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Home My WebLink About13096 ORD - 03/24/1976JKH:vmr:3- 22 -'76!4st AN ORDINANCE r AUTHORIZING SUBMISSION OF A GRANT APPLICATION TO THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION FOR.THE SUPS OF $33,986 TO CONTINUE THE HUMAN RELATIONS OFFICE PROGRAM OF HANDLING EQUAL EMPLOYMENT DISCRIMINATION CHARGES WITHIN THE CITY TO DECEMBER 31, 1976 AND AUTHORIZING EXECUTION OF ALL DOCUMENTS NECESSARY TO CONTINUE THE PROGRAM IF AND WHEN THE GRANT IS APPROVED; AND DECLAR- INC AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager be and he is hereby authorized to submit a grant application to the Equal Employment Opportunity Commission for the sum of $33,968 to continue the Human Relations Office Program of handling equal employment discrimination charges within the City to December 31, 1976,•and that the City Manager be authorized to execute all documents necessary to continue the program if and when the grant is approved. SECTION 2. The necessity to authorize submission of a grant application for the purposes aforesaid, and to execute all documents neces- .nary if and when the grant is approved, creates a public emergency and as imperative public necessity requiring the suspension of the Charter rule that no ordinance or resolution shall be passed finally on the date of its intro- duction but that such ordinance or resolution shall be read at three several meetings of the City Council, and the Mayor having declared such emergency and necessity to exist, and having requested the suspension of the Charter 'rule and that this ordinance take effect and be in full force and effect from and after its passage, IT IS ACCORDINGLY SO ORDAINED, this the day of March, 1976. ATTESS C'.Ey Secretary • �pVBD: . DAY OF MARCH, 1976 J. BRUCE AYCOCK, City Attorney By Assistant City Attorney MAYOR THE CITY OF CORPUS CHRIST, TEXAS 13096 Aduu i> ST I FORM 76, JULY 1966 1 ' PAf OF .ERWCES ADMINISTRATION W, W AWARD /CONTRACT ' . REG. (41CFRI 1- 16.101 I.M. Id-L) NO. 7. EFFECTIVE DATE 3. REWISITION /PURCHASE REQUEST /PROJECT NO. A. CERTIFIED FOR NATIONAL DEFENSE -': BDSA EEO 3/1/76 REG. -7 AND /OR DMS REG. 1. RATING, S. ISSUED BY CODE d. ADMWSIERED sY COOF. 7. DELIVERY Equal Employment Opportunity Comm (!f ahe. lbun 61x6 f) Dallas Regional Office FOB DESTI ❑ NAnoN 2401 E. Street, Northwest 1100 Commerce Street, Rm. 5A4 oTFldirsee Washington, D. C. 20506. Dallas, Texas 75202 ❑' ° °'/ B. CONTRACTOR CODE PACBTI J' CODE 9. DISCOUNT FOR PROMPT PAYMENT NAME AND ADDRESS - City of Corpus Christi N/A (srrty, City. P. 0. Box 9277 Cauary, Srdre, and z1P�) Corpus_ Christi, Texas 78408 ' 10. SUBMIT INVOICES (4 Copies uul oshrru-ue Lapafied) TO ADDRESS SHOWN IN BLOCK •CODE 11. SHIP TO /MARK FOR CODE 13. PAYMENT WILL BE MADE BY Equal Employment Opportunity Commission Financial Services Division 2401 E. Street, N.W. Rm. 3228 Washington, De C. 26506 13. THIS PROCUREMENT WAS ❑ ADVERTISED, ® NEGOTIATED, PURSUANT TO, ®10 U.S.C. 7304 (vl( 1 42 U.S.C. 2000e -8 *b , 709 ® 41 U.S.C. 2321.( 10 15 Title VII C.R.A. 1964 u. ACCOUNTING nFm APPROPRIATION DArA 6/740/2520/4 IS' 16. 17, 18 19. 70. ITEM NO. SUPPLIES /SERVICES QUANTITY UNIT UNIT PRICE AMOUNT 1. Investigate 73 charges of employment discrimination which have been or will be REFERRED to the Agency by the Commission. $33,968.00 Cost Reimbursement Contract 71. Ceiling AMOUNT OF CONTRACT $ 33 968.00 CON7'RACTING OFFICER BILL COAIPLF.TF BLOCK 22 OR 26 AS APPLICABLE - 77. ® CONTRACTOR'S NEGOTIATED AGREEMENT (Coul elor is "T11irrd 0 sigu 76. ❑ AWARD (Cool -clor is v01 mquired la sigv lhn dxumml.) Your offer ' lhis d umeuf dud Mum T•7• ropier to inaiag pre. J C_ ogres on S.Rdmllon Number , Including the ro Ivmf.h and dellrar oll item. ar pedorm .11 lh..- rrice..at loch or olhor M,.e additions or than,.. mode by ya. which iddIti— or ch—g.. vre .e. forth in fWl Id -n66ed above and on any eonlinuet,on .he h Ix the eonddemtien 4..d herein. abor. I. h-r-by aee.pled a.. the Rem. Ilded above and on ony mnllnuvllon .heab. Th. righh and vbligial— of the padi -. to Ihi, comracl shall be svblxs ro and gas Thh .word cvn.ummares the c.Mraa rhich can.i.h of .h. Iollewing d.--, (-1 Hoed by the 1.11 —iag docum,r,as: (-I rho award/comraa, (bl II..alicitofioe, if arty, rh. Gerammenr'. wWiuli.. and you o,er. and (bl d,i. d/c.—d. No vnd (cl wch prori.iom, vex- +anrvf on., cerlificoriom, o„d .peclf car,an., as am I-Mr coNry I decvm.nt I. necenary. a,ad,.d x incarpo= by ref m w here'm. (A-1, enls — lined b-ou.) 73. NAME OF CONTRACTOR 77. UNITED STATES OF AMERICA BY BY of pxson a ($Ignolur- alhxir.d ro agm (sig„aram a coWrathng omt.,1 74. NAME AND TITLE OF SIGNER ('l7pe or pi,,) 73. DATE SIGNED 76. NAME OF CONTRACTING OFFICER ('I'gpe ar pd.') 79. DAIS SIGNED R. Marvin TownsE:n a-. - City" Manage= - - •- A_T_TEST:_ APPROVED: City Secretary Asst. C ty ttorney TITLE VI ASSURANCES The Contractor assures and certifies with respect to the federal funds received under this contract that: 1. It will comply with TITLE VI of the Civil Rights Act of 1964 (P.L. 88 -352) and in accordance with Title VI of that Act, no person in the United States shall, on the ground of race, color, or national origin be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the applicant receives Federal Financial assistance and will immediately take any measures necessary to effectuate this agreement. 2. It will comply with TITLE VI of the Civil Rights Act of 1964 R2 U.S.C. 2000d) prohibiting employment discrimination where ) the primary purpose of the contract is to provide employment or (2) discriminatory employment practices will result in unequal treatment of persons who are or should be benefiting from the contract activity. 3. It will require similar assurances from all subcontractors at any tier. TITLE VII CONFIDENTIALITY PROVISIONS The Contractor shall not make public in any manner any Commission furnished case files, EEO report forms by individual respondents, _ or the names of parties and facts of any case which it is investi- gating, conciliating, or otherwise acting upon for the Commission without first obtaining the written consent of the Administering Officer, unless the contractor shall be instituting a proceeding under the State or local anti - discrimination law. ,r - 2 - EEO SECTION F - DESCRIPTION OR SPECIFICATION Item I_- The Contractor shall employ their Agency's facilities and personnel to perform the following: A. The Agency, as Contractor, covenants and agrees for adequate consideration, as stated in Subsection B3, below, during the term of this contract to investigate 73 charges of employment discrimination which have been or will be referred to the Agency by the Commission. The District Director shall be responsible for transmitting charges to the Agency. B. All charges which are received by the Agency for administering under Section F, Item IA, above shall be processed as follows: 1. All charges will be evaluated and determination made in accordance with the theories of non - discrimination in employment as developed under Title VII of the Civil Rights Act of 1964, as amended. 2. All charges will be processed by the Agency in a manner consistent with standards prescribed in the Commission's Compliance Manual (1973 edition), and amendments. 3. Investigation of individual charges under this section shall be conducted in a manner designed to effectuate relief for the charging party and shall be carried out as expeditiously as possible. 4. Charges processed pursuant to this section will be designated on a monthly status report from the Agency to the Commission's District Office. Any final Agency action will be immediately reported to the District Office of the Commission. 4 f � EEO - A -5 SECTION E - SUPPLIES OR SERVICES AND ESTIMATED COST Item Supplies or Services Total Estimated-Cost 1 Investigate 73 charges of employment discrimination which have been or will be referred to the Agency by the Commission. TOTAL: $33,968.00 3 0 f2lxi15 SECTION G - PRESERVATION, PACKAGING AND PACKING • Item 1 - Charge /case file materials and reports to be furnished to the District Office, Regional Office and /or State and Local Division, Office of Compliance Programs shall be adequately packaged to assume safe delivery at the designated office. - 5 - 0 SECTION H - DELIVERIES OR PERFOP14AivCE Item 1 - The work to be performed hereunder shall be completed by December 31, 1976. The Contractor shall submit Monthly Reports to the Commission's District Office, Regional Office and State and Local Division, Office of Compliance Programs. These reports shall contain the following for the reporting month: (1) Number of charges deferred (referred for 1Ton -706 Agencies) to the Agency by the Commission. (2) Number and types of Agency final actions on individual charges submitted to District Office. (a) Number and type of Agency final actions for systemic charges submitted to the District Office. (3) Number of orders issued pursuant to hearings held. (4) Number of persons benefitted. .(5) Amount of dollar benefits (6) Narrative which relates to contract operation, production, acceptance rate, problem areas and special accomplishments. Monthly reports must be submitted to and received by the Contract Administration Office not later than the 3th calendar day of the next subsequent month. (See Section K) -6- P EEO- SECTION I - INSPECTION AND ACCEPTANCE Inspection and Acceptance shall be made by the Contract Administering Office or his designee in behalf of the Program Director. - 7 - SECTION J - SPECIAL PROVISIONS The Special Provisions of this contract are as follows: J - 1 OPTION TO EXTEND SERVICES The Contractor hereby grants to the Government the right to extend service and material requirements under this contract. The Government may excercise the option granted to it by the Contractor for a period of time not to exceed six (6) months immediately following the completion of the period of this contract, provided that such exercise shall be effected within thirty (30) days following the expiration of this contract or after the appropri- ation becomes available for obligation, whichever occurs sooner, and, provided further, that the amount and type of services purchased under this option, together with the appropriation chargeable thereof, shall be specified by the Contracting Officer, in writing at the time of excercise of this option. J - 2 CONTRACT MONITOR REPRESENTATIVE (Headquarters) Ms. Leona Holton, Acting Director, State and Local Division, Office of Compliance Programs, is designated the overall Government's Contract Monitor Representative in connection with the performance of this contract. In this capacity, the over- all Contract Monitor will provide guidance and direction to the Contract Administering Officer. J - 3 CONTRACT ADMINISTERING OFFICER The Contract Administering Officer is the Regional Director designated in Block #6 of the Sf26, shall perform necessary liaiscn with the Contractor and negotiate such terms, conditions and costs necessary to enter into a contractual agreement. The Contract Administering Officer is resposible for furnishing the Can Monitor (Headquarters) such negotiated terms, conditions and costs for concurrance and subsequent incorporation into a resulant contract or modification. The Contract Administering Officer shall monitor the contract for the Program Director and provide the Contractor with technical guidance. Technical guidance shall mean filling in details or otherwise explaining the scope of work and the requirements set forth in the Contract. It is intended that the details or suggestions furnished shall be within the general cope of work as set forth in the contract and shall not constitute any changes in terms and conditions of the contract. The Contract Administering Officer has the responsi- bility for monitoring and evaluating all phases of the Contractor's performance in order to determine compliance with the technical require- ments of the contract. i 40 • J - 4 INVOICE INSTRUCTION (a) General. Strict compliance with the Invoice Instruction will facilitate early payment of invoices. However, no payment can be made until the contract and all modifications are returned, properly executed to the Equal Employment Opportunity Commission, 2401 E. Street, N. W., Washington, D. C. 20506: Attn: Contracting Officer, Room 3238. (b) Invoice Forms. 