTIMATES OF COST, OBLIGATION OF FUNDS,

FIXED FEE, AND FINANCIAL PLAN

Term, The term of this contract shall be from January 18, 1951
through June 30, 1967, unless sooner terminated in accordance
with the provisions of the article entitled "Termination".

Estimate of Cost and Fixed Fee. The estimated cost of the work

under this contract for the period July 1, 1962 through June 30,
1963 is $ 38,476, 000.00, exclusive of the Contractor's fixed fee

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Modification No. 92
Contract AT(29-1)~1106

f. Include the Utilization of Small Business Concerns
article in subcontracts which offer substantial smail
business subcontracting opportunities.
g- Cooperate with the Contracting Officer in any studies
and surveys of the Contractor's subcontracting proce-
dures and practices that the Contracting Officer may from
time to time conduct.
h. Submit such information on subcontracting to small busi-
ness concerns as 1s called for by the Contracting Officer.
A '"'small business concern" is a concern that meets the pertinent
criteria established by the Small Business Administration and
set forth in paragraph 1-1.701 of the Federal Procurement
Regulations.
The Contractor agrees that; in the event he fails to comply with
his contractual obligations concerning the small business sub-~
contracting program, this contract may be terminated, in whole
or in part, for default.
The Contractor further agrees to insert, in any subcontract here-
under which may exceed $500,000 and which contains the a

"Utilization of Small Business Concerns" article, provisions which

i
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Modification No. 92
Contract AT(29-1)-1106

ARTICLE XXXIX - INTERPRETATION OF THIS MODIFICATION

Nothing contained in this Supplemental Agreement shall be deemed to
have application to any matters pertaining to the performance of
Contract AT(29-1)-1106 during the contract periods from January 18,
1951 through June 30, 1957, and from July 1, 1957 through June 30,
1962, it being understood that the rights of the parties as to such
matters during those periods shall be determined solely in accor-
dance with the provisions of Contract AT(29-1)~1106 for each such period.
The rights of the parties pertaining to the performance of Contract
No. AT(29-1)-1106 during the contract period commencing July 1, 1962,
shall be determined solely in accordance with the terms of this
Supplemental Agreement, as it may be amended, without reference
to, and without giving interpretative weight to, any provisions of the
contract covering periods prior to July 1, 1962. Any adoption by the
parties in this Supplemental Agreement of a different form, or any
omission of provisions contained in previous contractual documents

or addition of provisions not there contained, shall not be construed
so that the determination of any of the rights of the parties under

this Supplemental Agreement or the prior contractual documents is
affected by reason of such omissions or additions, or the adoption of
the different form.

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Modification No. 92
Contract AT(29-1)-1106

in the possession of the Contractor, or any person under the

Contractor's control in connection with performance of this con-

tract.

Regulations, The Contractor agrees to conform to all security

+ ssnaresnapeneana

regulations and requirements of the Commission.

Definition of Restricted Data. The term "Restricted Data,"

as used in this article, means all data concerning (i) design,
manufacture, or utilization of atomic weapons; (ii) the produc-
tion of special nuclear material; or (iii) the use of special
nuclear material in the production of energy, but shall not
include data de¢lassified or removed from the Restricted Data
category pursuant to Section 142 of the Atomic Energy Act of 195.

Security Clearance of Personnel. Except as the Commission

may authorize in accordance with the Atomic Energy Act of 1954,
the Contractor shall not permit any individual to have access to
Restricted Data until the designated investigating agency shall
have made an investigation and report to the Commission on the
character, associations, and loyalty of such individual and the
Commission shall have determined that permitting such person to
have access to Restricted Data will not endanger the common de-

fense and security. As used in this paragraph, the term

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Modification No.92
Contract AT(29~1)~1106

that the provisions of this article need not be inserted in subcon-
tracts and purchase orders for ordinary commercial materials or
equipment that are to be furnished "off-the-shelf", and as to such
subcontracts and purchase orders an indemnity provision, as set
forth below, in favor of the Government shall be obtained:

Patent Indemnity:

The Seller (or Subcontractor) agrees to indemnify the Buyer

and the Government, their officers, agents, servants, and

employees against liability of any kind (including costs and

expenses incurred) for the use of any invention or discovery
and for the infringement of any Letters Patent (not includ-
ing liability, arising pursuant to Section 183, Title 35, (1952)
U.S. Code, prior to the issuance of Letters Patent) occur-

@ ring in the performance of this purchase order (or sub-~

contract) or arising by reason of the use or disposal by or
for the account of the Buyer or the Government of items
manufactured or supplied under this purchase order (or
subcontract).
5. The Contractor hereby grants to the Government a perpetual roy-

alty-free non-exclusive, non-transferable license to directly, or

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Modification No. 92
Contract No. AT(29~1)-1106

Selling and distribution activities and related expenses not
applicable to the performance of this contract.

Storage of records pertaining to this contract after completion
of operations under this contract irrespective of contractual
or statutory requirement of the preservation of records.
Taxes, fees, and charges in connection with financing, refin-
ancing, or refunding operations, including the listing of
securities on exchanges; taxes which are paid contrary to the
article entitled "Taxes", taxes on income and excess profits;
and special assessments on Contractor-owned land which
represent capital improvement,

Travel expenses of the Contractor's responsible supervising
representative except to the extent that such travel is in

connection with work under this contract, and travel expenses

of the Contractor's officers, proprietors, executives, admin-
istrative heads, and other employees of the Contractor's central
office or branch office organizations concerned with the general
management, supervision, and conduct of ‘the Contractor's
business as a whole, except to the extent that particular

travel is in connection with the contract and approved by the
Contracting Officer.

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Modification No. 92
Contract AT(29-1)-1106

ARTICLE XXI - CONTRACTOR'S ORGANIZATION

lL.

Organization Chart. As promptly as possible after the execution
of this contract the Contractor shall furnish to the Contracting
Officer a chart showing the names, duties.and organization of key
personnel employed or to be employed in connection with the work,
and shall furnish from time to time supplementary information
reflecting changes therein.

Supervising Representative of Contractor. <A competent full time

resident supervising representative of the Contractor satisfactory
to the Manager of the Commission's Albuquerque Operations Office
shall be in charge of the work at the Plant.

