the normal supervision furnished under the fee or specified in the Contract.

(NOTE A: If some payments are to be made either on the basis of actual costs or negotiated rates (e.g. a fixed amount per man-day), a limit to the total amount that may be so paid without a modification to the contract should be provided in the payment article for control purposes.)

(NOTE B: Include other items listed under AECPR 9-3.403-50 that are applicable. Until this part is issued, use AEC Manual Chapter 9203-0410.)

(NOTE C: Include the definitions for "labor cost" and "traveling expenses" as set forth in AECPR 9-3.403-50 (f). Until this part is issued, use AEC Manual Chapter 9203-0410.)

(c) Partial Payments on Account of LumpSum Compensation. Ninety (90) percent of the lump-sum compensation shall become due and payable in monthly installments in amounts based on the proportion of the work then completed, as determined by the Contracting Officer, and the balance upon completion and acceptance of all work under this Contract.

(d) Reimbursement Payments. (1) Payments for costs which are reimbursable under the provisions of the paragraph entitled "Reimbursement for Certain Costs" shall be made to the Contractor at intervals stipulated by the Contractor and the Contracting Officer and upon completion and acceptance of the work under this Contract.

(2) Notwithstanding any other provision of this Contract, when the amount for which the Contractor shall be entitled to reimbursement equals the maximum amount the Government has agreed to reimburse the Contractor under this Contract and any modification thereto, the Contractor shall not be expected or required to incur further expenses or obligations under paragraph (b) of this Article unless and until the Government first increases the maximum amount stipulated in paragraph (b) by appropriate modification thereof, nor shall the Government be obligated to reimburse the Contractor for expenses beyond that amount.

(e) Final payment. Upon completion of the work and its acceptance by the Government, and upon the furnishing by the Contractor of a release, in such form and with such exceptions as may be approved by the Contracting Officer, of all claims against the Government under or arising out of this Contract, the Government shall promptly pay to the Contractor the unpaid balance of the lump-sum compensation and reimbursable costs less (i) deductions due under the terms of this Contract, and (ii) any sum required to settle any unsettled claim which the Government may have against the Contractor in connection with this Contract.

(f) Supporting documents. Claims for payment shall be accompanied by such supporting documents and justifications as the Contracting Officer shall prescribe.

(g) Records and accounts relating to reimbursable costs-Inspection and audit. The Contractor agrees to keep books of account, records, documents, and other evidence bearing on costs which are reimbursable under the provisions of the paragraph entitled "Reimbursement for Certain Costs." The method of accounting employed by the Contractor with reference to such costs shall be subject to the approval of the Commission, but no material change shall be required therein if it conforms to generally accepted accounting practice. All such books of account, records, documents, and other evidence relating to such reimbursable costs shall be subject to inspection and audit by the Commission at all reasonable times, and the Contractor shall afford the Commission proper facilities for such inspection and audit. Subject to such other disposition as may be agreed upon by the Contractor and the Commission, the Contractor shall, for a period of six (6) years after completion or termination of this Contract, preserve such of the books of account, records, documents, and other evidence relating to reimbursable costs as are not furnished by the Contractor to the Government in support of payments under the Contract.

Article VI-Examination of records. Insert contract clause as set forth in AECPR 9-7.5004-10.

Article VII-State and local taxes. Insert contract clause as set forth in FPR 1-11.401-1. Article VIII—Assignment. Insert contract clause set forth in AECPR 9-7.5004-7.

Article IX-Responsibility for design and working drawings and specifications. The granting of approvals by the Commission under the paragraph entitled "Statement of Architect-Engineer Services" of the clause entitled "Statement of Work" shall not affect the responsibility of the Contractor for the design, nor for the correctness of working drawings and specifications.

Article X-Subcontracts. The Contractor shall not enter into any contractual commitment to a third party which involves the performance in whole or in part of a specific part of the work described in paragraph entitled "Statement of Architect-Engineer Services" in the article entitled "Statement of Work" without the written approval of the Contracting Officer. However, this article is not applicable to a contract of employment.

Article XI-Contractor's organization. Insert contract clause set forth in AECPR 9-7.5006-6.

(NOTE: For off-site-architect-engineer contracts, substitute the following for paragraph (b):

"A competent supervising representative of the Contractor satisfactory to the Contracting Officer shall be in charge of the work at all times.")

