AN ORDER IS HEREBY PLACED WITH THE CONTRACTOR FOR THE FURNISHING

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP67B00074R000600010029-0
• Release Decision: RIPPUB
• Original Classification: K
• Document Page Count: 6
• Document Creation Date: December 21, 2016
• Document Release Date: May 28, 2008
• Sequence Number: 29
• Publication Date: August 16, 1961
• Content Type: LETTER

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Copy 3 o?'?.
titer Contract No. B `wig 3
Co 'A orat? ' .
1. Introductory Paragraph.
An order is hereby placed with the Contractor for the furnishing
to the Governrient of the supplies or services set forth in aibit "A.
attached hereto and hereby made a part hereof.
Except as otherwise expressly provided to the contrary herein, the
Contractor its directed, ?upon its acceptance of this order, to proceed
iiwandiately to procure the necessary materials, and to commence the
manufacture of the isupplies or performance of the services called for
herein, and to p;urtsue such work with all diligence to the end that t
supplies may be delivered or services performed at the earliest psraccticable
date,
3? Contract Clauses Incorporated by Reference,
(a) The provintons of the contract clauses not forth in the
following paragraphs of the Armed Services Procurement Regulation in
effect on the date h reof, 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 ea force and effect
as though herein set forth in full:
7-103.1 (Def3.nitions); 7.203,2 (Changes); 7-203.5 (Inspection);
7-103.8 (Assignment of C1aiiers) i 7-103.13 (Rene goti?3tion); 7-203.7
(Records) l 7-203.6 ((Subcontracts); 7-104,1 (Utilization of 8sea
Business Conczer*ns); 7-103.12 (I)ispmates) i 6-104,5 (may Aawriean Act) s
32.203 (Convict Lbor)) i 12-303.1 (Eight-Hour? Law of 1912 - Overtlms
Compensation) i 12-604 (Walsh-Healey Public Contracts Act); 12-832
Nondiacri ation in Emplo nt)i 7.103.19 (0fficialn Not to nefit)
7-103.20 (Covenant Against Contingent Fees) ; 13.503 (Government
Property) j 7-203.22 (Insurance - Liability to Third Persons);
as modified by 7-204.lZ (Military Security Requirements); 7-104.16
Gratuities); 7-104,18 (Priorities, Allocations and AlAothents); 9.104
Notice and Assistance Regarding Patent Infrtngeme t) i 9-1D6 (Ft thg
of Patent Applications); 9.102.2 (Authorization a;s Con3ent - ) i
9>107.2 (Patent Rights) ; 9-203.19 9-203-29 9,793.3 and 9-203 & ( it ) !
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6-403 (Sovietntrolled Areas); 7-104.4 (Noti?to the Govern-
ment of Labor Disputes) ?-104.20 (Utilization of Concerns in
Labor Surplus Areas); and 8..708 (Excusable Delays); 7-104.22
Defense Subcontracting Small Business Program); 12.102.3(o) (Pay-
ment for Overtime and Shift Premiums)*
(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, shall
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.
4. Provision for Definitizing Contract.
By the Contractor's acceptance hereof, it undertakes, without delay,
to enter into negotiations with the Government looking to the execution of
a definitive contract which will include the clauses ermnerated above and
such other clauses as may be mutually agreeable. 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 nay or may
not be at variance with the provisions of this order. It is expected that
such definitive contract will be executed prior to 31 August 1962
And will be a cost-reimbursement-type contract. (Rev. No. 10. 7~~25 ~8
5. Termination.
(a) In case 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. (Rev. No. 13, 10/22/581 Rev. No. 36G 9,120/60).
(b) The performance of work under the contract may be terminated
by the Government in accordance with this clause in whole, or from time to
time in part, (1) whenever the Contractor shall default in performance of
this contract in accordance with its terms (including in the term "default"
any such failure by the Contractor to make progress in the prosecution of
the work hereunder as endangers such performance), and shall fail to cm*e
such default within a period of ten days (or such longer period as the
Contracting Officer may allow) after receipt from the Contracting Officer
of a notice specifying the default, or (2) whenever for any reason the
Contracting Officer shall determirc that such termination is in the beat
interest of the Government. Any such termination shall be effected by
delivery to the Contractor of a Notice of Termination specifying whether
termination is for the default of the Contractor or for the convenience of
the Government, the extent to which performance of work under the contrast
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is-4erminated, anddbe data upon which such termina4on becomes effective.
Ifs after notice o ermination of this contract for default under (1)
above, it is determined that the Contractor's failure to perform or to
make progress in performance is due to causes beyond the control and with-
out the fault or negligence of the Contractor pursuant to the provisions
of the referenced clause of this contract relating to excusable delays,
the Notice of Termination shall be deemed to have been issued under (2)
above, and the rights and obligations of the parties hereto shall in such
event be governed accordingly.
