UNTrED STATES

ATOMIC ENERGY C0MISSION

P. 0. BOX 5400

ALBUQUERQUE, NEW MEXICO

The Dow Chemical Company

Midland, Michigan.

Gentlemen:

Reference is made to Article VI of your Contract for operating No, AT(29_1)_l106 services at the Rocky Flats Plant, Denver, Colorado,

The amount to be obligated under your contract by 275,5oo.oo is hereby increased from $9,6a4,cxjO,oo to 9,959,5OO.o,

All other terms and conditions of the contract shall renain unchanged.

foregoing modification is thereof in the satisfactory, please in—

The third space provided below and return two copy is for your retention.

THE UNTTED STATES (iF AMERICA

BY: THE U. S. ATC1IC ENERGY Q0NMISSic

BY: /51G. P. Kraker - George P. Kraicer, Deputy Manager Contracting Officer

Receipt of the foregoing change is hereby acknowledged and acceptance given to its terms and conditions this 3 day of — 1953

THE DOW CHEMI CAL COMPANY

BY: /s/ F.H. Iangell

TTTLE: Manager

Contract No, 9—l)—uo6

Modification No.

_______

Date: May 20, 1953

CHANGE ORJIR

h. I

Therefore, if the

dicate your acceptance

Copies to this office,
I

Contract No. AT(29—1)-].].06

Modification No. 3

Dated: January 12, 193

/ SUPPLENNTAL AGREE1ENT

THIS SUPPLENTAL AGREEMFAT made this 12th day of January, 19S3,

between the U ITED STATES OF AI{.ICA (hereinafter called the "Government")

represented by the ATOMIC ENiRGY CONMISSI (hereinafter called the

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

"Contractor"), a corporation of the State of Delaware with• its principal

office and place of business in Midland, Michigan, modifying Contract

No. AT(29—l)—U06, dated January 18, l9Sl, between said parties

WITNESSETH THA.T

The parties hereto mutually agree as follows:

1. Article XI is amended by adding a new paragraph (e) as

follows:

!'(e) Secure a prior written approval of the authorized

representative of the Coxmission if a reimbursement under

the contract of lOO.OO or more may be, involved before (i)

furnishing Contractor-.owried materials, supplies or equip..

merit for the performance of the work hereunder or (ii)

entering into an agreement, subcontract, purchase order

or commitment with a corporation which is wholly owned or•

in fact controlled by the Contractor."

2. Article XXI is amended by denominating the present paragraph 2.

ac SUbparagraph 9(a)" of paragraph 2 and by adding a new subparagraph

11(b)It to said paragrapi 2 as foUow:
S.,

11(b) It is further agreed that, if the Coritr

complied with the security regulations and. réqd

of the Commission as it has agreed to do under pa

1 of this Article, as to the matter covered by such regu..

lation or requirement such óompliance &hallbe deem7d

performance under this A?ticle of the contract."

3. Article XXI is further amended by adding a new paragraph 9

as follows:

, 9• NOthifl ifl th:Ls Article shall be .eemed to extend the

Contractorts liability for Gover ment-.o'ned property as such

liability is set,forth in Article IX of this contract."

]N WITNESS WHEREOF, the parties hereto hav'é executed this supplemental agreement in several counterparts.

THE UNITED STATES OP AMERICA

By /s! C. L. Ty1er

Manager — SF00

Atomic Enerr Coninissiofl

THE DOW' CHEMICAL COMPANY

By /s/ Fred H Brown_ - —

Title - - Assistant Sec__tay - CORPORATE CERTIFICATE

I, Robert B. Bennett - ., certify that I am the

Assistant Secretary secretary of the corporation named

as Cntractr herein; that H. Brown

who signed this contract on 1ehã1f of tii citractor, i'as then

Assistant Secretary - of said corporation; that

contract was duly signed for and in behalf of said corporation bl

"r of its governing body, and is within the scope of its

'

T

/sLRI
Contract No. AT(29..1)-.:

Modification No. 2

Dated July 1, 1952

This Supplemental Agreement made this first day of

______

1952, betwei the UNITED STATES OF AMERICA (hereinafter called the

"Government"), reuresented by the ATOMIC. BNERGY COMMISSION (hereinafter called the "Commission"), and THE DOW CHEMICAL COMPANY (hereinafter called the "Contractort), a corporation of the State of

Delaware with its principal office and place of business at Midlands

Michigan.

WITNESSETH THAT:

WHEREAS, on January 18, 1951, the parties entered into Contract

No. AT(29l)flO6 for the operation by the Contractor of a facility

for the fabrication of certain materials and for relat'work, which

contract has previously been modified by Modification No. 1; and

WHEREAS, the parties desire to increase the scope of work, to establish the fee for the fiscal year beginning July 1, l95Z to

obligate additional funds for the performance of the work hereunder,

and to make provision for examination of accounts and records by the

Comptroller General;

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. Article I is amended by adding a new paragraph b as follows:

"Li. The Contractor, when, where, and as requested by

the Commission, shall furnish personnel to assist in

the transportation and protection of materials in transit to and from the site."

