Contract AT(29-1)--1106

US DOE ARCHP!ES

PAGE

Collectici 2

3

TABLE OF CONTIiNI

SUBJECT

RG 2&- ,I1-EC-

___

DEFINITIONS

STATEMENT OF WORI Box 3JL7

CHANGES Folder 22 c1.

_'2-—'—"o T'

TERM, OBLIGATION cjFUNDS,AND

FINANCIAL PLANS 0 5

ALLOWABLE COSTS AND FIXED FEE

PAYMENTS AND ADVANCES

ASSIGNMENT

ACCOUNT 5, RECORDS AND INSPECT ION

EXAMINATION OF RECORDS

DRAWINGS, DESIGNS, SPECIFICATIONS

VIII

8

IX

19

24

XI

PROPERTY

25

XII

28

29

34

REQUIRED BONDS AND INSURANCE -

EXCLUSIVE OF GOVERNMENT PROPERTY 36

XIII STATEANDLOCAL TAXES - 36

XIV LITIGATION AND CLAIMS 38

XV DISPUTES 40

XVI SUBCONTRACTS AND PURCHASE ORDERS 41

XVII PURCHASES FROM CONTRACTOR-CONTROLLED

SOURCES 44

SAFETY, HEALTH, AND FIRE PROTECTION 46

PERMITS 46

(i)

Xv"

XIX
CTOR' S ORGANIZA i i DN

PATENTS

BUY AMERICAN ACT

50

56.

61

LABOR SURPLUS AREA SUBCONTRACTING

PROGRAM

XXXVII NUCLEAR HAZARDS INDEMNITY

XXX VIII NUCLEAR REACTOR SAFETY

.. .' .

87

SECURITY

COVENANT AGAINST CONTINGENT FEES

OFFICIALS NOT TO BENEFIT

62

TERMINATION

65

CONTROL OF SS MATERIALS

65

RENEGOT IATION

66

rxxi

CLASSIFICAT ION

71

72

UTILIZATIONOF SMALL BUSINESS CONCERNS

73

SMALL BUSINESS SUBCONTRACTING PROGRAM

rXXIII

XXXIV

XXXV

XXX VI

73

UTILIZATION OF CONCERNS IN LABOR

SURPLUS AREAS

73

77

78

PRIORITIES, ALLOCATIONS AND ALLOTMENTS 80

AVAILABILITY OF APPROPRIATED FUNDS 80

81

XXXIX INTERPRETATION OF THIS MODIFICATION

(ii)

90
UNITED STATES

ATOMIC ENERGY COMMISSION

P 0 BOX 5400

ALBUQUERQUE, NEW MEXICO 87115

Modification No. 104

Supplemental Agreement

Contract AT(29-l)-].].06

SUPPLEMENTAL AGREEMENT

This SUPPLEMENTAL AGREEMENT, effective on the 1st day of

July, 1967, by and between THE UNITED STATES OF AMERICA

(hereinafter called the "Gové rnment"), repres ented by the UNITED

STATES ATOMIC ENERGY COMMISSION (hereinafter called the

"Commission"), and THE DOW CHEMICAL COMPANY (hereinafter

called the "Contractor"), a corporation organized and existing urder

the laws of the State of Delaware,

WITNESSETH THAT:

WHEREAS, effective January 18, 1951, the parties entered into Contract AT(29-l)....llo6 for the management and operation by the Contractor of the Commission's Rocky Flats Plant and the, performance of

related work; and

WHEREAS, the contract previously has been amended by

Nos. 1 through 56, 58, 61 through 64, 66 through 71, and

Modifications

73 through 103; and

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ModifLation I..

Contract AT(29-1)-1

the Commission desires to continue to utilize the manageengineering, scientific and manufacturing skills of the Contractor

- - operation of the Rocky Flats Plant on the terms and conditions

hereinafter set forth and the Contractor desires to continue to perform

such work; and

WHEREAS, the parties desire to extend the term of the contract for

another five years, to modify it in certain other respects and to incorporate the entire agreement of the parties into this one document, including

its appendices, effective as to the rights, duties, obligations and performance on and after July 1, 1967; and

WHEREAS, this Supplemental Agreement is executed by.the Commission

under the authority of the Atomic Energy Act of 1954, as amended, and

• Section 3O2(c)(15) of the Federal Property and Administrative Services

Act of 1949, as amended.

NOW THEREFORE, the parties agree that, effective July 1, 1967, Contract

AT(29_l)_1l06, including its appendices, as amended, is further amended

to re3d in its entirety as follows:

ARTICLE I - DEFINITIONS

• A used throughout this contra.ct1the following terms shall have the

meanings set forth below:

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Contract AT(29-1) -1106

term "Contracting Officer" means the person executing this

ct on behalf of the Government; and any other officer or

civilian employee who is a properly designated Contracting

Officer; and the term includes, except as otherwise provided

in this contract, the authorized representative of a Contracting

Officer acting within the limits of his authority

The term "Commission" means the United States Atomic Energy

Commission or any duly authorized representative thereof, including 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 tern-i "subcontracts" includes purchase orders under this contraèt.

