EXHIBIT 10.13
SUBCONTRACT
BETWEEN
INFORMATION SPECTRUM, INC. (CONTRACTOR)
AND
▇▇▇ TECHNOLOGIES (SUBCONTRACTOR)
FOR PRODUCTS AND/OR SERVICES FOR THE
U.S. IMMIGRATION AND NATURALIZATION SERVICE'S
INTEGRATED CARD PRODUCTION SYSTEM
SECTION A.
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A.1 This Subcontract is made and entered into effective October 19, 1995, by
and between ▇▇▇ Technologies (hereinafter the "Subcontractor" or "▇▇▇") having
its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and Information Spectrum, Inc. (hereinafter the "Contractor" or "Prime
Contractor" or "ISI"), a New Jersey corporation having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (collectively
hereinafter the "Parties").
A.2 DEFINITIONS
"Contracting Officer": Means the INS contracting officer.
"Base Year or Base Period": The period commencing on date of the Prime Contract
award by the INS to ISI and continuing for a period of twelve months thereafter.
"COTR": Means the INS Contracting Officer Technical Representative.
"INS": Means the U.S. Department of Justice, Immigration and Naturalization
Service.
"Option Year 1": Means the period commencing the day after the last day of the
Base Year and continuing for a twelve month period thereafter.
"Option Year 2": Means the period commencing the day after the last day of
Option Year 1 and continuing for a twelve month period thereafter.
"ICPS": Means the Integrated Card Production System(s) required to be delivered
by ISI under the Prime Contract with the INS.
"ISI Contracting Representative": Means the ISI representative who is
authorized to enter into or modify this Subcontract or to take actions or
provide notices under this Subcontract on behalf of ISI.
"ISI Technical Representative": Means the ISI representative who is authorized
to provide notices or take actions under this contract on behalf of ISI.
However, the ISI Technical Representative is not authorized to enter into or
modify this Subcontract.
"Prime Contract": Prime Contract No. COW-6-C-0001, dated October 19, 1995 and
entered into between the INS and ISI for delivery of the ICPS, upgrades,
supplies and consumables and related services.
"Reserved": See the definition in section A.3 of this Subcontract.
A.3 SUBCONTRACT STRUCTURE AND SECTION NUMBERS
The structure of, and the numbering of the sections in, this Subcontract are
patterned after the Prime Contract. This will enable the parties to refer easily
to the relevant provisions in the Prime Contract which may be incorporated into
this Subcontract by specific references in the following sections of this
Subcontract. The term "Reserved" following a section number in this Subcontract
means that the particular section is set aside for future use and that the
counterpart section in the Prime Contract is not incorporated by reference into
this Subcontract.
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SECTION B. SUPPLIES OR SERVICES AND PRICES/COSTS
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B.1 CONTRACT PRICING TABLES
The Subcontractor shall provide to the Contractor the products and services in
the contract line item numbers (CLINs), identified as the Subcontractor's
responsibility, as set forth in the pricing tables in Exhibit A of this
Subcontract, and as further detailed in the Statement of Work/Specifications
provided in Section C of this Subcontract. All prices shall be firm-fixed prices
and shall be for the periods shown in the pricing tables in Exhibit A.
B.1.1. THROUGH B.1.8
The Subcontractor's performance of work under this Subcontract will support
ISI's delivery to the INS of the products and services described in sections
B.1.1 through B.1.8 of the Prime Contract.
B.2 OPTIONS/OPTIONAL FEATURES
This subcontract contains two (2) types of options that may be exercised
unilaterally by the Contractor: options to extend the period of performance of
the contract and options to purchase upgrades, additional supplies and
consumables and services.
All options will be exercised by the ISI Contracting Representative's issuance
to the Subcontractor of a unilateral written Task Order which identifies the
option exercised. See also sections F.3 and I.7.
B.3 TRAVEL REIMBURSEMENT
Travel and subsistence charges under this contract in support of Consultation
Services (CLINs 2000 through 2003) furnished by the Subcontractor shall not
exceed those allowed under FAR 31.205-46. All travel and substance charges shall
be authorized in advance by the ISI Contracting Representative.
B.4 INVOICING AND PAYMENT
B.4.1. INVOICE REQUIREMENTS
(a) Subcontractor shall present to ISI, in accordance with the issued
Task Order, in an original and three copies an invoice for products and
services:
(i) accepted in accordance with section E and FAR 52.232-1
"Payments (APR 1984)"; or
(ii) for which an advance payment, partial payment or progress
payment is explicitly provided for in this section B.4.
(b) The original and one copy shall be submitted to the following ISI
office:
Information Spectrum, Inc.
Accounts Payable
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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One additional copy of the invoice shall be sent to each of the ISI
representatives identified in section G.1 and G.2 of this Subcontract.
To constitute a proper invoice, the invoice must include the following
information and/or attached documentation in addition to the requirements in FAR
52.232-25:
(i) Task Order number.
(ii) Contract Line Item Number (CLIN), product identification
number, description, price and quantity of products or services
actually delivered, and dates products or services delivered.
B.4.2 PAYMENTS.
ISI shall pay the firm fixed price in Exhibit A to the Subcontractor for the
products and services it provides under this Subcontract in accordance with the
following paragraphs.
(a) CLIN 100. ISI shall pay the Subcontractor for its products in the Base
ICPS and for related services in accordance with the following scheme:
(1) 50% of the price of each Base ICPS and related services specified in
CLIN 100a (except for Maintenance Spares in SubCLIN 5(d) and Acceptance
Test in SubCLIN 6(c)), and 50% of the price of each Base ICPS and related
services specified in CLIN 100b (except for Maintenance Spares in SubCLIN
(5c)), shall be paid to the Subcontractor as a Progress Payment after
delivery of the Base ICPS and related services to the designated INS
installation site on a delivery date specified by ISI and the Subcontractor
submits to ISI an appropriate invoice in accordance with this Subcontract.
(2) The remaining 50% of the price specified in these relevant CLINs for
the Base ICPS and related services (including the total price for the
spares and acceptance tests excepted in subparagraph (a)(1), above) shall
be paid to the Subcontractor when the following conditions are met:
(i) after the particular Base ICPS successfully completes
acceptance testing and meets the Standard of Performance in sections
E.2.2 and E.2.3, or, with respect to the spares, after the Government
inspects and accepts the spares; and
(ii) after the Subcontractor submits to ISI an appropriate invoice in
accordance with this Subcontract and the Government pays ISI for these
particular products and services.
(b) CLINs 110 and 111. ISI shall pay the Subcontractor for its products and
services in, or related to, each module provided as an option under CLINs
110 and 111 in accordance with the following scheme:
(1) 50% of the price specified in CLIN 110 and 111 shall be paid to the
Subcontractor as a Progress Payment after delivery of the module to the
designated INS installation site on a delivery date specified by ISI and
the Subcontractor submits to ISI an appropriate invoice in accordance with
this Subcontract.
(2) The remaining 50% of the price specified in these relevant CLINs for
the products and services shall be paid to the Subcontractor when the
following conditions are met:
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(i) after the particular module successfully completes acceptance
testing and meets the Standard of Performance in sections E.2.2 and
E.2.3; and
(ii) after the Subcontractor submits to ISI an appropriate invoice in
accordance with this Subcontract and the Government pays ISI for these
particular products and services.
(c) CLINs 122, 123, 130, and 131. ISI shall pay the Subcontractor for its
products and services in, or related to, each module provided as an option under
CLINs 122, 123, 130 and 131 in accordance with the following scheme:
(1) 50% of the price specified for "Non-Recurring Engineering" for
the particular module shall be paid to the Subcontractor as a Progress
Payment after delivery of that module and related software to an INS
site on a delivery date specified by ISI and the Subcontractor submits
to ISI an appropriate invoice in accordance with this Subcontract.
(2) 50% of the price specified for "Installation" of the particular
module's price shall be paid to the Subcontractor as a Progress
Payment after the Subcontractor's certifies that the module has been
installed in the ICPS at the designated INS installation site and is
ready for acceptance testing.
(3) The remaining 50% of the price specified in these relevant CLINs
for these products and services shall be paid to the Subcontractor
when the following conditions are met:
(i) after the particular module successfully completes
acceptance testing and meets the Standard of Performance in
sections E.2.2 and E.2.3; and
(ii) after the Subcontractor submits to ISI an appropriate
invoice in accordance with this Subcontract and the Government
pays ISI for these particular products and services. ISI.
(d) CLINs 136, 137, 140 and 141. ISI shall pay the Subcontractor for its
products and services in, or related to, each module provided as an option under
CLINS 136, 137, 140 and 141 in accordance with the following scheme:
(1) 50% of the price specified in CLINs 136, 137, 140 and 141 shall
be paid to the Subcontractor as a Progress Payment after delivery of
the particular module to the designated INS installation site on a
delivery date specified by ISI and after the Subcontractor submits to
ISI an appropriate invoice in accordance with this Subcontract.
(2) The remaining 50% of the price specified in these CLINs for these
products and services shall be paid to the Subcontractor when the
following conditions are met:
(i) after the particular module successfully completes
acceptance testing and meets the Standard of Performance in
sections E.2.2 and E.2.3; and
(ii) after the Subcontractor submits to ISI an appropriate
invoice in accordance with this Subcontract and the Government
pays ISI for these particular products and services.
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(e) CLINs 3001, 3002, 3010, 3011, 9005 and 9006. ISI shall pay the
Subcontractor for the maintenance services performed in 3001, 3002, 3010, 3011,
9005 and 9006 in accordance with the following scheme:
A proportionate part of the price specified in CLINs 3001, 3002, 3010,
3011, 9005 and 9006 shall be paid monthly in arrears to the Subcontractor
for the maintenance services performed in the prior month. The payment
shall be made after the Subcontractor submits to ISI an appropriate invoice
in accordance with this Subcontract and the Government pays ISI for the
maintenance services.
