U.S. Army CECOM and HiEnergy Technologies, Inc. SBIR Phase II Research and Development Contract for Supersensor
Summary
This contract is between the U.S. Army CECOM Acquisition Center and HiEnergy Technologies, Inc. for the research and development of a Supersensor device under a Small Business Innovation Research (SBIR) Phase II program. The contract is for a firm-fixed price of $415,000, with a 12-month performance period. HiEnergy Technologies is required to deliver monthly progress reports and a final product, with payments tied to performance milestones. The contract outlines specific administrative, delivery, and payment procedures, and is governed by the terms incorporated in the agreement.
EX-10.38 9 v02560_ex10-38.txt
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 2 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION A - SUPPLEMENTAL INFORMATION This contract is a SBIR Phase II for the Research and Development of a Super Sensor to be developed by HiEnergy Technologies, Inc. 1. The performance of this contract is a Firm Fixed Price effort for $415,000.00. 2. Payments are based on performance and are outlined in Section B. 3. DD 250 Forms will function as the invoices to be submitted for payment. The specific instructions for processing the DD 250 are stated in Section H-3 in the clause 52.6115, Material Inspection and Receiving Reports (DD Form 250). *** END OF NARRATIVE A 001 *** CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 3 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 4 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 5 OF 21 PIIN/SIIN MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 6 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 7 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 8 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 9 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 10 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
1. The documents listed at Attachment 003 are directly cited within this solicitation/contract and are furnished at Section J. The equipment on contract will be produced in accordance with these documents. 2. The issue(s) (i.e., number, revision, title and issuance date) of the documents cited at Attachment 002 govern over any other issue of the same document(s) cited elsewhere within this solicitation/contract. However, when applicable, modifications/exceptions to these documents apply as specified in the provision entitled 'Modifications/Exceptions to Listed Specifications and Drawings' in Section C. When necessary, copies of cancelled or superseded specifications and/or standards applicable to this solicitation/contract are furnished at Section J (also see provision entitled 'Cancelled Specification Reinstated' in Section C). 3. When applicable, a list of the Contract Data Requirements Lists (CDRLs - DD Form 1423s) that apply to this contract is furnished at Exhibits A through D. The contractor will prepare and deliver the data and information in accordance with the requirements, quantities and schedules set forth by these CDRLs. The issue of the Data Item Description listed in the Acquisition Management Systems and Data Requirements Control List (AMSDL) (DOD 5010.12-L) dated 1 July 2002 applies unless stated explicitly elsewhere in this solicitation/contract. When necessary, copies of canceled or superseded Data Item Descriptions applicable to this solicitation/contract are furnished at Section J. 4. The offeror/contractor is responsible for reviewing the entire solicitation/contract to identify all directly cited and subsequent referenced documents. Unless stated explicitly elsewhere in this solicitation/contract, the issue of these documents is that which appears in the hard copy edition of the Department of Defense Index of Specification and Standards (DoDISS), dated 1 May 2002, and Supplement -6-. Immediately upon completion of this review, the offeror/contractor will notify the Procuring Contracting Officer (PCO) of any conflicts or misunderstandings between this provision and other contractual requirements. 5. All directly cited or referenced documents not furnished with this solicitation may be obtained as follows: a. Specifications, Standards and Data Item Descriptions listed in the DoDISS. Obtain these documents from: DODSSP Building 4/Section D 700 Robbins Avenue Philadelphia, PA 19111-5094 FAX: (215) 697-1462 Note that requests for specification MIL-E-1 must include reference to the tube type. b. Commercial Specifications, Standards, and Standards and Descriptions. When applicable, obtain these documents directly from the publisher. c. Standard Practice for Commercial Packaging (ASTM D 3951-95). When applicable, obtain this document from: American Society for Testing and Materials 1916 Race St. Philadelphia, PA 19103 NOTE: You may also obtain Specification and Standard Information via the Defense Standardization Program Office Webpage, http://www.dodssp.daps.mil. Free registration for a UserID and password are required prior to using ASSIST-Online. In