MAY 18, 1973. Hon. GORDON L. ALLOTT, DEAR SENATOR ALLOTT: Enclosed are two copies of the negotiated Definitive Contract for Special Counsel which contains all the changes agreed to in our prior discussions. Although this contract is ready for execution, as Vice Chairman Brewer advised you in his letter of May 4, 1973, it may not be executed until you have submitted to the Commission, in writing, cost data with a breakdown providing estimates, of costs by identified expense items which in your best judgment, will be incurred in the performance of the contract and a Certificate of Current Cost or Pricing Data. We understand these documents are nearly completed and upon delivery, we will arrange a date for the signing of the contract. Sincerely yours, ARTHUR J. CERRA, Deputy General Counsel. (241) CONTRACTING OFFICER WILL COMPLETE BLOCK 22 OR 26 AS APPLICABLE CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this document and return 3 copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein, The rights and obligations of the porties to this contract shall be subject to and gov. red by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are chached or incorporated by reference herein. (Attachments are listed herein.) .NAME OF CONTRACTOR 26. AWARD (Contractor is not required to sign this document.) Your offer on Solicitation Number including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (0) the Government's solicitation and your offer, and (b) this award/contract. further contractual document is necessary. 27. UNITED STATES OF AMERICA No SCHEDULE TABLE OF CONTENTS The Schedule consists of this Table of Contents and the following sections: Government Furnished Office Space, Equipment, Supplies and Services-- Equal Employment Representation . Nonsegregated Facilities.. Alterations in General Provisions_ Also attached and made a part of this Contract is: (a) Cover Page, Standard Form 26 (7/66). (b) General Provisions for cost-reimbursement-type contracts with other than educational institutions. SECTION A-SUPERSESSION OF LETTER CONTRACT On February 26, 1973, the Interstate Commerce Commission (hereinafter "Government") entered into Letter Contract Number 72-5 with Gordon L. Allott (hereinafter "Special Counsel" or "Contractor"). The Government and the Contractor agree that this is the Definitive Contract referred to in the Letter Contract and that this Contract supersedes the Letter Contract in all particulars and for all purposes, and further that this Contract is hereby designated Contract Number ICC 72-5. All work performed, costs incurred, and payments made under the said Letter Contract, and any extensions thereof, shall be deemed to have been performed, incurred or made under this Definitive Contract and are hereby accepted. SECTION B-STATEMENT OF THE NATURE AND SCOPE OF SERVICES The Contractor shall, in compliance with the terms and conditions hereinafter set forth, furnish all labor, materials, services, and management, except as provided elsewhere herein, and do all things necessary for or incident to the performance of the work described below. 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 will be to assure that all interests are considered during the course of these proceedings without sacrifice of the public interest. Special Counsel 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. After close of the hearings in the foregoing Ex Parte investigations, the Special Counsel shall file a Special Counsel's Brief, Reply Brief, if any, to briefs of other parties and shall present a summation of his position in oral arguments to the Commission, if scheduled. In performance of the above, 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 analyses 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 to 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. SECTION C-TERM OF CONTRACT The term of this Contract for performance of the services under Section B shall be for a period beginning February 26, 1973, and shall end forty-five (45) days after the date of oral arguments or the date the Commission announces, by appropriate notice or order, that no oral arguments will be scheduled; provided, however, the total estimated cost and funds allotted to this Contract for the performance of work shall not exceed $650,000 and the Government shall not be obligated to reimburse the Contractor for costs incurred in excess of $650,000. The Contractor shall not be obligated to continue performance under the Contract or otherwise to incur costs in excess of $650,000 unless and until the Contracting Officer shall have notified the Contractor in writing, pursuant to Article 3-Limitation of Cost of the General Provisions, that such amount has been increased and shall have specified in such notice a revised estimated cost and funds allotted which shall thereupon constitute the estimated costs to the Commission and funds allotted for performance of this Contract. SECTION D-PLACE OF PERFORMANCE The work under this Contract shall be performed at such location or locations as may be mutually agreed upon. SECTION E-ESTIMATED COST AND ALLOTTED FUNDS Pursuant to Article 3-Limitation of Cost, of the General Provisions, the total estimated cost and funds allotted to this Contract is $650,000. SECTION F-ADVANCE UNDERSTANDING ON COST ITEMS It is understood and agreed that all costs incurred and identified specifically with the Contract shall be treated as direct costs pursuant to Subpart 1-15.202 of the Federal Procurement Regulations. It is further agreed that the total compensation to Special Counsel, exclusive of compensation for necessary staff and other costs, shall not exceed $60,000 a year. SECTION G-QUARTERLY EXPENDITURE PLAN The Contractor shall submit to the Contracting Officer an expenditure plan each calendar quarter for the performance of the work called for under Section B of this Contract. The expenditure plan shall be cumulative and shall indicate by cost categories all prior expenditures, expenditures for the current quarter, and estimates of expenditures for the forthcoming quarter. Nothing provided for under this Section, however, shall be construed as limiting the rights of either party under any other provisions of this Contract including the Contractor's right for reimbursement under the General Provision Article 2 entitled "Allowable Cost, Fixed Fee (If Any) and Payment." The Contractor shall promptly notify the Contracting Officer in the event it becomes evident that his expenditures for any |