ARTICLE II-WEIGHING, SAMPLING, AND ASSAYING

1. Subject to the provisions of Article XVI hereof, all uranium concentrate delivered under this contract shall be weighed, sampled, and the moisture content thereof determined by the Commission at Grand Junction, Colorado, in accordance with Commission practice. The total weights, samples, and moisture content of each lot delivered hereunder, when arrived at in accordance with the provisions of this Article, shall be final and binding upon the parties hereto. 2. One sample shall be taken from each lot of uranium concentrate delivered under this contract and divided into four equal parts. The Contractor shall receive one part thereof and the remaining parts shall be retained by the Commission.

3. The Commission and the Contractor, each at its own expense, shall make, or cause to be made, independent assays of U:Os content of samples of each lot of uranium concentrate. The results of the UзO, assays shall be exchanged by crossing registered mail promptly after completion of assays. If the difference in the determination of the U.Os content between the assay of the Commission and the assay of the Contractor does not exceed three-tenths of one percent (0.3%), the average of the two results shall be final and binding on both parties. If such difference exceeds three-tenths of one percent (0.3%), one of the parts of the sample retained by the Commission shall be submitted to the National Bureau of Standards or any other mutually acceptable laboratory for umpire assay of the U3Os content thereof and the result of such assay shall be final if within the limits of the assays of the two parties; if not, the assay which is nearer to that of the umpire shall prevail. The cost of such assay shall be borne by the party whose original determination of the UзOs content is further from the determination of the umpire. In the event the umpire's assay is equally distant from the assay of each party, such cost will be split equally.

4. The Commission shall, in addition to making an assay for U3Os make or cause to be made, assays for each impurity listed in b. to k., inclusive, of paragraph 3 of Article XX hereof, which may be contained in concentrate delivered hereunder. The Contractor, in addition to making an assay for UзOs, may, at its option, make or cause to be made, assays for each impurity listed in b. to k., inclusive, of paragraph 3 of Article XX hereof, which may be contained in concentrate delivered hereunder. Assays for all such constituents will be exchanged simultaneously with the assays for UзOs. In the event that the assays with respect to such constituents differ, the Commission's assay shall govern unless the Contractor or the Commission shall, within five days of receipt of the other's assay, make a written request for umpire assay of any such impurity in dispute, provided, that the Contractor shall waive his right to umpire assay and shall accept the Commission's assay for any such constituent for which assay results were not exchanged by crossing registered mail simultaneously with U3Os assays. In the event that umpire assay is requested, one of the parts of the sample retained by the Commission shall be transmitted to the National Bureau of Standards or any other mutually acceptable laboratory for umpire assay and the results thereof shall be final if within the limits of the assays of the two parties; if not, the assay which is nearer to that of the umpire shall prevail. The cost of umpire assay for each such impurity in dispute shall be borne by the party whose original determination of such impurity is further from the determination of the umpire. In the event that the umpire's assay is equally distant from the assay of each party, such cost will be split equally. 5. All costs incurred by the Commission in connection with weighing and sampling of uranium concentrate delivered to the Commission shall be borne by the Commission; provided, however, that if the Contractor elects to have its representative present at such weighing and sampling, the cost incurred by the Contractor in having such representative present shall be borne by the Contractor exclusively.

ARTICLE III-DELIVERY AND ACCEPTANCE

1. Subject to the provisions of Article XVI hereof, deliveries of uranium concentrate hereunder shall be made f. o. b. railroad cars or trucks at the Commission's warehouse at Grand Junction, Colorado. Such deliveries may be made at any time within normal Commission working days and hours on and after September 1, 1957, and may continue thereafter until the expiration of this contract, in accordance with the terms hereof.

2. Each calendar month's production of uranium concentrate from the pilot plant, except for normal pilot plant inventories, shall be delivered to the Commission by the fifteenth day of the succeeding calendar month, unless otherwise authorized in writing by the Commission.

3. The Commission reserves the right, in its discretion, to waive deviations from the specifications established in Article XX hereof, and by notice in writing to the Contractor to accept or reject any uranium concentrate delivered hereunder which, in accordance with Article II hereof, it is determined does not meet such specifications. As a condition to its acceptance of concentrate which does not meet specifications, payment for the UsOs contained in such concentrate will be reduced in accordance with the provisions of Appendix A attached hereto and made a part hereof to the extent applicable.

