EXHIBIT 10.2
------------------------------------------------------------------------------------------------------------------------------------
AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES
UNDER DPAS (15 CFR 350) DX-A2 1 17
------------------------------------------------------------------------------------------------------------------------------------
2. CONTRACT (Proc. Insl. ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
DASG60-02-C-0029 07 May 2002 VH2A935000-01
------------------------------------------------------------------------------------------------------------------------------------
5. ISSUED BY CODE W31RPD 6. ADMINISTERED BY (if other than item 5) CODE S0513A
US ARMY SPACE AND MISSILE DEFENSE DCM SANTA ▇▇▇
SMDC-CM-AK, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ ▇.▇. ▇▇▇ ▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code) 8. DELIVERY
[ ] FOB ORIGIN [X] OTHER (See below)
IRVINE SENSORS CORPORATION ----------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 9. DISCOUNT FOR PROMPT PAYMENT
▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
----------------------------------------------------
10. SUBMIT INVOICES ITEM
(4 copies unless otherwise
specified)
TO THE ADDRESS
SHOWN IN:
--------------------------------------------------------------------------------
CODE 54266 FACILITY CODE
------------------------------------------------------------------------------------------------------------------------------------
11. SHIP TO/▇▇▇▇ FOR CODE 12. PAYMENT WILL BE MADE BY CODE HQ0339
DFAS-COLUMBUS CENTER
DFAS-CO/WEST ENTITLEMENT OPERATION
P.O. BOX 182381
SEE SCHEDULE ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING AND APPROPRIATION DATA
COMPETITION:
[ ] 10 U.S.C. 2304(c)( ) [ ] 41 U.S.C. 253(c)( ) See Schedule
------------------------------------------------------------------------------------------------------------------------------------
15A. ITEM NO 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E.UNIT PRICE 15F.AMOUNT
------------------------------------------------------------------------------------------------------------------------------------
SEE SCHEDULE
------------------------------------------------------------------------------------------------------------------------------------
15G. TOTAL AMOUNT OF CONTRACT $ 958,998.00
------------------------------------------------------------------------------------------------------------------------------------
16. TABLE OF CONTENTS
------------------------------------------------------------------------------------------------------------------------------------
[X] SEC DESCRIPTION PAGE(S) [X] SEC. DESCRIPTION PAGE(S)
------------------------------------------------------------------------------------------------------------------------------------
PART I - THE SCHEDULE PART II - CONTRACT CLAUSES
------------------------------------------------------------------------------------------------------------------------------------
[X] A SOLICITATION/CONTRACT FORM 1 - 1 [X] I CONTRACT CLAUSES 13
------------------------------------------------------------------------------------------------------------------------------------
[X] B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III-LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
------------------------------------------------------------------------------------------------------------------------------------
[ ] C DESCRIPTION/SPECS./WORK STATEMENT [X] J LIST OF ATTACHMENTS 17
------------------------------------------------------------------------------------------------------------------------------------
[ ] D PACKAGING AND MARKING PART IV - REPRESENTATIONS AND INSTRUCTIONS
------------------------------------------------------------------------------------------------------------------------------------
[X] E INSPECTION AND ACCEPTANCE 4 [ ] K REPRESENTATIONS, CERTIFICATIONS AND
-----------------------------------------------------------
[X] F DELIVERIES OR PERFORMANCE 5 OTHER STATEMENTS OF OFFERORS
------------------------------------------------------------------------------------------------------------------------------------
[X] G CONTRACT ADMINISTRATION DATA 7 [ ] L INSTRS.. CONDS.. AND NOTICES TO OFFERORS
------------------------------------------------------------------------------------------------------------------------------------
[X] H SPECIAL CONTRACT REQUIREMENTS 9 [ ] M EVALUATION FACTORS FOR AWARD
------------------------------------------------------------------------------------------------------------------------------------
CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
------------------------------------------------------------------------------------------------------------------------------------
17 [X] CONTRACTOR'S NEGOTIATED AGREEMENT Contractor is 18 [ ] AWARD (Contractor is not required to sign this document)
required to sign this document and return / copies to issuing Your offer on Solicitation Number
office.) Contractor agrees to furnish and deliver all items or
perform all the services set forth or otherwise identified __________________________________________________________________
above and on any continuation sheets for the consideration including the additions or changes made by you which additions or
stated herein. The rights and obligations of the parties to changes are set forth in full above, is hereby accepted as to the
this contract shall by subject to and governed by the following items listed above and on any continuation sheets. This award
documents: (a) this award/contract, (b) the solicitation, if consummates the contract which consists of the following
any, and (c) such provisions, representations, certifications, documents: (a) the Government's solicitation and your offer, and
and specifications, as are attached or incorporated by (b) this award/contract. No further contractual document is
reference herein. necessary.
