Research and Development Services Contract - Department of Defense and CombiMatrix Corp.
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AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGE
UNDER DPAS (15 CRF 350) DO-C9E 1 17
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2. CONTRACT [illegible] NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
DAAD13-00-C-0033 10 Jul 2000 W80B3W20000339
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5. ISSUED BY CODE DAAD13 6. ADMINISTERED BY [illegible] CODE S4801A
AMC ACQUISITION CENTER-EDGEWOOD DCMC SEATTLE -----------
AM6SB-ACC/BLDG.E-4466 CORPORATE CAMPUS EAST III
5183 BLACKHAWK ROAD 3009 112TH AVE. NE
SUITE 200
ABERDEEN PROVING GROUND, MD 21010-5424 BELLEVUE, WA 98004-8019
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7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, [illegible] 8. DELIVERY
COMBIMATRIX CORPORATION state and zip code) [ ] FOB ORIGIN [X] OTHER (See below)
34935 SE DOUGLAS ST. -------------------------------------------------
SUITE 110 9. DISCOUNT FOR PROMPT PAYMENT
SNOQUALMIE, WA 98065
-------------------------------------------------
10. SUBMIT INVOICES ITEM
(4 copies unless otherwise specified)
--------------------------------------------------------------------------------- TO THE ADDRESS
CODE 1L178 FACILITY CODE SHOWN IN:
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11. SHIP TO/MARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE HQ0339
----------------------- DFAS-COLUMBUS CENTER -----------
DFAS-CO/WEST ENTITLEMENT OPERATIONS
P.O. BOX 182231
SEE SCHEDULE COLUMBUS, OH 43218-2381
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13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN 14. ACCOUNTING AND APPROPRIATION DATA
COMPETITION:
[ ] 10 U.S.C.2304(c)( ) [ ] 41 U.S.C.253(c)( ) See Schedule
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15A. ITEM NO. 15B. SUPPLIES/SERVICES 15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT
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SEE SCHEDULE
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15G. TOTAL AMOUNT OF CONTRACT $730,000.00
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16. TABLE OF CONTENTS
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(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)
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PART I - THE SCHEDULE PART II - CONTRACT CLAUSES
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X A SOLICITATION/CONTRACT FORM 1-1 X I CONTRACT CLAUSES 12
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X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III-LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
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X C DESCRIPTION/SPECS./WORK STATEMENT 4 X J LIST OF ATTACHMENTS 17
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X D PACKAGING AND MARKING 6 PART IV-REPRESENTATIONS AND INSTRUCTIONS
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X E INSPECTION AND ACCEPTANCE 7 REPRESENTATIONS, CERTIFICATIONS
--------------------------------------------------------------- K AND OTHER STATEMENTS
X F DELIVERIES OR PERFORMANCE 8 OR OFFERORS
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X G CONTRACT ADMINISTRATION DATA 9 L INSTRS., CONDS., AND NOTICES TO OFFERORS
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X H SPECIAL CONTRACT REQUIREMENTS 10 M EVALUATION FACTORS FOR AWARD
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CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
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17. (X) CONTRACTOR'S NEGOTIATED AGREEMENT [ILLEGIBLE] 18. ( ) AWARD [ILLEGIBLE]
[COPY ILLEGIBLE] [COPY ILLEGIBLE]
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19A. NAME AND TITLE OF SIGNER (Type or print) 20A. NAME AND TITLE OF CONTRACTING OFFICER
/s/ STEVE BURKE, CFO
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19B. NAME OF CONTRACTOR 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA 20C. DATE SIGNED
BY /s/ BURKE 7-11-00 BY
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<PAGE> 2
DAAD13-00-C-0033
Page 2 of 17
SECTION B Supplies or Services and Prices
ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
0001 1.00 Lot $730,000.00 $730,000.00
Research and Development Services
In accordance with Statement of Work title "Nanode Array Sensor
Microchips-Phase II", in Section C of this contract. This is a
Firm Fixed Price Contract as described in FAR 16.202
--------------
NET AMT
ACRN AA Funded Amount $365,000.00
ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
0002 $ $NSP
CONTRACT DATA REQUIREMENT LIST
FFP-EXHIBIT A, SEQUENCE A001-A004. In accordance with
DD Form 1423
--------------
NET AMT
$
See Exhibit A
Payments, in accordance with the following schedule and in the amounts
specified, will be made to the contractor subsequent to the receipt and
acceptance of quarterly reports by the Government and submission of an invoice:
QUARTERLY REPORT/INVOICE PAYMENT
1st Quarterly Report/Invoice #1/7-October-2000 $91,250.00
2nd Quarterly Report/Invoice #2/7-January-2001 $91,250.00
3rd Quarterly Report/Invoice #3/7-April-2001 $91,250.00
4th Quarterly Report/Invoice #4/7-July-2001 $91,250.00
5th Quarterly Report/Invoice #5/7-October-2001 $91,250.00
<PAGE> 3
DAAD13-00-C-0033
Page 3 of 17
6th Quarterly Report/Invoice #6/7-January-2002 $91,250.00
7th Quarterly Report/Invoice #7/7-April-2002 $91,250.00
Final Comprehensive Report/Final Invoice/7-June-2002 $91,250.00
<PAGE> 4
DAAD13-00-C-0033
Page 4 of 17
SECTION C: Descriptions and Specifications
STATEMENT OF WORK (SOW)
Section C: Description/Specifications/Work Statements
Title: Nanode Array Sensor Microchips
C.1.0 Scope.
C.1.1 Introduction. Development of biosensors typically relies on the use of
bio-specific molecules, such as antibodies, to recognize and bind a specific
target analyte, such as a protein toxin or bacterial cell, to the sensor's
surface. Once the target analyte is bound to the sensor surface, other chemical
reagents are then often employed to convert the binding event into a visual or
electrochemical signal, which is then detected by the sensor's transductive
element. Arrays of nanometer-scale ultramicro electrodes (nanodes) have been
shown to offer improved detection limits while accommodating spatial location
of multiple assays on a single integrated sensor device. The controlled,
spatial deposition of biomolecules on a substrate has generated a whole new
field of "biochip" technology that is fueling the development of sensor
instrumentation capable of detecting thousands of molecular interactions
simultaneously.
C.1.2 Background: The Phase I effort established the proof-of-concept for
developing integrated circuits possessing a high density of individually
addressable electrodes, each of which has individual voltage control and current
sourcing. With 1 micron, manufacturing technology, the biochip exhibits an array
density of over 10,000 individual electrodes per cubic CM2. The Phase I effort
also established the methods for coating the chips with biological molecules at
discrete electrode locations and cross validated the chips surface labeling
using both fluorescence and electrochemical methods of detection.
C.1.3 Objective: The objective of the Phase II contract is to further develop
and validate the nanode array chip for constructing a biosensor platform for
detecting biological toxins and organisms. The specific objectives are: 1)
optimize the fabrication and manufacturing of nanode array chips, 2) evaluate
different methods for multiplex loading of immunoassays on the chip, 3)
demonstrate detection of viral and vegetative cells, and 4) demonstrate a
prototype module of chip arrays that can detect toxins, viral and bacterial
cells simultaneously.
C.2.0 Applicable Documents.
C.2.1 32 Code of Federal Regulation (CFR) Part 626 Biological Defense Safety
Program
C.2.2 Document Summary List
C.3.0 Requirements: The contractor, as an independent contractor and not as an
agent of the government, shall furnish the necessary services, personnel,
labor, facilities, materials, supplies, and equipment (except those
specifically designated as Government furnished) to perform the work as
detailed specifically in pages 11-14 of the proposal entitled "Nanode Array
Sensor Microchips" as submitted by CombiMatrix Corporation and dated 12 Oct
1999.