Control of Employees. The Contractor shall be responsible for
maintaining satisfactory standards of employee competency,
conduct and integrity and shall be responsible for taking such dis-
ciplinary action with respect to his employees as may be necessary.
In the event the Contractor fails to remove any employee from the
contract work whom the Commission, after consultation and review
with the Contractor, deems to be incompetent, careless or insub-
ordinate, or whose continued employment on the work is deemed
by the Commission to be contrary to the public interest, the

Government reserves the right to require the Contractor to remove

the employee for cause.
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Modification No, 92

Gontract AT(29-1)-1106
records and accounts by the Commission and the
Committee for purposes of investigation to ascertain
compliance with such rules, regulations and orders.
In the event of the Contractor's noncompliance with the
nondiscrirmnination provisions of this contract or with any
of the said rules, regulations, or orders, this contract
may be canceled in whole or in part and the Contractor
may be declared ineligible for further Government con-
tracts in accordance with procedures authorized in
Executive Order No. 10925 of March 6, 1961, and such
other sanctions may be imposed and remedies invoked
as provided in the said Executive Order or by rule, regu~
lation, or order of the President's Committee on Equal
Employment Opportunity, or as otherwise provided by
law.
The Contractor will include the provisions of the fore-
going paragraphs a. through f. in every subcontract or
purchase order unless exempted by rules, regulations,
or orders of the President's Committee on Equal
Employment Opportunity issued pursuant to Section 303
of Executive Order No. 10925 of March 6, 1961, so that
such provisions will be binding upon each subcontractor

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Modification No. 92

Contract AT(29~-1)-1106
division to the Contractor's cognizant small business liai-
son officer. Such quarterly summaries will be considered
to be management records only and need not be submitted
routinely to the Government; however, records main-
tained pursuant to this article will be kept available for
review.
Notify the Contracting Officer before soliciting bids or
quotations on any subcontract (including purchase orders)
in excess of $10,000 if (i) no small business concern is to
be solicited, and (ii) the Contracting Officer's consent to
the subcontract (or ratification) is required by a
"Subcontracts" article in this contract. Such notice will
state the Contractor's reasons for nonsolicitation of small
business concerns, and will be given as early in the pro-
curement cycle as possible so that the Contracting Officer
may give SBA timely notice to permit SBA a reasonable
period to suggest potentially qualified small business con~
cerns through the Contracting Officer. In no case will the
procurement action be held up when to do so would, in the
Contractor's judgment, delay performance under the con-

tract.

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Modification No. 92
Contract AT (29-1)-1106

Subscriptions to trade, business, technical, and professional
periodicals, as approved by the Contracting Officer.

Taxes, fees, and charges levied by public agencies which the
Contractor is required by law to pay, except those which are
expressly made unallowable under other provisions of this
contract.

Utility services, including electricity, gas, water, steam, and
sewerage.

Establishment and maintenance of bank accounts in connection
with the work hereunder, including, but not limited to, service
charges, the cost of disbursing cash, necessary guards, cashiers,
and paymasters.

Bonuses and incentive compensation subject to the approval of
the Contracting Officer.

Travel, subsistence and basic salary of the Contractor's
employees not carried on the Plant payroll when such employees
travel away from their regular duty stations to perform work
under this contract with the prior written approval of the

Contracting Officer.

Examples of Items of Unallowable Costs. The following examples of

items of costs are unallowable under this contract to the extent in-

dicated:

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Modification No. 92
Contract AT(29-1)-1106

and the Contractor, for itself and for its employees and con-
sultants, agrees that the inventor or inventors will execute all
documents and do all things necessary or proper to carry out

the judgment of the Commission.

No claim for pecuniary award or compensation under the pro-
visions of the Atomic Energy Acts of 1946 and 1954 shall be
asserted by the Contractor or its employees or consultants with
respect to any invention or discovery made or conceived in the
course of or under this contract.

Except as otherwise authorized in writing by the Commission,

the Gontractor will obtain patent agreements to effectuate the
purposes of paragraphs 1. and 2. of this article from all persons
who perform any part of the work under this contract, except such
clerical and manual labor personnel as wil] not have access to
technical data.

Except as otherwise authorized in writing by the Commission,

the Contractor will insert in all subcontracts-and purchase orders,
including consultant agreements made hereunder, provisions
making paragraphs 1. through 4. of this article applicable to the
subcontractor or vendor and their employees; provided, however,

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Modification No, 92
AT(29-1)-1106

2. The term "Commission" means the United States Atomic Energy
Commission or any duly authorized representative thereof, includ-
ing the Contracting Officer except for the purpose of deciding an
appeal under the article entitled "Disputes".

3. Except as otherwise provided in this contract, the term ''sub-
contracts" includes purchase orders under this contract.

ARTICLE Il - STATEMENT OF WORK

The Contractor shall furnish the personnel, services, materials and
equipment (except such services, materials and equipment as are furn-
ished by the Government) necessary for the management and operations
of the Commission's Rocky Flats Plant and for the performance of the
other work described in Appendix B, "Scope of Work", which by this
reference is incorporated in and made a part of this contract.

ARTICLE Ill - RELATIONSHIP OF PARTIES

1 In the performance of the work the Contractor shall employ its
own policies, procedures and practices insofar as their use is
in accord with other provisions of this contract.

2. In order to achieve maximum utilization of the Contractor's tech-
nical and managerial capabilities in the performance of the work
under this contract, the Contractor may transfer people. into and

-3-



Modification No.92
Contract AT(29-1}-1106

The Contractor's fixed fee elsewhere provided for in
this contract shall be reduced to an amount equal to

that portion of the total fixed fee the Contractor would
have received but for such termination as the work
actually completed prior to receipt of the Notice of
Termination (as agreed upon by the Contractor and the
Contracting Officer) bears to all the work the Contractor
would have completed but for such termination. Sub-
ject to the provisions of paragraph 3. of this article,

a failure of the parties to agree under this subparagraph
5.e. shall be treated as a dispute under the article en-
titled "Disputes." If performance of the work under

the contract is terminated for the convenience of the
Government, the Contractor shall be paid a fixed fee

in an amount to be agreed upon as compensation to the
Contractor for its services in closing out the work under
this contract after the effective date of termination. If
performance of the work under the contract is terminated
for default of the Contractor, no payment on account of
the Contractor's fixed fee shall be made for services

rendered after the effective date of termination.

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Modification No. 92
Contract AT(29~1)-1106

Reports. The Contractor shall furnish such progress reports and

schedules, financial and cost reports, and other reports concern-

ing the work under this contract as the Contracting Officer may

from time to time require.

Inspections. The Commission shall have the right to inspect the
work and activities of the Contractor under this contract at such time
and in such manner as it shall deem appropriate.

Subcontracts. The Contractor further agrees to require the inclusion
of provisions similar to those in paragraphs 1. through this para-
graph 7. of this article in all subcontracts (including lump sum or
unit price subcontracts or purchase orders) of any tier entered into
hereunder where, under the terms of the subcontract, costs incurred
are a factor in determining the amount payable to the subcontractor.
Internal Audit. The Contractor agrees to conduct an internal audit
and examination satisfactory to the Commission of the records,
operations, expenses, and the transactions with respect to costs

claimed to be allowable under this contract annually and at such

i
i

other times as may be mutually agreed upon. The results of such
audit, including the working papers, shall be submitted or made
available to the Contracting Officer.

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Modification No, 92
Contract AT(29-1)-1106

In the event of termination of performance all, or any part

of the work under this contract, full and complete settlement

of all claims of the Contractor with respect to the terminated

work

a.

shall include the following:

The Government may, at the discretion of the Commission,
agsume and become liable for alJl obligations, commit-
ments, and claims that the Contractor may have thereto-
fore in good faith undertaken or incurred in connection
with the terminated work, the cost of which would be
allowable in accordance with the provisions of this con-
tract; and the Contractor shall, as a condition of receiv=
ing the payments mentioned in this article, execute and
deliver all such papers and take all such steps as the
Contracting Officer may require for the purpose of fully
vesting in the Government all the rights and benefits of
the Contractor under such obligations or commitments.
All costs and expenses allowable in accordance with this
contract, not previously paid to the Contractor, for the
performance of this contract prior to the effective date of
the Notice of Termination and such of these costs as may

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Modification No. 92
Contract AT(29~1)-1106

recover, the full amount of such commission, percentage,
brokerage, or contingent fee.