:1

H

- 1
2. Article IV, pai l(b) is modified td read as

t1(b) For the period from July 1, 19S2, through

June 30,, 19S3, a fixed fee of Three Hundred Thirty Thousand Dollars (33O,O0O.00) to be paid in monthly

installments of Twenty..5even Thousand Five Hundred

Dollars ($27,S00.OO) beginning July 31, l9S2, which

shall constitute complete compensation for the Contractor's services inoluding profit and all general

home office overhead expenses for the perforrriance

of the work under this contract during, that period.

The amount of the fee for subsequent fiscal years

beginning July 1, 19,53, will be agreed upon prior

to the beginning of/those years."

3. The first sentence of Article IV, Paragraph 3 is modified to

read as follows:

"The Conmdsâion has obligated Nine Nillion Six Hundred

Eighty-Four Thousand Dollars ($9,68I,O00.OO) for the

performance of the work hereunder and will obligate

additional funds for the performance of the work from

time to time," - . Article VII is amended by adding new paragraphs as

follows:

13, 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 perti-'

nent books, documents, papers and records of the Contractor involving transactions related to this contract..

The Contractor further agrees to include in all

its 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 e iration

of three years after final payment under thi..s contract

with the Government, have access to and tha right to

examine any directly pertinent books, documents, papers,

and records of such subcontractor involving transactions

related to the subcontract. The term subcontract as

used herein does not include (i) purchase orders not

exceeding 5oo, or (ii) contracts or purchase orders

for public utility services at rates established foruniform applicability to the general public.

—. —--1r,rpk f It tfl9
CORPORATE CERTIFICATE

• •.

in thi con_...sha

.t. by the Genera], Acc u:

.on under this contract,"

IN the parties hereto have ' - - - supp1i... —. _?eernent as of the day and year first above wril

THE UNITED STATES OF AMERICA

BY THE ATOMIC ENFRGY COMMISSIO!I

BY Js/ CL P Kraker - Contracting Officer

THE DOW CH24ICAL CPANY

BY Is! Cyin A C ampbefl

TITLE

_______________________

I,

— Vice Presi4ent

R. B. Beñnett • certify that I am the

authority

corporate

Assistant secretary of the corporation named

is Contractor herein; that Calvin A. Campbell. - $

who signed this contract on behalf of the Contractor, was then

Vice President of: said corporation; that said .. )11'

tract was duly signed for and in behaLf of said corporation by

of Its governing body, and is within the scope of Its

powers.

CORPRATE SEAL 1sf R.B Benmtt

TI
Michigan.

WITNESSETH THAT

certain materials arid for related work; and

of the work hereunder;

1W

No. AT(29-1)..llO6

• L...,... August 7, 1951

• - I 1.. Thie Supplemental Agreement made ti seventh day of August, 1951, between

the UNITED STATES OF AMERICA (hereinafter called the "Goverent"), represented

-by the ATCMIC ENERGY COMMISSION (hereinafter called the "Commission"), and TIlE

DOrICH1ICAL COMPANY (hereinafter called the "Contractor"), a corporation of the

State of Delaware with its principal office and place of business at Midland,

WHEREAS, on January 18, 1951, the parties entered into Contract No, AT(291)

1106 for the operation by the Contractor of a facility for the fabrication of

WHEREAS, the parties desire to, establish the fee for the fiscal year

beginning July 1, 1951, and to obligate additional funds for the performance

NOW, THEREFO1E, the parties hereto mutually agree. as. follows:,

1. Article IV, paragraph 1(b) is modified to read as follows:

"(b) For the period froi July 1, 1951, through June 30, 1952,

a fixed fe of Four Hundred Twenty Thousand Dollars ($l20,0OO)-

to be paid in monthly installments of Thirty..Five Thouàand

Dollars ($35,000), beginning July 31, 1951, which shall

constitute complete compensation for the Contractor's services

including profit and all general home office overhead expenses

for the performance of the work during that period. The amount of the fee to be paid to the Contractor for subsequent fiscal

years beginning July 1, 1952, will be agreed upon prior to the beginning of those years."

2. The first sentence of Article IV, paragraph 3 is modified to read

i followá:

"The Commission has obligated Four Million Five-Hundred Thousand Dollazià (&,5oo,ooo.oo) for the performance of the work hereunder n4 wilI'obligate additional funds for the performance of the work

- strom tme to time."