most cases, you will be able to download cases from your standard browser. The ASSIST-Online Website is located at: http://assist.daps.mil 6. Notes for Solicitations Involving Government-Furnished Drawings. The drawings specified in this solicitation depict the physical and functional requirements for the complete item and parts thereof. They do not contain complete details of all intervening processes, from raw material to finished products, which are necessary to fabricate, control, test, adjust, assemble and inspect the equipment on order. a. Drawing Review and Certification. (1) The government has examined the Technical Data Package and believes that all drawings and related drawing lists needed to prepare a realistic bid/offer and construct the equipment are included therein. HI ENERGY TECHNOLOGIES, INC. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 11 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. (2) The bidder/offeror/contractor shall utilize the documents (35mm aperture card or digital computerized files) copies of the drawings supplied with this solicitation as a basis for preparing the bid/offer and constructing the equipment on order in the event of contract award. The bidder/offeror is responsible for assuring that these documents contain all drawings cited in Attachment -7-, excluding drawings for those items which will be government-furnished for incorporation into the equipment on order. Missing or illegible drawings must be reported to the PCO within 15 days after issuance of this solicitation. (3) Concurrent with the submission of the bid/offer, the bidder/offeror will certify that the document set of drawings in the bidder's/offeror's possession is complete and legible. If not submitted, the successful bidder/offeror will be required to furnish such certification prior to award. (4) Failure by the bidder/offeror to advise the government of any missing or illegible drawings, or to provide the certification described in paragraph 6.a.(3) above will not be considered an excusable cause for late deliveries or the submission of nonconforming supplies nor constitute grounds for a claim against the government subsequent to contract award. b. Disposition of Drawings and Specifications. (1) Nonclassified drawings and specifications furnished with this solicitation/contract are not to be returned to the government. They may be retained by the offeror for future reference or disposed of in any manner at the discretion of the offeror. (2) Disposition of classified documents furnished with this solicitation/contract shall be in accordance with Chapter 5, Section 7, of the National Industrial Security Program Operating Manual (NISPOM), January 1995, DoD 5220.22-M. 7. Discrepancies in Section B Item Descriptions. The bidder/offeror is responsible for notifying the PCO immediately in the event that: a. A line item in this solicitation does not identify the correct part number, drawing number, or specification, or b. The identification of such parts is inconsistent, or c. The line item refers to an obsolete part/model or a part/model which is no longer the latest baseline configuration for that time. In such situations, the bidder/offeror will submit correcting information to the PCO for evaluation and action. DEFINITION OF DAC/DAYS AFTER CONTRACT The abbreviation 'DAC' for days after contract as used on the Contract Data Requirements List, DD Form 1423, attached to this solicitation or contract, means days after (checked date applies): (N/A) effective date of contract. (X) date of contract award. (End of clause) CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 12 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION D - PACKAGING AND MARKING
Commercial packaging of drawings, test reports, software, and other data items shall be in accordance with ASTM D 3951-98. Hardware deliverables shall also be packaged in accordance with ASTM D 3951-98. All packages shall be marked in accordance with MIL-STD-129 (a waiver-free document). Bar Code Markings are required IAW ANSI/AIM-BC1, Uniform Symbology Specification Code 39 and MIL-STD-129. Intermediate packaging is required to facilitate handling and inventory control whenever the size of the unit package is 64 cubic inches or less. Unit packs requiring intermediate packing shall be packed in quantities governed by the following: a. Maximum of 100 unit packs per intermediate container. b. Maximum net load of 40 pounds. c. Maximum size of 1.5 cubic feet with at least two dimensions not exceeding 16 inches Unless otherwise specified, shipments shall be unitized into a single load that can be handled as a unit throughout the distribution system. The supplier is responsible for performing package testing as specified in ASTM D 3951-98. The government reserves the right to perform any of the tests. Copies of ASTM D 3951-98 are available from the: American Society for Testing and Materials 100 Barr Harbor Drive West Conshohocken, PA ###-###-####. 12 21 DAAB07-03-C-P002 HI ENERGY TECHNOLOGIES, INC CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 13 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION E - INSPECTION AND ACCEPTANCE
