Page images
PDF
EPUB

Officer to the contractor, to pay directly to to the deposit and withdrawal of funds in the the persons concerned all amounts due which

above Special Bank Account, but shall not be otherwise would be allowable under this responsible for the application of funds contract. Any payment so made shall dis- properly withdrawn from said account. charge the Government of all liability to the After receipt by the Bank of written direccontractor therefor.

tions from the Contracting Officer, or from [25 F.R. 8864, Sept. 15, 1960, as amended at 26

the duly authorized representative of the F.R. 7583, Aug. 16, 1961; 31 F.R. 9064, July 1,

Contracting Officer or the Manager of the 1966; 31 F.R. 15018, Nov. 30, 1966)

Operations Office of the Com

mission, the Bank shall act thereon and shall § 9–7.5006–24 Special bank account

be under no liability to any party hereto for agreement.

any action taken in accordance with the said Agreement entered into this

day

written directions. of

196.-, between the (3) The Government, or its authorized United States of America (hereinafter called representatives, shall have access to the the Government), represented herein by the books and records maintained by the Bank United States Atomic Energy Commission with respect to such Special Bank Account at (hereinafter referred to as the "Com- all reasonable times and for all reasonable mission"),

here- purposes, including, without limitation, the inafter called the “Contractor,” a corporation inspection or copying of such books and recunder the laws of the State of

ords and any and all memoranda, checks, and

hereinafter called the correspondence, or documents appertaining : Bank, a banking corporation under the laws thereto. Except as agreed upon by the Govof located at

ernment and the Bank, all books and records RECITALS

pertaining to the Special Bank Account in

the possession of the Bank relating to the (a) Under date of

196_-, Special Bank Account agreement shall be the Commission and the Contractor entered

preserved by the Bank for a period of three into Contract(s) No.

or a Sup- (3) years after final payment under the plemental Agreement thereto, providing for contract to which the Special Bank Account the making of advances of Government funds

agreement pertains or otherwise disposed of to the Contractor. Copy of such advance in such manner as may be agreed upon by provisions has been furnished to the Bank. the Government and the Bank.

(b) The Commission requires that amounts (4) In the event of the service of any writ advanced to the Contractor under said con

of attachment, levy of execution, or comtract or Supplemental Agreement be depos- mencement of garnishment proceedings with ited in a Special Bank Account or accounts

respect to the Special Bank Account, the with a bank designated by the Treasury Bank will promptly notify the Manager, Department as a depositary and financial

Operations Office, United States agent of the government (Section 10 of the

Atomic Energy Commission. In witness Act of June 11, 1942, 56 Stat. 356; 12 U.S.C.

whereof the parties hereto have caused this 265), separate from any of the Contractor's

Agreement to be executed as of the day and general or other funds; and, the Bank being

year first above written. such a bank, the parties are agreeable to so depositing said amounts with the Bank.

(Signatures and official titles) (c) This Special Bank Account shall be designated

[25 F.R. 8864, Sept. 15, 1960, as amended at

31 F.R. 15018, Nov. 30, 1966) (Name of Contractor) (Contract No.) $ 9–7.5006–25 Payments (cost-type con. United States Atomic Energy Commission tracts where funds are not advanced). Special Bank Account.”

(a) Payments on account of allowable COVENANTS

costs. Once each month (or at more fre

quent intervals, if approved by the ContractIn consideration of the foregoing, and for

ing Officer) the contractor may submit to other good and valuable considerations, it is

the Contracting Officer, in such form and agreed that:

reasonable detail as he may require, an in(1) The Government shall have title to the

voice or voucher supported by a statement of credit balance in said account to secure the

costs incurred by the contractor in the perreturn of all advances made to the Contrac

formance of this contract and claimed to tor, which title shall be superior to any lien constitute allowable costs. Promptly after or claim of the Bank or others with respect to receipt of each invoice or voucher the Govsuch account.

ernment shall, subject to the provisions of (2) The Bank will be bound by the provi- (c) below, make payment thereon as apsions of said contract or contracts relating proved by the Contracting Officer.