- 1 -

- :
CORPORATE CERTIFIcATE

agree ent as

p

m WITNESS WHEREOF, _. othedayd

lj.i;

BY41

I

I,

THE DOW CHFI4ICAL

BY_ /s/ Mark

___

MaricE. 1 TITLE jpp Presjdt,

uTh A , certify that I an the secrethry of the corpoatjon named as ConS- tractor herein that .:'

this contract , wlo signed on behalf of the Contractor, was then President and _General Man ager — of said corporation; that said ntract was duIj. signed for and in behalf of said corporation by authority of its governing body, and is within the scope of Its corporate powers,

/s/_Ca1vin A. Campbefl Calvin A. CanipbeU

Secretary

-C

CORPORA E SEAL
DATE

-

'1.

LOCATION

1Plant Rocky F13t8, Co1oraci

'J..flO6

following revision or addition January 18,- 195]. - Modified July 1, 1954 to the approved employment policies and wage and salary schedules of the contractor roved for reimbursement, effective

May 30, 1955

A, SCHEDULE 1 Revised rate ranges for Exempt Salaried nployees reflecting normal annual increase. - IX A, SCHEDULE 2 - Revised rate ranges for Nà.exempt Salaried Employees reflecting normal annual increase.

— Al
cONTRACTOR

r.:'.The Dow Chemical Company

CONTRACT NO.

•.AT(29-.l)-fl06

Char].ea C. Campbófl ( DATE Acting }fanag4r July

r Flats Plant

_____J

L .

-, PAGE oF F LOCATION

-Rocky Flats, Colorado

DATE OF CONTRACT

-January 18, 1951 - Modified July 1, 1954

The following revision or addition to the approved emloyment policies and wage and salary schedules of the contractor is approved for reimbursement, effective JU].y U, l95

APPENDIX A, PART II Salaried Employees. Paragraph A, Subparagraph 2 aniënded by adding Subparagraph c to establish a shift differen..

tial for non—exempt salaried employees.

A A A A

Tml

I. I. .,— I
DATE OF CONTRACT

The followm revision or addition to the

JanurT 18 1951 —- — Modified July 1. 195k ----—if —- approved employment policies and wage and salary schedules of the contractor is approved for reimbursement, effective 25, 1955

AppJrJIx A, SCHEDULE 1 — Classification of Position E—RF 110, Personnel Director, Changed to pager of Thdustrial Relations.

DATE —

- hi+4,p VI!II,EkL

.L/-1_..,j

aats Plant

. Chemical company:-

LOCATIONRocky Flats, Colorado

"-1106

PAGE

:7'

'I
PJ Rocky Flats, Co1orad,.

'"•flO6 - The following revision or addition to- the January 18, 1951 Modified July 1, . - approved employment policies and wage and salary schedules of the contractor

roved for reimbursement, effective M 16, 1955

.APPENDIx A, SCHEDULE 4 — Revised hourly wage This is inkeeping with a recently

rates for Plant Protection persoel. negotjat,

- between The Dow contract

Trades Council, represent Chemical Company and the Denver Metal the hourly

- maintenance production and employees at Rocky Flats Plant.

Al
- Contract No. AT-(29-1)- iio6

This contract made this 18th day of january, 1951, by the ' United States of America (hereinafter called the "Government"), re—

presented by the Atomic Energy Commission (hereinafter called the

"Commission"), and The Dow Chemical Company, a corporation of the

State of Delaware (hereinafter called the "Contractor") with its

principal office and place of business at Midland, Michigan.

WITNESSETH THAT:

WHEREAS, the Government desires to utilize the management,

engineering, scientific research and development, and manufacturing

skills of the Contractor in the operation of a facility (hereinafter

called the "Project") at a site to be selected as hereinafter set

forth for the fabrication of materials described in Appendix B and

for related work; and

WHEREAS, the Contractor is willing to undertake such operation and related work in accordance with' the provisions hereof; and

WHEREAS, the Government deems the performance of the work

hereunder to be essential in the interest of the common defense and

security; and

WHEREAS, this contract is authorized'by and executed under

the Atomic Energy Act of l9k6

NOW THEREFORE, the parties heretq mutually agree as follows:

ARTICLE I - SCOPE OF WORK

1. The Contractor, when, where, and as requested by the

Commission, shall provide consulting, advisory, and other syes

related to site selection and to design, 'construction and operation
/ -2-

of the Project, and such related work as the parties may agree

should be performed by the Contractor.

2. The Contractor shall operate the Project and do all

things necessary to carry out the program of work described in

classified Appendix B as amended or changed from time to time.

3. The Contractor shall to the best of its ability furnish

thepersonnel, services, material, supplies and equipment, not

furnished by the Government, necessary for the performance of the

work hereunder.

