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section 2105 of title 5, United States Code. Accordingly, Senator Allott's Civil Service annuity would not be affected in any manner by the proposed agreement. Sincerely yours,



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February 26, 1973.

Sir: The purpose of this document is to enter into a preliminary contract in order that you may proceed immediately with those tasks required to initiate your efforts in performing the services of Special Counsel set forth in the attached Contract Schedule.

It is understood by your acceptance hereof that you will undertake, without delay, to enter into negotiations with the Interstate Commerce Commission looking to the execution of a definitive contract and to furnish all cost and price information requested by the Contracting Officer. It is also understood that the disbursement to the Special Counsel referred to in the Contract Schedule, exclusive of compensation for any necessary staff and other expenses, will not exceed $60,000 a year. The form and provisions of the definitive contract which the Interstate Commerce Commission intends to use as the basis for negotiation are set forth in the Schedule.

This letter, when accepted by you, will constitute a Letter Contract bearing the contract number above indicated, whereby you, as Contractor, agree to furnish to the Government the services set forth in the attached Contract Schedule in accordance with the terms, conditions, and administrative provisions set forth in the Schedule and the attachments thereto, and such forms, if any, as are referenced herein, all of which are attached hereto and made a part hereof. This letter, Schedule, and the attachments are submitted to you in quadruplicate.

If you agree to the terms set forth in the attached Schedule and in the attachments, please indicate your acceptance by signing and returning the original and two copies to the Contracting Officer who signed this letter on behalf of the United States.


Contracting Officer.
Enclosures : 1. Schedule, 2. General Provisions.

Special Counsel.




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Title A.

Statement of the Nature and Scope of Services. B

Direction to Proceed. C.

Period of Performance. D

Place of Performance. E

Definitive Contract. F

Consideration and Payment. G.

Clauses Incorporated. H

Allowable Costs. I.

Government Furnished Office Space, Equipment,

Supplies and Services. J.

Liability to Third Persons and Litigation Costs. K.

Equal Employment Representation. L.

Nonsegregated Facilities. M.

Alterations in General Provisions.

Advance Payments.
Also attached and made a part of this Letter Contract are:
A. Cover Letter.
B. General Provisions for Cost-Reimbursement Type Contract with Other
Than Educational Institutions.


The Interstate Commerce Commission, having begun its most searching investigation of the railroad freight rate structure, freight service, and the rate base and rate of return in Ex Parte No. 270, Investigation of Railroad Freight Rate Structure, Ex Parte No. 270 (Sub-No. 2), Investigation of Railroad Freight Service, and 'Ex Parte No. 271, Net Investment-Railroad Rate Base and Rate of Return, needs a Special Counsel to provide for an independent, impartial participation in these proceedings to assist the Commission in formulating an adequate record upon which it may make findings and decisions. In view of the already broad participation by numerous parties representing many conflicting interests, the Special Counsel's mission and task, within the funding proscriptions provided for in this Letter Contract and the definitive Contract to be agreed upon, will be to assure that all interests are considered during the course of these proceedings without sacrifice of the public interest.

Special Counsel, hereinafter also referred to as Contractor, shall enter an appearance and participate before the Interstate Commerce Commission in the above proceedings for the purpose of producing such evidence and pleadings within the scope of these investigations as he deems appropriate, necessary, and practicable for the development of a full record for decisions by the Commission respecting the issues of these proceedings.

Special Counsel shall obtain, compile and analyze available information and data and present the results of his analyses during the course of the proceedings. He shall formulate and present for Commission decision such issues as he concludes are consistent with the objectives of the investigations. He shall develop and present evidence relating to these issues and upon analysis of the entire record, including his own participation in the hearing process, he shall take a position on the issues presented for decision with a full statement of his views and supporting reasons therefor.

Special Counsel is authorized to engage in all activities related to the proceedings not inconsistent with the Commission's Rules of Practice, applicable provisions of the Administrative Procedure Act, and all other relevant rules, regulations and statutes. He may seek from, or exchange with, members of the public or parties to the proceedings information on a voluntary basis and may request the Commission issue such orders as may be necessary to produce information or documents he deems required for the investigation. He may consult with all members of the public, public officials and specified Commission staff. Among other matters of consultation with Commission staff shall be the plans for and the results and details of economic or other research, related to these proceedings, conducted by the Commission's staff or contractors to the Commission engaged for such research.


The Contractor is directed, upon his acceptance of this Letter Contract, to proceed immediately to commence performance of the services called for herein and to employ the necessary staff, consultants and subcontractors, to pursue such work with all diligence to the end that the services called for under SECTION A of the Schedule will be delivered or performed in accordance with the Schedule and all other terms of this Letter Contract.