NOTE: For supply-type contracts make last sentence read “make payment to the extent of 90% thereon."

(b) Payments on account of fixed fee. The fixed fee shall become due and payable in periodic installments in amounts based on the proportion of the work then completed as determined by the Contracting Officer. In making such periodic payments there shall be retained (10 or 15) percent from each payment which retained amounts shall be paid upon completion and acceptance of all work under this contract; provided, however, that the Contracting officer may at any time the amount of the retained fixed fee equals One Hundred Thousand Dollars ($100,000) make payments of any of the remaining periodic installments of the fixed fee in full.

(c) Audit Adjustments. At any time or times prior to settlement under this contract the Contracting Officer may have invoices or vouchers and statements of cost audited. Each payment theretofore made shall be subject to reduction for amounts included in the related invoice or voucher which are found by the Contracting Officer, on the basis of such audit, not to constitute allowable cost. Any payment may be reduced for overpayments, or increased for underpayments, on preceding invoices or vouchers.

(d) Completion voucher. On receipt and approval of the invoice or voucher designated by the contractor as the "completion invoice" or "completion voucher” and upon compliance by the contractor with all the provisions of this contract (including, without limitation, the provisions relating to patents and provisions of (e) below) the Government shall promptly pay to the contractor any balance of allowable cost, and any part of the fixed fee which has been withheld pursuant to (b) above or otherwise not paid to the contractor. The completion invoice or voucher shall be submitted by the contractor promptly following completion of the work under this contract but in no event later than one (1) year (unless within the year the Contracting Officer grants a further specific period of time) from the date of such completion.

(e) Applicable credits. The contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the contractor or any assignee under this contract shall be paid by the contractor to the Government, to the extent that they are properly allocable to costs for which the contractor has been reimbursed by the Government under this contract. Reasonable expenses incurred by the contractor for the purpose of securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by the Contracting Officer.

(f) Financial settlement. Prior to final payment under this contract, the contractor and each assignee under this contract whose assignment is in effect at the time of final payment under this contract shall execute and deliver:

(1) An assignment to the Government in form and substance satisfactory to the Contracting Officer of refunds, rebates, credits, or other amounts (including any interest thereon) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(2) 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:

(i) specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the contractor;

(ii) claims, together with reasonable expenses incidental thereto, based upon liabilities of the contractor to third parties arising out of performance of this contract; provided that such claims are not known to the contractor on the date of the execution of the release; and provided further that the contractor gives notice of such claims in writing to the Contracting Officer not more than six (6) 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

(iii) claims for reimbursement of costs (other than expenses of the contractor by reason of any indemnification of the Government against patent liability), including reasonable expenses incidental thereto, incurred by the contractor under the provisions of this contract relating to patents. [25 F.R. 8864, Sept. 15, 1960, as amended at 27 F.R. 7881, Aug. 9, 1962; 27 F.R. 11946, Dec. 4, 1962]

§ 9-7.5006–26 Property (CPFF).

(a) Furnishing of Government Property. The Government reserves the right to furnish any property or services required for the performance of the work under this contract.

(b) Title to Property. Title to all property furnished by the Government shall remain in the Government except as otherwise provided in this article. Except as otherwise provided by the Contracting Officer, title to all materials, equipment, supplies, and tangible personal property of every kind and description purchased by the Contractor, for the cost of which the Contractor

is entitled to be reimbursed as a direct item by the Contracting Officer, or in the absence of cost under this contract, shall pass di- of such directions in accordance with sound rectly from the vendor to the Government. industrial practice, to safeguard and protect The Government reserves the right to in- Government Property in the Contractor's spect, and to accept or reject, any item of possession or custody. Special measures such property.