ARTICLE II - TERM OF CONTRACT

The term of this contract shall begin with the 18th day of

January, 1951, and expire with the 30th day of June, 195k, unless

sooner terminated as hereinafter provided.

ARTICLE III - REIMBURSEMENT OF COSTS

The Contractor shall be reimbursed for all of its actual

expenditures, made in good faith in performance of the work hereunder,

(

including but not limIted to the following items:

(a) In accordance with Appendix A and amendthents thereto,

costs of labor, whether a wages, salaries, benefits, or other compensation In pursuance of the Contractor's employment, employee welfare

policies, and retirement plans.

(b) In accordance with Appendix A and amendments thereto,

costs of trayel and transportation; which shall include the cost of

travel, subsistence and basic pay of the Contractor's employees not

carried on the project payroll (excluding corporatlonofficerS and

directors) when such employees travel away from their regular duty

statiofls to perform work hereunder with the prior written approval

of the Commission.
(c) Costs of recruiting and training of pesc..

(d) Costs, including transportation charges, if any, 'u

materials, machinery, supplies, equipment, utilities, power and fue

(e) Payments on subcontractS made in accordance with the

provisions of this contract.

(f) Costs of temporary rights in land required in connection

with the work when approved in writing by the Commission.

(g) Premiums for bonds and ins-urance policies as have been •

approved or required by the Commission.

(h) Losses or expenses not compensated by insurance or

otherwise actually sustained by the Contractor in connection with the

work (including settlement made with the written consent of the

Comxnission). provided that such reimbursement shall not include any

amount for which the Contractor would have been indemnified or compensated by insurance except f or failure of the Contractor to procure

or maintain bonds or insurance as specifically required by the Commission.

(i) Payments under the Federal Social Security Act and

payments of state or local taxes, and fees or charges for permits

and licenses which the Contractor may be required to pay in order to

perform this contract, but not including corporate franchise or income

taxes.

(j) Rental for equipment or facilities furnished or leased

by the Contractor on such terms and conditions as may be approved by

the Commission.

(k) Costs of all communication facilities and services.
(1) Costs of eonstructiflg or replacing any of the work

or property destroyed or damaged and not covered by Insurance, but

expenditures under this item must have the written authorization of

the Commission in advance.

(m) In the event the Commission shall determine that the

best Interests of the Commission require that the Contractor initiate

or defend litigation arising out of the performance of this contract,

the Contractor will proceed with such litigatiofl,. and the costs thereof,

0 including judgments and court costs, allowances rendered or awarded in

connection with suits for wages, overtime or salaries shall be reimbursable under this contract.' The Contractor and the Commission shall

jointly determine In each case if the best interests of the project

will be served by such litigation being handled by government furnished

counsel or by private counsel employed by the Contractor or by both

government and private counsel. When it is determined that private

counsel should be employed, attorneys' fees will be reimbursable

under this contract.

(n) Costs resulting from the institution and maintenance of

security safeguards and safety measures required or approved by the

Commission.

ARTICLE IV - PAYMENTS, FIXED FEE AND OBLIGATION OF FU!

1. In consideration for its undertaking under this contract,

the Contractor shall receive:

(a) Reimbursement for expenditures as provided in Article

III; and

(b) For the period from January 18, 1951,' through june 30,

1951, a fixed fee of One Hundred Ninety-two Thousand Five Hundred'
-5-.

Dollars ($192,500) to. be paid Seventeen Thousand Five HundxedDo11az

($17,500) dollars on January 31, 1951, and the balance to be paid in

monthly installments of Thirty-five Thousand Dollars ($35,000) each,

which shall constitutecomplete compensation for the Contractor's

services including profit and all general home office overhead

expenses for the performance of the work during that period. The

amount of the fee to be paid to the Contractor for subsequent fiscal

years beginning July 1, 1951, will be agreed upon prior to the

4 beginning of those years.

2. Costs reimbursable under this contract shall be paid

from funds advanced to the Contractor by the Commission0 Disbursement

made from advanced funds will be audited at least once each three

month period, and the Contractor's advance account will be cleared

by such audit in the amount of such disbursements as are found to

have been made in accordance with the provisions of the contract.

3. The Commission has initially obligated Five Hundred

Thousand Dollars ($500,000>' for the performance of the work hereunder

and will obligate additional funds for the performance of the work

from time to time. The Contractor shall notify the Commission in

writing whenever its expenditures, commitments, obligations and

earnings total 85% of the total amount then obligated. The Commission

will advise the Contractor as to the availability of additional funds

for obligations hereunder. Should the total earnings, expenditures,

commitments and obligations of the Contractor reach 100% of the sum

then obligated by the Commission, the Contractor shall immediately

céase all work covered by this contract and incur no additional

penses op obligations until notified in writing by the CoinmisrsiOfl

the amount obligated has been increased It is understood ai
-6-

agreed that the total obligations of the Government or the Commission

under this contract at any given time are limited to the amounts then

obligated or available for obligation by the Commission for the

performance of the work hereunder.