4. In the event of rejection of concentrate which does not meet specifications, the Contractor shall, within ten (10) days after receiving notice thereof from the Commission, remove the rejected concentrate at its own expense, and shall re-treat it and redeliver it to the Commission, subject to the provisions of this contract. Any moneys paid to the Contractor for concentrate which is thus rejected shall be refunded to the Commission by the Contractor or applied by the Commission in reduction of amounts otherwise due to the Contractor, as the Commission may direct. The Contractor shall not be liable for loss of or damage to uranium concentrate delivered hereunder as provided in paragraph 1 of this Article, except that the Contractor shall become liable for loss or damage to such concentrate occurring after removal by the Contractor of rejected concentrate or after ten (10) days from the date of receipt by the Contractor of notice of final rejection by the Commission of the concentrate in accordance with paragraph 3 above, whichever date first occurs.

ARTICLE IV-PACKAGING

1. Uranium concentrate delivered under this contract shall be packaged by the Contractor as provided in Appendix B hereof.

2. Containers in which the concentrate is delivered hereunder shall be supplied by the Contractor and shall become the property of the Commission upon delivery to and acceptance of the concentrate by the Commission.

ARTICLE V-PAYMENTS

1. For all uranium concentrate produced in the Contractor's pilot plant and delivered to and accepted by the Commission, in accordance with Article III hereof, the Commission shall pay to the Contractor (subject to the provisions of paragraph 2 of this Article relating to interim and final payments) a price of Eight Dollars ($8.00) per pound of contained U3O8.

2. An interim payment equivalent to ninety percent (90%) of the price per pound, as provided in paragraph 1 of this Article, shall be made promptly by the Commission to the Contractor upon the delivery of each lot of uranium concentrate and upon receipt by the Commission of the Contractor's properly certified invoice. This payment shall be based upon the Contractor's own statement of the weight of the contained U2Os in uranium concentrate delivered. The balance due the Contractor for each lot of uranium concentrate delivered to and accepted by the Commission shall thereafter be determined by the Commission upon receipt of the Contractor's properly certified invoices, together with such substantiating evidence as may be satisfactory to the Commission, after completion of the weighing, sampling, and analysis of the uranium concentrate as provided for in Article II of this contract. Final payment of the amount thus determined to be due to the Contractor for each lot of uranium concentrate shall thereupon be made promptly by the Commission; provided, that if as a result of such weighing, sampling, and analysis it is determined that the interim payment made to the Contractor by the Commission exceeds the total amount due, the amount of such overpayment shall be refunded by the Contractor to the Commission or applied in the reduction of amounts otherwise due the Contractor, as the Commission may direct.

ARTICLE VI-CONTRACTOR'S ORE RESERVE DATA

The Contractor agrees to make available to the Commission upon the Commission's request during the term of this contract, all uranium ore reserve data on lands in the United States and its territories which are or may be owned or controlled by the Contractor.

ARTICLE VII-NONDISCRIMINATION

In connection with the performance of work under this contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provision 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 apprenticeship. The Contractor agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of the nondiscrimination clause.

The Contractor further agrees to insert the foregoing provision in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials.

ARTICLE VIII-COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial 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 the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE IX-TAXES

1. Except as otherwise expressly provided herein, the contract price is deemed to include all Federal, State, and local taxes (including fees and charges), which would be payable in respect of this contract if no interest of the Federal Government were involved. The Contractor agrees to furnish the Commission with such information as to its payment or nonpayment of any such taxes as the Commission may request.

2. The Contractor agrees to credit toward payment of the contract price or to pay to the Commission the amount of any such Federal, State, or local tax which, in consequence of a constitutional or statutory immunity or exemption under Federal, State, or local law based upon the direct or indirect relationship of the subject matter of this contract to the Atomic Energy Commission or the United States of America (hereinafter referred to as a "precluded tax"), is either not paid or, if paid, is refunded, rebated, or credited for the benefit of the Contractor. Credits or payments of such amounts shall include any interest paid or credited to the Contractor but shall be reduced by all reasonable expenses, including attorneys' fees, incurred by the Contractor with the approval of the Commission in connection with the taxes exempted, refunded, rebated, or credited.

3. The Commission reserves the right to direct that exemption shall be sought with respect to any tax which it may designate as a precluded tax. In such case, the Contractor shall

a. assert exemption from the tax to the appropriate taxing authority and submit to such taxing authority any tax exemption certificate or similar evidence of exemption with respect to the tax in question furnished by the Commission;

b. in the event of the refusal of the taxing authority to grant the exemption, promptly notify the Commission of such refusal and if authorized by the Commission, pay the tax, taking all necessary action to preserve rights to refund thereof;

c. in the event of such payment, take all necessary action to secure refund of the tax for the benefit of the Commission or, at the Commission's request, to permit the Commission to join with the Contractor in any proceedings for the recovery of the tax or to sue for the recovery in the Contractor's name (it being understood that the Commission will reimburse the Contractor for all reasonable expenses, including attorneys' fees, incurred by the Contractor with the approval of the Commission in seeking recovery of the tax.)