(f) CLIN 9000, 9001, 9002, 9003, and 9004. ISI shall pay the Subcontractor for
its products and services in, or related to the option of a Hot Backup System
provided as an option in CLIN 9000, and related services, and the products and
services in, or related to each module provided as an option in CLINs 9001,
9001, 9002, 9003 and 9004 in accordance with the following scheme:
(1) 50% of the price specified in CLINS 9000 shall be paid to the
Subcontractor as a Progress Payment after the Subcontractor has
certified to ISI that the Hot Backup System is ready for acceptance
testing and the Standard of Performance and the Subcontractor submits
to ISI an appropriate invoice in accordance with this Subcontract.
(2) 50% of the price specified in CLINS 9001, 9002, 9003 and 9004
shall be paid to the Subcontractor as a Progress Payment after the
Subcontractor has certified to ISI that the particular option is ready
for acceptance testing and the Standard of Performance, and the
Subcontractor submits to ISI an appropriate invoice in accordance with
this Subcontract.
(3) The remaining 50% of the price specified in these relevant CLINs
for these products and services shall be paid to the Subcontractor
when the following conditions are met:
(i) after the particular product or service successfully
completes acceptance testing and meets the Standard of
Performance in sections E.2.2 and E.2.3; and
(ii) after the Subcontractor submits to ISI an appropriate
invoice in accordance with this Subcontract and the Government
pays ISI for these particular products and services.
(g) All payments to the Subcontractor shall be made within 15 days after
receipt of invoice but only after the conditions to payment specified in
paragraphs (a) through (f) are met.
(h) Repayment of Progress Payments to ISI. If the Government does not accept
the products and services provided by the Subcontractor and if the Prime
Contract is thereafter terminated, in part or as a whole for this reason, the
Subcontractor shall repay to ISI that portion of the Progress Payments
previously paid to the Subcontractor which corresponds to the terminated portion
of the Prime Contract. Subcontractor shall repay the Progress Payments to ISI
within 30 days after receipt of ISI's demand for repayment. If the Prime
Contract is not terminated but the price paid to ISI is reduced because of the
defective products or services provided by the Subcontractor, the parties shall
seek to agree to a corresponding reduction in the Progress Payments paid to
Subcontractor and Subcontractor shall repay to ISI the amount of Progress
Payments agreed to by the parties.
(i) Reduction of Suspension of Progress Payments. ISI may reduce or suspend
Progress Payments after finding on substantial evidence that the Subcontractor
failed to comply with any material requirement of this Subcontract; however, the
Subcontractor will be given 10 days to cure, and if the failure is cured within
that time, the Progress Payments will be continued.
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(j) Defect in ISI Component. Notwithstanding the provisions of paragraph B.4.2
(a)(2), B.4.2 (b)(2), B.4.2 (c)(3), B.4.2 (d)(2) and B.4.2 (f)(3), if the
Government fails to accept the particular products and services solely because
of a defect in a component provided by ISI, then ISI shall pay the Subcontractor
25% of the price specified in the relevant CLINs within 15 days after receipt of
an appropriate invoice in accordance with this Subcontract after the
Government's refusal to accept because of such defect. ISI shall pay the
remaining 25% of the price specified in the relevant CLINs when the following
conditions are met:
(1) after the particular product and services successfully complete
acceptance testing and meet the Standard of Performance in sections E.2.2
and E.2.3; and
(2) after the Subcontractor submits to ISI an appropriate invoice in
accordance with this Subcontract and the Government pays ISI for the
accepted products and services.
B.4.2.3 Subcontractor's Remittance Address
ISI shall make all payments to the Subcontractor under this Subcontract by
remitting the payment to the following address:
▇▇▇ TECHNOLOGIES
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SECTION C. SPECIFICATIONS/STATEMENT OF WORK
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C.1 RESERVED
C.1.1 SCOPE OF WORK/SPECIFICATIONS
The Subcontractor's scope of work and required specifications are described in
Exhibit B. The Subcontractor shall provide minimum one-year warranties from the
date of the Government's acceptance for all products delivered and all services
performed under this Subcontract.
All work performed under this Subcontract will be ordered through written Task
Orders issued by the ISI Contracting Representative to the Subcontractor.
C.1.2 THROUGH C.2.1
The Subcontractor's performance of work under this Subcontract will support
ISI's delivery to the INS of the products and services which meets the INS
requirements described in sections C.1.2 through C.2.1 of the Prime Contract.
C.2.2 COMMERCIAL AVAILABILITY
All products delivered under this Subcontract must be available as integrated
commercial-off-the-shelf (COTS) products on the dates specified in section C.2.2
of the Prime Contract, subject to section H.19 below.
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C.2.3 THE NEW BUSINESS PROCESS
The Subcontractor's products and services shall support the Contractor's
solution described in section C.2.3 of the Prime Contract.
C.2.3.1 CONTINUOUS, AUTOMATED INTEGRATED SYSTEM
The Subcontractor's products and services shall support a continuous, automated
Integrated Card Production System, such that under normal production conditions,
human intervention is not required except to load blank card stock and other
supplies, and to remove the finished cards inside addressed, stamped mailing
envelopes ready for delivery to the Postal Service.
C.2.3.2 PRODUCTION CYCLE
The Subcontractor's products and services shall support an Integrated Card
Production System that is a stable, heavy-duty, reliable product, capable of
continuous uninterrupted production 24 hours per day, seven days per week,
except for normal maintenance.
C.3 CARD PRODUCTION REQUIREMENTS
C.3.1 PRODUCTION RATE
The Subcontractor's products and services shall support the normal production
operation of each card-producing system which produces cards with the hologram
laminate applied at a minimum average rate of 300 cards per hour. This
production rate shall be sustained for cards with: a color photographic image; a
fingerprint and multicolor text printing on the front; text and a 2-D barcode in
PDF417 symbology on the rear; and encoding of data into all three channels of a
high coercivity magnetic stripe, and the insertion of the card in a mailing
insert and envelope.
C.3.2 MULTIPLE TYPES OF CARDS
The Subcontractor's products and services shall support the manufacture of at
least four different card types on the card production systems. Presently, INS
intends to produce the Employment Authorization Document (EAD), Alien
Registration Card (ARC), Border Crossing Card (BCC) and the INS Passenger
Accelerated Service System (INSPASS) card. These cards require different
materials with different electronic (automated) features and security on each as
described in Table C-1 (see Attachment A in Section J).
At a minimum the system supported by the Subcontractor's products and services
shall provide the following capabilities:
a. Production of multiple types of cards (such as, layout of text,
pictures, etc.) which use the same materials under automatic software
control on a card-by-card basis.
b. Production of multiple types of cards which use the same PVC base and
different electronic materials in a batch mode by changing the raw
materials and executing software control over the operation of the
equipment. It shall not take more than 45 minutes to make the changeover
from one type of card to another for the batch process. The changeover
process shall include the changeover of materials.
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Table C-1, provided as Attachment A, in Section J, provides a summary of the
features that INS intends to incorporate in each of these card types. Section
C.5, Card Production Formats, provides a more detailed description of each card,
and the technologies that INS will use to develop and produce the cards.
C.4 CARD PRODUCTION REQUIREMENTS
C.4.1 THROUGH C.4.3.1.2
If the Subcontractor is obligated to provide software to the Contractor in the
performance of work under this Subcontract, the Subcontractor shall meet the
software requirements specified in sections C.4.1 through C.4.3.1.2 of the Prime
Contract.
C.5 CARD PRODUCTION FORMAT
C.5 THROUGH C.5.5
To the extent the Subcontractor is required to provide card materials or the
cards itself, the materials and cards shall meet the requirements specified in
sections C.5 through C.5.5 of the Prime Contract.
C.6 SUPPLIES AND CONSUMABLES
To the extent Subcontractor is required to provide supplies and consumables to
produce cards, the cards will use the technologies in Table C-1 of the Prime
Contract. The Subcontractor is obligated to comply with FAR clauses 52.227-14,
Rights to Data-General, 52.227-23, Rights to Proposal Data (Technical), which
are contained in Section I of the Prime Contract (see Exhibit C to this
Subcontract); and H.19, Rights to Technical Data and H.20 Security Requirements,
which are contained in Section H of the Prime Contract (see Exhibit C to this
Subcontract).
C.6.1 INS INSPECTION AND TEST OF SUPPLIES AND CONSUMABLES
Prior to the delivery of any items of supplies or consumables that the
Subcontractor is obligated to deliver under this Subcontract, the Subcontractor
shall furnish sufficient materials for the production of 100 cards (i.e., 25 of
each card type) for inspection and testing by the INS. The batch of materials
submitted for testing shall be taken from the same lot of materials that will be
delivered to the INS. As required by the ISI Contracting Representative or the
ISI Technical Representative, the samples shall be delivered to the COTR, who
will coordinate the production of the sample cards and forward them to the
Director of the INS Forensic Laboratory for inspection and testing. The samples
will be tested to ensure that all items have the security features required,
meet all of the requirements set forth in this Subcontract, and are of good
quality and workmanship. The Subcontractor shall provide written notification of
the date of shipment to, and receipt by, the designated INS officials to the ISI
Contracting Representative and the ISI Technical Representative. It is
estimated that the entire inspection and testing process will take approximately
15 days. The ISI Contracting Representative or ISI Technical Representative will
furnish the Subcontractor with written notification of the results of the
inspection and test of the supplies and consumables. If the Subcontractor's
supplies and/or consumables fail to pass the inspection, the Subcontractor will
immediately provide a second batch of supplies and/or consumables for inspection
and testing at no cost to ISI. If the second batch fails, then ISI shall have
the right to assess liquidated damages in accordance with Section F and/or
terminate this Subcontract for default.
INS' inspection and test of supplies and consumables does not relieve the
Subcontractor of its responsibility to inspect and test its products to ensure
compliance with and adherence to the contract
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requirements and industry standards. The Subcontractor must also ensure that the
various consumables it supplied are compatible for the purposes of creating the
INS cards.