The Contractor shall make shall be taken by the Contractor in the prosuch disposition of rejected items as the tection of and accounting for any classified Contracting Officer shall direct. Title to or special materials involved in the performother property, the cost of which is reim- ance of this contract, in accordance with the bursable to the Contractor under this con- regulations and requirements of the Comtract, shall pass to and vest in the Govern- mission. ment upon (i) issuance for use of such (f) Risk of Loss of Government Property. property in the performance of this con- The Contractor shall not be liable for loss tract, or (ii) commencement of processing or destruction of or damage to Government or use of such property in the performance Property in the Contractor's possession unof this contract, or (iii) reimbursement of less such loss, destruction or damage results the cost thereof by the Government, which- from wilful misconduct or lack of good ever first occurs. Property furnished by faith on the part of the Contractor's manthe Government and property purchased or agerial personnel, or unless such loss, defurnished by the Contractor, title to which struction or damage results from a failure vests in the Government, under this para- on the part of the Contractor's managerial graph are hereinafter referred to as Gov- personnel, to take all reasonable steps to ernment Property. Title to Government comply with any appropriate written direcProperty shall not be affected by the in- tives of the Contracting Officer to safeguard corporation of the property into or the at- such property under paragraph (e) hereof. tachment of it to any property not owned The term 'Contractor's managerial personnel by the Government, nor shall such Govern- as used herein means the Contractor's direcment Property, or any part thereof, be or tors, officers and any of its managers, superbecome a fixture or lose its identity as per- intendents, or other equivalent representasonalty by reason of affixation to any realty. tives who have supervision or direction of

(c) Identification. To the extent directed (1) all or substantially all of the Contracby the Contracting Officer, the Contractor tor's business; or (2) all or substantially all shall identify Government Property coming of the Contractor's operation at any one into the Contractor's possession or custody plant or separate location at which this by marking or segregating in such a way,

contract is being performed; or (3) a separate satisfactory to the Contracting Officer, as and complete major industrial operation in shall indicate its ownership by the Govern

connection with the performance of this ment.

contract; or (4) a separate and complete.

major construction, alteration or repair op(d) Disposition. The Contractor shall eration in connection with performance of make such disposition of Government Prop- this contract. erty which has come into the possession or (g) Steps To Be Taken in Event of Loss. custody of the Contractor under this con- Upon the happening of any loss or destructract as the Contracting Officer shall direct. tion of or damage to Government Property When authorized in writing by the Contract- in the possession or custody of the Contracing Officer during the progress of the work tor, the Contractor shall immediately inform or upon completion or termination of this the Contracting Officer of the occasion and contract, the Contractor may, upon such extent thereof, shall take all reasonable steps terms and conditions as the Contracting to protect the property remaining, and shall Officer may approve, sell or exchange such repair or replace the lost, destroyed, or property, or acquire such property at damaged property, if and as directed by the price agreed upon by the Contracting Officer Contracting Officer, but shall take no action and the Contractor as the fair value thereof. prejudicial to the right of the Government The amount received by the Contractor as to recover therefor and shall furnish to the the result of any disposition, or the amount Government, on request, all reasonable asof the agreed fair value of any such property

sistance in obtaining recovery. acquired by the Contractor, shall be applied

(h) Government Property for Government in reduction of cost allowable under this Use Only. Government Property shall be contract, or shall be otherwise credited to

used only for the performance of this account of the Government, as the Con

contract. tracting Officer may direct. Upon comple

[26 F.R. 11489, Dec. 5, 1961, as amended at tion of the work or the termination of this

27 F.R. 7881, Aug. 9, 1962; 27 F.R. 11947, contract, the Contractor shall render an ac

Dec. 4, 1962] counting, as prescribed by the Contracting Officer, of all Government Property which § 9–7.5006–27 Property (fixed price). had come into the possession or custody of

in the Contractor under this contract.

