SCHEDULE TABLE OF CONTENTS

The Schedule consists of this Table of Contents and the following sections:

Government Furnished Office Space, Equipment, Supplies and Services
Liability to Third Persons and Litigation Costs..

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

period are projected to exceed the plan established above for that period. Such notification shall include the Contractor's revised estimated expenditure and shall indicate the reasons therefor.

SECTION H-PAYMENT UPON SUBMISSION OF VOUCHERS

The original and six copies of all public vouchers, with the exception of the final voucher, shall be submitted to Defense Contract Audit Agency, Philadelphia Region, Silver Spring Branch Office, 8719 Colesville Road, Silver Spring, MD 20910, for approval and transmittal to the paying office. The final voucher shall be submitted to the above audit office for final audit and transmittal to the Contracting Officer for approval and submission to the paying office. All vouchers shall reference this contract number.

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 Contract determined by Subpart 1-15.2 of the Federal Procurement Regulations as in effect on the date of this 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 I of the Contract.

SECTION I-ADVANCE PAYMENTS

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. Upon the written request of the Contractor made to the Contracting Officer 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" as 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 ICC 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. Each withdrawal shall be made only by check signed by the Contractor, except payroll checks which shall be signed under the payroll plan by the Riggs National Bank and excepted further that the Contractor may designate in writing a person to sign on his behalf. 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 payment for items of allowable costs as defined in Section H-Payment upon submission of vouchers 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 determintion 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 Administering Office be in excess of current requirements, or (when added to total advances previously made and liquidated) in excess of the amount specified in paragraph (k)(1) of this Section.

(e) Liquidation. If not otherwise liquidated, the advance payments made hereunder shall be liquidated as herein provided. When the sum of all paypayments under this Contract, other than advance payments, plus the unliquidated amount of advance payments, are equal to the total estimated cost of $650,000 for the work under this Contract, or such lesser amount to which the total estimated cost under this Contract may have been reduced, plus increases, if any, in this total estimated cost (including, without limitation, reimbursable costs incident to termination for the convenience of the Government as estimated by the Contracting Officer), the Government shall thereafter withhold further payments to the Contractor and apply the amounts withheld against the Contractor's obligation to repay such advance payments until such advance payments shall have been fully liquidated. If upon completion or termination of the Contract all advance payments have not been fully liquidated, the balances thereof shall be deducted from any sums otherwise due or which may become due to the Contractor from the Government, and any deficiency shall be paid by the Contractor to the Government upon demand.

(f) Bank agreement. Before an advance payment is made hereunder, the Contractor shall transmit to the Administering Office, in the form prescribed by such office, an Agreement in triplicate from the bank in which the "Gordon L. Allott Special ICC Account" is established, clearly setting forth the special character of the account and the responsibilities of the bank thereunder. Wherever possible, such bank shall be a member bank of the Federal Reserve System, or an "insured" bank within the meaning of the Act creating the Federal Deposit Insurance Corporation (Act of August 23, 1935, 49 Stat. 684, as amended; 12 U.S.C. 264).

(g) Lien on "Gordon L. Allott Special ICC Account." The Government shall have a lien upon any balance in "Gordon L. Allott Special ICC Account paramount to all other liens, which lien shall secure the repayment of any advance payments made hereunder.

(h) Default provisions. Upon the happening of any of the following events of default, (1) termination of this Contract by reason of fault of the Contractor; (2) a finding by the Administering Officer that the Contractor (i) has failed to observe any of the covenants, conditions, or warranties of these provisions or has failed to comply with any material provision of this Contract, or (ii) has so failed to make progress, or is in such unsatisfactory financial condition as to endanger performance of this Contract, or (iii) is delinquent in payment of taxes or of the costs of performance of this Contract in the ordinary course of business; (3) appointment of a trustee, receiver or liquidator for all or a substantial part of the Contractor's property, or institution of bankruptcy, reorganization, arrangement or liquidation proceedings by or against the Contractor; (4) service of any writ of attachment, levy of execution or commencement of garnishment proceedings with respect to the "Gordon L. Allott Special ICC Account," or (5) the commission of any act of bankruptcy; the Government, without limiting any rights which it may otherwise have, may, in its discretion and upon written notice to the Contractor, withhold further withdrawals from the "Gordon L. Allott Special ICC Account" and withhold further payments of this Contract. Upon the continuance of any such events of default for a period of thirty (30) days after such written notice to the Contractor, the Government may, in its discretion, and without limiting any other rights which the Government may have, take the following additional actions as it may deem appropriate in the circumstances:

