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In addition to the Terms and Conditions of the Invitation for Bids and
its schedulc (Continuation Shoots), bids and resulting Contracts are also
subject to the General Provisions, Stander Form 3 (No. 1949 D), and
Spuciel Program Contract Provisions (ugust 1952), which are incorporated
heroin by roference. (Copies of the foregoing if not attached my be
obtained upon request).

The Government reserves the right to eward total or partial quantitie
br both it.ms to one or more biddors.

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1.

EXHIBIT 2-Continued

SPECIAL PROGRAM CONTRACT TERKS

Revised, July 15, 1949

FEDERAL TAXES: (a) Prices offered herein shall be deemed to include any Federal Taxes imposed by Congress which on the date of offer are applicable to articles or services or components thereof, offered. If, (1) after date of offer (A) Congress shall impose any tax, or (B) it shall increase any then existing tax, or (c) Bureau of Internal Revenue shall rule that a tax there-tofore imposed is applicable and contractor at time of offering reasonably believed such tax was not applicable, with respect to production, processing, manufacturing, holding, importation, transportation or sale of any articles or services, or components thereof, covered by offer and (2) contractor is required by operation of law or by specific contractual obligation to pay such tax or bear its burden, then upon written application therefor and proof thereof, contractor's quoted prices of articles or services concerned shall bo correspondingly increased. If, by operation of law or otherwise including any action by the Secretary of the Treasury under Section 307 (c) of Revenue Act of 1943, contractor is relieved in whole or in part from payment of any tax deemed included in quoted prices, or from bearing its burden, quoted prices shall be correspondingly roduced. Invoicos or vouchers covoring increase or reduction in price in accordance with this paragraph (a) shall state amount thoroof as separate added or deducted item.

(b) As to any Federal tax included in quoted prices or otherwise authorized to be added to those prices in accordance with paragraph (a), contractor waives, releases, and assigns to the United States any and all right, title, and interest in and to any refund of or credit for such tax upon or by reason of exportation. of any articles furnished under this contrect and agrees to assist the Government, if requested to do so, in obtaining refund, credit, or exemption as to such tax.

(c) Since, unless otherwise provided, the articles to be furnished under the contract are to be exported, the quoted prices do not include any amount for the transportation tax imposed by Section 3475 of the Internal Revenue Code, as amended. If, at any time, Contractor should be required to pay any part of such tax because of the failure of the Government to oxport the articles after delivery by Contractor, or to furnish Contractor, upon request, with sufficient evidence of exportation of the delivered articles within the time required by the Revenue Laws and Regulations, or for any other reason, the actual amount of such tax paid shall be invoicod as a soparato itom and paid by the Government as an addition to the quoted prices.

2. ERROR IN EXTENDING PRICES: In case of error in the cxtension of prices, the unit prico will govern.

3. PALENT: Contractor shall be paid, upon submission of properly cortified invoices or vouchors, prices stipulated herein for articles or sorvices accopted, less deductions, if any. Unless otherviso specified, payment may be made on accepted partial deliveries when the amount duo thoroon equals or exceeds $1,000 or 50 perccat of total amount of contract.

4.

DISCCUNT THE: If discount is offered, time will be computed from date of delivery of articles to carrier whon finel inspection and acceptance are at point of origin, or rom date of delivery at dostination or port of

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EXHIBIT 2-Continued

(Contract Terms, Rev.7/15/49)

onbarkation wäen final inspection and acceptance are at these points, or from date correct bill or voucher properly certified by contractor is received, if latter date is later than date of delivery.

5.