(Attachments are listed herein)
------------------------------------------------------------------------------------------------------------------------------------
19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME AND TITLE OF CONTRACTING OFFICER
▇▇▇▇ ▇. ▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇/CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇. DATE SIGNED
Irvine Sensors Corporation 5/7/02 08-May-2002
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ BY /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------- ---------------------------
(Signature of person authorized to sign) (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8069 26-107 STANDARD FORM 26 (REV. 4-85)
PREVIOUS EDITION UNUSABLE GPO 1985 O-469-794 Prescribed by ▇▇▇
▇▇▇ (▇▇ ▇▇▇) 53.214(a)
DASG60-02-C-0029
Page 2 of 17
SECTION B Supplies or Services and Prices
ITEM NO SUPPLIES/SERVICES QUANTITY UNIT
0001 LOT
SBIR Phase III - Basic Effort
CPFF - Work as set forth in Irvine Sensor Corporation's Small
Business Innovation Research Program Proposal for "Silicon Brain
Initiative," pages 2 through 3, incorporated by reference as set
forth in Section J.
ESTIMATED COST $ 909,946.00
FIXED FEE $ 49,052.00
-------------------
$ 958,998.00
TOTAL EST COST + FEE
ACRN AA Funded Amount $ 650,000.00
ITEM NO SUPPLIES/SERVICES QUANTITY UNIT AMOUNT
0002 1 LOT NSP
Data Items
CPFF - Data to be delivered under this contract
shall be that cited in Contract Data Requirements
List (CDRL), DD Form 1423s, Exhibit A, consisting
of Exhibit Line Item Nos. A001 through A004.
Contractor may submit reports in accordance with
Data Item Description (DD Forms 1664) incorporated
by reference as set forth in Section J.
CLAUSES INCORPORATED BY FULL TEXT
COMPLETION TYPE COST REIMBURSEMENT CONTRACT:
a. Performance of Contract Line Items 0001 and 0002 shall be
accomplished on a completion basis as defined in FAR 16.306(d)(1). Pending
satisfactory completion of the task, fee payments are provisional and are not
final. Fee payments will not become final unless and until the contractor
performs the task required by CLIN 0001 and delivers data required by CLIN 0002
and such are accepted by the Government as being satisfactory. In the event the
task cannot be completed by the contractor within the estimated cost of CLIN
0001, the Government may require completion of the task without increase in fee,
provided the Government increases the estimated cost of CLIN 0001 under the
LIMITATION OF COST or FUNDS contract clause.
b. CLIN 0001 will be considered complete based upon the following:
DASG60-02-C-0029
Page 3 of 17
The following deliverables are developed, completed, and accepted:
3DANN-R Digital Motherboard
3DANN-R Analog Daughterboard
c. CLIN 0002 will be considered complete based upon a determination
that all data and reports have been submitted and accepted, as set forth in
Block 8 of each exhibit line item number of the DD Form 1423.
DASG60-02-C-0029
Page 4 of 17
SECTION E Inspection and Acceptance
CLAUSES INCORPORATED BY REFERENCE:
52.246-8 Inspection Of Research And Development Cost Reimbursement MAY 2001
252.246-7000 Material Inspection And Receiving Report DEC 1991
DASG60-02-C-0029
Page 5 of 17
SECTION F Deliveries or Performance
CLAUSES INCORPORATED BY REFERENCE:
52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984
52.247-34 F.O.B. Destination NOV 1991
CLAUSES INCORPORATED BY FULL TEXT
PERIOD OF PERFORMANCE:
a. The contractor shall provide completion of all tasks required by
CLIN 0001 and deliver of all data and reports required by CLIN 0002 no later
than nine (9) months after contract award.
DELIVERY OF DATA:
a. All data shall be delivered IAW FAR 52.247-34, F.O.B. Destination,
as specified in Block 14 of DD Form 1423. The contractor shall furnish the
Contracting Officer one (1) copy of the transmittal letters submitting data
requirements to the Technical Monitor. The extent of the Government's rights in
data delivered under the contract shall be governed by Contract Clause
252.227-7018 titled, "Rights in Noncommercial Technical Data and Computer
Software - Small Business Innovative Research (SBIR) Program."
b. Acceptance by the Government of all items delivered hereunder shall
be at destination.
MILESTONE EVENTS AND PERFORMANCE PERIOD: The contractor shall accomplish the
following milestone events within the specified performance period to assure
timely completion of total contract requirements:
WITHIN MONTHS AFTER
MILESTONE EVENT DATE OF CONTRACT
--------------- -------------------
Digital Motherboard Development
Design and build a motherboard in compact PCI format that contains the control
FPGA, host PCI interface, and I/O FIFO memory buffers. 3
Analog Daughterboard Development
Design and build an analog multiplexer circuit to reduce analog board footprint.
