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I'" r, r- C) ~ oJv":" the ~llme a~ if the notice ot tl"rmlnatlon had heen Issued pur- swint to ~w'h (']all~e, If, in the toregolng circumstance:'!, this COlltrlwt 1I0f'~ not ('ontain H clal1se providing for terminlltion for (:nH\'enif'I]('p of the Go\'ernwt'llt, tbe contract shall be equitably adjusted to compensate for such termination nnd till-' l'Olltl'llet lIlodlfied nl'l'of(lingl~': failure to ogree to finy :mch ndjll~tlllellt ~hllll he II dl~pllte concerning n (IUI~StiOll of tact within thl-' ll1enllin~ of the clause of this contract entitled "])j:ipl1H'~," (fJ Th(' ri~ht~ and remedies of th{" Government provided III tlli~ dllll:-oP. ore in addition to any other rights and remedies pro\'idt'd h:o' law or under tbls contrect. (i, IIISI'UTEH (a I Ex('e}lt llS otherwl!'!e provided III this contract, any dis- )llIlt' ('olll'erl1lllg' n question of fnct arising under thi" contract whit-II is Imt t1i~posed of by ngreement shall be decidC'd by the COlltracting Oftlt'er, who shall reduce hi:'! decision to writing nud Illnil or otherwi!'!e furni8h II copy thereot to the Contrac- tor, The d('('i!{ioll of the Contracting Officer shall be nnal and cOlldu!-:i\"f' unlc!ol!ol, within 30 days trom tbe date or receipt or such copy, the Contractor maill'l or otherwJ8e turnishes to the Contracting Officer II written a)lpeal addressed to the hend of till' nJ.:'PIH,':O' in\'oIH'd, The dedsion of the head of the agency or his dul:r ll1ltltorizpd represelltntin' for the det~rmil1ation of :-OUdl fiJlIlt';lls shall he final and conclusive, This provision ~hllll nol. he Illended in HIlY suit involving a question of fact nrisill,l:C ulldf'r tlli~ ('ontrnct as Iimit.ing judicial review or any l'Il1('h c1~d8ioll tf, CRf;e8 where fraud lIy such official or his rep- res(:'Htlltive or hoard i:'l alleged: Provided, '.owever, that any l'lu('h dl'l'ision shall he final and conclu!'live unless the same is fraudulent or cnpriclous or arbitrary or so grossly erroneous as IIp('l'sl'Iarily to imply bad faith or Is not supported by 8ub4 stantinl evidenee. In connection with any appeal proceeding muleI' this (.'lnuse, the Contractor shall be afforded an oppor- tUllit.\' to h(' hE'ard and to offer e\'idellf~e ill support of his ap- penl. Pendin~ final declRion of a dl8pute hereunder, tbe Con- trn('tnr shall IlrOc4:'ed diligently with the performance of the contrlH"t IInd ill nceordllnce with th(~ Contracting Omcer's df'l'isinn, (b) This Disputes clause doe.s not preclude consideration of qUE'~tlom. of law in ('onnl"l~tion with decisiong provided for in IJRrD.l;'rllph (n) alw\'e, Nothing in this contract, bowever, shall he (.'ollstrlled as making final the decision of any admin- ifltrati\'e offieifil, reprel'lentat!\'e, or board on a question of law. 7. PAY MENTa To CONTRACTOR (n) Tht~ GO\'ernment will pay the contract price 8S herein- nfter provicll.'d. (b) Thp. Government. will make progress payments monthly as tilt' work IIrOl'eeds, or at more frequent intervnls as deter- millell by the Contracting Officer, on estimates approved by t_he C()lltrodil1~ Offi<:er, If requested by the Contracting Offi('cr, thl' Contrador shall furnish a breakdown of the total ('ontra{'t price showln~ the amount induded therein for each prindpal ('atf'~ory of the work, in such detail as requested, to prll\'hh' R bosi~ tor determining progress payments. In the prepllrlllioll (If estimates the Contracting 01l1cl"r. at bls dis- cretion, mlly authorize material dellvered on tbe site and pre- pllratory work done to be taken into consideration. Material dE'li\'ered to the Contractor at locatlonR other than the site mny al:'lo be token into com~ideration (1) It such con!'iideration il'l. !-;)Ie('iticall,\' fiuthoriz€'d b.v thp. contract and (2) if the Con- t,.ndor flJrnish('~ !'Il.ti!'lfactory e\'ldence tbat he has aCQUired title to sUl'h material and that it will be utilized on tbe work covered by this contract. (c) In making such progrE'ss payments, there shall be retalnE'd ]0 percent of the estimated amount until final com- ple-tion and oN'E'ptnnce- of the contract work. Howe\'er, It the Contrflcf1n~ Officer, at any time otter 50 percent of the work hlll-\ heen completed, flnd!-: that ~atlsfactory progres!; bt heillA' made, he mar nuthorize any flf the remaining prog- ress payments to he nlllde in full. Also, whenever the work Is substantially complE'te, tbe Contracting Officer, If he com~lder:<l the nmount retained to be In exces!'