1. The Contractor is required to use copies of the Public Voucher for Purchases and Services other than personal, Standard Form 1034. Copies of the form may be obtained from the paying office or the designated Regional Office (SF26, Block 'r6). J - 5 SUBMISSION OF INVOICES Invoices and supporting statements or certificates, if any required, showing the contract number and Financial Services accounting code shall be submitted directly to the designated Regional Office along with a financial statement for review and approval and and transmittal to the Financial Services Division. A copy shall be . fo noarded to the Contracting Officer. Follow -up effort should be directed to the Contractor Monitor Representative (Headquarters). J - 6 RIGHTS IN DATA The Government and the Contractor shall exercise joint ownership over all case files, whether of individual or systemic charges, created and developed in the performance of this contract. The Government shall have access to such case files at all re::sonable times while they are in the possession of the contractor. The Contrac- tor shall have access to such case files at all reasonable times while they are in the possession of the Equal Employment Opportunity Commis- sion. No case files, reports, studies, findings or other information collected or created in the performance of this contract shall be released by the Contractor except as authorized in accordance with paragraph II -J (Confidentiality), infra. J - 7 INDEMNIFICATION The Contractor agrees to indemnify and save and harmless the Government, its officers, agents, employees and assigns, for all claims of any nature, including costs and expenses arising out of the services performed by it, its employees, or agents, for the use or violation of any copyrighted material, literary property, or patented items in the performance of this contract, or for their use by the Government or any department, officer, agent or employee thereof. It is understood that the above is applicable to all copyrighted material, whether the Contractor's or otherwise. ZM J - 8 ACOMEDGEMENT OF SPONSORSHIP The Contract agrees that in the communication or release of all information concerning work performed or work to be performed under this contract, such communication or release, whether in writing or otherwise, shall be jointly approved by the Administering Officer, as described in J - 9, and the Contractor, and shall include a statement to the effect that the project or effort depicted was or is cc- sponsored by the Equal Employment Opportunity Commission. J - 9 SUPERVISION AND LIAISON The Employment Opportunity Commission through its Director, State and Local Division, Office of Compliance has delegated to the Regional Director, Regional Office, will be responsible on behalf of the Government for reviewing the Contractor's compliance with the contract and evaluating the Contractor's performance according to the Scope of Work of the contract. J - 10 EEOC - FURNISHED PROPERTY FOR THE PERFORMAIICE OF THIS CONTRACT The Equal Employment Opportunity Commission agrees to furnish to the Contractor, charges and case files, if any, without cost. �tr - 10 - • 7 - It PURCHASE AND MUM OF EQUIPMENT No item of Contractor - acquired property shall he leased i4ien the rental cost for one year shall exceed the purchase price of the item. No item of Contractor- acquired property may be purchased when the purchase price exceeds the rental costs for one year without prior written consent of the Administering Officer. Items of Contractor =acquired property which have been purchased shall remain the property of the Government. At the expiration of this contract or upon the termination of this contract by the Government for any reason, the Contractor shall retain possession and control of Contractor- acquired property purchased with funds received under this contract until such time as the Contracting Officer shall, in writing, notify the Contractor of the disposition of such surplus properly. - 11 - • J -12 State And Community Affairs Officers State and Community Affairs Officer, Santiago (Jiumie) Coronado is the designee of the Contract Administrating Officer designated the Government's Contract Monitor Representative in connection with the performance of this contract. The Contract Monitor Representative shall monitor the contract for the Contract Administerin, Officer and provide the Contractor with technical guidance. Technical guidance shall mean filling in details or otherwise explaining the scope of work and the requirements set forth in the contract. Its is intended that the details or suggestions furnished shall be within the general scope of work as set forth in the contract and shall not constitute any changes in terms and conditions of the contract. The Contract Monitor Representative has the :esponsi.bi.lity for monitoring and evaluating all phases of the Contractor's per- formance in order to determine compliance with the technical requirements of the contract. .`i - 12 - • SCHEDULE SECTION K - GOVERNMENT CONTRACT CONTACTS CONTRACTING OFFICER PLACE OF ACCEPTANCE ACCOUNTING AND APPROPRIATION DATA CONTRACT ADMINISTRATION OFFICE PROJECT OFFICER PAYING OFFICE CONTRACTOR CONTACT AND ADDRESS (The address to which payments should be mailed by the Government) CONTRACT MONITOR REPRESENTATIVES Headquarters Regions - 13 - • Mr. Raymond Curtis Contracting and Procurement Division, Rm. 3065 2401 E. Street, N. W. Washington, D. C. 20506 TELEPHONE: (202) 634 -7674 See Section E of the Schedule See Appropriation Data in Block 14 of SF 26 See Administration Office in Block 6 of SF 26 Mr. Eduardo Pena, Jr., Director Office of Compliance Programs TELEPHONE: (202) 634 -6850 EEOC- Financial Services Division 2401 E. Street, N. W., Rm. 3228 Washington, D. C. 20506 TELEPHONE: (7.02) 634 -7050 City of Corpus Christi P. 0. Box 9277 Corpus Christi, Texas 78408 State and Local Division Office of Compliance Programs TELEPHONE: (202) 634 -6040 State and Community Affairs Offic Regional Office TELEPHONE: ( 214 ) 749 -1841 a SECTION L - GENERAL PROVISIONS The following instructions and conditions are taken from the Standard Form 32 with appropriate modifications in paragraphs C.S, C -10, C.11, and C.22. DEFINITIONS As used throughout this contract, the following terms shall have.the meaning set forth below: (a) The term "head of the agency" means the Chairman, EEOC, and the term "his duly authorized representative" means any person or persons (other than the Contracting Officer) authorized to act for the head of the agency. (b) The term "Contracting Officer" means the person executing this contract on behalf of the Government, and any other officer or civilian employee who is properly designated Contracting Officer; and the term includes, except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within the limits of his authority. (c) Except as otherwise provided in this contract, the term "subcontract includes purchase orders under this contract. 14 - • CHANGES (a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract, in any one of more of the following: (i) drawings, designs, or specifications, where supplies to be furnished are to be specially manufactured for the Government in accordance therewith; (ii) method of shipment or packing; and (iii) place of delivery. (b) If any such change causes in increase or decrease in the estimated cost of, or the time required for, the performance of any part of the work under this contract, whether changed or not changed by any such order, or otherwise affects any other provi- sion of this contract, an equitable adjustment shall be made: (i) in ehe estimated cost or delivery schedule, or both; (ii) in the amount of any fixed fee to be paid to the Contractor, and (iii) in such other provisions of the contract as may be so affected, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must 'be asserted within thirty (30) days from the date of receipt by the Contractor of the notification of change; provided,-however, upon any such claim asserted at any time prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." however, except as provided in paragraph (c) below, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, the estimated cost of this contract and, if this contract is incrementally funded, the funds allotted for the performance thereof, shall not be increased or deemed to be increased except by specific written modification of the contract indicating the new contract estimated cost and, if this contract is incrementally funded, the new, amount allotted to the contract. Until such - 15 - I modification is made, the Contractor shall not be obligated to continue performance or incur costs beyond the point established -- in the clause of this contract entitled "Limitation of Cost" or "Limitation of Funds ". LIMITATION OF COST (a) It is estimated that the total cost to the Government for the performance of this contract, exclusive of any fee, will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his best efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated cost. . If,.at any time the Contractor has reason to believe that the costs which he expects to incur in the performance of this contract in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy -five percent (75 %) of the estimated cost then set forth in the Schedule, or if, at any time, the Contractor has reason to believe that the total cost to the Government for the performance of this contract, exclusive of any fee, will be greater of sub- stantially less than then estimated cost hereof, the Contractor shall notify the Contracting Officer in writing to that effect, giving his revised estimate of such total cost for the performance of this contract. (b) Except as required by other provisions of this Contract specifically citing and stated to be an exception from this clause, ,the Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the Schedule, and the Contractor shall not be obligated to continue performance under the contract (including actions under the Termina- tion Clause) or otherwise to incur costs in excess of the estimated cost set forth in the Schedule, unless and until the Contracting Officer shall have notified the Contractor in writing in such notice a revised estimated cost which shall thereupon constitute the esti- mated cost of performance of this contract. No notice, communication or representation in any other form or from any person other than the Contracting Officer shall affect the notice. The Government shall not be obligated to reimburse the Contractor for any costs in excess of the estimated cost set forth in the Schedule, whether those excess costs were incurred during the course of the contract or as a result of termination. When and to the extent that the estimated cost set forth in the Schedule has been increased, any costs incurred by the Contractor in excess of the estimated cost prior to such increase - 16 - shall be allowable to the same extent as if such costs had been incurred after the increase; unless the Contracting Officer issues a termination or other notice and directs that the increase is solely for the purpose of covering termination or other specified expenses. (c) Change orders issued pursuant to the Changes clause of this contract shall not be considered an authorization to the Contractor to exceed the estimated cost set forth in the Schedule in the absence of a statement in the change order, or other contract moidfication, increasing the estimated cost. (d) In the event this contract is terminated or the estimated cost not increased, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract based upon the share of costs incurred by each. EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (a) This clause is applicable if the amount of this contract exceeds $2,500 and was entered into by means of negotiation, including small business restricted advertising, but is not applicable if this contract was entered into by means of formal advertising. (b) The Contractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under this contract or such lesser time specified in either Appendix M of the Armed Services Procurement Regulation or the Federal Procurement Regulations Part 1 -20, as appropriate, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Contractor involving transactions related to this contract. (c) The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of his duly authorized reprsentatives shall, until the expiration of 3 years after final payment under the subcontract or such lesser time specified in either Appendix M of the Armed Services Procurement Regulation or the Federal Procurement Regulations Part 1 -20, as appropriate, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor, involving transactions related to the subcontract. The term "subcontract" as used in - 17 - • this clause excludes (1) purchase orders not exceeding $2,500 and (2) subcontractors or purchase orders for public utility services at rates established for uniform applicability to the general public. \� (d) The periods of access and examination described in (b) and (c), above, for records which relate to (1) appeals under the "Disputes" clause of this contract, (2) litigation or the settle- _ went of claims arising out of the performance of this contract, or (3) costs and expenses of this contract as to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall continue until such appeals, litigation, claims, or exceptions have been disposed of. DEFAULT (a) The Government may, subject to the provisions of paragraph (c) of this clause, by written Notice of Defaults to the Contractor terminate the whole or any part of this contract in any one of the following circumstances: (i) If the Contractor fails to perform the work called for by this contract, or so (ii) if the Contractor fails to perform any of the other provisions of this contract, or so fails to prosecute the work as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting officer specifying such failure. (b) In the event the Government terminates this contract in whole or in part as provided in paragraph (a) of this clause, the Government may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate, work similar to the work so terminated and the Contractor shall be liable to the Government for any excess costs for such similar work; provided, that the Contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause. (c) Except with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault of negligence of the Contractor. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual 9W-1M capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but - — -- in every case the failure to perform must be beyond the control and without the fault of negligency of the Contractor. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or - negligency of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other source; in sufficient time to permit the Contractor to meet the required delivery schedule or other performance require- ments. (d) If this contract is terminated as provided in paragraph (a) of this clause, the Government, in addition to any other rights provided in this clause, may require the Contractor to transfer title and deliver to the Government, in the manner and to the extent directed by the Contracting Officer any of the completed or partially completed work not therefore delivered to, and accepted by, the Government and any other property, including contract rights, specifically produced or specifically acquired for the performance of such part of this contract as has been terminated; and the Contractor shall, upon the direction of the Contracting Officer, protect and perserve property in the possession of the Contractor in which the Government has an }nterest. The Government shall pay to the Contractor the contract -price, if separately stated, for completed work accepted by the Government and the amount agreed upon by the Contractor and the Contracting Officer for (i) completed work for which no separate price is stated, (ii) partially completed work, (iii) ocher property described above which is accepted by the Government and, (iv) the protection and perservation of property. Failure to agree shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes ". The Government may withhold from amounts otherwise due the Contractor for such completed supplies or manufacturing materials such sum as the Contracting Officer determines to be necessary to protect_ the Government against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or - 19 that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract containes a clause providing for termination for convenience of the Government, be the same as if the notice of as if the notice of termination had been issued pursuant to such clause. (f) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. (g) As used in paragraph (c) of this clause, the terms "subcontractor" and "subcontractors" mean subcontractor(s) at any tier. TERMINATION FOR THE CONVENIENCE OF THE GOVERNMENT (a) The performance of work under this contract may be terminated, in whole or from time to time in part, by the Government whenever for any reason the Contracting Officer shall determine that such termination is in the best interest of the Government. Termination of work hereunder shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of.work under the contract is terminated and the date upon which such termination becomes effective. (b) After receipt of the Notice of Termination the Contractor shall cancel his outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition the Contractor shall exercise all reasonable diligence to accomplish the cancellation or diversion of his outstanding commitments covering personal services and extending beyond the date of such termination to the extent that they relate to the performance of any work terminated by the notice. With respect to such cancelled commitments the Contractor agrees to (i) settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with the approval or ratifi- cation of the Contracting Officer, to the extent he may require, which approval or ratification shall be final for all purposes of this clause, and (ii) assign to the Government, in the manner, at the time, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. - 20 - • (c) The Contractor shall submit his termination claim to the Contracting Officer promptly after receipt of a Notice of Termi- nation, but in no event later than one year from the effective date thereof, unless one or more extensions in writing are granted by the Contracting Officer upon written request of the Contractor within such one year period or authorized extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Contracting Officer may determine, on the basis of information available to him the amount, if any due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. (d) Any determination of costs under paragraph (c) shall be governed by the cost principles set forth in Section XV, Federal Procurement Regulations, as in effect on the date of this contract (e) Subject to the provisions of paragraph (c) above, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the termination under this clause, which amount or amounts -� may include any reasonable cancellation charges thereby incurred by the Contractor and any reasonable loss upon outstanding commitments for personal services which he is unable to cancel; provided, how- ever, that in connection with any outstanding commitments for personal services which the Contractor is unable to cancel, the .Contractor shall have exercised reasonable diligence to divert such ' commitments to his other activities and operations. Any such agree- ment shall ba embodied in an amendment to this contract and the Contractor shall be paid the agreed amount. (f) ' The Government may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Contractor in connection with the terminated portion of this contract, whenever, in the opinion of the Contracting Officer, the agregate of such payments is within the amount to which the Contractor will be entitled hereunder. (g) The Contractor agrees to transfer Title and deliver to the Government, in the manner , at the time, and to the extent, if any, directed by the Contracting Officer, such information and items which, if the contract had been completed, would have been required to be furnished to the Government, including: (i) completed or partially completed plans, drawings and information; and (ii) materials or equipment produced or in process or acquired in connection with the performance of the work terminated by the notice. - 21 - � r Other than the above, any termination inventory resulting from the termination of the contract may, with the written approval of the Contracting Officer, be sold or acquired by the Contractor under the conditions prescribed by and at a price or prices approved by the Contracting Officer. The proceeds of any such disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this contract or shall otherwise be credited to the price or cost of work covered by this contract or paid in such other manner as the Contracting Officer may direc. Pending final disposition of property arising from the termination,.the Contractor agrees to take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest. (h) Any disputes as to questions of fact which may arise hereunder shall be subject to the "Disputes" clause of this contract. EMPLOYMENT OF THE HANDICAPPED 11 Part A (a) The Contractor will not discriminated against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment. is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified handicapped individuals without discri- mination based upon their physical or mental handicap in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment or recruitment in advertising; layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees that, if a handicapped individual files a complaint with the Contractor that he is not complying with the requirements of the Act, he will (1) investigate the complaint and take appropriate action consistent with the require- ments of 20 CFR 741.29 and (2) maintain on file for 3 years, the record regarding the complaint and the actions taken. (c) The Contractor agrees that, if a handicapped individual files a complaint with the Department of Labor that he has not compliea with the requirements of the Act, (1) he will cooperate with the Department in its investigation of the complaint, and (2) he will provide all pertinent information regarding he employ- ment practices with respect to the handicapped. - 22 - (d) The Contractor agrees to comply with the rules and Y _ regulations of the Secretary of Labor in 20 CFR Ch. VI, Part 741. PART B 0 (e) In the event of the Contractor's noncompliance with the requirements of this clause the contract may be terminated or suspended in whole or in part. (f) This clause shall be included in all subcontracts over $2,500. (g) The Contractor agrees (1) to establish an affirmative action program, including appropriate procedures consistent with the guidelines and the rules of the Secretary of Labor, which will provide the affirmative action regarding the employ- ment and advancement of the handicapped required by Public Law 93 -112, (2) to publish the program in his employee's or personnel handbook or otherwise distribute a copy to all personnel, (3) to review his program on or before March 31 of each year and to make such changes as may be appropriate, and (4) to designate one of his principal officials to be responsible for the establishment and operation of the program. (h) The Contractor agrees to permit the examination by appropriate contracting agency officials or the Assistant Secretary for Employment Standards or his designee, of pertinent books, documents, papers and records concerning his employment and advancement of the handicapped. (i) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Assistant Secretary for Employment Standards, provided by the Contracting officer stating the contractor's obligation under the law to take affirmative action to employ and advance in employment, qualified handicapped employees and applicants for employment and the rights and remedies available. (j) The Contractor will notify each labor union or representative of workers with which he has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Section 503 of the Rehabilitation Act, and is committed to take affirmative action to employ and advance in employment physi- cally and mentally handicapped individuals. - 23 - i EXCUSABLE DELAYS Except with respect to defaults of subcontractors, the Contractor shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure by the Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to : acts of God or of the public enemy; acts of the Government in either its sovereign or contractual capacity; fires; floods; epidemics, quarantine restrictions; strikes; freight embargoes; and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. - If the failure to perform is caused by the failure of a subcontractor to pe rform or make progress and if such failure arises out of causes beyong the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be deemed to be in default, unless (i) the supplies or services to be furnished by the