Article XII-Key personnel. Insert contract clause set forth in AECPR 9-7.5006-15.

Article XIII-Patents. Insert contract Hause set forth in AECPR 9-9.5003.

In

NOTE: The patent clause should not be eparted from except on the advice of the ield Patent Group, or in the absence of such roup, on the advice of the Office of the ssistant General Counsel for Patents. ach case it will be necessary to determine hether or not it will be appropriate to add e indemnity clause, with or without modications. NOTE: The Patent Indemity Clause = Clause 15 of Standard Form 23A. For odifications to this indemnity clause see ote "A" under Article XIX, Patent Inemnity, AECPR 9-16.5002-4.

Article XIV-Security. Insert contract Hause set forth in AECPR 9-7.5004-11.

(NOTE: The security clause includes a aragraph to the effect that the Contractor grees to conform to all security regulations _nd requirements of the AEC. To the maxinum extent feasible, specific security reglations and requirements, which are not xpressly set forth in the security clause out to which the Contractor may become ubject under the paragraph referred to bove, shall either be set forth or incororated by reference in an appendix to the Contract.) Article

XV-Disputes. Insert contract lause set forth in FPR 1-7.101-12.

Article XVI-Labor.

(a) Contract Work Hours Standards Act— Overtime Compensation. Insert contract lause set forth in FPR 1-12.303.

(b) Equal opportunity. Insert contract lause set forth in FPR 1-7.101-18.

(c) Convict labor. Insert contract clause et forth in FPR 1-12.203.

Article

XVII-Convenant against coningent fees. Insert contract clause set forth a FPR 1-1.503.

Article XVIII-Officials not to benefit. nsert contract clause set forth in FPR -7.101-19.

Article XIX-Safety, health, and fire proection. Insert contract clause set forth in ECPR 9-7.5004-8.

Article XX-Permits. Insert contract lause set forth in AECPR 9-7.5004-9. Article XXI-Termination.

(a) Notice of termination for default or onvenience. The Contracting Officer may t any time terminate performance of the work under this Contract in whole or in part for the default of the Contractor, or n whole or from time to time in part for he convenience of the Government, by written notice to the Contractor stating the ground for termination. Such terminaion shall be effective in the manner and upon the date specified in said notice and hall be without prejudice to any claims which the Government may have against che Contractor. Upon receipt of

such

notice, the Contractor shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with performance of this Contract and shall proceed to cancel promptly all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to this Contract.

(b) Termination for default. The performance of the work may be terminated for default if the Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within a reasonable time: Provided, that the performance of the work shall not be terminated for default because of any delays in the completion of work due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God, or of the public enemy, acts the Government in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays of subcontractors or suppliers arising from unforseeable causes beyond the control and without the fault or negligence of both the contractor and subcontractors or suppliers, if the Contractor shall within ten (10) days from the beginning of any such delay (unless the Contracting Officer shall grant a further period of time prior to the date of final settlement of the Contract) notify the Contracting Officer in writing of the causes of delay, who shall ascertain the facts and the extent of the delay and extend the time for completing the work when in his judgment the findings of fact justify such an extension, and his findings of fact thereon shall be final and conclusive on the parties hereto, subject only to appeal by the Contractor to the Commission in accordance with the article entitled "Disputes."

(c) Liability for excess costs on default. If performance of the work under this Contract is terminated for the default of the Contractor, the Government may complete or employ any other person or persons to complete the work, and the Contractor shall be liable to the Government for any excess cost occasioned the Government thereby.

(d) Other remedies. 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.

(e) Termination and settlement for the convenience of the Government. If performance of work is terminated for the convenience of the Government, and equitable downward adjustment in the Contract price resulting in a revised price that compensates the Contractor fairly under all the circumstances for work performed under

the Contract (except services and materials the cost of which are, and shall continue to be reimbursable under the article of this Contract entitled "Payment") shall be established in accordance with the agreement of the parties. Failure to agree on such equitable adjustment and revised price under this clause shall be deemed to be a dispute within the meaning of the clause of this Contract entitled "Disputes." The Contractor shall make similar provisions covering termination for convenience with respect to all subcontracts and orders for supplies and materials.