! ot the amount adequate for the protection of the Go\'ernment at his dIscretion, may release to the Contractor all or ~ portion of !'luch e:ol:ceRS amount. Furthermore, on comple-- tlon nnd acceptance of each !'If!parote building. public work, or other division of the contract, on which the price Is statt'd separately in the contract. payment may be mode therefor without rf'tention ot a percentage, (d) All material and work covered by progress payments made s.ltall tbereuIXln become tbe sole property ot the Gov- t'rnment, but thi~ provision shull not be coostrued 8S re- lie\'!n~ the Contrnrtor from the ,"ole responsibility for all. IllHterifll ami work upon which pn~yment8 ha\'e tJeen made or the restoration of OilY dama,ged work, or as waiving the right of the Go\'erllluent to require the fulfillment of all of the h'rlll~ of the contract. (e) Upon completion and acceptonce of all work, the nmount due the Contractor under tbis contract shall be paid upon the presentation of a properly executed voucher and after tIle Contractor sholl han furnished the Government witb a release, if required, of' all claims against tbe Govern. ment arising by virtue of this contract. other than claims in stlltt~d amounts as may be specifically excepted by the ContI'll('tor from the operation of the release. If tbe Con- tractor's claim to amounts payable under the contract has het'n a~slgnetl unde-r the Ass.ignment ot Claims Act of 1940. liS nmended (3] U.S.C, 203, 41 U.S.C. 15), a release may also be required uf the assignee, 8. ASSIUNMENT OF CLAIMS (a) Pursuant to tbe provislon~ ot the Assignment of Claims Ad of H140, 8.!'lsmended (31 V.S,C, 203, 41 V.S.C. 15). if thi:-: contrnct provides for payments llggregatlng $1.000 or more, claims for moneys due or to become due the Contractor from the Go\'ernment under tbIs contract may he- nS$lgned to a bank. trust company. or other flnanclng institution, including any Federal lending agency, llnd may thereafter be further assigned and reassigned to any such institution. Any SlH.'b afolslgnment or r4:'asslgnment shall cover nil amounts pa)'able under this contract nnd not al- ready paid, nnd shall not be made to more than one party, except that any such ftsslgnment or rea~signment may be made to one party as agent or trustee tor two or more parti{"s partil'ipntillg in such finnnclng, Unless otherwise provided In this contract, payments to nn aSl'Ilgnee of any 1II0neys due or to become due under this contract shall not, to the E'xtent provided in said Act, as amended. be ~lIbje('t to reduction or setoff. (The preceding sentence applies only if this contract Is made In time of war or IlntiOllfil em4:'rgen{'y a~ deftned in said Act: and is with the Departlnl"nt of Defense, the Gener81 Ser'\'lces Administra-. lion, the Atomic Energy Commission, the National Aero- nautic8 and Space Administration. the Federal Aviation A~ency. or any other department or ngency ot tbe United ~tatel'll1esignated by th{" Pre~ident pursuant to Clause 4 of tbe proviso of section] ot the Assignment of Claims Act of HMO, os amended by the Act of May Hi, 1951, 65 Stat, 41.) (b) In no e"ent f'lhall copies of this contract or of any pIllns, s))('e1ficlltions, or other gimilar documents relating to work under this contr8ct, if marked "Top Secret," "Secret," or "Confldenti81," be furnlflhed to any assignee of any claim nrislng under this contract or to any other person not en- titled tn recei,.e the same. Howe\'er, a copy of any part or nIL of thl!'! contract so marked may be furnished. or any In- fnrn18tioll contaIned therein may be disclosed, to sucb as- :-ignee upon the prior written authorization of tbe Contract- il1~Offil'er. n. MATERIAL ANn ,VORKMANRRIP (a) {Jnle"s otherwise r;peclftcally provided In this con- tract, nil equillment, ma.terlal. and artlcler; Incorporated In the work co\'ered by this contract are to be new Bnd of the mo~t sultllble grade for the purpose Intended. Unless otherwl:-e folpeclflcnlly provided In this contract, reference to any equipment. material. article, or plltented process, by tr8de name, make, or catalog number, shall he regarded as efltah1i~hinA' n standard of quollty and shall not be con. strued a:-- Iimitin2 competition, and the Contractor may, at hl~ option, u!:'e allY eCjulpment, material. article. or process whlcb, In the judj:::ment of the Contracting Omcer, Is equal to that nnmed. The Contractor Hbnll furnlRh to tbe Con- tr8('tin~ Officer for hifol appro\'al the name of the manufac- turer, the model number, and nther identifying data and informntion respecting the performance, capacity, nature, and rating of the machinery and mechanteal nnd otber equipment whl('h the Contractor contemplates Incorporating in the work. When required by this contract or when called for by the Contractin~ Offlcer, the Contractor +1hall turnlsh - the Contracting Officer for approval full Information con-. cernlng the material or article:'! which he contemplates In- corporating in the work. When so directed, samples shall ~ ~ .. ., 2