Firm-Fixed-Price Research and Development Contract between U.S. Army CECOM and Irvine Sensors Corp.
Summary
This contract is an agreement between the U.S. Army Communications-Electronics Command (CECOM) and Irvine Sensors Corp., a small business based in Costa Mesa, California. Effective February 22, 2002, the contract is for research and development services at a firm-fixed price of $395,649. Irvine Sensors Corp. is required to deliver specified research and development work according to the schedule and terms outlined in the contract. Payment and delivery details are specified, and the contract is governed by the attached terms and conditions.
EX-10.2 4 dex102.txt CONTRACT NO DAAB07-02-C-F608 EXHIBIT 10.2 - -----------------------------------------------------------------------------------------------------------------------------------
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SECTION A - SUPPLEMENTAL INFORMATION A THIS IS A SBIR PHASE II FIRM FIXED PRICE - CONTRACT FOR THE "MICRO AIR VEHICLE AND WEAPON SIGHT INFRARED (IR) CAMERA" UNDER TOPIC NO. A00-047. B THE PERIOD OF PERFORMANCE IS TWENTY-FOUR (24) MONTHS FROM THE DATE OF THE CONTRACT AWARD. C THIS CONTRACT WILL BE FUNDED ON AN INCREMENTAL BASIS AS FOLLOWS: FUNDS ALLOCATED: $395,649.00 DEFERRED FUNDING: $332.440.34 TOTAL CONTRACT VALUE: $728.089.34 D. FUNDING FOR ALL REQUIREMENTS COVERING THE FIRST YEAR OF INCREMENTAL FUNDING IS PROVIDED UNDER SLIN OOOlAA. THE AMOUNT OF $395.649.00 IS DIVIDED INTO SEVEN (7) PHASE II MILESTONE PAYMENTS CONSISTING OF ONE PAYMENT OF $200,000.00, TWO PAYMENTS OF $32,608.16 EACH, AND FOUR (4) PAYMENTS OF $32,608.17 EACH. THESE PAYMENTS ARE AUTHORIZED PER THE MONTHLY DELIVERY SCHEDULES 001 THROUGH 007 DELINEATED IN SLIN OOOlAA. E. ALL MILESTONE PAYMENTS UNDER SLIN OOOlAA CORRELATE ALTERNATELY WITH THE BI-MONTHLY STATUS REPORTS UNDER SLIN 0002AA AND THE BI-MONTHLY SCIENTIFIC AND TECHNICAL REPORTS UNDER SLIN 0003AA, IN ACCORDANCE WITH THE CONTRACT DATA REQUIREMENTS LISTS (CDRL) DD FORM 1423. SEE SECTION J, EXHIBITS A AND C. G. THE CONTRACTOR SHALL DELIVER THE FOLLOWING ITEMS IN ACCORDANCE WITH THE CONTRACT DATA REQUIREMENTS LIST (CDRL) DD FORM 1423, DATA ITEM DESCRIPTION (DID) DD FORM 1664, AND THE STATEMENT OF WORK (SOW). SEE SECTION J, EXHIBITS A - L FOR INSTRUCTIONS. 1) BI-MONTHLY STATUS REPORTS - ODD NUMBERED MONTHS 2) BI-MONTHLY SCIENTIFIC AND TECHNICAL REPORTS - EVEN NUMBERED MONTHS 3) ANNUAL SCIENTIFIC AND TECHNICAL REPORT 4) FINAL SCIENTIFIC AND TECHNICAL REPORT 5) UFPA TEST REPORT 6) IF CAMERA TEST REPORT 7) TWO (2) IR CAMERAS, INCLUDING TWO (2) USER MANUALS AND TWO (2) BODY-WORN RF RECEIVERS H. FINAL REPORTS SHALL BE FORWARDED VIA MATERIAL INSPECTION AND RECEIVING REPORT, DD FORM 250. I. WHEN SCIENTIFIC AND TECHNICAL REPORTS CONTAIN POTENTIALLY PATENTABLE SUBJECT MATTER, MARK ONE COPY FOR REVIEW BY CECOM LEGAL OFFICE, PATENT LAW DIVISION, FT. MONMOUTH, NJ, ATTN: AMSEL-LG-L. J. THE GOVERNMENT MAY CALL CONFERENCES/MEETINGS FROM TIME TO TIME, AS DEEMED NECESSARY, TO DISCUSS THE RESULTS OF THE WORK. THE LOCATION, DURATION AND NUMBER OF PARTICIPANTS SHALL BE DEFINED AFTER THE NEED FOR SUCH A CONFERENCE/MEETING IS DETERMINED. K. THE CONTRACTOR SHALL PROVIDE TO THE CONTRACTING OFFICER AND HER REPRESENTATIVES, A LIST OF E-MAIL ADDRESSES FOR ALL ADMINISTRATIVE AND TECHNICAL PERSONNEL ASSIGNED TO THE CONTRACT IDENTIFYING THEIR FUNCTION. THE LIST OF E-MAIL ADDRESSES SHALL BE INCLUDED, AND UPDATED AS REQUIRED IN THE QUARTERLY REPORTS. L. THE ADDRESS FOR THE DTIC (SF298) IS AS FOLLOWS: DEFENSE TECHNICAL INFORMATION CENTER 9724 JOHN J. KINGMAN ROAD SUITE #0944 ATTN: PAT MAWBY FORT BELVOIR, VA 22060-6218 M. THE FOLLOWING PATENT CLAUSES ARE INCORPORATED INTO THE CONTRACT BY REFERENCE:
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SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
1. The documents listed at Attachment 001 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 001 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, B, C, and 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 01 April 2001 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). 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 Street 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 a11 drawings and related drawing lists needed to prepare a realistic bid/offer and construct the equipment are included therein. - -------------------------------------------------------------------------------------------
(2) The bidder/offeror/contractor shall utilize the documents (35 mm 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) - -------------------------------------------------------------------------------------------