ARTICLE V - ADVANCES

1. The Commission shill, from time to time, advance to the

Contractor withOut interest such sums øf money as the Commission and

the Contractor mutually agree are necessary to finance the performance • of the work. Such funds will, at all times, remain the property of the

Commission and the Contractor will acquire no property right, title or

interest in or to such funds other than the right to make expenditures

therefrom for the purpose of paying the costs of performing the work

which are reimbursable to the Contractor under this contract.

2. All funds advanced shall be deposited by the Contractor

in a special trust account or accounts at a member bank or banks of the

Federal Reserve System, or any "insured" bank within the meaning of the

act creating the Federal Deposit Insurance Corporation (Act of August

23, 1935, k9 Stat. 68k) as amended (12 U.S.C0 26k), and shall be kept

separate from the ContracOr'5 own funds. Such special trust account

or accounts shall be designated so as to indicate clearly to the bank

their special character and purpose, and that the balance in such

account or accounts may be used by the Contractor for carrying out the

purpose of this contract and not for any other business of the Contractor. The account may be designated as "Advance Fund under Government Contract No AT-(29-1)- 1106", or any similar designation which

will bring about the desired purpose. The bank in which the fund is

deposited shall be under no liability to any party to this contract
/

/

-7-

for the withdrawal of any funds from said special account by checks

signed by the COntractor and properly endorsed except that after

receipt by the bank from the Commission of written directions, the

bank shall act in accordance with such directions and shall be under

no liability to any party to this contract for such action. Any

instructions or directions received by the bank from the Commission

written upon Atomic Energy Commission stationery, and purporting to

be signed by or at the discretion or under the authority of the

) Commission, shall, insofar as the rights, duties and liabilities

of the bank are concerned, be conculsively deemed to have been

properly issued to the bank by the Commission.

3. It is agreed that if the aggregate of the funds advanced under this contract shall at any time exceed the total amount

which the Contractor is then authorized to expend or obligate under

this contract, then such excess amount shall be repaid by the

Contractor to the Commission immediately upon the Commission's

demand. Furthermore, if at any time during the term of this contract or prior to final settlement hereunder, the Commission shall

determine that the unexpended balance of the advances made exceeds

the Contractor's current needs under the contract, the amount of

such excess shall, upon demand, be promptly repaid to the Commission

and credited by the Commission against the amount then due the Commission on advances previously made.

k. Subject to advance approval of the Commission, the

Contractor may make payments to subcontractors and material men

for labor and services or materia],s in advahce of performance or

delivery. Such sub-advances shall not exceed 30 per cent of the I,
-8-

j,.uJ' -

subcontract price or estimated cost, as the ease may be,' and the

subcontractor or mterlal man to whom such advances are made shall

furnish adequate security therefor. Unless other security approved

by the Commission is furnished, covenants shall be inserted in such

subcontraets to provide that the Commission shall retain title to

the funds so advanced and that the title to all property purchased

from such funds shall immediately pass to the Commission and unposing upon the subcontractor the same duties and, giving the Corn- , mission the same rights as are provided in this agreement between

the Contractor and the Commission.

5. Upon termination of this contract, a complete and

final audit of all accounts under the contract will be made and

immediately thereafter, the Contractor shall repay to the Commission

any funds remaining in the trust account or accounts less any sum

which the CommissiOn then owes the Contractor under this contract

as determined from the final audit. After such repayment is made

to the Commission then and only then, the balance remaining shall

become the property of the Contractor, free and clear of any claim

or trust in favor of the Commission. - 6. Should the Contractor fall to repay to the Commission

any sums demanded as provided jn paragraph 3 above or any suns due,

as determined by the final audit mentioned in paragraph 5 above,

then the Commission may direct the bank not to honor any checks

thereafter drawn on the account by the Contractor.

7. The Commission shall have the right, insofar as the

Contractor is concerned, to inspect and make copies of any ,ñtrie3

in the books and records of the bank or banks relating to the special.
unt or accounts established hereunder.

ARTICLE VI - CHANGES

The Commission may, at any time, by written order, issue

additional inátructlons, require additional work or services with

the consent of the Contractor, or direct the omission of work or

services covered by this contract or classified Appendix B. If

such changes cause a material increase or decrease in the amount

or character of the work and services to be done under this con-

, tract, an equitable adjustment of the amount of the fixed fee to

be paid the Contractor shall be made and the contract shall be

modified in writing accordingly. Any claim for adjustment under

this Article must be asserted within ten (10) days from the date

the change Is ordered unless the Commission shall grant a further

period of time prior to the date of final settlement of the contract. Nothing provided in this Article shall excuse the Contractor from proceeding with the prosecution of the work so changes.