The Subcontractor shall be responsible for any damage to the card production
systems resulting from inferior consumables furnished by the Subcontractor. All
costs associated with the repair or replacement of equipment damaged by such
consumables shall be the sole responsibility of the Subcontractor. The
Subcontractor's attention is also called to the Liquidated Damages clause in
Section F of this Subcontract.
C.6.2 CONTROL AND DELIVERY OF SUPPLIES AND CONSUMABLES
Supplies and consumables produced by the Subcontractor which are unique to the
INS will be controlled immediately upon production. Such controls will provide
for access by only those individuals who have met the INS' Office of Security
employment suitability background requirements set forth in section H. Small
inventories may be stored in a safe-type steel file container having a built-in,
three position, dial-type changeable combination lock. Storage of larger
inventories will be accomplished by the use of a vault or spaces where each door
is equipped with a high security, long throw deadbolt lock. All windows in
storage areas shall be secured with steel bars of other appropriate security
devices. Overhead access to inventory storage areas shall be prevented by the
installation of a 9-gauge wire mesh between the top of the walls and the true
ceiling, or by the installation of infra-red or motion detection alarms. If 9-
gauge wire mesh is installed, the mesh opening is not to be wider than 2 inches
square and the top and bottom are to be secured to the ceiling above the wall
below. All items will be kept under secure storage and will remain under such
controls until the time of shipment.
The Subcontractor shall comply with the requirements of the clause entitled
Packaging. Marking and Shipment contained in Section D.
C.6.3 DISPOSITION OF SUPPLIES AND CONSUMABLES
Seventy five days prior to the expiration of the Subcontract, the Subcontractor
shall notify the ISI Contracting Representative of any expected excess in
supplies and consumables at the time of Subcontract completion. Excess or
remaining materials shall be delivered to the Director of the INS Forensic
Laboratory for secure destruction or the ISI Technical Representative, or upon
written request of the ISI Contracting Representative, destroyed by the
Subcontractor in a manner approved by the IS Contracting Representative after
consultation with the INS Security Office and coordinate with ISI Security
Officer.
If, prior to delivery to ISI or the INS, the Subcontractor is required to
dispose of waste and defective supplies and consumables that have not been
converted into INS-unique deliverables, the Subcontractor shall handle such
disposition in accordance with local, state, and federal environmental
regulations and best commercial practices. If the waste and defective supplies
and consumables have been converted into INS-unique deliverables, then the
Subcontractor shall immediately notify the ISI Contracting Representative and
await further instructions. The INS will either assume responsibility for the
items, require the Subcontractor to ship the items to the INS Forensic
Laboratory, or require the Subcontractor to proceed with the destruction and
disposal of the items.
C.7 ENVIRONMENTAL REQUIREMENTS
C.7.1 INSTALLATION SITES
The integrated card production systems are intended to be installed at one or
more of the following INS Service Center sites: St. Albans, Vermont: Lincoln,
Nebraska; Laguna Niguel, California; and Dallas
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Texas. INS reserves the right to require the installation of more than one
integrated card production system at these sites, or have such systems installed
at other INS sites, including the possibility of installing a Hot Backup System
at the ▇▇▇ facility in Acton, Massachusetts.
The INS intends to install the production equipment and store supplies in a
designated security area designed by the INS Service Center in coordination with
the INS Office of Security (HQSEC). The secured area will be a standard office
environment with published access control measures in place including specific
work hours. Therefore, the systems shall be suitable for operation in a standard
office environment.
C.8 MAINTENANCE (APPLICABLE TO ▇▇▇)
The Subcontractor shall provide in the Base Year and, to the extent an option is
exercised by ISI, in each Option Year, the following maintenance support in
accordance with section C.8 through C.8.2 of the Prime Contract. In the referred
to sections of the Prime Contract, the term "Contractor" shall mean
"Subcontractor". The Subcontractor shall provide:
(i) telephone technical/engineering support in accordance with section
C.8.1.3 of the Prime Contract;
(ii) corrective and emergency maintenance support in accordance with
Exhibit B and sections C.8.1.2 and C.8.2 of the Prime Contract; and provide
spare parts in accordance with Exhibit B of this Subcontract in and section
C.8.1.2.1 of the Prime Contract;
(iii) software upgrades and documentation updates in accordance with
Exhibit B of this Subcontract and sections C.8.1.2.2 and C.8.1.2.3 of the
Prime Contract.
C.9 WARRANTY
The Subcontractor shall provide a warranty included in the purchase price of the
product and services the Subcontractor provides. The warranty shall start on
INS's acceptance of the system, product or service and end a minimum of one year
later. To the extent the Subcontractor is required to provide one or more of the
following requirements, the one year warranty shall be applicable to the
following requirements the Subcontractor is required to provide as set forth in
section C.8 of the Prime Contract:
a. Preventive Maintenance
b. Corrective Maintenance - 8-Hour Response
c. Emergency Corrective Maintenance - 4-Hour Response
d. Parts
e. Software Upgrades
f. Documentation Updates
g. User-Provided Services
h. Telephone Technical/Engineering Support
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C.10 CONSULTATION SERVICES
If the Subcontractor is required by Exhibit A or Exhibit B to provide
consultation services, if and when requested by the ISI Contracting
Representative, the Subcontractor shall furnish the services of a Software
Engineer, Hardware Engineer, and/or System Technician to modify the commercial
off-the-shelf hardware and software (furnished by the Subcontractor as a part of
the integrated card production system) as required by the Contractor to support
future INS card production requirements. Any services required of these
personnel will be specifically requested by the ISI Contracting Representative
through the issuance of Task Orders.
C.11 QUALITY ASSURANCE/CARD VERIFICATION
Reserved.
C.12 SYSTEMS AND MATERIALS/CONSUMABLES DOCUMENTATION
The Subcontractor shall furnish to the Contractor three copies of documentation
for the products it provides which are included in each integrated card
production system developed for the INS under the Prime Contract. The
documentation shall include all the necessary information, with respect to the
products Subcontractor is responsible to deliver under this Subcontract, to
operate, maintain, and develop software interfaces for each integrated card
production system, including optional features purchased with the system.
The Subcontractor shall also furnish three copies of documentation for each
batch of material/consumables the Subcontractor furnishes for the production of
INS cards. The documentation shall include information on storage, handling, and
use of these items, as well as any other information deemed necessary by the
Subcontractor to ensure the reliability of the products.
In addition to the documentation supplies as a part of the integrated card
production system, the Subcontractor shall make available for the Contractor's
purchase, additional copies of the documentation described in this section C.12.
The additional copies will be purchased under CLINs 60-163 (see Exhibit B).
C.13 TRAINING (APPLICABLE TO ▇▇▇)
C.13.1 Maintenance Contractor Training. The Subcontractor shall provide, in
accordance with Exhibits A and B, maintenance training to employees of an ISI
designated maintenance contractor, and such other persons as designated by ISI,
at the Subcontractor's facilities, and certify that not less than three
employees are qualified to provide maintenance on the products the Subcontractor
delivered for each installation site, including option and upgrade features.
Training shall provide complete instruction, including testing and
certification, on the proper maintenance of the system and shall include all
training materials for three employees at each INS site.
C.13.2 INS Personnel Training. The Subcontractor shall provide, in accordance
with Exhibit B, training to INS employees at each installation site, and such
other persons as designated by ISI, on the operation and maintenance of the
Subcontractor's products delivered for each installation site, including
optional and upgrade features purchased. Training shall provide complete
instruction, including testing and certification, on the proper operation and
maintenance of the system and shall include all training materials for a minimum
of 5 INS personnel.
11
At a minimum, the Subcontractor shall furnish with its products for each
integrated card production system delivered, training of 5 INS operators on the
operation and maintenance of the system.
SECTION D. PACKAGING AND MARKING
---------------------
D.1 PACKAGING AND PACKING
Unless otherwise specified, the Subcontractor shall package and pack all items
that it is required to deliver in accordance with normal commercial practices.
Packages containing magnetic media shall have on their surfaces express markings
regarding protection against exposure to magnetic fields and/or temperature
extremes.
The Subcontractor shall stamp or ▇▇▇▇ the items delivered or otherwise furnished
with a notice of the existence of the warranty. Markings may be brief, but
shall include:
(i) a brief statement that a warranty exists,
(ii) the substance of the warranty,
(iii) its duration, and
(iv) who to notify if the supplies are found to be defective.
The INS shall furnish such labor as may be necessary for packaging, unpacking,
and placement of equipment when in the possession of the INS (unless otherwise
specified herein). ISI shall supervise, with the assistance of the
Subcontractor, the packing, unpacking and placement of equipment at each site.
D.2 PACKING LIST
The Subcontractor shall prepare a packing list or other suitable shipping
document to accompany each shipment of all items that is required to deliver.
The packing list or other document shall show the (a) name and address of
consignor; (b) the name and address of consignee; (c) Government contract and
delivery order number; (d) Government ▇▇▇▇ of lading number covering the
shipment, if any; (e) description of the material shipped, including item
number, quantity, number of containers, and package number, if any; and (f) ISI
Task Order number and date.
D.3 SHIPPING
The Subcontractor shall ship and deliver all items which are unique to INS and
not sold to any other customer by either registered mail, return receipt
requested, or by UPS Delivery Confirmation Response Service with signature
required. Shipments consisting of more than one carton will be identified when
shipped as 1 of 3, 2 of 3, etc. In order to protect the integrity of the sealed
shipping containers, the Subcontractor shall affix packing slips to the outside
of shipping containers. Immediately after shipment, the Subcontractor shall
notify the ISI Contracting Representative, the ISI Technical Representative and
the affected INS regional security Officer via facsimile transmission of the
date of the shipment, quantities of materials being shipped, total number of
cartons shipped and addressee of shipment.
The Subcontractor shall ship and deliver all items which are not unique to the
INS in accordance with normal commercial practice.
The subcontractor shall be responsible for the costs of shipping, including
insurance.
12
SECTION E. INSPECTION AND ACCEPTANCE
-------------------------
E.1 CLAUSES INCORPORATED BY REFERENCE
The following clauses identified are incorporated by reference into this
Subcontract subject to the modifications specified in section I.1.
