later revisions made pursuant to paragraph dor e of this clause.

g. Retroactive Changes in Wages of Working Conditions. In the event of a retroactive wage adjustment the Contractor or the Contracting Officer may request an adjustment in the prices fixed in this contract, and such adjustment will be made to the extent equitable; provided, however, that the prices applicable to services performed subsequent to the date of the request for price adjustment shall not be adjusted under this paragraph, it being the intent that any price adjustment under this paragraph shall cover the period prior to such request. Such request by the Contractor shall be made within thirty days of such retroactive wage adjustment and shall be supported by (1) an estimate of the changes in cost occasioned by the retroactive adjustment, (ii) complete information upon which such estimate is based, and (iii) a certified copy of the collective bargaining agreement, arbitration award or other document evidencing the retroactive wage adjustment. Subject to the foregoing limitations as to the time of making a request hereunder completion or termination of this contract shall not affect or impair the Contractor's right under this paragraph. Such adjustment shall be by mutual agreement between the Contracting Officer and the Contractor. The adjusted prices, and the manner of making adjustments with respect to services theretofore paid for, shall be incorporated in an amendment to this contract to be executed by the Contractor and the Contracting Officer. In case of disagreement concerning any question of fact, including whether any adjustment should be made, or the amount of such adjustment, such disagreement will be resolved in accordance with the clause in this contract entitled "Disputes". The Contractor shall give written notice to the Contracting Officer of any request by or on behalf of the employees of the Contractor which may result in a retroactive wage adjustment. Such notice shall be given within twenty days after such request, or if request has occurred prior to execution of this contract, at the time of execution of this contract. CLAUSE 4. Default. (Dec 1957)

a. The Government may, subject to the provisions of paragraph c below, by written notice of default to the Contractor, terminate the whole or any part of this contract in any one of the following circumstances:

(1) if the Contractor fails to perform the services within the specified herein or any extension thereof, or so fails to make progress as to endanger performance of this contract in accordance with its terms; or (ii) If the Contractor fails to perform any of the other provisions of this contract and 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 itself perform or may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate services similar to those so terminated, and the Contractor shall be liable to the Government for any excess costs of such performance or procurement and for any other damages suffered by the Government as a result of the Contractor's default; 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 or other damages if the failure to perform the contract 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, freight embargoes, unusually severe weather, and strikes (unless labor normally used by the Contractor in the performance of this contract is willing to work for the Contractor during the strike in the performance of work under this contract at wages and under working conditions in effect immediately prior to such strike); 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 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 negligence of either of them, the Contractor shall not be liable for any excess costs or other damages for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule.

d. 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.

CLAUSE 5. Indefinite Quantities. 1957)

(Dec

The amount of work and services which the Contractor may be required to furnish and the Government to accept hereunder, shall be the amount which shall from time to time be ordered hereunder by the Contracting Officer, during the term of this contract. In any event, however, the Government shall order, during the term of this contract, work or services having an aggregate value at the prices listed in the schedules made a part hereof of not less than $100.00.

CLAUSE 6. Examination of Records and Accounts. (May 1960)

a. By the Contracting Officer. (1) The Contracting Officer shall have access to all accounting records applicable to this account and the method of accounting used by the Contractor shall be subject to the approval of the Contracting Officer, but no material change will be made in the Contractor's method if it conforms to good accounting practice and the costs are readily ascertainable therefrom. So far as it is practicable, the Contractor shall maintain a complete separate system of accounts under this contract and shall preserve for a period of at least three years after the expiration or termination of the contract or any extension thereof, all books, papers, or other accounting records, pertaining thereto.

(2) All information obtained from the Contractor's records pursuant to a (1) above shall be treated as confidential.

b. By the Comptroller General. (1) The Contractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three years after final payment under this contract, have access and the right to examine any directly pertinent books, documents, papers, and records of the Contractor, involving transactions related to 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, until the expiration of three years after final payment under the subcontract, 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 this clause excludes (1) purchase orders not exceeding $2,500 and (11) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

(3) This subparagraph b is not applicable to contracts of $2,500 or less.

CLAUSE 7. Subcontracting. (Dec 1957) No work hereunder agreed to be performed by the Contractor shall be subcontracted by him without the written consent of the Contracting Officer.

CLAUSE 8. Employees of Contractor. (Dec 1957)

tractor shall comply with all other relevant legislation, state and Federal.

CLAUSE 9. Removal of Employees of Contractor. (Dec 1957)

Contracting Officer may require that the Contractor remove such employees as the Contracting Officer deems incompetent, careless, insubordinate, or otherwise objectionable and whose continued employment with respect to the services to be performed under this contract is deemed by the Contracting Officer to be contrary to the public interest.