The estimated period of performance of the definitive contract contemplated by this Letter Contract shall begin on the date of acceptance of this Letter Contract and continue until the investigations are ended contingent upon the provision of funds by the Congress.


The work under this Contract shall be performed at such location or locations as may be mutually agreed upon.


The Definitive Contract will be negotiated and executed on or before April 1, 1973, unless such date is extended in writing by the Contracting Officer. The maximum initial amount of the Definitive Contract shall not exceed $650,000 which includes the amount herein obligated.

It is contemplated that the Definitive Contract will be negotiated on the basis of the clauses identified in the schedule of this Letter Contract and such additional clauses as are appropriate to the subject matter of this Contract. However, the parties are not hereby committed to the negotiation of this type of contract.


The maximum amount for which the Government will be liable if this Letter Contracted is terminated is $55,000, and any expenditure or obligation in excess of that amount, in furtherance of performance hereunder, shall be at the Contractor's own risk.

Invoices or public vouchers for payment of cost shall be prepared in triplicate, will include a reference to this Letter Contract and be forwarded to the Contracting Officer.

The Government will pay to the Contractor's account identified as Gordon L. Allott, Special ICC Account” upon submission of invoices or public vouchers, his costs for the performance of this Letter Contract determined by the Contracting Officer to be allowable in accordance with Part 1-15, Subpart 1-15.2 of the Federal Procurement Regulations as in effect on the date of this Letter Contract, and any special provisions concerning the allowable costs or payments set forth in the schedule of this Contract. Such payments shall be made by check payable to the Contractor and be marked for deposit only in the Special Bank Account identified as Gordon L. Allott Special ICC Account, as provided in SECTION N of the Contract.


There are incorporated by reference in this Letter Contract all of the clauses contained in the General Provisions for Cost-Reimbursement Type Contracts with Other Than Educational Institutions, attached hereto, and including any other clauses referenced in the schedule as applicable to this Letter Contract except for the following clauses, which are deleted for the purposes of this Letter Contract:

1. Allowable Cost, Fixed Fee (if any) and Payment 2. Limitation of Cost


In lieu of payment for any indirect costs including Overhead, and General and Administrative Expenses, in the performance of this Contract the following items of cost will be considered allowable under this Contract insofar as they do not exceed the prescribed limitations and are otherwise allowable in accordance with Part 1-15, Subpart 1-15.2 of the Federal Procurement Regulation.

Not to Exceed.
(To be agreed upon and incorporated in the Definitive Contract)



The Government shall furnish to the Contractor, as available, on a no-chargefor-use-basis, suitable office space, furniture, equipment, supplies and services. In the event the Government is unable to provide the foregoing, in a timely manner, such office space, equipment, supplies and services required in the performance of this Contract may be procured by the Contractor.


1. The Government shall reimburse the Contractor for civil liabilities to third persons arising out of the performance of this Contract and other related reasonable expenses including attorney's fees actually and necessarily incurred by the Contractor in connection with the defense of an action, suit or proceeding, whether or not caused by the Contractor except:

a. to the extent reimbursed by insurance or otherwise,

b. to the extent the liabilities or related costs result from the willful misconduct or lack or good faith of the Contractor, or,

c. to the extent the Contractor is otherwise responsible for the liabilities under the express terms of the clauses specified in the schedule of this Contract.

2. The Contractor shall give the Government or its representatives immediate notice of any suit or action filed, or prompt notice of any claim made, against the Contractor arising out of the performance of this Contract, the cost and expense of which may be reimbursab to the Contractor under provisions this Contract, and the risk of which is then uninsured or in which the amount claimed exceeds the amount of coverage. The Contractor shall furnish immediately to the Government copies of all pertinent papers received by the Contractor. If the amount of the liability claimed exceeds the amount of coverage, the Contractor shall authorize representatives of the Government to collaborate with counsel for the insurance carrier, if any, in settling or defending such claim. If the liability is not insured or covered by bond, the Contractor, shall

, if required by the Government, authorize 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; provided, however, that the Contractor may be associated with the representatives of the Government in the settlement or defense of any such claim or litigation.


The Contractor certifies that if he has participated in a previous contract or subcontract subject either to the Equal Opportunity clause contained herein or the clause originally contained in Section 201 of Executive Order No. 10925 or the clause contained in Section 201 of Executive Order No. 11114, that he has filed all required compliance reports and that representation indicating submission of required compliance reports, signed by proposed subcontractors, if any, will be obtained prior to subcontract awards.