4. The term "Plant" means the Government -owned facilities known

as the Rocky F1at Plant of the Commission located near Boulder,

Colorado.

ARTICLE II - STATEMENT OF WORK

The Contractor shall furnish the personnel, services, materials and

equipment (except such services, materials and equipment as are

furnished by the Government ) necessary for the management and

operation 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.

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Modification No 104

Contract AT(29-1)-.1106

ARTICLE III - CHANGES

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 Co ntract. If any such direction results in a

material change in the amount or character of the work described

in the article entitled "Statement of Work, ' Appendix B, "Scope

of Work" and/or in the document described in Paragraph Za of the

article entitled "Allowable Costs and Fixed Fee," an equitable

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

agreement of the parties and the contract shall be modified in

writing accordingly. Any claim by the Contractor for an adjustment under this article must be asserted in writing within 90 days

from the date of rec-eipt by the Contractor of the notification of

change; provided, however, that the Contracting Officer, if he

decides that the facts justify such action, may receive and act upon

any such claim asserted at any time prior to final payment under

this contract. 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."

2. Work to Continue. Nothing contained in this article shall excuse

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Contract AT(29-1)-ll(.

the Contractor from proceeding with the prosecution of the work

in accordance with the requirements of any direction hereunder.

ARTICLE IV - TERM, OBLIGATION OF FUNDS AND FINANCIAL PLANS

Term. The term of this contract shall be from January 18, 1951,

through June 30, 1972, unless sooner terminated in accordance

with the provisions of the article entitled "Termination."

2. Obligation of Funds. The amount presently obligated by the Government with respect to this contract is Three Hundred Fifty-three

Million Nine Hundred Fifty-nine Thousand Eight Hundred Seventeen

dollars ($353, 959, 817. 00). Such amôuñt may be increased unilaterally by the Commission by written notice to the Contractor and

may be increased or decreased by written agreement of the parties

(whether or not by formal modification of this contract). Estimated

revenues and receipts from others for work and services to be

performed under this contract are not included in the amount obligated with respect to this contract. Such revenues and receipts,

to the extent actually received by the Contractor, shall be available

and used for the payment of allowable costs and fixed fee as provided

in the article entitled "Payments and Advances." Nothing in this

paragraph 2. is to be construed as authorizing the Contractor to

exceed limitations stated in financial plans established by the

Commission and furnished to the Contractor from time to time

under this Contract.
Modification No 1..

Contract AT(29-l)-11L..

imitation on Payment by the Government Except as otherwise

provided in this contract and except for costs which may be

incurred by the Contractor pursuant to the article entitled "Termi

nation" or costs of claims allowable under the contract accruing

after completion or termination and not released by the Contractor

at the time of financial settlement cf the contract in accordance

with the article entitled "Payments and Advances," payment by the

Government under this contract on account of allowable costs shall

not in the aggregate exceed the amount obligated with respect to

this contract, less the Contractor's fixed fee. Unless expressly

negated in this contract, payment on account of those costs excepted

in the preceding sentence which are in excess of the amount

obligated with respect to this contract shall be subject to the

availability of (a) revenues ard receipts deposited to the Government's

account as provided in the article entitled "Payments and Advances"

and (b) other funds which the Commission may legally use for such

purpose; provided, the Commission will use its best efforts to

obtain the appropriation of funds for this purpose if not otherwise

available.

4. Notices - Contractor Excused from Further Performance. The

Contractor shall notify the Commission in.writing whenever the

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Modification No. - Contract AT(29-l)-l1l

unexpended balance of funds (including revenues and receipts)

available under paragraph 2. above, plus tie Contractor's best

estimate of revenues and receipts to be received during the ninety

day period hereinafter specified, is in the Contractor's best

judgment sufficient to continue contract operations at the programmed

rate for only ninety days and to cover the Contractor's unpaid fixed

fee and outstanding commitments and liabilities on account of costs

allowable under the contract at the end of such period. Whenever

the unexpended balance of funds (including revenues and receipts)

available under paragraph 2. above, less the amount of the

Contractor's fixed fee then earned but not paid, is in the Contractor's best judgment either sufficient only to liquidate outstanding

commitments and liabilities on account of costs allowable under

this contract or is equal to zero, the Contractor shall immediately

notify the Commission and shall make no further commitments or

expenditures (except to liquidate existing commitments and liabilities),

and, unless the parties otherwise agree, the Contractor shall be

excused from further performance (except such performance as may

become necessary in connection with terminatiOn by the Governrrent)

and the performance of all work hereurder will be deemed to have

been terminated for the convenience of the Government in accordance

with the provisions of the article entitled "Termination."

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Contract AT(29-1)-1106

;ial Plans; Cost and Commitment Limitations. In addition to

Iimitations provided for elsewhere in this contract,, the Commismay, through f inancial plans or other directives issued to the

contractor, establish controls on the cost to be incurred and

commitments to be made in the performance of the contract work.