subcontractor were obtainable from other sources (ii) the Contracting Officer shall have ordered the Contractor in writing to procure such supplies or services from such other sources, and•(iii) the Contractor shall have failed to comply reasonably with such order. upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of such •failure to .perform was occasioned by any one or more of the said causes, the delivery schedule shall be revised accordingly, subject to the rights of the Government under the clause hereof entitled "Termination ". (As used in this clause, the terms "subcontractor" and " subcontractor(s)" mean subcontractor(s) at any tier.) DISPUTES (a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnishes to the Contracting Officer a written appeal addressed to the Secretary. The decision of the Secretary or his duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, - 24 - or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to officer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision. (b) This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above: Provided, that nothing in this contract shall be construed as making final the decision of any admini- strative official, representative, or board on a question of law. CONVICT LABOR In connection with the performance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of imprisonment except as provided by Public Law 89 -176, September 10, 1965 (18 U.S.C. 4082(c)(2) and Executive Order 11755, December 29, 1973. EQUAL OPPORTUNITY (The following clause is applicable unless this contract is 'exempt under the rules, regulations, and relevant orders of the Secretary of Labor (41 C.F.R., ch. 60). During the performance of this contract, the Contractor agrees as follows: (a) The Contractor will not discriminated against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprentice- ship. The Contractor agrees to post, in conspicuous places, available to employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of this Equal Opportunity clause. - 25 - a I ' IF L_J (b) The Contractor will, in all solicitations or advertise- ments for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (c) The Contractor will send to each labor union or representative of workers with which he has a collective bargain- ing agreement or other contract or understinding, a notice, to be provided by the agency Contracting Officer, advising the labor union or workers' representative of the Contractor's commitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (d) The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regula- tions, and relevant orders of the Secretary of Labor. (e) The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. ,(f) In the event of the Contractor's noncompliance with the • Equal Opportunity clause of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended, in whole or in part, and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secre- tary of Labor, or as otherwise provided by law. (g) The Contractor will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes involved in, or is threatened with, - 26 - litigation with a subcontractor or vendor as a result of such { direction by the contracting agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. OFFICIALS NOT TO BENEFIT _ No member of or delegate to Congress, or resident Commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. COVENANCE AGAINST CONTINGENT FEES ' The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon agree- ment or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide estab- lished commericial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. LIABILITY TO THIRD PERSONS ' (a) The Government does not assume any liability to third persons, nor will the Government reimburse the Contractor for his liability to third persons, with respect to loss due to death, bodily injury, or damage to property resulting in any way from the performance of this contractor any subcontract hereunder. (b) The Contractor shall give the Government or its representatives immediate notice of any suit or action filed, or prompt notice of any calico made, against the Contractor arising out of the performance of this contract, the cost and expense of which may be reimbursable to the Contractor under the provisions of this Contract. The Contractor shall furnish immediately to the Government, authorized representatives of the Government to settle or defend any such claim and to represent the Contractor in or take charge of any litigation in connection therewith. The Contractor may, at his own expense, be associated with the representatives of the Government in the settlement or defense of any such claim or litigation. - 27 - �i GOVERNMENT PROPERTY (COST- REIMBURSEMENT, NONPROFIT) (a) Government - furnished Property. The Government shall deliver to the Contractor, for use in connection with and under ithe terms of this contract, the property described as :Gov_ernment- furnished property in this contract, together with °such related data and information as the Contractor may request and as may reasonably be required for the intended use of such property 1 (hereinafter referred to as "Government- furnished property). The The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon the expectation that Government- furnished property suitable for use i will be delivered to the Contractor at the times stated in the Schedule of this contract or, if mot so stated, in sufficient time to enable the Contractor to meet such delivery or performance dates. I In the event that Government- furnished property is not delivered to the Contractor by such time or times, the Contracting Officer IJ shall, upon timely written request made by the Contractor, make a determination of the delay, if any, occasioned the Contractor { and shall equitably adjust the estimated cost, or delivery or i performance dates, or both, and any other contractual provisions affected by any such delay. In the event that the Government- furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt thereof notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (i) return such property, or (ii) effect repairs or modifications. Upon complete - tion of (i) above, the Contracting Officer upon timely written ,request of the Contractor shall equitably adjust the estimated cost, or delivery or performance dates, or both, and any other contractural provision affected by the return, disposition, repair or modification. The foregoing provisions for adjustment are exclusive and the Government shall not be liable for suit for breach of contract by reason of any delay in delivery of Government- furnished property or delivery of such property in a condition not suitable for its intended use. (b) Changes in Government- furnished Property. (1) By notice in writing, the Contracting Officer may (i) decrease the property furnished or to be furnished by the Government under this contract, or (ii) substitute other Govern- ment -owned property for property to be furnished by the. Government, or to be acquired by the Contractor for the Government, under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal, shipping -28_ . ' • and disposal of property covered by such notice. (2) In the event of any decrease in or substitution of property pursuant to subparagraph (1) above, or any withdrawal of authority to use property provided under any other contract or lease, which property the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the Con- tractor (or if the substitution of property causes a decrease in the cost of performance, on his own initiative), shall equitably adjust such contractual provisions as may be affected by the decrease, substitution or withdrawal, in accordance with the procedures provided for in the "Changes" clause of this contract. (c) Title. (1) Title to all property furnished by the Government shall remain in the Government. (2) Notwithstanding subparagraph (1) above, title to equipment purchased with funds available for research an acquisition cost of less than $1,000 shall vest in the Contractor upon acquisition or as soon thereafter as feasible provided that the Contractor shall have obtained approval of the Contracting Officer prior to acquisition of such property. (3) Title to equipment having an acquisition cost of $1,000 or more, purchased with funds available for the conduct -of research shall vest as set forth in the contract. (4) If title to equipment is vested pursuant to (2) or (3) above, the Contractor agrees that no charge will be made to the Government for any depreciation, amortization, or use charge with respect to such equipment under any existing or future Government contract or subcontract thereunder. (5) The Contractor shall furnish the Contracting Officer a list of all equipment acquired under subparagraph (2) above within ten (10) days following the end of the calendar quarter during which such equipment was received. (6) All Government furnished property, together with all, property acquired by the Contractor, title to which vests in the Government under this clause, is hereinafter collectively referred to as "Government property." (7) Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such government property, or any part thereof, be or become a fixture or lost its identity as personalty by reason of affixation to any realty. - 29 - (8) Title to all property purchased by the Contractor, for - -_ _ the cost of which the Contractor is to be reimbursed as a direct item of cost under this contract and which under the provisions of this contract is to vest in the Government, shall pass to and vest in the Government upon delivery of such property by the vendor. Title to other property, the cost of which is to be reimbursed to _ the Contractor under this contract and which under the provisions of this contract is to vest in -the Government, shall pass to and i vest in the Government upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement or processing of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by the Government, whichever first occurs. (d) Property Administration. The Contractor shall comply with the provisions of Appendix C, Armed Services Procurement Regulation, as in effect on the date of the contract, which is hereby incorpor- ated by reference and made a part of this contract. Material to be furnished by the Government shall be ordered or returned by the Contractor, when required, in accordance with the "Manual for Military Standard Requisitioning and Issue Procedure (MILSTRIP) for Defense Contractor's (Appendix H, Armed Services Procurement Regulation) as in effect on the date of this contract, which Manual is hereby incorporated by reference and made a part of this contract. �'(e) Use of Government Property. The Government property shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of this contract. (f) Utilization, Maintenance and Repair of Government Property. The Contractor shall maintain and administer, in accordance with sound business practice, and in accordance with applicable pro- visions of Appendix C, a program for the utilization, maintenance, repair, protection and preservation of Government property so as to assure its full availability and usefulness for the performance of this contract. The Contractor shall take all reasonable steps to comply with all appropriate directions or instructions which the Contracting Officer may prescribe as reasonably necessary for the protection of the Government property. - 30 - r �i (g) Risk of Loss. (1) The Contractor shall be liable for any loss of or damage to the Government property, or for expenses incidental to such loss or damage, except that the Contractor shall be responsible for any such loss or damage (including expenses incidental thereto): M which results from willful misconduct or lack of good faith on the part of any of the Contractor's directors or officers, or on the part of any of its managers, superintendents, or other equivalent repre- sentatives, who has supervision or direction of all or substantially all of the Contractor's business, or all or substantially all of the Contractor's operations at any one plant, laboratory, or separate location in which this contract is being performed. (ii) which results from a failure on the part of the Contractor, due to the will misconduct or lack of good faith on the part of any of his directors, officers, or other representatives mentioned in (i) above, (A) to maintain and administer, in accordance with sound business practice, thr program for utili- zation, maintenance, repair, protection