EXHIBIT 10.24
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SUBCONTRACT University of California
NO. B514527 Lawrence Livermore National Laboratory
Procurement & Material
P.O. Box 5012
Livermore, CA 94551
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SUBCONTRACTOR: UNIVERSITY PROCUREMENT REPRESENTATIVE:
ZYGO CORPORATION William V. Karleskind
Attention: Karen DuPerry Subcontract Administrator Specialist
P.O. Box 448
Middlefield, CT 06455-0448 PHONE #: (925) 422-7503
FAX #: (925) 422-9294
E-MAIL: karleskindl@llnl.gov
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INTRODUCTION
This is a subcontract for the finishing of 460 NIF optics as further described
herein.
The parties to this Subcontract are The Regents of the University of California
(hereinafter called "University") and the party identified above as the
"Subcontractor."
This is a subcontract under Prime Contract No. W-7405-ENG-48 between the
University and the United States Government (hereinafter called "Government"),
represented by the Department of Energy (hereinafter called "DOE"), for the
management and operation of the Lawrence Livermore National Laboratory
(hereinafter called "LLNL") and the performance of certain research and
development work.
AGREEMENT
The parties agree to perform their respective obligations in accordance with the
terms, conditions, and provisions of the attached SCHEDULE OF ARTICLES and any
documents referenced or incorporated therein, which together with this
Subcontract Signature Page shall collectively constitute the entire Subcontract
and shall supersede all prior negotiations, representations, or agreements,
whether verbal or written.
ZYGO CORPORATION THE REGENTS OF
THE UNIVERSITY OF CALIFORNIA
BY: /s/ Peter B. Mumola BY: /s/ R.W. Callaghan
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R.W. Callaghan
TITLE: Vice President - Optics TITLE: NIF Procurement Manager
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LLNL Procurement & Material
DATE: 4/14/01 DATE: 4/13/01
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SCHEDULE OF ARTICLES
FOR
SUBCONTRACT NO. B514527
ARTICLE 1 - INCORPORATED DOCUMENTS
The following documents and forms are hereby incorporated as a part of this
Schedule of Articles of the Subcontract and are attached hereto:
DOCUMENTS
GENERAL PROVISIONS FOR FIXED PRICE SUPPLIES AND SERVICES
(GPs #600C; Rev. 08/01/00)
STATEMENT OF WORK (DATE 12/1/00)
SUBCONTRACT PRODUCTION SCHEDULE
ARTICLE 2 - SCOPE OF WORK
A. The Subcontractor shall conduct certain work generally described as
finishing of 460 NIF Optics. This work is more specifically described in
the attached Statement of Work (SOW) and the applicable referenced LLNL
drawings.
B. The Subcontractor shall furnish all personnel, supervision, materials,
supplies, equipment, tools, facilities, transportation, testing, and other
incidental items and services necessary for performance of the work, except
for Government Property specified herein to be furnished by the University.
The Subcontractor shall deliver the materials, products, supplies, reports
and residuals, as specified.
C. The work shall be performed by the Subcontractor at the Subcontractor's
facility located at Middlefield, Connecticut and at other locations
approved by the University.
D. This Subcontract is designated as a DX-E1 Rated Order. The Subcontractor
shall comply with the provisions of the Defense Priorities and Allocations
System Regulation (15 CFR Part 700) in obtaining controlled materials and
other products and services needed to perform this Subcontract.
ARTICLE 3 - PERIOD OF PERFORMANCE
The work described in ARTICLE 2 - SCOPE OF WORK shall be completed on or before
February 13, 2002, in accordance with the attached Subcontract Production
Schedule.
