increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract an equitable adjustment shall be made in the contract price or delivery schedule for recovered product, or otherwise, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this Article XVII must be asserted within 60 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. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of Article XLVIII. However, nothing in this Article XVII shall excuse the Contractor from proceeding with the contract as changed.

ARTICLE XVIII

UNIFORMITY OF CONDITIONS AMONG CUSTOMERS

In

If the Contractor shall at any time after the date of this contract enter into a chemical processing contract with any other person, including any private or public organization, which contract, taken as a whole, or modify any existing contract so that such contract, taken as a whole, is more favorable than this contract, the Commission may elect to amend this contract so that it, taken as a whole, is not less favorable than such other contract. amending this contract under the provisions of this Article XVIII, the Commission shall not be required to match the type of irradiated reactor material or size of the processing load covered by the contract after which the amendment is patterned. The Contractor will promptly furnish the Commission a copy of all contracts between the Contractor and others covering the chemical processing of materials by the Contractor.

A. Billing.

After delivery of recovered product to the Commission, the Contractor shall be paid promptly upon the submission of satisfactory invoices or vouchers accompanied by such supporting documents and justification as may be required by other terms of this contract or reasonably prescribed by the Contracting Officer.

B. Provisional Payment with Respect to Recovered Product. The Contractor shall be paid provisionally after each shipment of uranium, even though such shipment of uranium constitutes less than the entire recovered product from a processing lot, on the basis of the number of processing units contained in such shipment, (1) the basic charge and incremental charges, if any, for chemical processing of such materials, (ii) the perpetual maintenance of waste charge, if any, (iii) stainless steel waste storage tank charge, if any, (iv) carbon steel waste storage tank charge, if any, (v) cooled carbon steel waste storage tank charge, if any, and (vi) an applicable portion of the turn-around charge for the amount of material shipped, as set forth in Article VI or Article XI and Appendix A. Ten percent of the amounts determined to be payable under the preceding sentence shall be withheld pending final payment under Article XIX C.

C. Final Payment with Respect to Recovered Product. A final payment, including the amount withheld under Article XIX B., shall be made to the Contractor with respect to the recovered product from each processing lot after agreement has been reached by the Contractor and the Commission as to all of the following:

(1) Delivery to the Commission of all recovered uranium and plutonium in the processing lot has been accomplished;

(2) The magnitude of W (as defined in Article VI) upon which the charge under Article VI or Article XI is based;

(3) The measured input value, the recovered product value and the measured losses.

D. Deductions. Amounts due the Commission by the Contractor may be deducted from payments due the Contractor under this Article XIX.

ARTICLE XX FORCE MAJEURE

A. Neither party hereto shall be liable for failures or delays in the performance of any of their respective obligations hereunder due to causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in its soverign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, compliance with the orders of any Governmental authority, delays in transit or delivery on the part of transportation companies or communication facilities, or any failure of sources of supplies.

B. In the event that either party shall fail or delay in the performance of their respective obligations hereunder, and such failure or delay shall have been caused by mechanical or other failures of supplies or equipment (other than mechanical or other failures caused by improper maintenance or inspection), such failure or delay shall not be deemed to be a default under this contract until such failure or delay shall have continued for 60 days.

ARTICLE XXI PERMITS & LICENSES

The Contractor shall procure and maintain all necessary permits or licenses and abide by all applicable laws, regulations, (including regulations of the Commission) and ordinances of the United States and of the state and political subdivision in which the work under this contract is performed.

(1) During the term of this contract subsequent to the commencement of mechanical or chemical treatment (whichever occurs first) of irradiated reactor material in the Plant, the Commission, by written notice, may terminate the performance of work under this contract in

whole, or from time to time in part, whenever the Commission shall determine that such termination is in the best interest of the Government. Any such termination shall be effective upon the date specified in such notice, which date shall in no event be earlier than 90 days after delivery of such notice.

(2) After receipt of such notice of termination, the Contractor shall stop work under this contract on the date and to the extent specified in the notice of termination, provided that, except as otherwise agreed, the Contractor shall complete chemical processing of any specification material with respect to which mechanical or chemical treatment has already commenced. All of the provisions of this contract shall

continue to be applicable to such specification material as if this contract had not been terminated.

(3) In the event of termination of all work (or the balance of the work remaining to be done) under this contract pursuant to Article XXII A. (1), the Commission shall pay to the Contractor in full satisfaction for the whole amount due the Contractor by reason of such termination the following amounts:

(1) an amount calculated by the following formula:

$18,000 (A-B)

As used in this formula:

A-625 plus the number of revenue units
required to be delivered to the Con-
tractor by the Commission under
Article IIA(2) hereof

B=the number of revenue units or fractions
thereof resulting from the chemical pro-
cessing of the Commission's specification
material in the Plant and for which pay-
ment has been made or is due to the Con-
tractor under this contract; and

(ii) any amounts due under subparagraphs A(2), A(3) and A(4) of Article VI for the actual cost of construction and installation of waste storage tanks (including spare tanks) and equipment, not yet paid for as provided in such subparagraphs, provided that in the event the Contractor utilizes such tanks for the storage of wastes of others it shall repay the Commission the amounts, and in accordance with the formulae, set forth in such subparagraphs; and

(iii) any amounts due under subparagraph A(5)(c) of Article VI for perpetual maintenance of waste.

(4) In the event of termination of part of the work hereunder, by reduction in the number of revenue units to be delivered to the

Contractor for chemical processing, the Commission shall pay to the
Contractor in full satisfaction for the whole amount due the Contractor
by reason of such termination, an amount determined by multiplying
$18,000 by the number of revenue units which the Commission determines
not to so deliver.

(5) Amounts due the Contractor under Article XXII A. shall be paid in equal annual installments, beginning on the last day of the processing year in which termination is effective and ending on the last day of the processing year which would have been the last processing year had this contract not been terminated by the Commission. The Commission and the Contractor may agree upon other methods of payment, taking into account the discounted value of the annual payments due the Contractor as provided in the preceding sentence.

B. Repayment to Commission in the Event of Increased Load.

In the event of termination of this contract, in whole or in part, by the Commission as provided in this Article XXII the Contractor shall promptly repay to the Commission $18,000 for every revenue unit in excess of 1500 which is chemically processed in the Plant for all customers (including the Commission), and which is deemed to have been chemically processed therein as provided below, during the period which would have been the term of this contract had the Commission not terminated this contract; provided, however, that such 1500 revenue unit base shall be determined and adjusted upward or downward as provided in Article II B. In the event of termination pursuant to paragraph A. of this Article XXII, the Contractor shall be deemed to have chemically processed in the Plant the number of revenue units for which the Commission has paid the Contractor under paragraph A. of this Article XXII.

C. Storage of Specification Material in the Event of Complete Termination.

In the event of the complete termination of this contract pursuant to paragraph A of this Article XXII, the Contractor shall continue to store any specification material located at the Plant until the effective date of termination, unless otherwise agreed. During such period the Contractor shall, in accordance with mutually agreeable delivery schedules, deliver such specification material to the Commission f.o.b. commercial conveyance at the Plant. The Commission shall furnish all containers required for such delivery, which containers shall meet the requirements of Article X hereof. All specification material stored at the Plant in accordance with this paragraph shall be subject to the provisions of Article XXX until the effective date of termination. After the effective date of termination, such material shall be stored at the Plant at the Commission's risk and the Commission shall pay a reasonable storage fee for such storage, unless the failure to remove such material on or prior to the effective date of such termination shall be the fault of the Contractor.

D. Storage in the Event of Partial Termination.

If this contract has been terminated in part only, pursuant to Article XXII A., the Contractor's obligation to provide storage for the

Commission's specification material as provided in Article III C. hereof shall be proportionately reduced and any material in excess of that required to be stored by the Contractor in accordance with such reduced obligation shall be stored by the Contractor until the effective date of termination. During such period the Contractor shall, in accordance with mutually agreeable delivery schedules, deliver such excess specification material to the Commission f.o.b. commercial conveyance at the Plant. The Commission shall furnish all containers required for such delivery, which containers shall comply with the requirements of Article X. All such excess specification material stored at the Plant in accordance with this paragraph shall be subject to the provisions of Article XXX until the effective date of termination. After the effective date of termination, such excess material shall be stored at the Plant at the Commission's risk and the Commission shall pay a reasonable storage fee for such storage, unless the failure to remove such material on or prior to the effective date of such termination shall be the fault of the Contractor.

E. Disagreements under This Article.

Any disagreement between the parties with respect to this Article XXII, shall be subject to the provisions of Article XLVIII.

The term of this contract shall be for a period commencing with the date hereof and ending on a date five years after the first delivery of recovered product to the Commission hereunder or by June 30, 1971, whichever is earlier.

ARTICLE XXIV

RESEARCH AND DEVELOPMENT CONCERNING CHEMICAL PROCESSING

It is the belief of the parties that operations in the Plant will provide significant practical information concerning chemical processing. The Commission and the Contractor will develop a basis for coordinating discussions of any proposed related research and development work in the Plant by the Contractor and in Commission facilities by the Commission so as to maximize the development of useful information. The Commission will consider requests by the Contractor for specific research and development support related to the Plant.

ARTICLE XXV

DEFERRED CONSTRUCTION OF CERTAIN PLANT FACILITIES

A. The parties recognize that at some future date the Commission may desire to have irradiated reactor material generally described as stainless steel cermet fuels and sodium bonded fuels chemically processed at the Plant. If the Commission requests the Contractor in writing, the Contractor shall at the earliest practicable date furnish the Commission with proposed ~charges for and other terms and conditions upon which necessary facilities will be installed in the Plant and such stainless steel cerret and/or sodium bonded fuels will be chemically processed by the Contractor. There shall be included as an element of such proposed charges an amount or amounts sufficient to reimburse the Contractor for all capital expenditures and other