Government Contract MDA972-03-C-0052 dated April 21, 2003


  EXHIBIT 10.4
 

	  AWARD/CONTRACT
 	  1. THIS CONTRACT IS A RATED ORDER
 UNDER DPAS (15 CFR 350)
 	  RATING
      DO-C9
 	  PAGE OF PAGES
 
	          1              15   
 




	  2. CONTRACT  (Proc. Inst. Ident.) NO.
MDA972-03-C-0052
 	  3. EFFECTIVE DATE
           April 21, 2003
 	  4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
 

 

	 5. ISSUED BY 
DARPA
CMO
ATTN: ALGERIA K. TATE
3701 NORTH FAIRFAX DRIVE
ARLINGTON VA 22203-1714
 	 CODE  
 	 HR0011 
 	 6. ADMINISTERED BY  (If other than Item 5)
 DCMA SANTA ANA
 34 CIVIC CENTER PLAZA RM 813A
 SANTA ANA CA 92701
 	 CODE  
 	 S0513A 
 

 

	  7. NAME AND ADDRESS OF CONTRACTOR           (No., street, city, county, state
                                        
                                        
         and zip code)
 	   
 	  8. DELIVERY
     o FOB
ORIGIN           x OTHER (See below)
 
	  IRVINE SENSORS CORPORATION
 	   
 	 
 
	  3001 REDHILL AVE BLDG 3-108
 	   
 	  9. DISCOUNT FOR PROMPT PAYMENT
 
	  COSTA MESA CA 92626-4526
 	   
 	     None
 
	  
 	   
 	 
 
	   
 	   
 	  10. SUBMIT INVOICES     3
 	  ITEM
 
	   
 	   
 	  (4 copies unless otherwise specified)
 	  
 
	   
 	   
 	  TO THE ADDRESS
 	            Section G
 
	  CODE     54266
 	  FACILITY CODE
 	   
 	  SHOWN IN:
 	  
 
					

 

	  11. SHIP TO/MARK FOR
  DARPA
 DR. RONALD J. REPKA
 ATTN: TACTICAL TECHNOLOGY
OFFICE
 3701 NORTH FAIRFAX DRIVE
 ARLINGTON VA 22203-1714
 	  CODE 
 	  HR0011
 	  12. PAYMENT WILL BE MADE BY
 DFAS COLUMBUS CENTER
 WEST ENTITLEMENT OPERATIONS
 P.O. BOX 182381
 COLUMBUS OH
43218-2381
 	  CODE  
 	  HQ0339
 

 

	  13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:
  x  10 U.S.C. 2304(c) (1)      o 41 U.S.C. 253(c)(     )
 	   
 	  14. ACCOUNTING AND APPROPRIATION DATA

 See Schedule
 

 

	  15A. ITEM NO.
 	  15B. SUPPLIES/SERVICES
 	  15C. QUANTITY
 	  15D.UNIT
 	  15E. UNIT PRICE
 	  15F. AMOUNT
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	 SEE SCHEDULE
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 
	 
 	 
 	 
 	 
 	 
 	 
 
	  
 	  
 	 15G. TOTAL AMOUNT OF CONTRACT
 	 $3,053,914
 

 

	 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
 	    11
 
	 
 	 
 	 
 	 
 	 
 	 
 	 
 	 
 
	 x
 	  B
 	  SUPPLIES OR SERVICES AND PRICES/ COSTS
 	    2
 	  PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
 
	 
 	 
 	 
 	 
 	 
 	 
 	 
 	 
 
	 x
 	  C
 	  DESCRIPTION/ SPECS./ WORK STATEMENT
 	    2
 	  x
 	  J
 	  LIST OF ATTACHMENTS
 	    15
 
	 
 	 
 	 
 	 
 	 
 	 
 	 
 	 
 
	  x
 	  D
 	  PACKAGING AND MARKING
 	    4
 	  PART IV – REPRESENTATIONS AND INSTRUCTIONS
 
	 
 	 
 	 
 	 
 	 
 	 
 	 
 	 
 
	 x
 	  E
 	  INSPECTION AND ACCEPTANCE
 	    4
 	  
 	  K
 	  REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS
 	  
 
	 
 	 
 	 
 	 
 
	 x
 	  F
 	  DELIVERIES OR PERFORMANCE
 	    4
 
	 
 	 
 	 
 	 
 	 
 	 
 	 
 	 
 
	  x
 	  G
 	  CONTRACT ADMINISTRATION DATA
 	    6
 	  
 	  L
 	  INSTRS., CONDS., AND NOTICES TO OFFERORS
 	   
 
	 
 	 
 	 
 	 
 	 
 	 
 	 
 	 
 
	 x
 	  H
 	  SPECIAL CONTRACT REQUIREMENTS
 	    8
 	  
 	  M
 	  EVALUATION FACTORS FOR AWARD
 	   
 
	 
 	 
 	 
 	 
 	 
 	 
 	 
 	 
 
	 CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
 

 

	  17.  x  CONTRACTOR’S NEGOTIATED
AGREEMENT.          Contractor is required to sign this document and return 2      copies to issuing 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 stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following
documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein.
 (Attachments are listed
herein.)
 	   
 	  18.  o  AWARD (Contractor is not required to sign this
document.)     Your offer on Solicitation Number _____________________________________________________ including the additions or changes made by you which additions or changes are set forth in full above, is hereby
accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government’s solicitation and your offer, and (b) this award/contract. No further
contractual document is necessary.  
 