ARTICLE VII - REC0RDS,_AC0UNTS

1. The Contractor shall establish and maintain a separate

and distinct set of accounting records and books of acôount covering

work performed under this contract. Such records and books of

account shall be kept at a place mutually agreeable and shall show

the actual cost of all items of whatever nature for which reimbursement Is authorized under the provisions of this contract and any

and all other accounting transactions of whatever nature that are

applicable to the contract. The system of accounting and Internal

control and the internal auditing procedures, established and maintamed by the Contractor, shall conform to generally accepted accounting
-10-

princiPles and shall be such as are

satiSfaCtoI7 to the CommisSiOfl.

All books, records and supporting data are the property of the

CommiSsiona shall be delivered to the CommisSlofl within 5 years

after the completion or termination of this contract.

2. The Commission shall at all teasonable times be

afforded proper facilities for nspectiofl of the work and audit

of the records, shall at all reasonable times have access to the

premises, work and materials, to all books, records, corresP0nden,

• instructions, plans, drawings, receipts, vouchers, and memoranda

of every description pertaining to said work.

ARTICLE VIII - REP ORTS

The Contractor shall make such reports to the Commission

with respect to activities under this contract as the Commission

may require from time to time, such reports to be in the form prescribed by the Commis5i0

ARTICLEX - GOVERN NT-OWED PRO!X

a

1. Title to all property for which the Contractor shall

be entitled to claim reimbursement for hereunder shall vest in the

Government free and clear of all liens and encumbrances when title

passes from the Contractor's supplier, unless the Commission shall

otherwise direct in writing; provded that the right of final

inspection and acceptance or rejection of such property at the site

of the work or such other place as it may designate in writing, is

reserv7 to the Commission.

2. (a) All reports, drawings, designs and specificati0mS

prepared hereunder are to become the property of the Government

whether complete or incomPlete, and the Government shall have the

L
-1].-

full right to use said drawings, designs and specification f or

any purpose whatsoever without any claim on the part of the Contractor for additional compensation.

(b) All twtes, books, records and other data concerning the work required hereunder shall be the property of the

Government and shall be delivered to the Government whenever requested

by the Commission, and, furthermore, access to such data shall be

restricted to duly authorized representatives of the Government and

of the Contractor0 Access to such data shall not be given to any

other persons without the Commission's prior approval in writin>//

3. (a) The Contractor shall cause property, for which

It Is accountable, title to which is vested in the Government, to

be marked with an Identifying mark or symbol Indicating that such

items are the property of the United States as required by the

C ornrni S Si on.

(b) The Contractor shall maintain at all times, in

a manner satisfactory to the Commission, records showing the location,

disposition and/or use of all property which Is owned by the Government and for which the Contractor Is accountable, or which is rented

to the Government by the Contractor in connection with the work.

LI. The Commission reserves the right to furnish any

property necessary for the performance of the work hereunder.

5. As authorized by the Commission, the Contractor may

sell, lease, license, transfer, or otherwise dispose of Governmentowned property in its care, custody, or possession in connection

with the performance of this contract.
-12-

6, The Contractor will not be liable for loss, destruction of or damage to Governent...owned property under its control,

except when such loss, destruction or damage results from the

willful misconduct, gross negligence or failure to exercise good

faith on the part of a corporate officer, or other person having

supervision or direction of the performance of all or substantially

all of the work under this contract0 - 7. In the event the Contractor is indemnified, reim-

/ bursed or compensated for any loss or destruction of or damage to

Government-owned Propoerty, it shall equitably credit the account

established under Article V. The Contractor shall do nothing to

prejudice the Government's rights to recover against third parties

for any such loss, destruction or damage, and, upon the request of

the Commission, shall, at the Government's expense, furnish to the

Government all reasonable assistance and cooperation (including the

prosecution of suit and the execution of instruments of assignment

in favor of the Government) in obtaining recovery,

ARTICLE X - PROCUREMENT

1. The Contractor- will make all purchases required in

connection with the performance of the work in a good commercial

manner, except that:

(a) Unless the Commission authorizes in writing,

the Contractor will not procure any motor vehicles, typewriters

or Printing equipment, or any other specific items which the Commission may specify from time to time.

- (b) Procurement through Government sources of supply

will be made available to the Contractor and shall be utilized when
j.it appears to the Contractor to be in the best interests of the

pro3ect to do so, taking into consideration prices, delivery dates,

and suitability of items available.

(c) The Contractor will not use any procurement

procedures which the Commission has advised the Contractor are

contrary to Commission policy.