and preserva- tion of Government property as required by (f) above, or to take all reasonable steps to comply with any appropriate written directions of the Contracting Officer under (f) above, or (B) to establish, main- ' tain and administer, in accordance with (d) above, a system for control of Government property; (iii) for which the Contractor is otherwise responsible under the express terms of the clause or clauses designated in the schedule; ( iv) which results from a risk expressly required to be insured under some other provisions of this contract, but only to the extent of the insurance so required to be procured and maintained, or to the extent of insurance actually procured and maintained, whichever is greater; or (v) which results from a risk which is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursment. Any failure of the Contractor to act as provided in subparagraph (ii) above, shall be conclusively presumed to be a failure resulting from willful misconduct, or lack of good faith on the part of such direc- tors, officers, or other representatives, of the Government's disaproval - 31 - withdrawal of approval, or nonacceptance of the Contractor's program or system. In such event, it shall be presumed that any loss of or damage to Government property resulted from such failure. The Contractor shall be liable for such loss or damage unless he can establish by clear and convincing evidence that such loss or damage did not result from his failure to maintain an approved program of system or occurred during such time as an approved program or system for control of Government property was maintained. If more than one of the above exceptions shall be applicable in any case, the Contractor's liability under any one exception shall not be limited by any other exception. (2) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance, or any provision for a reserve coverning the risk of loss of or damage to the Government property, except to the extent that the Govern- ment may have required the Contractor to carry such insurance under any other provision of this contract. (3) Upon the happening of loss or destruction of or damage to the Government property, the Contractor shall notify the Con- tracting Officer thereof, and shall communicate with the Loss and Salvage Organization, if.any; now or hereafter designated by the Contracting Officer, and with the assistance of the Loss and Salvage Organization so designated (unless Contracting Officer has designated that no such organization be employed), shall take all reasonable steps to protect the Government property from further damage, sepa- rate the damaged and undamaged Government property, put all the Government property in the best possible order, and furnish to the Contracting Officer a statement of: (i) the lost, destroyed, and damaged Government property; (ii) the time and origin of the loss, destruction, or damage; (iii) all know interests in commingled property of which the Government property is a part; and (iv) the insurance, if any, covering any part of or interest in such commingled property. The Contractor shall make repairs and renovations of the damaged Government property or take such other action as the Contracting Officer directs. - 32 - r • (4) In the event the Contractor is indentified, reimbursed, or otherwise compensated for any loss or destruction of or damage J to the Government property, he shall use the proceeds to repair, renovate, or replace the Government property involved, or shall credit such proceeds against the cost of the work covered by the contract, or shall otherwise reimburse the Government, as directed by the,Contracting Officer. The Cractor shall do nothing to pre - judice the Government's right to recover against third parties for for any such loss, destruction or damage, and upon the request of the Contracting Officer, shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including assistance in the prosecution of-suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. *(5) If the contract is for the development, production, modification, maintenance or overhaul of aircraft, or otherwise involves the furnishing of aircraft by the Government, the clause of this contract entitled" Flight Risks" shall control, to the extent it is applicable, in the case of loss or destruction of, or damage to, aircraft. (*This subparagraph may be omitted where it clearly inapplicable.) (h) Access. The Government, and any persons design ted by it, shall at all reasonable times have access to the premises wherein any of the Government property is located, for the purpose of inspecting the Government property. M Disposition of Government Property. Upon completion or expiration of this contract, or at such earlier dates as may be fixed by the Contracting Officer, any Government property which has not been consumed in the performance of this contract, or which has not been disposed of as provided for elsewhere in this clause, or for which the Contractor has not otherwise been relieved of responsibility, shall be disposed of in the same manner, and subject to the same procedures, as is provided in paragraph (g) of the clause of this contract entitled "Termination for the Convenience of the Government" with respect to termination inventory. The pro- ceeds of any such disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this contract, or shall otherwise be credited to the cost of the work covered by this contract, or shall be paid in such other manner as the Contracting Officer may direct. Pending final disposition of such property, the Contractor agrees to take such action as may be - 33 - necessary, or as the Contracting Officer may direct, for the protection and preservation thereof. (j) Removal of Government Property and Abandonment. If the Contractor determines any Government property to be in excess. of his needs under this contract, such Government property shall be disposed of in the same manner as provided by para- graph (i) above, except that the Government may abandon any Government property in place and thereupon all obligations of the Government regarding such abandoned property shall cease. Unless otherwise provided herein, the Government has no obligation to the Contractor with regard to restoration or rehabilitation of the Contractor's premises, neither in case of abandonment, disposition pursuant to paragraph (i) above, not otherwise, except for restoration or rehabilitation costs caused by removal of Government property pursuant to paragraph (b) above. (k) Communications. All communications issued pursuant to this clause shall be in writing or in accordance with the "Manual for Military Standard Requisitioning and Issue Procedure (MILS IP) for Defense Contractors" (Appendix H, Armed Services Procurement Regulation). SERVICE CONTRACT ACT OF 1965 (a) No contractor or subcontractor holding a Federal service contract shall pay any of his employees engaged in such work less ,than the minimum wage spedified in section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 USC 201 et seq.); and (b) Federal service contracts in excess of $2,500 shall contain the provisions required by the Act with respect to such matter as minimum wages, including fringe benefits, to be paid the various classes of service employees engaged in the performance to the contract, safe and sanitary working conditions, and notification of employees of the compensation required under the Act. - 34 - •AT.LOWABl.B COST, FEE, AND PAYMENT (a) For the performance of Llits contract, the COve1•nmcnL sllal.l Pay to the Contractor: (1) The cost thereof (herOi.nnf:ter referred to as "allowable cost ") determtned by the Contracting Officur to be allowable in nccordance with: (i) Subpart 1-15.2 of the Federal Procurumcnt RogulaLtuns (41 CFR 1- 15.2), as in effect on the date of this contract; and (it) The terms of this contract; and (2) Such ftxcd -fee, if any, as may be provided for in the Schedule. (b) Payments shall be made to the CouLrtCLOr when requested as work progrc:;::us, but not more f.requolitl.y than biweekly, in aronn.ts approved by the ContracLing Officer. 'fhe Conlr.nctor may submit to an iuthorTzed represen Lit Live of the ConLract- ing Officer, in such form and reasonable detail as such r0prrs0ntaLive may require, an invoice or public voucher suPPortcd by a statr:,ient of cost rur Llie•POrforinnnce of this contract- and claimed to constiute allowable cost. For Lhts Purpose, Lhe LOUR costs shall include only those recorded costs which result, at the time of Lhe rogues! for reimbursement, from Payuient by cash, check, or other form .of actual Payuunl for items or services purchased directly for ti:e Contract, toguLher with (whun Lhe Contractor is not dellaquent in paymunt of costs of c011traCt perfor"ZInCe in the ordinary course of business) costs incurred, but not ne,:c,sarily Paid, for maLcrlals which have been issund from the CunLraclor's score i.trventovy and placed In the production process for use on the contract, for direct labor, for direct travel, for other direct inhou:;e costs, and for properly allocated and ;.tl.l.owabl.c tudtrect cu::cs, as is rliown by records maintained by Lhe C;OLltraCLor fur purpo: ;o:; of ObLaini.ng rein- rbursumcat under CovCrunx:nt COnLracis plJ.is Lhe amount of pro;;russ payment. +:ditch have been paid to the CouLe ;.utor'S subcontracLors under similar cos L- sL:ondards. '11 nn tequtrcment of prior p ;tyucent for 1Luans ur sr.rviccs purchased drvoctly for Lhe cunLrnq: s11111 not. apply where Lhe Contractor Is a small busi.ncss concern. (r_) Promptly after recuipt of each invoice or voucher And St:LLeancnt of cost, the Cuvernmont shall, r:•;cept ns 01:1101WIse pvuv1.dt.d in this canLrn :t subject to Lhe prO- visi.0ns of ((I), below, make payment therrun ;is approvrd by Lhe ConLcar,Ling OUlcur. Payment• of the fixed -loo, if :illy, ;:h:.il.l be m:idu to Lhe ConLractor as : ;pecLfind in Lhc Scheilul.u: PrOvi(lod, however, Holt ufL(,r p ;iyiiMnL of 35 percruL of Lhe fi:Led• -roe sot forth in the SChe,lUle, Lhe CouLracLing Ol:ficcr may wi.011101d further pnymcnt of file MM until a ra::r.rvc shall have bean silt aside in an amount' which he ran : :iderS necc:;Sary to pro Loct Lhc interests of Ll}e Cuvernment, but ::itch rr_:,erve Shall not exceed 15 percent of the Lotat Clxod -fee, or $1.00,000, witfehuver is less. (d) At any time or Unites prior to final. payment ender Lhts contract the Contract- ing Officer may have the• invoices or vouchers and Stntr.monts of cost :uulited. Each payment LhereLofore made Shall be :;object to reduction for amounts included in Lhe related Lnvofce or voucher wltcih are found by the Contracting, Officer, en the basts of such audit, not to cunSLitute allowable cost. Any payment may bo reduced for over - payutants, or incrnased for utlderpayi.wnts, oil preceding invoices or vouchers. (o) On rr_cetpl' and approval of tile_ Invoice ur voucher drsiEnnLod by Lilo CnnLracL.._ aS Lhe "comp1.00011 IUVOIC13" or "completion voucher" and upon compliance by the Con- tractor with all Lhe provisions of this conLract (1110.11011g, without limitation, Lhe provisions relating to patents and the provisions of (f), below), Lhe Cover.nment shall promptly pay to Lhe Contractor any balance of allowable cost, and any part of fixed- -fee, which has been withheld pursuant to (r.), above., or ollterw1ta not paid to the Contractor. 'tile completion lnvoi.ce or voucher shall be submitted by the Con- tractor promptly following compleLfOn of Lhc work under this contract hilt 1.11 uo event later than 1 year (or Sitch longer period as the Contracting Officer may in his dts- cretion approve in wrtting) from the date of such completion. (f) 111e Contractur agrees that any refunds, rebates, credits, or other amounts (including any inLe_cest thereon) accruing to or received by the Contractor or -illy assignee under this contract shall be pai.d by Lila Contractor to Lhe Cover.nwont, to the extent that they are properly allocable to costs for which the ContracLor has been reimbur *cd by the government under tills conLrart. Reasonable expenses i.ncucend by Cie Contractor for Lila purpose of securing such refunds, rebates, credits, or other ant,;i ;nL shall be allowable costs hereunder when approved by Lila Contracting Officer. Prior to final payment- under Lilts contract, Cite Contractor and each arstgave ender LhLs contract whose assiewient is in effect at the lime of final paywont wider this con- tr.