Such plans and instructions may be amended or supplemented

from time to time by the Commission. The contractor hereby•

agrees to comply with the specific limitations (ceilings) on costs

and commitments set forth in such plans and directives, to use

its best efforts to comply with the other requirements of such plans

and directives, and to promptly notify the Commission in writing

whenever it has reason to believe the authorized financial levels

of costs and commitments will, be exceeded or substantially underrun.

6. Government's Right to Terminate not Affected. The giving of

any notice.under this article shall not be construed to waive or impair

any right of the Government to terminate the contract under the

provisions of the article entitled "Termination."

ARTICLE V - ALLOWABLE COSTS AND FIXED FEE

Compensation for Contractor's Services. Payment for the

allowable cost as hereinafter defined, and of the fixed fee,

as hereinafter provided, shall constitute full and complete compensation

f6r the performance of the work under this contract.

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2. a. Fixed Fee The fixed fee payable to the contra

performance of the work during the period July 1, l967 through

June 30, 1968, is One Million Six Hundred Thousand Dollars

($1, 600, 000. O0).. In agreeing upon the fixed fee to be paid,

the amount and character of the work which the parties

contemplated would be performed by the Contractor during

the period July 1, 1967, through June 30,. 1968, is that reflected

in the work assumptions set forth in Secret Restricted Data

Letter, Michael 3. Sunderland to Lloyd M. Joshel, dated

June 13, 1967, Subject "Work Assumptions and Related

Estimated Costs -Negotiation of Contract AT(29-1)_11o6 With

The Dow Chemical Company "

There shall be no adjustment in the amount of the Contractor's

fixed fee by reason of differences between any estimate of cost

for performance of the work under this contract and tIe actual

cost for performance of that work.

b. Provisional Fee Payment. The Contractor shall also receive a

fixed fee for performance of work in succeeding annual periods

beginning each July 1, during the term of this contract, each

• such fee to be based upon the work to be performed in the

annual period involved and to be as negotiated and determined

prior to the start of the period or at such later time as the

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Contract .t -

parties may agree If the aforementioned determination I

been made prior to the start of the annual period involved, the

Contractor shall continue to receive monthly payments on

account of fixed fee at the rate in effect during the immediately

preceding annual period. Appropriate adjustment will be

made promptly upon determination of the fixed fee for the new

annual period.

3. Allowable Cost. The allowable cost of performing the work

under this contract shall be the costs and expenses that are actually

incurred by the Contractor 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

3. The determination of the allowability of cost hereunder shall be

based on: (i) reasonableness, including the exercise of prudent business judgment; (ii) consistent application of generally accepted

accounting principles 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. Allowable cost shall not include

• cost of any item described as unallowable in paragraph 5. of this

article except as indicated therein. Failure to mention an item

of cost specifically in paragraph 4. or paragraph 5. shall not imply

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Modification No. 104

Contract AT(29-1)-1106

that it is allowable or that it is unallowable. The question

11owability, unless disposed of by mutual agreement, shall be

ed of in accordance with the article entitled Disputes" to

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 examjles of items of cost

of work done under this contract shall be allowable to the extent

indicated:

a. Bonds and insurance including self-insurance, as provided

in the article entitled "Required Bonds and Insurance -

Exclusive of Government Property."

b. Communication costs, including telephone services, local

and long distance calls, telegrams, cablegrams, radiogram s,

postage and similar items.

c. Consulting services (including legal and accounting) and

• related expenses, as approved by the Contracting Officer

except as made unallowable by paragraph 5.w.

d. Payments of third party claims, judgments and litigation

• expenses, including reasonable counsel fees, in accordance

with the article entitled "Litigation and Claims."

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Modification No 1

Contract AT(29-l)-1106

Losses and expenses sustained by the Contractor in

the performance of the work under this contract and

approved by the Contra.:ting Officer.

Materials, supplies and equipment, including freight, transportation, 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.

g. 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.

h. Personnel costs and rela.ted expenses incurred in accordance

with Appendix A or amendments thereto.

Disposal of Government-owned property and the restoration or

cleanup of site and facilities to the extent directed or approved

by the Contracting Officer.

j. Repair, maintenance, inspection and replacement of Governmentowned property, subject to the limitations set forth in other

provisions of this contract.

• k. Subcontracts and purchase orders,. including purchases from

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• •'•• .• F

•
Contractor-controlled sources, subject to approvals

required by other provisions of this contract.

Subscriptions to trade, business, technical and professional

periodicals, as approved by the Contracting Officer.

Taxes, fees, ard charges levied by public agencies which

the Contractor is required by law to pay, except those

which are expressly made unallowable urder other provisions

of this contract.

n. Utility services, including electricity, gas, water, steam,

and sewerage.

o. Establishment and maintenance of bank accounts in connection

with the work lreunder, includirg, but not limited to,

service charges, the cost of disbursing cash, necessary

guards, cashiers and paymasters. If payments to employees

are made by check, facilities and arrangements for cashing

checks may be provided without expense to the employees,

subject to the approval of the Contracting Officer.

p. Travel and subsistence expenses 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 Contractirg Officer; provided that in no event

shall there be allowable under this contract travel and sub-.

sistence expenses or any portion of the salary or other
Modification No. 10'.

