LETTER TO EASTMAN KODAK COMPANY (SANITIZED)

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP65B00652R000100010095-9
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 11
• Document Creation Date: December 19, 2016
• Document Release Date: November 2, 2006
• Sequence Number: 95
• Publication Date: November 22, 1955
• Content Type: LETTER

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Letter Contract No. FP-1051+
Amendment No. 1
Eastman Kodak Company
Rochester, New York
Please refer to Letter Contract No. FP-1051+ between the United States
Government and Eastman Kodak Company, accepted by Eastman Kodak Company
on June 29, 1955?
Letter Contract No. FP-1054 is hereby amended, effective September 1,
1955, as follows:
1. In paragraph l of Letter Contract No, FP-1051+, delete
the date of "September 1, 1955" and substitute in lieu thereof
the date of "January 1, 1956."
All other terms and conditions of Letter Contract No. FP-1051+ remain
unchanged.
Please indicate your acceptance of this Amendment No. l by executing
the original and two copies of this amendment. Retain one copy for your
files and return the original and one copy to the undersigned.
By]
ACCEPTED November 22, , 19 55
EASMN KODAK COMPANY
Contractor
1Affix Corporate Seal
Title Vice President and Genrral Manager
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SAPC-1213
Copy 1
LETTER CONTRACT
between
THE UNITED STATES GOVERNMENT
CONTRACT FOR: Supplies
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LETTER CONTRACT
Contract No. FP-1054
Dear Sirs:
1. 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.
2. 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
commence 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. (a) The provisions of the contract clauses set forth in
the following paragraphs of the Armed Services Procurement Regula-
tion in effect on the date hereof and the additional clauses which are
made a part of this Letter Contract in Exhibit "A" are hereby incor-
porated into this Letter Contract by reference with the same force
and effect as though herein not forth in full:
7-103. 1
7-103.2
7-103.3
7-103.4
7-103.5
7-103.6
7-103.8
7-103.9
7-103. 10
7-103,12
7-103.14
7-103,16
7-103.17
7-103,18
(Definitions);
(Changes);
(Extras);
(Variation in Quantity);
(Inspection);
(Responsibility for Supplies);
(Assignment of Claims);
(Additional Bond Security);
(Federal, State and Local Taxes);
(Disputes);
(Buy American Act);
(Eight-Hour Law of 1912);
(Walsh-Healey Public Contracts Act);
(Nondiscrimination in Employment);
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7-103.19
7-103.20
7-104.4
7-104.12
7-104.14
7-104.15
7-104.16
7-104.17
9-102
9-i-e3 ua
9-104106
9-104 i os-1
9-202
13-502
(Officials Not To Benefit);
(Covenant Against Contingent Fees);
(Neutrality Act of 1939);
(Military Security Requirements);
(Utilization of Small-Business Concerns);
(Examination of Records);
(Gratuities);
(Convict Labor);
(Notice and Assistance);
(Reporting of Royalties);
(Filing of Patent Applications);
(Authorization and Consent);
(P&tent Rights);
(Copyright); and
(Government-Furnished Property).
(b) Reference in any of the clauses enumerated in (a)
above to contract prices or adjustments in contract prices and delivery
schedules to the extent such are not specifically included in this Letter
Contract, shalt be inapplicable, except that any adjustments in amounts
finally payable to the Contractor, or in time of performance required
by such clauses, shalt 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.
4. By the Contractor's acceptance hereof, it undertakes,
without delay, to enter into negotiations with the Contracting Officer
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 Regula-
tions to be included in contracts for supplies or services of the kind
herein described. - The definitive contract will also contain a detailed
delivery schedule and prices, terms and conditions as agreed to by
the parties which may or may not be at variance with the provisions
of this order. It is expected that such definitive contract will be
executed prior to September 1, 1955, and will be a fixed-price-type
"" - -
contract
5. The Contractor is not authorized to expend or obligate,
in furtherance of its performance hereunder, more than $410, 000 in
the aggregate. Pending the execution of a definitive contract,1each
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expenditure, order, subcontract, or commitment made by the
Contractor in furtherance of its performance hereunder, if for
an amount that shall exceed either 5 per centum of the amount
last above stated, or $25, 000, whichever is less, for tools, dies,
jigs, fixtures, materials, supplies, parts, equipment, engineering
assistance or reproduction or other license rights wilt be subject
to written approval by the Contracting Officer. No contract, regard-
less of the amount thereof, shalt be made by the Contractor with any
other party for furnishing any of the completed or substantially
completed articles, spare parts or work herein called for, without
the written approval of the Contracting Officer as to sources.
6, TERMINATION
(a) In case a definitive contract is not executed by
the date specified in the clause hereof providing for definitizing the
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 shalt not
be earlier than thirty (30) days after receipt of such notice.
