EXHIBIT 10.8
CORPERATE
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AWARD/CONTRACT THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES
UNDER DPAS (15 CFR 350) DO 1 34
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CONTRACT (Proc.Inst.Ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
N39998-00-C-0818 0151-00
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ISSUED BY CODE N39998 6. ADMINISTERED BY (If other than Item 5) CODE N39998
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Office of Special Technology See Blk #6 Ser: ___________________
10530 Riverview Road
Fort. Washington, Md. 20744 Approved as to form
and legality: DBH
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NAME AND ADDRESS OF CONTRACTOR (No, street, city, county, State and ZIP Code) 8. DELIVERY
Irvine Sensors [_] FOB ORIGIN [X] OTHER (See below)
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001 Redhill Avenue, #3 9. DISCOUNT FOR PROMPT PAYMENT
Costa Mesa, CA 92626
See Section G
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10. SUBMIT INVOICES ITEM
(4 copies unless other-
wise specified) TO THE
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CODE FACILITY CODE ADDRESS SHOWN IN: See Section G
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1. SHIP TO/MARK FOR CODE N39998 12. PAYMENT WILL BE MADE BY CODE N39998
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See Section D See Section G
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13. AUTHORITY FOR USING OTHER THAN FULL, AND OPEN COMPETI- 14. ACCOUNTING AND APPROPRIATION DATA
TION:
[X] 10 U.S.C. 2304 (c) ( ) [_] 41 U.S.C. 253 (C) ( )
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15A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT
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0001 3D Imager
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15G. TOTAL AMOUNT OF CONTRACT $ 3,045,096.00
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16. TABLE OF CONTENTS
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(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)
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PART I - THE SCHEDULE PART II - CONTRACT CLAUSES
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X A SOLICITATION/CONTRACT FORM X I CONTRACT CLAUSES
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X B SUPPLIES OR SERVICES AND PRICES/COSTS PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
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X C DESCRIPTION/SPECS./WORK STATEMENT X J LIST OF ATTACHMENTS
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X D PACKAGING AND MARKING PART IV - REPRESENTATIONS AND INSTRUCTIONS
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X E INSPECTION AND ACCEPTANCE K REPRESENTATIONS, CERTIFICATIONS AND
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X F DELIVERIES OR PERFORMANCE OTHER STATEMENTS OF OFFERORS
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X G CONTRACT ADMINISTRATION DATA L INSTRS., CONDS., AND NOTICES TO OFFERORS
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X H SPECIAL CONTRACT REQUIREMENTS M EVALUATION FACTORS FOR AWARD
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CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
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17. [X] CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is re- 18. [_] AWARD (Contractor is not required to sign this
quired to sign this document and return 2 copies to document.) Your offer on Solicitation Number________________.
issuing office.) Contractor agrees to furnish and including the additions or changes made by you which additions
deliver all items or perform all the services set forth or changes are set forth in full above, is hereby accepted as
or otherwise identified above and on any continuation to items listed above and on any continuation sheets. This
sheets for the consideration stated herein. The rights award consummates the contract which consists of the
and obligations of the parties to this contract shall following documents: (a) the Government's solicitation and
be subject to and governed by the following documents: (a) your offer, and (b) this award/contract. No further contractual
this award/contract, (b) the solicitation, if any, document is necessary.
and (c) such provisions, representations,
certifications, and specifications, as are attached or
incorporated by reference herein. (Attachments are
listed herein.)