Contract AT(29-l)-1l06

compensation for services paid to a director or an elected officer

of the Contractor.

Examples of Items of Unallowable Costs. The following examples

of items of cost are unallowable under this ntract to the extent

indicated:

a. Advertising, except (i) help wanted advertising, and (ii) 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) ard provisions

for bad debts arising out of other business of the Contractor.

c. Bidding expenses and costs of proposals except as approved

by the Contracting Officer.

d. Bonuses and similar compensation under any other narre

which (i) are not pursuant to an agreement between the

Contractor and employee prior to the rendering of the services

or an established plan consistently followed by the Contractor,;

(ii) are in excess of those costs which are allowable by the

Internal Revenue Code and regulations thereunder; or (iii)

provide total compensation to an employee in excess of reasonable compensation for the services rendered.

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Contract AT(29-l)-1106

Central andbranch office expenses d the Contractor, except

as specifically set forth in the ontract

Commissions, bonuses and fees (under whatever name) in

connection with obtaining or negotiating for a Government

contract or a modification thereto.

g. Contingency reserves, provisions for.

h. Contributions and donations.

i. Dividend provisions or payments.

j. 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

co ntract.

k. 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

incurred in accordance with the written approval of the Contracting Officer or as a result cf compliance with the provisions of

this contract.

1. 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.

:s.

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Modification No 104

Contract AT(29-1)-1106

Insurance (including any provisions 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 Government

Propert as defined in the article entitled "Property".

Interest, however represented (except interest incurred in

compliance with the article entitled "State and Local Taxes",

bond discounts and expenses, and costs of -finarcing and refinancing operations.

0. Legal, accounting, and ccnsulting services and related costs in

incurred in connection with the preparation of prospectuses,.

preparation and issuance of stock rights, organization or

reorganization, prosecution or defense of antitrust suits,

prosecution of claims against the United States, contesting

actions or proposed actions of the United States, and prosecution

or defense of patent- infringement litigation.

p. Losses (including litigation expenses, counsel fees, and

settlements) on, or arising fromsale, exchange, or

abandonment of Contractor-owned capital assets, including

:5tmet5; losses on other contracts, including the Contractor's contributed portion under cost-sharing contracts;.

losses in

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Contract AT(29-1)-1106

connection with price reductions 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 faul.t 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. - q. Membership in trade, business, and professional organi.-

zations except as approved ly the Contracting Officer.

r. Pre-contract costs, except as expressly rrade allowable

under other provisions in this contract.

S. Research and development costs, unless specifically

provided for elsewhere in this contract.

t. Storage of records pertaining to this contract after completion of operations under this contract irrespective of

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Contract AT(29-l)-1l06

contractual or statutory requirements for the preservation of records.

Taxes, fees, and charges in connection with financing,

refinancing, or refunding operations, including the

listing of securities on exchange; taxes which are paid

contrary to the article entitled "State and Local Taxes";

taxes on net income and excess profits; and special

assessments on Contractor-owned land which represent

capital improvement.

v. Cost of any actions with respect to which the Contractor

fails to secure prior or advance approval or authorization where rejuired by any provision of this contract, unless

such actions are subsequently ratified by tle Contracting

Officer.

w. Salary or other compensation (and expenses related

thereto) of any individual employed under this contract

as a consultant or in another comparable employment

capacity who is an employee of another organization and

concurrently performing work on a full-time annual basis

for that organization under a cost-type contract with the

Commission, except to the extent that cash payment therefor

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Contract AT(29-1)-1106

is required pursuant to the provisionS of this contract or

procedures of the Commission applicable to the borrowing

of such an individual from another cost-type contractor

x

First-class air travel in excess of the cost of less than

first -class air accommodations, except when less than

first-class accommodations are not reasonably available

to meet necessary mission requirements, such as, where

less than first-class accommodations would:

(1) require circuitous routing;

(2) require travel during unreasonable hours;

(3) greatly increase the duration of the flight;

(4) result in additional costs which would offset the

transportation savings;

(5) offer accommodations which are not reasonably

adequate, for the medical needs of the traveler.

ARTICLE VI - PAYMENTS AND ADVANCES

Installments of Fixed Fee. The fixed fee provided for in tle

article entitled "Term, Obligation of Funds and Financial Plans"

shall be paid in equal monthly installments as it accrues.

2. Payments on Account of Allowable Costs and Fixed Fee. Payments for allowable costs shall be made from fundsavailable

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Contract AT(29-1)-1106

this contract. The Contractor shall submit a separate voucher

each installment of fixed fee as it accrues, and with the

approval of the Contracting Officer, rmy pay such installment of fixed fee from funds available under this contract

Special Bank Account - Use. All advances of Government funds

shall be made by check payable to the Contractor, or shall be

secured through a Letter of Credit procedure authorized by the

Fiscal Assistant Secretary, U. S. Treasury Department, 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 such

a Special Bank Account any other revenues (except the Contractor's

fixed fee) received by the Contractor in connection with the work

under this contract. No part cf the funds in a Special Bank

Account shall be (i) mingled with any funds of the Contractor

or (ii) used for a purpose other than that of making payments

for costs allowable under this contract and payments of the

Contractor's fixed fee as provided for elsewhere in this contract.

If the Contracting Officer shall at any tine determine that the

balance in such bank account exceeds the Contractor's current
Modification No. 104

Contract AT(29-l)-llO6

, the Contractor shall promptly make such disposition of

i excess as the Contracting Officer may direct

4tle to Funds Advanced Title to the unexpended balance of any

advanced and of any bank account established pursuant

to this article shall remain in the Govrnment be superior to

any claim or lien of the bank of deposit or others. It is under-

• stood 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

• expenditures therefrom as provided in this article.

5. Review andApproval 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 vouchçr.

This approval by the Commission will constitute an acknowledgment by the Commission that the net coss incurred are allow able

under the contract and that they have been recorded in the accounts

• maintained by the Contractor in accordance with the Commissipn

• •accounting policies, but will not relieve the Contractor of responsibility for the Commission's assets in its care, for appropriate

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Contract AT(29-l)-1l06

quent adjustments, or for errors later becQming

n to the Commission

ncial Settlement The Government shall promptly pay ±0

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

S Commission's patent clearance requirements, and (ii) the

furnishing by the Contractor of:

a. An assignment of.the Contractor's rights to any refuris,

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

d. A release discharging the Government, its officers, agents,

and employees from all liabilities, obligations, and claims

arising out of or under this contract, subject only to the

following exceptions: (1) specified claims in stated amounts

or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor;. (2) claims, together with reasonable expenses incidental thereto, based

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Modification No. 104

Contract AT(29-1)-1106

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- claiim 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 expenses of the Contractor by reason

of any indemnification of the Government against patent

liability), including reas onable expenses incidental thereto,

incurred by the Contractor under the provisions of this

contract relating to patents.

In arriving at the a.mount 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) deductions 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 or Accounts may

be applied tà the amount due and any balance shall be returned

to the Government forthwith.

.

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Contract AT(29-1)-l106

Claims. Claims for credit ainst funds advanced or for pay-.

ment shall be accompanied by such supporting documents and

justification as the Contracting Officer shall prescribe.

8. Discounts. The Contractor shall take and afford the Government

the advantage of all known and available cash and trade discounts,

rebates, allowances, credits, salvage, and commissions unless

the 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 urd er

this contract shall be Government Property and shall be

deposited in a 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 VII - ASSIGNMENT . Neither this contract nor any interest therein nor claim the reunder

shall be assigned or transferred by the Contractor except as expressly

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Modification No. 104 - Ccntract AT(29-1)-fl06

in writing by the Contracting Officer

iaE VIII - ACCOUNTS, RECORDS AND INSPECTION

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

disposition of all Government Property coming into 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.

2. 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.

3. Audit of Subcontractor's Records The Contractor also agrees,

with respect to any subcontracts (including lump-sum or unit-

• price subcontracts or purchase orders) where, urer 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

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Contract AT(29-1)-1106

-iissiOn or to have the audit conducted by the next higher

subcontractor in a manner satisfactory to the Contractor and

ie Commission, except when the Commission elects to waive

such audit or approves other arrangements for the conduct o the

audit.

4. 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

evidencing costs allowable and revenues and other applicable

credits urd er 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 auring the progress of the work

or in any event as the Contracting 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 three 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 Con-

• : tractor shall, subject to the Commission security regulations

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Contract AT(29-l)-1106

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.

5. Reports. The Contractor shall furnish such progress reports

and schedules, financial and cost reports, and other reports

concerning the work under this contract as the Contracting

Officer may from time to time require.

6. 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.

7. Subcontracts. The Contractor further agrees to require the

inclusion of provisions similar to those in paragraphs 1.

through this paragraph 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.

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Contract AT(29-l)-1l06

Internal Audit The Contractor agrees to conduct an internal

1aüdit 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 other times as may be mutually agreed

upon. The results of such audit, including the workirg papers,

shall be submitted or made available to the Contracting Officer.

ARTICLE IX - EXAMINATION OF RECORDS

The Contractor agrees that the Comptroller General of the United

States or any of his duly authorized representatives shall,

until the expiration of three years after final payment under

this contract, have access to and the right to examine any

directly pertinent books, documents, papers,.and records of the

Contractor involving transactions related to this contract unless

the Commission authorizes their prior disposition.

2. The Contractor further agrees to include in all his subcontracts

hereunder a provision to the effect that the subcontractor agrees

that the Comptroller General of the United States or any of his duly

authorized representatives shall, until the expiration of three years

after final payment under the subcontract, have access to and

the right to examine any directly pertinent books, documents,

papers, and records of such subcontractor, involving transactions

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Contract AT(29-l)-1106

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 $2, 500;

and (b) subcontracts or purchase orders for public utility services

at rates established for uniform applicability to the general public.

3. Nothing in this contract shall be deemed to preclude an audit

by the General Accounting Office of any transaction urder this

. contract.