CLAUSE 10. Termination. (Dec 1957)

a. This contract may be terminated at any time by either party hereto upon thirty days' notice in writing to the other. Termination under this clause shall not affect, or relieve any party of, any obligation or liability that may have accrued prior to such termination.

b. Upon termination of the contract under a above or as provided in Clause 4 of this contract, the Contractor shall be paid any sum due the Contractor for services performed under this contract to the date of such termination, and in the event of partial termination shall be paid in accordance with the terms of this contract for any services furnished under the portion of the contract that is not terminated; provided, however, any such payments shall be without prejudice to any claim which the Government may have against the Contractor under Clause 4 of this contract or otherwise, and the Government shall have the right to offset any such claims against such payments. CLAUSE 11. Liability and Insurance. (May 1960)

a. The Contractor.

(1) Shall be liable to the Government for loss of or damage to property, real and personal, owned by the Government or for which the Government is liable. For the purpose of this clause all cargo loaded or unloaded under this contract is agreed to be property owned by the Government or property for which the Government is liable. The amount of the loss or damage as determined by the Contracting Officer will be withheld from payments otherwise due the Contractor until the actual loss or damage is ascertained, at which time the Contractor shall be paid the difference, if any, between the amount withheld and the amount of the actual loss or damage sustained by the Government;

(2) Shall be responsible for and hold the Government harmless from loss or damage to property not included in (1) above occasioned either in whole or in part by the negligence or fault of the Contractor, his officers, agents, or employees, in the performance of work under this contract; and (3) Shall be responsible for and hold the Government harmless from bodily injury and death of persons occasioned either in whole or in part by the negligence or fault of the Contractor, his officers, agents or employees in the performance of work under this contract. Determinations of liability and re

sponsibility by the Contracting Officer will constitute questions of fact within the meaning of the Clause of this contract entitled "Disputes". The general liability and responsibility of the Contractor under this Clause are subject only to the following specific limitations.

b. The Contractor shall not be responsible to the Government for and does not agree to hold the Government harmless from loss or damage to property or bodily injury to or to death of persons:

(1) If the unseaworthiness of the vessel or failure or defect of the gear or equipment furnished by the Government contributed jointly with the fault or negligence of the Contractor in causing such damage, injury or death, and the Contractor, his officers, agents, and employees, by the exercise of due diligence, could not have discovered such unseaworthiness or defect of gear or equipment, or through the exercise of due diligence could not otherwise have avoided such damage, injury, or death.

(2) If the damage, injury, or death resulted solely from an act or omission of the Government or its employees or resulted solely from proper compliance by officers, agents, or employees of the Contractor with specific directions of the Contracting Officer.

c. The Contractor shall at his own expense procure and maintain during the term of this contract, insurance as follows:

(1) Standard Workmen's Compensation and Employers' Liability Insurance and Longshoremen's and Harbor Workers' Compensation Insurance or such of these as may be proper under applicable state or Federal statutes. The Contractor may, however, be self-insurer against the risk in this subparagraph (1), if it has obtained the prior approval of the Contracting Officer. This approval will be given upon receipt of satisfactory evidence that the Contractor has qualified as such self-insurer under applicable provisions of law.

(2) Bodily Injury Liability Insurance in an amount of not less than $50,000 any one person and $250,000 any one accident or

occurrence.

(3) Property Damage Liability Insurance (which shall include any and all property, whether or not in the care, custody, or control of the Contractor) in an amount of not less than $250,000 on acocunt of any one accident.

d. All policies of insurance required under the terms of this contract shall by appropriate endorsement, or otherwise, provide that no cancellation thereof shall be effected unless thirty (30) days' prior written notice thereof has been given to the Contracting Officer.

e. Satisfactory evidence of the required insurance endorsed as above shall be filed with the Contracting Officer prior to the per formance of any work under this contract.

f. The Contractor shall, at his own cost and expense, defend any suits, demands, claims, or actions, in which the United

States might be named as a co-defendant of the Contractor, arising out of or as a result of the Contractor's performance of work under this contract, whether or not such suit, demand, claim, or action arose out of or was the result of the Contractor's negligence. This shall not prejudice the right of the Government to appear in such suit, participate in defense, and take such action as may be necessary to protect the interests of the United States.

g. It is expressly agreed that the provisions contained in Sections through ƒ of this Clause shall not in any manner limit the liability or extent of liability of the Contractor as provided in Sections a and b of this Clause.

h. In the event that the Contractor is indemnified, reimbursed, or relieved for any loss or damage to Government property, he shall equitably reimburse the Government. The Contractor shall do nothing to prevent the Government's right to recover against third parties for any such loss, 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 the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery.

CLAUSE 12. Eight-Hour Law of 1912Overtime Compensation. (Jan 1958)

This contract, to the extent that it is of a character specified in the Eight-Hour Law of 1912 as amended (40 U.S.C. 324–326) and is not covered by the Walsh-Healey Public Contracts Act (41 U.S.C. 35-45), is subject to the following provisions and exceptions of said Eight-Hour Law of 1912, as amended, and to all other provisions and exceptions of said Law.