(d) The Commission agrees that it will furnish

assistance to the Contractor by way of priorities and other

I

assistance to enable the Contractor to procure equipment and

services required to perform hereunder.
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ARTICLE XI - SPECIAL REQUIREMENTS

The Contractor hereby agrees that it will:

(a) Use its best efforts to take the advantage of all

cash and trade discounts, rebates, allowances, credits and commissions.

(b) Secure a priorwritten approval of the Commission

before entering into an agreement, subcontract, purchase order or

commitment by which $25,000.00 or more may be involved.

(c) Make all agreements, subcontracts, purchase orders

and commitments assignable to the Government.

(d) Deposit all revenues aising from. operations under

this contract in the Special Trust Account or accounts established

under Article V, paragraph 2, hereof and apply such revenues in

reduction of the cost of the work hereunder, or otherwise pay such

revenues to the Government as the Commission may direct.

ARTICLE XII - CONTRACTOR'S ORGANIZATION

1. The Contractor shall employ and maintain a staff of

personnel in sufficient numbers to enable it to perform the work

required hereunder efficiently and economically and within the

prescribed time limits. - 2. The Contractor may, with the prior written approval

of the Commission, obtain, in a manner to be approved by the Corn-

-mission, outside expert technical advice or services when it appears

that such advice or services are necessary o desirable in connection with the performance of the work. .
ARTICLE XIII - TER4INATION

1. Either party may terminate this contract by giving

the other party written notice of terminatiOn 90 days prior to the

effective date thereof. Upon such termination, the Contractor shall

take the following action unless otherwise directed by the Commission

in the notice of termination or unless otherwise mutually agreed by

the Commission and the Contractor:

(a) Terminate all work under the.cOntract on the date

specified in the notice of termination.

(b) Place no further orders or subcontracts.

(c) Terminate all orders and subcontraCts.

(d) Assign to the Government in the manner and to the

extent directed by the Commission, all of the Contractor's interest

in the subcontracts so terminated.

(e) Settle, with the apprbval or ratification of the

Commission, all orders and subcontractS (which have not been assigned

to the Government), obligations, commitments, liabilities, and claims,

the cost of which would be reimbursable in accordance with the provisions of this contract.

(f) Deliver to the Government in the manner directed by the

Commission the completed and uncompleted work, supplies, materials,

plans, drawings, records, jnformatiofls, and reports and other property to which the Government has title.

Take such other action as may eneCeS5ary, or as the

direct, for the protection and preservation of proin the possession of the Contractor and in whIch the

or may acquire interest.

/

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(g)

Commission may

perty which is

vernment has
2. Upon suchxtermjnation the Government shall

Contractor the following amounts:

(a) All costs and expenses reimbursable in accordance

with this contract, not previously paid to the Contractor for the

performance of this contract prior to the effective date of the

notice of termination, and such of these costs as may continue for

a reasonable time thereafter with the approval of or as directed

by the Commission; provided, however, that the Contractor shall

proceed as rapidly as practicable to discontinue such costs.

(b) The cost of settling and paying claims, either arising out of the termination ofwork under subcontracts or orders or

with respect to any other obligations, commitments, and liabilities,

including employment contracts, the cost of which would be reimbursable in accordance with the provisions of this contract, and

costs arising in connection with the termination of this contract

and properly chargeable to this contract.

(c) The cost of action necessary or directed by the

Commission for the protection and preservation or f or delivery to

the Government of property which is in the custody of the Contractor

and in which the Government has or may acquire an interest.

(d) Any other reasonable cost, approved or ratified by

the Commission as incidental to the termination of work under this

contract, including legal, accounting, cleripal costs.

(e) A fixed fee in an amount to be agreed upon as cornpensation to the Contractor for its services in closing out the work

this contract
3. The Government shall have the right, in connection

with any of the payments required by this Article, to offset the

amount of any unsettled clain in connection with this contract

which the Government may have against the Contractor.

Aj No settlement under this Article shall prejudice

the Contractor's rights to reimbursement with respect to claims

subsequently found or determined by the Contractor to have been

incurred in the performance of the contract and not known or

) determined at the time of such settlement.

5. The close out of this contract, upOn its expiration,

shall be accomplished and settled in the same manner, and with the

• same effect, as though the contract had been terminated.