ARTICLE X - PROPERTY

Furnishing of Government Property. The Government reserves

the right to furnish any property required for the performance of

the work under this contract.

2. Title to Property. Title to all property furnished by the Government shall remain in the Government except as otherwise provided

in this article. Exc.ept as otherwise directed by the Contracting

Officer, title to all rraterials, 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

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Modification No 104

Contract AT(29-1)-1106

shall make such disposition of rejected items as the Contracting

Officer shall direct Title to property, the cost of which is reH imbursable 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 property in the performance

of such cubcontract or purchase order, (iii) commencement of

processing or use of such property in the performance of such

subcontract or purchase order, or (iv) payment 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 subeontracts and purchase orders.

Property furnished by the Government and property purchased

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. personalty by

reason of affixation to any realty.

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--itification 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 segregating 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.

4. 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 Officer and the Contractor as the fair value thereofi The

amount received by the Contractor as the result Of any dis—

position, or the amount of the agreed fair value of any such

property acquired by the Contractor, shall be applied in

reduction of cost allowable under this contract, or shall be

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Modification No. 104

Contract AT(29-1)-fl06

-irwise credited to account of the Government, as the

Contracting Officer may direct Upon completion 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.

5. Protection of Government Property Including Classified

Materials. The Contractor shall take all reasonable precautions, as directed by the Contracting Officer, a in the

absence of such directions, in accordance with sound industrial

practice, to safeguard, and protect Government Property

in the Contractor's possession.or custody. Special

neasures shall be taken by the Contractor in the protection

of and accounting for any classified or special materials

involved in the performance of this contract, in accordance

with the regulations and requirements of the Commission.

6. Risk of Loss of Government Property. Notwithstanding any

other provision of this contract to the contrary, the Contractor shall not be liable for loss or destruction of or damage

to Government Property in the Contractor's possession unless

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Contract AT(29-1)-1106

(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 specific, 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 Julr 1,

1962 through June 30, 1972. The term"Contractor's managerial

personnel" as used herein means the Contractor's directors,

corporate officers, and the supervising representative referred to in the article entitled "Contractor's Organization."

7. 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 inwive 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 reasonable steps to clean up, decontaminate and protect the property remaining; and shall repair or

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I Modification No. 104 I Contract AT(29—1)-1106

replace the lost, destroyed, or damaged property, if and as

directed b;r the Contracting Officer, but shall take no action

known to be prejudicial to the right of the Government to recover

therefor and shall furnish to the Government, on request, all

reasonable aspistance in obtaining recovery.

8. Government Property for Government Use Only. Except as

otherwise authorized by the Contracting Offic er, Government

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

9. Property Management. The Contractor shall maintain a property

management system acceptable tôthe Contracting Officer,

covering all phases of supply activity including stock control

and disposal. The system shall b designed to procure, utilize,

protect, and control 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.

ARTICLE XI-DRAWINGS, DESIGNS, SPECIFICATIONS

All drawings, sketches, designs, design data, specifications,

notebooks, technical and scientific data or informatiOn, and

all ph.otographs, negatives, reports, findings., recommendations, data, and memoranda of every description relating

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Contract AT(29-l)-1106

as well as all copies of the foregoing relating to the

rk or any pa'rt thereof, which are prepared cr developed by the

tractor 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 Con-.

tractor, 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 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 Contracting Officer shal.l direct upon completion or termination

of this contract. The Contractor's right of retention and use

shall be subject to the security and patent provisions of this

Contract.

2. 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.

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Contract AT(29-l)-1l06

.. The Contractor agrees that it will not knowingly include any

copyrighted 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 Corn-•

• mission for the inclusion of such copyrighted material is secured.

ARTICLE XII - REQUIRED BONDS AND INSURANCE - EXCLUSIVE

OF GOVERNMENT PROPERTY

The Contractor shall procur,e 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, upon request. In view

of the provisions of the article entitled "Pioperty", the Contractor

shall not procure or maintain for its own protection any insurance

(including self-insurance or reserves) covering loss or destruction of

or damage to Government-owned property.

ARTICLE XIII - STATE AND LOCAL TAXES

1. The Contractor agrees to notify the Commission. of any state

or local tax, fee, or charge levied or purported to be levied on

or collected from the Contractor with respect to the contract

work, any transaction thereunder, or property in the custody or

control of the Contractor which may be claimed as an allowable

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'Modification No. 104

Contract AT(29-1)-l106

iof cost; and the Contractor further agrees to refrain from

iying any such tax, fee, or charge unless authorized in writing , the Commission. Any state or local tax, fee, or charge paid

with the approval of the Commission or on the basis of advice

from the Commission that such tax, fee, or charge is applicable

and valid, and which would otherwise be an allowable item of

cost, shall not be disallowed as an item of cost by reason of

any subsequent ruling or determination that such tax, fee, or

charge was in fact inapplicable or invalid.