Fabricate analog daughterboard that will plug directly into the digital motherboard. 3
Control Firmware Development
Design and debug FPGA firmware to control 3DANN processor and manage data I/O. 5
Host Driver Software
Develop host driver software to facilitate high-speed data transfer between the host
Computer and 3DANN under DMA control over the PCI bus. 6
DASG60-02-C-0029
Page 6 of 17
Integration and Testing
Test and debug hardware, firmware, and host driver software. 8
Application Software Development
Develop interface between existing 3DANN post-processing code and application
Software (ATR), currently running on a PC, with the new 3DANN hardware. 9
DASG60-02-C-0029
Page 7 of 17
SECTION G Contract Administration Data
ACCOUNTING AND APPROPRIATION DATA
AA: 972 0400.2501 36-6011 P30603175C00 255Y VH2A935000 S01021
VH2A93500/2HHA13/H
AMOUNT: $650,000.00
CLAUSES INCORPORATED BY FULL TEXT
INVOICING AND VOUCHERING:
a. When authorized by the Defense Contract Audit Agency (DCAA) in
accordance with DFARS 242.803(b)(i)(C), the contractor may submit interim
vouchers directly to paying offices. Such authorization does not extend to the
first and final vouchers. Submit first vouchers to the cognizant DCAA office.
Final vouchers will be submitted to the ACO with a copy to DCAA.
b. Upon written notification to the contractor, DCAA may rescind the
direct submission authority.
c. Should the contractor decline to submit interim vouchers directly to
paying offices or if the contractor receives written notification that DCAA has
rescinded the direct submission authority, public vouchers, together with any
necessary supporting documentation, shall be submitted to the cognizant Defense
Contract Audit Agency (DCAA) Office, prior to payment by the Finance and
Accounting Office specified in Block 12, Page 1, Section A, of Standard Form 26.
d. The contractor shall identify on each public voucher: (1) The
accounting classification reference number (ACRN) assigned to the accounting
classification which pertains to the charges billed, e.g. "ACRN: AA;" (2) the
Order Number/PRON; and (3) the words "BMD CONTRACT" in bold type on the face
page of the voucher. Since vouchers are paid by Order Number/PRON within
accounting classification, it is necessary that the Order Number/PRON be shown
on each voucher.
e. Department of Defense requires that the Taxpayer Identification
Number (TIN) be placed on all certified payment vouchers, including non-profit
organizations, when submitting payment to the disbursing office. The only
exception is foreign vendors, which will have the word "foreign" in the TIN
field. Invoices will be returned to the vendor without payment if a TIN is not
provided.
f. The contractor may include in provisional vouchers fixed fee based
on the percentage of work completed, subject to the withholding reserve of the
contract clause titled "Fixed Fee." The Contracting Officer may elect to
withhold or accelerate fee payment based upon the Contractor's actual
performance as compared to the milestone events target dates as set forth in
Section F hereof.
g. The Paying Office shall ensure that the voucher is disbursed for
each ACRN as indicated on the voucher (or as specified herein).
IDENTIFICATION OF CORRESPONDENCE: All correspondence and data submitted by the
contractor under this contract shall reference the contract number.
DASG60-02-C-0029
Page 8 of 17
CONTRACTING ACTIVITY REPRESENTATIVES:
------------------------------------------------------------------------------------------------
Contractual Matters Technical Matters
------------------------------------------------------------------------------------------------
NAME: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
ORGANIZATION CODE: SMDC-CM-AK SMDC-TC-MT-AC
------------------------------------------------------------------------------------------------
TELEPHONE NUMBERS: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
COMMERCIAL:
------------------------------------------------------------------------------------------------
DEFENSE SWITCHED NETWORK (DSN): 645-1254 645-4904
------------------------------------------------------------------------------------------------
EMAIL: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇▇.▇▇▇
------------------------------------------------------------------------------------------------
IMPLEMENTATION OF AND EXPLANATION OF THE RELATIONSHIP OF THE LIMITATION OF FUNDS
(LOF) CLAUSE TO FEE OBLIGATIONS: The amount of funds estimated to be required
for full performance, including fee(s); the amount of funds allotted pursuant to
the Contract Clause hereof entitled, Limitations of Funds; the amount of funds
currently obligated for fee; and the estimated period of performance covered by
the funds allotted are set forth below. Amounts obligated for fee are separate
from and are not to be commingled with the amounts allotted for costs and are
not available to the contractor to cover costs in excess of those allotted to
the contract for cost.
