GENTLEMEN:

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP61-00763A000100030141-5
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 8
• Document Creation Date: December 22, 2016
• Document Release Date: February 14, 2012
• Sequence Number: 141
• Publication Date: February 5, 1959
• Content Type: LETTER

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DPD-065-59
Copy__~._of 5
Letter Contract No. BB-350
FEB 5 1959
lTTEK Corporation
700 Commonwealth Avenue
Boston 15 Massachusetts
An order is hereby placed with the Contractor for the furnishing
to the Government of the supplies or services set forth in Exhibit "A"
attached hereto and hereby made a part hereof.
Except as otherwise expressly provided to the contrary herein, the
Contractor is directed, upon its acceptance of this order, to proceed
immediately to procure the necessary materials, and to eaamaence the
manufacture of the supplies or performance of the services called for
herein, and to pursue such work with all diligence to the end that the
supplies may be delivered or services performed at the earliest
practicable date.
3. Contract Clauses Incorporated by Reference:
(a) The provisions of the contract clauses set forth in the follow-
ing paragraphs of the Armed Services Procurement Regulation in effect on
the date hereof, and the additional clauses which are made a part of this
letter contract in Exhibit "A", are hereby incorporated into this letter
contract by reference, with the same force and effect as though herein
set forth in full:
7-103.1 (Definitions); 7-203.2 (Changes); 7-203.5
(Inspection of Supplies and Correction of Defects);
7-103.8 Assignment of Claims); 7-203.7 (Records);
7-203.8 (Subcontracts); 7-104.14 (Utilization of
8ma11 Business Concerns); 7-103.12 (Disputes);
7-103.14 (Buy American Act); 12-203 (Convict Labor);
12-303.1 (Eight-Hour Law of 1912); 12-604 (Walsh-
Healey Public Contracts Act); 12-802 (Nondiscrimination
in Employment); 7-103.19 (Officials Not To Benefit);
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7-103.20 (Covenant Ainst Contingent Fees); 13-503
(Government Property); 7-203.22 (Insurance Liability
to Third Persons); 7-10+.12 as modified by 7-204.12
(Military security Requirements); 7-104.16 (Gratuities);
7-101+.18 (Priorities, Allocations and Allotments);
9-101+ (Notice and Assistance Regarding Patent infringe-
ment); 9-106 (Filing of Patent Applications); 9-110
(Reporting of Royalties); 9-102.1 (Authorization and
Consent); 9-107.1 (Patent Rir?its); 9-202 (copyri ht);
and 9-112(Reproduction and Use of Technical Data)
(b) Reference in any of the clauses enumerated above to contract costs
or adjustments in fixed fee, if any, and delivery schedules to the extent such
are not specifically included in this Letter Contract, sba11 be inapplicable,
except that any adjustments in amounts finally payable to the Contractor, or
in time of performance required by such clauses, shall be made either at the
time of settlement of Contractor's termination claims or shall be taken into
account at the time of execution of the definitive contract contemplated
herein.
1. Provision for Definitizing Contract:
By the Contractor's acceptance hereof, it undertakes, without delays
to enter into negotiations with the Government looking to the execution
of a definitive contract which will include the clauses enumerated above
and all other applicable clauses then required by Federal law, Executive
order, and applicable procurement regulations to be included in contracts
for supplies or services of the kind herein described. The definitive
contract will also contain a detailed delivery schedule, estimated cost,
fixed fee, if any, terms and conditions as agreed to by the parties which
may or my not be at variance with the provisions of this order. It is
expected that such definitive contract will be executed prior to 15
March 1959 and will be a cost-reimbursement-type contract.
5. Authority to Obligate Funds.
The maxima amount for which the Government shall be liable if this
contract is terminated is $11.0,000.00 and any -JO expenditure or obligation by the Contractor in excess o that amount, in
furtherance of performance hereunder, shall be at the Contractor's own risk.
6. Termination
(a) in ease,:a definitive contract is not executed by the date specified
in the clause hereof entitled "Provision for Definitizing Contract," because
of the inability of the parties to agree upon a definitive contract, this
order may be terminated in its entirety by either party by delivering to the
other party a notice in writing specifying the effective date of termination,
which date shall not be earlier than thirty (30) days after receipt of such
notice.