2. The Contractor agrees to take such action as may be required

or approved by the Commission to cause any state or local

tax, fee, or charge which would be an allowable cost to be paid

under. protest; and to take such action as may be requii d or

approved by the Commission to seek recoveryof any payments

made, including assignment to the Government or its designee

of all rights to an abatement or refund thereof, and granting

permission for the Government to join with the Contractor in

any proceedings for the recovery thereof or to sue for recovery

in the name of the Contractor. If the Commission directs the

Contractor to institute litigation to enjoin the collection of or to

recover paymeit of any such tax, fee, or charge referred to

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Contract AT(29-l)-llO6

above, or if a claim or suit is filed against the Contractor for a

tax, fee, or charge it has refrained from paying in accordance

with this article, the procedures and requirements of the article

entitled "Litigation and Claims" shall apply and the costs and

expenses incurred by the Contractor shall be allowable items

of cost as provided in this contract, together with the amount

of any judgment rendered against the Contia ctor.

3. The Government shall save the Contractor harmless from penalties and interest incurred through compliance with this article.

All recoveries or credits in respect of the foregoing taxes,

fees, and charges (including interest) shall inure to and be for

the sole benefit of the Government.

ARTICLE XIV - LITIGATION AND CLAIMS

l. 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 proceed with the litigation in good faith

as directed from time to time by the Contracting Officer.

2. Defense and Settlement of Claims. The Contractor shall give

the Contractirg Officer immediate notice in writing of any

action, including any proceeding before an administrative

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Modification 1 - - Contract AT(29-l)-lK

agency, filed against the Contractor arising out of the performance of this contract, and timely notice of any claim

against the Contractor the cost and expense 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 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 settlernent 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

.

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Contract AT(29-1)-1106

by a policy of insurance, the Contractor shall, with the approval

of the Contracting Officer, proceed with the defense of the action Vt1

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 expen5e to the extent

that it would have been compensated for by insurance which was

. required by law or by the written direction of the Contracting

Officer, but which the Contractor failed to secure throughi

own fault or negligence.

ARTICLE XV- DISPUTES

Except as otherwise provided in this contract, any dispute

concerning a question of fact arising under this contract which

is not disposed of by agreement shall be. decided by the Contracting Officer, who shall reduce his decision to writing and

mail or otherwise furnish a copy thereof to the Contractor.

The decision of the Contracting Officer shall be final and

• conclusive unless within 30 days from the date cI 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

authorized representative for the determination of such appeals

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Contract AT(29-1)-1l06

:!l be final and conclusive unless determined by a court 4 7/t7

(

of competent jurisdiction to have been fraudulent, or capricious,

or arbitrary, or so grossly erroneous as necessarily to imply

bad faith, or not supported by substantial evidence. In connection

with any appeal proceeding under this article, the Contractor shall

be afforded an opportunity to be heard and to offer evidence in

support of its appeal. Pending final decision ofa dispute hereunder, the Contractor shall proceed diligently with the performance

of the contract and in accordance with the Contracting Officer's

decision.

2. 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, representative, or board on a juestion of law.

ICLE XVI - SUBCONTRACTS AND PURCHASE ORDERS

The Government reserves the right to require the Contractor to,

and the Contractor shall, enter into such' subcontracts and purchase

orders in connection with the pcrformance of work under this•

contract as the Contracting Officer may direct. Except as otherwise

authorized by the Contracting Officer, all subcontracts and purchase

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Modification No. 104

Contract AT(29-l)-1106

s for performance of work at the Plant shall have the

r approval of the Contracting Officer. The Contractor shall

t procure items or services whose purchase is expressly

by written direction of the Contracting Officer.

The Government reserves t1e right to require at any time that

the Contractor submit any or all contractual arrangements for

Contracting Officer approval. Contractual arrangements shall

not relieve the Contractor of any obligation under this contract,

including, among other things, the obligation properly to adminis-.

ter such arrangements and supervise and coordinate the work

of subcontractors 'and vendors.

2. The subcontracting of any part of the work under this contract

shall not entail any adjustment in the Contractor's fixed fee

unless this contract has been entered into on the understanding,

expressly stated inAppendix B, "Scope. of Work," that such

part of the work would not be subcontracted, and in that event

an equitable downward adjustment in the fixed fee shall be

made and the ccntract shall be modifiedin writing accordingly.

A failure to agree on an equitable adjustment under this paragraph shall be deemed to be a dispute within the meaning of the

article entitled "Disputes." .

.

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Contract AT(29-1)-llO6

- .actor shall prepare and submit to the Contracting

Licer for approval written procurement policies and pro-

'ires, including but not limited to requirements relative to

cost or pricing data and contractual forms and provisions,

consistent with this contract and the Commission's procurement policies applicable to cost-type contractors operating

Commission facilities as expressed in the AECPR's. The

Contractor will make appropriate changes in its written procurement policies and procedures in order adequately to achieve

the Commission's policy objectives when the Contractor is so

requested by the Contracting Officer or when required by applicable statutes and Executive Orders. The Contractor will

follow such written policies and procedures as are approved

by the Contracting Officer and will make no changes in such

policies and procedures unless authorized or directed by the

Contracting Officer. Nothing herein is intended to relieve

the Contractor of the obligation to appraise critically its

procurement activities in order to improve performance under

this contract and to request approval for changes in its

wiitten procurement policies and procedures when appropriate.