Federal Acquisition Regulation (FAR), (48 CFR Chapter 1), Clauses
52.246-2 Inspection of Supplies - JUL 1985
Fixed-Price
52.246-4 Inspection of Services - FEB 1992
Fixed-Price
52.246-6 Inspection--Time-and-Material JAN 1986
and Labor-Hour
52.246-15 Certificate of Conformance APR 1984
52.246-16 Responsibility For Supplies APR 1984
E.2 STANDARD OF PERFORMANCE AND ACCEPTANCE OF INTEGRATED CARD PRODUCTION
SYSTEMS
The Subcontractor shall participate in the performance of the acceptance tests
of the Integrated Card Production Systems delivered under CLIN 100 and, if
options are exercised, the System Upgrades in CLINS 110 through 157, including
tests in Acton, Massachusetts. The INS will inspect and accept the systems to
ensure the systems meet the requirements of Section C of the Prime Contract have
the performance capabilities proposed by ISI and the Subcontractor; and are
configured consistent with the delivery order(s) issued by the INS to acquire
the system(s). The Subcontractors' participation in the acceptance test and
Standard of Performance is described in Exhibit B of this Subcontract. The
acceptance tests which the Subcontractor's products and services are required to
meet, as part of the System at each site, are described in sections E.2.1
through E.2.5 in this Subcontract.
E.2.1 Subcontractor Testing
Each Subcontractor product which is to be part of the Integrated Card Production
System or System Upgrade shall be certified by the Subcontractor in writing as
to having undergone a Subcontractor quality control/assurance test process to
detect faulty hardware and software; to insure the quality and reliability of
system performance; and to certify that the product, when integrated into the
system, will meet the Standard of Performance set forth in Section E.2.3, below.
The Subcontractor's test shall be conducted prior to installation of the system
at the INS sites. The Subcontractor's quality control/assurance tests must be
conducted as evaluated and approved by ISI.
E.2.2 Inspection and Acceptance Testing
The INS will produce 10,000 "live" cards during the inspection and acceptance
test of each of the Integrated Card Production Systems. Therefore INS personnel
will subject the Integrated Card Production Systems to a 10-day acceptance test
following installation at the INS site before formal acceptance. The
13
INS will operate the system for 10 consecutive days, 24 hours per day, less 4
hours system downtime due to preventive maintenance. The first day of the
Performance Acceptance Period shall be the actual date of installation
completion by ISI and the Subcontractor. If any component fails to complete the
Performance Acceptance Period successfully within 10 days from the initial
installation, INS, at its option may require replacement of the component or the
entire system. In that event, ISI, at its option, may require the Subcontractor
to replace its failed component or its entire product or system. The replacement
of the component, product or system shall be completed within 48 hours. After
replacement is completed, the 10-day test period will begin again. If the
replacement component, product or system fails to complete the Performance
Acceptance Period successfully within the next 10 days after it is installed,
the INS may exercise its right to terminate the ISI Prime Contract for default
and ISI may exercise its right to terminate this Subcontract for default.
During the Inspection and Acceptance Testing of the base integrated card
production system (i.e., CLIN 100, which is considered to be unit #1), INS will
produce 10,000 "live" EAD cards that consist of the features described in
section C.5.1, C.5.2 (exclusive of optional features), C.5.3.1 (exclusive of
optional features), C.5.4.1.1, C.5.4.1.2, and C.5.4.1.3 of the Prime Contract.
For the purposes of Acceptance Tests for other than the Base Integrated Card
Production System (i.e., units #2 through #6) will include all of the features
described in section C.5 of the Prime Contract. Therefore, the inspection and
acceptance test of units #2 through #6 (should the INS decide to order these
units), shall provide for the production of 10,000 "live" cards that include all
of the features described in section C.5 of the Prime Contract.
E.2.3 Standard of Performance
Notwithstanding the requirement for an inspection and acceptance test that will
be completed within 10 days after system installation, the Standard of
Performance for operation of the integrated card production system shall be 95%,
30 consecutive days of 24 hour/day operational use with no more than 12 hours
per month system downtime due to preventive maintenance. Once the system is
placed into production by the INS, ISI and the Subcontractor will be immediately
notified if the system fails to meet the Standard of Performance. For the
purposes of this clause, the INS considers "production" to include INS'
production of sample cards.
E.2.4 Date of Installation
The Date of Installation shall be the day of successful completion, assembly and
installation of the system, including the Subcontractor's products, and
certification by the Subcontractor and ISI that the system is ready for normal
operational use.
E.2.5 Date of Acceptance
The Date of Acceptance of the integrated card production system or the upgraded
system shall be the first day after the system meets the Standard of Performance
and completion of acceptance testing.
E.3 INSPECTION AND TEST OF SUPPLIES AND CONSUMABLES.
See section C.6.1 of this Subcontract for the inspection and test of certain
supplies and consumables.
14
SECTION F. DELIVERIES OR PERFORMANCE
-------------------------
F.1 CLAUSES INCORPORATED BY REFERENCE
The following clauses are incorporated by reference into this Subcontract
subject to the modifications specified in section I.1.
Federal Acquisition Regulation (FAR), (48 CFR Chapter 1), Clauses
52.212-10 Delivery of Excess Quantities of $250 SEP 1989
or Less
52.212-13 Stop Work Order AUG 1989
52.212-15 Government Delay of Work APR 1984
52.247-34 F.O.B. Destination NOV 1991
F.2 DELIVERY LOCATIONS
Each ICPS and all other products which the Subcontractor is required to deliver
under this Subcontract shall be packaged and shipped to the designated site(s)
(inside delivery to the exact room location as specified in the ISI Task Order).
Delivery locations are listed in section C.7.1 of this Subcontract. ISI
reserves the right to install additional Integrated Card Production Systems at
these sites or at other INS sites.
F.3 PERIOD OF PERFORMANCE
The period of performance of this Subcontract shall commence on the effective
date of this Subcontract. The Base Period of performance of this Subcontract
shall end 12 months days after the date of the INS' award of the Prime Contract
to ISI. In accordance with section B.2 of this Subcontract, ISI has the right
to extend the period of performance of this Subcontract for Option Year 1 and
Option Year 2 as defined in Section A.2.
F.4 TRANSPORTATION
Unless otherwise specifically provided in Exhibits A or B, all shipments in the
performance of this Subcontract shall be at Subcontractor's expense.
F.5 REQUIRED TIME, PLACE OF DELIVERY AND PERFORMANCE
The required time and place of delivery of products or provision of services to
be provided under this Subcontract will be specified in each Task Order issued
by ISI. If a Task Order fails to identify the required time and place of
delivery, then the Subcontractor shall promptly notify the ISI Contracting
Representative and request due dates and/or destinations.
The minimum requirement for the Subcontractor's delivery of products and
services to ISI under this Subcontract is provided in the following matrix. The
time and place of delivery of all products and services will be specified in
written Task Orders issued by ISI.
15
NOTE: DARO IS "CALENDAR DAYS AFTER RECEIPT OF ORDER" MEANING AFTER ISI'S
RECEIPT OF A PROPERLY EXECUTED INS DELIVERY ORDER TO ISI. DAC IS "CALENDAR
DAYS AFTER AWARD OF THE PRIME CONTRACT TO ISI" MEANING AFTER THE PRIME
CONTRACT IS PROPERLY EXECUTED BY INS AND ISI.
MINIMUM DELIVERY SCHEDULE MATRIX
=================================================================================================
CLIN DESCRIPTION SCHEDULE
=================================================================================================
100 Integrated Card Production System, installed
-------------------------------------------------------------------------------------------------
Site #1: Lincoln, Nebraska 60 DAC
-------------------------------------------------------------------------------------------------
Site #2: Laguna Niguel, CA 120 DARO
-------------------------------------------------------------------------------------------------
Site #3: St. Albans, Vermont 120 DARO
-------------------------------------------------------------------------------------------------
Site #4: Dallas, TX 120 DARO
-------------------------------------------------------------------------------------------------
Site #5 and #6: (location to be determined) 120 DARO
-------------------------------------------------------------------------------------------------
110-113 WORM Upgrades, installed 300 DARO
-------------------------------------------------------------------------------------------------
120-123 RF Upgrades, installed 360 DARO
-------------------------------------------------------------------------------------------------
130-131 OCR-B Upgrades, installed 360 DARO
-------------------------------------------------------------------------------------------------
132 Multi-Color Text Printing 360 DARO
-------------------------------------------------------------------------------------------------
133 Write 3D Barcode 360 DARO
-------------------------------------------------------------------------------------------------
135 Embedded Magnetic Stripe 360 DARO
-------------------------------------------------------------------------------------------------
136 - 147 IC Chip Upgrades, installed 360 DARO
-------------------------------------------------------------------------------------------------
150 Tracking Information - Inventory Control 360 DARO
-------------------------------------------------------------------------------------------------
151 Tracking Information - Failed Card Count 360 DARO
-------------------------------------------------------------------------------------------------
155 Microline Printing 360 DARO
-------------------------------------------------------------------------------------------------
156 Mailer - Seal Envelopes 360 DARO
-------------------------------------------------------------------------------------------------
157 Mailer - Stamp Envelopes (Postal Meter) 360 DARO
-------------------------------------------------------------------------------------------------
160 - 163 System Documentation 30 DARO
-------------------------------------------------------------------------------------------------
200 - 235 Substrate 30 DARO
-------------------------------------------------------------------------------------------------
250 - 287 PVC 30 DARO
-------------------------------------------------------------------------------------------------
300 Hologram and Hologram Laminate 60 DAC
-------------------------------------------------------------------------------------------------
310 - 313 Hologram Laminate 30 DARO
-------------------------------------------------------------------------------------------------
350 - 353 Plain Laminate 30 DARO
-------------------------------------------------------------------------------------------------
400 - 403 Color Dye Diffusion Ribbon 30 DARO
-------------------------------------------------------------------------------------------------
16
--------------------------------------------------------------------------------------------------
500 - 532 Inks 30 DARO
--------------------------------------------------------------------------------------------------
600 - 632 Mailing Supplies 30 DARO
--------------------------------------------------------------------------------------------------
700 - 703 Carbon Ribbon 30 DARO
--------------------------------------------------------------------------------------------------
750 Cleaning Tape 30 DARO
--------------------------------------------------------------------------------------------------
751 Cleaning Roller 30 DARO
--------------------------------------------------------------------------------------------------
752 Print Head 30 DARO
--------------------------------------------------------------------------------------------------
800 - 805 Card Readers 60 DAC
--------------------------------------------------------------------------------------------------
1000 - 1012 Training 30 DARO
--------------------------------------------------------------------------------------------------
2000 - 2003 Consultation Services As Required
--------------------------------------------------------------------------------------------------
3000 - 4000 Maintenance As Required
--------------------------------------------------------------------------------------------------
5000 Quality Assurance Verification Station As Required
--------------------------------------------------------------------------------------------------
9000 Hot Backup System As Required
--------------------------------------------------------------------------------------------------
ISI reserves the right to order system upgrades separate from the base
integrated card production system and require that the upgrade be delivered and
installed on the INS Integrated Card Production System within the time frame set
forth for the upgrade as described in the matrix provided above table in this
section F.5.
F.6 WAIVER OF DELIVERY SCHEDULE.
None of the following shall be regarded as an extension, waiver, or abandonment
of the delivery schedule, or waiver of ISI's right to terminate for default:
(i) delay by ISI in terminating for default; (ii) acceptance of delinquent
deliveries; and (iii) acceptance or approval of late delivered samples.
Any assistance rendered to the Subcontractor on this Subcontract, or acceptance
by ISI of delinquent goods or services hereunder, will be solely for the purpose
of mitigating damages and is not construed as an intention on the part of ISI to
condone any delinquency, or as a waiver of any right ISI may have under the
Subcontract.
F.7 NOTICE TO ISI OF DELAYS
In the event the Subcontractor either encounters difficulty in meeting
performance requirements, or anticipates difficulty in complying with the
contract delivery schedule or completion date, or whenever the Subcontractor has
knowledge that any actual or potential situation is delaying or threatens to
delay the timely performance of this Subcontract, the Subcontractor shall
immediately notify the ISI Contracting Representative and the ISI Technical
Representative in writing, giving pertinent details; provided however, that this
data shall be informational only in character and that this provision shall not
be construed as a waiver by ISI of any delivery schedule or date, or any rights
or remedies provided by law or under this contract.
17
F.8 LIQUIDATED DAMAGES - SUPPLIES, SERVICES, OR RESEARCH AND
DEVELOPMENT (FAR 52.212-4)(APR 1984)
a. If the Subcontractor fails to deliver the supplies or perform the
services within the time specified in the Subcontract, or any extension,
the Subcontractor shall, in place of actual damages, pay to ISI as fixed,
agreed, and liquidated damages, for each calendar day of delay the sum of
$5,000.00 for non-delivery of those supplies and services.
---------
(i) The maximum period for assessment of liquidated damages shall be
90 days which established the maximum amount of liquidated damages at
-------
$450,000.00. The liquidated damages shall be assessed for failure to
-----------
make delivery of each Integrated Card Production System ordered under
CLIN 100, or part thereof for which the Subcontractor is responsible,
and for failure to make delivery of the supplies and consumables
required under CLINs 200 through 532 for which the Subcontractor is
---------------------
responsible.
(ii) If the Subcontractor successfully delivers the Integrated Card
Production System (i.e. CLIN 100), or part thereof for which the
Subcontractor is responsible, but fails to deliver the supplies and
consumables (i.e. items ordered under CLINs 200 through 532) for which
the Subcontractor is responsible, liquidated damages at the amounts
set forth above shall be assessed against the Subcontractor.
(iii) If one ore more of ISI's subcontractors or ISI itself also are
responsible for causing the Subcontractor's failure to deliver the
supplies or perform the services for which liquidated damages are
payable by the Subcontractor to ISI, the liquidated damages payable
shall be equitably shared by the Subcontractor and other contributors
to the failure.
(iv) If one or more of ISI's subcontractors or ISI itself also cause,
in parallel, a separate independent failure to deliver supplies on the
same days or perform the services on the same days for which
liquidated damages are payable by the Subcontractor to ISI, the
liquidated damages payable by the Subcontractor to ISI because of such
failure shall be equitably shared by the Subcontractor and the other
contributors to the failure.
(v) If pursuant to subparagraphs (iii) or (iv), there are alleged to
be two or more contributors to a failure to deliver, those
contributors shall meet and seek to determine the relative fault of
each one of them and the corresponding responsibility for payment of
liquidated damages. If the contributors to a failure cannot agree on
the relative fault and the corresponding responsibility for payment of
liquidated damages, these issues will be settled by arbitration in
accordance with section I.21 of this Subcontract.
b. If delivery or performance is so delayed, ISI may terminate this
Subcontract in whole or in part under the Default-Fixed-Price Supply and
Service clause in this Subcontract and in that event the Subcontractor
shall be liable for fixed, agreed, and liquidated damages accruing until
the time ISI may reasonably obtain delivery or performance of similar
supplies or services. The liquidated damages shall be in addition to excess
costs under the Termination clause.
c. The Subcontractor shall not be charged liquidated damages when the
delay in delivery or performance arises out of causes beyond the control
and without the fault or negligence of the Subcontractor as defined in the
Default-Fixed-Price Supply and Service clause in this Subcontract.
18
F.10 ENVIRONMENTAL CONDITIONS
Each ICPS shall be delivered and fully installed and made operational in a
standard office environment. (See Attachment C of Section J of the Prime
Contract).
F.11 SCHEDULE AND DESTINATION FOR DELIVERY OF REPORTS
In accordance with Exhibit B, the Subcontractor shall provide relevant
information on a timely basis to enable ISI to provide the Management Reports to
the INS. These are the reports required for the COTR and the Contracting Officer
to monitor ISI's performance. This list is not all inclusive and therefore does
not constitute a waiver of other reporting requirements established by the FAR,
FIRMR, or the Special and General Provisions of this Subcontract.
The format and content for each of the following reports is specifically
described in section G of this Subcontract. The deliverables will be marked in
accordance with section D of this Subcontract.
FIRST DUE -
REPORT TITLE PERIODICITY CHANGES ADDRESSEE
=================================================================================
FIRST DUE
REPORT TITLE PERIODICITY CHANGES ADDRESSEE
---------------------------------------------------------------------------------
Subcontract Management Plan 12 DAC Within 11 ISI CO REP
calendar & ISI TECH
days REP
---------------------------------------------------------------------------------
Updated Quality Assurance Plan 19 DAC Within 18 ISI CO REP
calendar & ISI TECH
days REP
---------------------------------------------------------------------------------
Documentation Plan 12 DAC Within 11 ISI CO REP
calendar & ISI TECH
days REP
---------------------------------------------------------------------------------
Updated Security Management Plan 19 DAC Within 18 ISI CO REP
calendar & ISI TECH
days REP
--------------------------------------------------------------------------------
Monthly Report 27 DAC As required ISI CO REP
& ISI TECH
REP
--------------------------------------------------------------------------------
Annual Report 27 DAC As required ISI CO REP
& ISI TECH
REP
=================================================================================
NOTE: DAC MEANS "CALENDAR DAYS AFTER PRIME CONTRACT AWARD".
ISI may unilaterally modify this delivery schedule provided the Subcontractor
receives 25 calendar days' notice of the scheduled change.
19
SECTION G. CONTRACT ADMINISTRATION DATA
----------------------------
G.1 CONTRACTING REPRESENTATIVES
The ISI Contracting Representative is:
▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
The Subcontractor's Contracting Representative is:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager of Contracts
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (Ext.242)
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
G.2 TECHNICAL REPRESENTATIVES
(a) The ISI Technical Representative is:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
The ISI Technical Representative will coordinate the technical aspects of this
Subcontract and inspect products and services furnished hereunder; however
he/she is not authorized to modify or add any terms or conditions of this
Subcontract, including price. The authority to accept products and services
furnished by the Subcontractor is expressly reserved to the ISI Contracting
Representative.
(b) The Subcontractor's Technical Representative is:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (Ext. 267)
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
G.3 INVOICE REQUIREMENTS
See section B.4.1 of this Subcontract.
20
G.4 AUTHORIZATION FOR PLACING ORDERS
The ISI individuals identified in section G.1 are authorized to place Task
Orders under this Subcontract. All Task Orders will be placed in accordance
with section I.4, "Ordering" of this Subcontract.
G.5 PRICING OF ADJUSTMENTS
When costs are a factor in any determination of Subcontract price adjustment
pursuant to the "Changes" clause, or any other clause of this Subcontract, such
costs shall be in accordance with the contract cost principles and procedures in
Part 31 of the Federal Acquisition Regulation (48 CFR 31) in effect on the date
of the Subcontract.
G.6 CONTRACTOR'S REMITTANCE ADDRESS
See section B.4.2 of this Subcontract.
G.7 CONTRACT ADMINISTRATION REPORTING REQUIREMENTS
The following is a description of reports that the Subcontractor shall provide
on a regular basis as a part of their overall management activities under this
Subcontract:
G.7.1 MANAGEMENT REPORTS
G.7.1.1 LOWER TIER SUBCONTRACT MANAGEMENT PLAN
The Subcontractor shall describe its subcontract management objectives, as well
as describe the criteria used to evaluate the degree of lower tier subcontractor
compliance with performance, price and schedule objectives. Acquisition
strategies shall be specified in the Subcontract Management Plan ("SMP") to
ensure compliance with Government regulations. The SMP shall include a
discussion of implementation and compliance with the Small and Small
Disadvantaged Business Plan and applicable reporting requirements contained in
this Subcontract.
G.7.1.2 UPDATED QUALITY ASSURANCE PLAN
The Updated Quality Assurance Plan (QAP) shall describe the Subcontractor's
standards and procedures for ensuring that all deliverables are accurate,
current, complete, and of the highest possible quality. The QAP shall discuss
requirements for reporting, auditing, and evaluating processes at all levels to
ensure a check and balance is provided.
G.7.1.3 DOCUMENTATION PLAN
The Documentation Plan (DP) shall describe the documentation processes that are
being implemented and the methods that will be utilized for control of the
distribution of system manuals and updates.
G.7.1.4 UPDATED SECURITY MANAGEMENT PLAN
The Subcontractor shall furnish an update of the plan proposed for maintaining
the security and integrity of the INS data and card production process. The
security management plan shall address how the Subcontractor will receive,
control, store, and distribute supplies and consumables that will be purchased
and used by the INS to produce cards.
21
G.7.2.1 MONTHLY REPORT
The Subcontractor shall submit a monthly report that identifies the status of
all activities under the Subcontract including Task Orders, quality assurance,
lower tier subcontracts, and maintenance services. All warranty/maintenance
(including all emergency corrective maintenance) calls received during the
period shall be identified by the location of the equipment or software, the
problem reported, resolution of the problem (including the amount of time
required to complete repairs) or status of problem (if the problem(s) remain
unresolved).
G.7.2.2 ANNUAL REPORT
The Subcontractor shall submit an annual report that identifies all the
activities under the Subcontract during the year. This report shall contain the
same level of detail as the Monthly Report and shall update and/or correct the
data furnished in the Monthly Report.
SECTION H. SPECIAL CONTRACT REQUIREMENTS
-----------------------------
H.1 Reserved.
H.2 TYPE OF SUBCONTRACT
This is a Fixed Price, Indefinite-Delivery Indefinite-Quantity (IDIQ) type
contract.
H.3 Reserved.
H.4 INCORPORATION OR REPRESENTATIONS, CERTIFICATIONS AND OTHER
STATEMENTS OF SUBCONTRACTOR
This Subcontract incorporates the Representations, Certifications and Other
Statements of Subcontractor (see Exhibit D) by reference with the same force and
effect as if they were included in full text.
H.5 Reserved.
H.6 EMPLOYMENT OF ILLEGAL ALIENS
Subject to existing laws, regulations, Executive Orders, and other provisions of
this Subcontract, aliens unauthorized to be employed in the United States shall
not be employed by the Subcontractor, or it lower tier subcontractors, to work
on, under, or with this Subcontract. The Subcontractor shall ensure that this
provision is expressly incorporated into any and all lower tier subcontracts or
subordinate agreements issued in support of this Subcontract.
H.7 WORK ON OCCUPIED PREMISES
If the Subcontractor (or any of its lower tier subcontractors and their
employees) is assigned to work at INS sites, then the Subcontractor shall comply
with the regulations governing access to, operation of, and conduct while in or
on the premises. The Subcontractor shall ensure that all work is performed in a
manner that does not interrupt or interfere with the conduct of INS business.
The Subcontractor, upon notification by the Contracting officer or the ISI
Contracting Representative, shall immediately remove from any INS site and/or
performance under the Subcontract, any of its
22
employees so identified. Neither the Contracting Officer nor any INS official
nor the ISI Contracting Representative is required to provide justification for
this unilateral determination, and any such directed removal is not subject to
question or challenge in any fashion.
H.8 INSURANCE
In accordance with FAR 52.228-8, Insurance - Work on a Government Installation
(SEP) 1989), contained in Section I of this Subcontract, the Subcontractor shall
have insurance as follows:
General Liability $500,000 per incident
Worker's Compensation $100,000 per incident
& Employee's Liability
Within 30 days after this Subcontract is awarded, the Subcontractor shall
provide a certification from its insurance broker that the Subcontractor has the
required insurance coverage.
H.9 AMERICANS WITH DISABILITIES ACT
INS currently does not have a requirement for ADP software for INS
employees/users with disabilities. However, if the Subcontractor is obligated to
provide ADP software under this Subcontract, the Subcontractor shall have the
capability to provide ADP software to meet the accessibility requirements as
further described in the Federal Information Resources Management Regulations.
ISI will identify the need for any such software in the individual Task Orders
issued under the Subcontract.
H.10 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF
EQUIPMENT
(a) COST OF MOVEMENT: Except as explicitly otherwise provided in this
Subcontract, prior to the expiration period, whenever equipment furnished
by the Subcontractor is shipped for mechanical replacement purposes, the
Subcontractor shall bear all costs, including, but not limited to, the
costs of packing, transportation, rigging, drayage, and insurance.
(b) FAULT OF GOVERNMENT: The warranty shall not apply to maintenance
required due to the fault or negligence of the INS.
(c) TITLE: Title to equipment, including special features installed
thereon, will pass from the Subcontractor to the INS upon acceptance by the
INS. However, the Subcontractor shall retain rights to software identified
in Exhibit F in accordance with the data clauses in this Subcontract--FAR
▇▇-▇▇▇-▇▇ "Rights In Data--General (JUN 1987)" and FAR ▇▇-▇▇▇-▇▇
"Commercial Computer Software--Restricted Rights (JUN 1987)".
H.11 ALTERATIONS AND ATTACHMENTS
Upon 7 days written notice to the Subcontractor, the INS may make alterations or
install attachments to the equipment purchased from the Subcontractor, provided
that such action will not create a safety hazard. The INS shall assume full
liability for any damages and/or degradation in equipment performance
attributable directly to such alteration or attachment.
23
H.12 ENGINEERING CHANGES
Engineering changes proposed by the Subcontractor shall be complete; i.e., they
shall therefore address all training, documentation, maintenance, and warranties
required by Section C of this contract.
(a) After Subcontract award, ISI may solicit, and the Subcontractor shall
propose, engineering changes to the equipment and software specifications,
or other requirements of this Subcontract. These changes may be proposed
to save money, to improve performance, to save energy, or to satisfy
increased data processing requirements. However, if proposed changes
relating to improved performance are necessary to meet the increased data
processing requirements of the user, those requirements shall not exceed
the Prime Contract requirements by more than 25%. If the proposed changes
are acceptable to both parties, the Subcontractor shall submit a price
change proposal to ISI for evaluation. Those proposed engineering changes
that are acceptable to ISI will be processed as modifications to the
Subcontract.
(b) This clause applies only to those proposed changes identified by the
Subcontractor as an engineering change proposal (ECP) submitted pursuant to
the provisions of this clause. At a minimum, the following information
shall be submitted by the Subcontractor with each proposal:
(1) A description of the difference between the existing
Subcontract requirement and the proposed change, and the
comparative advantages and disadvantages of each;
(2) Itemized requirements of the Subcontract which must be
changed if the proposal is adopted, and the proposed
revision to the contract for each such change;
(3) An estimate of the changes in performance and cost, if any,
that will result from adoption of the proposal;
(4) An evaluation of the effects the proposed change would have
on collateral costs to INS and ISI, such as Government-
furnished property costs, costs of related items, and costs
of maintenance and operation; and
(5) A statement of the time by which the change order adopting
the proposal must be issued so as to obtain the maximum
benefits of the changes during the remainder of this
Subcontract. Also, any effect on the Subcontract completion
time or delivery schedule shall be identified.
(c) ECPs submitted to the ISI Contracting Representative shall be
processed expeditiously. Neither ISI nor INS shall be liable for proposal
preparation costs or any delay in acting upon any proposal submitted
pursuant to this clause. The Subcontractor has the right to withdraw, in
whole or in part, any ECP not accepted by ISI within the period specified
in the proposal. The decision of the ISI Contracting Representatives as to
the acceptance of any proposal under this contract shall be final and shall
not be subject to the "Disputes" clause of this contract.
(d) If the ISI Contracting Representative accepts any ECP submitted
pursuant to this clause he/she shall issue a modification to this
Subcontract. Unless and until a modification is executed to incorporate an
ECP under this Subcontract, the Subcontractor shall remain obligated to
perform in accordance with the terms of the existing Subcontract.
24
(e) If an ECP submitted pursuant to this clause is accepted and applied to
this Subcontract, an equitable adjustment in the Subcontract price and in
any other affected provisions shall be made in accordance with this and/or
other applicable clauses. When the cost of performance of this Subcontract
is increased or decreased as a result of the change, the equitable
adjustment to the Subcontract price shall be calculated in accordance with
the "Changes" clause, but the resulting Subcontract modification shall
state that it is made pursuant to this clause.
(f) The Subcontractor shall specifically identify information contained in
the ECP which it considers confidential and/or proprietary and which
prefers not be disclosed to the public. The identification of information
as confidential and/or proprietary is for information purposes only and
shall not be binding on ISI or the INS to prevent disclosure of such
information. Offerors are advised that such information may be subject to
release upon request pursuant to the Freedom of Information Act (5 U.S.C.
(S)552).
H.13 CERTIFICATE OF MAINTAINABILITY
Reserved.
H.14 REPLACEMENT PARTS AVAILABILITY
The Subcontractor agrees to make available replacement parts for equipment that
it provides in this Subcontract for the system life designated in Section F,
"Term of Contract." The Contractor shall notify ISI 180 days before the end of
the system's life as to the continuing availability of parts subsequent to this
period. If parts will not be available from the Subcontractor, ISI may require
the Subcontractor to furnish data that is available to the Subcontractor, to
assist ISI to obtain such parts from another source.
H.15 SITE PREPARATION
Equipment environmental specifications shall conform exactly with the Section C
notice of INS' environment standards.
H.16 CONFLICTS WITH OTHER CONTRACTS
The Subcontractor is informed that services and supplies called for under this
Subcontract, other than the identified minimum amounts, shall not be ordered by
ISI or provided by the Subcontractor when this Subcontract conflicts with the
supplies or services available under a requirements type contract(s), as defined
by the Federal Acquisition Regulation (FAR) 16.5, which has been awarded by the
INS or to which the INS is party or subject. When this Subcontract duplicates
the supplies and services under another indefinite delivery, indefinite quantity
contract, ISI and the INS reserve the right to process those supplies or
services under either contract.