	 
 	 
 	 
 
	 19A. NAME AND TITLE OF SIGNER          (Type or print)
 	  
 	  20A. NAME AND TITLE OF CONTRACTING OFFICER
 
	   
 	  
 	   
 
	  [ILLEGIBLE]
 	   
 	  Algeria K. Tate
 
	 
 	 
 	 
 
	  19B. NAME OF CONTRACTOR
 	  19C. DATE SIGNED
 	   
 	  20B. UNITED STATES OF AMERICA
 	  20C. DATE SIGNED
 
	  
 	   
 	   
 	   
 	   
 
	  BY
 	  /s/ [ILLEGIBLE]
 	  4/15/03
 	   
 	  BY
 	  /s/ ALGERIA K. TATE
 	  4/21/2003
 
	   
 	 
 	   
 	   
 	   
 	 
 	   
 
	   
 	  (signature of person authorized to sign)
 	   
 	   
 	   
 	  (Signature of Contracting Officer)
 	   
 

 

	 NSN 7540-01-152-8069
 	 26-107
 	 STANDARD FORM 26 (REV. 4-8)
 
	  
 	  
 	  
 
	 PREVIOUS EDITION UNUSABLE
 	 GPO 1985 O - 469-794
 	 Prescribed by GSA
 FAR (48 CFR) 53.214(a)
 







  MDA972-03-C-0052
 Page 2 of 15
  SECTION B
Supplies or Services and Prices 

	  CONTRACT 
 LINE ITEM 
 NUMBER
 	  
 	  SUPPLIES/SERVICES
 	  
 	  ESTIMATED 
 COST
 	  
 	  FIXED
 FEE
 	  
 	  TOTAL EST. 
 COST PLUS 
 FIXED FEE
 	  
 
	 
 	  
 	 
 	   
 	 
 	   
 	 
 	   
 	 
 	   
 
	  0001
 	   
 	  The Contractor shall perform Wearable Data Recorder effort in support of Varuna Program in accordance with the Statement of Work incorporated herein by reference

	   
 	  $
 	  2,849,917.00
 	   
 	  $
 	  203,997.00
 	   
 	  $
 	  3,053,914.00
 	   
 
	  
 	   
 	  PURCHASE REQUEST NUMBER P624/00/01
 	   
 	   
 	  
 	   
 	   
 	  
 	   
 	   
 	  
 	   
 
	   
 	   
 	  ACRN AB Funded Amount:  $94,000.00 
 ACRN AA Funded Amount:  $2,655,000.00
 	   
 	   
 	  
 	   
 	   
 	  
 	   
 	   
 	  
 	   
 
	 0002
 	   
 	  Reports and Data and Other Deliverables in accordance with Section C-2
 	   
 	   
 	  *NSP
 	   
 	   
 	  *NSP
 	   
 	   
 	  *NSP
 	   
 
	  TOTAL CONTRACT CONSIDERATION:
 	   
 	  $
 	  2,849,917.00
 	   
 	  $
 	  203,997.00
 	   
 	  $
 	  3,053,914.00
 	   
 

 *NSP = Not Separately Priced  SECTION C Descriptions and
Specifications 
  C-1     Scope of Work
             (a)  The Contractor shall furnish the necessary personnel, materials, facilities and other services as may be required to perform Contract Line Items
(CLINs) 0001 and 0002, in accordance with the Contractor’s technical proposal entitled, “Wearable Data Recorder,” reference number 2002-056 and 2002-056, Rev. 001.  Specifically, the Contractor shall design, develop and
demonstrate a miniature audio recorder system according to the Statement of Work which is incorporated herein and made part of the contract by reference.  Copies of the Contractor’s technical proposal and Statement of Work are in
possession of both parties.
             (b)  In the event of an inconsistency between the provisions of this contract and the
technical proposal, the inconsistency shall be resolved by giving precedence in the following order:  (1) the contract, (2) the attachments to the contract, and then (3) the technical proposal.
  C-2     Deliverables
              (a)  The Contractor shall submit the
following reports and data and other deliverables in accordance with the delivery schedule set forth in Section F.

	                           1.  MONTHLY
R&D PROGRESS, STATUS AND MANAGEMENT REPORT.
 
	  
 	   
 	   
 	   
 
	   
 	  This brief narrative shall contain the following:
 
	   
 	  •
 	  For first report only:  the date work actually started.
 
	   
 	  •
 	  Brief description of progress during the reporting period.
 
	   
 	  •
 	  Planned activities and milestones for next reporting period.
 
	   
 	  •
 	  Description of any major items of experimental or special equipment purchased or constructed during the reporting period.
 
	   
 	  •
 	  Notification of any changes in key personnel associated with the contract during the reporting period.
 







  MDA972-03-C-0052
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 	  •
 	  Summary of substantive information derived from noteworthy trips, meetings, and special conferences held in connection with the contract during the reporting period.


	   
 	  •
 	  Summary of all problems or areas of concern.
 
	   
 	  •
 	  Summary of subcontractor(s) progress, interactions, noteworthy accomplishments.
 
	   
 	  •
 	  Related accomplishments since last report.
 