(a) (1) (For use contracts involving

Government-furnished property.) The de(e) Protection of Government Property- livery (construction) schedules set forth in Classified Materials. The Contractor shall this contract are based upon the expectation take all reasonable precautions, as directed

that the Government-furnished property re

a

or

ferred to in Schedule of this contract will negligence or fault of the Contractor, the be delivered on or before

In same shall be made by the Contractor at the the event that such Government-furnished direction of and for the account of the Comproperty is not delivered to the Contractor mission and the title thereto shall vest in the by such time, the Contracting Officer shall, Government and any delay occasioned if requested by the Contractor, determine thereby shall be considered an excusable if any delay has been occasioned the Con- delay under this contract. tractor thereby, and if so shall grant a rea- (e) (1) Except for loss or destruction of, sonable extension of the time for completion or damage to, Government-furnished or of performance. The Government shall not Contractor-acquired property resulting from be liable to the Contractor for damages or a failure of the Contractor, due to wilful loss of profit by reason of any delay in de- misconduct or lack of good faith of the livery of said Government-furnished prop- Contractor's managerial personnel to mainerty, except that in case of such delay, upon tain in operating condition, repair, protect, written request of the Contractor, an equita- and preserve such property as required by ble adjustment shall be made in the delivery subparagraph (d) hereof, the Contractor (construction) schedule of this contract, or shall not be liable for loss or destruction of, price, or both, and in other contractual pro- or damage to, such property (i) caused by visions affected thereby in accordance any peril while the property is in transit with the procedures provided for in the off the Contractor's premises, or (ii) caused article entitled "Changes."

by any of the following perils while the (2) (For use in contracts involving Con- property is on the Contractor's premises, tractor-acquired property.) In connection or on any other premises where such propwith its work under this contract, the Con- erty may properly be located, or by removal tractor shall, within

acquire or therefrom because of any of the following manufacture for the Government's account perils: the property listed in Schedule

at- “Fire; lightning; windstorm; cyclone; tortached hereto (hereinafter referred to as nado; hail; explosion; riot attending a strike; Contractor-acquired property). Such prop- civil commotion; vandalism and malicious erty shall be installed by the Contractor in mischief; aircraft or objects falling there

or, if approved in writing by the from; vehicles running on land or tracks Contracting Officer, in the plants of subcon- (excluding vehicles owned or operated by tractors. The Contractor shall insert provi- the Contractor or any agent or employee of sions in all subcontracts under which such the Contractor); smoke; sprinkler leakage; property is furnished to the subcontractors earthquake volcanic eruption; flood, whereby there will be made applicable to the meaning thereby rising of rivers or streams; Government and the subcontractors substan- enemy attack or any action by the military, tially the same rights and obligations in re- navy, or air forces of the United States in spect to such property as are made applicable resisting enemy attack.” to the Government and the Contractor under The perils as set forth above the hereinthis article.

after called “excepted perils.” The term (b) Title to all Government-furnished or “Contractor's managerial personnel," as used Contractor-acquired property shall remain in in this article, means the Contractor's dithe Government. Title thereto shall not be rectors, officers, and such of its managers, affected by the incorporation or attachment superintendents, or other equivalent reprethereof to any property not owned by the sentatives who have supervision or direction Government, nor shall any such property, or of (i) all of or substantially all of the any part thereof, be or become a fixture or Contractor's business; or (ii) all or substanlose its identity as personalty by reason of tially all of the Contractor's operation at any affixation to any realty. The Contractor shall one plant or separate location at which the maintain adequate property control records work is being performed; or (iii) a separate of such property consistent with good busi- or complete major industrial operation in ness practice and as may be prescribed by connection with performance of the conthe Contracting Officer; and shall cause all tract; or (iv) a separate and complete major such property to be clearly marked (if not construction, alteration, or repair operation so marked) to show that it is property of the in connection with performance of the Government.

contract. (c) Government-furnished or Contractor- (2) Upon the happening of loss or destrucacquired property shall be used only for the tion of, or damage to, Government-furnished performance of this contract.

or Contractor-acquired property, the Con(d) The Contractor shall, in accordance tractor shall communicate with the Conwith sound industrial practice and without tracting Officer and shall take all reasonable additional cost to the Government, main

steps to protect such property, put all such tain in operating condition, repair, protect, property in the best possible order, and furand preserve such Government-furnished or nish to the Contracting Officer a statement Contractor-acquired property until disposed of (i) the lost, destroyed, and damaged of by the Contractor in accordance with this Government-furnished

Contractor-acarticle. Should any replacement of any such quired property, (ii) the time and origin of property become necessary during the term the loss, destruction, or damage, (iii) all of this contract other than by reason of the known interests in the commingled prop

or

said property as may be directed by the Contracting Officer. The net proceeds of any such disposal shall be credited to the contract price or shall be paid over as the Contracting Officer may direct.