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(b) The performance of work under this order may be terminated by
the Government, in accordance with this clause, in whole, or from time to
time in part, whenever the Contracting Officer ahal.l determine that such
termination is in the best interests of the Government. Any such termination
shall be effected by delivery to the Contractor of a Notice of Termination
specifying the extent to which performance of work under this order is
terminated, and the date upon which such termination becomes effective.
(c) After receipt of Notice of Termination, and except as otherwise
directed by the Contracting Officer, the Contractor shall (1) stop work
under this order on the date and to the extent specified in the Notice of
Termination; (2) place no further orders or subcontracts for materials,
services, or facilities except as may be necessary for completion of such
portion of the work under this order as is not terminated; (3) terminate
all orders and subcontracts to the extent that theyrelate to the per-
formance of work terminated by the Notice of Termination; (4) assign to
the Government, in the manner, at the times, and to the extent directed
by the Contracting Officer, all of the right, title, and interest of the
Contractor under the orders or subcontracts so terminated; (5) settle all
outstanding liabilities and all claims arising out of such termination of
orders and subcontracts with the approval or ratification of the Contract-
ing Officer to the extent he may require, which approval or ratification
shall be final for all purposes of this clause; (transfer title to and
deliver to the Government, in the manner, at the times and to the extent,
if any, directed by the Contracting Officer, (i) the fabrication or un-
fabricated parts, work in process, completed work, supplies, and other
material produced as a part of, or acquired in respect of the performance
of, the work terminated by the Notice of Termination, (ii) the completed
or partially completed plans, drawings, information, and other property
which, if this order had been completed, would be required to be furnished
to the Government; (7) use its best efforts to sell in the manner, at the
times, to the extent, and at the price or prices directed or authorized by
the Contracting Officer, any property of the types referred to in provisions
(6) of this paragraph: PROVIDED, HOWEVER, That the Contractor (i) shall not
be required to extend credit to any purchaser, and (ii) may acquire any
such property under the conditions prescribed by and at a price or prices
approved by the Contracting Officer: AND PROVIDED FURTHER, That the proceeds
of any such transfer or disposition shall be applied in reduction of any
payments to be made by the Goverment to the Contractor under this order or
shall otherwise be credited to the price or cost of work covered by this
order or paid in such other manner as the Contracting Officer may direct;
(8) complete performance of such part of the work as shall not have been
terminated by the Notice of Termination; and (9) take such action as may
be necessary or as the Contracting Officer may direct, for the protection
and preservation of the property related to this order which is in the
possession of the Contractor and in which the Government has or may
acquire an interest. At any time after expiration of the plant clearance
period, as defined in Section VIII, Armed Services Procurement Regulation,
or as it may be amended from time to time, the Contractor may submit to
the Contracting Officer a list, certified as to quantity and quality, of
any or all items of termination inventory not previously disposed of,
exclusive of items the disposition of which has been directed or authorized
by the Contracting Officer, and may request the Government to remove such
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items or enter into a storage agreement covering them. Not later than
fifteen (15) days thereafter, the Government will accept title to such
items and remove them or enter into a storage agreement covering the
same: PROVIDED, That the list submitted shall be subject to verification
by the Contracting Officer upon removal of the items, and if the items
are stored, within forty-five (45) days from the date of submission of
the list, and any necessary adjustments to correct the list as submitted
shall be made prior to final settlement.
(d) After receipt of a Notice of Termination, the Contractor shall
submit to the Contracting Officer its termination claim in the form and
with the certification prescribed by the Contracting Officer. Such
claim shall be submitted promptly, but in no event later than 2 years
from the effective date of termination, unless one or more extensions
in writing are granted by the Contracting Officer upon request of the
Contractor made in writing within such 2-year period or authorized
extension thereof. Howeler, if the Contracting Officer determines that
the facts justify such action, he may receive and act upon any such
termination claim at any time after such 2-year period or any extension
thereof. Upon failure of the Contractor to submit a termination claim
within the time allowed, the Contracting Officer may determine, on the
basis of information available to him, the amount, if any, due the
Contractor by reason of the termination, and shall thereupon pay to the
Contractor the amount so determined.