Article XXII--Renegotiation. Insert contract clause set forth in AECPR 9-7.5004-20 if the Contract is subject to the Renegotiation Act of 1951, as amended. Article XXIII-Classification. Insert contract clause as set forth in AECPR 9-7.500421 when required.

Article XXIV-Purchases from contractor controlled sources. Insert contract clause as set forth in AECPR 9-7.5006-33, if deemed necessary.

In the event the Contractor will be required to perform procurement activities, the following articles shall be included in the Contract as appropriate:

concerns.

Article XXV—Utilization of small business Insert contract clause set forth in FPR 1-1.710-3 (a) under the conditions and in the manner prescribed in FPR 1-1.710–2. Article XXVI-Small business subcontracting program. Insert contract clause set forth in FPR 1-1.710-3(b) under the conditions and in the manner prescribed in FPR 1-1.710-2.

Article XXVII-Utilization of concerns in labor surplus areas. Insert contract clause set forth in FPR 1-1.805-3(a) under the conditions and in the manner prescribed in FPR 1-1.805-2.

Article XXVIII-Labor surplus area subcontracting program. Insert contract clause set forth in FPR 1-1.805-3(b) under the conditions and in the manner prescribed in FPR 1-1.805-2.

Article XXIX-Property. If the Government furnishes the Contractor property, or authorizes the Contractor to procure property (such as office furniture and equipment), a property clause should be included similar to the one in AECPR 9-7.5006-27.

Article XXX-Reports. (The nature and quantity of any reports, such as the nature and quantity of any reports, such as reports of the progress of the architect-engineer work, which will be required of the Contractor shall be set forth in this article or incorporated by reference in this article and in an appendix to be attached to the Contract. Contracting Officers will be expected to require in most cases that reports be furnished at intervals disclosing the progress of the architect-engineer work.)

Article XXXI-Alterations and additions. The following alterations in or additions to

1. Contract number, date, name, and address of Contractor.

2. Direction to Contractor to proceed im. mediately to furnish the supplies or to perform the work specified, followed by as detailed description of the supplies to be furnished or work to be performed as is practicable, together with desired delivery date or date of completion.

3. Provision that letter contract contains and resulting definitive contract will contain all applicable provisions required by Federal Law, Executive Order, or regulations.

4. Provision for (a) submission by the Contractor of a quotation and/or estimate supported by a cost breakdown and agreement to enter into negotiation of a definitive contract immediately and (b) type of definitive contract to be used.

5. Provision for (a) approval by the Contracting Officer of subcontracts and purchase

rders of specified types and dollar limits s required by AECPR 9-51.2 and (b) dollar mitation on total amount the Contractor hay expend or obligate pending execution f the definitive contract.

6. Time limit within which letter conract will be superseded by definitive conract (normally within 120 days). Proision for termination either (a) at any time or the convenience of the Government, or b) in event the parties fail to agree upon he terms of, and to execute, a definitive ontract within the time specified on any xtension.

7. Provision for the reimbursement of the Contractor for all reasonable and necessary osts for work performed when the terminaion is for the convenience of the Governnent or in the event the parties fail to gree upon the terms of a definitive conract within the time specified, or any exension thereof. In the latter case the proision should exclude the payment of profit or fee.

8. The total payments under paragraph 7 bove shall be limited to the total dollar mount authorized to be expended by the etter contract and shall be contingent upon ransfer of title to the Government of all naterial (including specifications and drawngs), tools, machinery, and work in process or which the Contractor is receiving reimbursement or the obtaining of an appropriate disposal credit to the Government for hem.

9. Appropriate security provisions. 10. Appropriate tax provisions. 11. Appropriate disputes provisions. 12. Appropriate examination of records provisions.

13. Provision against assignment without prior approval in writing of the Contracting Officer.

b. Ordinarily, letter contracts will not contain any provision for payments to the Contractor, except in the event of its termination, since it is contemplated that a definitive contract will be executed within a short period of time. If it becomes necessary to provide for such payments in the letter contract, such additional provisions as are necessary for the protection of the Government's interest shall be included.

} 9–16.5002–8 Outline of fixed-price contract for research and development with educational institutions. Contract No.