a. CLINs 0001 and 0002
(1) Amount Required for Full Funding,
Including Fee(s): $ 958,998
(2) Amount Allotted Under the LOF Clause
for Payment of Costs: $ 616,759
(3) Amount Separately Obligated for
Payment of Fee: $ 33,241
(4) Total Amount Allotted and Obligated: $ 650,000
(5) Net Amount Required for Full Funding: $ 308,998
(6) Estimated Period of Performance
the Allotted Amount Will Cover 15 Nov 02
DASG60-02-C-0029
Page 9 of 17
SECTION H Special Contract Requirements
CLAUSES INCORPORATED BY FULL TEXT
PUBLIC RELEASE OF INFORMATION:
a. In accordance with DFARS 252.204-7000, Disclosure of Information,
The Contractor shall not release to anyone outside the Contractor's organization
any unclassified information, regardless of medium (e.g., film, tape, document),
pertaining to any part of this contract or any program related to this contract,
unless the Contractor has written approval or the information is otherwise in
the public domain before the date of release.
b. Requests for approval shall identify the specific information to be
released, the medium to be used, and the purpose for the release. The Contractor
shall submit its request to the Technical Monitor noted in the contract, Section
H, at least 45 days before the proposed date for release. All material to be
cleared shall be sent by certified mail/return receipt requested to:
U.S. Army Space and Missile Defense Command
ATTN: Insert Technical ▇▇▇▇▇▇ ▇▇▇
▇. ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
c. The Technical Monitor shall process the request in accordance with
SMDC form 614-R.
d. If there is no response within 30 days, the Contractor shall
resubmit the request to:
U.S. Army Space and Missile Defense Command
ATTN: SMDC-PA
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
e. The Contractor agrees to include a similar requirement in each
subcontract under this contract. Subcontractors shall submit requests for
authorization to release through the prime contractor.
DISTRIBUTION CONTROL OF TECHNICAL INFORMATION:
a. The following terms applicable to this clause are defined as
follows:
(1) Technical Document. Any recorded information that conveys
scientific and technical information or technical data.
(2) Scientific and Technical Information. Communicable knowledge or
information resulting from or pertaining to conducting and managing a scientific
or engineering research effort.
(3) Technical Data. Recorded information related to experimental,
developmental, or engineering works that can be used to define an engineering or
manufacturing process or to design, procure, produce, support, maintain,
operate, repair, or overhaul material. The data may be graphic or pictorial
delineations in media such as drawings or photographs, text in specifications or
related performance or design type documents, or computer printouts. Examples of
technical data include research and engineering data, engineering drawings, and
associated lists, specifications, standards, process sheets, manuals, technical
reports, catalog-item identifications, and related information and computer
software documentation.
DASG60-02-C-0029
Page 10 of 17
b. Except as may otherwise be set forth in the Contract Data
Requirements List (CDRL), DD Form 1423, (i) the distribution of any technical
document prepared under this contract, in any stage of development or
completion, is prohibited without the approval of the Contracting Officer and
(ii) all technical documents prepared under this contract shall initially be
marked with the following distribution statement, warning, and destruction
notice:
(1) DISTRIBUTION STATEMENT B - Distribution authorized to U.S.
Government agencies only due to proprietary information and/or Arms Export
Control Act Information, (date of determination). Other request for this
document shall be referred to SMDC-IM-PA.
TECHNICAL COGNIZANCE AND TECHNICAL DIRECTION:
a. The U.S. Army Space and Missile Defense Command is the cognizant
Government technical organization for this contract and will provide technical
direction as defined herein. Technical direction shall be exercised by the
following Project Engineer:
Name Office symbol Phone Number
▇▇▇▇ ▇▇▇▇▇ SMDC-TC-MT-AC ▇▇▇-▇▇▇-▇▇▇▇
b. Technical direction, as defined in this clause is the process by
which the progress of the contractor's technical efforts are reviewed and
evaluated and guidance for the continuation of the effort is provided by the
Government. It also includes technical discussions and, to the extent required
and specified elsewhere in this contract, defining interfaces between
contractors; approving test plans; approving preliminary and critical design
reviews; participating in meetings; providing technical and management
information; and responding to request for research and development planning
data on all matters pertaining to this contract. The contractor agrees to accept
technical direction only in the form and procedure set forth herein below.
c. Except for routine discussions having no impact on contractor
performance, any and all technical direction described in paragraph b. above
shall only be authorized and binding on the contractor when issued in writing
and signed by a Government official designated in a. above. The Technical
Direction shall not effect or result in a change within the meaning of the
"CHANGES" clause, or any other change in the Scope of Work, price, schedule, or
the level of effort required by the contract. Such changes must be executed by
the Contracting Officer as a Modification-Change Order, or as a
Modification-Supplemental Agreement, as appropriate. It is emphasized that such
changes are outside the authority of the Government officials designated in a.
above who are not authorized to issue any directions which authorize the
contractor to exceed or perform less than the contract requirements.