H.17 SUBCONTRACTING PLAN
In accordance with FAR 52.219-9 (as prescribed in FAR 19.7), a subcontracting
plan is required of the Subcontractor if this Subcontract is expected to exceed
$500,000 and if the Subcontractor is not a small business. The approved plan
will be incorporated into the Subcontract as Exhibit E at time of Subcontract
award.
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H.18 PRICING OF ADJUSTMENTS
When costs are a factor in any determination of a contract price adjustment
pursuant to the "Changes" Clause or any other clause of this Subcontract, such
costs shall be in accordance with the contract cost principles and procedures in
Part 31 of the FAR (48 CFR 31) in effect as of the date of this Subcontract.
H.19 RIGHTS IN TECHNICAL DATA
The INS shall have all rights in data related to the card production equipment,
supplies and consumables which were made solely for the INS under the
Subcontract. The INS will have all rights to color formulations and substrate
designs, color formulations and material compositions applicable to cards
generally, microline printing, embedded codes, holograms, RF tags and formulas
for specific IR and UV inks which are furnished to ISI and the INS as a part of
this Subcontract and which are unique to the INS. Further, the INS retains all
rights to the hologram artwork furnished by the INS and any sketches, designs,
changes, and products furnished by the Subcontractor in developing the hologram
for the INS.
Because of the potential for the production of counterfeit documents, the
Subcontractor shall not market or sell any of the unique supplies, consumables,
and data produced for this Subcontract. Further, the INS will have exclusive
intellectual and proprietary rights to all of the INS-unique features and
processes identified in Section C. The INS intends to protect its rights fully
and to prosecute violators of its rights to the maximum extent permitted by the
law. The Subcontractor shall insert this clause in any subcontract having to do
with the satisfaction of performance and/or deliveries under this Subcontract.
Subcontractor shall require the inclusion of this clause in any lower tier
subcontract. The Subcontractor shall be responsible for compliance with this
clause by the its lower tier subcontractor.
H.20 SECURITY REQUIREMENTS (NON-CLASSIFIED CONTRACT)
The Immigration and Naturalization Service shall have and exercise full and
complete control over granting, denying, withholding or terminating access for
Subcontractor employees. INS may, as it deems appropriate, authorize and grant
temporary access to employees of the Subcontractor or its lower tier
subcontractors, vendor, and/or volunteer. The granting of a waiver to commence
work shall not be considered as assurance that a full security authorization
will follow as a result thereof, and the granting of either a waiver or a full
employment suitability clearance shall in no way prevent, preclude or bar the
withdrawal or termination of any such access by INS, at any time during the term
of the contract. No employee of the Subcontractor, or its lower tier
---------------------------------------------------
subcontractor, vendor, or volunteer shall be allowed access without such
------------------------------------------------------------------------
employment suitability clearance.
--------------------------------
All employees (to include subcontractors, temporary, part-time and replacement
employees) assigned to the performance of work under this Subcontract shall
undergo a position sensitivity analysis. The results of the position sensitivity
analysis shall identify the appropriate background investigation to be
conducted. At a minimum, each Subcontractor having involvement with the
fabrication, production, or processing of each card identified, shall undergo a
Limited Background Investigation (LBI). All background investigations will be
processed through the INS Contract Security Section. Subcontractor employees
hired under INS contracts requiring an investigation shall not commence work
under the contract until authorization has been issued by the INS Contract
Security Section to the INS Contracting Officer's Technical Representative
(COTR). All prospective Subcontractor employee shall submit the following
completed forms (no less than thirty-eight (38) days before the starting date of
the Subcontract):
(1) Standard Form 85P - "Questionnaire for Public Trust Positions"
(original plus a copy)
26
(2) Supplemental "Foreign Born Relatives" statement relating to
individuals who have relatives in another country (original plus a copy)
(3) Proof of employment authorization (if non-U.S. citizen) or birth
certificate (if U.S. citizen)
(4) FD form 258, "Fingerprint Card" (2 copies)
(5) SF 171 "Application for Employment", Questions 3, 6, 19, 28, 36, 38-
44, 48 and 49 only. (original plus a copy)
(6) Pre-Employment suitability check. Form G-736 (five years employment)
The Subcontractor using form G-736 will also provide documentation that the
previous employers of all new contract employees have been interviewed to
ascertain the following information concerning the period five years prior to
application:
(1) Verification of employment history (dates, salary, job titles and
duties)
(2) Reason for leaving employment
(3) Whether employer would re-hire the applicant
(4) Name of person contacted
(5) Name of employee doing the interview on behalf of the Subcontractor
Necessary forms will be provided by ISI at the time of award of the Subcontract.
Only complete suitability packages will be accepted by INS Contract Security.
Specific instructions on submission of packages will be provided upon award of
the Subcontract. If an unsuitable report on any employee is received after
processing of the required forms, or if a prospective employee is found to be
unsuitable or unfit for his assigned duties, the COTR will advise the
Subcontractor that the employee shall not continue to work or be assigned to
work under this Subcontract.
Employees found suitable for employment through this process while employed by
one Subcontractor are not required to submit a new set of forms if subsequently
hired by a follow-on Subcontractor, unless specifically requested to do so by
the COTR.
INS and ISI reserve the right and prerogative to require the Subcontractor to
terminate the services and restrict access to the facility of any employee who
may be an offender, or whose personal habits, criminal history or inclinations
are in conflict with the DOJ standards of conduct, 28 CFR 45.731.1 through
45.731.26, or who otherwise may be a security risk.
The Subcontractor shall appoint a senior official to act as the Subcontractor's
Security Officer. This individual will interface with the ISI and INS Security
Office on all security matters, to include physical, personnel, and protection
of all information and data accessed by the Subcontractor.
The COTR, the INS Contract Security offices and ISI shall have the right to
inspect the procedures, methods, and facilities utilized by the Subcontractor in
complying with the security requirements under this Subcontract. Should the
COTR or ISI determine that the Subcontractor is not complying with the
27
security requirements of this Subcontract, the Contracting Officer of ISI shall
inform the Subcontractor in writing of the proper action to be taken in order to
effect compliance with the requirements.
The Subcontractor must agree that each person employed by it or any
subcontractor(s) will have a social security card issued and approved by the
Social Security Administration and be a United States citizen or Legal Permanent
Residents (LPR's). INS will address the employment suitability of each
prospective employee on a case-by-case basis. Each employee of the
Subcontractor, and of any subcontractor(s), must complete and sign a form 1-9,
"Employment Eligibility Verification" before commencing work. The Contractor
will retain the original form 1-9 before the employee commences work. The
Subcontractor is responsible to the government and to ISI for acts and omissions
of its own employees and of any subcontractor employees.
H.21 EQUIPMENT MAINTENANCE
See Section C, Paragraph C.8.
H.22 WARRANTY FOR EQUIPMENT AND CONSUMABLE SUPPLIES
See Section C, Paragraph C.9.
H.23 SUBSTITUTION OF EQUIPMENT
Any substitutions proposed by the Subcontractor shall be complete and shall
therefore address all training, documentation, maintenance, and warranties as
required by Section C of this Subcontract.
This clause acknowledges that from time to time some of the contracted-for
equipment may not be readily available or may have gone out of production
permanently. The Subcontractor may request a one time or permanent substitution
of one or more contract line items. Such requests must be made in writing to
the ISI Contracting Representative. The following conditions must be met:
(a) The replacement item(s) must meet or exceed all contract
specifications applicable to the item(s) replaced;
(b) The replacement item(s) must be acceptable to the Contracting Officer,
to the Contracting Officer's Technical Representative; and the ISI
Contracting Representative.
(c) The replacement item(s) must be approved in writing by the ISI
Contracting Representative;
(d) The replacement item(s) shall carry the same or better warranty; and
(e) Replacement items proposed are subject to the provisions of Clause
H.24, Technical Refreshment, (a)(1) through (a)(7).
The fact that the Subcontractor requests a replacement shall not extend the
required delivery dates of any items. Upon acceptance of a replacement, the
Subcontractor may request a reasonable extension.
28
H.24 TECHNOLOGY REFRESHMENT
Technology refreshments proposed by the Subcontractor shall be complete and
shall therefore address all training, documentation, maintenance, and warranties
as required by Section C of this Subcontract.
(a) The Subcontractor is responsible for developing and maintaining a
technology refreshment program throughout the course of the Subcontract.
This program shall require the Subcontractor to propose, and ISI and INS to
consider, alternate equipment and software which meets the following
requirements:
(1) Meets at a minimum all of the mandatory requirements of the
specification;
(2) Is functionally equivalent or superior to current components
under the Subcontract;
(3) Will maintain or improve successful performance of the total
system;
(4) Will facilitate or maintain ease of maintenance or ease of
use;
(5) Will be supportable for the life of the Prime Contract;
(6) Has been successfully utilized in actual performance in
accordance with the commercial availability requirements of
the Subcontract; and
(7) Will be provided at a cost per unit of value to ISI equal to
or less than the equipment or software currently under
Subcontract.
(b) The Subcontractor shall prepare and submit a plan in the proposal
setting forth their approach to technology refreshment. This plan shall,
at a minimum, address the following issues:
(1) Anticipated sources for new products and the procedures by
which current information will be supplied to the
Subcontractor.
(2) Procedures for verification of functionality;
(3) Procedures for performance testing prior to incorporation
into the network, including specification for a
Subcontractor-furnished test bed;
(4) Procedures for verifying supportability;
(5) Vendor or manufacturer responsibility;
(6) Procedures for informing ISI and INS on both a regular and
extraordinary basis of new product possibilities (e.g.,
meetings, reports, demonstrations, etc.);
(7) Personnel responsible for maintaining the technology
refreshment program and their qualifications;
(8) Procedures for guaranteeing system integrity; and
(9) Procedures for evaluation and enforcement of the technology
refreshment
29
program.