(e) After receipt of a Notice of Termination, and except as other-
wise 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) tar minite
all orders and subcontracts to the extent that they relate to the perform..
ance 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 Contracti 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
Goverment, in the manner, at the times and to the extent, if any, directed
by the Contracting Officers (i) the fabricated or unfabricated parts, work
in process, completed work, -ruppliess 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 plane,
drawings, information, and other property whichs, 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:
s , That the Contractor (t) shall not be required to extend
credit to any purchaser, and (U) may acquire any such property under the
conditions prescribed by and at a price or prices approved by the Contracting
Officer: W p? ovid d bpfthao That the proceeds of any such transfer or
disposition shall be applied in reduction of any payments to be made by the
Government 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 directs 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,
Awed Services Procurement Regulations 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 temiration
inventory not previously dip,posed of, exclusive of items the disposition of
which has been directed or authorized by the Contracting Officer, and may
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request the Govo to remove such items or enter9to a storage
agreement covering them. Not later than fifteen (15) dame thereaftea,
the Government will accept title to such items and remove them or
enter into a storage agreement covering the same: Provide
list submitted' shall be subject to verification by the Contracting
Officer upon removal of the itemss, or if the items are stns-t1, within
forty-five (45) days from the date of submission of the l9et, w-id any
necessary adjustments to correct the list as submitted sh Ol Im sado
prior to final settlement.
(d) After receipt of a Notice of Termination. thy' Contractor
shall submit to the Contracting Officer its termination oluta in th.- Cost
and with the certification prescribed by the Contracting t.t'Ticer. 3a th
claim shall be submitted promptly, but in no event later thin 1 year fe-vN
the effective date of termmination, unless one or more exteit.slo o in
writing are granted by the Contracting Officer upon request of than Con-
tractor made in writing within such .L-year period or authori.ed extension
thereof. Aowevor, If the Contracting Officer determines that. the facts
justify such action, he may roosive and act upon any such termination
claim at any time after such 1-year period or any extension thereof.
Upon failure of the Contractor to submit a termination claim within the
time allowed, the Contracting Offiaxsr may, subject to any Settlement
Review Board approvals required by Saction VIII of the Armed Services
Procurement Regulation in effect as of the date of execution of this
contract, determinev on the basis of information available to himg the
amount, if any, due the Contractor by reason of the termination, and
shall thereupon pay to the Contractor thn amount so determined* (Rev.
No. 18, 3/27/59).
(e) Subject to the provision of paragraph (d) hereof. and sub-
ject to any Settlement Revises Board approvals required by Section VIII
of the Armed Services Procurement Regulation in effect as of the date
of execution of this contract!, the Contractor and the Contracting Officer
may agree upon the whole or &:iy part of the amount or amounts to be paid
to the Contractor by reason (it the total or partial termination of work
pursuant to this clatuse. In tfam event of any termination pursuant to
paragraph (a) or (b)(l) hereof, such amount (w amounts shall not include
any allowance for profit or fives. In the event of any termination pur-
suant to paragraph (b) (2) herca if , such amount or amounts may include a
reasonable allowance for prof: f t or fee, but only on work actually done
in connection with the termminatr.*d portion of this order. (Rev. No. 13,
10/22/58). Any such amount shall not exceed the amount set forth in
the clause hereof entitled 1huthority to Obligate Ponds." Any such
agreement shall be embodied .Ln an amendment to this order and the
Contractor shall be paid tl,.i agreed amount. (Rev. No. 18, 3/27/59).
(f) If the Contractor and the Contracting Officer are not able
to agree in whole or in purl., as provided in paragraph (e) hereof, as to
the amount or amounts to bo paid to the Contractor in connection with the
termination of work pursuant to this clause, The Contracting Officer,
without duplication of any a,-ao'uste agreed upon In accordance with the
above-cited paragraph (e), stall subject to any Settlement Review Board
approvals required by Sect i .?m VIII of the Arwwd Services Procurement
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Regulation in ef#t as of the date of execution Wthis contract pay to
the Contractor 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. (Rev. No. 18, 3/27/39).
(g) The Contractor shall have the right of appeal, under
the clause entitled "Disputes" incorporated in this order by reference,
from any determination made by the Contracting Officer wider paragraph
(d) or (f) above (including any dispute as to whether termination has in
fact taken place pursuant to Par. (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 such right of appeal. If any case when the
Contracting Officer has made a determination of the amount due under
paragraph (d) or (f) above, the Government shall pay to the Contractor
the following: (1) 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 deter-
mined on such meal.
(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 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 tine a 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 Con-
tractor 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: ELWLedp how ve j_Zj, That no interest hall
be
charged with respect to any such excess payment attributable to a seduction
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.
(') Unless otherwise provided in this contract or by applicable
statute, the Contractor, from the effective date of termination and for
a period of 3 years after final settlement under this order, shall pre-
serve and make available to the Government, at all reasonable times at
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the office of the contractor without direct charge to the Governments
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,, (Rev. No. 36,
9/20/60).
6. Authority to Obligate Funds*
The maximum amount for wh t shall be liable if this
contract is terminated is , and any expend-
iture or obligation by the Contractor in excess of that amount, in
furtherance of performance hereunder, shall be at the Contractor's own
risk.
?. 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 copy to the Contracting Officer.
The remaining copy shall be retained for your files. Such acceptance
will constitute this order a contract on the terms set forth herein.
THE UNITED SPATES OF A ICA
TITLZ Gontra sting Officer
ACKNOOLEDGM AND A
Itek Corporation (Affix Corporate Seal)
rContractor
DATB 13 July 1962
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