-act shall execute and deliver: (1) An assi.gument to the Covernment, Jil form and substance Satisfactory to Lila Contracting Office, or refunds, robates, credits, or other amounts (including ally interest thereon) properly allocable to cosL'S. for which the Contractor has been reimbursed by Lhc Covernment under Lhis contract; and (2) A release discliar.tng Lila rOVern1dellt i.Ls officers, agents, and'umployees from all liabil.i.ties, obliantion, and clams avi.st.ng out of or under this contract, subject only to the following excepLloils: (i) Special. claims in stated amounts or in estimated amounts where the amounts are not . ^,useept.ibl.e of exact- statement by Lila Contractor; (it) Claims, together wLth reasonable nxpcnSes incldentnl there.l0, based upon liabilities of the WilLn-InLor to third P:1rtf.os arhihig oaL of Lhe perC01:11gutce of this contract: Peuvi.de.d, however, '11l:tt st;ch cLnf.us are not known to Lhe_ renlracLor on Lhe date of Cite execution of Lhc release; and provided furthor, that the Con- tractor gives notice of :;itch claims [1t wrLLing to Lhe Contracting Officer not more than G years after Lhc date of the release or Lhe dale of :lily notice to Lhe Can - tracCar Lhat the Covernuunt Is prepared Lo make Unal paywont, uthichever i:3 oarl. for; and (Ift) Claft,is for ruhhuriwitiont of cocas (ut-her than expr.nGns uE Lila Contrac.Lor by rilZIS011 of US [lI4i! 1TILftcaLfott of Lhc CI)Vernnu'-11t: a ;•ntn : ;l: patent Ll ;:b1.1f.Ly), irti:ludt ;• I rcaSOnahlo 0xpens0s inci.dcalal LhernLo, incurred by the Contractor tender Lhe pruvi•- S.tons of LhLs curtLract relating to pal'r.nts. (g) Any cost incurred by Lit -_ CoaLracLur under Chu tenas of Hits renLract tat Ich t;ouhl r_un :;lilaLe allow:lhlu cu:;l under the pruvi! ;fnlln of Lilts rlausc :;hall. be tnclndod Lit doLormhting the :u :!oust p:tyabl.c under 1111.3 contract, no Lwft:h:;Candfng any provkronS cunt :.tined fit Lhc :;pencil ie:ttfeaS or Other durwat nCs tn:orpnrat.ed In I.11h; cnnl.ract by rerarooce., lQ!ti1;n:ILi1I? :e.rvices 1.0 h1l perCuruvd or i.iaLrrfal3 to be rurtti:;hnd by the Contractor :it h1.; r.xpcnse or wii.huul: cos L Lo Lhc CuvOrwannt. a - NECOTTATE.D RA'I'NS (a) NOW Wist utd.ing the provlstons of the clause of this contract entitle "Allowable Cost, Fixed Foe, and Paymrnt," the allowable fndfroct costs under this contract ::halt be oblaihued by applying n'goLtat:ed overhead rates to bases agreed upon by Lhe parties, its :;peci.fted below. (b) Tlie Contractor, as soon is possible but not Tatar than ninety (70) days nfter the expiration of his flsmit year, or such other porfod as ucty be spucfffed in the contract, shall snbntlt to Lhr_ Contracting Officer, with a Copy to the cognizant andlt act.ivtLy, a proposed final overhead rate or rat's rur that period based on the Contractor's actual roost P>:perf.ecnc during that pertod, together wi.Llt supporting cost data. Nogotiation of overhead rates by the Contractor and Lhe Contracting Officer shall be undertaken as promptly as practicable after receipt of the Contractor's proposal. (c) Allowabi.11 Ly of costs and ncceptnbi.lity of cost all.ocaLton methods :;hall be determined in accordance wf.th Subpart 1 -1.5.2 of Lhe Fedural Procurement Regulations (41 CFR 1-45.2), as In affect on the date of this contract. (d) '11te resul.Ls of P.ach negotiation shall be set forth in a mollification to this contract, which shall specify (1) the agreed final rates, (2) the bases to which the rates apply, and (3) the periods for which the r3taS apply. (e) Pendl.ng cstabl.Nilummt of final overhead rates for ally poriori, the Contractor shall be reimbursed ei.lher at negottaLP.d provisional raLos as provided in the contracl- or at billing rates acceptable to the ConLracting OfEi.cer, rubjnct to appropriate ndjustment when the final ratcS for [.flat- period are established. To prevent- SubsLauLt over or under paymuut, and to apply either reLroacLively or prospectively: (1) Provisional rates may, at the request of either party, be revised by mutual agre'ment, and (2) billing rates may be adjust,id at any Line by the ConLracLhig OLficrer. Any such revision of ncaotiated provisional rates provided i.n the contract shall be set forth in a n;odi.fi.caLton to I.ltis . _,ontract. (f:) Any failure by the parttes to agree on any final rates under this clause shall be considered a dispute concerning a question of fact for decision by Lhc Contracting; Officer within the meaning of the "D.i.spuLes" clause of this contract. (g) If this contract is with a nortprofLt,organtznLion, submission of propu::ed provisional and /or final ovorlicad rates, together with appropriate dnte'in. support Lhercof., to the Chairman or his duly anthortxcd repr:esenntfve, and :tgre'nlenLs on provisional and /or final ov,anccad rates eatet:ed into between the Cohttiactor and the Chatrntan or his duly authorized represent.1 Live, as evidenced by Nogotiattid Overhoad Rate AgreemenLs signed by both parti.cs, shall be deemed to satisfy the requisewonts of (b), (d), and (e) above. -AUDIT AND RECORDS (a) Conernl. The Contracting Officer or his r'.presr•ntativcs ::Itrtl.l have Lite :tudi.t and IIispOUfoil rtglttr, duscribod Iit I:he applicable paragraphs (h), (c) and (d) brluw. (b) I ?x:nnhvtCfon of rrt:;LS. T.f Ct1.S Is :1 cu: >L retmbnr.urc'uL' Lypn, i.tu:cntf.ve, Ernie and w:.I '.rial.s, ].:[bur hour, or price r.de CeL rluable Cen UStr. L', or :toy cUv )in:iLfolt l'Ileroof, the ConlraeLor shall .I:.itnLaIII, gad the Min l:racLfng 01'1'1 eer ur 11 Is rcpres,'rtt- aL'Lvus. shaf.l have the rtt;hL' Lo P..xntnfne bunks, rocurds, docwai:nLa4, Wild oLlter evidr:nce and aecocnthig prorcdnreS and pcactiC a, ::nfEfci'nt to reflect pr:up(!rl.y all direct and i.nrUrccL uo:;LS of whaUwur nature cl.ninxxl Co have h'Pn incuriud and :utl:I I,): tud to be fnctn:red for Lhe prrr:ron:r:uu:rt of Otis coutrahct. Silt:11 efjit of r:•:n,ti.naLion ::halL in-.1udc In:;pnr.l'fun at all r—r:;ou..bl.e tL „Ls oL' Elie f'nnLrsclur'S pl;mLn, or ::uch parts ther..uf, as .nay be '.n; t;;'d in I:he tx r:foiwancc o[ t.lhi.:; contract. (c) Co::L• or prlChtg daLa. 11 Lhe CnnLrartor ::ubm1LLcd Co:: L' or pricing data in cr?nnuetfort 1411:11 Lhe of Lhts mCraCt or airy clu:n, ^u ur LL1tlt1tCatf0Il t1mreLo, - 37 - • • 111110:, nuch prlci. P w;t:3 based oa adequate prlre_ compet:tCtnt, O:: L' ;tb1l::hod calalu}; ur mark0t prices of commurcfal ttom., ::uld in nubnt,ttttfat quuttitlos I:0 the evilest puhl f. or pt•ices set by law or rogulntfun, I'he ConLrar_Ltn}; Orrfca:r or his representnL[ves' who are cmpl.oyr:es of till, United States Cuvcrnmrnt nhn1.L havr_ th0 right to nxnmtIle all books, r01.ord:;, dOr.tbnrnts and urttur ci:tt;t of rho ConLractor r01.a1:ed to the negntinti.on, pricing or performance of such contract, change ur runlificatton, fur the Purpose of 0va1u;ttIng the accuracy, comptoteness and currency of t:he cost or pricing data .. ^.ubmiLLed. Addiljonnl.ly, in I:he case of Prtcfng .•sly change or modifical:t exceeding $1.00,000 to furoetl.ly advortfsed conLr;-'LS, Lilo CougpLrotler General of the Un[L'ed SL'ntr.s or Us rcPreSOnLaI[vos who are otnPl.oyecs of t:hc 17nf1cd StaCcs CovernmcnL shnil h:.tve such rf.C,hl-s. '11tc rl,,Ilt of o:cniefn:tLfou shall extend to aU docmae -ntS IleceSS:lty to PermLt adequate ev11u10011 of Lhc cost or prising (Tilt, SubmlLr, along w(th Lhc computations and 1) rojouLfulls used therein. (d) Avaflabi.lity. '11te matur[als described in (b) and (c) above, shall be made avail.abl.e at Lhc uff:ir_c of Lhc Contractor, aL al.l r0nvonab.LO Lfnx:s, rov Inspection, audit or reproduction, until the 0xpiratfott of 3 yont:s From I:he dnLC oC final P:tymunt under Lhf.s contract or s s11ch l.e:;!;er Lime sp0ctffed ill Part 1-•70 13C Llte PedOral Procuroctent Rrgutatf-on (41 CPR Part L - -7.0) and for such Longor porfod, if :illy, as is requirr-d by appl.icab.l-e statuta, or by other clauses of Lltts contract, or by (1) and (2) bolow: (1) If Lilts contract Is completely or partially Lenntttated, the records relating to the :Turk terminated slint.1 be ❑l,'& available fur a Poriud of 3 years from the clale of ;lily vesutt.i.ng final Set L•lefnellt. (2) Records which relate to appeals adder Lhc "Di:tpttLes" clause of this contrnr.L, or lil-ialLjon or the settlement of claims arfs[ng out of Clio Ile rformalice of this contract, shall be made available until.sueh appeals, l.f.t[gation, or claims have been disposed of. (e) 11te Contractor shall tunurt a c.l.ause contnintttg all the provlstuns of Lilts cl;:;; incl11ding Lh[s paragraph (0), in a1.1 subcmltracts hereunder oxcept al.tcrcd as n0ccssary for proper idelltiftcation fu the cuntracLing parties and the Conttacl•ing Officer under the Covernweut prime contract. - SUBCONTRACTS (a) 'Ilia Contractor shall notify Lhc Contracting Of:ftcor rnauonably in advance Of entering fnLO any SabgnnLracL- which (1) is cuwL' rOI birr:;cr.!rnl' type, Lfne and mal:urfats, or Labor hour, ur (2) is flxo.rl•t>,:ice Lypo cad exeeods fu dollar a•:oi!rtt a10h0r $25,1700 Or 5% Of LhO t:oLal csLL'ctLed cost of I:hrs :�lnl'rar.L' or (.3) provf l S. for the I'abrf.cation, purch:t:;c, rental, tn::Lal.latfon, Or ol:hec a.:(Inlsflfon of sl)ocfill. test- eclif1w;!nt haviag a value in r.:<sss of $1,000 or of :any ILr.rs of fpolt:;Lrf. ;rL faci.l[L)es. - 38 - • (b) Tit Ella crtse of a Proposal :;1111C- LLract which (1) i5 ar. :L' °rcturhurrcaaant typo, time and mater I.IIs, or labor -hoar, and world ittvoI ve art rsL ima tad amount in excess of $10,000 includhrg any rnn, or (2) is proposed to e: i..end $1,00,000, or (3) fs and of a number of :;uUcont:rar.tS 1111dnr thts conLrnct with a single sub, :untractor for Lhe same or related mippl.i0s or ,ervir•.es- which,ln the aggregate are nxpc,:tnd to esc0nd $100,000, the advance notification requl.r0d by (:t), abuvn, shalt Intaade: (1) A dr_scripLlon of the :;upplles or services to be called for by the subcontract; (2) Tdentfffcatfon of the pvupo : :nd subcontractor and an expinnatloil of why and how the proposed subcontractor was nel.r..cted, inclurliug I:he degree o£ computitlon obtained;. (3) 'Ilia proposed BnbeOatract price, togther with the CuntraeLur's cost -ur price analysts thur:coi; 11te Subcontractor's current, complete, and nccnrat0 cost or pricing data and Certificate of Current- Cost or Pricing Data when such data and certificate are required by other provisions of LhIs contract to be obtained from the subcontractor; (5) T.dentiffcaLtou of the type of subconLrar_t to be used; (G) A m,'nrorandum of negot.taLi.on tdhcflt :;ets forth the principal elemniLs of the subcontract price ne utiations. A copy of Lhfs memorandum shall be retained fn the ContracLor's file for the use of Government ruvfewing authorltius. The momarandtim sital.l be in suffictmnt detail to reflect the most signift.c.int consideraLi.otis control I- 1.118 the 0stabIfSIum:nt of initial or revised prices. 'Clre mxmorandum slioul.d include an explanation of %•;hy cost or pricing dam was, or w:.,s not rcqutrnd, arid, if It was not required in the case of any price neffatf..Atloit in excess of $100,000, it SUILcwcnt of the basis for deterr,rtning Lhat the price resulted front or teas b :.tsed on adequate price competition established catalog or market prices of corarnercial items sold to substantial quantities to the gencra.l pubLf.c, or prices set- by law or regulation. If' cost or prising data was snbmilled and a certlftcatc of cost or pricing data %,gas required, the mer,uranduin shall, reflr_rt Ole rxtr.nL to ta11ci11 re.l..imice was not placed upon the factual cost or pricing data subrmtLLed and the nxt0nt to whcih this data was not used by the Contractor fn de t0rmini.,a the total price objective and in n0.60tiating the final price. 'Pita memorandum shall also refl.eCt the eXLcnt to %.11161 it was recognized In the nagotiatfon that nay cost or pricing dat=a submtt-ted by Lila Contractor was not assurate,- complete, or current; the action tn1:011 by Lire Coutr:nct:or and file subronLrr ;icLor as a resulL; and the affect, if any, of Snell defceti.ve data on the Lota1 price ne.goti.atnd. Mitre the total price negotiated dfl;r:ers si uLL`f, : :c11!.y from the CoatracLor's total price objecLive, the mem=orandum shall nx.plain the difference; and (7) 4Aion iucnntfves are used, the 11112MOrandum of uc300.30.011 shall cmttain an Ox- planation of the incentive foe /profit- plan ident'irying car_h critical Pcrforr:rance elcmont, management dacf.si.uns used to gnanLlfy carp incentive clarcnt, rca:mus ror incentives on parti.cul.ar perforoarnc0 ciraractnrtstics, and a brio£ sumoary of Lradc •uI possibilICIOS cue:iidered as to cnst, perfor :Xmne, and true. (r_) Ilia Contractor nluil.1 obtain Lila wrULnn consent of On CoaLrauLing Llffiuur prior to pl.acfng :illy subcunCiar.t for whi.tal utly :rncn_ not!JPferttfon is requfr0d carder (a), above. '1110 Cootractlnp, Officer may, in hls di.cretton, rat•i.ry fn wrfttny, any such stibconLr.ar.L; Such nelitoll :auill t ;un>;LitutO 1:10 arrt:u_nt of Chia Contracting 0fficar as r0qufrud by cht:; Paragratrh (r.) (r1.) 