1. INTRODUCTION

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP89B00487R000400770010-7
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 9
• Document Creation Date: December 22, 2016
• Document Release Date: June 19, 2012
• Sequence Number: 10
• Publication Date: October 14, 1959
• Content Type: LETTER

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Letter Contract No. SE-510
Granger Associates
966 Ccsstiereial street
Palo Alto, California
Gentlemen:
1. Introduction
OCT 14 1959
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 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 manu-
facture 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 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 Con-
tract by reference with the same force and effect as though
herein set forth in full:
7-103.1 (Definitions); 7-103.2 (Changes); 7-103.3 (Extras);
7-103.4 (Variation in Quantity); 7-103.5 (Inspection);
7-103.6 (Responsibility for Supplies); 7-103.8 (Assignment of
Claims); 7-103.9 (Additional Bond Security); 11-401 (Federal
State and Local Taxes); 7-103.12 (Disputes); 7-103.14 (Buy
American Act); 12-303.1 (Eight-Hour Law of 1912); 12-604
(Walsh-Healey Public Contracts Act); 12-804 (Nondiscrimination
in Employment); 7-103.19 (Officials Not to Benefit); 7-103.20
(Covenant Against Contingent Fees); 7-104.10 (Aircraft in the
Open); 7-104.12 (Military Security Requirements); 7-104.14
DOCUMENT NO.
NO CHANGE IN CLASS.
^ DECLASSIFIED
CLASS. CHANGED TO: TS S C o2A 1 A
F -ASPR 7-2504 (9/17/56) S-,
/- S F-S'/O
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(Utilization of Small Business Concerns); 7-104.15 (Examination
of Records); 7-104.16 (Gratuities); 12-203 (Convict Labor),
9-104 (Notice and Assistance regarding Patent Infringement);
9-110 (Reporting of Royalties); 9-106 (Filing of Patent Appli-
cations); 9-102.1 (Authorization and Consent); 9-107.1
? (Patent Rights); 9-202 (Copyright); 9-112 (Reproduction and
Use of Technical Data); and 13-502 (Government Furnished
Property).
(b) Reference in any of the clauses enumerated in (a) above
to contract prices or adjustments in contract prices and de-
livery schedules to the extent such are not specifically in-
cluded in this Letter Contract, shall be inapplicable, except
that any adjustments in amounts finally payable to the Con-
tractor, 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 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 con-
tract 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 31 Dege_--er_1_959 and will be
a fixed-price type contract with provision for redetermination of price
upward or downward.
5. Authority to Obligate Funds.
The maximum amount for which the Government shall be liable if this
contract is terminated is $ 10000 , and any expenditure or obliga-
tion by the Contractor in excess of that amount, in furtherance of per-
formance hereunder, shall be at the Contractor's own risk.
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ET
6 Termination
(a) In case a definitive contract is'Ot?xecuted by the date
specified in the clause hereof entitled "Provision for Definitizing Con-
tract, because of the inability of the parties to agree upon a defini-
tive 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.
(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 be-
comas effective.
(c) After receipt of 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) terminate
all orders and subcontracts to the extent that they relate 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; (6 transfer titl
e to and
deliver to the Goverment, in the manner, at the times and to the extent
if any, directed by the Contracting Officer, (i) the fabricated 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 pro-
visions (6) of this paragraph: PROVIDED, HOWEVER, That the Contractor
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SEP~7) 7-
C.
(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 FURTf ?,
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 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 dis-
posed of, exclusive of items the disposition of which has been directed
or authorized by the Contracting Officer, and may request the Goverment
to remove such 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 thew 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 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 ter ination, unless one or more extensions in
writing are granted by the Contracting Officer upon request of the Con-
tractor 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 hire, the amount, if any, due the Contractor by reason of the
termination, and shall thereupon pay to the Contractor the amount so deter-
mined.
(e) Subject to the provision of paragraph (d) hereof, the Con-
tractor 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
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total or partial .termination of was, ,tirs'ai t ::to this clause In the
event of any termination pursuant -to .rngraph (a) hereof, such amount
or amounts shall not include any aahow tee'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 set 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 determination made by the Contracting Officer under paragraph (d) or
(f) above (including any dis to 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 timze, the Contractor
sly `"rave no such right of appeal. If any case where the Contracting
Office' has made a determination of the amount due under paragraph (d)
or (f) above, the Government shall pay to the Contractor the following:
(i) it 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 un-
liquidated 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 time, under such terms and
conditions as it may prescribe, make partial payments and payments on
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account against costs incurred by the, Contractor iz onnection with the
terminated portion of the contract whenever in the opinion of the Con-
tracting 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
received by the Contractor to the date on which such excess is repaid to
the Government: PROVIDED, HOWEVER, That no interest shall be charged with
respect to any such excess payment attributable to a reduction in the Con-
tractor'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 settlesent under this order, shall preserve
and make available to the Government, at all reasonable tines at the office
of the Contractor without direct charge to the Governr.:ent, all books, records,
docuiaents, 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, microphotographs, or other authentic
reproductions thereof.
7. Subcontracts
(a) No contract shall be made by the Contractor with any other
party for furnishing any of the completed or substantially completed arti-
cles, spare parts or work, herein contracted for, without the written ap-
proval of the Contracting Officer as to sources.