1. (Applicable to (1) contracts, (2) subcontracts, and (3) agreements with applicants who are themselves performing federally assisted construction contracts, exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause.)

2. By the signing of this contract, the Contractor, offeror, applicant, or subcontractor certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. The bidder, offeror, applicant, or subcontractor agrees that a breach of this certification is a violation of the Equal Opportunity clause in this contract. As used in this certification, the term "segregated facilities” means any waiting rooms, work areas, rest rooms and wash rooms, restaurants or other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin, because of habit, he has obtained identical certifications from proposed subcontractors for specific time periods, he will obtain identical certifications from proposed subcontractors prior to the award of subcontractors exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause; that he will retain such certifications in his files; and that he will forward the following notice to such proposed subcontractors (except where the proposed subcontractors have submitted identical certifications for specific time periods):

a. Notice to prospective subcontractors of requirement for certification of nonsegregated facilities.

b. A Certification of Nonsegregated Facilities must be submitted prior to the award of a subcontract exceeding $10,000 which is not exempt from the provisions of the Equal Opportunity clause. The certification may be submitted either for each a subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually).

NOTE.—The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001.

The General Provisions of this contract are hereby amended as follows:

a. Wherever the term “Foundation" appears in the General Provisions it shall mean “Interstate Commerce Commission, “Chairman of the Interstate Commerce Commission” and to individuals who may be designated by name or title to act for the “Chairman of the Interstate Commerce Commission” with respect to the subject matter of this contract.

b. Wherever the term "Head of the Agency," "Secretary” or “Director" appears in the General Provisions, it shall mean the “Chairman of the Interstate Commerce Commission.'

c. Add Article 34. Price Reduction for Defective Cost or Pricing Data. d. Article 15, “Audit and Records, is deleted from the General Provisions and new Article 35, “Audit and Records,” is substituted therefor.

e. Add Article 36. Subcontractor Cost and Pricing Data. f. Add Article 37. Stabilization of Prices, Rents, Wages and Salaries (October 1971).

g. Article 14, "Examination of Records,” is deleted from the General Provisions and Article 38, “Examination of Records by the Comptroller General” is substituted therefor.

h. Article 33, “Utilization of Concerns in Labor Surplus Areas” is deleted from the General Provisions and Article 39, “Utilization of Labor Surplus Area Concerns,” is substituted therefor.

i. Add Article 40. "Listing of Employment Openings (March 1972.)”
j. Add Article 41. "Payment of Interest on Contractor Claims.
k. Add Article 42. “Interest.'
1. Add Article 43. “Order of Precedence."
m. Delete Article 13. “Inspection.”


Pursuant to the authority of section 305 of the Federal Property and Administrative Service Act of 1949, as amended (41 U.S.C. 255) advance payments are authorized under this Contract as herein provided:

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 administering advance payments (hereinafter called the “Administering Office”) and designated in paragraph (k) (3) of this SECTION as to the financial necessity therefor, and (2) in an amount which together with all advance payments theretofore made, shall exceed the amount stated in paragraph (k)(1) of this SECTION.

b. “Gordon L. Allott Special ICC Account.” Until all advance payments made hereunder are liquidated and the Administering Office approves in writing the release of any funds due and payable to the Contractor, all advance payments and all other payments under the Contract shall be made by check payable to the Contractor and be marked for deposit only in “Gordon L. Allott Special ICC Account” with the bank designated in paragraph (k)(2) of this SECTION. No part of the funds in the “Gordon L. Allott Special ICĆ Account” shall be mingled with other funds of the Contractor prior to withdrawal thereof from the “Gordon L. Allott Special ICC Account” as hereinafter provided. Except as hereinafter provided, each withdrawal shall be made only by check signed by the Contractor. Countersignature on behalf of the Government will not be required.

c. Use of funds. The funds in the “Gordon L. Allott Special ICC Account” may be withdrawn by the Contractor solely for the purposes of making payments for items of allowable costs as defined in SECTION F and SECTION H of this Contract, or to reimburse the Contractor for such items of allowable cost, and for such other purposes as the Administering Office may approve in writing. If, at any time, the Contractor shall have a question as to whether an item is a proper use of funds or an allowable cost, he may submit it to the Administering Office who shall render a prompt determination in writing.

d. Return of funds. The Contractor may at any time repay all or part of the funds advanced hereunder. Whenever so requested in writing by the Administering Office, the Contractor shall repay to the Government such part of the unliquidated balance of advance payments as shall in the opinion of the Admin

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