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 IAN ANSI/AIM-BCl, 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 ###-###-####. - -------------------------------------------------------------------------------------------
SECTION E - INSPECTION AND ACCEPTANCE
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SECTION F - DELIVERIES OR PERFORMANCE
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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. (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 to 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 - -------------------------------------------------------------------------------------------
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1. The work called for herein will be performed by the contractor at the following location(s): Location of Final Manufacture: Costa Mesa, California (City, County, State) Packaging and Packing: Costa Mesa, California ----------------------- (City, County, State) Shipping Point (at or near): N/A (Street Address, City, State, Zip Code) Producing facilities: Irvine Sensors Corporation, 3001 Redhill Avenue, Building #4, Costa Mesa, CA 92626 (0wner.street Address, City, State, zip code) operator: Irvine Sensors Corporation (operator, Street Address, City, State, zip code) Contractor's office which will receive payment, supervise and administer the contract: Irvine Sensors Corporation, 3001 Redhill Avenue, Building #4, Costa Mesa, CA 92626 (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. 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: Phase I1 SBIR, Topic A00-047, "Micro Air Vehicle and ----------------------------------------------------- Weapon Sight Infrared Camera". - ------------------------------ Initiating Activity: US ARMY CECOM, RDEC, NVESD_ (ltem/Project Manager) Gwendolyn Newsome, Project Leader Controlled Item Report Requirements:N/A_ Invoice Address: AMSEL-RD-NV-ST-IR INSTRUCTIONS TO PAYING OFFICE: a. The Purchasing Office representative is: Catherine DiMatteo, Contract Specialist Name: Catherine DiMatteo, Contract Specialist Organization Code: AMSEL-AC-CC-RT-J Telephone Area code and No.: (732 ###-###-#### ------------- DSN/Autovon No.: 992-3320 - -------------------------------------------------------------------------------------------
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: Address: (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). (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) - -------------------------------------------------------------------------------------------
SECTION H - SPECIAL CONTRACT REQUIREMENTS
(a) Unless exempted by the Contracting Officer in writing, communications after contract award shall be transmitted via electronic mail (e-mail). This shall include all communication between the Government and the contractor except Contract Awards, Contract Modifications, Proposals, Procurement Sensitive Information, Classified Information and Proprietary Information. Return receipt will be used if a commercial application is available. CECOM will announce commercial applications for these items when they are available. At that time the above items will also be sent via e-mail. (b) The format for all communication shall be compatible with the following: Microsoft Office 95 or higher. (c) Files larger than 1/2 megabytes must use alternate means of transmission such as Zip Compression/Inflation (Winzip), File Transfer Protocol, WinFax or any Fax Modem. (Note: This includes both the text message and the attachment.) If an attachment is in binary format, the number of bytes for the attachment increases by 33%. Large items can be put on disk and mailed with the Contracting Officer's approval. (d) A copy of all communications, with the exception of technical reports, sha11 be provided to the contract specialist. (e) The following examples include, but are not limited to, the types of communication that shall be transmitted via e-mail: Routine Letters Requests for Proposals under the contract Price Issues (except contractor pricing data) Contract Data Requirements List Submittals Contract Data Requirements List Comments Approvals/Disapprovals by the Government Technical Evaluations of Contract Items Clarifications Configuration Control Drawings (not to exceed 1/2 megabyte) Revised Shipping Instructions Change Order Directions (f) In order to be contractually binding, all Government communications must be sent from the Contracting Officer's e-mail address and contain the /s/ symbol above the Contracting Officer's signature block. The contractor shall designate the personnel with signature authority who can contractually bind the contractor. All binding contractor communication shall be sent from this contractor e-mail address. (g) The Government reserves the right to upgrade to more advanced commercial