(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 shall 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 a 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 they relate to the performance 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 alt outstanding liabilities and
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w
all claims arising out of such termination of orders and subcontracts
with the approval or ratification of the Contracting Officer to the extent
he may require, which approval or ratification shall be final for all
purposes of this clause; (6) transfer title to and deliver to the Govern-
ment, in the manner, at the times and to the extent, if any, directed
by the Contracting Officer, (i) the fabricated or unfabricated 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 prop-
erty 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 shalt be applied in reduction of
any payments to be made by the Government to the Contractor under
this order or shalt 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 shalt 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
rr 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 Con-
tracting Officer, and may request the Government to remove such
items or enter into a storage agreement covering them. Not later than
fifteen (15) days thereafter, the Government wilt 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 verifica-
tion by the Contracting Officer upon removal of the items, or if the
items are stored, within forty-five (45) days from the date of sub-
mission of the list, and any necessary adjustments to correct the list
as submitted shalt be made prior to final settlement.
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(d) After receipt of a Notice of Termination, the Con-
tractor shall submit to the Contracting Officer its termination claim
in the form and with the certification prescribed by the Contracting
Officer. Such claim shalt 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. However, 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 shalt 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 allow-
ance 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 set forth in the clause hereof entitled "Authority
to Obligate Funds, and Subcontracts. " Any such agreement shalt
be embodied in an amendment to this order and the Contractor shalt
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 duplication of any amounts agreed upon in
accordance with the above-cited paragraph (e), shalt pay to the Con-
tractor an amount determined in accordance 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 shalt have the right of appeal, under
the clause entitled "Disputes" incorporated in this order by reference,
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from any determination made by the Contracting Officer under para-
graph (d) or (f) above (including any dispute as to whether termination
has in fact taken place pursuant to paragraph (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 shalt have no such 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 Government shall pay to the Con-
tractor 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 Government may have against the Contractor in connec-
tion with this contract, and (3) the agreed price for, or the proceeds of
sale of, any materials, supplies, or other things acquired by the Con-
tractor or sold pursuant to the provisions of this clause and not other-
wise 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 connec-
tion with the terminated portion of the contract whenever in the opinion
of the Contracting Officer the aggregate of such payments shalt 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 shalt 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 received by the Contractor to the date on
which such excess is repaid to the Government: PROVIDED, HOWEVER,
That no interest shalt be charged with respect to any such excess pay-
ment 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, shalt
preserve and make available to the Government, at all reasonable times
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at the office of the Contractor without direct charge to the Government,
all books, records, documents, and other evidence bearing on the coat
and expenses under this order and relating to the work terminated, or,
to the extent approved by the Contracting Officer, photographs, micro-
photographs, or other authentic reproductions thereof.
7. The Contractor's acceptance of this order will be indicated
by affixing its signature to three copies thereof and returning the
executed copies to the Contracting Officer not later than June 30, 1955.
Such acceptance will constitute this order a contract on the terms set
forth herein.
THE UNITED STATES OF AMERICA
By
ACCEPTED 19Z--
C
Contracting fic r
EASTMAN KODAK COMPANY Affix Corporate Seal
By
Title
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Contract No. FP-1054
I The Contractor shalt furnish to the Government the following supplies:
Photographic film, including standard emulsions, special
emulsions, positive and duplicate negative stock, paper,
chemicals and related photographic supplies, as required
by the Government. (Delivery as required by the Government. )
The estimated cost of the above film is $250, 000 per one million
feet of film, including chemicals,
II Notwithstanding the provisions of the contract clauses not forth in this
Letter Contract or incorporated therein by reference, the Contractor
shalt not reveal (i) the specific nature or details of the work being
performed hereunder of (ii) any information whatsoever with respect
to the Department of the Government sponsoring this contract and the
work thereunder except as the Contractor is directed or permitted to
reveal such information by the Contracting Officer or by his duty
authorized representative for security matters, and notwithstanding
any clause or section of this contract to the contrary. The Contractor
shall not interpret any clause or section of this contract as requiring
or permitting divulgence of such information to any person, public or
private, or to any officer or department of the Government without the
express consent of the Contracting Officer or his duty authorized repre-
sentative for security matters.
III p e Contractor agrees to furnish to the Contracting Officer as soons-
NOW ractie n estimated cost breakdown for each of the ite e
furnished hereon uch cost breakdown to be in ent detail to
permit the negotiation of a tic contra ce in the definitive
contract to replace this letter con e Contractor agrees to
furnish pertinent backgro ormation in co * n with such
estimated cost brn figures, if required by the Con
.Officer, espect to direct costs, indirect costs, and profit inc
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*W %we
EXHIBIT "A" - Page 2 CONTRACT FP-1054
III. The Contractor agrees to furnish to the Contracting
Officer as soon as practicable its price for each of
the items to be furnished hereunder for the purpose
of negotiating a definitive contract.
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