ARTICLE X-CONVICT LABOR

In connection with the performance of work under this contract, the Contractor shall not employ any person undergoing sentence of imprisonment at hard labor.

ARTICLE XI-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.

ARTICLE XII-DISPUTES

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 furnish a copy thereof to the Contractor. Within thirty (30) days from the date of receipt of such copy, the Contractor may appeal by mailing or otherwise furnishing to the Contracting Officer a written appeal addressed to the Commission, and the decision of the Commission shall, unless determined by a court of competent jurisdiction to have been fraudulent, arbitrary, capricious, or so grossly erroneous as necessarily to imply bad faith, or is not supported by substantial evidence, be final and conclusive; provided, that if no such appeal to the Commission is taken, the decision of the Contracting Officer shall be final and conclusive. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer 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.

ARTICLE XIII-BUY AMERICAN ACT

The Contractor agrees that there will be delivered under this contract only such unmanufactured articles, materials, and supplies (which term "articles, materials, and supplies" is hereinafter referred to in this clause as "supplies") as have been mined or produced in the United States, and only such manufactured supplies as have been manufactured in the United States substantially all from supplies mined, produced, or manufactured, as the case may be, in the United States. The foregoing provisions shall not apply (i) with respect to supplies exempted by the Commission from the application of the Buy American Act (41 U. S. C. 10a-d), (ii) with respect to supplies for use outside the United States, or (iii) with respect to the supplies to be delivered under this contract which are of a class or kind determined by the Commission not to be mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality, or (iv) with respect to such supplies from which the supplies to be delivered under this contract are manufactured, as are of a class or kind determined by the Commission not to be mined, produced, or manufactured, as the case may be, in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality, provided, that this exception (iv) shall not permit delivery of supplies manufactured outside the United States if such supplies are manufactured in the United States in sufficient and reasonably available commercial quantities and of a satisfactory quality.

ARTICLE XIV-EXAMINATION OF RECORDS

1. The Contractor agrees that the Commission and the Comptroller General of the United States, or any of their duly authorized representatives, shall 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 until the expiration of three years after final payment under this contract.

2. 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 representatives shall

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 until the expiration of three years after final payment under this contract. The term "subcontract" as used herein means any purchase order or agreement to perform all or any part of the work or to make or furnish any materials required for the performance of this contract, but does not include (i) purchase orders not exceeding $1,000.00, (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public, or (iii) subcontracts or purchase orders for general inventory items not specifically identifiable with the work under this contract.

3. Nothing in this contract shall be deemed to preclude an audit by the General Accounting Office of any transaction under this contract.

ARTICLE XV-WALSH-HEALEY ACT

To the extent that this contract is subject to the Walsh-Healey Public Contracts Act, as amended (41 U. S. C. 35-45), there are hereby incorporated by reference the representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representations and stipulations being subject to all applicable rulings and interpretations of the Secretary of Labor which are now or may hereafter be in effect.

ARTICLE XVI-CHANGES

The Contracting Officer may at any time, by a written order, make changes, within the general scope of this contract, in any one or more of the following: (1) specifications for UsOs concentrate (ii) method of shipment or packing for UsOs concentrate; (iii) place of delivery; and (iv) place of weighing, sampling, and assaying. If any such change causes an increase or decrease in the cost of, or the time required for performance of this contract, an equitable adjustment shall be made in the contract price or delivery schedule, or both, 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, that the Contracting Officer, if he decides that the facts justify such action, may receive and act 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, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

ARTICLE XVII-ASSIGNMENT AND ASSIGNMENT OF CLAIMS

Neither this contract nor any interest therein nor claim thereunder shall be assigned or transferred by the Contractor, except as hereinafter in this Article provided, or except as otherwise expressly authorized in writing by the Contracting Officer.

Pursuant to the provisions of the Assignment of Claims Act of 1940 (31 U. S. Code 203, 41 U. S. Code 15) moneys due or to become due from the Government under this contract may be assigned to any bank, trust company, or other financing institution, including any Federal lending agency, and may thereafter be further assigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party except that any such assignment or reassignment may be made to one party either for its account or as agents or trustee for two or more parties participating in such financing.

ARTICLE XVIII-SECURITY

1. Contractor's Duty to Safeguard Restricted Data and Other Classified Information. In the performance of the work under this contract the Contractor shall, in accordance with the Commission's security regulations and requirements, be responsible for safeguarding restricted data and other classified matter and protecting against sabotage, espionage, loss and theft, the classified documents, materials, equipment, processes, etc., as well as such other material of high intrinsic or strategic value as may be in the Contractor's possession in connection with performance of work under this contract. Except as otherwise expressly provided in the specifications the Contractor shall, upon completion or