<PAGE> 5
DAAD13-00-C-0033
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C.3.1 Safety Requirements
C.3.1.1 The contractor shall comply with 32 Code of Federal Regulations
(CFR)626. The contractor shall ensure all subcontractors comply with 32 CRF 626.
C.3.1.2 The contractor shall notify all local emergency support agencies (such
as law enforcement, fire department, health departments and government) of BDP
activities and ensure the appropriate emergency support is available to
provide effective emergency response. The contractor shall formalize all
required support documents with the local agencies.
C.3.1.3 The contractor shall notify the government of any biological defense
mishaps related to this contract within 24 hours.
C.3.1.4 The contractor shall make facilities used to support this contract
accessible to government representative for required preaward and periodic
safety compliance inspections. The contractor shall correct all major
deficiencies noted during safety compliance inspections prior to beginning or
continuing operation IAW the governments contracting officer's instructions.
C.3.1.5 The contractor shall prepare and deliver a facility safety program in
accordance with Exhibit Line Item Number (ELIN) A003 and 32 CFR626, subpart C,
for approval by the government prior to start any biolevel 2 work.
C.3.1.6 The contractor shall prepare and deliver standard operating procedures
(SOPs) for all biolevel 2 work based on the criteria outlined in 32 CFR626,
subpart C, in accordance with ELIN A004.
C.3.2 Reports.
C.3.2.1 The contractor shall prepare and deliver quarterly progress reports IAW
ELIN A001.
C.3.2.2 The contractor shall prepare and deliver a final comprehensive report
IAW ELIN A002.
<PAGE> 6
DAAD13-00-C-0033
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SECTION D Packaging and Marketing
52.0000-4126
ALL DATA TO BE DELIVERED BY THE CONTRACTOR UNDER THIS CONTRACT SHALL BE
TRANSMITTED BY ELECTRONIC MEDIA AND MARKED FOR THE ADDRESSES IDENTIFIED ON THE
CONTRACT DATA REQUIREMENT LIST, DD FORM 1423-2
52.0000-4125
ALL ITEMS TO BE DELIVERED UNDER THIS CONTRACT SHALL BE PACKED AND PACKAGED IN
ACCORDANCE WITH GOOD COMMERCIAL PRACTICES AND IN SUCH A MANNER THAT WILL AFFORD
PROTECTION AGAINST CORROSION, DETERIORATION, AND PHYSICAL DAMAGE FOR SAFE
DELIVERY TO DESTINATION.
<PAGE> 7
DAAD13-00-C-0033
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SECTION E Inspection and Acceptance
INSPECTION AND ACCEPTANCE TERMS
Supplies/services will be inspected/accepted at:
CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY
0001 Destination Government Destination Government
0002 Destination Government Destination Government
CLAUSES INCORPORATED BY REFERENCE:
52.246-9 Inspection Of Research And Development (Short Form) APR 1984
<PAGE> 8
EXHIBIT 10.12
DAAD13-00-C-0033
Page 8 of 17
SECTION F Deliveries or Performance
DELIVERY INFORMATION
<CAPTION>
CLINS DELIVERY DATE UNIT OF ISSUE QUANTITY FOB SHIP TO ADDRESS
----- ------------- ------------- -------- --- ---------------
0001 720 CDAC Lot 1.00 Dest. TRANSPORTATION OFFICE BUILDING
DELIVERY OF THE E5185
THREE PROTOTYPES EDGEWOOD AREA
SHALL BE 720 CDAC ABERDEEN PROVING GROUND, MD
AND SHALL BE 21010-5424
MARKED FOR M/F CONTRACT NO. DAAD13-00-C-0033
ATTN: ROY THOMPSON
AMSSB-RRT-BM
BLDG. E3831
(410)436-5699
0002 DATA SHALL BE
PROVIDED AS
SPECIFIED ON THE
CONTRACT DATA
REQUIREMENT LIST,
DD FORM 1423-2
CLAUSES INCORPORATED BY REFERENCE:
52.242-15 Stop-Work Order AUG 1989
52.247-34 F.O.B. Destination NOV 1991
<PAGE> 9
DAAD13-00-C-0033
Page 9 of 17
SECTION G Contract Administration Data
ACCOUNTING AND APPROPRIATION DATA
AA: 9790400260196N6N66P6112000000255YRK0100MIPROEDERNF1499E6RWDS11071 000000000000
AMOUNT: $365,000.00
52.0000-4133
CONTRACT SPECIALIST: Celeste Fuertes
OFFICE SYMBOL: AMSSB-ACC-EP
TELEPHONE: (410)436-4436
DSN: 584-4436
EMAIL: celeste.fuertes@sbccom.apgea.army.mil
<PAGE> 10
DAAD13-00-C-0033
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SECTION H Special Contract Requirements
52.0000-4048
a. The Government and the contractor understand and agree that the
support services to be delivered under this contract by the
contractor are non-personal services and the parties recognize and
agree that no employer-employee relationships exist or will exist
under the contract between the Government and the Contractor and/or
between the Government and the contractor's employees. It is,
therefore, in the best interest of the Government to afford the
parties a full and complete understanding of their respective
obligations.