ASSIGNEET OF PAYMENTS: If this contract provides for payment in the aggrogate of $1,000 or more, then all moneys due or to become due thereunder may be assigned by contractor to a bank, trust company or other financing institution, including any Federal lending agency, in accordance with the provisions of the Assignment of Clains Act of 1940 (54 Stat. 1029, 31 U.S.C. 203, 41 U.S.C. 15),

6. INSPECTION AND REST: (a) All material and workmanship shall be subject to inspection and test at all times and places, including, when practicable, during nanufacture. If any articles or services are defective, or otherwise not conforming to specifications, Government shall have the right to reject sao, or to require o orrection or replacement, or, if public necessity requiros acceptance of such articles or services, payment therefor may be nade at proper reduction in price. If rejection is made at a point other than contractor's premises, contractor shall promptly, upon request, renove at his expense rejected articles or sorvices, and shall be liable to the Government for any cost of renoval, correction or replacement resulting from failure to do so as required.

(b) If preliminary or final inspection or tost is made on prenises of contractor or subcontractor, contractor shall furnish or arrange to furnish, without additional chargo, all reasonable facilities and assistance. Inspections and tests shall be so performed by the Government as not to unduly delay work. Special and performance tests shall be nado as specified. The Government reserves the right to charge contractor for any additional cost of inspection or test when articles are not ready at tine contractor requests inspection or test. (c) Final inspection and acceptance of articles and services will be made after delivory, unless otherwise stated. If final inspection is at point other than premises of contractor or subcontractor, it shall be at the expense of the Government except for value of test samples used and rejected. Final inspection shall be conclusive except as to latent defects, fraud or gross mistakes. 7. VARIANCE IN QUAFTITY: Unless otherwise specified, any variations in the quantities called for not exceeding 10 percent, will be accepted only when caused by conditions of loading, shipping, packing, or allowance in nanufacturing processes.

8.

DEFAULTS: If contractor refuses or fails to make deliveries of crticles or services conforming to specifications within time specifiod, or any extension thereof, or to perform faithfully any contract condition, contracting officer, without prejudice to other rights of the Government resulting from breach of contract conditions, nay by written notico terminate the right of the contractor to proceed with any or all rounining deliverios. In ovent of any such termination, the Government may, without prejudice to its other rights resulting from breach of contract conditions, obtain similar articles or servicos elsewhere and contractor and his sureties, if any, shall be liable to the Government for any excess cost occasioned the Government thereby;Provided, the contractor shall not be charged with any excess cost occasioned the Government theroby (1)when failure of contractor in making suitable deliveries is due to causes beyond his control which could not reasonably have been anticipated and wore without his fault or negligence, including but not restricted to, acts of God or public encay, acts of the Government whether as contractor or sovereign; fires, floods, epidemics, quarantine restrictions, strikes,freight embargoes, unusually severe weather, and dolays and failure of subcontractor, due to any such cause unless contracting

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EXHIBIT 2-Continued

(Contract Terms, Rev. 7/15/49)

officer shall determine that the articles to be furnished under the
subcontract are procureble in open market, and (2) if contractor shall
notify contracting officer in writing of cause of such failure within
10 days from beginning thereof, or within such further period as con-
tracting officer may grant prior to date of final settlement of contract.
Contracting officer shall decide the facts and extent of failure, and his
decision shall be final and conclusive upon the parties hereto subject to
appeal as provided in Terms 9 hereof, entitlod "DISPUTES."

9.

DISPUTES: Unless otherwise provided heroin, disputes involving questions of fact arising under this contract, which are not disposod of by agroomont, shall be decided by contracting officer. Upon writton request by contractor within 10 days from time of decision by contracting officor, the docision of contracting officer shall be reducod to writing and a copy thereof mailed, or otherwise furnished the contractor. Within 30 days from mailing or furnishing such copy, contractor may appeal in writing to the Administrater of Goneral Services, whose decision or that of his duly authorized representative on such questions of fact shall be final and conclusive on the partios: Provided, that if no such appeal is taken, decision of the contracting officer on such questions of fact shall be final and conclusivo. In the meantime contractor shall proceed with performance.