Notwithstanding any provision to the contrary in any Technical Directive, the
estimated cost of this contract, and, if this contract is incrementally funded,
the amount of funds allotted, shall not be increased or deemed to be increased
by issuance thereof.
KEY PERSONNEL: Key personnel (e.g., Principal Investigator, Principal Engineer,
or equivalent) must be employed with the firm at the time of award and shall be
maintained, to the maximum extent possible, throughout this program. The
Principal Investigator must spend more than one-half of his/her time with the
firm. Should changes be necessary, the contractor shall notify the Government in
writing of the proposed substitutes and their qualifications. Implementation of
the changes shall be subject to Government approval.
CONTRACT SECURITY CLASSIFICATION:
a. This contract is unclassified and does not contain security
requirements or a Contract Security Classification Specification, DD Form 254.
b. In accordance with restrictions required by Executive Order 12470,
the Arms Export Control Act (Title 22, USC) (Sec 275), the International Traffic
in Arms Regulation (ITAR), or DoD Directive 5230.25, Withholding of Unclassified
Technical Data from Public Disclosure, no foreign nationals will be permitted to
work on a contract without the express permission of the Contracting Officer.
DASG60-02-C-0029
Page 11 of 17
c. Should the government determine that the technology has developed to
a point where the information warrants protection under Executive Order 12958,
Classified National Security Information, a DD Form 254 and an approved
classification guide will be issued to the contractor and appropriate steps will
be taken under the contract to protect the material.
METRIC AND PRODUCT ASSURANCE REQUIREMENTS: The contractor shall assure that all
deliverables under this contract shall meet industry standards of quality and,
where practical, metric measurements.
SAFETY HAZARDS: The contractor shall identify, control, and document the hazards
associated with this effort and the control methods necessary to eliminate or
control the hazards. Significant items shall be addressed in status meetings and
included in the final report.
ENVIRONMENTAL: The contractor agrees to the following:
a. All activities performed under this contract shall be conducted in
accordance with Federal, State, and local environmental laws and regulations.
b. Any facility to be used in the performance of this contract shall be
in compliance with all Federal, State, and local environmental laws and
regulations for its intended use.
PROPOSAL PAGES WITH PROPRIETARY MARKINGS: Pages 2 through 3 of the contractor's
SBIR Phase III proposal are incorporated by reference only. With regard to the
restriction set forth in the proprietary legend at the bottom of page 1 of
contractor's proposal, the contractor agrees that the Government, including
Government support contractors who have signed appropriate non-disclosure
agreements, may duplicate, use and/or disclose the proprietary pages of his
proposal within the Government, to the extent necessary to implement and
administer this contract. Such proprietary pages shall retain the proprietary
markings placed thereon by the contractor. This special provision does not
address or affect the respective rights of the parties in technical
data/software delivered to the Government under this contract.
MATERIAL/EQUIPMENT: The contractor will provide all material/equipment necessary
to produce and test 3DANN-R Digitial Motherboard and 3DANN-R Analog
Daughterboard. The Government will acquire title to the following listed
equipment when it is acquired, produced, or first used by the contractor in the
performance of this contract. The Contracting Officer will give disposition
instructions for such property at the end of the contract period of performance.
DESCRIPTION
3DANN-R Digital Motherboard
3DANN-R Analog Daughterboard
MINIMUM INSURANCE LIABILITY: Pursuant to the requirements of the contract clause
52.228-7, "Insurance - Liability to Third Persons," the contractor shall obtain
and maintain at least the following kinds of insurance and minimum liability
coverage during any period of contract performance:
▇. ▇▇▇▇▇▇▇'▇ Compensation and Employers' Liability Insurance:
Compliance with applicable workmen's compensation and occupational disease
statutes is required. Employers' liability coverage in the minimum amount of
$100,000 is required.
b. General Liability Insurance: Bodily injury liability
insurance, in the minimum limits of $500,000 per occurrence, is required on the
comprehensive form of policy; however, property damage liability insurance is
not required.
DASG60-02-C-0029
Page 12 of 17
c. Automobile Liability Insurance: This insurance is required on
the comprehensive form of policy and shall provide bodily injury liability and
property damage liability covering the operation of all automobiles used in
connection with the performance of the contract. At least the minimum limits of
$200,000 per person and $500,000 per occurrence for bodily injury and $20,000
per occurrence for property damage is required.
PATENTS - REPORTING OF SUBJECT INVENTIONS:
a. The interim and final invention reports shall be submitted on
DD Form 882, Report of Inventions and Subcontracts, see
▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇.▇▇▇▇ and click on the Special
Announcements link to see the instructions. In accordance with DFARS
252.227-7039 and FAR 52.227-12, interim reports shall be furnished every twelve
(12) months and final reports shall be furnished within three (3) months after
completion of the contracted work. In accordance with FAR 27.305-3(e), when a
contractor fails to disclose a subject invention the applicable withholding of
payments provision may be invoked.
b. The contractor shall include the clause at DFARS 252.227-7039
in all subcontracts with small businesses and non profit organizations,
regardless of tier, for experimental, developmental, or research work.
c. The prime contractor shall account for the interim and final
invention reports submitted by the subcontractor.