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 14 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION F - DELIVERIES OR PERFORMANCE
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 15 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION G - CONTRACT ADMINISTRATION DATA
a) Definitions. As used in this clause-- (1) Central Contractor Registration (CCR) database means the primary DoD repository for contractor information required for the conduct of business with DoD. (2) Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet Information Services to identify unique business entities. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 16 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. (3) Data Universal Numbering System +4 (DUNS+4) number means the DUNS number assigned by Dun and Bradstreet plus a 4-digit suffix that may be assigned by a parent (controlling) business concern. This 4-digit suffix may be assigned at the discretion of the parent business concern for such purposes as identifying subunits or affiliates of the parent business concern. (4) Registered in the CCR database means that all mandatory information, including the DUNS number or the DUNS+4 number, if applicable, and the corresponding Commercial and Government Entity (CAGE) code, is in the CCR database; the DUNS number and the CAGE code have been validated; and all edits have been successfully completed. (b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee must be registered in the CCR database prior to award, during performance, and through final payment of any contract resulting from this solicitation, except for awards to foreign vendors for work to be performed outside the United States. (2) The offeror shall provide its DUNS or, if applicable, its DUNS+4 number with its offer, which will be used by the Contracting Officer to verify that the offeror is registered in the CCR database. (3) Lack of registration in the CCR database will make an offeror ineligible for award. (4) DoD has established a goal of registering an applicant in the CCR database within 48 hours after receipt of a complete and accurate application via the Internet. However, registration of an applicant submitting an application through a method other than the Internet may take up to 30 days. Therefore, offerors that are not registered should consider applying for registration immediately upon receipt of this solicitation. (c) The Contractor is responsible for the accuracy and completeness of the data within the CCR, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after initial registration, the Contractor is required to confirm on an annual basis that its information in the CCR database is accurate and complete. (d) Offerors and contractors may obtain information and annual confirmation requirements by calling ###-###-####, or via the Internet at: http://www.ccr.gov (End of Clause)
1. The work called for herein will be performed by the contractor at the following location(s): Location of Final Manufacture: Irvine, CA ###-###-#### (City, County, State) Packaging and Packing: Irvine, CA ###-###-#### (City, County, State) Shipping Point (at or near): 1601 Alton Parkway, Unit B, Irvine, CA ###-###-#### (Street Address, City, State, Zip Code) Producing facilities: Hi Energy Technologies, Inc., 1601 Alton Parkway, Unit B, Irvine, CA ###-###-#### (Owner,Street Address, City, State, Zip Code) Operator: Hi Energy Technologies, Inc., 1601 Alton Parkway, Unit B, Irvine, CA ###-###-#### (Operator, Street Address,City, State, Zip Code) Contractor's office which will receive payment, supervise and administer the contract: 1601 Alton Parkway, Unit B, Irvine, CA ###-###-#### (Street Address,City, State) 2. Contractor's address on the face page of the contract will be considered as the location of any of the above elements which are not completed to indicate a different address. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 17 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. 3. UNCLASSIFIED CONTRACTS. Unless the prior written approval of the Procuring Contracting Officer (PCO) is obtained, the contractor shall not change the specified place of manufacture, packaging and packing, shipping point and/or producing facilities. Additionally, if such a change is made, the Government shall have the right to deduct from the contract price any increased costs (shipping, administration, etc.) which the Government may incur as a result of the change as well as any savings (labor costs, etc.) that the Government may be entitled to under the Changes clause. 4. CLASSIFIED CONTRACTS AND ANY CONTRACT THE PERFORMANCE OF WHICH WILL REQUIRE ACCESS TO CLASSIFIED INFORMATION OR MATERIAL. Unless the written approval of the Contracting Officer is obtained in advance, performance under this contract may not be carried on in any plant or factory other than that specified in paragraph 1 of this clause.
