GENTLEMEN:

• Document Type: CREST
• Collection: NGA Records (Formerly NIMA)
• Document Number (FOIA) /ESDN (CREST): CIA-RDP78B04747A002700020013-7
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 8
• Document Creation Date: December 28, 2016
• Document Release Date: June 26, 2002
• Sequence Number: 13
• Publication Date: June 27, 1963
• Content Type: LETTER

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Gentleman:
2 JUN 1963
Declass Review by NIMA / DoD
10 Introductory Paragraph.
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. Direction To Proceed?
Except as otherwise expressly proved 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 calledfor .
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 Raforence0
(a) The provisions of the contract clauses set forth in the -
following 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:
7-10301 (Definitions); 7-20302 (Changes); 1.7203.5 (Inspection);
7-10308 (Assignment of Claims); 77103,13 (Renegotiation); 7-.203.7
(Records); 7-20308 (Subcontracts); 7-104.14 (Utilization of Small
Business Concerns); 7-103012 (Disputes); 6-104.5 (Buy AmeenLean Act)e
12-203 (Convict Labor); 12-30301 (Eight-Hour Law of 1912 - Overtime -,
Compensation); 12-604 (Walsh-Healey Public Contracts Act); 12-802
Nondiscrimination in Employment); 7-103019 (Officials Noe to Benefit);
7-103420 (Covenant Against Contingent Fees); 13-503 (Government
Property); 7-203422 (Insurance - Liability to Third Persons); 7-104012
as reedified by 7-204412 (Military Securit7 Requirements); 7-104016
Gratu1ties); 7-104;18 (Priorities, Allocanions and Allotments); 9-104
Notie and Assistanee Regarding Patent Infringement); 9-106 (Filing
'of Patent Applications); 9-10202 (Authoeation and Consent - R&D);
9-10702 (Patent Rights); 9-20301g 9203.2.. 9--203.3 and 9-20304 (Data);
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6-403 (Soviet Controlled Areas); 7-104.4 (Notice to the Govern-
ment of Labor Disputes) 7-104.20 (Utilization of Concerns in
Labor Surplus Areas); and 8-703 (E000nooble Delayo); 7-104.22
Defense Subcontracting Small Bnoin000 Program); 12-10203(e) (Pa
ment for Overtime and Shift Promium.o).
(b) Reference in any of the cl?mses enumerated above to contract
costs or adjustments in fixed fee, if aloi, 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 tino of performance required by such clauses, shall
be made either at the timo of settlement of Contractor's termination claims
or shall be taken into acconnt 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 enumerated above and
such other clauses as may be mutually agrooable. The definitive contract
will also contain a detailed delivery schedule, estimated cost, fixed feel
if any, 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 15 August 1963
and will be a cost-reimbursement-typo contract. (Rev. No. 10, 7/25/58).
5. Termination,
(a) In case a definitive contract is not executed by the date
specified in the clause hereof entitled nPrevision for Definititong Controot."
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. 139 10/22/58; Rev. No. 36, 9/20/60).
(b) The performance of work under the contract may be terminated
by the Governnent in accordance with this clause in whole, or from time to
tine 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 rake progress in the prosecution of
the work hereunder as endangers such performance), and shall fail to cure
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 oroson the
Contracting Officer shall determine that such termination i, in the boat
interest of the Government. Any such termination shall be oaected by
delivery to the Contractor of a Notice of Termination specifying 1 Uror
termination is for the default of the Contractor or for the conven ,nco of
the Government, the extent to edch performance of work under the contract
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is terminated, and the date upon ehich such termination becomes effective)
If, after notice of telmination of this contract for default under (1)
above, it is determined that the Contractercs failure to perform or to
make progress in perforeence is due to ceuees beyond the contra 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 Terhination 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 accordinelyo
(e) After receint of a Notice er 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 materiele,
services, or facilities except as may be necessary for completion of sr.h
portion of the work under this order as is not terminated; (3) terinate
all orders and subcontracts to the extent that they relate to the perform-
ance of work terminated by the Notice of Termination; (4) aecien to the
Government, in the manner, at the tines, 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 ternineted; (5) settle all outstanding
liabilities and all claims arising out of such terAination of orders and
subcontracts with the approval or ratification of the Contracting OiTicer
to the extent he may require, which approval or ratification shall be fie?1
for all purposes of this clause; (6) tranefor title to and deliver to the
Government, in the manner, at the times end to the extent, if any, direeeed
by the Contracting Officer, (1) the fabricated or unfabricated parts, work
in process, comnieted work, supplles, and other material produced as a cart
