EXHIBIT 10.25
EXHIBIT 10.25-PURCHASE ORDER FROM LORAL FEDERAL SYSTEMS CO. DATED APRIL 26, 1996
Loral Federal Systems Company
9500 Godwin Drive
Manassas, Va. 22110
Purchase Order No. 102537
Date: 26 April 1996
Seller: Irvine Sensors Corporation Payment Terms: Net 15 Days
21 Gregory Drive
South Burlington, VT 05403
Attn: Raphael Some
1. PARTIES/TYPE OF CONTRACT
This Firm Fixed Price/Fixed Price Level Of Effort (for Task D2) order between
Loral Federal Systems Company (hereinafter referred to as Buyer) and the above-
cited Supplier (hereinafter referred to as Seller), constitutes the definitive
contract contemplated by Letter Contract Number 102357 dated 19 December 1995,
and supersedes said Letter Contract and any and all amendments thereto,
including any prior agreements between Buyer and Seller, whether oral or
written, concerning the subject matter hereof. All performance by Seller and
all payments made by Buyer under such Letter Contract shall be considered
performance and payments made under this contract. In the event of conflict
between this contract and the Letter Contract, this contract shall govern.
2. PRODUCT/SERVICES
Seller will provide articles, services and/or data as set forth in Schedule A.
In accordance with the attached Rational for Task D2, ISC shall, on a firm fixed
price level of effort and with Loral's assistance, develop and qualify a process
for Under Ball Metallurgy and Solder Ball Attach (UBM apply) to be used for
bumped cube products as specified in Loral Specification drawing number 198A455.
ISC shall notify Loral two (2) weeks prior to UBM apply (per ISC nomenclature,
the V2 step). If ISC and Loral mutually agree that the UBM apply process is
ready, ISC shall proceed with the UBM apply. If ISC and Loral mutually agree
that the UBM apply process is not ready, Loral will accept the cubes at the V2
level and direct ISC to hold the V2 level cubes (i.e. those cubes which will be
fabricated prior to UMB apply) to be shipped in place at ISC's facilities in
Burlington, VT. After joint acceptance of qualification of the UBM apply
process, the bumped product will be delivered per Loral Specification drawing
number 198A445.
3. REQUIREMENTS/DATA
This is a rated order certified for national defense use, and Seller shall
follow all requirements of the Defense Priorities and Allocations System
Regulation (15 CFR Part 350). Seller accepts said rating unless rejected in
writing within 10 days if 'DO' rating, or 5 days if 'DX' rating from the date of
order receipt.
Government Contract Number F33657-88-C-4280 DPAS Rating DX-A2
Statement of Work Number 95-W58-062
Loral Specification Number 198A455
All drawings. specifications or other documents referenced in this Purchase
Order but not attached are incorporated and made a part by this reference.
4. PERIOD OF PERFORMANCE AND/OR--DELIVERY SCHEDULE
Articles, services and/or data shall be delivered in accordance with the
delivery dates contained in Schedule A.
All articles, services and/or data shall be delivered to the following Buyer
location:
Loral Federal Systems Company
9500 Godwin Drive
Manassas, Va. 22110
A. Transportation Routing Guidelines;
1. Do not insure or declare value
2. Ship via Federal Express
3. FOB: Shipping Point
4. Transportation charges appearing on invoice must be supported by paid
freight bill or equivalent. See "Transportation' clause of attached 'LFSC
Terms and Conditions'.
B. Packing Slip
Seller shall submit a packing slip with each shipment of supplies against this
purchase Order/Release. At a minimum. the packing slip shall contain the
following information:
1) Purchase Order Number/Release Number
2) itemized list of supplies within the shipment
3) List of back-order items remaining to be delivered
4) Date of shipment
5. CONSIDERATION AND PAYMENT
BUYER'S TOTAL LIABILITY/OBLIGATION FUNDS
The total commitment of this Purchase Order is $6,289.743.00.
This Purchase Order shall be incrementally funded in accordance with the
attached Milestone Payment Schedule. The buyer's total liability shall be in
accordance with the attached Termination Liability Schedule.
initial funding in the amount of $1,772,782-00 is hereby provided for
efforts through 30 June 1996.
6. INVOICING
All invoice originals and one copy shall be submitted to the following
Loral Federal Systems Company (LFSC)
PO Box 190
Owego, NY 13827-0190
Attn: Accounts Payable
INVOICES
Each invoice . submitted for payment shall indicate complete Purchase Order
number and be set up in accordance with the line items specified in this
Purchase Order.