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ARTICLE 4 - PRICE, PAYMENT AND TRANSPORTATION
A. Price
The Subcontractor shall be paid as follows for the finishing of 460 NIF
optics. These optics shall be finished in accordance with the technical
specifications of the ARTICLE 2 - SCOPE OF WORK:
1. The Subcontractor shall be paid the fixed unit prices indicated for
the finishing of the following 152 optics:
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Optic Type Drawing Number Quantity Fixed Extended price
Unit price
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LM3 AAA96-105332-OE 25 $3,698 $92,450.00
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LM7B AAA96-105462-I/c 9 $4,042 $36,378.00
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LM7C AAA96-105472-OC 16 $4,042 $64,672.00
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WIP Amplifier Slabs* AAA96-105113-OB 75 $4,617 $346,275.00
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WIP Polarizers* AAA96-105114-OA 27 $3,673 $99,171.00
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Total Firm Fixed Price 152 $638,946.00
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* These shall be the first 75 amplifiers and 27 polarizers delivered
under this Subcontract. The difference in value for these units shall
be compensated for under Subcontract B507150.
2. The Subcontractor shall finish an additional 275 amplifier slabs and 33
Polarizers at the fixed unit prices indicated below. Each amplifier and
polarizer shall be finished to one of two different specifications,
depending on the homogeneity of the unfinished optics, provided by the
University. The total price for all 308 optics shall be subject to a
not-to-exceed ceiling amount of $2,075,348.00, which is based on the
highest priced scenario. The following scenario, however, is a "best guess"
estimate of what the actual mix may look like. As the final mix is not
known, the Subcontractor shall be limited to the ceiling amount, a total
quantity of 308, and the fixed unit prices indicated below:
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Estimated Fixed Extended price
Optic Type Drawing Number Quantity Unit Price (Estimated)
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Amplifier Slab (full spec) AAA96-105113-OB 274* $6,916 $1,894,984.00*
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Polarizer (full spec) AAA96-105112-OD 12* $5,256 $63,072.00*
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Amplifier Slab (lower spec) AAA96-105514-OA 1* $6,647 $6,647.00*
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Polarizer (lower spec) AAA96-105114-OA 21* $5,051 $106,071.00*
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Total 308 $2,070,774.00*
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* Estimate Only
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3. The Subcontractor shall be paid an incentive for reduced breakage as
follows:
Amplifier Slabs:
For the 350 amplifier slabs requiring finishing under this
Subcontract, the Subcontractor shall be paid the incentive shown below
for reduced breakage amounts achieved. The incentive for amplifier
slabs shall be evaluated three times during this Subcontract, after
the first 117 slabs are completed, after the next 117 and after the
final 116. These periods shall be mutually exclusive with regard to
determining breakage and incentive amounts.
Number of Slabs: 117 117 116
*Number of Broken Slabs: Incentive Amount
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0 $40,000 $40,000 $40,000
1 $30,000 $30,000 $30,000
2 $20,000 $20,000 $20,000
3 $10,000 $10,000 $10,000
4 $ 0 $ 0 $ 0
Polarizers:
For the 60 polarizers requiring finishing under this Subcontract, the
Subcontractor shall be paid the incentive shown below for reduced
breakage amounts achieved. The incentive for polarizers shall be
evaluated once during this Subcontract, after completion of all units.
Total
Number of Polarizers 60
Number Broken: Incentive Amount
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0 $15,000
1 $7,500
2 $ 0
For this Subcontract, the incentive amount paid for both amplifier
slabs and polarizers shall be subject to a total ceiling amount of
$135,000.00, which shall be the limit of the University's obligation.
4. The total not-to-exceed amount of this Subcontract is $2,849,294.00.
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The prices stated above do not include, and the University shall not
be charged for, any State Sales & Use Tax. The university holds
California State Resale Permit No. SR-CHA 21-135323.
B. Pricing of Adjustments
When costs are a factor in any determination of a Subcontract price
adjustment, pursuant to the "Changes" clause of the GENERAL PROVISIONS
or any other provision of this Subcontract, such costs shall be in
accordance with the contract cost principles and procedures in Part 31
of the Federal Acquisition Regulation (48 CFR Part 31), as
supplemented or modified by DEAR Part 931 (48 CFR Part 931) in effect
as of the date of award of this Subcontract.
C. Invoices
The Subcontractor shall submit its invoice upon completion of the work
to the following address:
University of California
Lawrence Livermore National Laboratory
Attn.: Bill Darleskind, L-443
P.O. Box 5001
Livermore, CA 94551
D. Payment and Shipment
Payment shall be made within 30 days after receipt of the
Subcontractor's invoice, upon the University's acceptance of any
portion of the work delivered or rendered for which a price is
separately stated or an invoice is allowed. Shipment of optics may
occur as soon all specifications are achieved, prior acceptance of the
metrology data is not required. Payment, however, will continue to be
upon acceptance of the metrology data.
E. Transportation Terms
F.O.B point: Origin
Shipping Point: Zygo Corporation, Middlefield, Connecticut
Shipping Instructions: Burlington Express
Mark airway bill: "Bill Recipient
Account 411-288-721"
ARTICLE 5 - COORDINATION AND ADMINISTRATION
A. The University Procurement Representative for this Subcontract is Bill
Karleskind. All matters relating to the administration, performance and
non-technical interpretation of this Subcontract shall be referred to the
University Procurement Representative. The Subcontractor shall direct all
notices and requests for approval to the University Procurement
Representative. The University Procurement Representative will issue any
notices or non-technical approvals to the Subcontractor.
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B. The University Technical Representative for this Subcontract is Chris
Stolz. The University Technical Representative will provide technical
direction in connection with the work to be performed under this
Subcontract. The term "technical directions" is defined to include (1)
direction to the Subcontractor which assist in the interpretation of
drawings, specifications, or technical portions of the work description;
and (2) the review and approval of technical reports, drawings,
specifications, and information to be delivered by the Subcontractor under
the Subcontract, where required. The University Technical Representative
will issue all technical direction in writing.
C. The University Technical Representative is not authorized to issue any
technical direction which would (1) constitute an assignment of work
outside the general scope of the work covered by this Subcontract; (2)
change the description of the work to be performed or any applicable
drawings, designs, and specifications; (3) change the time or place of
performance; the method of shipment or packaging, or the place of
inspection, delivery or acceptance; (4) increase the estimated cost for
performance of the work or the time required for performance of the work;
(5) change any expressed term or condition of the Subcontract; or (6)
unreasonably interfere with the Subcontractor's ability to perform and
complete the work. Any such change must first be authorized by a written
modification to this Subcontract issued by the University Procurement
Representative.
ARTICLE 6 - REPORTS
As indicated in the attached SOW, the Subcontractor shall submit weekly
Inventory Tracking Sheet (ITS) reports to the University Technical
Representative, consistent with the previous pilot production Subcontract
B507150. Also required by the attached SOW is a requirement to maintain certain
technical documentation and procedures consistent with the previous Subcontract
B507150. These reports, documentation and procedures shall be coordinated on an
informal basis with the University Technical Representative, no formal
distribution shall be required.
ARTICLE 7 - PROPERTY
A. The Subcontractor shall acquire, and/or the University will furnish to the
Subcontractor, the materials, equipment, supplies, and/or tangible personal
property items identified below, for use under this Subcontract:
Subcontractor Acquired Property:
None
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University Furnished Government Property:
The property currently identifiable and accountable under Subcontract
B507150 will be transferred to this Subcontract. At such time, the
appropriate property will be identified and listed in this Subcontract.
Until that time the Subcontractor is hereby authorized to use the
University Furnished Government Property provided under B507150 in
performance of this Subcontract.
B. All property acquired by the Subcontractor and/or furnished by the
University shall be identified, utilized, accounted for, and dispositioned
in accordance with the clause of the General Provisions entitled GOVERNMENT
PROPERTY (FIXED PRICE SUBCONTRACT). Disposition directions and
authorization will be provided by the University's Property Management
Department.
C. Non-Subcontract Use of Government Owned Equipment:
1. Notwithstanding the limitation on Subcontractor use of Government
property in the GENERAL PROVISION entitled GOVERNMENT PROPERTY, the
Subcontractor may use the government owned equipment listed above
without charge in the performance of, in order of preference:
a. Subcontracts under Department of Energy Contract No. W
-7405-ENG-48;
b. Prime contracts with the Government that specifically authorize
such use without charge;
c. Subcontracts of any tier under Government prime contracts other
than W-7405-ENG-48 if the Contracting Officer having cognizance
of the prime contract (i) approves a Subcontract specifically
authorizing such use or (ii) otherwise authorizes such use in
writing; and
d. Other work to the extent that such use does not interfere with
work under a, b, and c above.
2. The Subcontractor agrees not to include in the price or prices of any
such contracts or Subcontracts the cost of said listed property, or
any allowance or charge to cover depreciation or amortization. The
Subcontractor further agrees to allocate the cost of maintenance,
upkeep, repairs and consumables to the appropriate indirect cost pool.
In the case of the three ring polishers (RPs), the Subcontractor
agrees to absorb the cost of normally scheduled maintenance, repairs
and upkeep. If the RPs are used on non-Subcontract work, these costs
may be allocated to the appropriate customer, provided the allocation
does not include the University. In the case of RP consumables, the
Subcontractor agrees to provide those utilized in the continuous
operation of the RPs,
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while those used in the actual processing of optics are to be properly
allocated to the price of the optics themselves.
3. Nothing in this Subcontract shall abrogate any right of the University
to withdraw Government Owned Equipment from the Subcontractor upon
reasonable notice, subject to provision for equitable adjustment that
may exist in an active University Subcontract affected by such
withdrawal on any work being performed by the Subcontractor under any
other contract or subcontract.
ARTICLE 8 - APPROVAL OF TECHNICAL DATA
If this Subcontract requires the Subcontractor to furnish any drawings,
specifications, diagrams, layouts, schematics, descriptive literature,
illustrations, schedules, performance or test data, or other technical data for
approval by the University prior to Subcontractor performance, the approval of
the data by the University shall not relieve the Subcontractor from
responsibility for any errors or omissions in such data or from responsibility
for complying with the requirements of this Subcontract, except as specified
below. Any work done prior to such approval shall be at the Subcontractor's
risk.
If the data includes any variations from the Subcontract requirements, the
Subcontractor shall describe such variations in writing at the time of
submission of the data. If the University approves any such variation(s), a
change order to the Subcontract shall be issued by the University and, if
appropriate, a bilateral modification to the Subcontract shall be negotiated.
ARTICLE 9 - ASSIGNMENT OF PERSONNEL
It is understood and agreed that the Subcontractor's key technical personnel
assigned to this work shall not be reassigned or replaced without prior
University approval, except where such circumstances are beyond the reasonable
control of the Subcontractor.
The Subcontractor shall not employ unfit or unqualified personnel in the
performance of this Subcontract. Should the University deem anyone employed on
the work incompetent or unfit for his or her duties and so inform the
Subcontractor, the Subcontractor shall remove such person from work under this
Subcontract and he or she shall not again, without permission of the University,
be assigned to work under this Subcontract.
ARTICLE 10 - GENERAL PROVISIONS
A. The clauses incorporated by reference in the attached GENERAL PROVISIONS
shall be applicable to this Subcontract based on the value of the
Subcontract, the status of the Subcontractor, and the nature and location
of the work as indicated in the GENERAL PROVISIONS. As used therein, the
term "Seller" shall mean "Subcontractor," and the terms "Purchase Order"
and "PO" shall mean "Subcontract."
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B. This Subcontract shall not involve access to or the generation of
classified information or access to "limited" or "exclusion" security
areas. Accordingly, the clauses listed in the GENERAL PROVISIONS related to
such work shall not apply.
C. This Subcontract is not for the conduct of research, development, or
demonstration (RD&D) work, or design work involving non-standard types of
construction. Accordingly, the clauses listed in the GENERAL PROVISIONS
related to such work shall not apply.
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