2. Subcontracts and Purchase Orders. Unless otherwise auth-

orized by the Contracting Officer in writing, the Contractor
shall cause provisions similar to the foregoing to be inserted
in all subcontracts and purchase orders entered into under this
contract.

ARTICLE XXVII - OFFICIALS NOT TO BENEFIT

No member of or delegate to Congress, or resident commissioner,
shall be admitted to any share or part of this contract, or to any
benefit that may arise therefrom; but this provision shall not be con-
strued to extend to this contract if made with a corporation for its
general benefit.

ARTICLE XXVIII - TERMINATION

1. The performance of work under this contract may be terminated
in accordance with this article by the Government, without pre-
judice to any claims which the Government may have against the
Contractor, in whole, or from time to tirne in part, (i) whenever
the Contractor shall default in performance of this contract in
accordance with its terms (including in the term "default" any
such failure by the Contractor to make progress in the prosecu-

tion of the work hereunder as endangers such performance), and



Modification No, 92
Contract AT (29-1)-1106

with any funds of the Contractor, or(ii) used fora purpose other
than that of making payments for costs allowable under this con-
tract or payments for other items specifically approved in writing
by the Contracting Officer. If the Contracting Officer shall at any
time determine that the balance on such bank account exceeds the
Contractor's current needs, the Contractor shall promptly make
such disposition of the excess as the Contracting Officer may direct.
Title to Funds Advanced. Title to the unexpended balance of any
funds advanced and of the bank account established pursuant to

this article shall remain in the Government and be superior to any
claim of lien of the bank of deposit or others. It is understood that
an advance to the Contractor hereunder is not a loan to the
Contractor, and will not require the payment of interest by the
Contractor, and that the Contractor acquires no right, title, or
interest in or to such advance other than the right to make expen-
ditures therefrom as provided in this article

Review and Approval of Costs Incurred. The Contractor shall

prepare and submit annually as of June 30, a voucher for the total
of net expenditures accrued (i.e., net costs incurred) for the period
covered by the voucher, and the Commission, after audit and

appropriate adjustment, will approve such voucher. This approval

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2.

Modification No, 92
Contract AT(29-1) +1106

ae The assessment or levy of any state or local tax (i) on pro-
perty of the United States in the Contractor's custody or
possession in connection with this contract, (ii) on any
alleged interest of the Contractor in ‘such property, (iii)
on the Contractor's use of such property, or (iv) measured
by the value of such property.

b. The imposition on or billing to the Contractor of any state
or local excise or privilege tax, including sales and use
taxes, gross receipts taxes, gross income taxes, franchise
taxes, occupation taxes, and similar taxes, the payment of
which the Contractor would claim to be an allowable cost
under this contract.

c. The assessment or levy, imposition on or billing to the
Contractor, of any tax from which exemption is granted by
Federal, state or local law, or which the Contractor believes
or the Contracting Officer has previously advised the Con-
tractor that the Commission believes, to be invalid under the
Constitution or laws of the United States or of a particular state.

The Contractor shall refrain from paying any of the foregoing taxes

until and unless authorized to do so in writing by the Contracting

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Modification No. 92
Contract AT(29-1}-1106

through contractors, practice in the Plant, and for the same pur-
poses in or at other facilities operated by or for the Commission,
but not elsewhere, all patented inventions, secret processes,
technical information and know~how of the Contractor which are
incorporated in the construction or operation of the Plant by the
Contractor; provided, however, the Contractor shall at the time
of incorporation of any such patented inventions, secret processes,
technical information or know-how specifically identify the same,
and the Commission's right to practice, directly or through
contractors, shall be limited as above set forth, unless the
secret processes, technical information or know-how are gern-
erally available to the public or have been made available to

the Commission from other sources.

ARTICLE XXIV - BUY AMERICAN ACT

i.

In acquiring end products, the Buy American Act (41 U.S. Code

10a-d) provides that the Government give preference to domestic

source end products. For the purpose of this article:

a. "“Gomponents" means those articles, materials, and sup-
plies which are directly incorporated in the end products;

-58-

SSNS


Discounts. The Contractor shall take and afford the Government

Modification No.92
Contract AT(29-1)-1106

reasonable expenses incidental thereto, incurred by

the Contractor under the provisions of this contract

relaing to patents.
In arriving at the amount due the Contractor under this paragraph 6,
there shall be deducted (a) any claim which the Government may have
against the Contractor in connection with this contract, and (b) de-
ductions due under the terms of this contract, and not otherwise
recovered by or credited to the Government. The unliquidated
balance of the Special Bank Account may be applied to the amount due
and any balance shall be returned to the Government forthwith.
Claims. Claims for credit against funds advanced or for payment
shall be accompanied by such supporting documents and justifications
as the Contracting Officer shall prescribe. It is the intent of this
paragraph to allow the Contracting Officer to require such justifi-
cation as may be necessary to reasonably support any individual
claim or claims, but it is not intended to disturb or change generally
the Contractor's system of maintaining records if that system isin

accordance with the Contractor's normal practice.

the advantage of all known and available cash and trade discounts,
rebated, allowances, credits, salvage, and commissions unless the

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Modification No. 92
Contract AT(29-1)-1106

action against the Contractor or other person indemnified
as to which the indemnification obligations of the Commission
under this article may appiy, and (ii) copies of all pertinent
papers received by the Contractor or other person indemn-
ified relating to such claim or action. If the settlement
or defense of any such action or claim is undertaken by the
Commission, the Contractor shall furnish all reasonable
assistantce in effecting a settlement or asserting a defense.
Where any such action is not covered by a policy of insur-
ance, the Contractor or other person indemnified shall
proceed with the defense of such action in good faith if
notified in writing by the Commission that the Commission
does not elect to defend such action.
The indemnity provided by this article shall not apply to public
liability arising out of or in connection with any activity which is
performed at a licensed facility, and which is covered by a
Commission indemnity agreement authorized by Section 170 of the
Act.
The obligations of the Commission under this article shall not be
affected by any failure on the part of the Contractor to fulfill its

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Modification No. 92
Contract AT(29-1)-1106

Officer of the bid solicitation, evaluation and proposed awards.

In all such cases in which the Contractor has design responsibility,

the Contractor shall prepare proper specifications, drawings, and

such other data as may be necessary, ona basis which will permit
fair and open competition and orderly and timely procurement with
relation to the work.

The Contractor may procure on.a negotiated basis, subject to the

limitations in this paragraph and subparagraph a. or b. as applic-

able, materials, supplies, equipment, or services manufactured
or sold by the Contractor's divisions, departments, or affiliates
from such divisions, departments, or affiliates; provided, however,
that unless otherwise authorized by the Contracting Officer, no such
procurement shall be made by the Contractor without prior written
approval of the Contracting Officer.

a. Standard commercial articles and standard supplies (of
Contractor-controlled sources, other than those manufactured
or produced within the contracting component) which have
published unit prices of less than $100.00, or such higher
amount as may be approved by the Contracting Officer, may
be transferred and charged at amounts not in excess of (i)
the net sales price concurrently charged the most favored

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Modification No. 92
Contract AT(29-1)-1106

ARTICLE XXXVI - PRIORITIES, ALLOCATIONS AND ALLOTMENTS

The Contractor shall follow the provisions of DMS Regulation 1] and all
other applicable regulations and orders of the Business and Defense
Service Administration in obtaining controlled materials and other
products and materials needed to fill this contract.

ARTICLE XXXVII - AVAILABILITY OF APPROPRIATED FUNDS

The duties and obligations of the Government hereunder calling for the
expenditure of appropriated funds shall be subject to the availability
of funds appropriated by the Congress which the Commission may le-
gally spend for such purposes.

ARTICLE XXXVIII - NUCLEAR HAZARDS INDEMNITY

lL. This article is incorporated into this contract pursuant to the

authority contained in Section 170 of the Atomic Energy Act of

1954, as amended (hereinafter called the Act).

a. The definitions set out in the Act shall apply to this
article.

b. The term "contract location'' means any Commission
facility, installation or site at which contractual activity
under this contract is being carried on, and any Contractor-

owned or controlled facility, installation, or site at which

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Modification No. 92
Contract AT(29-1)-1106

It is further agreed that, if the Contractor has complied with

the security regulations and requirements of the Commission

as it has agreed to do under the first two paragraphs of this
article, as to the matter covered by such regulations or re-~
quirements, such compliance should be deemed performance of
this article.

Nothing in this article shall be deemed to extend the Contractor's

liability for Government-owned property, as such liability is
to be found in the article of this contract entitled "Property." i

ARTICLE XXVI - COVENANT AGAINST CONTIGENT FEES :

1.

Warranty - Termination or Deduction for Breach. The a

Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure this contract upon an
agreement or understanding for a commission, percentage,
brokerage or contingent fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained
by the Contractor for the purpose of securing business. For
breach or violation of this warranty, the Government shall have
the right to annul this contract without liability or in its discre-

tion to deduct from the contract price or consideration, or otherwise

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Modification No. 92
Contract AT(29-1)-1106
the Contractor is engaged in the performance of con-
tractual activity under this contract.

2. Except as hereafter permitted or required in writing by the
Commission, the Contractor will not be required to provide or
maintain, and will not provide or maintain at Government ex-
pense, any form of financial protection to cover public liability.
The Commission may at any time require in writing that the
Contractor provide and maintain financial protection of such
a type and in such amount as the Commission shall determine
to be appropriate to cover public liability arising out of or in
connection with the contractual activity, provided that the costs
of such financial protection will be reimbursed to the Contractor
by the Commission.

3. a. To the extent that the Contractor and other persons indem-
fied are not compensated by any financial protection
permitted or required by the Commission, the Commission
will indemnify the Contractor, and other persons indemn-
ified, against (i) claims for public liability as described in
subparagraph b. of this paragraph 3. and (ii) the reasonable
costs of investigating and settling claims, and defending

=87-



~

4.

Modification No. 92
Contract AT(29-1)-1106

Disposition. The Contractor shall make such disposition of

Government property which has come into the possession or custody

of the Contractor under this contract as the Contracting Officer shall

direct. When authorized in writing by the Contracting Officer during

the progress of the work or upon completion or termination of this

contract, the Contractor may, upon such terms and conditions as

the Contracting Officer may approve, sell, or exchange such property, |
or acquire such property at a price agreed upon by the Contracting i
Officer and the Contractor as the fair value thereof. The amount
received by the Contractor as the result of any disposition, or the
amount of the agreed fair value of any such property acquired by

the Contractor, shall be applied in reduction of costs allowable under
this contract, or shall be otherwise credited to the account of the
Government, as the Contracting Officer may direct. Upon com-
pletion of the work or the termination of this contract, the Contractor
shall render an accounting, as prescribed by the Contracting Officer,
of all Government property which has come into the possession or
custody of the Contractor under this contract.

Protection of Government Property Including Classified Materials.

The Contractor shall take all reasonable precautions, as directed
by the Contracting Officer, or in the absence of such directions, in

accordance with sound industrial practice, to safeguard and protect



Modification No. 92
Contract AT(29=1)-1106

Contractor and may be increased or decreased by written agree-
‘ment of the parties (whether or not by formal modification of
this contract).

5. Limitation of Obligation. Payments on account of costs shall
not in the aggregate at any time exceed the amount of funds

eo presently obligated hereunder less the Contractor's fixed fee.

6. Financial Plan. From time to time the Contracting Officer and
the Contractor will agree upon a financial plan. The Contractor
agrees to use its best efforts to keep allowable expenditures and

commitments under the contract within such program cost levels

as are included in the then current financial plan. Such financial

plan shall indicate such items, if any, as are limitations to be

Q

f followed by the Contractor. Whenever it becomes apparent that

SS ALAR RA AASe en PORNO AN

any such program cost level will be exceeded, the Contractor will

inform the Contracting Officer of this and of the Contractor's

estimate of the amount of such excess.

7. Notice of Cost Approaching Funds Obligated - Contractor Excused

Pending Increase When Obligation is Reached. Whenever the j



Modification No. 92 °
Contract AT(29~-1)-1106

ARTICLE XIX - SAFETY, HEALTH AND FIRE PROTECTION

The Contractor shall take all reasonable precautions in the performance
of the work under this contract to protect the health and safety of em-
ployees and of members of the public and to minimize danger-from all
hazards to life and property, and shall comply with all health, safety
and fire protection regulations and requirements (including reporting
requirements) of the Commission. In the event that the Contractor fails
to comply with said regulations or requirements of the Commission,

the Contracting Officer may, without prejudice to any other legal or
contractual rights of the Commission, issue an order stopping all or
any part of the work; thereafter a start order for resumption of work may
be issued at the discretion of the Contracting Officer. The Contractor
shall make no claim for compensation or damages by reason of or in
connection with such work stoppage.

ARTICLE XX - PERMITS

Except as otherwise directed by the Contracting Officer, the Contractor

shall procure all necessary permits or licenses and abide by all applic-
able laws, regulations and ordinances of the United States and of the
State, territory and political subdivision in which the work under this

contract is performed.



Modification No. 92
Contract AT(29-1)-1106

for performance of such work. The Contractor's fixed fee for per-
formance of the work during the period July 1, 1962 through June 30,
1963, is $1,212,000. The Contractor shall also receive a fixed fee
for- performance of work in subsequent periods during the term of this
contract, each such fee to be based upon the work to be performed in
the period invoived and to be as negotiated and determined prior to the
start of the period involved or at such later time.as the parties may
agree. If the aforementioned determination has not been made prior
to the start of the period involved, the Contractor shail continue to
receive monthly payments on account of fixed fee at the rate in effect
during the prior period. Appropriate adjustment will be made promptly
upon determination of the fixed fee for the new period.

Obligation of Funds. The Commission has obligated a total of One
Hundred Sixty-six Million Seven Hundred Seventeen Thousand Five
Hundred Dollars ($166,717, 500) under this contract for all purposes
since its inception.

Revised Obligation of Funds. The amount of funds obligated by

the Government under this contract may be increased unilaterally

from time to time by the Commission by written notice to the

-7-

vce gee nese ronnt



Modification No. 92
Contract AT(29~1)-1106

the Contractor arising out of the performance of this contract, and
timely notice of any claim against the Contractor the cost and ex-
pense of which is allowable under the article entitled ''Allowable

Costs and Fixed Fee". Except as otherwise directed by the Contracting

Officer, in writing, the Contractor shall furnish immediately to the

Contracting Officer copies of all pertinent papers received by the
Contractor with respect to such action or claim. To the extent not
in conflict with any applicable policy of insurance, the Contractor

may with the Contracting Officer's approval settle any such action or

cee overcoming SAO RS ARR

claim, shall effect at the Contracting Officer's request an assignment
and subrogation in favor of the Government of all the Contractor's
rights and claims (except those against the Government) arising out
of any such action or claim against the Contractor, and if required
by the Contracting Officer, shall authorize representatives of the
Government to settle or defend any such claim or action and to
represent the Contractor in, or to take charge of, any action. If

the settlement or defense of an action or claim against the Contractor
is undertaken by the Government, the Contractor shall furnish all
reasonable assistance in effecting a settlement or asserting a defense.
Where an action against the Contractor is not covered by a policy of
insurance, the Contractor shall, with the approval of the Contracting

-41-



Modification No, 92
Contract AT(29-1)-1106

y: Cost of any actions with respect to which the Contractor fails
to secure prior or advance approval or authorization where such
approval or authorization is required by any provision of this
contract , unless such actions are subsequently ratified by
the Contracting Officer.

ARTICLE VII - PAYMENTS AND ADVANCES

1. Installments of Fixed Fee. Except as otherwise provided for in the

. article entitled "Termination," the fixed fee provided for in the article
entitled "Term, Estimates of Costs, Obligation of Funds, Fixed Fee,
and Financial Plan," shall be paid in 12 equal monthly installments as
they accrue during each year within the term of this contract.

2. Payments on Account of Allowable Costs and Fixed Fee. Payments for

(i) allowable costs, {ii) the Contractor's fixed fee, and (iii) other items
specifically approved” in writing by the Contracting Officer, shall be
e made from advances of Government funds,

3. Special Bank Account - Use. All advances of Government funds shall

be made by check payable to the Contractor and shall be deposited
only in a Special Bank Account or Accounts, established by an
Agreement for Special Bank Account in the form and containing
the provisions set forth in Appendix C of this contract, The
Contractor shall likewise deposit in the Special Bank Account any
other revenues received by the Contractor in connection with the

work under this contract, other than the Contractor's fixed fee.

No part of the funds in the Special Bank Account shall be (i) "Sa Ls
- -20-



Modification No. 92
Contract AT(29-1)-1106

a. Advertising, except (i) help-wanted advertising, and (si) other
advertising (such as costs of participation in exhibits) approved
by the Contracting Officer as clearly in furtherance of work
performed under the contract.

b. Bad debts (including expenses of collection) and provisions for
bad debts arising out of other business of the Contractor.

e cc. Bidding expenses and costs of proposals except as approved
by the Contracting Officer.

d. Bonuses and similar compensation under any other name which
(i) are not pursuant to an agreement between the Contractor
and employee prior to the rendering of the servicesor an
established plan consistently followed by the Contractor; (1i) are
in excess of those costs which are allowable by the Internal

2 Revenue Gode and regulations thereunder; or (iii) provide total
compensation to an employee in excess of reasonable compensa-~
tion for the services rendered.

e. Central and branch office expenses of the Cortractor, except
as specifically set forth in the contract.

f. Commissions, bonuses and fees (under whatever name) in con-
nection with obtaining or negotiating for a Government contract
or a modification thereto.

-15-



Modification No. 92
Contract AT(29-1)-1106

out of the Rocky Flats Division, subject to the other terms of
this contract, taking every care to be as diligent about proper

staffing at Rocky Flats as it is in staffing its commercial in-

stallations,

For the reasons stated in paragraph 2. of this article, the
Contractor will, subject to the terms and conditions of this
contract, provide for an interchange of technical and other in~
formation in both directions between its Rocky Flats Division
and the parent Company.

The Contractor recognizes that the Commission is responsible
under the law for the conduct of the atomic energy program and
that the proper discharge of the Commission's responsibilities
requires that it shall have the power to exercise control over

the contract work and full access to information concerning the
Contractor's performance of such work.

The Commission recognizes that the Contractor is an established
industrigl organization with proved capabilities both technical
and administrative and the Commission and the Contractor recog-
nize that the proper discharge of the Contractor's responsibil-
ities requires that the Contractor shall exercise its initiative,
ingenuity and know-how in performing the contract work.

-4-



Modification No.92
Contract AT(29-1)-1106

he may review and act upon any such proposal at any time
after such 6 months period or any extension thereof. Upon
failure of the Contractor to submit its proposal within the
time allowed, the downward adjustment, if any, to be made in
the Contractor's fixed fee by reason of the termination shall
be as the Contracting Officer may determine on the basis of
information available to him, and the Contractor shall not
have any right of appeal under the article of this contract en-
titled "Disputes" from any such determination made by the
Contracting Officer.

If performance of all or any part of the work under this con-
tract is terminated for default of the Contractor, the
Government or its designee may enter upon the premises
occupied by the Contractor and take possession of all
Government-owned materials, tools, machinery, equipment,
and appliances used in the performance of the work so term-
inated which may be in the possession or custody of the
Contractor and of all options, privileges, and rights of the
Contractor with respect to such terminated work, and may
complete or employ any other person or persons to complete

the work.

-~70-

SOND


aay

Modification No.92
Contract AT(29-1)-1106

Contracting Officer finds that such action is not in the best interest
of the Government.

9. Revenues. All revenues, other than the Contractor's fixed fee,
-accruing to the Contractor in connection with the work under this
contract shall be Government property and shall be deposited in
the Special Bank Account to be available for payment of allowable
cost under this contract.

10. Direct Payment of Charges ~- Deductions. The Government

reserves the right, upon 10 days' written notice from the Contracting
Officer to the Contractor, to pay directly to the persons concerned
all amounts due which otherwise would be allowable under this
contract. Any payment so made shall discharge the Government

of all liability to the Contractor therefor.

ARTICLE VIU - ASSIGNMENT~

Neither this contract nor any interest thereiz nor claim thereunder shall
be assigned or transferred by the Contractor except as expressly auth-
orized in writing by the Contracting Officer.

ARTICLE IX - ACCOUNTS, RECORDS, AND INSPECTION

le Accounts. The Contractor shall maintain a separate and distinct
set of accounts, records, documents, and other evidence showing
and supporting all allowable costs incurred, revenues or other

applicable credits, fixed fee accruals, and the receipt, use and

-25-



Modification No. 92
Contrat AT(29-1-1106

in the performance of the contract work in accordance with its
terms, that are necessary or incident thereto, and are determined
to be allowable pursuant to this paragraph 2. The determination of
the allowability of cost hereunder shall be based on: (i) reason-
ableness, including the exercise of prudent business judgment;

(ii) consistent application oft generally accepted accounting prin-
ciples and practices that result in equitable charges to the contract
work; and (iii) recognition of all exclusions and limitations set forth
in this article or elsewhere in the contract as to types or amounts
of items of cost (the amount determined to be unallowable due to
such limitations shall not exceed the excess cost caused by or the
excess expense incurred in the failure to observe the limitation).
Allowable cost shall not include cost of any item described as
unallowable in paragraph 4. of this article, except as indicated
therein. Failure to mention an item of cost specifically in
paragraph 3. or paragraph 4. shall not imply either that it is
allowable or that it is unallowable. If the Contracting Officer
determines that an item of cost is not allowable, he shall so

notify the Contractor in writing with the reasons therefor. The
question of allowability, unless disposed of by mutual agreement,
shall be disposed of in accordance with the article entitled

-ll-



3.

Modification No.92
Contract AT(29-1)-1106

Nothing in this contract shall be deemed to preciude an audit by

the General Accounting Office of any transaction under this contract.

ARTICLE XI - PROPERTY

1.

Furnishing of Government Property. The Government reserves

the right to furnish any property required for the performance

of the work under this contract.

Title to Property. Title to all property furnished by the Government

shall remain in the Government except as otherwise provided in this
article. Except as otherwise directed by the Contracting Officer,
title to all materials, equipment, supplies, and tangible personal
property of every kind and description purchased by the Contractor,
the cost of which is allowable as a direct item of cost under this
contract, shall pass directly from the vendor to the Government.
The Government reserves the right to inspect, and to accept or
reject, any item of such property. The Contractor shall make such
disposition of rejected items as the Contracting Officer shall direct.
Title to property, the cost of which is reimbursable under any cost-
type subcontract or purchase order entered into by the Contractor
under this contract shall pass to and vest in the Government upon

(i) purchase by the subcontractor or vendor specifically for use under
such subcontract or purchase order, (ii) issuance for use of such

=30-



APPENDIX A
CONTRACT AT(29-1)-1106
THE DOW CHEMICAL COMPANY
MODIFICATION NO. 92

PERSONNEL POLICIES
WAGE & SALARY SCHEDULES
TRANSRORTATION, TRAVEL AND LIVING EXPENSES AND
RELATED POLICIES

It is the intention of the parties generally to treat employees of the

Contractor engaged directly on the work hereunder no more and no

less favorably than employees engaged in the Contractor's commercial

operations.

The personnel policies, wage and salary schedules, and transportation,
travel and living expense policies set out in this Appendix A are the
policies of the Contractor which have been approved by the Commission
for application to this Contract for the purpose of determining certain
allowable costs as provided for in the Article of this Contract entitled
“Allowable Costs and Fixed Fee", and shall apply to all Contractor
employees regularly assigned to the Rocky Flats Plant, engaged in
work under this Contract irrespective of the place of performance

of work. However, failure to mention any item of cost in this Appendix
is not intended to imply that it is either allowable or unallowable.
Through the Contractor's own standard audit procedures and executive
review, the Contractor will take steps to ascertain that the policies and

procedures set forth in this Appendix A are carried out.


Modification No. 92
Contract AT(29-1)~1106)

obligation under this contract, and shall be unaffected by the
death, disability, or termination of existence of the Contractor
or by the completion, termination, or expiration of this con-
tract.

The parties to this contract enter into this article upon the con-
dition that this article may be amended at any time by the mutual
written agreement of the Commussion and the Contractor and
that such amendment may, by its express terms, provide that

it will apply to any nuclear incidents which occur thereafter.

The provisions of this article shall not be limited in any way by,
and shall be interpreted without reference to, any other article
of this contract (including the article entitled "Disputes");
provided, however, that the following provisions of this contract:
the articles entitled "Covenant Against Contingent Fees,"
"Officials Not to Benefit," "Assignment," and "Examination

of Records," and any provisions later added to this contract
which, under applicable Federal law, including statutes,
Executive orders and regulations, is required to be included in
agreements of the type contained in this article, shall apply to
this article.

“J2n



Modification No. 92
Contract AT(29-1)-1106

"Disputes" to the extent that article is by its terms applicable to the

question involved.

Examples of Items of Allowable Cost. Subject to the other provisions

of this article, the following examples of items of cost of work done

under this contract shall be allowable to the extent indicated:

Bonds and insurance including self-insurance, as provided in
the article entitled "Required Bonds and Insurance - Exclusive
of Government Property".

Communication costs, including telephone services, local and
long distance calls, telegrams, cablegrams, radiograms,
postage and similar items.

Consulting services (including legal and accounting), and re-
lated expenses, as approved by the Contracting Officer.
Litigation expenses, including reasonable counsel fees, in-
curred in accordance with the article entitled "Litigation and
Claims".

Losses and expenses (including settlements made with the con-
sent of the Contracting Officer) sustained by the Contractor in
the performance of the work under this contract and approved
by the Contracting Officer, except the lossess and expenses ex-

pressly made unallowable under other provisions of this contract.

-12-



Modification No. 92
Contract AT(29-1)-1106

SCHEDULES
Page No.
Schedule I Wage and Salary Schedule L
Schedule II Labor Agreement 10
Schedule III Overtime Chart ll
Schedule IV Pension and Profit Sharing Plan 14
-iv- Appendix A

Table of Contents



Contract AT(29-1)-1106

{3) Required for completion of the approved curriculum

developed for the particular employee leading toa

degree directly related to the employee's current

position or to a position to which he can reasonably

aspire. Courses not directly related to the

employee's current position or to a position to which

he can reasonably aspire may be authorized and

qualify for the refund if they are certified by the

assigned faculty advisor as required or qualifying

electives in the curriculum developed for the i
particular employee leading to a degree so directly i

related,

c. Employees shall be full-time employees vho have

i

completed six months employment with the Contractor at
Rocky Flats prior to the beginning of the course.
*d. Each course shall be approved by the Employee Relations
Manager or the Education Director,
e. Courses shall be by attendance at a Contractor approved
school, college, university or similar institution in the
Denver-Boulder area.

*Revised by R.A. #83 to Mod, 92 -4a- Appendix. A, Attachment to
Effective October 10, 1966 Modification No. 92


Modification No. 92
Contract AT(29-1)-1106

or contractual capacity, acts of another contractor in the per-
formance of a contract with the Government, fires, floods,
epidemics, quarantine restrictions, strikes, freight embargoes
and unusually severe weather or delays of subcontractors or
vendors due to any of such causes (unless the Contracting Officer

shall determine that the supplies or services to be furnished by

i
i
£
3
3
3

the subcontractor or vendor were obtainable from other sources

in sufficient time to permit the Contractor to meet the required
delivery schedule) the Notice of Termination shall be deemed to
have been issued under (ii) above and the rights and obligations
of the parties hereto shall, in such event, be governed accord-
ingly. The Contractor may treat as a dispute under the article
entitled "Disputes" its disagreement, if any, that it is in default,
to the extent that article is, by its terms, applicable to the
question involved.