One copy of each invoice and all correspondence pertaining to this Purchase
Order shall be submitted to:
Loral Federal Systems Company
9500 Godwin Drive
Manassas, VA 22110
Attn: Mr. Tim J. Bart
Building: 400
Mail Stop: 044
7. TERMS- AND CONDITIONS
This Purchase Order is subject to the following terms and conditions:
7.1 Certifications and Representations
7.2 LFSC Terms and Conditions, dated 07/94
7.2.1 Article 5, "SELLER PERFORMANCE" is deleted.
7.2.2 Article 10, 'TAXES' is amended as follows;
This purchase is exempt from sales tax due to resale: Loral Federal Systems
Company Virginia account number 001617306-1.
7.2.3 Article 11, 'PRICE' add at the end if this paragraph "at
similar quantities and timeframe.
7.2.4 Article 14, 'BUYER FURNISHED DATA AND MATERIALS" begin the
third sentence with unless otherwise agreed to by LFS.
7.2.5 Article 17, "CONFIDENTIAL INFORMATION" replace in its entirety with "All
confidential information shall be handled in accordance with the LFS/ISC
Confidential Disclosure Agreement Number 365-XX".
7.2.6 Article 23, "SUBCONTRACTORS" is amended as follows:
Seller shall not subcontract the work to be performed under this PO without
Buyer's consent in writing, but Seller may purchase goods or services it
normally purchases to perform the work.
7.2.7 Article 27, "MINORITY AND WOMEN-OWNED BUSINESSES" is deleted.
7.2.8 Article 29, "TERMINATION" is deleted.
7.2.9 Article 30, "INDEMNIFICATION FOR DEFECTIVE COST OR PRICING DATA" - All
cost and pricing data to be delivered to the U.S. Government directly.
7.2-10 Article 31, "TERMINATION FOR CONVENIENCE" is amended as follows:
Buyer shall have the right to terminate this PO in whole or in part for
convenience regardless of dollar value in accordance with the provisions of FAR
52.249-2 (Fixed Price), 52.249-6 (Cost Reimbursement) or 52.249-6, Alternate IV
(Time and Material or Labor Hour) specifically incorporated herein by reference,
modified, however, by deleting (i) thereof and further modified by deleting all
references to (1) year as specified in paragraph (d) or (e), substituting
therefor the period of six (6) months.
Buyer's total liability shall be in accordance with the Seller's Termination
Liability Schedule.
7.2.11 Article 32, "TERMINATION FOR DEFAULT" - item (d) is deleted and add at
the end of the last sentence, first paragraph, "not to exceed the amount
invoiced to date under this PO'.
7.2.12 Article 35, "RESIDENCE OF PERSONNEL" is deleted.
7.2.13 Article 37, 'QUALITY ASSURANCE' add as a second paragraph:
Loral will limit visits to Irvine to three (3) per quarter unless Loral feels
Irvine is experiencing
production and/or delivery problems.
8. SPECIAL PROVISIONS
The following special provisions shall apply to this Purchase Order.
8.1 QUALITY CONTROL SYSTEM
(a) In accordance with the specification referenced in Paragraph 3,
Subcontractor shall provide and maintain a quality control system acceptable
to the Government and LFS-M for the supplies covered in this subcontract.
Subcontractor shall similarly require its subcontractors to provide and
maintain a quality control system acceptable to Subcontractor where
applicable.
(b) Subcontractor's quality control system will be subject to periodic audits by
representatives of LFS-M's Product Assurance organization. Such audits
shall not exceed I per year unless LFS and ISC agree that significant
quality problems exist.
8.2 APPROVALS BY LFS-M
Unless expressly stipulated elsewhere in this subcontract as being excepted from
this provision, wherever this subcontract provides for submittal of designs,
components, materials, processes, or other items for approval of LFS-M or other
authorized LFS-M representative, such approvals shall not be construed as a
complete check as to the adequacy of said design, materials, processes,
components or items, nor as an agreement that the design, materials processes,
components or items will meet the requirements of this subcontract. Such
approvals are for the purpose of insuring LFS-M knowledge of Subcontractor's
plans and progress and will indicate only that Subcontractor's general approach
toward meeting contractual requirements is satisfactory. Such approvals shall
in no way relieve Subcontractor of the responsibility for any error or
deficiency which may exist in the submitted design, component materials,
processes, or other item, and Subcontractor shall be responsible for meeting all
the requirements of this subcontract.
8.4 DELIVERY - ADVANCE MANUFACTURING OR PROCUREMENT
Delivery according to schedule is a major condition of this subcontract.