'ilic CmiLrnctor agraes that uo sUbC0IItr :leL Ptared nndor this COLILrtiCL 511:111. provide ror pay•iont on a cost plus •a uerc, :eta „c -of- -cost• ba: ;fs. (e) 11io C,iuLr'ncCtu}; Or.ficcc -,ay, in tits disr.re.tiun, eoP06fff.ca1.1.y ;IPproVO in wri -ttug nuy of the provi -: :foes of it :urbcoaLract.- liuwevr.r., :tnch pproval ur the 601151 -nt of I:ho CnntracLtr;g OI:rl6cr ubtatund ;is r:r.quirrd by this clai : ;e t ;11:111. cut be ronsl_rnnd to 6nn!;tf.tntc a doLor i'latturt of [,he al.low;ibil.ii.y of ;my uont miler Ibis I :unLrael:, unle:a !:rrr11 al,pruvnl : ;pr.ciftrall.y pruvf•lcs Lh;iL il: ,:ow;LituLos a d, tIocmi,tai' of Lhc n11.owilb I1.. i Ly of snt:1 ,:u: ;tS. (f) 1110 Caul :ra, :Cur :;hall ;;i.v0 Lhn Cont :r:acting o1 :rfl'l:r ht!n,adlaLe noLi60 to wriCt ig - 39 - of any ncCtnn ur suit filed, anal prompt notice of any claim I'vida against the Ctitll, rilt't„ by any 3nbcoiiLt• :1CtOC or vendor which, in the opinion of the Coiit-r;ti:Lor, may rositlt in lil-Lgatfoa rvlo Lod fit any way to tilts, contract Willi rc;:pcct to which Lhc t.on Lr ;1c LUi may be r_ntILird Lo reiwbursetnonL form the Cuvr.rnmrnt. (y) Notw[Lh :;Caadtng p:nagraph (r.), above, (lit! ConLractor may rntoC into sub - contracts wil.hia (1) and (7.) of parngraph (a), above, wtLhout the con .ant of the Contracting Officer, if the ConLracLing uJ.'ri.ce has approvrd in writfug the Con - tracLor's procuremrnt sy:item and the subcontract is within the scope of such approval. (h) To rilcili.tatc sixill business participation in unbcuntracLing tinder this the Cuntrai:WC agrees to provide prugre:;s paymnaLs oil Lila fIXCA1-pt'LCC L ;ubeontracLs of those subcontractors which are sm.-ill bLi5i11,+ss concerns, in confurnitLy with Lhe stand- ards for cu:aum:iry progress payments ,peeLf.ir.d in Subpart 1 -30.5, of the Pedernl Procurement Rrgulatiuns (41 CI +R 1- 30.5), as in Cffert on the date of this contract. 'rite Contract.nr further agrees tint Lhe need for such prugrrss payments will not be consi.dcred a :t a handicap or ndvurse factor in the award of nubcuntracLs. •C0 ;4111•:L'ITLON IN SUBCONTRACTING The Contractor shall select subcontractors (Including suppliers) on a competitive basis to the nin %Imuln practicable extent consistent wLtli the )bjrctf.vrs and require- ments of the contract. - SUBCONTRACTOR COST OR PRLCTNC DATA (a) The rontracor steal raquire subcontractor herounder to submit, actually or by specific id. tiLi- ficati -on In wrItiitg, rust or pcici.ng data under the fu.L.lowi.ng cLrcwa- sL ;utces: (1) Prior to the award of any :;ubcunLract Lhe amount- of which i.s expectod to execrd $100,000 wht.n entered into: (2) Pr.i.ur to the prichig of any subcontract rexilfteation wlif.ch iavttivcs aggreg :.ite increases :+nd /ur decreases in cocks p.iits npplicable, pr.ofiLs expoctod Lo r.xceod $100,000, excrpt where the price. Is hasctl on ndrqunta price ro :ipotit :ion, r.sLabl.J.:;liod ent.il.og or m ;iiALt prices of coimmerci.al items : ;ol-d in substanLial lluantif:ir.s to the general public, or pricos set by law or regulation. (b) The Contractor shall rCgttire : ;ubconLractors to certify, In substantially the name form as chat used in the cr_rtiffeate by t :he Prime CoaLracLur to the CovOriu r.nt, Lit :.iL Lo the bast of Lihef.r ltna.✓l.r.dge :ind bolicf, the cost and pr.icfng data ::ubuticLCd under (a) above is :t, :curatr., complem.., and rurrritt as of the date of agrcui ;icnL un the nc�otl:LLCd price of the SLbcoitCract or r,ubctnitcact change or nodification. (c) Tlto Contractor slial,l Iu. ^,url' the :;ubstanCe of this c1: u: ;C including this paragraph (c) in cant suhcorttract hereuedur which O'N' -eeds $1.00,000 tIllcn entered fntu except t :here the price thercof is ba;;r_d on n(lequate t)rire ompctition, catal.ug nr iiar:et price of con :tn�rclal fLems :;old in :;ubsLanLial quaiiLiLies to the gcntu':tl ,;thl.tc, ur prit:r_s : ;ct by law or regulation, ht oat:lt :uclt r.sa:ptrd .ru;couCracl' herr.ittulur fit rxccss of $1.00,000, the CnnLr.+teLue :;hall fu :;art the subsC. ^.ncc of Lhe following clau;c. -PRIGS RE.Mc"NON UOR 1)I'; : :I;(;L'I :VI: CO ; ;T OR PRI',crP :C DATA If ;,qty prfrt+, .r,u:lutlrlig profit or fir., ntgoL'1aL'rd fit cotinocl.foil with Lllf.s ronCc :it_t ur any r,+::t r,•hobur :;;bl.e untCur Ilift, coaLract was incraase by n t :;i!;II I:; :nL uu,as -40- (a) The Contractor furnished cost or pricing data which was not ar.curatr, compTote and current as certirfed In the Coutractur's Cel'Llffeate of Current Cost of I'ricfnp, Data: (b) A enb,:ontr:lr.ter., pursuant to the r.lnuse of Lhis contrnet ru L.itlod "SubcJatt•flc- tor Cost or Pricing Data" or "Subcontractor Cost or Pricing Dnl:a••11rire Adjustments" or any subcontract slause ehcrin required, furnf: ;hod cost or pricing d ;lLa which was not accurate, compleLe and current as corti,fir.d fit the subconLeactor's CerL.lr.icate of Currant Cost of Pricing Data; (c) A subcontractor or prospective subcontractor fteni::hrd cost or pri -cing daLa which was requfsrd to be accurate, complete and current- and to be submitted to support a subcontract cost ostimate fnrnlshed by the Contractor but whi.ch wits not accurate, complete and current as of the daLe certified In the Contractor's Certificate of Current Cost- or Pricing Data; or (d) 'fie Contractor or a subcontractor or prospective subcontractor furnished any datn, not within (n), (b) or (r.) above, which was not nct:urate as submitted; the price or cost shill be r;:dnccd accordingly and the contract : ;hall be modified in writing as may be nccrssary to rof:l.e(2L• such reducLion. However, and reduction in the contract price due to defective subcontract data of a prospective subcontractor when the subcontract was not :;ubse,piLmAy awardeel to such subcontractor, will be limited to the amount (1)1.ns applicable overhead and profit markup) by which the nctual subcontract, or actual cuss: to the Contractor if Liere cans no subcontract, was Less than the prospective subcontract cost estimate submitted by the Contractor: Provided, The actual subcontract price was not affected by defective cost or pricing data. ( \0Th:: Since the contract is subject to rcdUrtiAlt under this rl.:iu:.e by reason of defective cos L- or pricing data sub!ni.tted In ronnrcCiou with certain :.ubcuntracts, it is expected that the Contractor may toll. to include a clause in oach such : ;ubc nt- tract requiring the subcontractor to ippropr..iatcly indo!:,alfy the Contractor. It is aluo expr.cted that any SUbCOali:rartOr subject to such i_rld-.reuiftcaLioa w111 gonerally require substantially similar inda,rut.i.ftcation for defective cost or prlcing data required to be : ;ubmi.tted by his lower tier subcontiacLors.) — 41 — ADVANCE FArlliNfs Ilia following clause shall govern advance payments to the contractor: (a) Amount of advance. At the request of the Contractor, and subject to the conditions hereinafter set forth, the Government shall make an advance payment, or advance payments from time to time, to the Contractor. No advance payment shall be made (1) without the approval of the Office admkiistering advance payments (hereinafter called the "Administering Office" and designated in paragraph (e)(2) hereof) as to the financial necessity therefore; (2) in any amount which together with all advance payment theretofore made, shall exceed the amount stated in paragraph (c)(1) hereof; and (3) without a properly approved invoice or invoices. (b) Return of Funds. The Contractor may at any time repay all or any part of the funds advanced hereunder. When- ever so requested in writing by the Administering Office, the Contractor shall, within 60 days, repay to the Government such part of the unliquidated balance of advance payment as shall, in the opinion of the Administering Office, be in excess of current needs. The Contractor shall be deemed in compliance with the time requirement of the ntxt preceding sentcuce if the chief administering officer of the Contractor shall have intitiated in writing, within said time period, a request for repayment of such funds to the Government, shall have d, posited such request in the hands of the state or political subdivision Comptroller, Treasurer, or other state or political subdivision official responsible for disbursing state or political subdivision funds, and shall have presented a copy of such request to the Administering Officer. At any time during the first forty -five (45) days following the request of the Administering Office to return funds advanced, the Contractor, if it derr_rmines that the request is unreasonable, may appeal the matter to the Executive Director of the Commission, whose decision shall be final. - 42 - W If this contract is terminated in whole or in part and the Contractor is awthorized to sell inventory acquired for or allocated to this contract, such sale shall be made only if approved by the Contracting Officer, which approval shall ccnstitute a rolense of the Government's lien hereunder to the extent that such termination inventory is sold or retained, and to the extent that the proceeds of the sale, or the credit allowed for such retention on the Contractor's termina- tion claim is applied in reduction of advance payments then outstanding hereunder, (d) Informati.on�Access to Records, The Contractor shall furnish to the Administering Office signed statements of expenditures. (see Attachment vl for drafts of said required report), The Contractor shall also provide financial reports at such other intervals as may be required upon reasonable notice given. The Contractor shall, at all reasonable times, afford to authorized representatives of the Government proper facilities for inspection of the Contractor's books records, and accounts. (e) Designations and Determinations. I The time o utstandingheru amount at any dershallnnotpexceeds $37,125. (2) Administering Office. The office administering ce p advanayments is designated as Regional Director, Regional Office, the address which is stated in Block _ f6 of Standard Form 26. (£) Other Security,, The terms of this contract shall be considered adequate security for advance payments hereunder, (g) Representation and 47arranties. To induce the making of advance payments, the Contractor represents and warrants that; (1) Tile Contractor has the power to enter into this contract and accept advance payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this contract, (2) None of the asset's of the Contractor is subject to any lien or encuinherance of any ehacacter except as shotm in the financial statements furnished by the Contractor to the A-1mini-sterIng Office. There has been no assiZnm.nt of claims nndrr Lhis contract affected by these advance prtyment Provi-sions, or if there has been any assf.fnment, siir..h ssigumeats have been termi- nated. - 43 - Fi (3) All information furnished by the Contractor to the Administering office in connection with such request for advance payments is true and correct to the best knowledge of the chief administering officer of the Contractor. (4) These representations and warranties shall be continuing and :Nall be deemed to have been repeated by the submission of each invoice for advance payments. (h) Covenants. During the period of time that advance Payments may be made hereunder and so long as such — — advance payments remain unliquidated, the Contractor shall not without the prior written consent of the. Administering office: (1) Sell, convey, lease, mortgage, pledge, or other- wise encumber, or suffer to be encumbered, any of the Physical property Of the Contractor which has been procured with advance payments under this contract and which are allocated to the performance of this contract and with respect to which the Government has a lien hereunder.. (2) Make any advance ur loan to or incur any liability as guarantor, surety, or accommodation endorser for any firm, person, or-corporation. (3) Permit a writ or attachment or any sinilar pro- cess to be issued against its property without procuring release thereof or bonding the same within thirty (30) days after the entry of the writ of attachment or any similar process. - 44 - • (4) Pay any funds received hereunder for salaries, commissions, 1)OnUSCS, or other rcnumOration in any form