applications at any time during the life of the contract. (h) Upon award, the Contractor shall provide the Contracting Officer with a list of e-mail addresses for all administrative and technical personnel assigned to this contract. If known, the contractor shall also furnish the e-mail addresses of the Administrative Contracting Officer, DFAS and DCAA cognizant personnel. Upon receipt of the contract, all recipients are required to forward their e-mail address, name, title, office symbol, contract number, telephone number and fax number to the Contracting Officer's e-mail address listed below: (i) The Contracting Officer's e-mail address is: Virginia.Knight@mail1. monmouth.army.mil The Contract Specialist's e-mail address is Catherine.DiMatteo@mail1. monmouth.army.mil (End of clause)
(a) Addresses required for special distribution in accordance with Table 2 and additional distribution requirements not covered by DOD FARS Appendix F, Tables 1 and 2 are as follows: - -------------------------------------------------------------------------------------------
ADDRESS No. OF COPIES ------- ------------- Commander, 1 US Army CECOM, AMSEL-RD-NV-ST-IR ATTN:Gwendolyn W. Newsome Fort Belvoir, VA 22060-5806 Commander, 1 US Army CECOM, AMSEL-AC-CC-RT-J ATTN: Catherine DiMatteo Fort Monmouth, NJ ###-###-#### (b) These special distribution instructions shall be included in any subcontract hereunder where the items produced by the subcontractor are to be shipped directly to the Government. PROCEDURAL NOTE: In accordance with FAR 32.905(f), all invoice payments shall be supported by a receiving report or any other Government documentation authorizing payment to include, but not limited to the following: (1) Contract number or other authorization for supplies delivered or services performed. (2) Description of supplies delivered or services performed. (3) Quantities of supplies received and accepted or services performed, if applicable. (4) Date supplies delivered or services performed. (5) Date supplies or services were accepted by the designated Government official. (6) Signature, or when permitted by agency regulations, electronic equivalent, printed name, title, mailing address, and telephone number of the designated Government official responsible for acceptance or approval functions. The Department of Defense Activity Address Code (DODAAC) may be used in lieu of the mailing address. E-mail addresses, if possible, shall be added to facilitate communication and the Contractor's Tax Identification Number (TIN) should also be included on the respective invoices for tracking purposes. DFAS (Payment Office) WILL RETURN TO SENDER ANY RECEIVING REPORTS (INCLUDING DD - ------------------------------------------------------------------------------- FORM 250) WHICH DO NOT CONTAIN THE REQUIRED INFORMATION. - -------------------------------------------------------
(a) Contract line item 000lAA is incrementally funded. For these item(s), the sum of $395,649.00 of the total price is presently available for payment and allotted to this contract. An allotment schedule is set forth in paragraph (i) of this clause. (b) For item(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of those item(s) for the Government's convenience, approximates the total amount currently allotted to the contract. The Contractor will not be obligated to continue work for those item(s) beyond that point. The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of anything to the contrary in the clause entitled "Termination for Convenience of the Government." AS used in this clause, the total amount payable by the Government in the event of termination of applicable contract line item(s) for convenience includes costs, profit, and estimated termination settlement costs for those item(s). (c) Notwithstanding the dates specified in the allotment schedule in paragraph (i) of this clause, the Contractor will notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor's best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state (1) the estimated date when that point will be reached and (2) an estimate of additional funding, if any, needed to continue performance of applicable line items up to the next scheduled date for allotment of funds identified in paragraph (i) of this clause, or to a mutually agreed upon substitute date. The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for a subsequent period as may be specified in the allotment schedule in paragraph (i) of this clause or otherwise agreed to by the parties. If after such notification additional funds are not allotted by the date identified in the Contractor's notification, or by an agreed substitute date, the Contracting Officer - -------------------------------------------------------------------------------- Reference