ELECTRONIC DELIVERY OF DATA AND OTHER CORRESPONDENCE TO CONTRACTING ACTIVITY
REPRESENTATIVES:
a. This contract requires the delivery of contractual
correspondence and CDRL items to the Contracting Activity Representatives (the
Contract Specialist and the Technical Monitor identified in this contract). It
is highly desired, but not required, that these documents be delivered
electronically by e-mail/e-mail attachment. (The remainder of CDRL distribution
shall be by hardcopy.) Delivery of data and correspondence via e-mail typically
provides for quicker and more efficient communications between the contractor
and the Contracting Activity Representatives and better serves the needs of all
involved.
b. If the contractor elects to utilize electronic delivery, the
following guidelines shall to be used:
1. When printed as well as electronic copies are
delivered, the electronic version of a document must be identical to the printed
copy delivered.
2. As a standard file naming convention, each e-mail
message subject line shall begin with "SBIR Contract DASG60-02-C-0029,"
(complete using the Contract Number of this Contract) and be followed by an
additional as appropriate.
Example: "SBIR Contract DASG6O-O1-M-0000, CDRL 0001 Submission"
3. Submittals should be readable on Windows NT 4.0
platforms using Microsoft Office 2000.
YEAR 2000 COMPLIANCE:
The Contractor shall ensure products provided under this contract, to include
hardware, software, firmware, and middleware, whether acting alone or combined
as a system, are Year 2000 compliant as defined in FAR Part 39.
DASG60-02-C-0029
Page 13 of 17
SECTION I Contract Clauses
CLAUSES INCORPORATED BY REFERENCE:
52.202-1 Definitions DEC 2001
52.203-3 Gratuities APR 1984
52.203-5 Covenant Against Contingent Fees APR 1984
52.203-6 Restrictions On Subcontractor Sales To The Government JUL 1995
52.203-7 Anti-Kickback Procedures JUL 1995
52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or JAN 1997
Improper Activity
52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997
52.203-12 Limitation On Payments To Influence Certain Federal Transactions JUN 1997
52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000
52.209-6 Protecting the Government's Interest When Subcontracting With JUL 1995
Contractors Debarred, Suspended, or Proposed for Debarment
52.211-15 Defense Priority And Allocation Requirements SEP 1990
52.215-2 Audit and Records--Negotiation JUN 1999
52.215-8 Order of Precedence--Uniform Contract Format OCT 1997
52.215-10 Price Reduction for Defective Cost or Pricing Data OCT 1997
52.215-12 Subcontractor Cost or Pricing Data OCT 1997
52.215-13 Subcontractor Cost or Pricing Data--Modifications OCT 1997
52.215-14 Integrity of Unit Prices OCT 1997
52.215-15 Pension Adjustments and Asset Reversions DEC 1998
52.215-16 Facilities Capital Cost of Money OCT 1997
52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) OCT 1997
Other than Pensions
52.215-19 Notification of Ownership Changes OCT 1997
52.216-7 Allowable Cost And Payment FEB 2002
52.216-8 Fixed Fee MAR 1997
52.219-6 Notice Of Total Small Business Set-Aside JUL 1996
52.219-8 Utilization of Small Business Concerns OCT 2000
52.219-14 Limitations On Subcontracting DEC 1996
52.222-2 Payment For Overtime Premiums JUL 1990
52.222-3 Convict Labor AUG 1996
52.222-21 Prohibition Of Segregated Facilities FEB 1999
52.222-26 Equal Opportunity APR 2002
52.222-35 Equal Opportunity For Special Disabled Veterans, Veterans of the DEC ▇▇▇▇
▇▇▇▇▇▇▇ Era and Other Eligible Veterans
52.222-36 Affirmative Action For Workers With Disabilities JUN 1998
52.222-37 Employment Reports On Special Disabled Veterans, Veterans Of The DEC 2001
Vietnam Era and Other Eligible Veterans
52.223-6 Drug Free Workplace MAY 2001
52.223-14 Toxic Chemical Release Reporting OCT 2000
52.225-11 Buy American Act--Balance of Payments Program--Construction FEB 2002
Materials Under Trade Agreements
52.225-13 Restrictions on Certain Foreign Purchases JUL 2000
52.226-1 Utilization Of Indian Organizations And Indian-Owned Economic JUN 2000
Enterprises
52.227-1 Alt I Authorization And Consent (Jul 1995) - Alternate I APR 1984
52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement AUG 1996
DASG60-02-C-0029
Page 14 of 17