Project Designation: Topic No. A01-094 Initiating Activity: NVESD_ (Item/Project Manager) Controlled Item Report Requirements: N/A Invoice Address: N/A INSTRUCTIONS TO PAYING OFFICE: a. The Purchasing Office representative is: Name: Anita E. Fischer Organization Code: AMSEL-AC-CC-RT-E Telephone Area Code and No.: (732) 427-1343 DSN/Autovon No.: 987-1343 b. Payment will be made by the office designated in Block 12 of Standard Form 26, Block 25 of Standard Form 33, or Block 15 of DD Form 1155. In the case of cost reimbursement type contracts, vouchers should be submitted directly to the cognizant Defense Contract Audit Agency (DCAA). Upon request, the Administrative Contracting Officer (ACO) will furnish the address of the cognizant DCAA. For other type contracts, the invoice should be forwarded directly to the designated paying office. c. See FAR 52.232-33, Mandatory Information for Electronic Funds Transfer Payment. If payment is not available via electronic transfer then payment to the contractor shall be mailed to the following address (if other than the address shown on SF-26, SF-33 or DD Form 1155): Name: N/A Address: N/A _ (City, State, Zip Code) UNIT OF PURCHASE: Due to automation, when shipping or billing for the item(s) under this contract, the unit of purchase set forth in the Schedule, Section B, for each item must be used; e.g., if the quantity column indicates '144' for the item and the unit of purchase column indicates 'ea', the system will reject shipping and billing documents which indicate '1 gross'. NOTE TO PAYING OFFICE: To properly match disbursements with their corresponding receiving/acceptance document, the paying office shall ensure that the invoice/voucher is disbursed from only those accounting classification reference numbers (ACRNs) and their corresponding subline item numbers (SLINs) indicated on the invoice/voucher, acceptance statement or receiving report.
(a) Unless exempted by the Procuring Contracting Officer in writing, communication after contract award between Government agencies shall be transmitted via electronic mail (e-mail). CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 18 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. (b) The following examples include, but are not limited to, the types of communication that shall be transmitted via e-mail: Instructions to Contract Ordering Officer Instructions to Administrative Contracting Officer* Instructions to other Defense Contract Management Command personnel* Instructions to Defense Finance Administration Services Instructions to Defense Contract Audit Agency *Includes Government to Government data not covered by the Government's Defense Contract Management Contract ALERTS Program. Audits and audit requests shall be processed through the Monitoring and Analysis Branch, e-mail box ***@*** (c) See Section H Clause 52.6110, Mandatory Use of Contractor to Government Electronic Mail, for further guidance. NOTE: Upon receipt of the contract, respective Government agencies using e-mail shall provide the Procuring Contracting Officer with their e-mail address, name, title, office symbol, contract number, telephone and fax numbers to the e-mail address set forth in Section H, 52.6110. (End of clause) CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 19 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION I - CONTRACT CLAUSES
CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 20 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC.
This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.arnet.gov/far http://farsite.hill.af.mil (End of Clause) CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE 21 OF 21 PIIN/SIIN DAAB07-03-C-P002 MOD/AMD NAME OF OFFEROR OR CONTRACTOR: HI ENERGY TECHNOLOGIES, INC. SECTION J - LIST OF ATTACHMENTS
- -------------------------------------------------------------------------------- CONTRACT DATA REQUIREMENTS LIST Original Form Approved (1 DATA ITEM) OMB No. 0704-0188 - -------------------------------------------------------------------------------- Public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA. 22202-4302, and to the Office of Management and Budget, Paperwork Reduction Project (0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to either of these addresses. Send completed form to the Government Issuing Contracting Officer for Contract/PR No. listed in Block E.
- -------------------------------------------------------------------------------- CONTRACT DATA REQUIREMENTS LIST Original Form Approved (1 DATA ITEM) OMB No. 0704-0188 - -------------------------------------------------------------------------------- Public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA. 22202-4302, and to the Office of Management and Budget, Paperwork Reduction Project (0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to either of these addresses. Send completed form to the Government Issuing Contracting Officer for Contract/PR No. listed in Block E. - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- CONTRACT DATA REQUIREMENTS LIST Original Form Approved (1 DATA ITEM) OMB No. 0704-0188 - -------------------------------------------------------------------------------- Public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA. 22202-4302, and to the Office of Management and Budget, Paperwork Reduction Project (0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to either of these addresses. Send completed form to the Government Issuing Contracting Officer for Contract/PR No. listed in Block E. - --------------------------------------------------------------------------------