After receipt of a Notice of Termination and except as otherwise
directed by the Contracting Officer, the Contractor shall (i)

stop work under the contract on the date and to the extent speci-
fied in the Notice of Termination; (ii) place no further purchase
orders or subcontracts for materials, services or facilities

~66-

oe


Modification No. 92
Contract AT(29-1)-1106

continue for a reasonable time thereafter with the approval
of or as directed by the Contracting Officer; provided, how-
ever, that the Contractor shall proceed as rapidly as prac--
tible to discontinue such costs. Reimbursement of such
costs and expenses shall not be dependent upon the liquida-
tion of assets.

So far as not included under b. above, the cost of paying
and settling claims arising out of the termination of work
under subcontracts or purchase orders, as provided in
paragraph 2 (v) above, which are properly chargeable to
the terminated portion of the contract.

The reasonable costs of settlement, including accounting,
legal, clerical, and other expenses reasonably necessary
for the preparation af the settlement claim and supporting
data with respect to the terminated portion of the contract
and for the termination and settlement of subcontracts ard
purchase orders thereunder, together with reasonable
storage, transportation and other costs incurred in con-
nection with the protection or disposition of Government-
owned property.

-72-



Modification No. 92
Contract AT(29-1)-1106

Government-furnished property, except to the extent that cash
payment therefor is required pursuant to procedures of the
Commission applicable to transfers of such property to the
Contractor from others.

Insurance (including any provision of a self-insurance reserve)
on any person where the Contractor under the insurance policy
is the beneficiary, directly or indirectly, and insurance against
loss of or damage to Gove rmment property as defined in the
article entitled "Property".

Interest, however represented, except interest incurred in
compliance with article entitled ''Taxes", bond discounts and
expenses, and costs of financing and refinancing operations.
Legal, accounting, and consulting services and related costs
incurred in connection with the ‘preparation of prospectuses,

preparation and issuance of stock rights, organization or re~

organization, prosecution or defense of antitrust suits, pro-

V0

secution of claims against the United States, contesting actions or
proposed actions of the United States, and prosecution or defense -
of patent-infringement litigation.

Losses (including litigation expenses, counsel fees, and settle~

|
|

ments) on, or arising from the sale, exchange, or abandonment

-17-

sa



Contract AT(29-1)-1106

Either party may at any time request that this Appendix A be revised and
the parties hereto agree to negotiate in good faith concerning any requested
revision. Revisions to this Appendix A shall be accomplished by written
modifications to the Contract, normally in the form of Reimbursement
Authorizations, signed by both parties to this Contract. Unless other-
wise approved by the Commission, the effective date of each such modi-
fication shall not precede the date on which the Contractor first requested
such Contract modification in writing. Execution of such a modification

by the General Manager, or higher authority, will be binding upon the
Contractor. For ease of reference, all such modifications are herein-

after referred to as Reimbursement Authorizations.

Appendix A, Attachment
to Modification No. 92
-2-



Modification No, 92
Contract AT(29-1)-1106

by the Commission will constitute and acknowledgment by the

Commission that the net costs incurred are allowable under the

contract and that they have been recorded in the accounts main-

tained by the Contractor in accordance with the Commission ac-

counting policies, but will not relieve the Contractor of respons-

ibility for the Commission's assets in its care, for appropriate

subsequent adjustments, or for errors later becoming known to

the Commission.

Financial Settlement. The Government shall promptly pay to the

Contractor the unpaid balance of allowable costs and fixed fee upon

termination of the work, expiration of the term of the contract, or

completion of the work and its acceptance by the Government after

(i) compliance by the Contractor with the Commission's patent

clearance requirements, and (ii) the furnishing by the Contractor of:

a. An assignment of the Contractor's rights to any refunds, rebates,
allowances, accounts receivable, or other credits applicable to
allowable costs under the contract;

b. A closing financial statement;

c. The accounting for Government~owned property required by the

article entitled "Property"; and

-22-



Modification No. 92
Contract AT(29-1)-1106

The Contractor will, in all solicitations or advertisements
for employees placed by or on behalf of the Contractor,
state that all qualified applicants will receive considera-
tion for employment without regard to race, creed, color,
or national origin.

The Contractor will send to each labor union or represen-
tative of workers with which he has a collective bargaining
agreement or other contract or understanding, a notice to
be provided by the Contracting Officer, advising the said
labor union or workers' representative of the Contractor's
commitments under this nondiacrimination provision, and
shall post copies of the notice in conspicuous places avail-
able to employees and applicants for employment.

The Contractor will comply with all provisions of
Executive Order No. 10925 of March 6, 1961, and of the

rules, regulations, and relevant orders of the President's

Committee on Equal Employment Opportunity created thereby.

The Contractor will furnish all information and reports

required by Executive Order No. 10925 of March 6, 1961,
and by the rules, regulations, and orders of the said Committee,
or pursuant thereto, and will permit access to his books,

51+ . |

a



e

Section I
Section J

Section K ©

Section L

Section M

Section N

Section O

Section P

Section Q

Section R

Section S

Section T

Section U

Section V

Section W

Section A

Section B

Section C

Section D

Modification No. 92
Contract AT(29-1)-1106

Page No.
Computation 3f Salary for Partial Pay Period 18
Shift Premium 19
Requirements for Commission Approval Respecting
Overtime 20
Computation of Overtime 22
Holidays 24
Vacation Leave 25
Sick Leave 29
Personal Leave 30
Military Service and Military Training 30
Separation Pay 32
Jury or Courty Duty 33
Voting Time 34
Supplemental Murit Plan 34
Summer Employment Program 34a
‘Overtime Meals 34b
Part Il - AU) Other Employees
Hourly- Paid Production and Maintenance and 35
Cafeteria Employees
Hourly Paid Plant Protection Employees 36
Requirements for Commission Approval Respecting 37
Overtime
Separation Pay 37
Appendix A

Table of Contents

ores onen tombe ne



9.

10.

Modification No. 92
Contract AT(29-1)-1106

by the Contracting Officer, but shall take no action prejudicial

to the right of the Government to recover therefor and shall furnish
to the Government, on request, all reasonable assistance in obtain-
ing recovery.

Replacement and Acquisition of Capital Facilities. The replacement

of any Government-owned structures, equipment and facilities made
necessary by normal wear and tear and estimated to involve an in-
crease in capital investmnet of more than $20,000.00, and the acqui-
sition and installation of any additional structures, equipment and
facilities estimated to cost in excess of $20,000.00, shall be subject
to the approval of the Contracting Officer.

Government Property for Government Use Only. Government

property shall be used only for the performance of this contract.

Property Management. The Contractor shall maintain a property
management system acceptable to the Contracting Officer, covering

all phases of supply activity including stock control and disposal.

