WHEREAS, the Government and Pan American World Airways are parties of a contract entered into as of the 31st day of December 1953, as amended by Supplemental Agreements 1 through 9; and WHEREAS, the parties desire to amend said contract to increase the funds allotted to cover messing of Enlisted Personnel of the U.S. Armed Forces and to permit removal of funds incident to rental of an Electronic Data Processing Machine since slippage of the Impact Predictor Program removes the need for rental of such machines at this time; NOW, THEREFORE, the subject contract, as amended, is hereby further amended and upplemented as follows: FIRST: Part III a. CONSIDERATION AND PAYMENT of the SCHEDULE is amended as follows: By increasing the estimated costs set forth in sub-paragraph A (1) by the sum of THIRTY THOUSAND DOLLARS AND NO CENTS ($30,000.00), thereby making the total estimated costs for the contract THIRTY FOUR MILLION SIX HUNDRED NINETY TWO THOUSAND NINE HUNDRED EIGHTY DOLLARS AND FIFTY CENTS ($34,692,980.50). b. By increasing the amount allotted for the contract set forth in sub- EIGHTY DOLLARS AND FIFTY CENTS ($35,847,980.50). c. By adding the following sub-paragraph (3) under Paragraph B: "(3) Cost of rental of administrative or warehouse space to the extent that such rentals are expressly approved by the Contracting Officer." Page 1 of Supplemental Agreement No. 10 to Contract AF 18(600)-881 Nothing herein contained shall be deemed to require the Contractor to manufacture, furnish or deliver any articles or supplies or to perform any work as to which a Notice of Termination is in effect at the effective date of this Supplemental Agreement not to require the Government to accept any such articles, supplies or work and any such Notice of Termination shall be applicable to the extent stated therein to any articles, supplies or work called for by this Supplemental Agreement or other wise referred to in this Supplement al Agreement. Except as hereby modified, either expressly or by necessary implication, all the terms, covenants and conditions of the contract affected shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement as of the day and year first above written. NOTE: Contractor, if a corporation, should cause the following certificate to be executed under its corporate seal, provided that the same officer shall not execute both the contract and the certificate. said Supplemental Agreement was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. (SIGNATURE) (CORPORATE SEAL) Page 2 of Supplemental Agreement No. 10 to Contract AF 18(600)-881 Contract For: Place: Amendment of subject contract to provide for Contractor Air Force Missile Test Center, Patrick Air Force Base, Florida Administrative Information: Finance Officer, Hq Air Force Missile Test Center, is designated as the officer to make payments, if any, in nccordance with this contract. The sums to be expended by the Government hereunder are chargeable to the following allotments, the available balances of which are sufficient to cover the same: DEBIT: 57X3600 647-6008 1690-07 8 08-606 $350,000.00 PR No. MTOR-56-1 The office having overall administrative responsibility for this contract is: Administrative Contracting Contractor's invoices or vendor's shipping documents used as invoices shall be made out to the Finance Officer designated to make payment hereunder, if any, and shall be sent by the Contractor to the Administrative Office for recording and forwarding to the Finance Officer for payment. Point of Inspection and Acceptance and F.O.B. Point:. Type Contract Contemplated: Supplemental Agreement No. 9 to CPFF Contract AF 18(600)-881 MTGR 56-1 Purchase Request No.: This instrument has been negotiated pursuant to Section 2(c)(1) of Public Law 418, 80th Congress. MCP 71-4, 1 Nov 54 1. Introductory Paragraph-An order is hereby placed with the Contractor for the furnishing to the Govern ment 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 ita 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. The applicable 3. Contract Clauses Incorporated by Reference.-provisions of the clauses set forth in the General Provisions of the Basic Contract No. AF 18(600)-881 are hereby incorporated into this Letter Contract by reference. 4. Provision for Definitising Contract-By the Contractor's acceptance hereof, it undertakes, without delay to enter into negotiations with the Department of the Air Force 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 may not be at variance with the provisions of this order. It is expected that such definitive contract will be executed prior to 28...February .1956 and will be a cost-reimbursement-type contract. 5. Authority to Obligate Funds.-The Contractor is not authorized to expend or obligate, in furtherance of its performance hereunder, more than $.... 350,000....................... in the aggregate. Letter Contract (CPFF) MCP 71-6A, 1 Nov 54 6. 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. (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, 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; (8) 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 all outstanding liabilities and 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 Government, in the manner, at the times and to the extent, if any, directed by the Contracting Officer, (1) the fabricated or unfabricated parts, work in process, completed work, supplies, and other materiel 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 provision (6) of this paragraph, provided, however, that the Contractor (1) 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 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 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 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, 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 two 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 two-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 two-year period or any extension therof. 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 set forth in the clause hereof entitled "Authority to Obligate Funds..." 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 duplication of any amounts agreed upon in accordance with the above-cited paragraph (e), shall 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. (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 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 |