(a) Withdraw all or any part of the balance of the "Gordon L. Allott Special ICC Account" by checks payable to the Treasurer of the United States signed solely by the Administering Office and apply such amounts in reduction of advance payments then outstanding hereunder and in reduction of any other claims of the Government against the Contractor; (b) Charge interest on advance payments outstanding during the period of any such default at the rate of 6 percent (6%) per annum;

(c) Demand immediate repayment of the unliquidated balance of advance payments hereunder; or

(d) Take possession of and, with or without advertisement, sell at public sale at which the Government may be the purchaser, or at a private sale, all or any part of the property on which the Government has a lien under this Contract, and, after deducting any expenses incident to such sale, apply the net proceeds of such sale in reduction of the

unliquidated balance of advance payments hereunder and in reduction of any other claims of the Government against the Contractor.

(i) Prohibition against assignment. Notwithstanding any other provision of this Contract, the Contractor shall not transfer, pledge, or otherwise assign this Contract, or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company, or other financing institution.

(j) Monthly Report-access to records. The Contractor shall furnish to the Administering Office a copy of the monthly money management report prepared by Riggs National Bank on the operation of the "Gordon L. Allott Special ICC Account" in prescribed form, and such other information concerning the operation of the Contractor's business as may be requested. The Contractor shall afford to authorized representatives of the Government proper facilities for inspection of the Contractor's books, records, and

accounts.

(k) Designations and determinations.

(1) Amount. The amount of advance payments at any time outstanding hereunder shall not exceed $100,000.

(2) Depository. The bank designated for the deposits of payments made hereunder shall be the Riggs National Bank of Washington, DC.

(3) Administering Office. The office administering advance payments is designated as the Contracting Officer of the Interstate Commerce Commission. (1) Security. The terms of this Contract shall be considered adequate security for advance payments hereunder.

(m) Representations and warranties. To induce the making of the advance payments, the Contractor represents and warrants that:

(1) No litigation or proceedings are presently pending, or threatened against the Contractor.

(2) None of the provisions herein contravenes or is in conflict with the authority under which the Contractor is doing business or with the provision of any existing indenture or agreement of the Contractor.

(3) The Contractor has the power to enter into this Contract and accept advance payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Contract.

(4) All information furnished by the Contractor to the Administering Office in connection with each request for advance payments is true and correct.

(5) These representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each invoice for advanced payments.

SECTION J-LIMITATIONS UPON OUTSIDE ACTIVITY

The Special Counsel agrees to expend his best efforts in the performance of the work under this Contract. Its execution shall constitute his primary business and professional activity during the term of the Contract. Special Counsel shall not engage in the general practce of law without prejudice, however, to his continuing to render advice and offer counsel on a limited and occasional basis, whether compensated or not, to such persons or interests as were previously advised or counseled by him, so long as such advice or counsel poses no conflict with his obligations and performance under this Contract.

SECTION K-DATA

All of the information, data (as defined in Article 8-Rights In Data of the General Provisions), evidenced, analyses, and statements, referred to in section B, including any working papers, hereinafter collectively referred to as data, shall be preserved and shall be the sole property of the Government.

In the performance of this Contract, any data directly or indirectly furnished by the Government to, or collected by the Contractor which contains information concerning or relating to trade secrets, processes, operations, style of work or apparatus, amount or source of any income, profits, losses, or expenditures of any person, firm, partnership, corporation or association, shall not be duplicated, used or disclosed by the Contractor or any employee or subcontractor thereof, in whole or in part, for any purpose other than the performance of this Contract without the written permission of the Contracting Officer.

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