	   
 	  •
 	  Fiscal status to include reporting of summary level financial data in the following format:
 

  MONTHLY
FINANCIAL REPORT
 PROGRAM FINANCIAL STATUS

	  WORK BREAKDOWN
 	  CUMULATIVE TO DATE
 	  AT COMPLETION
 
	  STRUCTURE OR 
 TASK ELEMENT
 	  PLANNED 
 EXPEND
 	  ACTUAL 
 EXPEND
 	  % 
 COMPL
 	  BAC*
 	  LRE*
 	  REMARKS
 
	  
 
	 
 
	   
 	   
 	   
 	   
 	   
 	   
 	   
 
	 
 
	   
 	   
 	   
 	   
 	   
 	   
 	   
 
	 
 
	  Subtotal 
 	   
 
	   
 	 
 
	 Management Reserve or 
 	   
 
	   
 	 
 
	  Unallocated Resources 
 	   
 	   
 	   
 	   
 	   
 	   
 
	  
 	 
 
	  TOTAL 
 	   
 	   
 	   
 	   
 	   
 	   
 
	  
 	 
 
											

  *Budget At Completion (BAC) changes only with the amount of any scope changes (not affected by underrun/overrun)
  ** Latest
Revised Estimate (LRE)
                      2.  CONCEPT REVIEW (CR), PRELIMINARY
DESIGN REVIEW (PDR), CRITICAL DESIGN REVIEW (CDR), AND OTHER TECHNICAL/TEST REVIEWS.  The Contractor shall conduct the Concept Review, Preliminary Design Review, Critical Design Review, and other technical/test reviews according to Section
F-2 of the contract.  All presentation materials and review documentation packages shall also be provided to the Government.  Contractor’s format is acceptable.
                      3.  TEST REPORTS AND PROTOTYPE DEVICES.  The Contractor shall deliver breadboard
hardware test report to the Government within fourteen (14) days after the Preliminary Design Review.  The Contractor shall also deliver two (2) prototype devices - special purpose audio recorders, and a prototype hardware test report upon
completion of the contract.
                     4.  FINAL REPORT.  The
report shall provide a comprehensive summary of the entire research effort at the end of the contract, referencing (where applicable) previously submitted monthly status and financial reports, and interim reports (if any) and program reviews. 
Contractor format is acceptable.

	   
 	   
 	  The Final Report summary shall include:
 
	   
 	   
 	  •
 	  Task Objectives
 
	   
 	   
 	  •
 	  Technical Problems
 
	   
 	   
 	  •
 	  General Methodology (i.e., literature review, laboratory experiment(s), survey(s), etc.)
 
	  
 	   
 	  •
 	  Technical results
 
	   
 	   
 	  •
 	  Important Findings and Conclusions
 
	   
 	   
 	  •
 	  Significant Hardware/Software Development
 
	   
 	   
 	  •
 	  Special Comments
 
	   
 	   
 	  •
 	  Implications for Further Research
 
	   
 	   
 	  •
 	  Standard Form 298, Report Documentation Page
 
	  
 	   
 	  •
 	  Data Deliverable Updates
 

            (b)  Reports
delivered by the Contractor in the performance of the contract shall be considered “Technical Data” as defined in the applicable Rights in Technical Data clause in Section I of this contract.






  MDA972-03-C-0052
  Page 4 of 15
            (c)  Bulky reports shall be mailed by other than first-class mail unless the urgency of submission requires use of first-class mail.  In this case,
mail one copy first-class and the remaining copies forwarded by less than first-class mail.
            (d)  All papers and articles
published as a result of DARPA sponsored research shall include a statement reflecting that sponsorship.  A bibliography of the titles and authors of all such papers shall be included in the Final Report.
            (e)  The cover/title page of each of the above reports or publications prepared will have the following citation:

	  Sponsored by
 
	   
 	  Defense Advanced Research Projects Agency
 
	  
 	  Tactical Technology Office (TTO)
 
	   
 	  Program: Wearable Data Recorder in support of Varuna Program
 
	   
 	  ARPA Order Nos. P624/00/01, Program Code: 2G10 and 3G10
 
	   
 	  Issued by DARPA/CMO under Contract No. MDA972-03-C-0052
 

            (f)  The title page shall include a disclaimer worded substantially as follows:
                      “The views and conclusions contained in this document are those of the authors and should not be
interpreted as representing the official policies, either expressed or implied, of the Defense Advanced Research Projects Agency or the U.S. Government.”
            (g)  All technical reports must (1) be prepared in accordance with American National Standards Institute (ANSI) Standard Z39.18;  (2) include a
Standard Form 298, and (3) be marked with an appropriate distribution statement.
  SECTION D Packaging and Marking
  D-1     Packaging and Marking
             All items shall be preserved, packaged,
packed and marked in accordance with best commercial practices to meet the packing requirements of the carrier, and to ensure safe delivery at destination.
 SECTION E Inspection and Acceptance

  E-1     Inspection and Acceptance
  Inspection and acceptance of the supplies or services to be furnished
hereunder shall be made at destination by the receiving activity.
  SECTION F Deliveries or Performance 
  F-1     Term of Contract
             The term of the basic contract, CLINs 0001 and
0002, commences on March 27, 2003 as authorized under the Advance Agreement to Authorize Incurrence of Precontract Costs (see Attachment No. 1) and continues through June 26, 2004.






  MDA972-03-C-0052
  Page 5 of 15
  F-2     Reports and Other Deliverables
             Delivery of all reports and data and
other deliverables shall be made to the addressees specified in Section F-3 in accordance with the following:

	  Description
 	   
 	  Due Date
 
	 
 	   
 	 
 
	 Monthly R&D Progress, Status and Management Report
 	   
 	  First report only - no later than May 4, 2003 
 Subsequent report - monthly thereafter
 
	  Concept Review (CR)
 	   
 	  Three (3) months from the start date of contract performance
 
	  Preliminary Design Review (PDR)
 	   
 	  Six (6) months from the start date of contract performance
 
	  Critical Design Review (CDR)
 	   
 	  Nine (9) months from the start date of contract performance
 
	  Other Technical/Test Reviews
 	   
 	  As Required
 
	  Presentation Materials and Review Documentation packages
 	   
 	  Within fifteen (15) days after completion of reviews
 
	 Breadboard Hardware Test Report
 	   
 	  Within fifteen (15) days after completion of PDR
 
	  Prototype Hardware Test Report and Two Prototype Devices - Special Purpose Audio Recorders
 	   
