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Construction Contract pertaining to its design, construction, use, maintenance and operation of the Generating Plant. 9. Prohibition Against Assignment
(a) The Supply System, its successors and assigns shall have no right, authority, or power without the written consent of the Commission: (1) to transfer this Lease, any interest herein, or any right hereunder, by way of assignment, sublease, or permission to any other person to occupy space in or make any continuing use of any part of the premises, or (2) to do or permit any act, by way of pledge, hypothecation or sufferance of lien, voluntarily or by operation of law, which would in any way encumber any title or interest of the Government in and to said premises or any part thereof.
(b) In the event the Supply System sublets, assigns, or takes or permits any action referred to in paragraph (a) above, with respect to any part of the premises whether with or without the Commission's written consent, the Supply System shall remain responsible to the Commission for such part of the premises, the use thereof, and all other obligations hereunder, as if such subletting or other action had not been taken or permitted, unless specifically relieved of such responsibility in writing by the Commission. 10. Definitions
As used in this contract:
(a) The term "Contracting Officer" means the person executing this contract on behalf of the Government and includes his successors or any duly authorized representative of any such person.
(b) The term “Commission' means the United States Atomic Energy Commission or any duly authorized representative or successor thereof, including the Contracting Officer except for the purpose of deciding an appeal under the article entitled “Disputes”. 11. 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 Supply System. The decision of the Contracting Officer shall be final and conclusive unless within 30 days from the date of receipt of such copy, the Supply System mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Commission. The decision of the Commission or its 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 article, the Supply System shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contracting Officer's decision shall be controlling.
(b) This “Disputes" article does not preclude consideration of law questions in connection with decisions 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. 12. Nondiscrimination in Employment
In connection with its activities under this contract, the Supply System agrees as follows:
(a) The Supply System will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The Supply System will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Supply System agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of this Nondiscrimination article.
(b) The Supply System will, in all solicitations or advertisements for employees placed by or on behalf of the Supply System, state that all qualified applicants will receive consideration for employment without regard to race, creed, color or national origin.
(c) The Supply System will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the Contracting Officer advising the said labor union or workers' representative of the Supply System's commitments under this Nondiscrimination clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(d) The Supply System will comply with all provisions of Executive Order No. 10925 of March 6, 1961, and of the rules, regulations, and relevant orders of the President's Committee on Equal Employment Opportunity created thereby.
(e) The Supply System will furnish all information and reports required by Executive Order No. 10925 of March 6, 1961, and by the rules, regulations, and orders of the said Committee, or pursuant thereto, and will permit access to its books, records, and accounts by the Commission and the Committee for purposes of investigation to ascertain compliance with such rules, regulations and orders.
(f) In the event of the Supply System's noncompliance with the Nondiscrimination article of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled in whole or in part and the Supply System may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order No. 10925 of March 6, 1961, and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order or by rule, regulations, or order of the President's Committee on Equal Employment Opportunity, or as otherwise provided by law.
(g) The Supply System will include the provisions of the foregoing paragraphs (a) through (f) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the President's
Committee on Equal Employment Opportunity issued prusuant to section 303 of Executive Order No. 10925 of March 6, 1961, so that such provisions will be binding upon each subcontractor or vendor. The Supply System will take such action with respect to any subcontract or purchase order as the Commission may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event the Supply System becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Supply System may request the United States to enter into such litigation to protect the interests of the United States. 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 this contract if made with a corporation for its general benefit. 14. Covenant Against Contingent Fees
The Supply System 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 Supply System for the purpose of securing business. 15. Convict Labor
In connection with the performance of work under this contract, the Supply System agrees not to employ any person undergoing sentence of imprisonment at hard labor. 16. Examination of Records
(a) The Supply System agrees that the Commission and the Comptroller General of the United States or any of their duly authorized representatives shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Supply System involving transactions related to this contract until the expiration of three years after final payment under this contract unless the Commission authorizes their prior disposition.
(b) The Supply System further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of its duly authorized representatives shall, until the expiration of three years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor, involving transactions related to the subcontract. The term "subcontract” as used in this clause excludes (i) purchase orders not exceeding $2,500 and (ii) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.
(c) Nothing in this contract shall be deemed to preclude an audit by the General Accounting Office of any transactions under this contract.
The Commission, or any person authorized by it, shall at all reasonable times have access to the premises for the purpose of inspecting the premises and of determining if the Supply System is complying with the obligations imposed by this Lease. The rights hereunder shall be in addition to any rights the Commission may have under any licensing arrangement required by law. 18. Taxes and Assessments: Payments in Lieu Thereof
The Supply System shall have the duty to pay and shall save and hold harmless the Commission from the payment of all legally imposed taxes, assessments for local improvements and similar charges which may be levied by any duly constituted authority of the State, County, or other political subdivision of the State upon the leasehold estate herein created, the leased land and all buildings or other improvements now or hereafter upon the leased land. In the event that, under any statute now or hereafter enacted, the Commission shall make payments in lieu of taxes or assessments to any such authority on account of such property, Supply System shall pay to the Commission the amount of such payments, and such amount shall become due and payable as additional rent hereunder. 19. Commission's Rights and Remedies: No Waiver Implied
All rights and remedies of the Commission under this Lease shall be cumulative and none shall exclude any other allowed the Commission by law, and the use of or resort to any one or more shall not exclude or be deemed a waiver of any other or others; nor shall any express or implied waiver of a breach of any term, covenant or condition of this Lease constitute or be construed as a waiver of any other breach of the same or any other term, covenant or condition. 20. Protection Against Claims and Losses
The Commission, contractors of the Commission, and the officers, employees or representatives of any of them shall not be liable for and the Supply System shall indemnify and save them and each of them free and harmless from any and all liability, loss, damage, or costs (including attorney's fees incurred in the defense of any suit, action or other legal proceedings brought against any of them by third parties) for injury to or death of persons or injury to or destruction of property occurring on or about the premises and caused by or arising out of: (a) the conduct of the business or use of the premises, or any operations which are necessary or incidental thereto, (b) the erection or removal of any equipment, building or part thereof or the making of any repairs, replacements, alterations, additions and/or improvements to the premises, or (c) any default or negligence in the performance of any covenant or obligation of the Supply System hereunder. Provided, that the foregoing shall not apply to any injury, destruction or death as may be caused by the negligence or default of the Commission, contractors of the Commission, and the officers, employees or representatives of any of them.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the -- day of
UNITED STATES ATOMIC ENERGY COMMISSION,
WASHINGTON PUBLIC POWER SUPPLY SYSTEM,
(For lessor) STATE OF WASHINGTON, County of Benton, ss: On this day of
1962, before me personally appeared
to me known to be an authorized representative of the United States Atomic Energy Commission, an instrumentality of the United States, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Commission, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.
In Witness Whereof, I have hereunto set my hand and affixed my official seal the say and year first above written. Notary Public in and for the State of Washington, residing at
(For lessee) STATE OF WASHINGTON, County of Benton, ss: On this day of
1962, before me personally appeared to me known to be
of Washington Public Power Supply System, a municipal corporation of the State of Washington, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said municipal corporation.
In Witness Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Washington, residing at