10. COVENANT AGAINST CONTINGENT FATS: Contractor warrants no person or solling agency has been employed or retained to solicit or secure this contract upon an agreemont or understanding for a commission, percentage, broker age, or contingent fee, excepting bonafide employees or bonafide established commercial or selling agencies maintained by contractor for purpose of secur ing business. For breach of this warranty, the Government shall have the right to annul this contract without liability or in its discrotion to doduct from contract price or consideration, full amount of such commission, percentage, brokerage or contingent foe.

11. OFFICIALS NOT TO BEETIT: No member of or delegate to Congress or resident commissioner shall be admitted to rny shero or part of this contract or any benefit that may arise therefrom, unless it be made with a corporation, for its general bonefit.

12.

DEFINITIONS: (a) "Government" shall mean the United States of America. (b) "Administrator of General Services" shall include the Deputy Administrator of General Services, and the term "his duly authorized ropresentative" shall moan any person authorized to act for him other than the contracting officor. (c) "Contracting Officer" shall mean the official oxecuting this contract in behalf of the Government, and shell include his duly appointed succossor or authorized representative.

13. PATENTS: Contractor shell hold and save the Governmont, its officers, agents, servants, and employees harmless from liability of any nature or kind, including costs and expenses for or on account of any patontod or unpatented invontion, article, dovice or applianco manufacturod or usod in performance of this contract, including their use or disposal by or for the Government. (The following Conditions, 14 through 17, shall not apply to any work or services perfornod under the contract outside the United States of Ancrica, nor shall thoy apply outside the United States of America in connection with tho producing, processing, manufacturing, or acquisition of any articles to bo delivered under the contract).

55430-54- -9

14.

EXHIBIT 2-Continued

(Contrect Terms Rev.?/15/49)

ANTI-DISCRIMINATION: Contractor, in performing the work required by this contract shall not discriminate against any employee or applicant for employment because of race, creed, color or national origin. Contractor shall include in all subcontracts a provision imposing a like obligation on subcontractors.

15.

WALSH-HEALEY PUBLIC CONTRACTS ACT: If this contract is for the manufacture or furnishing materials, supplies, articles, or equipment in any amount which may excood $10,000, and otherwise is subject to Walsh-Healey Public Contracts Act, as anonded (Public Law 846, 74th Congress; 41 U.S.C. 35-45), there are hereby incorporated by reference representations and stipu lations as set forth in Regulations issued by Secretary of Labor pursuant to said Act, such representations and stipulations being subject to all applicable regulations, exceptions, variations, tolerances, determinations and exemptions of Secretary of Labor which are now or may hereafter be in effect. 16. EIGHT-HOUR LAW-CONVICT LABOR: If contract is for services, the following conditions apply: (a) No laborer or mechanic doing any part of the work contemplated by this contract, in the employ of contractor or any subcontractor contracting for any part of said work, shall be required or permitted to work more than eight houre in any one calendar day upon such work at the site thereof, except upon the condition that compensation is paid to such laborer er mechanic in accordance with the provisions of this article. The wages of every laborer or mechanic employed by 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 or 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 requirements of this article, a penalty of $5.00 shall be imposed upon contractor for each laborer or mechanic for every calendar day which such employee is required or permitted to labor more than eight hours upon said work without receiving compensation computed in accordance with this article, and all penalties thus imposed shall be withheld for the use and benefit of the Government; provided, that this stipulation shall be subject in all respect to the exceptions and provisions of the United States Code Title 40, Section 321, 324, 325, 325(a) and 328, relating to hours of labor and compensation for overtime.

(b) In the performance of this contract, contractor shall not employ any person undergoing sentence of imprisonment at hard labor.

17. OFFERS OF FORMER GOVERNMENT PROPERTY: The Government desires to know if it is buying former Government surplus property. Therefore, contractor warrants, to the best of his knowledge, information and belief, that, except as otherwise expressly stated in the offer, none of the items or their components covered by the offer have been or will be acquired either directly or indirectly from any activity or agoncy of the United States Government or from any Government-owned corporation. Breach of this warrenty shall give the Government the right to terminate the right of the contractor to procech with any or all further deliverios under the contract,

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