Page images
PDF
EPUB

of

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 Any payment so made shall dis- properly withdrawn from said account.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.

--------, 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 Bankthe 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

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

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 of cost under this contract, shall pass directly from the vendor to the Government. The Government reserves the right to inspect, and to accept or reject, any item of such property. The Contractor shall make such disposition of rejected items as the Contracting Officer shall direct. Title to other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in the Government upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of processing or use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by the Government, whichever first occurs. 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.

(c) Identification. 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.

(d) 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 thereof. The amount received by the Contractor as the result of any disposition, or the amount of the agreed fair value of any such property acquired by the Contractor, shall be applied in reduction of cost allowable under this contract, or shall be otherwise 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 had come into the possession or custody of the Contractor under this contract.

(e) Protection of Government PropertyClassified Materials. The Contractor shall take all reasonable precautions, as directed

by the Contracting Officer, or in the absence of such directions in accordance with sound industrial practice, to safeguard and protect Government Property in the Contractor's possession or custody. Special measures 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.

(f) Risk of Loss of Government Property. The Contractor shall not be liable for loss or destruction of or damage to Government Property in the Contractor's possession unless 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 such loss, destruction or damage results from a failure on the part of the Contractor's managerial personnel, to take all reasonable steps to comply with any appropriate written directives of the Contracting Officer to safeguard such property under paragraph (e) hereof. The term 'Contractor's managerial personnel as used herein means the Contractor's directors, officers and any of its managers, superintendents, or other equivalent representatives who have supervision or direction of (1) all or substantially all of the Contractor's business; or (2) all or substantially all of the Contractor's operation at any one plant or separate location at which this contract is being performed; or (3) a separate and complete major industrial operation in connection with the performance of this contract; or (4) a separate and complete major construction, alteration or repair operation in connection with performance of this contract.

(g) 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, the Contractor shall immediately inform the Contracting Officer of the occasion and extent thereof, shall take all reasonable steps to protect the property remaining, and shall repair or replace the lost, destroyed, or damaged property, if and as directed by the Contracting Officer, but shall take no action prejudicial to the right of the Government to recover therefor and shall furnish to the Government, on request, all reasonable assistance in obtaining recovery.

(h) Government Property for Government Use Only Government Property shall be used only for the performance of this contract. (26 F.R. 11489, Dec. 5, 1961, as amended at 27 F.R. 7881, Aug. 9, 1962; 27 F.R. 11947, Dec. 4, 1962] § 9–7.5006–27 Property (fixed price).

(a) (1) (For use in contracts involving Government-furnished property.) The delivery (construction) schedules set forth in this contract are based upon the expectation that the Government-furnished property re

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 or 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

y the Contractor in accordance with this Government-furnished or 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

erty of which such is a part, and (iv) the said property as may be directed by the Coninsurance, if any, covering any part of or tracting Officer. The net proceeds of any interest in such commingled property.

such disposal shall be credited to the con(3) With the approval of the Contracting tract price or shall be paid over as the ConOficer after loss or destruction of, or damage tracting Officer may direct. to, the Government-furnished or Contractor NOTE A: Paragraph (e) as set forth above acquired property, and subject to such con should be used in negotiated fixed-price conditions and limitations as may be imposed tracts and subcontracts where it can be by the Contracting Officer, the Contractor determined and the Contractor or subconshall, in order to minimize the loss to the tractor represents that the contract price inGovernment or in order to permit resump cludes no charge or reserve for insurance tion of business or the like, sell for the ac (including self insurance) covering damage count of the Government, any item of such to Government property (a) caused by any property which has been damaged beyond peril while the property is in transit off the practicable repair, or which is so commingled Contractor's premises or (b) caused by any or combined with property of others, in of the excepted perils enumerated in the cluding the Contractor, that separation is contract. In all other negotiated fixed-price impracticable.

contracts and in formally advertised con(4) Except to the extent of any loss or tracts, the following paragraph should be destruction, or damage to, Government-fur substituted for paragraph (e) : nished or Contractor-acquired property for “Unless otherwise provided in this conwhich the Contractor is relieved of liability tract, the Contractor assumes the risk of and under the foregoing provisions of this para shall be responsible for any loss of or damage graph, and except for reasonable wear and to Government-furnished property or Contear or depreciation, or the utilization or tractor-acquired property in its possession disposition of such property in accordance except for reasonable wear and tear and exwith the provisions of this contract, the cept to the extent that such property is conproperty shall be returned to the Govern sumed in the performance of this contract." ment in as good condition as when received 126 F.R. 11490, Dec. 5, 1961, as amended at by the Contractor.

27 F.R. 7881, Aug. 9, 1962] (5) In the event the Contractor is indemnified, reimbursed, or compensated for any loss or destruction of, or damage to Govern

$ 9–7.5006–29 Subcontracts and purment-furnished or Contractor-acquired prop

chase orders. erty caused by an excepted peril, it shall equitably reimburse the Government. The

(a) When subcontracts are authorized Contractor shall do nothing to prejudice the

Requirements applicable to subcontracts and Government's rights to recover against third

purchase orders. The contractor shall, when parties for any such loss, destruction or

ordered by the Contracting Officer, and may, damage and upon the request of the Con but only when authorized by the Contracttracting Officer shall, at the Government's ing Officer, enter into subcontracts in writexpense, furnish to the Government all rea ing for the performance of any part of the sonable assistance and cooperation (includ- work described in the clause entitled “Stateing the prosecution of suits, and the execu

ment of Work” under this contract. Purtion of instructions of assignment in favor.

chase orders shall not be entered into by of the Government) in obtaining recovery.

the contractor for items whose purchase is (Note A.]

expressly prohibited by the written direc(f) The Government shall at all times tions of the Contracting Officer. All subhave access to the premises wherein any contracts for the performance of the work Government-furnished or Contractor-ac

described in the clause entitled “Statement quired property is located.

of Work” shall be submitted to the Con(g) Upon the completion of this contract tracting Officer for approval. The Governthe Contractor shall submit, in a form ac ment reserves the right at any time to receptable to the Contracting Officer, inventory quire that the contractor submit any or all schedules covering all items of Government other contractual arrangements, including furnished or Contractor-acquired property but not limited to purchase orders or classes not consumed in the performance of this of purchase orders, for approval and provide contract (including any resulting scrap), or information concerning methods, practices not theretofore delivered to the Government, and procedures used or proposed to be used and shall hold the same at no charge to the in subcontracting and purchasing. The conCommission for a period of sixty days, unless tractor shall use methods, practices, or prothe period of time is extended by mutual cedures in subcontracting and purchasing agreement. At the expiration of such period which are acceptable to the Commission. or upon the Contracting Officer's earlier order Subcontracts and purchase orders (Note A) the Contractor shall dismantle, prepare for shall be made in the name of the contractor, shipment and shall store or deliver said prop. shall not bind nor purport to bind the Goverty to the Commission on cars or trucks at ernment, shall not relieve the contractor of Contractor's plant at the expense of the any obligation under this contract (includCommission, or make such other disposal of ing, among other things, the obligation prop

« PreviousContinue »