(e) Subject to the provision of paragraph (d) hereof, the contractor
and the Contracting Officer may agree upon the whole or any part of the
amount or amounts to be paid to the Contractor by reason of the total or
partial termination of work pursuant to this clause. In the event of any
termination pursuant to paragraph (a) hereof, such amount or amounts shall
not include any allowance for profit or fee. In the event of any
termination pursuant to paragraph (b) hereof, such amount or amounts may
include a reasonable allowance for profit or fee, but only on work actually
done in connection with the terminated portion of this order. Any such
amount shall not exceed the amount met forth in the clause hereof entitled
"Authority to Obligate Funds, and Subcontracts." Any such agreement shall
be embodied in an amendment to this order and the Contractor shall be paid
the agreed amount.
(f) If the Contractor and the Contracting Officer are not able to
agree in whole or in part, as provided in paragraph (e) hereof, as to the
amount or amounts to be paid to the Contractor in connection with the
termination of work pursuant to this clause, the Government, without dup-
lication of any amounts agreed upon in accordance with the above-cited
paragraph (e), shall pay to the Contractor an amount determined in accord-
ance with the applicable cost principles of the Armed Services Procurement
Regulation. In the event of the termination of this order pursuant to
paragraph (a) hereof, no allowance for fee or profit shall be included in
the amount to be paid the Contractor.
(g) The Contractor shall have the right of appeal, under the clause
entitled "Disputes" incorporated in this order by reference, from any
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determination made by the Contracting Officer under paragraph (d) or (f)
above (including any dispute as to whether termination has in fact taken
place pursuant to per. (a) hereof), except that if the Contractor has
failed to submit a claim within the time provided in paragraph (d) hereof
and has failed to request extension of such time, the Contractor shall
have no right of appeal. If any case where the Contracting Officer has
made a determination of the amount due under paragraph (d) or (f) above,
the Goverment shall pay to the Contractor the following: (i) if there
is no right of appeal hereunder or if no timely appeal has been taken,
the amount so determined by the Contracting Officer, or (ii) if an appeal
has been taken, the amount finally determined on such appeal.
(h) In arriving at the amount due to the Contractor under this clause,
there shall be deducted (1) all unliquidated advance or other unliquidated
payments theretofore made to the Contractor, (2) any claim which the Govern-
ment may have against the Contractor in connection with this contract, and
(3) the agreed price for, or the proceeds of sale of, any materials, supplies
or other things acquired by the Contractor or sold pursuant to the provisions
of this clause and not otherwise recovered by or credited to the Government.
(i) The Government may from time to time, under such terms and
conditions as it may prescribe, make partial payments and payments on account
against costs incurred by the Contractor in connection with the terminated
portion of the contract whenever in the opinion of the Contracting Officer
the aggregate of such payments shall be within the amount to which the
Contractor will be'entitled hereunder. If the total of such payments is
in excess of the amount finally agreed or determined to be due under this
clause, such excess shall be payable by the Contractor to the Government
upon demand together with interest computed at the rate of 6 percent per
annum, for the period from the date such excess payment is reoeived by
the Contractor to the date on which such excess is repaid to the Govern-
ment; PROVIDE, HOWEVER, That no interest shall be charged with respect to
any such excess payment attributable to a reduction in the Contractor's
claim by reason of retention or other disposition of termination inventory
until 10 days after the date of such retention or disposition.
(j) Unless otherwise provided in this contract or by applicable
statute, the Contractor, from the effective date of termination and for
a period of 6 years after final settlement under this order, shall
preserve and make available to the Government, at all reasonable times
at the office of the Contractor without direct charge to the Government,
all books, records, documents, and other evidence bearing on the cost
and expenses under this order and relating to this work terminated, or,
to the extent approved by the Contracting Officer, photographs,
microphotographs, or other authentic reproductions thereof.
7. Provisions for Execution.
The Contractor's acceptance of this order will be indicated by
affixing its signature to the original and two copies thereof and returning
the original and one executed copies to the Contracting Officer. The
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ruining copy shall be retained for your files. Such acceptance will
constitute this order a contract on the terms set forth herein.
THE ITED STATES OF AMERICA
ACCEPTED r -, - , 1958
Contracting Offieeir
7T 7-9 /< C' c tZ /~ (Affix Corporate Seal)
Contractor
TITLE tee,-.o. 9/-
Distr.
Orig. - BB-350
2. - Contractor
3. - Finance
fit-. TSS
Chrono
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