or manner to its directors, officers, or key employees in excess of existing rates of payment or rates provided in exi.sthig agreements in connection with which notice has been given to the Administering Office unless such excess is due (1) to an approved cost of living increase or other addition to salary or prerequisites of office approved for all state employees by the State Civil Service Commission or comparable state personnel agency, or for all civil servants of a political subdivision by the L•ody in a political subdivision analogous to the state Civil Service Commission or (2) to increases negotiated by a labor union which is a recognized bargaining unit for the civil service employees of the state or of a Political subdivision thereof and the labor union represents, for the bargaining unit seeking or gaining increased wages or benefits, civil servants from state or political subdivision a .,encies other than of the Contractor as well as those of the Contractor; Provided, however, that this sui>paragraph shall not be construed as increasing the maximum amount of funds available for this contract and agreed upon as stated in Block 421, Standard Form 26. - 45 - LISTING OF E:IPLOYMENT OPENINGS (This clause is applicable pursuant to 41 CFR 50 -250 if this contract is for $2,500 or more.) (a) The Contractor, to provide special emphasis to the employment of qualified, disabled veterans and veterans of the Vietnam era, agrees that all suitable employment openings of the Contractor which exist at the time of the execution of this contract and those which occur during the performance of this contract, including those not generated by this contract and including those occurring at an establishment of the Contractor other than the one wherein the contract is being performed but excluding those of independently operated corporate affiliates, shall be offered for listing at the appropriate office of the State employment service system wherein the opening occurs and to provide reports to such office regarding employment openings and hires as may be required. (b) Listing of employment openings with the employment service system pursuant to this clause shall be made at least concurrently with the use of any other recrui+.ment service or effort and shall involve the normal obligations which attach to the placing of a. -bona fide job order, including the acceptance of -referrals of veterans and non - veterans. Listing of employment openings does not -require the hiring of any particular job applicant or from any particular group of job applicants referred by the employment service system. Nothing contained herein is intended to -relieve the Contractor from any requirements in any Executive Order or regulation regarding non - discrimination in employment. (c) (1) Reports required shall include, but not be limited to, periodic reports which shall be filed at least quarterly.with the appropriate local State employment service office or, where the Contractor has more than one establishment in a State, with the central office of that State employment service. Such reports shall indicate for each establishment (i) the number of individuals who were hired during the reporting period, ii) the number of those hired who were disabled veterans, and iii) the number of those hired who were non - disabled veterans of the Vietnam era. The Contractor shall maintain copies of the reports submitted until the expiration of one year after final payment under the con- tract, during which time they shall be made available, upon request, for examination by any authorized representatives of the Contract- ing Officer or the Secretary of Labor. (2) Whenever the Contractor becomes contractually bound to the listing provisions of this clause, he shall advise the employ- ment service system in each state wherein he has establishments, of the name and location of each such establishment in the State. As long as the Contractor is contractually bound to these provisions and has so advised the State employment service system, there is - 46 - no need to advise the State system of subsequent contracts. The Contractor may advise the State system when he is no longer bound by this contract clause. (3) If the contract is for less than $10,000 or if it is with a State or local government the procedures set forth in subparagraphs (1) and (2) of this paragraph (c}p are not required. (d) This clause does not apply to the listing of employment openings Maich occur and are filled outside the SO States, the District of Columbia, Guam, Puerto Rico, and the Virgin Islands. (e) This clause does not apply to openings which the Contractor pro- poses to fill from within his own organization or to fill pursuant to a customary and traditional employer -union hiring arrangement. This exclusion does not apply to a particular opening once an employer decides to consider applicants outside of his own organization or employer -union ar-rang—mants for that opening. (f) As used in this clause: (1) "All suitable employment openings" includes, but is not Limited to, openings which occur in the following job categories; production and nocnproduction; plant and office; laborers and mechanics; supervisory and nonsupervisory; technical; and executive, administrative, and professional openings which are compensated on a basis of less than $18,000 per year. This term includes full -t °_me employment, temporary employment of more than three (3) days' dura- tion, and part -time employment. (2) "Appropriate office of the State employment service system" means the local office of the Federal -State national system of public employment offices with assigned responsibility for serving the area of the establishment where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Uco, and the Virgin Islands. (3) "Openings which the Contractor proposes to fi1L from within his own organization" means employment openings for which no consider- ation will be given to persons outside the Contractor's organization (including any affiliates, subsidaries, and the parent companies), .._ and includes any openings which the Contractor proposes to fill from regularly established "recall" and "rehire' lists. (4) "Openings which the Contractor proposes to fill from within his own organization or to fill pursuant to a customary and tradi- tional employer -union hiring arrangement" means employment openings for which no consideration will be given to persons outside of a special, hiring arrangement, including openings which the Contractor proposes to fill from union hiring halls, which is part of the cus- tomary and traditional employment relationship existing between the Contractor and representatives of his employees. - 47 - (5) "Disabled veterans" means a person entitled to disability compensation under laws administered by the Veterans Administration for disability rated at thirty percent (30 %) or more, or a person whose discharge or release from active duty was for a disability incurred or aggravated in line of duty. (6) "Veteran of the Vietnam era" means a person who was discharged or released within the 48 months preceding his appli- cation for employment covered under this part and who (i) served on active duty for a period of more than 180 days, any part of which occurred after .August 5, 1964, and was discharged or released therefrom with other than a dishonorable discharge, or (ii) was discharged or -released from active duty for service - connected dis- ability if any part of such duty was performed after August 5, 1964. (g) The Contractor agrees to place this clause (excluding this - paragraph (g) in any subcontract directly under this contract provided, such contract is for $2,500 or more. (Subcontracts for personal services are exempted from this requirement) (h) Failure of the Contractor to comply with the requirements of this clause may result in termination for default of the contract concerned. i', - 48 - Price Reduction for Defective Cost or Pricing Data If any price, including profit or fee, negotiated in connection with this contract or any cost reimbursable under this contract was increased by any significant sums because: (a) The Contractor furnished cost or pricing data which was not accurate, complete and current as certified in the Contractor's Certificate of Current Cost or Pricing Data; (b) A subcontractor pursuant to the clause of this contract entitled "Subcontractor Cost or Pricing Data" or "Subcontractor Cost or Pricing Data- - Price Adjustments" or any subcontract clause therein required, furnished cost, or pricing data which was not accurate,complete and current as certified in the subcontractor's Certificate of Current Cost or Pricing Data; (c) A Subcontractor or prospective subcontractor furnished cost or pricing data which was required to be accurate, complete and current as of the date certified in the Contractor's Certificate of Current Cost or Pricing Date; (d) The Contractor or a subcontractor or prospective subcontractor furnished any data, not within (a), (b) or (c) above, which was not accurate as submitted; the price or cost shall be reduced accordingly and the contract shall be modified in writing as may be necessary to relect such reduction. However, any reduction in the contract price due to defective subcontract data of a prospective subcontractor when the subcontractor, was not subsequently awarded to such subcontractor, will be limited to the amount (plus applicable overhead and profit markup) by which the actual subcontract, or actual cost to the Contractor if there was no subcontract, was less than the prospective subcontractcost estimate submitted by the Contractor: Provided, The actual subcontract price was not affected y defective cost or pricing data. (NOTE: Since the contract is subject to reduction under this clause by reason of defective cost or pricing data submitted in connection with certain subcontracts, it is expected that the Contractor may wish to include a clause in each subcontract -requiring the subcontractor to appropriately indemnify the Contractor. It is also expected that any subcontractor subject to such indemni- fication-will generally require substantially similar indemnification for defective cost or pricing data regired to be submitted by his lower tier subcontractors.) - 49 - r 1 �J Interpretation of ^_ ^tract Requirements No interpret?.t_on of any provision of this contract, including applicable specific -ions, shall be binding on the Government unless furnished or agree6. -o in writing by the Contracting Officer or his designated Assignment of Clai:_s (a) Pursuant '-o ;he provisions of the Assignment of Claims Act of 1940, as a::.e d (31 USC 203, 41 USC 15), if this contract provides payments c!, sating $1,000 or more, claims for monies due or to become d-a_ -a Contractor from the Goven-ment under this contract may be ass'. _ -_d to a bank, trust company, or other financing institution, includ .,ny Federal lending agency, and may thereafter be further assigned -:_3 reassigned to any such institution. Any such assignment or __:._sigvnent shall cover all amounts payable under this contract and nc already paid, and shall not be made to more than one party, ezc _ct- that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in s_,.c: inancing. - 50 - • e . fATION DATA SHEET ACT NUMBER JTRACTORS NAME City of Corpus Christi P.'0. Box 9277 Corpus Christi, Texas PAYMENT DUE DATE /AMOUNT OF INVOICE - 51 - EEO- 78408 March 1, 1976 - $ 10,190.60 June 1, 1976 - $ 10,190.00 September 1, 1976 - $ 10,190.00 December 1, 1976 - $ 3,398.00 TOTAL AMOUNT - $ 33,968.00 CORPUS CHRISTI, TEXAS DAY OF 19A TO THE MEMBERS OF THE CITY COUNCIL CORPUS CHRISTI, TEXAS FOR THE REASONS SET FORTH IN THE EMERGENCY CLAUSE OF THE FOREGOING ORDINANCE, A PUBLIC EMERGENCY AND IMPERATIVE NECESSITY EXIST FOR THE SUSPEN- SION OF THE CHARTER RULE OR REQUIREMENT THAT NO ORDINANCE OR RESOLUTION SHALL BE PASSED FINALLY ON THE DATE IT IS INTRODUCED, AND THAT SUCH ORDINANCE OR RESOLUTION SHALL BE READ AT THREE MEETINGS OF THE CITY COUNCIL; I, THEREFORE, REQUEST THAT YOU SUSPEND SAID CHARTER RULE OR REQUIREMENT AND PASS THIS ORDI- NANCE FINALLY ON THE DATE IT IS INTRODUCED, OR AT THE PRESENT MEETING OF THE CITY COUNCIL. RESPECTFULLY, 62, MAYOR THE CITY OF CORPUS CHRISTI, TEXAS THE CHARTER RULE WAS SUSPENDED BY THE FOLLOWING VOTE: JASON LUBY DR. BILL TIPTON EDUARDO DE ASES RUTH GILL / BOB GULLEY GABE LOZANO, SR. EDWARD L. SAMPLE I THE ABOVE ORDINANCE WAS PASSED BY THE OLLOWING VOTE: JASON LUBY DR. BILL TIPTON EDUARDO DE ASES RUTH GILL BOB GULLEY GABE LOZANO, SR. EDWARD L. SAMPLE