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Contract AT(29-1)-1l06

ARTICLE.XVII - PURCHASES FROM CONTRACTORCONTROLLED 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 Contract ing Officer of the bid solicitation, evaluation and proposed

awards. In all such cases in which the Contractor has design

responsibility, the C ntractor shall prepare proper specifications, drawings and such other data as may be necessary,

on a basis which will permit fair and open competition and orderly

and timely procurement with relation to the work.

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

the limitations in this paragraph and subparagraph a. or b. as

applicable, materials, supplies, equipment, or services manufactured or sold by the Contractor's division, 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

Offic er.

a. Standard commercial articles and standardsupplies

of Contractor-controlled sources which have published unit

prices of less than $100. 00 or such higher amount as may be

-44-
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 nonaffiliated customer for

such articles in the same quantities, or (ii) the lowest net sales

price at which equivalent articles are ai'ailable 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 commercial

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.

b. 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

45
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

cost under this contract, without profit.

ARTICLE XVIII - 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 employees 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 Ccntracting 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 maybe 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 XIX - PERMITS . -—t as otherwise directed by the Contracting. Officer, the Conr shall procure all necessary permits. cr licenses and abide
Contr

applicable laws, regulations and ordinances of the United

• States and of the State, territory and polit.i cal subdivision in which

the work under this contract is performed. - ARTICLE XX - CONTRACTOR'S ORGANIZATION

Organization Chart. As promptly as possible after the execution of this contract the Contractor shall furnish to the Contmcting 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.

2. Supervising Representative of Contractor; Supervisors Reporting

Directly to Supervising Representative. A competent full-time

supervising representative of the Contractor, resident at the

Plant, satisfactory to the Contracting Officer shall be in charge

of the work under this contract. The employment of an individual

in a supervisory position reporting directly to the supervising

representative must have the written approval of the Contracting

Officer. The Contractor shall not remove any such individual

without giving prior notice to the Contracting Officer. Whenever,

for any reason, an individual employed in such a position is unavailable for continuing assignment to the position, the Contractor

shall, with the approval of the Contractirg Officer, replace the

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Modification NO., 104,,

Contract AT(29-l)-l106

individual with another of substantially equal abilities and

qualifications. * 3. 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

disciplinary action with respect to its employees as may

be necessary. The Contractor shall establish such standards

and procedures as are necessary to implement' effectively the

provisions set forth in Atomic Energy Commission Procurement

Regulations 9-12. 54, as amended through July 30, 1966, and

such standards and procedures shall be subject to the approval

of the Contractirg Officer. - 4. Consultant or Other Comparable Employment Services of

Contractor .Ehiployees. The Contractor shall require all

employees who are 'employed full-time (an individual who

performs work under the cost-type contract -on a full-time

annual basis) or part-time (50% or more of regular annual

compensation received under terms of acontract with the

Commission) on tl contract work to disclose to the Contractor all consultant or other comparable employment services

which the employees propose to undertake for others. The

Contractor shall transmit to the Contracting Officer all

• -•. - -48-
CoL

information obtained from such disclosures. The ContractoA

will require any employee who will be employed full-time on

the contract work to agree, as a condition of his participation

in such work, that he will not perform consultant or other

comparable employment services foranother Commis sion

cost-type contractor or in the atomic energy field for another

. organization except with the prior approval of the Contractor.

If the Contractor believes, with respect to any employee who

is employed full-time on the contract work, that any proposed

consultant or other comparable employment service for an

organization in the atomic energy field other than a Commission cost-type contractor may involve (a) a rate of remuneration significantly in excess of the employee's regular rate

of remuneration or (b) a significant question concerning

possible conflict with (1) the Commission's policies regarding

conduct of employees of the Commission's Contractors, (2)

the Contractor's responsibility to report fully and promptly

•to the Commission all significant research and development

information, or (3) the patent provisions of the Contractor's

contract with the Commission, the Contractor shall obtain

the prior approval of the Contracting Officer for such consultant or other comparable employment service
Modification No. 104

Contract AT(29-1)-1l06

LE XXI - LABOR

Contract Work Hours Standards Act - Overtime Compensation.

This contract, to the extent that it is ofa character specified

in the Contract Work Hours Standards Act (40 U.S. C. 327-330),

is subject to the following provisions and to all other applicable

provisionS and exceptions of such Act and the regulations of the

Secretary of Labor thereunder.

a. Overtime Requirements. No Contractor' or subcontractor

contracting for any part of the contract work which may

require or involve the employment of laborers or mechanics

shall require or permit any laborer or mechanic in any

workweek in which he is employed on such work to work

in excess of eight hours in any calendar day or in excess

of forty hours in such workweek on work subject to the

provisions of the Contract Work Hours Standards Act

unless such laborer or mechanic receives compensation

at a rate not less than one and one-hale times his basic

rate of pay for all such hours worked in excess of eight

hours in any calendar day or in excess of forty hours in

such workweek whichever is the greater number of overtime hours.

1.'

I

.

.