No. of Document Being Continued Page 20 of 25 CONTINUATION SHEET PIIN/SIIN DAAB07-02-C-P608 MOD/AMD - -------------------------------------------------------------------------------- Name of Offeror or Contractor: IRVINE SENSORS CORP - -------------------------------------------------------------------------------- will terminate any item(s) for which additional funds have not been allotted, pursuant to the clause of this contract entitled "Termination for Convenience of the Government." (d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds. The provisions of paragraphs (b) through (d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly. (e) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, the Contractor incurs additional costs or is delayed in the performance of the work under this contract and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause entitled "Disputes." (f) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a) of this clause. (g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled "Default." "The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a) of this clause. The clause no longer applies once the contract is fully funded except with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraph (d) or (e) of this clause. (h) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled "Termination for convenience of the Government." (i) The parties contemplate that the Government will allot funds to this contract in accordance with the following schedule: Funds Allocated on execution of Contract: $395,649.00 Deferred Funding: $332,440.34 Total Contract Value: $728,089.34 The period of performance for this Phase II SBIR is twenty-four (24) months. This entire Phase II R&D effort is incrementally funded. The first year of incremental funding is for $395,649.00. The second year of deferred incremental funding will be in the amount of $332,440.34. The total contract value is $728,089.34. The second year of deferred incremental funding will also be delineated in 12 monthly milestone payments when the funding becomes available. Funding for all requirements covering the first year of incremental funding is provided under SLIN OOOlAA. The amount of $395,649.00 is divided into seven (7) Phase II milestone payments consisting of one (1) payment of $200,000.00, two (2) payments of $32,608.16 each, and four (4) payments of $32,608.17 each. These payments are authorized per the monthly delivery schedules 001 through 007 delineated in SLIN 001AA. All milestone payments under SLIN OOOlAA correlate alternately with the Bi-Monthly Status Reports under SLIN 0002AA and the Bi-Monthly Scientific and Technical Reports under SLIN 0003AA, in accordance with Contract Data Requirements Lists (CDRL) DD Form 1423. See Section J, Exhibits A and C. H - 5 ###-###-#### FINAL SCIENTIFIC OR TECHNICAL REPORT SEP/1999 The Contractor shall submit two copies of the approved scientific or technical report delivered under this contract to the Defense Technical Information Center (DTIC), Attn: DTIC-OC, 8725 John J. Kingman Road, Suite 0944, Fort Belvoir, Virginia, VA 22060- 6218. The Contractor shall include a completed Standard Form 298, Report Documentation Page, with each copy of the report. For submission of reports in other than paper copy, contact the Defense Technical Information Center, Attn: DTIC-OC, 8725 John J. Kingman Road, Suite 0944, Fort Belvoir, Virginia, VA 22060-6218 H - 6 52.7520 RELEASE OF INFORMATION MATERIAL TO THE SEP/1997 PUBLIC BY PUBLICATION OR OTHER MEANS OF DISSEMINATION AND MARKING OF TECHNICAL REPORTS POTENTIALLY DISCLOSING INVENTIONS Scientific and technical information received in performance of, or generated by industry in performance of, an Army Contract will not be released to the public if it discloses classified or unclassified military applications, if the disclosure will be adverse to the national interest or will contain subject matter requiring review by the Department of Defense prior to release. In addition, release of information material which would generate national public interest is to be announced at the seat of Government and not by private industry. To preclude unauthorized release, information material which the contractor intends to publish or release to the public by other means will be forwarded to the Contracting Officer for approval prior to release. The following listing indicates the number of copies to be submitted for review and the time frame required by the Government to provide approval for release. The request for release shall indicate the date by which approval is required: - -------------------------------------------------------------------------------- Reference No. of Document Being Continued Page 21 of 25 CONTINUATION SHEET PIIN/SIIN DAAB07-02-C-P608 MOD/AMD - -------------------------------------------------------------------------------- Name of Offeror or Contractor: IRVINE SENSORS CORP - --------------------------------------------------------------------------------