52.227-11 Patent Rights--Retention By The Contractor (Short Form) JUN 1997
52.228-7 Insurance--Liability To Third Persons MAR 1996
52.232-9 Limitation On Withholding Of Payments APR 1984
52.232-17 Interest JUN 1996
52.232-22 Limitation Of Funds APR 1984
52.232-23 Assignment Of Claims JAN 1986
52.232-25 Prompt Payment FEB 2002
52.232-33 Payment by Electronic Funds Transfer--Central Contractor MAY 1999
Registration
52.233-1 Disputes DEC 1998
52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985
52.237-10 Identification of Uncompensated Overtime OCT 1997
52.242-1 Notice of Intent to Disallow Costs APR 1984
52.242-3 Penalties for Unallowable Costs MAY 2001
52.242-4 Certification of Final Indirect Costs JAN 1997
52.242-13 Bankruptcy JUL 1995
52.243-2 Alt V Changes--Cost-Reimbursement (Aug 1987) - Alternate V APR 1984
52.244-2 Alt I Subcontracts (Aug 1998) - Alternate I AUG 1998
52.244-5 Competition In Subcontracting DEC 1996
52.245-5 Government Property (Cost-Reimbursement Time-And-Materials, Or JAN 1986
Labor Hour Contracts)
52.246-23 Limitation Of Liability FEB 1997
52.246-24 Limitation Of Liability-High Value Items FEB 1997
52.246-25 Limitation Of Liability--Services FEB 1997
52.247-1 Commercial ▇▇▇▇ Of Lading Notations APR 1984
52.249-6 Termination (Cost Reimbursement) SEP 1996
52.249-14 Excusable Delays APR 1984
52.252-6 Authorized Deviations In Clauses APR 1984
52.253-1 Computer Generated Forms JAN 1991
252.203-7001 Prohibition On Persons Convicted of Fraud or Other MAR 1999
Defense-Contract-Related Felonies
252.203-7002 Display Of DOD Hotline Poster DEC 1991
252.204-7000 Disclosure Of Information DEC 1991
252.204-7003 Control Of Government Personnel Work Product APR 1992
252.204-7004 Required Central Contractor Registration NOV 2001
252.205-7000 Provisions Of Information To Cooperative Agreement Holders DEC 1991
252.209-7000 Acquisition From Subcontractors Subject To On-Site Inspection Under NOV 1995
The Intermediate Range Nuclear Forces (INF) Treaty
252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The MAR 1998
Government of a Terrorist Country
252.215-7000 Pricing Adjustments DEC 1991
252.215-7002 Cost Estimating System Requirements OCT 1998
252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business APR 1996
Subcontracting Plan (DOD Contracts)
252.225-7012 Preference For Certain Domestic Commodities AUG 2000
252.225-7026 Reporting Of Contract Performance Outside The United States JUN 2000
252.225-7031 Secondary Arab Boycott Of Israel JUN 1992
252.227-7016 Rights in Bid or Proposal Information JUN 1995
252.227-7017 Identification and Assertion of Use, Release, or Disclosure JUN 1995
Restrictions
252.227-7018 Rights in Noncommercial Technical Data and Computer Software--Small JUN 1995
Business Innovation Research (SBIR) Program
252.227-7019 Validation of Asserted Restrictions--Computer Software JUN 1995
252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988
252.227-7030 Technical Data--Withholding Of Payment MAR 2000
DASG60-02-C-0029
Page 15 of 17
252.227-7034 Patents--Subcontracts APR 1984
252.227-7037 Validation of Restrictive Markings on Technical Data SEP 1999
252.227-7039 Patents--Reporting Of Subject Inventions APR 1990
252.235-7010 Acknowledgment of Support and Disclaimer MAY 1995
252.235-7011 Final Scientific or Technical Report SEP 1999
252.242-7000 Postaward Conference DEC 1991
252.242-7004 Material Management And Accounting System DEC 2000
252.243-7002 Requests for Equitable Adjustment MAR 1998
252.245-7001 Reports Of Government Property MAY 1994
252.247-7023 Transportation of Supplies by Sea MAR 2000
252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000
CLAUSES INCORPORATED BY FULL TEXT
52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2001)
(a) Definitions. As used this clause--
"Commercial item", has the meaning contained in the clause at 52.202-1,
Definitions.
"Subcontract", 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 shall incorporate, and
require its subcontractors at all tiers to incorporate, commercial items or
nondevelopmental items as components of items to be supplied under this
contract.
(c)(1) The Contractor shall insert the following clauses in subcontracts for
commercial items:
(i) 52.219-8, Utilization of Small Business Concerns (OCT 2000) (15 U.S.C.
637(d)(2) and (3)), in all subcontracts that offer further subcontracting
opportunities. If the subcontract (except subcontracts to small business
concerns) exceeds $500,000 ($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 (FEB 1999) (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 (JUN 1998) (29
U.S.C. 793).
(v) 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels
(JUN 2000) (46 U.S.C. Appx 1241) (flowdown not required for subcontracts awarded
beginning May 1, 1996).
(2) While not required, the Contractor may flow down to 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)
52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
DASG60-02-C-0029
Page 16 of 17
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):
▇▇▇.▇▇▇▇▇.▇▇▇
252.227-7036 DECLARATION OF TECHNICAL DATA CONFORMITY (JAN 1997)
All technical data delivered under this contract shall be accompanied by the
following written declaration:
The Contractor, ____________________, hereby declares that, to the best of its
knowledge and belief, the technical data delivered herewith under Contract No.
_________________ is complete, accurate, and complies with all requirements of
the contract.
Date ____________________________________
Name and Title of Authorized Official ____________________
(End of clause)
DASG60-02-C-0029
Page 17 of 17
SECTION J List of Documents, Exhibits and Other Attachments
PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS
SECTION J - LIST OF ATTACHMENTS
TITLE DATE # OF PAGES
------------------------------------------------- ------ ----------
Contract Data Requirements List (DD Form 1423) 5
Exhibit A with Distribution List, and
Data Item Descriptions (DD Forms 1664)
The DIDs are available on the USASMDC
Web site at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇. Click on
Business, Click on Small Business Innovative Research (SBIR).
Small Business Innovation Research Program Proposal 4 Apr 02 2
titled, "Silicon Brain Initiative," page 2 through 3,
incorporated herein by reference.
Contractor's Representations and Certifications are incorporated
herein by reference.
Public Voucher for Purchases and Services NA 3
Other than Personal/Standard Form 1034
(Sample and Blank Form)
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1.CONTRACT ID CODE PAGE OF PAGES
1 2
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4.REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)
P00001 14-Jun-2002 VH2A935000-01
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE W31RPD 7. ADMINISTERED BY (If other than item 6) CODE S0513A
US ARMY SPACE AND MISSILE DEFENSE DCM-SANTA ▇▇▇
SMDC-CM-AK, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ ▇.▇. ▇▇▇ ▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
8. NAME ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ and Zip code) [ ] 9A. AMENDMENT OF SOLICITATION NO.
IRVINE SENSORS CORPORATION -------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ [ ] 9B. DATED (SEE ITEM 11)
BLDG 4 -------------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ [X] 10A. MOD ▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇-▇▇-▇-▇▇▇▇
-------------------------------------
[ ] 10B. DATED (SEE ITEM 13)
----------------------------------------------------------------------------------------------- 07-May-2002
CODE 54266 FACILITY CODE
------------------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in item 14. [ ] is extended [ ] is not extended
The hour and date specified for receipt of offer
Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as
amended by one of the following methods:
(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging
receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO
THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire
to change an offer already submitted, such change may be made by telegram or letter,
provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior
to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See schedule
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
[ ] A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
[ ] B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).
------------------------------------------------------------------------------------------------------------------------------------
[ ] C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
------------------------------------------------------------------------------------------------------------------------------------
[X] D. OTHER (Specify type of modification and authority)
UNILATERAL: Pursuant to DFARS 252.232-7007
------------------------------------------------------------------------------------------------------------------------------------
E IMPORTANT Contractor [X] is not, [ ] is required to sign this document and return _______ copies to the issuing office.
------------------------------------------------------------------------------------------------------------------------------------
14 DESCRIPTION OF AMENDMENT /MODIFICATION (Organized by UCF section headings, including solicitation/contract
subject matter where feasible.)
SEE PAGE 2.
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as
heretofore changed, remains unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
▇▇▇▇ ▇. ▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇/CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇. DATE SIGNED
Irvine Sensors Corporation 6/14/02
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ 14-Jun-2002
----------------------------- -------------------------
(Signature of person authorized to sign) (Signature of contracting officer)
------------------------------------------------------------------------------------------------------------------------------------
EXCEPTION TO SF 30 ▇▇-▇▇▇-▇▇ STANDARD FORM 30 (Rev. 10-83)
APPROVED BY OIRM 11-84 Prescribed by ▇▇▇
▇▇▇ (▇▇ ▇▇▇) 53.243
DASG60-02-C-0029
P00001
Page 2 of 2
SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGES
Changes in Section G
Summary for the Payment Office
As a result of this modification, the total funded amount of the contract is
increased by $308,998.00 from $650,000.00 to $958,998.00
CLIN :0001
AA: 972 0400.2501 36-6011 P30603175C00 255Y VH2A935000 S01021 VH2A93500/2HHA13/H
is increased by $308,998.00 from $650,000.00 to $958,998.00