 	  Upon completion of the contract
 
	  Final Report
 	   
 	  One time, within thirty (30) days after completion of the contract
 

  F-3     Distribution
of Reports and Other Deliverables

	   
 	  (a)
 	  DARPA/Contracts Management Office (CMO)
 
	   
 	   
 	  ATTN:  Algeria K. Tate
 
	  
 	   
 	  3701 N. Fairfax Drive
 
	   
 	   
 	  Arlington, VA  22203-1714
 
	   
 	   
 	  (One copy of Monthly R&D Progress, Status and Management Report, and Final Report)
 
	   
 	   
 	   
 
	   
 	  (b)
 	  DARPA/Tactical Technology Office (TTO)
 
	   
 	   
 	  ATTN:  Dr. Ronald J. Repka
 
	   
 	   
 	  3701 N. Fairfax Drive
 
	  
 	   
 	  Arlington, VA  22203-1714
 
	   
 	   
 	  (One ORIGINAL of all reports/deliverables, and two prototype devices described in Section C-2(a)3.)
 
	   
 	   
 	   
 
	   
 	  (c)
 	  DARPA/Tactical Technology Office (TTO)
 
	   
 	   
 	  ATTN:  Jeffrey A. Smith, Assistant Director, Program Management
 
	   
 	   
 	  3701 N. Fairfax Drive
 
	   
 	   
 	  Arlington, VA  22203-1714
 
	  
 	   
 	  (One copy of Monthly R&D Progress, Status and Management Report, and Final Report; reports can also be emailed to adpm.tto@darpa.mil)
 
	   
 	   
 	   
 
	   
 	  (d)
 	  DARPA/Library
 
	   
 	   
 	  3701 N. Fairfax Drive
 
	   
 	   
 	  Arlington, VA  22203-1714
 
	   
 	   
 	  (One copy of Monthly R&D Progress, Status and Management Report, and Final Report; reports
 
	   
 	   
 	  can also be emailed to library@darpa.mil)
 







  MDA972-03-C-0052
 Page 6 of 15

	   
 	  (e)
 	  Administrative Contracting Officer
 
	   
 	   
 	  Defense Contracts Management Agency (DCMA) Santa Ana
 
	   
 	   
 	  34 Civic Center Plaza
 
	   
 	   
 	  Room 813A
 
	   
 	   
 	  Santa Ana, CA 92701-4056
 
	   
 	   
 	  (One copy of Monthly R&D Progress, Status and Management Report, and Final Report)
 
	  
 	   
 	   
 
	   
 	  (f)
 	  Defense Technical Information Center (DTIC)
 
	   
 	   
 	  8725 John J. Kingman Road
 
	   
 	   
 	  Suite 0944
 
	   
 	   
 	  Fort Belvoir, VA 22060-0944
 
	   
 	   
 	  (Two copy of Final Report only; a copy of the Final Report can also be emailed to TR@dtic.mil)
 

  F-4     Notice Regarding Late Delivery
  In the event the Contractor anticipates difficulty in complying with the contract delivery schedule,
the Contractor shall immediately notify the Contracting Officer in writing, giving pertinent details, including the date by which it expects to make delivery; PROVIDED, however, that this date shall be informational only in character and the receipt
thereof shall not be construed as a waiver by the Government of any contract delivery schedule, or any rights or remedies provided by law or under this contract.
 SECTION G Contract
Administration Data 
  ACCOUNTING AND APPROPRIATION DATA 

	  ACRN     AA
 	  9730400 1320 P624 P3G10 2525 DPAC 3 5271 S12136 62702E 
 
	  AMOUNT:
 	  $2,655,000.00 
 
	    
 	   
 
	  ACRN     AB
 	  9720400 1320 P624 P2G10 2525 DPAC 2 5536 S12123 62702E 
 
	  AMOUNT:
 	  $94,000.00 
 

  G-1     Procuring Office Representative
             The Procuring Office Representative for this contract is Ms. Algeria K. Tate, DARPA/CMO, 3701 North Fairfax Drive, Arlington, VA 22203-1714, telephone (703)
696-2384, E-mail: atate@darpa.mil; FAX (571) 218-4670.
  G-2     Delegation of Authority For Contract Administration
             Defense Contract Management Agency (DCMA) Santa Ana, as set forth in Block 6 of the Standard Form (SF) 26, is hereby designated as the Contracting
Officer’s authorized representative for administering this contract in accordance with current directives; however, technical cognizance is retained by DARPA because of the technical nature of the work.
 G-3     Contracting Officer’s Representative (COR)
             (a)  Dr.
Ronald J. Repka, DARPA Tactical Technology Office (TTO), is hereby designated the cognizant Contracting Officer’s Representative (COR) who will represent the Contracting Officer in the administration of technical details within the scope of
this contract including inspection and acceptance.  The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government.  The COR does not have the authority to
alter the Contractor’s obligations or change the specifications in the contract.
              (b)  COR technical direction
shall not include any direction which:






  MDA972-03-C-0052
  Page 7 of 15

	   
 	  (1) Constitutes additional work outside the scope of work;
 
	   
 	   
 
	   
 	  (2) Constitutes a change as defined in the Section I contract clause entitled “Changes;”
 
	   
 	   
 
	  
 	  (3) In any manner causes an increase or decrease in the total price or period of performance;
 
	   
 	   
 
	   
 	  (4) Changes any of the stated terms, conditions, or specifications of the contract.
 

             (c)  Notwithstanding any other provisions of this contract, the Contracting Officer is the only individual authorized to redirect the effort or in any
way amend or modify any of the terms of this contract.  If, as a result of technical discussions, it is desirable to alter contract obligations or statement of work, a modification must be issued in writing and signed by the Contracting
Officer.
  G-4     Accounting and Appropriation Data
             Refer to the Accounting and Appropriate Data indicated above under Section G.
  G-5     Payment/Invoices
             (a)  Vouchers - Original plus three (3)
copies, identified by contract number, with supporting statements, shall be submitted monthly for review and provisional approval to the cognizant audit agency listed below: 

	  
 	  Defense Contract Audit Agency
 
	   
 	  Western Region
 
	   
 	  Santa Ana Branch Office
 
	   
 	  3 Hutton Centre Drive, Suite 750
 
	   
 	  Santa Ana, CA 92707-5704
 

              (b)  In
addition to the above, one copy of each voucher submitted for payment shall be submitted to the Contracting Officer and the COR of this contract.
  G-6     Payment
Instructions for Multiple Accounting Classification Citations
             Payments under contract line items funded by multiple accounting
classification citations shall be made from the earliest available fiscal year funding sources.  The earliest assigned ACRN must be fully disbursed before making disbursements from a succeeding ACRN.
  G-7     Electronic Funds Transfer Payment Methods
             Pursuant to FAR
52.232-33, payments under this contract will be made by electronic funds transfer (EFT) in accordance with the following contractor-provided information:

	  Financial Institution and address:
 	  U.S. Bank
 4100 Newport Place 
 Newport Beach, CA 92660
 
	  Contractor’s Corporate Account Number:
 	  1-638-00540060
 
	  ABA / Routing Number:
 	  122235821
 

  G-8     Explanation of Limitation of Funds
             The total estimated cost plus fixed fee of the contract set forth in Section B shall be subject to incremental funding with $2,749,000.00 presently available
and allotted under this contract.  Of the total funding presently available, $2,565,371.00 has been allotted to the total estimated cost and $183,629.00has been allotted to the fixed fee.  Except in accordance with the clause at FAR
52.232-22, “Limitation of Funds,” no legal liability on the part of 






  MDA972-03-C-0052
  Page 8 of 15
  the Government
for payment of any money in excess of $2,749,000.00shall arise unless and until additional funds are made available by the Contracting Officer through written modification of this contract.
  SECTION H Special Contract Requirements 
  H-1     Contracting Officer
            Notwithstanding any other provision of this contract, the Contracting Officer is the only individual authorized to redirect the effort or in any way amend or
modify any of the terms of this contract.
  H-2     Type of Contract
             This is a Cost Plus Fixed Fee, Completion contract.
  H-3     Public Release or
Dissemination of Information
              (a)  There shall be no dissemination or publication, except within and between the
Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the COR. 
              (b)  All technical reports developed under the contract will be given proper review by appropriate authority to determine which distribution
statement is to be applied prior to any distribution.
              (c)  When submitting material for clearance for open publication,
the Contractor must submit five (5) copies to DARPA Security and Intelligence Directorate (SID) and allow for four (4) weeks for processing.  If the paper is to be presented at a meeting, the contractor must indicate the subject and the exact
date of the meeting, or deadline date, for submitting material.  A full and final text of material requiring review, including any supplemental audiovisual material, shall be submitted.  Notes, abstracts, outlines or viewgraphs shall not
be cleared as substitutes for a complete text.
  H-4     Invention Disclosures and Reports
             The Contractor shall submit all invention disclosures and reports required by the Patent Rights clause of this contract to the Administrative Contracting
Officer (ACO).
 H-5     Restrictions on Printing
             Unless otherwise authorized in writing by the Contracting Officer, reports, data, or other written material produced using funds provided by this contract and
submitted hereunder shall be reproduced only by duplicating processes and shall not exceed 5,000 single page reports or a total of 25,000 pages of a multiple-page report.  These restrictions do not preclude the writing, editing, preparation of
manuscript or reproducible copy of related illustrative materials if required as a part of this contract, or incidental printing such as forms or materials necessary to be used by the Contractor to respond to the terms of the contract.

 H-6     Insurance Schedule
             The Contractor shall maintain
the types of insurance and coverage listed below:

	  
 	  
 	  
 	  Type of Insurance
 	  
 	  
 	  Minimum Amount
 	  
 
	  
 	  
 	  
 	 
 	  
 	  
 	 
 	  
 
	 (1)
 	   
 	   
 	  Workmen’s Compensation and all occupational disease.
 	   
 	   
 	  As required by State Law
 	   
 
	  (2)
 	   
 	   
 	  Employer’s Liability including all occupational disease when not so covered in Workmen’s Compensation above
 	   
 	  $
 	  100,000.00 per accident
 	   
 
	 (3)
 	   
 	   
 	  General Liability (Comprehensive).
 	   
 	   
 	  
 	   
 
	   
 	   
 	   
 	  Bodily Injury per occurrence
 	   
 	  $
 	  500,000.00
 	   
 
	  (4)
 	   
 	   
 	  Automotive Liability (Comprehensive).
 	   
 	   
 	  
 	   
 
	  
 	   
 	   
 	  Bodily Injury per person
 	   
 	  $
 	  200,000.00
 	   
 
	   
 	   
 	   
 	  Bodily Injury per occurrence
 	   
 	  $
 	  500,000.00
 	   
 
	   
 	   
 	   
 	  Property Damage per accident
 	   
 	  $
 	  20,000.00
 	   
 







  MDA972-03-C-0052
 Page 9 of 15
  H-7     Metric System
             (a)  The Defense Advanced Research Projects
Agency (DARPA) will consider the use of the metric system in all of its activities consistent with operational, economical, technical and safety requirements.
             (b)  The metric system will be considered for use in all new designs.  When it is deemed not to be in the best interest of the DoD to provide
metric design, justification shall be provided.
             (c)  Physical and operational interfaces between metric items and U.S.
customary items will be designed to assure that interchangeability and interoperability will not be affected.
             (d)  Existing designs dimensioned in U.S. customary units will be converted to metric units only if determined to be necessary or advantageous. 
Unnecessary retrofit of existing systems with new metric components will be avoided where both the new metric and existing units are interchangeable and interoperable.  Normally, the system of measurement in which an item is originally designed
will be retained for the life of the item.
             (e)  During the metric transition phase hybrid metric and U.S. customary
designs will be necessary and acceptable.  Material components, parts, subassemblies, and semifabricated materials, which are of commercial design will be specified in metric units only when economically available and technically adequate or
when it is otherwise specifically determined to be in the best interest of the Department of Defense.  Bulk materials will be specified and accepted in metric units when it is expedient or economic to do so.
            (f)  Technical reports, studies, and position papers (except those pertaining to items dimensioned in U.S. customary units) will include metric units
of measurement in addition to or in lieu of U.S. customary units.  With respect to existing contracts, this requirement applies only if such documentation can be obtained without an increase in contract costs.
             (g)  Use of the dual dimensions (i.e., both metric and U.S. customary dimensions) on drawings will be avoided unless it is determined in specific
instances that such usage will be beneficial.  However, the use of tables on the document to translate dimensions from one system of measurement to the other is acceptable.
  H-8     Proprietary Technical Data and Computer Software
             Any deliverable
technical data or computer software developed or generated solely at private expense and considered to be proprietary by the Contractor or subcontractors, shall be delivered in accordance with DFARS 252.227-7013 and DFARS 252.227-7014.

 H-9     Key Personnel
              (a)  The Contractor
shall notify the Contracting Officer prior to making any change in key personnel.  Key personnel are identified as follows:
                           (1)  Personnel identified in the proposal as key individuals to be
assigned for participation in the performance of the contract;
                           (2)  Personnel whose resumes were submitted with the proposal;
or
                          (3)  Individuals who are designated as
key personnel by agreement of the Government and the Contractor during negotiations.






  MDA972-03-C-0052
  Page 10 of 15

	   
 	  Key Personnel  
 
	   
 	  •
 	  William B. (Bert) Hornback, Program Manager, Irvine Sensors Corporation
 
	   
 	  •
 	  Stewart Clark, Principal Investigator, Irvine Sensors Corporation
 
	   
 	  •
 	  Angel A. Pepe, Responsible Manager, Prototype Fabrication, Irvine Sensors Corporation
 
	   
 	  •
 	  Volkan H. Ozguz, Systems Engineer, Irvine Sensors Corporation
 
	  
 	  •
 	  Jim Yamaguchi, Responsible Engineer, Packaging Development, Irvine Sensors Corporation
 
	   
 	  •
 	  Christian Krutzik, Electronic Design Engineer, Irvine Sensors Corporation
 

             (b)  The Contractor must notify the COR that the qualifications of prospective replacement personnel are equal to or better than the qualifications of
the personnel being replaced.  Notwithstanding any of the foregoing provisions, key personnel shall be furnished unless the Contractor has notified the COR of the qualifications of proposed substitute personnel, which are equal to or better
than the qualifications of the personnel being replaced.
  H-10     Subcontracts
               Evaluation during negotiations of subcontractor cost or pricing data shall not satisfy the requirements for consent pursuant to FAR 52.244-02
Subcontracts (AUG 1998) and its Alternate I.
  H-11     Travel
               (a)  Reimbursement for travel-related expenses shall be in accordance with the Contractor’s approved travel policy.  The
Federal Travel Regulations, Joint Travel Regulations (JTR), and Standardized Regulations as stated in FAR 31.205-46 will be used as a guide in determining reasonableness of per diem costs.  Costs for travel shall be allowable subject to the
provisions of FAR 31.205-46.
              (b)  In connection with direct charge to the contract of travel-related
expenses, the Contractor shall hold travel to the minimum required to meet the objectives of the contract, and substantial deviations from the amount of travel agreed to during contract negotiation shall not be made without the authorization of the
Contracting Officer.  When applicable, the Contractor shall notify the COR of proposed travel of an employee beyond that agreed to during negotiations.
               (c)  Approval of the Contracting Officer shall be obtained in advance for attendance by personnel at training courses, seminars,
and other meetings not directly related to contract performance if the costs for the courses, seminars, and other meetings are charged to the contract.
                (d)  All foreign travel shall be authorized and approved in advance, in writing, by the Contracting Officer.  Request for
such travel must be submitted to the Contracting Officer at least forty-five (45) days in advance of traveler’s anticipated departure date, and shall include traveler’s itinerary of United States Flag Air Carriers.
  H-12     Information Technology
               (a)  All Information Technology (IT) under this contract shall be “Year 2000 Compliant”.
               (b)  IT, as used in this part, means all computer related hardware and/or software purchased and/or developed under this
contract.
               (c)  “Year 2000 compliant,” as used in this part, means, with respect to IT, that
the IT accurately processes date/time data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the
extent that other IT, used in combination with the IT being acquired, properly exchanges date/time data with it.






  MDA972-03-C-0052
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  H-13     Contractor’s Representations and Certifications
               The Contractor’s Representations and Certifications submitted on March 26, 2003 is incorporated herein by reference and made part of
this contract.
  H-14     Pre-Contract Cost
               The Advance Agreement to Authorize Incurrence of Pre-contract Costs dated March 25, 2003 is incorporated as Attachment No. 1 of the contract
under Section J.
  H-15     Military Security Classification
               Military security requirements in the performance of this contract shall be maintained in accordance with the DD Form 254 contained in
Section J, Attachment No. 2.  The highest classification involved in the performance of this contract is TOP SECRET.
  H-16     Option for Additional
Effort
               (a)  The Government shall give the contractor a preliminary written notice of its intent
to extend the contract at least thirty (30) days before the contract expires.  The preliminary notice does not commit the Government.
               (b)  The Government shall retain the right to require additional research and development within the terms and conditions of this
contract.  The exercise of this right shall be preceded by the Government’s evaluation of criteria for the Go/No Go decision to be made at least forty-five (45) days prior to the expiration of the contract and preceded by negotiations
leading to a fair and reasonable price for the additional effort.  To effect this right, the Government and the contractor shall execute a bilateral modification.
 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 Improper Activity
 	  JAN 1997
 	  
 
	  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
 	  
 
	  52.204-2
 	  Security Requirements
 	  AUG 1996
 	  
 
	  52.204-4
 	  Printed or Copied Double-Sided on Recycled Paper
 	  AUG 2000
 	  
 
	  52.209-6
 	  Protecting the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment
 	  JUL 1995
 	  
 
	 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
 	  
 
	  52.215-14 Alt I
 	  Integrity of Unit Prices (Oct 1997) -  Alternate I
 	  OCT 1997
 	  
 
	 52.215-15
 	  Pension Adjustments and Asset Reversions
 	  DEC 1998
 	  
 
	  52.215-16
 	  Facilities Capital Cost of Money
 	  OCT 1997
 	  
 
	  52.215-17
 	  Waiver of Facilities Capital Cost of Money
 	  OCT 1997
 	  
 
	  52.215-18
 	  Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions
 	  OCT 1997
 	  
 







  MDA972-03-C-0052
  Page 12 of 15

	 52.215-21
 	  Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data--Modifications
 	  OCT 1997
 	  
 
	  52.216-7
 	  Allowable Cost And Payment
 	  DEC 2002
 	  
 
	  52.216-8
 	  Fixed Fee
 	  MAR 1997
 	  
 
	  52.219-8
 	  Utilization of Small Business Concerns
 	  OCT 2000
 	  
 
	  52.222-2
 	  Payment For Overtime Premiums (Note: The word “zero” is inserted in the blank spaces indicated by an asterisk)
 	  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 Vietnam Era and Other Eligible Veterans
 	  DEC 2001
 	  
 
	  52.222-36
 	  Affirmative Action For Workers With Disabilities
 	  JUN 1998
 	  
 
	  52.222-37
 	  Employment Reports On Special  Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans
 	  DEC 2001
 	  
 
	  52.223-6
 	  Drug Free Workplace
 	  MAY 2001
 	  
 
	 52.225-13
 	  Restrictions on Certain Foreign Purchases
 	  JUL 2000
 	  
 
	  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
 	  
 
	  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 Registration
 	  MAY 1999
 	  
 
	  52.233-1
 	  Disputes
 	  JUL 2002
 	  
 
	 52.233-3 Alt I
 	  Protest After Award (Aug 1996) -  Alternate I
 	  JUN 1985
 	  
 
	  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
 	  
 
	  52.242-15 Alt I
 	  Stop-Work Order (Aug 1989) -  Alternate I
 	  APR 1984
 	  
 
	 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 (Dev)
 	  Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts) (Deviation)
 	  JAN 1986
 	  
 
	  52.245-19
 	  Government Property Furnished “As Is”
 	  APR 1984
 	  
 
	  52.246-9
 	  Inspection Of Research And Development (Short Form)
 	  APR 1984
 	  
 
	 52.246-23
 	  Limitation Of Liability
 	  FEB 1997
 	  
 
	  52.246-24 Alt I
 	  Limitation Of Liability—High Value Items (Feb 1997) -  Alternate I
 	  APR 1984
 	  
 
	  52.247-1
 	  Commercial Bill Of Lading Notations
 	  APR 1984
 	  
 
	  52.247-34
 	  F.O.B. Destination
 	  NOV 1991
 	  
 
	  52.247-63
 	  Preference For U.S. Flag Air Carriers
 	  JAN 1997
 	  
 
	  52.249-6
 	  Termination (Cost Reimbursement)
 	  SEP 1996
 	  
 
	 52.249-14
 	  Excusable Delays
 	  APR 1984
 	  
 
	  52.251-1
 	  Government Supply Sources
 	  APR 1984
 	  
 
	  52.253-1
 	  Computer Generated Forms
 	  JAN 1991
 	  
 
	  252.201-7000
 	  Contracting Officer’s Representative
 	  DEC 1991
 	  
 
	  252.203-7001
 	  Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies
 	  MAR 1999
 	  
 







  MDA972-03-C-0052
  Page 13 of 15

	  252.204-7003
 	  Control Of Government Personnel Work Product
 	  APR 1992
 	  
 
	  252.204-7004
 	  Required Central Contractor Registration
 	  NOV 2001
 	  
 
	  252.204-7005
 	  Oral Attestation of Security Responsibilities
 	  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 The Intermediate Range Nuclear Forces (INF) Treaty
 	  NOV 1995
 	  
 
	 252.209-7004
 	  Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country
 	  MAR 1998
 	  
 
	  252.215-7000
 	  Pricing Adjustments
 	  DEC 1991
 	  
 
	  252.215-7002
 	  Cost Estimating System Requirements
 	  OCT 1998
 	  
 
	  252.225-7012
 	  Preference For Certain Domestic Commodities
 	  FEB 2003
 	  
 
	  252.225-7016
 	  Restriction On Acquisition Of Ball and Roller Bearings
 	  DEC 2000
 	  
 
	  252.225-7025
 	  Restriction on Acquisition of Forgings
 	  JUN 1997
 	  
 
	 252.225-7026
 	  Reporting Of Contract Performance Outside The United States
 	  JUN 2000
 	  
 
	  252.227-7013
 	  Rights in Technical Data—Noncommercial Items
 	  NOV 1995
 	  
 
	  252.227-7014
 	  Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
 	  JUN 1995
 	  
 
	  252.227-7015
 	  Technical Data—Commercial Items
 	  NOV 1995
 	  
 
	  252.227-7016
 	  Rights in Bid or Proposal Information
 	  JUN 1995
 	  
 
	  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
 	  
 
	  252.227-7034
 	  Patents—Subcontracts
 	  APR 1984
 	  
 
	  252.227-7036
 	  Declaration of Technical Data Conformity
 	  JAN 1997
 	  
 
	  252.227-7037
 	  Validation of Restrictive Markings on Technical Data
 	  SEP 1999
 	  
 
	  252.227-7039
 	  Patents—Reporting Of Subject Inventions
 	  APR 1990
 	  
 
	 252.231-7000
 	  Supplemental Cost Principles
 	  DEC 1991
 	  
 
	  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
 	  
 
	 252.244-7000
 	  Subcontracts for Commercial Items and Commercial Components (DoD Contracts)
 	  MAR 2000
 	  
 
	  252.245-7001
 	  Reports Of Government Property
 	  MAY 1994
 	  
 
	  252.246-7000
 	  Material Inspection And Receiving Report
 	  MAR 2003
 	  
 
	  252.247-7023
 	  Transportation of Supplies by Sea
 	  MAY 2002
 	  
 
	  252.247-7024
 	  Notification Of Transportation Of Supplies By Sea
 	  MAR 2000
 	  
 
	  252.251-7000
 	  Ordering From Government Supply Sources
 	  OCT 2002
 	  
 

 CLAUSES INCORPORATED BY FULL TEXT 
  52.215-19     NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)
  (a) The Contractor shall make the following notifications in writing:
 
(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the
Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.
  (2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other
cost changes have occurred or are certain to occur as a result of a change in ownership.
  (b) The Contractor shall—






  MDA972-03-C-0052
  Page 14 of 15
  (1) Maintain
current, accurate, and complete inventory records of assets and their costs;
  (2) Provide the ACO or designated representative ready access to the records upon request;
  (3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the
Contractor’s ownership changes; and
  (4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership
change.
  The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k). 
 
(End of clause)
  52.244-6     SUBCONTRACTS FOR COMMERCIAL ITEMS (MAY 2002) 
 (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 (APR 2002) (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.-Flag 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)
  52.247-67     SUBMISSION OF COMMERCIAL TRANSPORTATION BILLS TO THE GENERAL SERVICES

ADMINISTRATION FOR AUDIT (JUN 1997) 
  (a)(1) In accordance with paragraph (a)(2) of this clause, the Contractor shall submit to the General Services Administration (GSA) for audit, legible copies
of all paid freight bills/invoices, commercial bills of lading (CBL’s), 






  MDA972-03-C-0052
  Page 15 of 15
  passenger
coupons, and other supporting documents for transportation services on which the United States will assume freight charges that were paid (i) by the Contractor under a cost-reimbursement contract, and (ii) by a first-tier subcontractor under a
cost-reimbursement subcontract thereunder. 
  (2) Cost-reimbursement Contractors shall only submit for audit those CBL’s with freight shipment charges exceeding $50.00. Bills under $50.00 shall
be retained on-site by the Contractor and made available for GSA on-site audits. This exception only applies to freight shipment bills and is not intended to apply to bills and invoices for any other transportation services. 
  (b) The Contractor shall forward copies of paid freight bills/invoices, CBL’s, passenger coupons, and supporting documents as soon as possible following the end of the month, in one package to the General
Services Administration, ATTN: FWA, 1800 F Street, NW, Washington, DC 20405. The Contractor shall include the paid freight bills/invoices, CBL’s, passenger coupons, and supporting documents for first-tier subcontractors under a
cost-reimbursement contract. If the inclusion of the paid freight bills/invoices, CBL’s, passenger coupons, and supporting documents for any subcontractor in the shipment is not practicable, the documents may be forwarded to GSA in a separate
package. 
  (c) Any original transportation bills or other documents requested by GSA shall be forwarded promptly by the Contractor to GSA. The Contractor shall ensure that the name of the
contracting agency is stamped or written on the face of the bill before sending it to GSA. 
 (d) A statement prepared in duplicate by the Contractor shall accompany each shipment of transportation
documents. GSA will acknowledge receipt of the shipment by signing and returning the copy of the statement. The statement shall show—

	  (1) The name and address of the Contractor;
 
	  (2) The contract number including any alpha-numeric prefix identifying the contracting office;
 
	  (3) The name and address of the contracting office;
 
	  (4) The total number of bills submitted with the statement; and
 
	  (5) A listing of the respective amounts paid or, in lieu of such listing, an adding machine tape of the amounts paid showing the Contractor’s voucher or check numbers.
 

  (End of clause)
  52.252-2     CLAUSES INCORPORATED BY REFERENCE (FEB 1998) 
  This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full
text of a clause may be accessed electronically at this/these address(es):  http://www.acqnet.gov/far/
  52.252-6     AUTHORIZED DEVIATIONS IN CLAUSES (APR
1984)
  (a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of
“(DEVIATION)” after the date of the clause.
 (b) The use in this solicitation or contract of any N/A (48 CFR N/A) clause with an authorized deviation is indicated by the
addition of “(DEVIATION)” after the name of the regulation.
 Section J - List of Documents, Exhibits and Other Attachments
 Attachment No. 1 - Advance Agreement to Authorize Incurrence of Precontract Costs, dated March 25, 2003 (2 pages)
 Attachment No. 2 - Contract Security Classification
Specification, DD Form 254, dated April 11, 2003 (3 pages)