(b) The Contractor shall give specific advance notification to
the Contracting Officer of any proposed subcontract hereunder which (1)
is on a cost-plus-a-fixed-fee basis, or (2) is on a fixed-price basis ex-
ceeding in dollar amount either $25,000 or five percent (5%) of the total
amount of this contract.
(c) The Contractor shall not, without the prior written consent
of the Contiraeting Officer, place any subcontract which (1) is on a cost
or `cost-plus-a-fixed-fee basis, or (2) is on a fixed-price basis exceeding
in dollar amount either $25,000 or five percent (5%) of the total amount
of this contract, or (3) provides for the fabrication, purchase, rental,
installation or other acquisition, of any item of industrial facilities, or
of special tooling having a value in excess of $1,000, or (4) is on a
tine-and-material or labor-hour basis. The Contracting Officer may, in
his discretion, ratify in writing any such subcontract; such action shall
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constitute the consent of the Contracting Officer as required by this
paragraph (c).
(d) The Contractor agrees that no subcontract placed under this
cot:t.ract shall provide for payment on a cost-plus-a-percentage-of-cost
b=z_'s.
(e) The Contracting officer may, in his discretion, specifically
approve in writing any of the provisions of a subcontract. However, such
approval or the consent of the Contracting Officer obtained as required
by this clause shall not be construed to constitute a determination of
the acceptability of the subcontract price, unless such approval specifi-
cally provides that it constitutes a determination of the acceptability of
the subcontract price.
(f) The Contracting Officer may approve all or any part of the
Contractor's purchasing system and from time to time rescind or reinstate
such approval. Such approval shall be deemed to fulfill the requirements
for obtaining the Contracting Officer's consent to subcontracts as pre-
scribed in paragraph (c) above.
8. Alterations:
The following alterations of this Letter Contract have been made
prior to the execution of this contract by parties hereto:
In reference ASPR clause 7-104.15 (Examination of Records)
delete "Comptroller General of the United States" and substitute
in lieu thereof "Contracting Officer under this Contract".
9. 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
tae original and one executed copies to the Contracting Officer. The re-
maining copy shall be retained for your files. Such acceptance will
constitute this order a contract on the terms set forth herein.
THE UNITED STATES OF AMERICA
ACCEPTED 10 November
GRANGER ASSOCIATES
BY
TITLE 'Vice President & Treasurer
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(Affix Corporate Seal)
25X1
2 A11
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S 1
Contract No. SE-510
E1MIBa "A"
A. Contractor shall furnish the necessary services facilities
and materials to accomplish the following Statement of Work:
Item 1 - Furnish five (5) each Production Models
of the Two Watt Traveling Wave Tube Repeater
Jammer, Model 504B, similar to those furnished
under Contract No. SE-509.
Item 2 - Furnish seven kits of spare parts,
each kit capable of providing spare parts
for one (1) Model 504B Repeater Jammer.
Item 3 - Furnish necessary test a uipment to
support Item 1, based upon three (3) at one
location and two (2) at another.
B. Delivery - The Government desires delivery of the work in
accordance with the following schedule:
Item 1 - lot unit on or before 15 December 1959
2nd unit on or before 15 January 1960
Balance of units within 60 days thereafter.
Item 2 - Spare Pests concurrent with delivery of Item 1.
Item 3 - Test Equipment concurrent with delivery of
Item 1.
C. Anticipatory Costs - All costs which have been incurred
by the Contractor on orafter 11-September 1959 in anticipation
of and prior to the signing of this contract, and which if
incurred after the signing of this contract would have been
Considered as items of allowable costs hereunder, will be
accepted by the Contracting Officer as costs under this contract.
D. Government Furnished Property - Contractor is authorized
to use in the performance of this contract such tooling and other
Government Furnished Property acquired under Contract No. SE-509.
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$? Svecisl Security Restrictions - The Contractor shall not
reveal i the specific nature or any details of the work
being performed hereunder or (ii) any information whatsoever with
respect to the department of the Government sponsoring this
contract and the work therunder except as the Contractor is
directed or permitted to reveal such information by the Contracting
officer or by his duly 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 duly authorized representative for security matters.
F. Waiver of Requirements of General Provisions - Notwithstanding
the requiremtents of any of the General Provisions of this contract
to the contrary, whensoever the Contractor, in performance of the
work under this contract, shall find that the requirements of any
of the clauses of the General Provisions are in conflict with
security instructions issued to the Contractor by the Contracting
Officer or by his duly authorized representative for security
matters, the Contractor shall call the attention of the Contracting
Officer to such conflict and the Contracting Officer or his duly
authorized representative for security matters shall (i) modify
or rescind such security requirements or (ii) the Contracting
Officer shall issue to the Contractor a waiver of coaTliance with
the requirements of the General Provisions conflicting with such
.security requirements. Any waiver of compliance with the General
Provisions of this contract issued by the Contracting Officer shall
be in writing, except that the approval by the Contracting Officer
of any subcontract issued hereunder by the Contractor shall be
deemed to constitute approval of waiver of any clauses of the
General Provisions in conflict with the stipulations of such
subcontract.
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