NOTE A: Paragraph (e) as set forth above should be used in negotiated fixed-price contracts and subcontracts where it can be determined and the Contractor or subcontractor represents that the contract price includes no charge or reserve for insurance (including self insurance) covering damage to Government property (a) caused by any peril while the property is in transit off the Contractor's premises or (b) caused by any of the excepted perils enumerated in the contract. In all other negotiated fixed-price contracts and in formally advertised contracts, the following paragraph should be substituted for paragraph (e) :

"Unless otherwise provided in this contract, the Contractor assumes the risk of and shall be responsible for any loss of or damage to Government-furnished property or Contractor-acquired property in its possession, except for reasonable wear and tear and except to the extent that such property is consumed in the performance of this contract." [26 F.R. 11490, Dec. 5, 1961, as amended at 27 F.R. 7881, Aug. 9, 1962)

$ 9–7.5006–29 Subcontracts and pur

chase orders.

erty of which such is a part, and (iv) the insurance, if any, covering any part of or interest in such commingled property.

(3) With the approval of the Contracting Officer after loss or destruction of, or damage to, the Government-furnished or Contractoracquired property, and subject to such conditions and limitations as may be imposed by the Contracting Officer, the Contractor shall, in order to minimize the loss to the Government or in order to permit resumption of business or the like, sell for the account of the Government, any item of such property which has been damaged beyond practicable repair, or which is so commingled or combined with property of others, including the Contractor, that separation is impracticable.

(4) Except to the extent of any loss or destruction, or damage to, Government-furnished or Contractor-acquired property for which the Contractor is relieved of liability under the foregoing provisions of this paragraph, and except for reasonable wear and tear or depreciation, or the utilization or disposition of such property in accordance with the provisions of this contract, the property shall be returned to the Government in as good condition as when received by the Contractor.

(5) In the event the Contractor is indemnified, reimbursed, or compensated for any loss or destruction of, or damage to Government-furnished or Contractor-acquired property caused by an excepted peril, it shall equitably reimburse the Government. 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 Contracting Oficer shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suits, and the execution of instructions of assignment in favor of the Government) in obtaining recovery. (Note A.)

(f) The Government shall at all times have access to the premises wherein any Government-furnished or Contractor-acquired property is located.

(g) Upon the completion of this contract, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Governmentfurnished or Contractor-acquired property not consumed in the performance of this contract (including any resulting scrap), or not theretofore delivered to the Government, and shall hold the same at no charge to the Commission for a period of sixty days, unless the period of time is extended by mutual agreement. At the expiration of such period or upon the Contracting Officer's earlier order the Contractor shall dismantle, prepare for shipment and shall store or deliver said property to the Commission on cars or trucks at Contractor's plant at the expense of the Commission, or make such other disposal of

(a) When subcontracts are authorized Requirements applicable to subcontracts and purchase orders. The contractor shall, when ordered by the Contracting Officer, and may, but only when authorized by the Contracting Officer, enter into subcontracts in writing for the performance of any part of the work described in the clause entitled “Statement of Work" under this contract. Purchase orders shall not be entered into by the contractor for items whose purchase is expressly prohibited by the written directions of the Contracting Officer. 11 subcontracts for the performance of the work described in the clause entitled “Statement of Work” shall be submitted to the Contracting Officer for approval. The Government reserves the right at any time to require that the contractor submit any or all other contractual arrangements, including but not limited to purchase orders or classes of purchase orders, for approval and provide information concerning methods, practices and procedures used or proposed to be used in subcontracting and purchasing. The contractor shall use methods, practices, or procedures in subcontracting and purchasing which are acceptable to the Commission. Subcontracts and purchase orders (Note A) shall be made in the name of the contractor, shall not bind nor purport to bind the Government, shall not relieve the contractor of any obligation under this contract (including, among other things, the obligation prop

« PreviousContinue »