ARTICLE XIV - DISPUTES

• Except as otherwise specifically provided in this contract, all disputes which may arise u.nder this contract, and which

are not disposed of by mutual agreement, shall be decided by a

.4 representative of the Commission duly authorized to supervise and

administer performance of the work hereunder, who shall- reduce his

decision to writing and mail a copy thereof to the Contractor at

his address shown herein. Within thirty (30) days from this mailing the Contractor may appeal in writing to the Commission, whose

written decision or that of another designated representative or

board thereon shall be final and conclusive. Pending decision of

a dispute hereunder the Contractor shall diligently proceed with

th performance of the work under this contract
ARTICLE XV - SUBCONTRACTS

The Contractor shall., not subcontract any of the work he

is obligated to perform. wider this contract except as authorized

in writing by the Commission

ARTICLE XVI - COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that it has not employed any

person to solicit or secure this contract upon any agreement for

a commissiOn, percentage, brokerage, or contingent fee, Breach

• of this warranty shall give the Commission the right to annul the

contract, or, in its discretion to deduct from the contract price

or consideration the amount of such commission, percentage, broker—

age, or contingent fees. This warranty shall not apply to commissions payable by contractors upon contracts or sales secured or

made through bona fide established commercial or selling agencies

maintained by the Contractor for the purpose of securing business.

ARTICLE XVII - OFFICIALS NOT TO BENEFI

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 mal arise therefrOm,bUt this provision

shall not be construed to extend to this contract if made with a

corporation f or its general benefit

ARTICLE XVIII - ACCIDENT PREVENTION

The Contractor shall take all steps and all precautions

to protect health and to minimize danger from all hazards to life

and property, and shall make all reports and permit all safety

tions of work being performed under this contract a8,

i provided f or in safety regulations enti.ed]

Lq
Energy Commission - Safety Regulations't, as same may be here

revised, (on file in the office of the Commission), or as the

Commission may direct persuant thereto.

ARTICLE XIX - INSURANCE

1. The Contractor shall procure and thereafter maintain

such bonds and insurance in such forms and in such amounts and for

such periods of time as the Commission may require or approve in

writing and shall require the insuror to give the Commission 30

days written notice of any change in or cancellation of insurance

coverage.

2. Except as otherwise directed by the Commission where

this contract requires the Government to pay or reimburse the premium

on a bond or insurance policy, the bond or insurance policy shall

contain an endorsement or other recital excluding by appropriate

language any claim on the part of the insuror or obligor to be

subrogated, on payment of a loss or otherwise, to any claim against

the Government. Such bonds and insurance policies shall contain a

provision requiring the Company issuing the bond or policy to give

the Commission 30 days written notice prior to cancellat-ion of the

bond or policy.

3. The Contractor shall give the Commission immediate

notice in writing of any suit or action filed against the Contractor

arising out of the performance of this contract and of any claim

against the Contractor the cost and expense of which are reimbursable

under this contract, and the risk of which is then uninsured or in

ioh the amount claimed exceeds the amount of insurance coverage

tor shall furnish immediately to the Commission COP

1inga received by the Contractor Insofar i

con

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I
/request of the Commisslo :tract shall do any

all things to effect an assigrinient and subrogation in favor of the

Government of all Contractor's rights and claims except against

the Government, arising from or growing out of such asserted claims,

and, if required by the Commission, shall authorize representatives

of the Government to settle and/or defend any such claim and to

represent or take charge of any such litigation affecting the

Contractor. - N.

ARTICLE XX - ASSIGNMENT OF RIGHTS

No part of this contract and no claim or right arising

hereunder may be assigned by the Contractor to third parties without

the prior written consent of the Cornniission.

ARTICLE XXI - SECURITY

1. The Contractor agrees to conform to all sec it

regulations nd requirements of the Commissioh including the

operation of a contrQ:rd force.

2. The Contractor Is repoxisibie for the security, ineluding the protection against sabotage, espionage or theft, of all

restricted data, other classified matter, and other matter of high

monetary or strategic value, made available to him, developed by

him, or otherwise in his possession or custody, in connection with

this contract, and

ance with the ublished instructions of the Commission initiate and

maintain such measures as are necessary for protection and accounta- = ility of such matter and information

8 (
'ii

3. The term "restricted data", as used in this Article

and in the Atomic Energy Act of 1911.6, as amended, means all data

concerning the manufacture or utilization of atomic weapons, the

production of fissionable material or the use of fissionable

material in the production of power, but shall not include any

data which the frot time to time deems may be pubLLshed

without adversely affecting the common defense and security.

4. Except as the Commisjon may authorize, in accordance

with the Atomic Energy Act of 1911.6, as amended, the Contractor will

not permit any individual to have access to restricted data until

the Federal Bureau of Investigation shall, have made an investigation and report to the Commission on the character, associations

and loyalty of such individual and the Commissj.on shall have determined that Permitting such person to have access to restricted data

will not endanger the common defense or security0

.5. Disclosure of information relating to 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 coilnection with work under this

Contract may subject the Contractor, his agents, employees and subcontractors to criminal liability under the laws of the United

States. (See the Atomic Energy Act of 1911.6, as amended. See also

c:18 U.S. Code 791-797, Chaptej615 Pb1i Law No. 772, 80th Con2nd SessIon, approved June 25, 1948, effective September 1,

as supplemented by Exec.itjve Order No 10104 dated