b. Contractor personnel under this contract shall not:
(1) Be placed in a position where they are appointed or employed
by a Federal Officer, or are under the supervision,
direction, or evaluation of a Federal Officer, military or
civilian.
(2) Be placed in a staff or policy making position.
(3) Be placed in a position of command, supervision, direction,
or evaluation over DA military or civilian personnel, or
personnel of other contractors or become a part of a
Government organization.
c. Employee Relationships:
(1) The services to be performed under this contract do not
require the contractor or its employees to exercise personal
judgement and discretion on behalf of the Government, but
rather the contractor's employees will act and exercise
personal judgement on behalf of the contractor.
(2) Rules, regulations, directions, and requirements which are
issued by command authorities under their responsibility
for good order, administration, and security are applicable
to all personnel who enter a Government installation. This
is not to be construed or interpreted to establish any
degree of Government control which is inconsistent with a
nonpersonal services contract.
(3) The contractor will not be paid for performance of personal
services. Therefore in the event the contractor (or its
employee) are directed by any Government employee to
perform task that the contractor believes are personal
services, the contractor should take no action until it has
contacted the Procuring Contracting Officer to determine
the appropriate course of action.
52.0000-4142
The contractor shall not employed Foreign Nationals in performance of the
effort required hereunder without the specific written approval of the
Procuring Contracting Officer. When requesting such approval, the contractor
shall provide the name of the individual involved, date and place of birth,
country or current citizenship, registration number, port of entry and the
proposed position in which the employee will be utilized. Requests for approval
shall be submitted to the Procuring Contracting Officer.
52.0000-4147
Section K of the Solicitation will not be distributed with the contract.
However, Section K is incorporated in and forms a part of the resultant
contract as though furnished in full text therewith.
a. If access to unclassified sensitive information (For Official Use Only --
FOUO) is
<PAGE> 11
DAAD13-00-C-0033
Page 11 of 17
authorized, contractor may access only the information related to the subject
matter of this contract.
<PAGE> 12
<CAPTION>
DAAD13-00-C-0033
Page 12 of 17
SECTION I Contract Clauses
CLAUSES INCORPORATED BY REFERENCE:
52.252-2 Clauses Incorporated By Reference FEB 1998
52.202-1 Definitions OCT 1995
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, Recission, and Recovery of Funds for Illegal or JAN 1997
Improper Activity
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
52.204-4 Printing/Copying Double-Sided on Recycled Paper JUN 1996
52.209-6 Protecting the Government's Interest When Subcontracting With JUL 1995
Contractors Debarred, Suspended, or Proposed for Debarment
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
52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997
52.219.8 Utilization of Small Business Concerns OCT 1999
52.222-3 Convict Labor AUG 1996
52.222-21 Prohibition Of Segregated Facilities FEB 1999
52.222-26 Equal Opportunity FEB 1999
52.222-35 Affirmative Action For Disabled Veterans And Veterans of the APR 1998
Vietnam Era
52.222-36 Affirmative Action For Workers With Disabilities JUN 1998
52.222-37 Employment Reports on Disabled Veterans And Veterans Of The JAN 1999
Vietnam Era
52.223-5 Pollution Prevention and Right-to-Know Information APR 1998
52.223-6 Drug Free Workplace JAN 1997
52.223-14 Toxic Chemical Release Reporting OCT 1996
52.225-13 Restrictions on Certain Foreign Purchases FEB 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 AUG 1996
Infringement
52.227-11 Patent Rights--Retention By The Contractor (Short Form) JUN 1997
52.232-2 Payments Under Fixed-Price Research And Development Contracts APR 1984
52.229-3 Federal, State And Local Taxes JAN 1991
52.232-8 Discounts For Prompt Payment MAY 1997
52.232-17 Interest JUN 1996
52.232-23 Assignment Of Claims JAN 1986
52.232-25 Prompt Payment JUN 1997
52.232-33 Payment by Electronic Funds Transfer--Central Contractor MAY 1999
Registration
52.233-1 Disputes DEC 1998
52.233-3 Protest After Award AUG 1996
52.242-13 Bankruptcy JUL 1995
52.243-1 Alt V Changes--Fixed-Price (Aug 1987) - Alternate V APR 1984
52.243-7 Notification Of Changes APR 1984
52.244-6 Subcontracts for Commercial Items and Commercial Components OCT 1998
<PAGE> 13
<CAPTION>
DAAD13-00-C-0033
Page 13 of 17
52.246-25 Limitation Of Liability--Services FEB 1997
52.249-2 Termination For Convenience Of The Government (Fixed-Price) SEP 1996
52.249-9 Default (Fixed-Price Research And Development) 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- MAR 1999
Contract-Related Felonies
252.204-7003 Control Of Government Personnel Work Product APR 1992
252.209-7000 Acquisition From Subcontractors Subject To On-Site Inspection NOV 1995
Under The Intermediate Range Nuclear Forces (INF) Treaty
252.204-7000 Disclosure Of Information DEC 1991
252.204-7004 Required Central Contractor Registration MAR 2000
252.205-7000 Provisions Of Information To Cooperative Agreement Holders DEC 1991
252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The MAR 1998
Government of a Terrorist Country
252.225-7031 Secondary Arab Boycott Of Israel JUN 1992
252.227-7016 Rights in Bid or Proposal Information JUN 1995
252.227-7018 Rights in Noncommercial Technical Data and Computer Software-- JUN 1995
Small Business Innovation Research (SBIR) Program
252.227-7019 Validation of Asserted Restrictions--Computer Software JUN 1995
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 Acknowledgement of Support and Disclaimer MAY 1995
252.235-7011 Final Scientific or Technical Report SEP 1999
252.242-7000 Postaward Conference DEC 1991
252.243-7001 Pricing Of Contract Modifications DEC 1991
252.243-7002 Requests for Equitable Adjustment MAR 1998
252.246-7001 Warranty Of Data (Dec 1991) - Alternate II DEC 1991
Alt II
CLAUSES INCORPORATED BY FULL TEXT
52.0000-4160 Guidance on Documentation of Data Requirements
The following information is furnished to provide guidance with respect to the
abbreviations and codes utilized in various blocks of DD Form 1423, Contract
Data Requirements List.
Block 7, DD Form 250 Requirement. This block designates the location (source or
destination) for performance of Government inspection and acceptance. The
applicable codes for inspection and acceptance are cited below. The Government
activity to perform the destination acceptance task is entered in Block 14 as
the first addressee.
Code Inspection Acceptance
SS +Source (DD Form 250) +Source (DD Form 250)
DD Destination (DD Form 250) Destination (DD Form 250)
SD +Source (DD Form 250) Destination (DD Form 250)
<PAGE> 14
DAAD13-00-C-0033
Page 14 of 17
DS Destination (DD Form 250) +Source (DD Form 250)
++LT Letter of Transmittal Only
NO No inspection or acceptance required
XX Inspection/acceptance requirements specified elsewhere in the contract
+Source indicates Contractor's facility.
++Use of these symbols is not authorized for engineering data such as drawings
or specifications.
Block 8, Approval Code. Items of critical data requiring specific advanced
written approval, such as test plans, are identified by an "A" in this field.
Most of these data require submission of a preliminary draft prior to
publication of a final document. When advanced approval is not required, this
field is a blank.
Block 10, Frequency. The codes used in this block are cited below:
DAILY = Daily
BI-MO = Each two months
OTIME = One time
WEEKLY = Weekly
QRTLY = Quarterly
ONE/R = One time and revision
BI-WE = Each two weeks
ANNLY = Annually
R/ASR = Revision as required
MTHLY = Monthly
SEMIA = Each six months
DFDEL = Deferred Delivery
ASREQ = As required
2TIME = Two separate
ONE/P = One time preliminary (See Notes A/B Submittals draft)
CHG P AS REQ = Change pages as required
NOTE A: Block 13 is used for further explanation.
NOTE B: When data is of a recurring type, it will be submitted at end of
reporting period established in field unless otherwise indicated in Data
Preparation Instructions or in Blocks 12 or 13 of DD Form 1423.
Block 11, As of Date (AOD). When data is submitted only once, this block
indicates the number of days the data is to be submitted prior to the end of
the reporting period; e.g., "15" would place the AOD for this report at 15
calendar days before the end of each month, quarter, or year, depending on the
frequency established in Block 10; "0" places the AOD at the end of each month,
quarter, or year. Further guidance is shown in Block 13 or 16 as required.
Block 12, Date of First Submission. This block indicates the initial data
submission date (Year/Month/Day). When data has already been submitted and will
be resubmitted, the date of the next submission is entered. When the contract
starts: the date has not been established, this block indicates the number of
calendar days after the contract start date that the data is due; e.g., 30 DAC.
Further information, if required, is contained in Block 13. Classified dates
are not cited in this form. "DFDEL" indicates deferred delivery.
<PAGE> 15
DAAD13-00-C-0033
Page 15 of 17
Block 13, Date of Subsequent Submission/Event Identification. When data is
submitted more than once, the date(s) of subsequent submission(s) is indicated
in this block. When submission of data is based on the initiation of a specific
event or milestone, this information is cited in this block (when such
information classifies the form, this block is left blank). Example: "NLT 15
calendar days before start of production;" "45 calendar days before first
article," etc.
Block 14, Distribution and Addresses. Addresses and number of copies
(regular/reproducible) to be forwarded to each addressee is cited in this
block; e.g. SCERD-ODR-E 0/1/0. Addressees are indicated by office symbols
(i.e., STEAA-AP-EP), contractor initials, DoD Handbook H-4 codes, and Command
initials. A list explaining these symbols is attached to the form. When
reproducible copies are required (second number), the type of copies required
will be cited in this block or Block 16.
NOTE: Unless otherwise cited in Block 10, entries in Blocks 3 through 9 on DD
Forms 1664, Data Item Descriptions, are for informational purposes only and are
not contractually binding.
252.232-7007 LIMITATION OF GOVERNMENT'S OBLIGATION (AUG 1993)
(a) Contract line item(s) 0001 is incrementally funded. For these item(s), the
sum of $365,000 of the total price is presently available for payment and
allotted to this contract. An allotment schedule is set forth in paragraph (i)
of this clause.
(b) For item(s) identified in paragraph (a) of this clause, the Contractor
agrees to perform up to the point at which the total amount payable by the
Government, including reimbursement in the event of termination of those
item(s) for the Government's convenience, approximates the total amount
currently allotted to the contract. The Contractor will not be obligated to
continue work on those item(s) beyond that point. The Government will not be
obligated in any event to reimburse the Contractor in excess of the amount
allotted to the contract for those item(s) regardless of anything to the
contrary in the clause entitled "TERMINATION FOR THE CONVENIENCE OF THE
GOVERNMENT." As used in this clause, the total amount payable by the Government
in the event of termination of applicable contract line item(s) for convenience
includes costs, profit and estimated termination settlement costs for those
item(s).
(c) Notwithstanding the dates specified in the allotment schedule in paragraph
(i) of this clause, the Contractor will notify the Contracting Officer in
writing at least sixty days prior to the date when, in the Contractor's best
judgment, the work will reach the point at which the total amount payable by
the Government, including any cost for termination for convenience, will
approximate 85 percent of the total amount then allotted to the contract for
performance of the applicable item(s). The notification will state (1) the
estimated date when that point will be reached and (2) an estimate of
additional funding, if any, needed to continue performance of applicable line
items up to the next scheduled date for allotment of funds identified in
paragraph (i) of this clause, or to a mutually agreed upon substitute date. The
notification will also advise the Contracting Officer of the estimated amount
of additional funds that will be required for the timely performance of the
item(s) funded pursuant to this clause, for subsequent period as may be
specified in the allotment schedule in paragraph (i) of this clause, or
otherwise agreed to by the parties. If after such notification additional funds
are not allotted by the date identified in the Contractor's notification, or by
an agreed substitute date, the Contracting Officer will terminate any item(s)
for which additional funds have not been allotted, pursuant to the clause of
this contract entitled "TERMINATION FOR THE CONVENIENCE OF THE GOVERNMENT".
(d) When additional funds are allotted for continued performance of the
contract line item(s) identified in paragraph (a) of this clause, the parties
will agree as to the period of contract performance which will be covered by
the funds.
<PAGE> 16
DAAD13-00-C-0033
Page 16 of 17
The provisions of paragraph (b) through (d) of this clause will apply in like
manner to the additional allotted funds and agreed substitute date, and the
contract will be modified accordingly.
(e) If, solely by reason of failure of the Government to allot additional
funds, by the dates indicated below, in amounts sufficient for timely
performance of the contract line item(s) identified in paragraph (a) of this
clause, the Contractor incurs additional costs or is delayed in the performance
of the work under this contract and if additional funds are allotted, an
equitable adjustment will be made in the price or prices (including appropriate
target, billing, and ceiling prices where applicable) of the item(s), or in the
time of delivery, or both. Failure to agree to any such equitable adjustment
hereunder will be a dispute concerning a question of fact within the meaning of
the clause entitled "disputes."
(f) The Government may at any time prior to termination allot additional funds
for the performance of the contract line item(s) identified in paragraph (a) of
this clause.
(g) The termination provisions of this clause do not limit the rights of the
Government under the clause entitled "DEFAULT." The provisions of this clause
are limited to work and allotment of funds for the contract line item(s) set
forth in paragraph (a) of this clause. This clause no longer applies once the
contract if fully funded except with regard to the rights or obligations of the
parties concerning equitable adjustments negotiated under paragraph (d) or (e)
of this clause.
(h) Nothing in this clause affects the right of the Government to this contract
pursuant to the clause of this contract entitled "TERMINATION FOR CONVENIENCE
OF THE GOVERNMENT."
(i) The parties contemplate that the Government will allot funds to this
contract in accordance with the following schedule:
On execution of contract ............. $365,000
June 26, 2001 ........................ $365,000
(End of clause)
<PAGE> 17
DAAD13-00-C0033
Page 17 of 17
SECTION J List of Documents, Exhibits and Other Attachments
Section J Table Of Contents
DOCUMENT TYPE DESCRIPTION PAGES DATE
Exhibit A CLIN 0002 6 17-MAR-2000
CONTRACT DATA
REQUIREMENT LIST
DD FORM 1423-2
EXHIBIT LINE ITEMS
A001-A004 INCLUDES
DATA ITEM
DESCRIPTIONS