The system shall be designed to procure, utilize, protect, and con-

trol all property adequately. Procedures for the performance of

such functions shall have the approval of the Contracting Officer and
will not be materially changed thereafter without the approval of the
Contracting Officer. The property management activities shall be

subject to inspection and audit by the Commission at all reasonable times. Hl

oe ae |



Modification No. 92
Contract AT(29-1)-1106

of Contractor-owned capital assets, including investments; losses
on other contracts, including the Contractor's contributed portion
under cost-sharing contracts; losses in connection with price re-
ductions to and discount purchases by employees and others from
any source; and losses where such losses or expenses ~~

(1) are compensated for by insurance or otherwise or which
would have been compensated by insurance required by law

or by written direction of the Contracting Officer but which the
Contractor failed to procure or maintain through its own fault

or negligence;

(2) result from wilful misconduct or lack of good faith on the

part of any of the Contractor's managerial personnel as

defined in the article entitled "Property";

(3) represent liabilities to third persons for which the

Contractor has expressly accepted responsibility under other
terms of this contract.

Membership in trade, business, and professional organizations
except as approved by the Contracting Officer.

Precontract costs, except as expressly made allowable under
other provisions in this contract.

Research and development costs, unless specifically provided
for elsewhere in this contract.

-18-

se



Modification No. 92
Contract AT(29-1)-1106

"designated investigating agency'' means the United States Civil
Service Commission or the Federal Bureau of Investigation, or
poth, as determined pursuant to the provisions of the Atomic
Energy Act of 1954. Access to classified information other

than Restricted Data shall not be granted unless the recipient
possesses appropriate security clearance.

Criminal Liability. It1s understood that disclosure of informa-
tion relating to the work or services ordered hereunder to any
person not entitled to receive it, or failure to safeguard any
Restricted Data or any Top Secret, Secret, or Confidential
matter that may come to the Contractor or any person under the
Contractor's control in connection with work under this contract,
may subject the Contractor, his agents, employees, and subcon-
tractors to criminal liability under the laws of the United States.
(See the Atomic Energy Act of 1954, 68 Stat. 919, as amended.)

(See also Executive Order 10104 of February 1, 1950, 15 F.R. 597.)

Subcontracts and Purchase Orders. Except as otherwise auth-
orized in writing by the Contracting Officer, the Contractor shall
insert provisions similar to the foregoing in all subcontracts and
purchase orders under this contract.

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Modification No, 92
Contract AT(29-1)-1106

6. To the end that the contract work shall be performed as effect-
ively.as possible, it is the intention of both parties to achieve
a high degree of cooperation and mutual understanding between
their respective organizations by keeping each other informed as
to matters of mutual interest having a significant bearing on the
performance of the work; by consulting with each other in an

e endeavor to arrive at mutually satisfactory solutions of prob-

lems arising out of the work; and by using all reasonable efforts
to resolve differences between them which may occur from time to
time.

7 Nothing in this article shall be construed as modifying or amend-
ing any other provision of this contract.

ARTICLE IV - CHANGES

@ 1. Changes and Adjustment of Fee. The Contracting Officer may at

any time and without notice to the sureties, if any, issue written
directions requiring additional work within the general scope of

this contract or directing the omission of or variation in work

covered by this contract. If any such direction results ina

material change in the amount or character of the work described

in Appendix B, "Scope of Work", an equitable adjustment of the

fixed fee shall be made in accordance with the agreement of the

-5-



Modification No. 92
Contract AT(29-i)-1106

All directives, interpretations, and instructions heretofore trans-
mitted to the Contractor by the Commission shail continue to be

effective (except to the extent that the Contractor in any particular
case is specifically advised to the contrary in writing) with respect

to the performance of work under the contract after June 30, 1962.

IN WITNESS WHEREOF, the parties hereto have executed this

Supplemental Agreement in several counterparts.

THE DOW CHEMICAL COMPANY THE UNITED STATES OF AMERICA
BY: ATOMIC ENERGY COMMISSION
BY: af US. van

qiriz, BMaewtive Pies BY: ae a@ierron
Athameren Operations Office

Officer
CORPORATE CERTIFICATE

1, (Galvin 4, Comper » certify that 1am the  Segretexy

of the corporation named as Contractor herein; that

who signed this Supplemental Agreement on behalf of said corporation was
then Sxesutiwe Vies Prestdentof s3id corporation; that this Supplemental
Agreement was duly signed for and in behalf of said corporation by auth-
ority of its governing body and is within the scope of its corporate powers;
and that I have set my hand and the seal of the said corporation hereto on
this S?te day of » 1962.

fef Gadwin 4. Caneel,

(SEAL)



Modification No, 92
Contract AT(29~-1)-1106

Officer and further agrees to take such action as the Contracting

Officer may direct in writing:

a.

Assert exemption from, or to pay under protest, in such
manner and form as the Contracting Officer shall prescribe,
any such tax;

To institute in the Contractor's own name proceedings to resist
the assessment, levy, imposition, or collection of any such
tax, or to recover the tax (paid with the approval of the
Contracting Officer), permitting the Government to join in
such proceedings;

To join with the Government in such proceedings as it might
institute to resist the assessment, levy, imposition, or
collection of any such tax, or to recover the tax (paid with
the approval of the Contracting Officer); and

To allow the Government to defend, join in the defense,
intervene, or otherwise participate in any proceeding insti-

tuted against the Contractor with respect to the tax..

The Contractor agrees that all recoveries or credits .in respect of

the foregoing taxes (including interest) shall be for the benefit of the

Commission.

-39-



Cc.

Contract AT(29~1)-1106

PART I - GENERAL PROVISIONS

Recruitment and Help-Wanted Advertising

Reasonable expenses incurred for the recruitment of personnel for

work under this Contract, including (i) Help- Wanted advertisements
in newspapers, trade journals and other media, and (ii) services of
employment agencies at rates not in excess of standard commercial

rates, shall be allowable costs.

Consultants

As the work program requires, the Contractor may, with the
prior approval of the Commission, hire technical and professional
personnel as consultants. These personnel shall be hired at a
daily rate and for relatively short periods. Requests to the
Commission for approval of such hires will be accompanied by
written evidence from the Contractor that the consultant has a
proper personnel security clearance, if one is required, and that
the daily rate to be paid the consultant is in keeping with the rate

paid by other Commission contractors.

Training

1. Reasonable costs of training programs may be allowed, as
required to increase employee skills and efficiency and to

~3- Appendix A, Attachment
to Modification No. 92



Modification No, 92
Contract AT(29-1)-1106

Officer, proceed with the defense of the action in good faith; and

in such event the defense of the action shall be at the expense of

the Government; provided, however, that the Government shall not

be liable for such expense to the extent that it would have been com-
pensated for by insurance which was required by law or by the written
direction of the Contracting Officer, but which the Contractor failed
to secure through its own fault or negligence. Inadvertent failure

to fulfill the reporting requirements of this paragraph shall not,

of itself, result in a disallowance of cost.

ARTICLE XVI - DISPUTES

1.

Except as otherwise provided in this contract, any dispute concerning
a question of fact arising under this contract which is not disposed

of by agreement shall be decided by the Contracting Officer, who
shall reduce his decision to writing and mail or otherwise furnish a
copy thereof to the Contractor. The decision of the Contracting
Officer shall be final and conclusive unless, within 30 days from the
date of receipt of such copy, the Contractor mails or otherwise
furnishes to the Contracting Officer a written appeal addressed to

the Commission. The decision of the Commission or its duly auth-
orized representative for the determination of such appeals shall be
final and conclusive unless determined by a court of competent juris-
diction to have been fraudulent, or capricious, or arbitrary, or so

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