of, or acquired in respect of the nerforhance of, the work terminated by
the Notice of Termination, (ii) the connleted or partially conpleted plans,
drawings, information, and other property which, if this order had been
completed, would be required to be furnished to the Governnent; (7) use its
best efforts to sell in the manner, at the tines, to the extent, and at
%low the price or prices directed or authorizced by the Contracting Officer, any
prehrety of the typos referred to in provisions (6) of this paragraph:
heeeevey., That the Contractor (i) shall not be required to oxford
crt to any purchaser, and (ii) nay acquire any such property under the
conditions prescribed by and at a price or prices approved by the Contracting
Officer: Ard provided ferthhr, That the proceeds of any such transfer or
disposition shall be applied in reduction of any pants to be redo by the
Government to the Contractor under this order or shall otherwise he credited
to the price or cost of work covered by this order or paid in such other
menner as the Contracting Officer may direct; (8) =Inlet? perforrenee of
such part of the work as shall not have been terminated by the Notice of
Termination; and (9) take such action as nay 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 eosseseion of the Contrae?r
and in which the Government has or may acquire an interest At any Ume
after expiration of the plant clearance period, as defined in section VIII,
Armed Services Procurement Regulation, or as it may be amended from time
:.:LiZeo the Contractor may sublt to the iirn,racting Officer a /let,
e_.:Afied as to quantity and qu--._ty, of any or all items of tor: tion
_eventory not previously dispee_d of, exclusive of items the disheeition of
aich has been directed or authorized by the Contracting Officer, end may
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request the Govermont to remove such it .?r r enter into a storage
agreement covering thomo Not later than fiOtoon (i5) days thereafter,
the Government will aocopt title! to such itomc and remove them or
enter into a storage agroomont c000ring O7:b oamo: ProvSood, That the
list submitted' shall be subjoct to vorifioation by the Contracting
Officer upon romovel of the items, or if he items are stored, within
forty-five (45) days from the data of sobmission of the list, and any
necessary adjustmonta to correct the lisi.. as submitted shall be made
prior to final settlement.
(d) Aftor rocoipt of a Notice of Terminations the Contractor
shall submit to tho Cohtraotig Cificor ito termination claim in the fora
and withthe certification proscribod by the Contracting Officer. Such
claim shall be submitted promptly, but in no event later than 1 year from
the effective date of toymination, unless one or more extensions in
writing are granted by the Contracting Officer upon requOst of the Con-
tractor made in writing within such 1-year noriod or authorized extoosion
thereof* Nowevor, 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 1-year period or any extension thoroof.
Upon failure of the Contractor to submit a termination claim withtn the
time allo;ood, the Contracting Officer mrly, subject to any Sottl0000t
Review Board approvals required by Section. VIII of the Armod Services
Procurement Regulation in effect as of the date of execution of this
contract, dotormine, on the basis of inforation avs4Xablo to him, the
amount, if any ,.due the Contractor by reason of the terminations and
shall thereupon pay to the Contractor the amount so determined* (novo
No. /8, 3/27/59).
(o) Subject to the provision of paragraph (d) hereof, rnd sub-
ject to any Settlement Review Board approvals required by Section VIII
of the Armed Services Procurement Regulation in effect as of the dato
of cogocution of this contracts the Contractor and the Controoting Officer
may agree upon the wholeor any part of the orount or anoly:Lts 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 lour'su.ant to
paragraph (a) or (b)(1) hereof, such amount Qr amounts shall not includo
any allowance for profit or fee. In the event of any termination pur-
suant to paragraph (b)(2) horeof, 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* (Rev. No. 13.,
10/22/58)0 Any such amount shall not exceed the amount set forth in
the clause hereof entitled "Authority to Obligate Ftnds." Any such
agrooment shall be embodied in an amendment to this order and the
Contractor shall be paid tho agreed amount. (Rev. Noo 180 3/27/59)0 ?
(f) If the Contractor and' the Contracting Officer aro.:ot able
to agree in whole or in part, as pm dc; in paragraph (e) hereof, cc to
nbc=punt or amounts to be paid to the Contractor in connection olth the
toanation of won- pursuant to this clause Contracting Offiro
witlout &dplicatien of any amount. agreed upon fo7a accordance with the
abovo-citod paragr'aph (e), shall oubject to any Sottlement Revlon board
approvals requiredby Section VILTQeEtoArmed Services Procurement
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Regulation in effect as of the dr'./, of of this contract nn! to
the Contractor an anount detentin'a in n _ nee with the apnlicEpke
cost principles of '6:no Armed Snwiceo P.,-2unn,ent Regnlation0 L- the
event of the termination of this order pursuant to pnnhgrnnh (a) htneof
no allowance for fee or profit shhil be included in the anonl-nt to he
-nhic:1 the Contractor. (2ev. ro. 13, 3/27159).