No laborer or mechanic doing any part of the work contemplated by this contract, in the employ of the Contractor or any subcontractor contracting for any part of the said work contemplated, shall be required or permitted to work more than eight hours in any one calendar day upon such work, except upon the condition that compensation is paid to such laborer or mechanic in accordance with the provisions of this clause. The wages of every laborer and mechanic employed by the Contractor or any subcontractor engaged in the performance of this contract shall be computed on a basic day rate of eight hours per day; and work in excess of eight hours per day is permitted only upon the condition that every such laborer and mechanic shall be compensated for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. For each violation of the requirements of this clause a penalty of five dollars shall be imposed for each laborer or mechanic for every calendar day in which such employee is required or permitted to labor more than eight hours upon said work without receiving compensation computed in accord

a. 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.

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

CLAUSE 14. Convict Labor. (Mar 1949) In connection with the performance of work under this contract, the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor.

CLAUSE 15. Notice to the Government of Labor Disputes. (Sep 1958)

a. Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer.

b. The Contractor agrees to insert the substance of this clause, including this paragraph b, in any subcontract hereunder as to which a labor dispute may delay the timely performance of this contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify his next higher tier subcontractor, or the prime contractor, as the case may be, of all relevant information with respect to such dispute.

CLAUSE 16.

1949)

Officials Not to Benefit. (Jul

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.

CLAUSE 17. Covenant Against Contingent Fees. (Jan 1958)

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, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

CLAUSE 18. Assignment of Claims. (Jan 1958)

a. Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C. 15), if this contract provides for payments aggregating $1,000 or more, claims for monies due or to become due the Contractor from the Government under this contract may be assigned to a bank, trust company, or other financing institution, including any Federal lending agency, and may thereafter be further assigned and reassigned 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 as agent or trustee for two or more parties participating in such financing. Notwithstanding any provisions of this contract, payments to an assignee of any monies due or to become due under this contract shall not, to the extent provided in said Act, as amended, be subject to reduction or set-off.

b. In no event shall copies of this contract or of any plans, specifications, or other similar documents relating to work under this contract, if marked "Top Secret," "Secret," or "Confidential," be furnished to any assignee of any claim arising under this contract or to any person not entitled to receive the same, provided, that a copy of any part or all of this contract so marked may be furnished, or any information contained therein may be disclosed, to such assignee upon the prior written authorization of the Contracting Officer.

CLAUSE 19. Definitions. (Jan 1958)

As used throughout this contract, the following terms shall have the meanings set forth below:

a. The term "Secretary" means the Secretary, the Under Secretary, or any Assistant Secretary of the Department, and the head or any assistant head of the Federal agency; and the term "his duly authorized representative" means any person or persons or board (other than the Contracting Officer) authorized to act for the Secretary.

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 a 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 "subcontracts" includes purchase orders under this contract.

CLAUSE 20. Disputes. (Jan 1958)

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 furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Contractor mails 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, 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 offer evidence in support of his 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 administrative official, representative, or board on a question of

law.

CLAUSE 21. Renegotiation. (Oct 1959)

a. To the extent required by law, this contract is subject to the Renegotiation Act of 1951 (50 U.S.C. App. 1211, et seq.), as amended, and to any subsequent act of Congress providing for the renegotiation of contracts. Nothing contained in this clause shall impose any renegotiation obligation with respect to this contract or any subcontract hereunder which is not imposed by an Act of Congress heretofore or hereafter enacted. Subject to the foregoing this contract shall be deemed to contain all the provisions required by Section 104 of the Renegotiation Act of 1951, and by any such other act, without subsequent contract amendment specifically incorporating such provisions.

b. The Contractor agrees to insert the provisions of this clause, including this paragraph b, in all subcontracts, as that term is defined in section 103g of the Renegotiation Act of 1951, as amended.

CLAUSE 22. Gratuities. (Mar 1952)

a. The Government may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract if it is found, after notice and hearing, by the Secretary or his duly authorized representative, that gratuities (in the form of enter

tainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the Government with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract; provided that the existence of the facts upon which the Secretary or his duly authorized representative makes such findings shall be in issue and may be reviewed in any competent court.

b. In the event this contract is terminated as provided in paragraph a hereof, the Government shall be entitled (1) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor, and (ii) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary or his duly authorized representative) which shall be not less than three nor more than ten times the costs incurred by the Contractor in providing any such gratuities to any such officer or employee.

c. 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.

CLAUSE 23. Alterations in Contract. (Jul 1949)

The following alterations have been made in the provisions of this contract: [26 F.R. 2178, Mar. 15, 1961]

§ 605.503 Master contract for repair and alteration of vessels (DD Form 731 and 731–1).

(a) DD Form 731 is prescribed for use in Continental United States for contracting for the repair and alteration of vessels and other floating equipment, except for minor repairs accomplished while the vessel remains in the possession of the Government.

(b) Provisions of this subchapter such as those applicable to approval of awards, preaward surveys, procurement action reporting, formal advertising, authority to negotiate, etc., apply to the placement of individual job orders rather than to the master contract itself.

(c) The provisions of DD Form 731 relating to Government property do not conform to Part 13 of this title. Job orders placed under DD Form 731 contracts are exempt from the requirements of Part 13 and § 30.2 of this title. However, provisions not in conflict with DD Form 731 may be included in individual job orders making Government property