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19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME OF CONTRACTING OFFICER
JOHN J. STUART, JR. Darlene Abel
SR. VICE PRESIDENT CONTRACTING OFFICER
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19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA 20C. DATE SIGNED
BY /s/ John J. Stuart, Jr. 31AUG00 BY /s/ Darlene M Abel 8/31/00
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(Signature of person authorized to sign) (Signature of Contracting Officer)
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NSN 7540-01-152-8069 26-107 STANDARD FORM 26 (REV. 4-B5)
PREVIOUS EDITION UNUSUABLE Prescribed by GSA
FAR (48 CFR) B3.214 (a)
SECTION B: SUPPLIES/SERVICES AND PRICES/COSTS
Item Description Amount
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0001 Development of $1,192,006
3D Imaging Sensors
(Phase I)
Cost Sharing Agreement Cost to Government
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Total Estimated Cost: $1,338,018 Total Estimated Cost: $1,068,980
FCCM: $ 53,704 FCCM: $ 42,906
Fixed Fee: $ 100,284 Fixed Fee: $ 80,120
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CPFF: $1,492,006 CPFF: $1,192,006
Irvine Cost Share: $ 300,000
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Total Cost to Government: $1,192,006
0002 Data in Support NSP
of Item 0001
PAYMENT OF FIXED FEE: The Government shall make payments on account of the
fixed fee equal to 7.495% of the amount of each invoice (less FCCM) submitted by
the contractor under the Clauses entitled "Allowable Cost and Payment," FAR
52.216-7 and "Fixed Fee," 52.216-8 of the General Clauses hereto, subject to the
withholding provisions of paragraph (b) of FAR 52.216-8; provided that the total
of all such payments shall not exceed 85 percent of the fixed fee. Any balance
of fixed fee shall be paid to the contractor or any overpayment of fixed fee
shall be refunded by the contractor or credited to the Government at the time of
final payment.
OPTION ITEMS
Item Description Amount
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0003 Development of $1,853,090
3D Imaging Sensors
(Phase II)
Cost Sharing Agreement Cost to Government
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Total Estimated Cost: $2,065,743 Total Estimated Cost: $1,662,119
FCCM: $ 82,086 FCCM: $ 66,047
Fixed Fee: $ 155,261 Fixed Fee: $ 124,925
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CPFF: $2,303,090 CPFF: $1,853,090
Irvine Cost Share: $ 450,000
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Total Cost to Government: $1,853,090
0004 Data in Support NSP
of Item 0003
PAYMENT OF FIXED FEE: The Government shall make payments on account of the
fixed fee equal to 7.516% of the amount of each invoice (less FCCM) submitted by
the contractor under the Clauses entitled "Allowable Cost and Payment," FAR
52.216-7 and "Fixed Fee," 52.216-8 of the General Clauses hereto, subject to the
withholding provisions of paragraph (b) of FAR 52.216-8; provided that the total
of all such payments shall not exceed 85 percent of the fixed fee. Any balance
of fixed fee shall be paid to the contractor or any overpayment of fixed fee
shall be refunded by the contractor or credited to the Government at the time of
final payment.
SECTION C: DESCRIPTION/WORK STATEMENT
Items 0001-0004: Shall be performed in accordance with the Statement of
Work, attachment II, hereto.
SECTION D: PACKAGING/MARKING
All deliverables shall be sent to the Office of Special Technology (OST) at the
following address unless otherwise noted:
Office of Special Technology
10530 Riverview Road
Fort Washington, MD 20744-5821
SECTION E: INSPECTION/ACCEPTANCE
Inspection and acceptance for all deliverables under this contract shall be
performed by the Contracting Officer's Representative (COR) or his duly
appointed Government representative at the address stated in Section D.
SECTION F: DELIVERIES/PERFORMANCE
The period of performance for Items 0001-0002 (Phase I) is from date of contract
award through 12 months.
The period of performance for Items 0003-0004 (Phase II) is from date of option
exercise date through 18 months.
SECTION G: CONTRACT ADMINISTRATION
G-1 Contract Administration
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Purchasing Office Representative Mark Mehler
(301)203-2659
Contracting Officer Representative Sylvia Morales
(301)203-2636
Contractor Representative Gail Lafferry
(714)444-8712
G-2 Invoicing and Paving Instructions
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a. Attention should be directed to FAR 52.232-25 entitled "Prompted Payment,"
which is incorporated into this contract by the applicable general
provision in Section I herein.
b. The contractor shall submit proper invoices/vouchers on Standard Form (SF)
1034 Public Voucher. An original and one (1) copy is required. All vouchers
shall be submitted to the Contracting Officer at the following address:
Office of Special Technology
10530 Riverview Road
Fort Washington, MD 20744
c. Any invoices/vouchers that do not conform to the above mentioned
specifications will be returned to the contractor for corrections.