Subcontractor shall not, without LFS-M's prior written consent, manufacture or
procure materials in advance of Subcontractor's normal flow time or deliver in
advance of schedule. In the event of termination or change, no claim will be
allowed for any such manufacture or procurement in advance of subcontractor's
normal flow time unless there has been prior written consent to LFS-M. Unless
advance shipment has been authorized in writing by LFS-M. LFS-M may return,
shipping charges collect, all articles received in advance of schedule.
The subcontractor may with forty-five (45) day notice and with Loral written
approval, advance the production schedule to provide for early material
acquisition, fabrication and delivery. Loral shall provide ISC written approval
or disapproval within fifteen (15) days after receipt of ISC's notice.
8.4 RETENTION OF-RIGHTS AND INTEREST
LFS-M hereby retains all of its rights, title and interest in and to all
information, data, designs and inventions furnished by LFS-M to Subcontractor
for the purpose of assisting Subcontractor (i) in the performance of the
subcontract or (ii) in the submission of a bid by Subcontractor for such
performance, whether furnished prior to, or after acceptance of, this
subcontract. None of such information, data, designs and inventions shall be
reproduced or used by Subcontractor, except in the performance of this
subcontract, or disclosed by Subcontractors to others without the consent of
LFS-M. Upon completion of performance hereunder, all such information, data,
designs and inventions shall be promptly returned by Subcontractor to LFS-M.
8.5 SAFETY AND ACCIDENT PREVENTION
(a) in performing any work under this subcontract on premises which are under
the direct control of the Government, Subcontractor shall, and shall require
its lower-tier subcontractors to (i) conform to all safety rules and
requirements prescribed by the cognizant Government Agency,
as in effect on the date of this subcontract and (ii) take such additional
precautions as LFS-M or the Government may reasonably require for safety and
accident prevention purposes. Subcontractor agrees to take all reasonable
steps and precautions to prevent accidents and preserve the life and health
of personnel performing or in any way coming in contact with the performance
of this subcontract on such premises.
(b) In performing work under this subcontract on LFS-M-owned or LFS-M-controlled
premises, Subcontractor shall, and shall require its lower tier
subcontractors to conform to the safety and health regulations of applicable
Federal, State and local Occupational Safety and Health Agencies as well as
those of LFS-M.
(c) Any violation of safety rules and regulations affecting work described in
(a) and (b) above which results in injury or death or which endangers life
or health of personnel shall be grounds for termination for default of this
subcontract.
(d) This subcontract will be equitably adjusted under the Changes Clause if
changes in safety regulations or requirements affecting work described in
(a) and (b) above occurring after the date of this subcontract affect costs,
delivery or other provisions of this subcontract.
8.6 PAYMENT AND INVOICE
(a) Subcontractor shall be paid for performance hereunder upon submission of
proper invoices or vouchers, the price stipulated herein for supplies
delivered and accepted or services rendered and accepted, less applicable
deductions, if any. Unless otherwise specified, payment will be made upon
delivery of any, portion of the work delivered or rendered for which a price
is separately stated in this subcontract. Each invoice submitted shall
indicate complete Purchase Order Number and be set up in accordance with the
line items specified in the Purchase order.
(b) Each invoice submitted by Subcontractor hereunder shall bear the following
certification signed by an officer or other. Authorized representative:
'I hereby certify that the payment herein requested is just and correct, and
that payment of the sum herein specified has not been received.
(c) Indication of any assignment of claim and of any further assignment thereof
together with the name(s) of such assignee(s) shall be made on all vouchers
or invoices submitted.
(d) The original and two copies of all invoices, certified by an official of
Subcontractor authorized by it to certify such statements, shall be
submitted for approval to the following!
Loral Federal Systems Company
P.O. Box 190
Owego, NY 13827-0190
Attn: Accounts Payable
At the same time, an additional copy shall be submitted to the LFS-M authorized
representative designated in the subcontract.
8.7 CERTIFICATION OF REQUESTS FOR ADJUSTMENT OR RELIEF EXCEEDING $100K
(a) If LFS-M submits to the Government any contract claim, request for equitable
adjustment to contract terms, request for relief under Public Law 85-804, or
other similar request exceeding $100,000 and such claim or request includes
or is based upon a claim or request exceeding $100,000 made by Subcontractor
to LFS-M, Subcontractor shall , at the request of LFS-M, submit the
following certificate executed by a company official in charge at
Subcontractor's plant or location involved:
"I certify that the claim is made in good faith, that the supporting data
are accurate and complete to the best of my knowledge and belief; and that
the amount requested accurately reflects the subcontract adjustment for
which the Subcontractor believes LFS-M is liable.',
(b) In conjunction with the certification in paragraph (a), Subcontractor shall
provide full disclosure
of all relevant facts, including cost and pricing data.