(Material will be reviewed and normally approved at CECOM. Some documentation/material involving presentation outside the U.S.A. or material involving tri-service coordination will require US Army Materiel Command, Department of Army or Department of Defense approval. Fifteen (15) days additional time will be needed for approval of speeches and 40 days additional time will be needed for approval of manuscripts and other material, if approval is required above CECOM level.) Notification of approval to release may be received in writing or verbally. If received verbally, it will be confirmed in writing by the Contracting Officer. The contractor shall provide the name and telephone number of the person to be notified verbally. MARKING OF TECHNICAL REPORTS POTENTIALLY DISCLOSING INVENTIONS Any report of either an interim nature or any final report not intended for public distribution which contains potentially patentable subject matter, shall have the following legend prominently displayed on its cover: Notwithstanding any other legends marked hereon, this document contains information which may disclose a patentable invention in which the Government has a right, title or interest. Further distribution of this document to any non-governmental agency is prohibited without the - -------------------------------------------------------------------------------- Reference No. of Document Being Continued Page 22 of 25 CONTINUATION SHEET PIIN/SIIN DAAB07-02-C-P608 MOD/AMD - -------------------------------------------------------------------------------- Name of Offeror or Contractor: IRVINE SENSORS CORP - -------------------------------------------------------------------------------- written approval of US Army CECOM, Fort Monmouth, NJ(see 35 USC 205). - -------------------------------------------------------------------------------- Reference No. of Document Being Continued Page 23 of 25 CONTINUATION SHEET PIIN/SIIN DAAB07-02-C-P608 MOD/AMD - -------------------------------------------------------------------------------- Name of Offeror or Contractor: IRVINE SENSORS CORP - -------------------------------------------------------------------------------- SECTION I - CONTRACT CLAUSES
- -------------------------------------------------------------------------------- Reference No. of Document Being Continued Page 24 of 25 CONTINUATION SHEET PIIN/SIIN DAAB07-02-C-P608 MOD/AMD - -------------------------------------------------------------------------------- Name of Offeror or Contractor: IRVINE SENSORS CORP - --------------------------------------------------------------------------------
(a) Definitions. "Commercial item," as used in this clause, has the meaning contained in the clause at 52.202-1, Definitions. "Subcontract," as used in this clause, includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier. (b) To the maximum extent practicable, the Contractor shal1 incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental item as components of items to be supplied under this contract. (c) (1) The Contractor shall insert the following clauses in subcontracts for commercial item : (i) 52.219-08, Utilization of Small Business Concerns (Oct 2000)(15 U.S.C. 637(d)(2)(3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceed $500,000.00 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier Subcontracts that offer subcontracting opportunities. (ii) 52.222-26, Equal Opportunity (E.O.11246); (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) (38 U.S.C.4212 (a)); (iv) 52.222-36, Affirmative Action for Workers with Disabilities (29 U.S.C.793); and (v) 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels (46 U.S.C.1241) (flow down not required for subcontracts awarded beginning May 1, 1996). (2) While not required, the Contractor may flow down to the subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract. (End of Clause) I - 55 52.252-02 CLAUSES INCORPORATED BY REFERENCE FEB/1998 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. - -------------------------------------------------------------------------------- Reference No. of Document Being Continued Page 25 of 25 CONTINUATION SHEET PIIN/SIIN DAAB07-02-C-P608 MOD/AMD - -------------------------------------------------------------------------------- Name of Offeror or Contractor: IRVINE SENSORS CORP - -------------------------------------------------------------------------------- SECTION J - LIST OF ATTACHMENTS
Based upon DD Form 1423-1, 1 Jun 90 FRAB Validated: N/A ------------------ Exhibit B - -------------------------------------------------------------------------------- DATA ITEM DESCRIPTION Form Approved OMB No.0704-0188 Exp. Date : Jun 30, 1986 - -------------------------------------------------------------------------------- 1. Title 2. IDENTIFICATION NUMBER Contractor's Progress, Status and Management Report DI-MGMT-80227 - -------------------------------------------------------------------------------- 3. DESCRIPTION/PURPOSE 3.1 The Contractor's Progress, Status and Management Report Indicates the progress of work and the status of the program and of the assigned tasks, reports costs, and informs of existing or potential problem areas. - -------------------------------------------------------------------------------- 4. APPROVAL DATE 5. OFFICE OF PRIMARY 6a. DTIC REQUIRED 6b. GIDEP REQUIRED (YYMMDD) RESPONSIBILITY (OPR) 860905, N/SPAWAR - -------------------------------------------------------------------------------- 7. APPLICATION/INTERRELATIONSHIP 7.1 This Data Item Description (DID) contains the format and content preparation instructions for the data product generated by the specific and discrete task requirement for this data included in the contract. 7.2 This DID may be applied in any contract and during any program phase. 7.3 This DID supersedes DI-A-2090A, DI-A-3025A, UDI-A-22O5OB, UDI-A-22052A, UDI-A-23960, DI-A-30024, and DI-A-30606. (cont. on page 2) - -------------------------------------------------------------------------------- 8. APPROVAL LIMITATION 9a. APPLICABLE FORMS 9b. AMSC NUMBER N3947 - -------------------------------------------------------------------------------- 10. PREPARATION INSTRUCTIONS 10.1 Contract - This data item is generated by the contract which contains a -------- specific and discrete work task to develop this data product. 10.2 Format - This report shall be typewritten on standard size (e.g. 8 1/2" ------ by 11") white paper, and securely stapled. Pages shall be sequentially numbered. All attachments shall be identified and referenced in the text of the report. The report shall be prepared in the contractor's format and shall be legible and suitable for reproduction. 10.3 Content - The report shall include: ------- a. A front cover sheet which includes the contractor's name and address, the contract number, the nomenclature of the system or program, the date of the report, the period covered by the report, the title of the report, either the serial number of the report or the Contract Data Requirements List (CDRL) sequence number, the security classification, and the name of the issuing Government activity; b. Description of the progress made against milestones during the reporting period; c. Results, positive or negative, obtained related to previously- identified problem areas, with conclusions and recommendations; d. Any significant changes to the contractor's organization or method of operation, to the project management network, or to the milestone chart; e. Problem areas affecting technical or scheduling elements, with background and any recommendations for solutions beyond the scope of the contract; f. Problem areas effecting cost elements, with background and any recommendations for solutions beyond the scope of the Contract; g. Cost curves showing actual and projected conditions throughout the contract; h. Any cost incurred for the reporting period and total contractual expenditures as of reporting date; i. Person-hours expended for the reporting period and cumulatively for the contract; j. Any trips and significant results; (cont. on page 2) - -------------------------------------------------------------------------------- DD Form 1664, FEB 85 Previous edition is **** PAGE 1 OF 2 PAGES ------- ------- DI-MGMT- 80227 7. APPLICATION/INTERRELATIONSHIP (Cont'd) 7.4 Paragraphs 10.3.f, 10.3.g, and 10.3.h herein should be tailored on DD Form 1423 when such cost data is already submitted through a sophisticated cost reporting system under the contract. - -------------------------------------------------------------------------------- 10. PREPARATION INSTRUCTIONS (Cont'd) k. Record of all significant telephone calls and any commitments made by telephone; 1. Summary of Engineering Change Proposal (ECP) status, including identification of proposed ECPs, approved ECPs, and implemented ECPs; m. Contract schedule status; n. Plans for activities during the following reporting period; o. Name and telephone number of preparer of the report; p. Appendixes for any necessary tables, references, photographs, illustrations, and charts. Pages 2 of 2 Pages - --------------------------------------------------------------------------------
Exhibit D
Exhibit F
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