Whereas, the Commission desires to have the Contractor perform certain research work, as hereinafter provided; and

Whereas, this contract is authorized by law, including the Atomic Energy Act of 1954;

Now, therefore, the parties agree as follows: ARTICLE I-THE RESEARCH TO BE PERFORMED

(a) The Contractor shall furnish personnel, facilities, equipment, materials, and supplies substantially to the extent set forth in Appendix "A", endeavor to procure or fabricate the items specified in III of said Appendix "A" and therewith perform to the best of its ability the research provided for in Appendix "A" and report thereon pursuant to the provisions of this contract. [Note A.] Substantial deviations from the foregoing shall be discussed with and subject to the written approval of the Commission.

NOTE A. Appendix "A" may be omitted and Article I appropriately modified to incorporate, by reference to the proposal or other documents, the type of data (level of effort) called for by Appendix “A” to the same extent as required by Appendix “A”. In such case, the referenced materials will be retained as part of the permanent contract file. Other appendixes and references to them should be appropriately relettered. (b) This work shall be conducted under the direction of

or such other member of the Contractor's staff as may be mutually satisfactory to the parties.

ARTICLE II-THE PERIOD FOR PERFORMANCE

6110

(a) The period for performance under this contract shall commence on ---, 19__, and expire on 19--; provided, however, that this period may be extended for an additional period or periods as provided for in paragraphs (b) and (c).

*(b) Appendix C covers one or more extended periods of performance, as specified therein, which may become operative as hereinafter provided. Prior to the expiration of the period of performance referred to in paragraph (a), the Commission may, by written notice to the Contractor, extend the period of performance under this contract for the next period provided for in Appendix C; and thereafter, the Commission may, by written notice to the Contractor prior to the

*See note above.

expiration of said extended period, extend the period of performance under this contract for the next period (if any) provided for in Appendix C. In each such event, Appendix C, or the pertinent separable part thereof if Appendix C comprises more than one separable part, shall become operative, and it shall, with respect to the pertinent extended period in effect, be deemed to be incorporated in Article I.

*(c) Appendix C, or a pertinent separable part thereof if Appendix C comprises more than one separable part, may also become operative as and to the extent the parties may mutually agree in writing.

(d) Appendix C or a pertinent separable part thereof, may be amended pursuant to the written agreement of the parties.

ARTICLE III-CONSIDERATION

In full consideration of the Contractor's performance hereunder, the Commission shall pay the Contractor the sum of $‒‒‒‒‒ (If desired, the actual dollar amount of each of three payments equal to 45-45-10 percent of the total consideration may be specified with appropriate modification of Article BXI, Payments. An additional sentence may be added setting forth the cumulative amount of the contract. Additionally, with respect to each extended period of performance made operative pursuant to Article II, the Commission shall pay the Contractor the sum specified in Appendix C or the pertinent separable part thereof so made operative.) 2

ARTICLE IV-ADDITIONAL CONTRACT PROVISIONS

Appendix "B" attached hereto and made a part hereof, sets forth additional general contract provisions of this contract. Appendix "C", attached hereto, if and to the extent operative as provided for in Article II is also part of this contract.

ARTICLE V-GOVERNMENT PROPERTY

The following items of property procured or fabricated by the Contractor are hereby listed as "Government Property." (List all property and equipment title to which is

*NOTE: May be used where work, level of effort, and price are definitized in advance for a number of years.

1 If the Contractor will receive a continuing level of support in total of $125,000 or more annually, and the payments article suggested by the note to Article B-XI is used, the first sentence of the language in parenthesis in Article III should not be used.

2 May be used where work, level of effort, and price are definitized in advance for a number of years.

A-I. Research to be performed by contractor. (Insert description of research activity.) A-II. Approximate level of research effortapproximate percentage of time:

(a) Contractor personnel: Principal Investigator. (Indicate by scientific discipline or other designation the other personne. anticipated to participate in the research work, and the anticipated percentage of their time to be devoted to this work over the contract period.)

(b) Premises, facilities, equipment, and materials to be furnished by the Contractor. (Insert a reference to such of the above items as are significant in indicating the level of effort at which the research work is to be carried out.)

A-III. Equipment to be purchased or faðricated by the Contractor-Estimated cost. (Set forth each piece of equipment to be purchased or fabricated by the Contractor irrespective of whether title is to remain in

*With respect to the labor and related cost components of fabricated items, indicate separately the approximate amount included as part of the research effort in A-II above.