(g) Tho Contractor shell have the right of nn-enl, un,hr
the clause entitled 'n".)ionutes" :hneennorated in this onnnr by refon-nce,
fr_
any determination inIde by the Contracti-no Officer ulder p-nn,nnph
(a) or (f) above (eluding any .:in,ntro no to nhether terminfttinc has in
fact taken aeon pursuant to Per. (n) hns on). except that if the
Contractor has failed to subnit a claim :hin the ti-:3 nnevided in
pnrannaph (d) hereof and has failed to recnnet extension of such time, the
Contractor shall have no such richt of apneni. If any case when the
Contracting Officer has nade a determination of the allount due under
paragraph (d) or (f) above, the Cove neat shall pay to the Contractor
the following: (i) if there is no nirrht of nopsal hereunder or if no
timely appeal has been taken the amount so determined by the Contnncting
Officer. or (ii) if an appeal has been taken, the amount finally enter-
mined on such appeal.
?
(h) in arriving at the amount due to the Contractor uner this
clause there shall be deducted (1) all idated 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 fore or the proceodn of sale of,
any materials supplies, or other things acouired by the Contractor or
sold pursuant to the provisions of this clauce and not otherwise recovered
by or credited to the Government.
(i) The Government may fro tine to time, under such terms and
eonditions as it Inv nn_n:cribo, mal:o par]sial payments and. nnn, on
account againnt costs incurred ty the Contractor in connection with the
torninated p:. ,n of the contract whonetnr in the opinion of the
Contracting x the aggregate ef such payments shall be within the
?an= to whena the Contractor will be entitled hereunder. If the total
of such pay-onts is in excess of the amount finally agreed or detennined
to be due under this clause, such excess shall bo oayablo by the Con-
tractor to the Government upon denand together with interest cornuted at
the rate of 6 percent per annum, for the noricd from the date such MX023
payment is received by the Contractor to the date on which such exc.' s is
repaid to the Government: Pro &d,,hp-ct-,re That no interest shall be
charged with rosnect to any such excess pnytIont attributable to a reduction
in the Contractorls claim by reason of rot tion or other disposition of
termination inventory until 10 days after the date of such -.....tantion or
disposition.
(j) Unless otherhriso provided in this contract or by applicable
statute the Contractor e frnn the effective date of termination and for
a noniod 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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aturiLl
the office of the Contractor without direct charge to the Goverment.,
,
all books, records, documents, and other evidence bearing on the cost
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. (A.CIV. No. 36, 1
9/20/60).
6 r. 2ority to
Obligats
The r!laxibrilin Zor the Covernm,n-it shall be liable if this
contract is torrainatcd
I
iture or obligation by thu Gontraotor in excesso tnat acu. ., In
furtherance of perforanco hereunder, shall be at the Contractor ,s cwn
risk.
70 Provisions for Execution.
The Contractorls acceptance of this order will be indicated by
affixing its signature to the original and twe copies thereof and
returning the original and one executed copy to the Contracting Officer.
The remaining copy shall be retained for your files. ST!,:..1 acco7ete3.eo
will constitute this order a contract on the terms set forth heroin. ?
TL3 "0T20 STATES OF III:ERICA
SIGNED
SI GNED
ACKNOALEDGED AND ACCEPTED
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IS DOCUMENT REQUIRES SPECIAL HANDLING
PFAW.EDURE
0()CHMENT CONTAINS INFORMATION REGARDING A HIGHI/ CLASSIFIED
Ty PF HMISS ION ql) TRANSFER CUSTODY, OR PERMIT ACCESS To
UMETJT MAJI31` K tit-iTAINED FROM THE ORIGINATOR. HAND CARRY
tiE APF,'_,i_EIJ TO ANY INTER-OFFICE OR INTRA-AGENCY
OF MIS DOCUMNT,
HLLE 'ILL:
DAIL TIME
SEEN BY
NAME AND OFFICE SYMBOL
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DATE
I
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Sr' g
.IiT "A"
The Contractor sh
deo gn and fabrication
Enlarger and Spatial r
25X1 Engineering Report
Contract
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proceed with the engineering,
B prototype coherent Light
er in accordance with Contractor's
dated 24 April 1963.
Total Estimated Price
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