APPENDIX 7.-DCA/COMSAT CONTRACT DOCUMENTS FOR 30 PACIFIC CIRCUITS CODE CMSA CONTRACT NO: DCA200 66 C 148 BASIC AGREEMENT COMMUNICATIONS FACILITIES AND SERVICES BETWEEN THE 2 Facilities and services to be furnished by the company. 3 Access. 20 Contract Work Hours Standards Act-Overtime Compensation. 21 Equal opportunity. 22 Patent indemnity. 23 Notice and assistance regarding patent and copyright infringement. BASIC AGREEMENT FOR COMMUNICATION FACILITIES AND SERVICES THIS CONTRACT, executed as of the 1st day of June 1966, by the United COMMUNICATIONS SATELLITE CORPORATION (Company) 1900 L Street, N.W., Washington, D.C. 20036 (Address) a corporation organized and existing under the laws of the State of-- Witnesseth: ARTICLE 1-DEFINITIONS a. The term "Department" means the Department of Defense and all agencies 829 civil functions of the Corps of Engineers), the Department of the Navy (includ ing the United States Marine Corps), and the Department of the Air Force, and further to include all establishments under the jurisdiction or control of each named Military Department. It shall include the Department acting for itself as defined herein or acting for and on behalf of any other Government agency. The term "Secretary" means the Secretary of Defense and the Secretaries of the military departments. 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. The term "Communications Service Authorization" shall mean an order for services and facilities placed on the Company under this contract. d. The term "Department communication system" means any communication system or equipment related thereto owned in whole or in part by, or otherwise provided for the use of the Department. e. The terms "Corporation," "Company" and "Contractor" are synonymous. f. The term "Establishment" means any Government-owned or leased activity operated by or for the use of the Department. g. The terms "Subcontract" or "Subcontractor" as used herein shall not include an agreement or arrangement with a person or firm if such person is a resident of or such firm is organized under the laws of a foreign jurisdiction and has his or its principal place of business outside the United States. ARTICLE 2-FACILITIES AND SERVICES TO BE FURNISHED BY THE COMPANY a. Upon request of the Department, the Contractor shall furnish any class or classes of services or facilities that he offers or furnishes under the applicable published tariffs subject, "unless otherwise provided by tariff, to the availability of facilities." b. When the Contractor may appropriately furnish non-tariffed services or facilities and it is mutually agreed that the Contractor should do so under the terms and conditions of this contract or under such other terms and conditions as may be agreed on, such services may be ordered in the manner provided in the clause entitled "Ordering of Facilities and Services." These may include the engineering, installation, alteration or maintenance of facilities owned either by the Contractor or by the Government, and may be located on or off Government premises or at any of its establishments. c. When requested to do so as a matter of military necessity by the Govern ment, the Contractor shall undertake to interconnect its facilities with other telephone systems or communications facilities, without regard to ownership, subject to appropriate interconnection agreements being reached with the owners of said systems or facilities and to receipt of appropriate regulatory approval. provided such other systems or facilities are compatible with those of the Contractor and that interconnection will not impair capability, quality or reliability. When the Company's tariff specifies notification in writing is required that the interconnection is required for reasons of military necessity, such notification shall be in accordance with the provisions of the Company tariff. ARTICLE 3-ACCESS a. Subject to military security regulations, the Government shall permit the contractor access at all reasonable times to contractor-furnished facilities located at Government controlled installations, provided that if by reason of military necessity the Government is unable to permit access, the Government at its own risk and expense shall maintain these facilities and be solely responsible for maintaining all services provided through any of such facilities during the period of non-access, unless the service failure results from the contractor's fault or negligence. b. During the periods when contractor access is not permitted, costs attributable to loss of or damage to the equipment due to the fault or negligence of the Government, shall be reimbursed to the contractor in amounts to be agreed upon between the Government and the contractor in CSAs issued by the Government and accepted by the contractor. Failure to agree shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." ARTICLE 4-ORDERING OF FACILITIES AND SERVICES All services and facilities furnished, as provided in the clause entitled "Facilities and Services to be Furnished," shall be ordered by the Contracting Officer on numbered Communications Service Authorizations referring to this contract and specifying the services and facilities desired, the premises involved, the address where bills for service shall be sent, the Disbursing Officer, and other pertinent details. Except for electronic data processed (EDP) orders which may be accepted by commencing performance, acceptance of orders by the contractor shall be acknowledged by written acceptance by a duly authorized representative who shall sign and promptly return the orders to the Government. Orders pursuant to this clause which are unacceptable to the contractor shall be returned to the Contracting Officer within twenty (20) days of receipt, stating the reasons therefor. ARTICLE 5-PAYMENT a. The Government shall pay the Contractor, upon submission of invoices for services and facilities furnished in accordance with the provisions of CSAS issued under this contract, the rates and charges for such services and facilities as set forth in the clause entitled, "Rates, Charges and Services." b. Non-recurring charges, such as construction, installation, move and change charges, terminations or charges applicable in connection with cancellations or changes in installations prior to the establishment of service, are payable upon submission and verification of itemized invoices. All other charges for services and facilities furnished under this contract shall, in each case, commence with satisfactory establishment of services or provision of facilities and are payable monthly in arrears. c. For the engineering, technical or specialized work contemplated in b of this article entitled "facilities and services to be furnished" charges shall be those specified in the CSA covering the work issued by the Government and accepted by the contractor. d. The Government may discontinue the use of any service or facilities furnished hereunder at any time. Upon discontinuance, the Government shall pay to the Contractor all charges for services and facilities, adjusted to the effective