(c) Subcontractor hereby agrees to defend, indemnify and hold harmless LFS-M,
its directors, officers, employees, agents and servants,, from and against
any claim, suit, loss, cost, damage or expense (including attorneys' fees)
arising out of, in connection with, or as a result of any claim or request
certified by
Subcontractor under this clause is fraudulent, overstated. or in violation
of any law or regulation.
(d) The rights and obligations provided herein shall survive termination,
completion, and final payment of this subcontract.
8.8 RESPONSIBILITY FOR SUPPLIES
Except as otherwise provided in this subcontract, Subcontractor shall (i) be
responsible for the supplies covered by this subcontract until they are
delivered at the designated delivery point, regardless of the point of
inspection; (ii) be responsible after delivery to LFS-H at the designated point
and prior to acceptance by LFS-M or rejection and giving notice thereof by LFS-
M, except that LFS-M shall be responsible for the loss or destruction of, or
damage to, the supplies only if such loss, destruction, or damage results from
the negligence of officers, agents, or employees of LFS-M, acting within the
scope of their employment; and (iii) bear all risk as to rejected supplies after
notice of rejection, except that LFS-M shall be responsible for the loss or
destruction of, or damage to the supplies only of such loss, destruction or
damage results from the gross negligence of officers, agents, or employees of
LFS-M acting within the scope of their employment.
8.9 WARRANTY
Subcontractor warrants that at the time of delivery thereof the supplies
provided for under this subcontract will be free of defects in material or
workmanship and will conform to the requirements of this subcontract. Notice of
any such defect or nonconformance shall be given by LFS-K to Subcontractor
within one year of the delivery of the defective or nonconforming supplies. If
required by LFS-M within a reasonable tin* after such notice, Subcontractor
shall with all possible speed correct or replace the defective or nonconforming
supplies or part thereof. When such correction or replacement requires
transportation of the supplies or part thereof, shipping costs, not exceeding
usual charges from the delivery point to Subcontractor's plant and return, shall
be borne by Subcontractor; LFS-M shall bear all other shipping costs. This
warranty shall then continue as to corrected or replaced supplies, or, if only
parts of such supplies are corrected or replaced, to such corrected or replaced
parts, until one year after the date of redelivery.
If LFS-M does not require correction or replacement of defective or
nonconforming supplies, Subcontractor, if required by LFS-M within a reasonable
time after notice of defect or nonconformance, shall limit any rights of LFS-M
under the Inspection Clause, including, but not limited to, the right thereunder
to require correction or replacement of supplies, at any time, on account of
latent defects, fraud, or, gross mistakes as amount to fraud.
8.10 SELLER MAINTAIN COMPLETE AND ACCURATE-ACCOUNTING
Applicable to the Fixed Price Level of Effort (Task D2) portion of this purchase
order, Seller shall maintain complete and accurate accounting records, in a form
consistent with standard accounting practices, to substantiate Seller's charges
hereunder. Such records shall include payroll records, records supporting
direct labor hours and material charges, job time cards. attendance cards and
job summaries. Seller shall retain such records for one (1) year from the date
of final payment hereunder or four (4) years if this order is placed under a
Government contract. Loral Federal Systems shall have access to such records
for the purposes of audit during normal business hours for the term of this
order and during the respective periods in which Seller is required to maintain
such records as herein provided.
9. ORDER OF PRECEDENCE
In the event of an inconsistency in this Purchase Order, unless other-wise
provided herein, the inconsistency shall be resolved by giving precedence in the
following order.
a) Purchase Order Including Special Provisions
b) LFS Terms and Conditions
c) Statement of Work
d) Specifications
e) Subcontract Data Requirements List
f) All other documents
10. ACCEPTANCE
This Purchase Order is the entire agreement between Buyer and Seller- It
supersedes all prior agreements, oral or written and all other communications
relating to the subject matter of this Purchase Order.
Any items contained in Seller invoices, acknowledgments, shipping instructions
or other forms that are inconsistent with or different from this Purchase Order
shall be void and of no effect.
This Purchase Order is executed in duplicate originals as of the date specified
on page one.
Please sign and return this Purchase Order to Buyer within ten (10) working days
after receipt.
LFS Seller: IRVINE SENSORS CORPORATION
By: Tim J. Bart By:
Title: Subcontract Administrator Title:
Date: Date: