Government Contract dated October 30, 2003



 EXHIBIT 10.1 
  

											
	AWARD/CONTRACT	 	1.	 	 This Contract Is A Rated Order
 Under
DPAS (15 CFR 700)
	 	è	  	Rating DOA7	  	Page 1 Of 30
				
	2. Contract (Proc. Inst. Ident) No.	 	3.	 	Effective Date	 	4. Requisition/Purchase Request/Project No.
				
	    W15P7T-04-C-P001	 	 	 	October 30,2003	 	SEE SCHEDULE


							
	5. Issued By	 	Code     W15P7T	  	6. Administered By (If Other Than Item 5)	 	Code S0513A
				
	    COMMANDER US ARMY CECOM, ACQ CENTER	 	 	  	    DCMC SANTA ANA	 	 
				
	    AMSEL-ACCC-RT-E	 	 	  	    34 CIVIC CENTER PLAZA	 	 
				
	    SUSAN SHOWLER (732)427-1410	 	 	  	    P O BOX C-12700	 	 
				
	    FORT MONMOUTH, NJ 07703-5008	 	 	  	    SANTA ANA, CA 92712-2700	 	 
		
	e-mail address: SUSAN.SHOWLER@MAIL1.MONMOUTH.ARMY.MIL	  	 SCD C     PAS NONE             ADP PT
SC1002


  

													
	7. Name And Address Of Contractor (No. Street, City, County, State, And Zip Code)	  	8. Delivery
	    IRVINE SENSORS CORPORATION	  	     ̈ FOB
Origin        x Other (See Below)    SEE SCHEDULE
	    3001 REDHILL AVE BLDG 3-108	 	 	  	9. Discount For Prompt Payment
	    COSTA MESA, CA. 92626-4526	 	 	  	 
					
	TYPE BUSINESS: Other Small Business Performing in U.S.	 	 	  	10. Submit Invoices	 	 è
  
	 	Item 12
	 	 	 	 	 	 	 	  	(4 Copies Unless Otherwise Specified)	 	 	 
	Code 54266	 	Facility Code	 	 	  	To The Address Shown In:	 	 	 
					
	11. Ship To/Mark For	 	Code             	 	12. Payment Will Be Made By	 	 	 	Code HQ0339
	    SEE SCHEDULE	 	 	 	     DFAS-COLUMBUS CENTER
     WEST ENTITLEMENT OPERATIONS
     P.O. BOX 182381
     COLUMBUS, OH 43218-2381
	 	 
			
	13. Authority For Using Other Than Full And Open Competition:	 	14. Accounting And Appropriation Data	 	 
	 ̈    10 U.S.C.
2304(c)(            )      ̈     41
U.S.C. 253(c)(            )	 	    ACRN: AA 21     3204000003627525P665502255Y     S28043     W15GK8	 	 
			
	    15A. Item No.                15B. Schedule Of
Supplies/Services	 	15C. Quantity        15D. Unit        15E. Unit
Price        15F. Amount	 	 
	    SEE SCHEDULE                 CONTRACT TYPE: Cost-Plus-Fixed-Fee	 	    KIND OF CONTRACT: Research and Development Contracts	 	 
		
	        Contract Expiration Date: 2005OCT31	 	15G. Total Amount Of Contract             è                $779,492.30
                    

  

															
	16. Table Of Contents
								
	 (X)

	  	Section

	  	 Description

	  	Page(s)

	  	(X)

	  	Section

	  	 Description

	  	Page(s)


	 	  	Part I - The Schedule	  	 	  	 	  	Part II - Contract Clauses	  	 
	X	  	A	  	Solicitation/Contract Form	  	1  	  	X	  	I	  	Contract Clauses	  	26
	X	  	B	  	Supplies or Services and Prices/Costs	  	4  	  	 	  	Part III - List Of Documents, Exhibits, And Other Attachments
	X	  	C	  	Description/Specs./Work Statement	  	10	  	X	  	J	  	List of Attachments	  	30
	X	  	D	  	Packaging and Marking	  	12	  	 	  	Part IV - Representations And Instructions	  	 
	X	  	E	  	Inspection and Acceptance	  	13	  	 	  	K	  	 Representations, Certifications, and
 Other Statements of Offerors
	  	 
	X	  	F	  	Deliveries or Performance	  	14	  	  	  	  
	X	  	G	  	Contract Administration Data	  	15	  	 	  	L	  	Instrs., Conds., and Notices to Offerors	  	 
	X	  	H	  	Special Contract Requirements	  	18	  	 	  	M	  	Evaluation Factors for Award	  	 

  

			
	Contracting Officer Will Complete Item 17 Or 18 As Applicable
	17.  ̈ Contractor’s Negotiated Agreement (Contractor is
required to sign this document and return              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. x Award (Contractor is not required to sign this document.) Your offer on Solicitation Number DAAB0703RP057 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)
  
 D. L. Smetana DPTY GM ATD
	 	 20A. Name Of Contracting Officer
     VIRGINIA KNIGHT
     VIRGINIA.KNIGHT@MAIL1.MONMOUTH.ARMY.MIL (732)532-4348

					
	 19B. Name of Contractor
	 	 	 	 19c. Date Signed
	 	 20B. United States Of America
	 	20C. Date Signed
							
	 By
	 	/s/    D. L. Smetana	 	 	 	 10/30/03
	 	 By
	 	/s/    V. Knight	 	October 30, 2003
	 	 	
	 	 	 	 	 	 	 	
	 	 
	 	 	 (Signature of person authorized to sign)
	 	 	 	 	 	 	 	 (Signature of Contracting Officer)
	 	 

  

					
	NSN 7540-01-152-8069	 	25-106	  	Standard Form 26 (Rev. 4-85)
	PREVIOUS EDITIONS UNUSABLE	 	GPO : 1985 0 – 478-632	  	Prescribed By GSA-FAR (4.8 CFR) 53.214(a)

  










					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  
 SECTION A - SUPPLEMENTAL INFORMATION 
  

									
	 	  	 Regulatory Cite

	  	 Title

	  	 	  	Date


	 A-1
	  	52.6106	  	NOTICE: SOLICITATION OMBUDSMAN	  	 	  	JUN/1997

  
 (a) The US Army
Communications-Electronics Command (CECOM) has established the Office of Solicitation Ombudsman to assist industry in removing unnecessary and burdensome requirements from CECOM solicitations. The Ombudsman is authorized to suspend, cancel or revise
solicitations that do not represent proper procurement practices or sound business judgement. 
  
 (b) If you feel that a CECOM solicitation contains improper elements or can be further streamlined to promote more efficient use of taxpayer dollars, you should first identify these issues to the Procuring
Contracting Officer (PCO), Ms. Virginia Knight. If the PCO is unable to resolve your concerns satisfactorily, or cannot do so in a timely manner, you are encouraged to call the CECOM Ombudsman at (732) 532-3028. The PCO/Ombudsman should be
advised at least 5 days prior to the date established in the solicitation for the receipt of offers of any deficiency. You may also write to: 
  
 Commander, US Army CECOM 
 CECOM Acquisition Center 
 Solicitation Ombudsman 
 Attn: Mrs. Kathleen T. Walk 
 AMSEL-ACCS-B 
 Fort Monmouth, NJ 07703-5008 
  
 1. This is a SBIR Phase II Cost Plus Fixed Fee contract for “Readout Integrated Circuit
(ROIC) Development for High Performance Uncooled Imaging Applications” under topic A01-121. 
  
 2. The period of performance is twenty-four (24) months from the date of the contract award. 
  
 3. Previously negotiated funding in the amount of $49,721.00 which represents continuation of services performed under the Phase I contract has been included in the
integrated Statement of Work (SOW) listed at Section J, Attachment 01. This Phase II contract will be funded on an incremental basis as follows: 
  

				
	 Estimated Cost:
	  	$	724,927.84
	 Fixed Fee:
	  	$	54,564.46
	 Total:
	  	$	779,492.30
	 Sum Allotted:
	  	$	635,653.00
	 Allowable Cost:
	  	$	591,157.29
	 Fixed Fee:
	  	$	44,495.71
	 Funds Deferred:
	  	$	143,839.30

  
 4. When Scientific and Technical
Reports contain potentially patentable subject matter, mark one copy for review by CECOM Legal Office, Patent Law Division, Ft. Monmouth, NJ 07703, ATTN: AMSEL-LG-L. 
  
 6. Final Reports shall be forwarded via Material Inspection and Receiving Report, DD Form 250 unless deviation is authorized by the
Cognizant Engineer/Technical POC. 
  
 7. The following Patent Clauses are
incorporated into the contract by reference: 
  
 FAR 52.227-01
Authorization and Consent (JUL 1995) and Alternate I (APR 1984) (R&D) 
 FAR 52.227-02 Notice and assistance Regarding Patent and
Copyright Infringement (AUG 1996) 
 FAR 52.227-03 Patent Indemnity (APR 1984) and Alternate II, (APR 84) {Para C Fill-in} 
 FAR 52.227-06 Royalty Information (Apr 1984). 
 DFARs 252.227-7016 Rights in Bid or Proposal Information (JUNE 1995) 
 DFARs 252.227-7017 Identification and Assertion of Use,
Release or Disclosure Restrictions (June 1995) 
 DFARs 252.227-7018 Rights in Noncommercial Technical Data and Computer Software - Small
Business Innovation Research (SBIR) Program (JUNE 1995) 
 DFARs 252.227-7027 Deferred Ordering of Technical Data or Computer Software (APRIL
1988) 
 DFARs 252.227-7028 Technical Data or Computer Software Previously Delivered to the Government (JUNE 1995) 
 DFARs 252.227-7030 Technical Data - Withholding of Payment (Oct 1988) 
 DFARs 252.227-7036 Declaration of Technical Data Conformity (JAN 1997) 
 DFARs 252.227-7037 Validation of
Restrictive Markings on Technical Data (Nov 1995) 
  
  










					
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	Name of Offeror or Contractor: IRVINE SENSORS CORPORATION	  	 

  
 *** END OF NARRATIVE A
001 *** 
  









					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  


															
	 ITEM NO

	 	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


						
	 	 	SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS	  	 	  	 	  	 	  	 	 
						
	 0001
	 	SECURITY CLASS: Unclassified	  	 	  	 	  	 	  	 	 
						
	 0001AA
	 	PHASE II SBIR	  	1	  	LO	  	 	  	$	585,932.00
	 	 	 	  	 	 	  	 	  	 	  	 	  	
	

						
	 	 	NOUN: ROIC DEVELOPMENT	  	 	  	 	  	 	  	 	 
	 	 	PRON: 1G38499ACJ     PRON AMD: 01     ACRN: AA	  	 	  	 	  	 	  	 	 
	 	 	AMS CD: 665502M4055	  	 	  	 	  	 	  	 	 
						
	 	 	Supplies, services, facilities and materials for Phase II SBIR, Topic No. A01-121, entitled “Readout Integrated Circuits (ROIC) Development for High Performance Uncooled
Imaging Applications”.	  	 	  	 	  	 	  	 	 
						
	 	 	In accordance with the Statement of Work (SOW), Attachment 01 as found at Section J. The contractor shall design, build, characterize and deliver a low noise, low power, high
performance uncooled micro-camera for active imaging in the SWIR or passive imaging in the LWIR in addition to submitting various studies and reports as called out in Exhibits A-D, See Section J.	  	 	  	 	  	 	  	 	 
						
	 	 	The period of performance for this effort is twenty-four (24) months from Date of Contract Award.	  	 	  	 	  	 	  	 	 
						
	 	 	The total estimated cost plus fixed fee for this effort is $ 779,492.30 and will be incrementally funded over the life of the contract.	  	 	  	 	  	 	  	 	 
						
	 	 	A total summary of funding is as follows:	  	 	  	 	  	 	  	 	 
						
	 	 	Cost Breakdown:	  	 	  	 	  	 	  	 	 
	 	 	Estimated Cost:	  	$	724,927.84	  	 	  	 	  	 	  	 	 
	 	 	Fixed Fee:	  	$	54,564.46	  	 	  	 	  	 	  	 	 
	 	 	Total:	  	$	779,492.30	  	 	  	 	  	 	  	 	 
							
	 	 	Sum Allotted:	  	$	635,653.00	  	 	  	 	  	 	  	 	 
	 	 	Allowable Cost:	  	$	591,157.29	  	 	  	 	  	 	  	 	 
	 	 	Fixed Fee:	  	$	44,495.71	  	 	  	 	  	 	  	 	 
	 	 	Funds Deferred:	  	$	143,839.30	  	 	  	 	  	 	  	 	 










					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  


																	
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


						
	 	  	(End of narrative B001)	  	 	  	 	  	 	 	  	 	 
						
	 	  	Inspection and Acceptance	  	 	  	 	  	 	 	  	 	 
	 	  	INSPECTION: Destination                 ACCEPTANCE: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	Deliveries or Performance	  	 	  	 	  	 	 	  	 	 
	 	  	 DLVR SCH
 REL CD

	  	 QUANTITY

	  	 PERF COMPL
 DATE

	  	 	  	 	  	 	  	 
	 	  	001	  	1	  	31-OCT-2005	  	 	  	 	  	 	 	  	 	 
	 	  	 	  	$585,932.00	  	 	  	 	  	 	  	 	 	  	 	 
								
	 0001AB
	  	SERVICES	  	 	  	 	  	1	  	LO	  	 	 	  	$	49,721.00
	 	  	 	  	 	  	 	  	 	  	 	  	 	 	  	
	

						
	 	  	NOUN: CON’T SERVICES SBIR PHASE II	  	 	  	 	  	 	 	  	 	 
	 	  	PRON: 1G38498ACJ PRON AMD: 01 ACRN: AA	  	 	  	 	  	 	 	  	 	 
	 	  	AMS CD: 665502M4055	  	 	  	 	  	 	 	  	 	 
						
	 	  	SLIN 0001AB represents funding in the amount of $49,721.00 for the continuation of services.	  	 	  	 	  	 	 	  	 	 
						
	 	  	(End of narrative B001)	  	 	  	 	  	 	 	  	 	 
						
	 	  	Inspection and Acceptance	  	 	  	 	  	 	 	  	 	 
	 	  	INSPECTION: Destination                 ACCEPTANCE: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	Deliveries or Performance	  	 	  	 	  	 	 	  	 	 
	 	  	 DLVR SCH
 REL CD

	  	 QUANTITY

	  	 PERF COMPL
 DATE

	  	 	  	 	  	 	  	 
	 	  	001	  	1	  	31-OCT-2005	  	 	  	 	  	 	 	  	 	 
	 	  	 	  	$49,721.00	  	 	  	 	  	 	  	 	 	  	 	 
						
	 0002
	  	SECURITY CLASS: Unclassified	  	 	  	 	  	 	 	  	 	 
								
	 0002AA
	  	DATA ITEM	  	 	  	 	  	24	  	EA	  	$	** NSP **	  	$	** NSP **
	 	  	 	  	 	  	 	  	 	  	 	  	
	
	  	
	

						
	 	  	NOUN: MONTHLY REPORT	  	 	  	 	  	 	 	  	 	 










					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  


																							
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


						
	 	  	Progress, Status and Management Reports, in accordance with Contract Data Requirements List (CDRL) DD Form 1423, Sequence A001, Exhibit A. SLIN 0002AA represents Monthly Reports
#1-24 as called for under Exhibit A. Documentation is to be prepared in contractor format, email submission of report must be approved by the technical POC.	  	 	  	 	  	 	 	  	 	 
						
	 	  	(End of narrative B001)	  	 	  	 	  	 	 	  	 	 
									
	 	  	Packaging and Marking	  	 	  	 	  	 	  	 	  	 	  	 	 	  	 	 
									
	 	  	Inspection and Acceptance	  	 	  	 	  	 	  	 	  	 	  	 	 	  	 	 
	 	  	INSPECTION: Destination                 ACCEPTANCE: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	Deliveries or Performance	  	 	  	 	  	 	 	  	 	 
	 	  	 DOC
 REL CD

	 	 MILSTRIP

	  	 SUPPL
 ADDR

	  	 SIG CD

	  	 MARK FOR

	  	 TP CD

	  	 	  	 	  	 	  	 
	 	  	001	 	 	  	 	  	 	  	 	  	3	  	 	  	 	  	 	 	  	 	 
	 	  	 DEL REL CD

	  	 QUANTITY

	  	 DEL DATE

	  	 	  	 	  	 	  	 
	 	  	001	  	24	  	SEE DD FORM 1423	  	 	  	 	  	 	 	  	 	 
						
	 	  	FOB POINT: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	SHIP TO: PARCEL POST ADDRESS	  	 	  	 	  	 	 	  	 	 
	 	  	(W26AAN)	 	 PR DIR NIGHT VISION
 ELECTRO SENSOR DIR
RESOURCE MGT DIV
 10221 BURBECK RD STE 409
 FORT BELVOIR VA
22060-5806
	  	 	  	 	  	 	 	  	 	 
						
	 0003
	  	SECURITY CLASS: Unclassified	  	 	  	 	  	 	 	  	 	 
						
	 0003AA
	  	DATA ITEM	  	12	  	EA	  	$	** NSP **	  	$	** NSP **
						
	 	  	NOUN: BI-MONTHLY REPORT	  	 	  	 	  	 	 	  	 	 
						
	 	  	Scientific and Technical Report, in accordance with Contract Data Requirements List (CDRL) DD Form 1423, Sequence B001, Exhibit B. SLIN 0003AA represents Bi-Monthly Reports #1-12
as called for under Exhibit B. Documentation is to be prepared in contractor format, email submission of report must be approved by the technical POC.	  	 	  	 	  	 	 	  	 	 










					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  


																							
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


						
	 	  	(End of narrative B001)	  	 	  	 	  	 	 	  	 	 
						
	 	  	Packaging and Marking	  	 	  	 	  	 	 	  	 	 
						
	 	  	Inspection and Acceptance	  	 	  	 	  	 	 	  	 	 
	 	  	INSPECTION: Destination                 ACCEPTANCE: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	Deliveries or Performance	  	 	  	 	  	 	 	  	 	 
	 	  	 DOC
 REL CD

	 	 MILSTRIP

	  	 SUPPL
ADDR

	  	 SIG CD

	  	 MARK FOR

	  	 TP CD

	  	 	  	 	  	 	  	 
	 	  	001	 	 	  	 	  	 	  	 	  	3	  	 	  	 	  	 	 	  	 	 
	 	  	 DEL REL CD

	  	 QUANTITY

	  	 DEL DATE

	  	 	  	 	  	 	  	 
	 	  	001	  	12	  	SEE DD FORM 1423	  	 	  	 	  	 	 	  	 	 
						
	 	  	FOB POINT: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	SHIP TO: PARCEL POST ADDRESS	  	 	  	 	  	 	 	  	 	 
	 	  	(W26AAN)	 	 PR DIR NIGHT VISION
 ELECTRO SENSOR DIR
RESOURCE MGT DIV
 10221 BURBECK RD STE 409
 FORT BELVOIR VA
22060-5806
	  	 	  	 	  	 	 	  	 	 
						
	 0004
	  	SECURITY CLASS: Unclassified	  	 	  	 	  	 	 	  	 	 
						
	 0004AA
	  	DATA ITEM	  	1	  	LO	  	$	** NSP **	  	$	** NSP **
	 	  	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	
	
	  	
	

						
	 	  	NOUN: INTERFACE CONTROL DOCUMENT	  	 	  	 	  	 	 	  	 	 
						
	 	  	Interface Control Document, in accordance with Contract Data Requirements List (CDRL) DD Form 1423, Sequence C001, Exhibit C. SLIN 0004AA represents the ICD report as called
for under Exhibit C. DRAFT REPORT IS TO BE SUMITTED NLT 45 DAYS PRIOR TO THE END OF THE TECHNICAL EFFORT AS REPRESENTED IN THE DELIVERY SCHEDULE DATE OF 26 AUGUST 2005. Documentation is to be prepared in contractor format, email submission of
report must be approved by the technical POC.	  	 	  	 	  	 	 	  	 	 
						
	 	  	(End of narrative B001)	  	 	  	 	  	 	 	  	 	 
						
	 	  	Packaging and Marking	  	 	  	 	  	 	 	  	 	 










					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  


																							
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


						
	 	  	Inspection and Acceptance	  	 	  	 	  	 	 	  	 	 
	 	  	INSPECTION: Destination                 ACCEPTANCE: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	Deliveries or Performance	  	 	  	 	  	 	 	  	 	 
	 	  	 DOC
 REL CD

	 	 MILSTRIP

	  	 SUPPL
ADDR

	  	 SIG CD

	  	 MARK FOR

	  	 TP CD

	  	 	  	 	  	 	  	 
	 	  	001	 	 	  	 	  	 	  	 	  	3	  	 	  	 	  	 	 	  	 	 
	 	  	 DEL REL CD

	  	 QUANTITY

	  	 DEL DATE

	  	 	  	 	  	 	  	 
	 	  	001	  	1	  	26-AUG-2005	  	 	  	 	  	 	 	  	 	 
						
	 	  	FOB POINT: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	SHIP TO: PARCEL POST ADDRESS	  	 	  	 	  	 	 	  	 	 
	 	  	(W26AAN)	 	 PR DIR NIGHT VISION
 ELECTRO SENSOR DIR
RESOURCE MGT DIV
 10221 BURBECK RD STE 409
 FORT BELVOIR VA
22060-5806
	  	 	  	 	  	 	 
						
	 0005
	  	SECURITY CLASS: Unclassified	  	 	  	 	  	 	 	  	 	 
						
	 0005AA
	  	DATA ITEM	  	1	  	LO	  	$	** NSP **	  	$	** NSP **
	 	  	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	
	
	  	
	

						
	 	  	NOUN: FINAL REPORT	  	 	  	 	  	 	 	  	 	 
						
	 	  	Scientific and Technical Report, in accordance with Contract Data Requirements List (CDRL) DD Form 1423, Sequence D001, Exhibit D. SLIN 0005AA represents the Final Reports as
called for under Exhibit D. Documentation is to be prepared in contractor format, email submission of report must be approved by the technical POC.	  	 	  	 	  	 	 	  	 	 
						
	 	  	Payments under this SLIN correlate with the delivery schedules found under SLIN 0001AA and 0001AB.	  	 	  	 	  	 	 	  	 	 
						
	 	  	(End of narrative B001)	  	 	  	 	  	 	 	  	 	 
						
	 	  	Packaging and Marking	  	 	  	 	  	 	 	  	 	 
						
	 	  	Inspection and Acceptance	  	 	  	 	  	 	 	  	 	 
	 	  	INSPECTION: Destination                 ACCEPTANCE: Destination	  	 	  	 	  	 	 	  	 	 
						
	 	  	Deliveries or Performance	  	 	  	 	  	 	 	  	 	 
	 	  	 DOC
REL CD

	 	 MILSTRIP

	  	 SUPPL
ADDR

	  	 SIG CD

	  	 MARK
FOR

	  	 TP CD

	  	 	  	 	  	 	  	 
	 	  	001	 	 	  	 	  	 	  	 	  	3	  	 	  	 	  	 	 	  	 	 
	 	  	 DEL REL CD

	  	 QUANTITY

	  	 DEL DATE

	  	 	  	 	  	 	  	 
	 	  	001	  	1	  	26-AUG-2005	  	 	  	 	  	 	 	  	 	 










					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  


													
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 	  	FOB POINT: Destination	  	 	  	 	  	 	  	 
							
	 	  	SHIP TO:	 	PARCEL POST ADDRESS	  	 	  	 	  	 	  	 
	 	  	(W26AAN)	 	 PR DIR NIGHT VISION
 ELECTRO SENSOR DIR RESOURCE MGT
DIV
 10221 BURBECK RD STE 409
 FORT BELVOIR VA
22060-5806
	  	 	  	 	  	 	  	 










					
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 SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT 
  

									
	 	  	Regulatory Cite

	  	 Title

	  	 	  	 Date


	 C-1
	  	52.6900	  	 ORDER OF PRECEDENCE, ISSUE OF SPECIFICATIONS (STATEMENT OF WORK)
	  	 	  	SEP/2003

  
 1. The documents
listed at Attachment 001 are directly cited within this solicitation/contract and are furnished at Section J. The equipment on contract will be produced in accordance with these documents. 
  
 2. The issue(s) (i.e., number, revision, title and issuance date) of the
documents cited at Attachment 001 govern over any other issue of the same document(s) cited elsewhere within this solicitation/contract. However, when applicable, modifications/exceptions to these documents apply as specified in the provision
entitled ‘Modifications/Exceptions to Listed Specifications and Drawings’ in Section C. When necessary, copies of cancelled or superseded specifications and/or standards applicable to this solicitation/contract are furnished at Section J
(also see provision entitled ‘Cancelled Specification Reinstated’ in Section C). 
  
 3. When applicable, a list of the Contract Data Requirements Lists (CDRLs - DD Form 1423s) that apply to this contract is furnished at Exhibits A-D. The contractor will prepare and deliver the data and information in
accordance with the requirements, quantities and schedules set forth by these CDRLs unless explicitly stated elsewhere in this solicitation/contract. The issue of the Data Item Description (DID) listed in the Acquisition Management Systems and Data
Requirements Control List (AMSDL) (DOD 5010.12-L) is no longer being published. The DID is available online at http://astimage.daps.dla.mil/online/new/. After login to ASSIST-Online click on DIDS in the left frame menu to access the Data Item
descriptions; then click on the DIDS browser. When necessary, copies of canceled or superseded Data Item Descriptions applicable to this solicitation/contract are furnished at Section J. 
  
 4. The offeror/contractor is responsible for reviewing the entire solicitation/contract to identify all directly cited and
subsequent referenced documents. Unless stated explicitly elsewhere in this solicitation/contract, the issue of these documents is that which appears in the hard copy edition of the Department of Defense Index of Specification and Standards
(DoDISS), 15 October 2003 and latest Supplement. Immediately upon completion of this review, the offeror/contractor will notify the Procuring Contracting Officer (PCO) of any conflicts or misunderstandings between this provision and other
contractual requirements. 
  
 5. All directly cited or referenced
documents not furnished with this solicitation may be obtained as follows: 
  
 a. Specifications, Standards and Data Item Descriptions listed in the DoDISS. Obtain these documents from: 
  
 DODSSP 
 Building 4/Section D 
 700 Robbins Avenue 
 Philadelphia, PA 19111-5094 
 FAX: (215) 697-1462 
  
 Note that requests for specification MIL-E-1 must include reference to the tube type. 
  
 b. Commercial Specifications, Standards, and Standards and Descriptions. When applicable, obtain these documents directly from the
publisher. 
  
 c. Standard Practice for
Commercial Packaging (ASTM D 3951-98). When applicable, obtain this document from: 
  
 American Society for Testing and Materials 
 100 Barr Harbor Drive 
 West Conshohoken, PA 19248-2959 
  
 NOTE: You may also obtain Specification and Standard Information via the Defense
Standardization Program Office Webpage, http://www.dodssp.daps.mil Free registration for a UserID and password are required prior to using ASSIST-Online. In most cases, you will be able to download cases from your standard browser. The ASSIST-Online
Website is located at: http://assist.daps.mil 
  
 6. Notes for
Solicitations Involving Government-Furnished Drawings. The drawings specified in this solicitation depict the physical and functional requirements for the complete item and parts thereof. They do not contain complete details of all intervening
processes, from raw material to finished products, which are necessary to fabricate, control, test, adjust, assemble and inspect the equipment on order. 
  
 a. Drawing Review and Certification. 
  
 (1) The government has examined the Technical Data Package and believes that all drawings and related drawing lists needed to prepare a
realistic bid/offer and construct the equipment are included therein. 









					
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 (2) The bidder/offeror/contractor shall utilize the documents (35mm aperture card or
digital computerized files) copies of the drawings supplied with this solicitation as a basis for preparing the bid/offer and constructing the equipment on order in the event of contract award. The bidder/offeror is responsible for assuring that
these documents contain all drawings cited in Attachment 001, excluding drawings for those items which will be government-furnished for incorporation into the equipment on order. Missing or illegible drawings must be reported to the PCO within 15
days after issuance of this solicitation. 
  
 (3)
Concurrent with the submission of the bid/offer, the bidder/offeror will certify that the document set of drawings in the bidder’s/offeror’s possession is complete and legible. If not submitted, the successful bidder/offeror will be
required to furnish such certification prior to award. 
  
 (4) Failure by the bidder/offeror to advise the government of any missing or illegible drawings, or to provide the certification described in paragraph 6.a.(3) above will not be considered an excusable cause for late deliveries or the
submission of nonconforming supplies nor constitute grounds for a claim against the government subsequent to contract award. 
  
 b. Disposition of Drawings and Specifications. 
  

(1) Nonclassified drawings and specifications furnished with this solicitation/contract are not to be returned to the government. They
may be retained by the offeror for future reference or disposed of in any manner at the discretion of the offeror. 
  
 (2) Disposition of classified documents furnished with this solicitation/contract shall be in accordance with Chapter 5, Section 7, of the
National Industrial Security Program Operating Manual (NISPOM), January 1995, DoD 5220.22-M. 
  
 7. Discrepancies in Section B Item Descriptions. The bidder/offeror is responsible for notifying the PCO immediately in the event that: 
  
 a. A line item in this solicitation does not identify the correct part number, drawing number, or
specification, or 
  
 b. The identification of
such parts is inconsistent, or 
  
 c. The line
item refers to an obsolete part/model or a part/model which is no longer the latest baseline configuration for that time. 
  
 In such situations, the bidder/offeror will submit correcting information to the PCO for evaluation and action. 
  
 DEFINITION OF DAC/DAYS AFTER CONTRACT 
  
 The abbreviation ‘DAC’ for days after contract as used on the
Contract Data Requirements List, DD Form 1423, attached to this solicitation or contract, means days after (checked date applies): 
  
 (n/a) effective date of contract. 
  
 (X) date of contract award. 
  
 (End of clause) 









					
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 SECTION D - PACKAGING AND MARKING 
  

							
	 	  	Regulatory Cite

	  	 Title

	  	 Date


	 D-1
	  	52.7043	  	 STANDARD PRACTICE FOR COMMERCIAL PACKAGING
	  	APR/1999

  
 Commercial packaging
of drawings, test reports, software, and other data items shall be in accordance with ASTM D 3951-98. Hardware deliverables shall also be packaged in accordance with ASTM D 3951-98. All packages shall be marked in accordance with MIL-STD-129 (a
waiver-free document). Bar Code Markings are required IAW ANSI/AIM-BC1, Uniform Symbology Specification Code 39 and MIL-STD-129. Intermediate packaging is required to facilitate handling and inventory control whenever the size of the unit package is
64 cubic inches or less. Unit packs requiring intermediate packing shall be packed in quantities governed by the following: 
  
 a. Maximum of 100 unit packs per intermediate container. 
  
 b. Maximum net load of 40 pounds. 
  
 c. Maximum size of 1.5 cubic feet with at least two dimensions not exceeding 16 inches 
  
 Unless otherwise specified, shipments shall be unitized into a single load that can be
handled as a unit throughout the distribution system. The supplier is responsible for performing package testing as specified in ASTM D 3951-98. The government reserves the right to perform any of the tests. 
  
 Copies of ASTM D 3951-98 are available from the: 
  

			
	 	 	 American Society for Testing and Materials
 100 Barr
Harbor Drive
 West Conshohocken, PA 19248-2959.











					
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 SECTION E - INSPECTION AND ACCEPTANCE 
  

							
	 	  	Regulatory Cite

	  	 Title

	  	 Date


	 E-1
	  	52.246-01	  	 CONTRACTOR INSPECTION REQUIREMENTS
	  	APR/1984
	 E-2
	  	52.246-08	  	 INSPECTION OF RESEARCH AND DEVELOPMENT - COST-REIMBURSEMENT
	  	MAY/2001










					
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 SECTION F - DELIVERIES OR PERFORMANCE 
  

									
	 	  	Regulatory Cite

	  	 Title

	  	 	  	 Date


	 F-1
	  	52.242-15	  	 STOP-WORK ORDER
	  	 	  	AUG/1989
	 F-2
	  	52.247-34	  	 F.O.B. DESTINATION
	  	 	  	NOV/1991










					
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 SECTION G - CONTRACT ADMINISTRATION DATA 
  

																				
	 LINE ITEM

	 	 PRON/
 AMS CD/
 MIPR

	 	ACRN

	 	OBLG
STAT

	 	ACCOUNTING CLASSIFICATION

	 	 	 	JOB
ORDER
NUMBER

	 	ACCOUNTING
STATION

	  	OBLIGATED
AMOUNT


	 0001AA
	 	1G38499ACJ	 	AA	 	2	 	21	 	3204000003627525P665502255Y	 	S28043	 	3JF8M5	 	W15GK8	  	$	585,932.00
	 	 	665502M4055	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 
	 0001AB
	 	1G38498ACJ	 	AA	 	2	 	21	 	3204000003627525P665502255Y	 	S28043	 	3JF8M6	 	W15GK8	  	$	49,721.00
	 	 	665502M4055	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL	  	$	635,653.00
						
	 SERVICE NAME

	 	TOTAL BY ACRN

	 	ACCOUNTING CLASSIFICATION

	 	 	 	ACCOUNTING
STATION

	  	 
 

	OBLIGATED
AMOUNT


	 Army
	 	AA	 	21	 	3204000003627525P665502255Y	 	S28043	 	W15GK8	  	$	635,653.00
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL	  	$	635,653.00

  
  

																			
	 	  	 Regulatory Cite

	  	 Title

	  	 Date


	G-1	  	252.204-7004	  	REQUIRED CENTRAL CONTRACTOR REGISTRATION (CCR) Reserved per FAC 2001-16 Use IF0851 or Alternate	  	OCT/2003
	  
 Reserved per FAC 2001-16 OCT 2003
	  	 
	  
 (End of Clause)


  

															
	G-2	  	52.7025	  	PLACE OF PERFORMANCE AND SHIPPING POINT	  	DEC/1987

  
 1. The work called for herein will be
performed by the contractor at the following location(s): 
  

			
	 Location of Final Manufacture:
	  	Costa Mesa, CA
	 	  	 (City, County, State)

		
	 Packaging and Packing:
	  	     Costa Mesa, CA
	 	  	 (City, County, State)

		
	 Shipping Point (at or near):
	  	     Costa Mesa, CA
	 	  	 (Street Address, City, State, Zip Code)

		
	 Producing facilities:
	  	     Costa Mesa, CA
	 	  	 (Owner, Street Address, City, State, Zip Code)

		
	 Operator:
	  	     Costa Mesa, CA
	 	  	 (Operator, Street Address, City, State, Zip Code)


  
 Contractor’s office which will
receive payment, supervise and administer the contract: 
  
 3001 Redhill Ave, Building 3-108, Costa Mesa CA 92626-4532 
 (Street Address, City, State)

  
 2. Contractor’s address on the face page of the contract
will be considered as the location of any of the above elements which are not completed to indicate a different address. 
  
 3. UNCLASSIFIED CONTRACTS. Unless the prior written approval of the Procuring Contracting Officer (PCO) is obtained, the contractor shall not
change the specified place of manufacture, packaging and packing, shipping point and/or producing facilities. Additionally, if such a change is made, the Government shall have the right to deduct from the contract price any increased costs
(shipping, administration, etc.) which the Government may incur as a result of the change as well as any savings (labor costs, etc.) that the Government may be entitled to under the Changes clause. 









					
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 4. CLASSIFIED CONTRACTS AND ANY CONTRACT THE PERFORMANCE OF WHICH WILL REQUIRE ACCESS TO
CLASSIFIED INFORMATION OR MATERIAL. Unless the written approval of the Contracting Officer is obtained in advance, performance under this contract may not be carried on in any plant or factory other than that specified in paragraph 1 of this
clause. 
  

							
	 G-3
	  	52.7050	  	ADMINISTRATIVE DATA/INSTRUCTIONS TO PAYING OFFICE	  	MAR/1999

  
 Project Designation:
Readout Integrated Circuit (ROIC) 
  
 Initiating Activity: CERDEC
NVESD 
 (Item/Project Manager) 
  
 Controlled Item Report Requirements: N/A 
  
 Invoice Address: N/A 
  
 INSTRUCTIONS TO PAYING OFFICE: 
  
 a. The Purchasing Office representative is: 
  
 Name: SUSAN M SHOWLER, CONTRACT SPECIALIST 
  
 Organization Code: AMSEL-ACCC-RT-J(SHOWLER), BLDG 1208W, FORT MONMOUTH, NJ 07703-5008 
  
 Telephone Area Code and No.: (732) 427-1410 
  
 DSN/Autovon No.: 987-1410 
  
 b. Payment will be made by the office designated in Block 12
of Standard Form 26, Block 25 of Standard Form 33, or Block 15 of DD Form 1155. In the case of cost reimbursement type contracts, vouchers should be submitted directly to the cognizant Defense Contract Audit Agency (DCAA). Upon request, the
Administrative Contracting Officer (ACO) will furnish the address of the cognizant DCAA. For other type contracts, the invoice should be forwarded directly to the designated paying office. 
  
 c. See FAR 52.232-33, Mandatory Information for Electronic
Funds Transfer Payment. If payment is not available via electronic transfer then payment to the contractor shall be mailed to the following address (if other than the address shown on SF-26, SF-33 or DD Form 1155): 
  
 Name: 
  
 Address:      
 (City, State, Zip Code) 
  
 UNIT OF PURCHASE: Due to automation, when shipping or billing for the item(s) under this contract, the unit of purchase set forth in the Schedule, Section
B, for each item must be used; e.g., if the quantity column indicates ‘144’ for the item and the unit of purchase column indicates ‘ea’, the system will reject shipping and billing documents which indicate ‘1
gross’. 
  
 NOTE TO PAYING OFFICE: To properly match
disbursements with their corresponding receiving/acceptance document, the paying office shall ensure that the invoice/voucher is disbursed from only those accounting classification reference numbers (ACRNs) and their corresponding subline
item numbers (SLINs) indicated on the invoice/voucher, acceptance statement or receiving report. 
  
  

							
	G-4	  	52.7055	  	MANDATORY USE OF GOVERNMENT TO GOVERNMENT ELECTRONIC MAIL	  	JUN/1999

  
 (a)
Unless exempted by the Procuring Contracting Officer in writing, communication after contract award between Government agencies shall be transmitted via electronic mail (e-mail). 
  
 (b) The following examples include, but are not limited to, the types of communication that shall be
transmitted via e-mail: 
  
 Instructions to
Contract Ordering Officer 
  
 Instructions to
Administrative Contracting Officer* 
  
 Instructions to other Defense Contract Management Command personnel* 
  
 Instructions to Defense Finance Administration Services 









					
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 Instructions to Defense Contract Audit Agency 
  

	*	Includes Government to Government data not covered by the Government’s Defense Contract Management Contract ALERTS Program. Audits and audit requests shall be processed through
the Monitoring and Analysis Branch, e-mail box AMSEL-AC-SP-D@mail1.monmouth.army.mil. 

  
 (c) See Section H Clause 52.6110, Mandatory Use of Contractor to Government Electronic Mail, for further guidance. 
  
 NOTE: Upon receipt of the contract, respective Government agencies using e-mail shall provide
the Procuring Contracting Officer with their e-mail address, name, title, office symbol, contract number, telephone and fax numbers to the e-mail address set forth in Section H, 52.6110. 
  
 (End of clause) 









					
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 SECTION H - SPECIAL CONTRACT REQUIREMENTS 
  

							
	 	  	Regulatory Cite

	  	 Title

	  	 Date


	 H-1
	  	252.204-7003	  	CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT	  	APR/1992
				
	 H-2
	  	52.6110	  	MANDATORY USE OF CONTRACTOR TO GOVERNMENT ELECTRONIC MAIL	  	JUN/1999

  
 (a)
Unless exempted by the Contracting Officer in writing, communications after contract award shall be transmitted via electronic mail (e-mail). This shall include all communication between the Government and the contractor except Contract Awards,
Contract Modifications, Proposals, Procurement Sensitive Information, Classified Information and Proprietary Information. Return receipt will be used if a commercial application is available. CECOM will announce commercial applications for these
items when they are available. At that time the above items will also be sent via e-mail. 
  
 (b) The format for all communication shall be compatible with the following: Outlook/Office 2000 
  
 (c) Files larger than 1/2 megabytes must use alternate means
of transmission such as Zip Compression/Inflation (WinZip), File Transfer Protocol, WinFax or any Fax Modem. (Note: This includes both the text message and the attachment.) If an attachment is in binary format, the number of bytes for the attachment
increases by 33%. Large items can be put on disk and mailed with the Contracting Officer’s approval. 
  
 (d) A copy of all communications, with the exception of technical reports, shall be provided to the contract specialist. 
  
 (e) The following examples include, but are not limited to,
the types of communication that shall be transmitted via e-mail: 
  
 Routine Letters 
 Requests for Proposals under the contract 
 Price Issues (except contractor pricing data) 
 Contract Data Requirements List Submittals 
 Contract Data Requirements List Comments 
 Approvals/Disapprovals by the Government

 Technical Evaluations of Contract Items 
 Clarifications 
 Configuration Control 
 Drawings (not to exceed 1/2 megabyte) 
 Revised Shipping Instructions 
 Change Order Directions 
  
 (f) In order to be contractually binding, all Government communications must be sent from the Contracting Officer’s e-mail address and contain the /s/ symbol above the Contracting Officer’s signature block.
The contractor shall designate the personnel with signature authority who can contractually bind the contractor. All binding contractor communication shall be sent from this contractor e-mail address. 
  
 (g) The Government reserves the right to upgrade to more
advanced commercial applications at any time during the life of the contract. 
  
 (h) Upon award, the Contractor shall provide the Contracting Officer with a list of e-mail addresses for all administrative and technical personnel assigned to this contract. If known, the contractor shall also
furnish the e-mail addresses of the Administrative Contracting Officer, DFAS and DCAA cognizant personnel. Upon receipt of the contract, all recipients are required to forward their e-mail address, name, title, office symbol, contract number,
telephone number and fax number to the Contracting Officer’s e-mail address listed below: 
  

	 	(i)	The Contracting Officer’s e-mail address is: virginia.knight@us.army.mil 

 The Contract Specialist’s e-mail address is susan.showler@us.army.mil 
 The Technical Point of
Contact’s e-mail address is: michael.grenn@nvl.army.mil 
  
 (End of clause) 
  

							
	 H-3
	  	52.6115	  	MATERIAL INSPECTION AND RECEIVING REPORTS (DD FORM 250) DFARS	  	APR/1999
	 	  	 	  	APPENDIX F	  	 










					
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 (a) Addresses required for special distribution in accordance with Table 2 and
additional distribution requirements not covered by DOD FARS Appendix F, Tables 1 and 2 are as follows: 
  

			
	 ADDRESS

	  	NO. OF COPIES


	 Commander,
 US Army CECOM,
 ATTN: AMSEL-ACCC-RT-E(SHOWLER)
 Fort Monmouth, NJ 07703-5000
 SUSAN.SHOWLER@US.ARMY.MIL
	  	1
		
	 U.S. Army RDECOM CERDEC NVESD
 10221 Burbeck Road
 ATTN: AMSEL-RD-NV-ST-ICT(Grenn)
 Fort Belvoir, VA 22060-5806
	  	2
		
	 Commander,
 US Army CECOM,
 ATTN: AMSEL-  AC-CS-E(ALE)
 Fort Monmouth, NJ 07703-5000
	  	1

  
 (b)
These special distribution instructions shall be included in any subcontract hereunder where the items produced by the subcontractor are to be shipped directly to the Government. 
  
 PROCEDURAL NOTE: In accordance with FAR 32.905(f), all invoice payments shall be supported by a receiving report or any other Government
documentation authorizing payment to include, but not limited to the following: 
  
 (1) Contract number or other authorization for supplies delivered or services performed. 
  
 (2) Description of supplies delivered or services performed. 
  
 (3) Quantities of supplies received and accepted or services performed, if applicable. 
  
 (4) Date supplies delivered or services performed. 
  
 (5) Date supplies or services were accepted by the designated Government official. 
  
 (6) Signature, or when permitted by agency regulations, electronic
equivalent, printed name, title, mailing address, and telephone number of the designated Government official responsible for acceptance or approval functions. 
  

The Department of Defense Activity Address Code (DODAAC) may be used in lieu of the mailing address. E-mail addresses, if possible, shall be added to facilitate
communication and the Contractor’s Tax Identification Number (TIN) should also be included on the respective invoices for tracking purposes. 
  
 DFAS (Payment Office) WILL RETURN TO SENDER ANY RECEIVING REPORTS (INCLUDING DD FORM 250) WHICH DO NOT CONTAIN THE REQUIRED INFORMATION. 
  

							
	H-4	  	52.245-5	  	GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR - HOURS CONTRACTS) (JAN 1986) (DEV) AND ALTERNATE I (JUL 1985)	  	JAN/1986

  
 CLASS DEVIATION (7/13/99) AND ALT I

  

	 	(a)	Government-furnished property. (1) The term “Contractor’s managerial personnel,” as used in paragraph (g) of this clause, means any of the Contractor’s
directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of— 

  
 (i) All or substantially all of the Contractor’s business; 
  

(ii) All or substantially all of the Contractor’s operation at any one plant, or separate location at which the contract is being performed; or

  
 (iii) A separate and complete major industrial operation
connected with performing this contract. 
  
 (2) The Government
shall deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-furnished property described in the Schedule or 










					
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specifications, together with such related data and information as the Contractor may request and as may be reasonably required for the intended use of the
property (hereinafter referred to as “Government-furnished property”). 
  
 (3) The delivery or performance dates for this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if
not so stated, in sufficient time to enable the Contractor to meet the contract’s delivery or performance dates. 
  
 (4) If Government-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt,
notify the Contracting Officer, detailing the facts, and, as directed by the Contracting Officer and at Government expense, either effect repairs or modification or return or otherwise dispose of the property. After completing the directed action
and upon written request of the Contractor, the Contracting Officer shall make an equitable adjustment as provided in paragraph (h) of this clause. 
  
 (5) If Government-furnished property is not delivered to the Contractor by the required time or times, the Contracting Officer shall, upon the
Contractor’s timely written request, make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause. 
  

	 	(b)	Changes in Government-furnished property. (1) The Contracting Officer may, by written notice, (i) decrease the Government-furnished property provided or to be provided under this
contract or (ii) substitute other Government-furnished property for the property to be provided by the Government or to be acquired by the Contractor for the Government under this contract. The Contractor shall promptly take such action as the
Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by this notice. 

  
 (2) Upon the Contractor’s written request, the Contracting Officer shall make an equitable adjustment to the contract in accordance with paragraph(h)
of this clause, if the Government has agreed in the Schedule to make such property available for performing this contract and there is any— 
  
 (i) Decrease or substitution in this property pursuant to subparagraph (b)(1) above; or 
  
 (ii) Withdrawal of authority to use property, if provided under any other contract or lease. 
  

	 	(c)	Title. (1) The Government shall retain title to all Government-furnished property. 

  
 (2) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government
under this paragraph (collectively referred to as “Government property”), are subject to the provisions of this clause. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by
the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property. 
  
 (3) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract
and that, under the provisions of this contract is to vest in the Government, shall pass to and vest in the Government upon the vendor’s delivery of such property. Title to all other property, the cost of which is to be reimbursed to the
Contractor under this contract and that under the provisions of this contract is to vest in the Government, shall pass to and vest in the Government upon — 
  
 (i) Issuance of the property for use in contract performance; 
  
 (ii) Commencement of processing of the property or its use in contract
performance; or 
  
 (iii) Reimbursement of the cost of the
property by the Government, whichever occurs first. 
  
 (4) Title
to equipment (and other tangible personal property) purchased with funds available for research and having an acquisition cost of less than $5,000 shall vest in the Contractor upon acquisition or as soon thereafter as feasible; provided, that the
Contractor obtained the Contracting Officer’s approval before each acquisition. 









					
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 Title to equipment purchased with funds available for research and having an acquisition cost of
$5,000 or more shall vest as set forth in the contract. If title to equipment vests in the Contractor under this subparagraph c)(4), the Contractor agrees that no charge will be made to the Government for any depreciation, amortization, or use under
any existing or future Government contract or subcontract thereunder. The Contractor shall furnish the Contracting Officer a list of all equipment to which title is vested in the Contractor under this subparagraph (c)(4) within 10 days following the
end of the calendar quarter during which it was received. 
  
 (5)
Vesting title under this paragraph (c) is subject to civil rights legislation, 42 U.S.C.2000d. Before title is vested and by signing this contract, the Contractor accepts and agrees that — 
  
 No person in the United States shall, on the ground of race, color, or
national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this contemplated financial assistance (title to equipment). 
  

	 	(d)	Use of Government property. The Government property shall be used only for performing this contract, unless otherwise provided in this contract or approved by the Contracting
Officer. 

  

	 	(e)	Property administration. (1) The Contractor shall be responsible and accountable for all Government property provided under the contract and shall comply with Federal Acquisition
Regulation (FAR) Subpart 45.5, as in effect on the date of this contract. 

  
 (2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Government property in accordance with sound business practice and the applicable provisions
of FAR Subpart 45.5. 
  
 (3) If damage occurs to Government
property, the risk of which has been assumed by the Government under this contract, the Government shall replace the items or the Contractor shall make such repairs as the Government directs. However, if the Contractor cannot effect such repairs
within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Government is responsible is replaced or repaired, the Contracting Officer shall make an equitable
adjustment in accordance with paragraph (h) of this clause. 
  

	 	(f)	Access. The Government and all its designees shall have access at all reasonable times to the premises in which any Government property is located for the purpose of inspecting the
Government property. 

  

	 	(g)	Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses
incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. 

  
 (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses
incidental to such loss, destruction, or damage)— 
  
 (i)
That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater;

  
 (ii) That results from a risk that is in fact covered by
insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; 
  
 (iii) For which the Contractor is otherwise responsible under the express terms of this contract; 
  
 (iv) That results from willful misconduct or lack of good faith on the part
of the Contractor’s managerial personnel; or 
  
 (v) That
results from a failure on the part of the Contractor, due to willful misconduct or 










					
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lack of good faith on the part of the Contractor’s managerial personnel, to establish and administer a program or system for the control, use,
protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. 
  
 (3)(i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the
Contractor’s managerial personnel) of the Government’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith
on the part of the Contractor’s managerial personnel. 
  
 (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or
damage— 
  
 (A) Did not result from the
Contractor’s failure to maintain an approved program or system; or 
  
 (B) Occurred while an approved program or system was maintained by the Contractor. 
  
 (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the
Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while
in the subcontractor’s possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract
shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. 
  
 (5) [The contractor shall notify the contracting officer u]pon loss or
destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract
performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and
furnish to the Contracting Officer a statement of— 
  
 (i)
The lost, destroyed, or damaged Government property; 
  
 (ii)
The time and origin of the loss, destruction, or damage; 
  
 (iii) All known interests in commingled property of which the Government property is a part; and 
  
 (iv) The insurance, if any, covering any part of or interest in such commingled property. 
  
 (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the
Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor’s) that separation is impractical, the
Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the
resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with
paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor’s liability under this paragraph (g) when
making any such equitable adjustment. 
  
 (7) The Contractor
shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have
expressly required the Contractor to carry such insurance under another provision of this contract. 









					
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 (8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction
of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as
directed by the Contracting Officer. 
  
 (9) The Contractor shall
do nothing to prejudice the Government’s rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government’s
expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has
not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage. 

 

	 	(h)	Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes
clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The Government shall not be liable to suit for
breach of contract for— 

  
 (1) Any delay in
delivery of Government-furnished property; 
  
 (2) Delivery of
Government-furnished property in a condition not suitable for its intended use; 
  
 (3) A decrease in or substitution of Government-furnished property; or 
  
 (4) Failure to repair or replace Government property for which the Government is responsible. 
  

	 	(i)	Final accounting and disposition of Government property. Upon completing this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall
submit, in a form acceptable to the Contracting, Officer inventory schedules covering all items of Government property not consumed in performing this contract or delivered to the Government. The Contractor shall prepare for shipment, deliver f.o.b.
origin, or dispose of the Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the cost of the work covered by this contract or paid to the Government as directed
by the Contracting Officer. The foregoing provisions shall apply to scrap from Government property; provided, however, that the Contracting Officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of
faulty castings or forgings or of cutting and processing waste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings, and remnants, and to dispose of such scrap in accordance with the Contractor’s normal
practice and account for it as a part of general overhead or other reimbursable costs in accordance with the Contractor’s established accounting procedures. 

  

	 	(j)	Abandonment and restoration of Contractor premises. Unless otherwise provided herein, the Government— 

  
 (1) May abandon any Government property in place, at which time all
obligations of the Government regarding such abandoned property shall cease; and 
  
 (2) Has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances (e.g., abandonment, disposition upon completion of need, or contract completion). However, if the
Government-furnished property (listed in the Schedule or specifications) is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (h) of this clause may
properly include restoration or rehabilitation costs. 
  

	 	(k)	Communications. All communications under this clause shall be in writing. 

  

	 	(l)	 Overseas contracts. If this contract is to be performed outside the United States of America, its territories, or possessions, the words “Government” and
“Government-furnished” 












					
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(wherever they appear in this clause) shall be construed as “United States Government” and “United States Government-furnished,”
respectively. 


  
 (End of
clause) 
  

							
	H-5	  	252.235-7011	  	FINAL SCIENTIFIC OR TECHNICAL REPORT	  	SEP/1999

  
 The Contractor shall
submit two copies of the approved scientific or technical report delivered under this contract to the Defense Technical Information Center (DTIC), Attn: DTIC-OC, 8725 John J. Kingman Road, Suite 0944, Fort Belvoir, Virginia, VA 22060-6218. The
Contractor shall include a completed Standard Form 298, Report Documentation Page, with each copy of the report. For submission of reports in other than paper copy, contact the Defense Technical Information Center, Attn: DTIC-OC, 8725 John J.
Kingman Road, Suite 0944, Fort Belvoir, Virginia, VA 22060-6218 
  

							
	H-6	  	52.7510	  	ESTIMATED COST, FIXED FEE, SUM ALLOTTED	  	AUG/2003

  
 (a)
Estimated Cost: The estimated cost of the contractor’s performance hereunder, exclusive of the fixed fee, is $724,927.84 which amount is based upon data on file in the office of the Contracting Officer. This sum may be increased from
time to time by the Government solely at its discretion. Upon the making of any such increase, the Contracting Officer shall notify the contractor in writing thereof. 
  
 (b) Fixed Fee: In addition to the estimated cost, the Government shall pay the contractor a fixed fee
of $54,564.46 for the performance of this contract. Subject to the withholding provided for in the clause of this contract entitled ‘Fixed Fee’, and unless the Contracting Officer determines that the contractor’s performance is
unsatisfactory, this fixed fee may be paid, as it accrues in monthly installments in amounts which, when added to all previous payments on account of the fixed fee, bear the same proportion to the total fixed fee as the sum of the payments made and
due on account of all allowable cost bear to the total estimated cost, or where appropriate, such payments of fixed fee will be based upon the percentage of completion of the work as determined from estimate made or approved by the Contracting
Officer. 
  
 (c) Sum Allotted: There has
been allotted for this contract, inclusive of the fixed fee, the total sum of $635,653.00. Being $591,157.29 on account of allowable cost and $44,495.71 on account of fixed fee. 
  

							
	H-7	  	52.7520	  	RELEASE OF INFORMATION MATERIAL TO THE PUBLIC BY PUBLICATION OR OTHER
MEANS OF DISSEMINATION AND MARKING OF TECHNICAL REPORTS POTENTIALLY
DISCLOSING INVENTIONS	  	SEP/1997

  
 Scientific and technical information
received in performance of, or generated by industry in performance of, an Army Contract will not be released to the public if it discloses classified or unclassified military applications, if the disclosure will be adverse to the national interest
or will contain subject matter requiring review by the Department of Defense prior to release. In addition, release of information material which would generate national public interest is to be announced at the seat of Government and not by private
industry. To preclude unauthorized release, information material which the contractor intends to publish or release to the public by other means will be forwarded to the Contracting Officer for approval prior to release. The following listing
indicates the number of copies to be submitted for review and the time frame required by the Government to provide approval for release. The request for release shall indicate the date by which approval is required: 
  

					
	 Material to be
Reviewed/Approved

	  	Number of
Copies

	  	Days Required By
Government to Approve


			
	 Written materials and still photographs (properly captioned).
	  	1	  	20
			
	Scientific and Technical Papers and Presentations (each copy will include appropriate copies of all viewgraphs, photographs, charts, graphs and similar material properly captioned).	  	3	  	30
			
	Technical information which might pertain to potential ‘subject inventions’, the ‘Patent Rights’ requirement in Section H.	  	3	  	30
			
	Fact Sheets, Pamphlets and Brochures (each copy will include full text, layout and all illustrative material).	  	3	  	30










					
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	 Name of Offeror or Contractor: IRVINE SENSORS CORPORATION
	  	 

  


					
			
	Contractor Advertisements (each copy will include text and layout, including artwork and photographs as proposed for final publication).	  	1	  	20
			
	Exhibits-Design/Layout with test of copy to appear on display material and all artwork and photographs proposed for exhibition.	  	3	  	30
			
	 Motion Picture Productions will have a series of reviews conducted as follows:
	  	 	  	 
			
	 (1) Preliminary written story/concept
	  	3	  	30
			
	 (2) Final shooting script, including scene description/narration
	  	3	  	25
			
	 (3) Rough cut film minus sound track before final editing; copy of final draft narration or final print with final narration.
	  	 	  	 
			
	 TV NEWS FILM
	  	 	  	 
			
	One B-wind master for eventual release and file and two prints for review and return to originator.	  	 	  	30

  
 (Material will be
reviewed and normally approved at CECOM. Some documentation/material involving presentation outside the U.S.A. or material involving tri-service coordination will require US Army Materiel Command, Department of Army or Department of Defense
approval. Fifteen (15) days additional time will be needed for approval of speeches and 40 days additional time will be needed for approval of manuscripts and other material, if approval is required above CECOM level.) 
  
 Notification of approval to release may be received in writing or verbally.
If received verbally, it will be confirmed in writing by the Contracting Officer. The contractor shall provide the name and telephone number of the person to be notified verbally. 
  
 MARKING OF TECHNICAL REPORTS POTENTIALLY DISCLOSING INVENTIONS 
  
 Any report of either an interim nature or any final report not intended for public
distribution which contains potentially patentable subject matter, shall have the following legend prominently displayed on its cover: 
  
 Notwithstanding any other legends marked hereon, this document contains information which may disclose a patentable invention in which the Government has
a right, title or interest. Further distribution of this document to any non-governmental agency is prohibited without the written approval of US Army CECOM, Fort Monmouth, NJ (see 35 USC 205). 
  

							
	H-8	  	52.7630	  	YEAR 2000 COMPLIANCE	  	APR/2001

  
 The contractor shall ensure that
products provided under this contract, to include hardware, software, firmware, and middleware, whether acting alone or combined as a system, are year 2000 compliant as defined at FAR Part 39. 









					
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 SECTION I - CONTRACT CLAUSES 
  

							
	 	  	Regulatory Cite

	  	 Title

	  	 Date


	 I-1  
	  	52.203-3	  	GRATUITIES	  	APR/1984
	 I-2  
	  	52.203-5	  	CONVENANT AGAINST CONTINGENT FEES	  	APR/1984
	 I-3  
	  	52.203-6	  	RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT	  	JUL/1995
	 I-4  
	  	52.203-6	  	RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1995) AND ALTERNATE I (OCT 1995)	  	JUL/1995
	 I-5  
	  	52.203-7	  	ANTI-KICKBACK PROCEDURES	  	JUL/1995
	 I-6  
	  	52.203-8	  	CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY	  	JAN/1997
	 I-7  
	  	52.203-10	  	PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY	  	JAN/1997
	 I-8  
	  	52.203-12	  	LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS	  	JUN/2003
	 I-9  
	  	52.204-4	  	PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER	  	AUG/2000
	 I-10
	  	52.209-6	  	PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT	  	JUL/1995
	 I-11
	  	52.211-15	  	DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS	  	SEP/1990
	 I-12
	  	52.215-2	  	AUDIT AND RECORDS—NEGOTIATION	  	JUN/1999
	 I-13
	  	52.215-8	  	ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT	  	OCT/1997
	 I-14
	  	52.215-10	  	PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA	  	OCT/1997
	 I-15
	  	52.215-12	  	SUBCONTRACTOR COST OR PRICING DATA	  	OCT/1997
	 I-16
	  	52.216-8	  	FIXED FEE	  	MAR/1997
	 I-17
	  	52.219-8	  	UTILIZATION OF SMALL BUSINESS CONCERNS	  	OCT/2000
	 I-18
	  	52.222-03	  	CONVICT LABOR	  	JUN/2003
	 I-19
	  	52.222-20	  	WALSH-HEALEY PUBLIC CONTRACTS ACT	  	DEC/1996
	 I-20
	  	52.222-35	  	EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA & OTHER ELIGIBLE VETERANS	  	DEC/2001
	 I-21
	  	52.222-36	  	AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITES	  	JUN/1998
	 I-22
	  	52.222-37	  	EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA AND OTHER ELIGIBLE VETERANS	  	DEC/2001
	 I-23
	  	52.223-6	  	DRUG-FREE WORKPLACE	  	MAY/2001
	 I-24
	  	52.225-13	  	RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (DEVIATION)	  	OCT/2003
	 I-25
	  	52.227-1	  	AUTHORIZATION AND CONSENT (JUL 1995) AND ALTERNATE I (APR 1984)	  	JUL/1995
	 I-26
	  	52.227-2	  	NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT	  	AUG/1996
	 I-27
	  	52.227-11	  	PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT FORM)	  	JUN/1997
	 I-28
	  	52.228-7	  	INSURANCE - LIABILITY TO THIRD PERSONS	  	MAR/1996
	 I-29
	  	52.232-17	  	INTEREST	  	JUN/1996
	 I-30
	  	52.232-23 ALT I	  	ASSIGNMENT OF CLAIMS (JAN 1986) AND ALTERNATE I (APR 1984)	  	JAN/1986
	 I-31
	  	52.232-25	  	PROMPT PAYMENT	  	OCT/2003
	 I-32
	  	52.232-33	  	PAYMENT BY ELECTRONIC FUNDS TRANSFER - CENTRAL CONTRACTOR REGISTRATION	  	OCT/2003
	 I-33
	  	52.233-1	  	DISPUTES	  	JUL/2002
	 I-34
	  	52.242-01	  	NOTICE OF INTENT TO DISALLOW COSTS	  	APR/1984
	 I-35
	  	52.242-13	  	BANKRUPTCY	  	JUL/1995
	 I-36
	  	52.243-02	  	CHANGES - COST-REIMBURSEMENT (AUG 1987) AND ALTERNATE V (APR 1984)	  	AUG/1987
	 I-37
	  	52.244-2	  	SUBCONTRACTS	  	AUG/1998
	 I-38
	  	52.244-5	  	COMPETITION IN SUBCONTRACTING	  	DEC/1996
	 I-39
	  	52.249-06	  	TERMINATION (COST-REIMBURSEMENT)	  	SEP/1996
	 I-40
	  	52.249-14	  	EXCUSABLE DELAYS	  	APR/1984
	 I-41
	  	252.209-7000	  	ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE INSPECTION UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES (INF) TREATY	  	NOV/1995
	 I-42
	  	252.225-7004	  	REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES	  	APR/2003
	 I-43
	  	252.225-7009	  	***REMOVED per DCN 20030331***USE IA0197** DUTY-FREE ENTRY— QUALIFYING COUNTRY SUPPLIES (END PRODUCTS AND COMPONENTS)	  	AUG/2000
	 I-44
	  	252.225-7024	  	***RESERVED per DCN 20030331*** RESTRICTION ON ACQUISITION OF NIGHT VISION IMAGE INTENSIFIER TUBES AND DEVICES	  	DEC/1991
	 I-45
	  	252.225-7025	  	RESTRICTION ON ACQUISITION OF FORGINGS	  	APR/2003
	 I-46
	  	252.225-7031	  	SECONDARY ARAB BOYCOTT OF ISRAEL	  	APR/2003
	 I-47
	  	252.227-7016	  	RIGHTS IN BID OR PROPOSAL INFORMATION	  	JUN/1995
	 I-48
	  	252.227-7018	  	RIGHTS IN NONCOMMERCIAL TECHNICAL DATA AND COMPUTER SOFTWARE —SMALL BUSINESS INNOVATIVE RESEARCH (SBIR) PROGRAM	  	JUN/1995
	 I-49
	  	252.227-7027	  	DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE	  	APR/1988
	 I-50
	  	252.227-7030	  	TECHNICAL DATA—WITHHOLDING OF PAYMENT	  	MAR/2000
	 I-51
	  	252.227-7036	  	DECLARATION OF TECHNICAL DATA CONFORMITY	  	JAN/1997










					
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	 	  	Regulatory Cite

	  	 Title

	  	 Date


	 I-52
	  	252.227-7037	  	 VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA
	  	SEP/1999
	 I-53
	  	252.246-7000	  	 MATERIAL INSPECTION AND RECEIVING REPORT
	  	MAR/2003
				
	 I-54
	  	52.216-7	  	 ALLOWABLE COST AND PAYMENT
	  	DEC/2002

  
 (a) Invoicing. The Government shall
make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Subpart 31.2 of
the Federal Acquisition Regulation (FAR) in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the
representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract. 
  
 (2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the
contract are contract financing payments, except interim payments if this contract contains Alternate i to the clause at 52.232-25. 
  
 (3) The designated payment office will make interim payments for contract financing on the 30TH day after the designated billing office receives a proper payment request.

  
 In the event that the Government requires an audit or other review of a
specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date. 
  
 (b) Reimbursing costs. 
  
 (1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of this section, with respect to pension, deferred profit
sharing, and employee stock ownership plan contributions), the term “costs” includes only — 
  
 (i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of
actual payment for items or services purchased directly for the contract; 
  
 (ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for — 
  
 (A) Supplies and services purchased directly for the contract and
associated financing payments to subcontractors, provided payments determined due will be made- 
  
 (1) In accordance with the terms and conditions of a subcontract or invoice; and 
  
 (2) Ordinarily within 30 days of the submission of the
Contractor’s payment request to the Government; 
  
 (B)
Materials issued from the Contractor’s inventory and placed in the production process for use on the contract; 
  
 (C) Direct labor; 
  
 (D) Direct travel; 
  
 (E) Other direct in-house costs; and 
  
 (F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under
Government contracts; and 
  
 (iii) The amount of
financing payments that have been paid by cash, check or other form of payment to subcontractors. 
  
 (2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless- 
  
 (i) The Contractor’s practice is to make contributions
to the retirement fund quarterly or more frequently; and 
  
 (ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor’s indirect costs for
payment purposes). 
  
 (3) Notwithstanding the audit and
adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause. 
  
 (4) Any statements in specifications or other documents incorporated in this
contract by reference designating performance of services or furnishing of materials at the Contractor’s expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause. 









					
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 (c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

  
 (d) Final indirect cost rates. 
  
 (1) Final annual indirect cost rates and the appropriate bases shall be
established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal. 
  
 (2) 
  
 (i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency
official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting
Officer. The Contractor shall support its proposal with adequate supporting data. 
  
 (ii) The proposed rates shall be based on the Contractor’s actual cost experience for that period. The appropriate Government
representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor’s proposal. 
  
 (3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The
understanding shall specify 
  
 (i) the
agreed-upon final annual indirect cost rates, 
  
 (ii) the bases to which the rates apply, 
  
 (iii) the periods for which the rates apply, 
  
 (iv) any specific indirect cost items treated as direct costs in the settlement, and 
  
 (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates.

  
 The understanding shall not change any monetary ceiling,
contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution. 
  
 (4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the
Disputes clause. 
  
 (5) Within 120 days (or longer, if approved
in writing by the Contracting Officer), after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates.

  
 (6) 
  
 (i) If the Contractor fails to submit a completion invoice
or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may 
  
 (A) Determine the amounts due to the Contractor under the contract; and 
  
 (B) Record this determination in a unilateral modification to the contract. 
  
 (ii) This determination constitutes the final decision of
the Contracting Officer in accordance with the Disputes Clause. 
  
 (e) Billing
rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject
to adjustment when the final rates are established. These billing rates — 
  
 (1) Shall be the anticipated final rates; and 
  
 (2) May be prospectively or retroactively revised by mutual agreement, at either party’s request, to prevent substantial overpayment or underpayment. 
  
 (f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied. 









					
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 (g) Audit. At any time or times before final payment, the Contracting Officer may have the
Contractor’s invoices or vouchers and statements of cost audited. Any payment may be — 
  
 (1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs; or 
  
 (2) Adjusted for prior overpayments or underpayments. 
  
 (h) Final payment. 
  
 (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this
clause, and upon the Contractor’s compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid. 
  
 (2) The Contractor shall pay to the Government any refunds, rebates, credits,
or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the
Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each
assignee whose assignment is in effect at the time of final payment shall execute and deliver — 
  
 (i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other
amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and 
  
 (ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out
of or under this contract, except — 
  
 (A)
Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known; 
  
 (B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the
performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following
the release date or notice of final payment date, whichever is earlier; and 
  
 (C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the
Contractor’s indemnification of the Government against patent liability. 
  
 (End of Clause) 
  

							
				
	 I-55
	  	52.227-03	  	 PATENT INDEMNITY (ALTERNATE II)
	  	APR/1984        

  
 The following
paragraph (c) is added to the clause at FAR 52.227-03 (APR 84), which is incorporated by reference: 
  
 (c) This patent indemnification shall cover the following items: 
  

This patent indemnification shall be applicable to any patent claims or suits against the Government arising out of any activity occurring pursuant to this contract
regarding the making, use, or sale of any items, or materials; or the practicing of any processes; which, in either case, have been sold or offered for sale by the contractor or its subcontractors hereunder to the public, in the commercial open
market, and to such items, materials, or processes with relatively minor modifications thereto. 
  

							
				
	 I-56
	  	52.252-02	  	 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.arnet.gov/far 
  
              http://farsite.hill.af.mil 
  
 (End of Clause) 









					
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 SECTION J - LIST OF ATTACHMENTS 
  

									
	 List of
 Addenda

	  	 Title

	  	 Date

	  	Number
of Pages

	  	 Transmitted By


	 Exhibit A
	  	 DD FORM 1423 MONTHLY REPORT AND DID
	  	 	  	003	  	EMAIL
	 Exhibit B
	  	 DD FORM 1423 BI MONTHLY REPORT AND DID
	  	 	  	002	  	EMAIL
	 Exhibit C
	  	 DD FORM 1423 ICD AND DID
	  	 	  	002	  	EMAIL
	 Exhibit D
	  	 DD FORM 1423 FINAL REPORT AND DID
	  	 	  	002	  	EMAIL
	 Attachment 001
	  	 STATEMENT OF WORK - ROIC DEVELOPMENT
	  	15-AUG-2003	  	005	  	EMAIL
	 Attachment 002
	  	 OZONE DEPLETING SUBSTANCES
	  	 	  	001	  	EMAIL