date of discontinuance, subject to the provisions of the article entitled "Rates, Charges and Services." e. If at any time the Government defers or changes its orders for any of the services hereunder but does not cancel or terminate them, the amount paid or payable to the Contractor for providing the services deferred or modified shall be equitably adjusted in accordance with applicable tariffs filed by the contractor with the regulatory commission and in effect at the time the deferral or change or, if no tariffs are in effect, in accordance with the CSA covering the services issued by the Government and accepted by the Contractor. Failure to agree on any adjustment shall be a dispute concerning a question of fact within the meaning of the "Disputes" clause. ARTICLE 6-RATES, CHARGES AND SERVICES a. The services and facilities furnished hereunder shall be in accordance with tariffs, rates, charges, rules, regulations or regulatory requirements lawfully established and applicable to these services and facilities. In the absence of such tariffs, rates, charges, rules, regulations or regulatory requirements lawfully established and applicable to these services and facilities, the services and facilities provided for hereunder shall be furnished at such rates, terms and conditions of service as may be agreed upon, subject, where appropriate, to the jurisdiction of Federal or State regulatory bodies. The contractor shall have the right to make and to file, now or in the future, with any or all regulatory bodies exercising jurisdiction over services or facilities furnished hereunder any changes in rates and regulations or new rates and regulations. For non-tariffed services which are furnished, the Government shall be charged at the lowest rate and under the most favorable terms and conditions for similar service and facilities offered to any other customer similarly situated. b. When the services and facilities involve special construction, or when the charge for any service and facility is to be determined on the basis of cost, actual or estimated, the contractor shall promptly provide to the Contracting Officer such reasonable engineering and cost detail as he may request. c. Expediting charges are expenditures necessary to secure services earlier than those services normally would be provided, such as costs of overtime pay, or special shipment. Expediting charges shall be paid only when (i) payment thereof is provided for in the tariff established by the cognizant regulatory authority, or (ii) specially authorized in an expediting Communication Service Authorization. When authorized, expediting charges shall be the additional costs incurred by the Contractor and the subcontractor. ARTICLE 7—OBLIGATION OF FUNDS No funds are obligated by this contract. Funds are ordinarily obligated by CSAS issued pursuant to the terms of this contract. The individual CSA will obligate funds to cover recurring charges for services to be provided during the Fiscal Year in which the CSA is issued, together with such one-time charges as are applicable to the service. To the extent that services are contemplated to be rendered in future Fiscal Years, obligation of funds for such future years shall be subject to the availability of appropriations therefor. Funds covering any cancellation or termination liability under this contract will be obligated by the issuance of the Cancellation or Termination CSA. ARTICLE 8-AMENDMENT OF CONTRACT Upon thirty (30) days written notice either party may request reconsideration of this contract for the purpose of revision to conform with requirements of law or to provide for mutually acceptable changes. ARTICLE 9-TERMINATION a. This contract may be terminated by the Government on sixty days written notice. The Contractor may terminate the provision of services and facilities hereunder in accordance with the terms of the applicable tariff. As to those services and facilities which are not provided pursuant to tariffs, the Contractor may terminate this contract by sixty days written notice. b. Termination shall be prospective only and shall not affect any CSAS issued or outstanding. c. Termination of CSAS issued hereunder shall not affect this contract and shall be accomplished in accordance with the provisions of the clause entitled "Cancellation or Termination of Orders." ARTICLE 10-TERM OF CONTRACT This contract shall be effective 1 June 1966 and continue until 30 June 1966 and thereafter from year to year unless terminated pursuant to the clause entitled "Termination." ARTICLE 11-RE-USE ARRANGEMENTS a. The Contractor shall use its best efforts to re-use cancelled or terminated facilities or equipment to minimize the charges to the Government. b. If at any time the Government requires that communications facilities or equipment used exclusively for the provision of service to the Government be relocated within the Contractor's service area and such relocation will not disrupt other services rendered by the Company, the Government shall have the option of paying the costs of relocating the facilities or equipment in lieu of paying any termination or cancellation charge which may be applicable to the facilities or equipment involved. In the event that the Government elects to pay relocation costs, in lieu of a termination or cancellation charge, the Basic Termination Liability applicable to the facilities or equipment in their former location shall continue to apply to the facilities or equipment in their new location. c. Where there is another requirement for or a foreseeable re-use-in-place, in the judgment of the contractor, of the cancelled or terminated facilities or equipment, either no charge shall apply or the Basic Cancellation or Termination Charge shall be appropriately reduced depending upon the extent of the new use or re-use. Where feasible the Contractor shall promptly re-use discontinued channels or facilities, including equipment for which the Government is obligated to pay a Minimum Service Charge. ARTICLE 12-DISPUTES 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 thirty (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 decision's 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. c. The provisions of paragraph a above shall not apply to disputes which are subject to the jurisdiction of a governmental regulatory agency and such provi. sions shall be subject to the requirements of the law with respect to the rendition of communications services and the collection of tariff charges. ARTICLE 13-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 his contract if made with a corporation for its general benefit. ARTICLE 14-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 at its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. ARTICLE 15-NOTICE TO THE GOVERNMENT OF LABOR DISPUTES 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 an 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. ARTICLE 16-EXAMINATION OF RECORDS a. 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 of any CSA issued under this contract, 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. |