Payment will only be made on properly submitted invoices/vouchers.
d. The Contracting Office will forward the original, approved voucher to
the following address for payment:
Navy Systems Management Activity
1931 Jefferson Davis Highway, Suite 802 (S. Casteel)
Arlington, VA 22202
G-3 Administrative Procedures Relating to Electronic Funds Transfer
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Payment Methods
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(U) Electronic Funds Transfer (EFT) is available under the proposed contract.
It is required that your financial institution be a participating member of
the National Automated Clearing House Association.
(U) It is the responsibility of the payee to authorize the payers to forward
payments in accordance with EFT methods. This authorization must be
communicated in writing via the SF 3881, Payment Information Form; the
Automated Clearing House (ACH) Vendor Payment System form will be provided
for use in enrolling in the program upon award. We have filled in the
Agency Information Section of the form. It will be necessary to complete
the Financial Institution section. In addition to the signature/title of
your bank representative, please the ACH form notarized by the bank. This
will avoid delays in processing payments. If you already have and ACH form
on file for another of this Contracting Activity's contracts, a letter
signed by the Authorized official on the SF 3881 identifying the new
contract number will suffice. The forms or letters should be mailed to the
address shown below;
Navy Systems Management Activity
1931 Jefferson Davis Highway, Suite 802 (S. Casteel)
Arlington, VA 22202
(U) To assist your company in identifying its payments, an addendum record will
be included with each payment issued to your bank. An addendum contains
accounting or payment information (e.g. invoice number, discount terms).
You and your bank should agree how and when the addendum information will
be provided to your company. We will use the CTX ACH payment format to
transmit your payments and addenda records to your bank.
G-4 Accounting and Appropriation Data
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See Attachment I
G-5 Contracting Officer's Representative (252,201-7000) DEC 91
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(a) (U) Definition: Contracting Officer's Representative means an individual
designated in accordance with subsection 201,602-2 of the Defense Federal
Acquisition Regulation Supplement and authorized in writing by the
contracting officer to perform specific technical or administrative
functions.
(b) (U) If the Contracting Officer designates a contracting officer
representative (COR), the Contractor will receive a copy of the written
designation. It will specify the extent of the COR's authority to act on
behalf of the contracting officer. The COR is not authorized to make any
commitments or changes that will affect price, quality, quantity, delivery,
or any other term or condition of the contract.
SECTION H: SPECIAL CONTRACT REQUIREMENTS
H-1 Contracting Officer Authority
H-2 Availability of Funds
H-3 Estimated Cost and Cost Sharing
H-4 Allotment of Funds
H-1 Contracting Officer Authority (Jun 1994) (FAC 5252,201-9300)
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In no event shall any understanding or agreement between the Contractor and any
Government employee other than the Contracting Officer on any contract,
modification, change order, letter or verbal direction to the Contractor be
effective or binding upon the Government. All such actions must be formalized by
a proper contractual document executed by an appointed Contracting Officer. The
Contractor is hereby put on notice that in the event a Government employee other
than the Contracting Officer directs a change in the work to be performed or
increases the scope of the work to be performed, it is the Contractor's
responsibility to make an inquiry of the Contracting Officer before making the
deviation. Payments will not be made without being authorized by an appointed
Contracting Officer with the legal authority to bind the Government.
H-2 Availability Of Funds (APR 1984) (FAR 52,232-18)
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Funds are not presently available for this contract. The Government's obligation
under this contract is contingent upon the availability of appropriated funds
from which payment for contract purposes can be made. No legal liability on the
part of the Government for any payment may arise until funds are made available
to the Contracting Officer for this contract and until the Contractor receives
notice of such availability, to be confirmed in writing by the Contracting
Officer.
H-3 Estimated Cost and Cost Sharing (NFS 18-52.216-73) (DEC. 1991)
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a. It is estimated that the total cost of performing the work under this
contract will be $1,492,006 for Phase I and $2,303,090 for Phase II.
b. For performance of the work under this contract, the Contractor shall
be reimbursed for not more than 79.893% for Phase I and 80.461% for
Phase II of the costs of performance determined to be allowable under
the Allowable Cost and Payment clause. The remaining 20.107% for Phase
I and 19.539% for Phase II or more of the costs of performance so
determined shall constitute the Contractor's share for which it will
not be reimbursed by the Government.
c. For purposes of the Limitation of Funds clause, the total estimated
cost to the Government is hereby established as $1,192,606 for Phase I
and $1,853,090 for Phase II; this amount is the maximum cost for which
the Government is obligated.
d. The Contractor shall maintain records of all contract costs claimed by
the Contractor as constituting part of its share. Those records shall
be subject to audit by the Government. Cost contributed by the
Contractor shall not be charged to the Government under any other
grant, contract, or agreement (including allocation to other grants,
contracts or agreements as part of an independent research and
development program).
H-4 Allotment of Funds (S-89 JAN) SPA 5252.232-9200
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a. This contract is incrementally funded with respect to both cost and fee.
b. The amounts presently available and allotted to this contract for payment of
fee, as provided in the Section I clause of this contract entitled "Fixed Fee",
are as follows;
Items Allotted to Fixed Fee
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0001 $2966
c. The amounts presently available and allotted to this contract for payment of
cost, subject to the Section I, "Limitation of Funds" clause, the items covered
thereby and the period of performance which it is estimated the allotted amount
will cover are as follows:
Items Allotted to Cost
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0001 $41.163
d. The parties contemplate that the Government will allot additional amounts to
this contracts from time to time by unilateral contract modification, and any
such modification shall state separately the amounts allotted for cost and for
fee, the items covered thereby, and the period of performance the amounts are
expected to cover.
License Agreement for a Non-Standard
License to Possess and Use Technical Data
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The parties hereby agree as follows:
1. Definitions: The following items shall have the meanings specified below.
a. U.S. Government - The United States Government
b. Government Contract - U.S. Government Contract No. N39998-00-C-0818.
c. Contractor - Irvine Sensors Corp.
d. Technical Data - Technical data as defined in Department of Defense
Federal Acquisition Regulations Supplement (DFARS) 252,227-7013.
2. The Contract agrees that in exchange for consideration negotiated as part
of the Government Contract's estimated cost and fixed fee, the U.S.
Government shall have unlimited rights to all technical data (as that term
is defined in DFARS 252,227-7013) delivered under the Government Contract
including data developed under Contract Line Item Number 0001 and Option
Contract Line Item Number 0003 (if and to the extent exercised) under a
cost-sharing agreement.
3. Any modifications to this agreement shall not be effective unless the same
are by mutually agreed to the U.S. Government and the Contractor.
4. This specifically negotiated license rights agreement shall be incorporated
as an Attachment to the Government Contract. The Contractor is hereby
agreeing to provide unlimited rights in all Technical Data delivered under
the contract. The rights granted by this License Agreement shall replace
and supercede in their entirety any Contractor rights that would have been
created in the technical data by any clause or specification contained in
the Government Contract, including without limitation, clauses entitled
"Rights in Technical Data-Noncommercial Items," "Rights in Noncommercial
Computer Software and Noncommercial Software Documentation." "Technical
Data," "Rights in Bid or Proposal Information," or "Deferred Ordering of
Technical Data or Computer Software."
/s/ Darlene M. Abel /s/ [ILLEGIBLE]
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Darlene Abel [Name of Contractor Signatory]
Procuring Contracting Officer [Position] Chief Financial Officer
Office of Special Technology Irvine Sensors Corp.
Date: Date: 31 August 2000