(c) Technology refreshment under this clause is applicable only to
equipment and supplies or software not yet installed at the time the
improvement is accepted by INS. Replacement of already-installed
Subcontractor equipment or software will be considered by ISI and INS under
the Engineering Change Proposal Clause, should ISI, INS or the Contractor
so request.
(d) Equipment, software, and supplies installed pursuant to this clause
shall be subject to the same evaluation, warranties, maintenance credits,
downtime credit, liquidated damages and acceptance procedures as items
already under Subcontract.
(e) ISI will periodically evaluate the quality of the Subcontractor's
technology refreshment program, based upon the Subcontractor's approved
plan.
H.25 SPECIAL PROVISION CONCERNING CONTRACT COMPLETION OR TERMINATION
Upon Subcontract expiration or should this Subcontract be terminated for either
convenience or default, all INS-unique items as described in Section C
previously produced, currently controlled by the Subcontractor, will be
delivered to ISI in accordance with Section C.6.3 of this Subcontract.
H.26 KEY PERSONNEL
The personnel listed below (or specified in the Subcontract schedule) are
considered essential to the work being performed under this contract. Before
removing, replacing, or diverting any of the specified personnel or facilities,
the Subcontractor shall:
(a) Notify the ISI Contracting Representative reasonably (no less than 35
calendar days) in advance.
(b) Submit a detailed explanation or justification for the proposed
substitution.
(c) Furnish a resume for the substitute.
The explanation/justification and resume shall contain sufficient detail to
permit evaluation of the impact on this contract. The proposed substitute(s)
shall be of equal or superior qualifications to those of the person(s) being
replaced. The ISI Contracting Representative will notify the Subcontractor
within fifteen (15) calendar days after receipt of all required information of
the Government's decision on the proposed substitute(s).
The Subcontractor shall make no diversion without the ISI Contracting
Representative's written consent; provided, that the ISI Contracting
Representative may confirm in writing the proposed change, and that confirmation
shall constitute the ISI Contracting Representative's consent required by this
clause.
The list of personnel (shown below or as specified in the contract schedule)
may, with the consent of the Subcontracting parties, be amended from time-to-
time during the course of the Subcontract to add or delete personnel and/or
facilities.
30
KEY PERSONNEL
Individual's Name Position
----------------- --------
H.27 KEY SUBCONTRACTORS
The subcontractors listed below (or specified in the contract schedule) are
considered essential to the work being performed under this Subcontract.
Before removing, replacing, or diverting any of the listed or specified
subcontractors, the Subcontractor shall:
(a) Notify the ISI contracting Representative reasonably (no less than, 35
calendar days) in advance.
(b) Submit a detailed explanation or justification for the proposed
substitution.
(c) Furnish a company information package or the substitute.
The explanation/justification and information package shall contain sufficient
detail to permit evaluation of the impact on this Subcontract. The proposed
substitute(s) shall be of equal or superior qualifications to those of the
subcontractor(s) being replaced. The ISI Contracting Representative will notify
the Subcontractor within fifteen (15) calendar days after receipt of all
required information of the decision on the proposed substitute(s).
The Subcontractor shall make no diversion without the ISI Contracting
Representative's written consent; provided, that the ISI Contracting
Representative may confirm in writing the proposed change, and that confirmation
shall constitute the ISI Contracting Representative's consent required by this
clause.
The list of subcontractors (shown below or as specified in the contract
schedule) may, with the consent of the contracting parties, be amended from
time-to-time during the course of the contract to add or delete subcontractors.
KEY SUBCONTRACTORS
------------------
Company Name Product or Service to be Furnished
------------ ----------------------------------
SECTION I. CONTRACT CLAUSES
----------------
I.1 CLAUSES INCORPORATED BY REFERENCE. (FAR 52.252-2) (JUNE 1988)
This Subcontract incorporates the FAR clauses identified in this section by this
reference, with the same force and effect as if they were given in full text,
subject to the following modifications.
I.1.1 Except as provided for in sections I.1.2 and I.1.3 below, whenever the
following terms are used in the clauses incorporated by reference in this
section, they shall have the meaning as set forth below:
(a) The term "Contract" shall mean "this Subcontract".
(b) The term "Subcontract" shall mean "lower tier subcontract".
31
(c) The term "Government", "Contracting Officer" and equivalent terms
shall mean "Contractor".
(d) The term "Contractor" shall mean "Subcontractor", and if required by
the clause, "lower tier subcontractors".
I.1.2 The definitions in section I.1.1 shall not be applicable to the following
clauses or to the terms therein, to the extent specified:
(a) Whenever there is a reference to "Government Property", "Government
Equipment", or equivalent terms which refer to Government property, these
terms shall remain unchanged.
(b) Whenever there is a reference to the right to inspect, examine or
audit records, only the Government shall have that right.
(c) Whenever there is a reference to patents or copyrights, or
infringement of intellectual property rights, the related references in
the test of the clause to the Government or Contracting Officer shall
remain unchanged.
(d) Whenever there is a reference to the reimbursement of costs to a
Contractor or Subcontractor for liability, the related references in the
text of the clause to the Government or Contracting Officer shall remain
unchanged.
I.1.3 Notwishstanding any other provision of this Subcontract, including
sections I.1.1 and I.1.2 above, with respect to the risk of loss provision in
the "Government Property" clause, if any, in this Subcontract, the Subcontractor
shall assume the risk of, and be responsible for, any loss or destruction of, or
damage to, the Government property while in subcontractor's possession or
control as required by that provision. The Subcontractor shall return 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.
This Subcontract incorporates the following FAR clauses by reference, with the
same force and effect as if they were given in full text.
52.202-1 Definitions SEP 1991
52.203-1 Officials Not to Benefit APR 1984
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 1985
52.203-7 Anti-Kickback Procedures OCT 1988
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity SEP 1990
52.208-1 Required Sources for Jewel Bearing and Related Items APR 1984
52.209-6 Protecting the Government's Interest When Subcontracting NOV 1992
with Contractors Debarred, Suspended, or Proposed for
Debarment
32
52.210-5 New Material APR 1984
52.215-1 Examination of Records by Comptroller General FEB 1993
52.215-2 Audit -- Negotiation FEB 1993
52.215-23 Price Reduction for Defective Cost or Pricing Data - DEC 1994
Modifications
52.215-25 Subcontractor Cost or Pricing Data - Modifications DEC 1994
52.215-26 Integrity of Unit Prices APR 1991
52.217-8 Option to Extend Services [to be exercised by contract AUG 1989
modification prior to, or up to 30 days after,
expiration of the contract, provided that 30 days
preliminary notice is provided to Contractor in writing]
52.219-8 Utilization of Small Business Concerns and Small FEB 1990
Disadvantaged Business Concerns
52.219-9 Small Business and Small Disadvantaged Business FEB 1995
Subcontracting Plan
52.219-13 Utilization of Women-Owned Small Businesses AUG 1986
52.219-16 Liquidated Damages-Small Business Subcontracting Plan AUG 1989
52.220-3 Utilization of labor Surplus Area Concerns APR 1984
52.220-4 Labor Surplus Area Program Subcontracting Program APR 1984
52.222-3 Convict Labor APR 1984
52.222-4 Contract Work Hours and Safety Standards Act - Overtime MAR 1986
Compensation
52.222-20 ▇▇▇▇▇-▇▇▇▇▇▇ Public Contracts Act APR 1984
52.222-26 Equal Opportunity APR 1984
52.222-35 Affirmative Action for Special Disabled and Vietnam Era APR 1984
Veterans
52.222-36 Affirmative Action for Handicapped Workers APR 1984
52.222-37 Employment Reports on Special Disabled Veterans and JAN 1988
Veterans of the Vietnam Era
52.223-2 Clean Air and Water APR 1984
52.223-6 Drug-Free Workplace JUL 1990
52.225-3 Buy American Act-Supplies JAN 1994
52.225-11 Restrictions on Certain Foreign Purchases MAY 1992
52.227-1 Authorization and Consent APR 1984
33
52.227-2 Notice and Assistance Regarding Patent and Copyright APR 1984
Infringement
52.227-3 Patent Indemnity APR 1984
52.227-14 Rights in Data - General JUN 1987
52.227-19 Commercial Computer Software - Restricted Rights JUN 1987
52.227-23 Rights to Proposal Data (Technical) JUN 1987
52.228-5 Insurance - Work on a Government Installation SEP 1989
[(a) Workers compensation and employer's liability;
coverage of at least[(a) Workers $200,000 required,
(b) General liability; bodily injury liability on a
comprehensive policy of at least $500,000 per occurrence
required.]
52.229-3 Federal, State, and Local Taxes JAN 1991
52.229-5 Taxes - Contracts Performed in U.S. possessions or Puerto APR 1984
Rico
52.230-2 Cost Accounting Standards NOV 1993
52.230-5 Administration of Cost Accounting Standards DEC 1004
52.232-1 Payments APR 1984
52.232-8 Discounts for Prompt Payment APR 1989
52.232-11 Extras APR 1984
52.232-17 Interest JAN 1991
52.232-23 Assignment of Claims JAN 1986
2.233-3 Protest After Award AUG 1989
52.237-2 Protection of Government Buildings, Equipment and APR 1984
Vegetation
52.243-1 Changes - Fixed Price AUG 1987
52.244-1 Subcontract (Fixed-Price Contracts) FEB 1995
52.244-5 Competition in Subcontracting APR 1984
52.246-24 Limitation of Liability - High Value Item APR 1984
52.249-2 Termination for Convenience of the Government APR 1984
(Fixed-Price)
52.249-8 Default (Fixed-Price Supply and Service) APR 1984
I.2 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-
MODIFICATION (FAR 52.203-9) (NOV 1990)
See Exhibit D, clause FAR 52.203-8.
34
I.3 RESERVED
I.4 ORDERING
(a) Any supplies and services to be furnished under this Subcontract
shall be ordered by issuance of Task Orders by the individuals or
activities designated in the Schedule. Such orders may be issued from
date of award through to the last day of the term of this Subcontract, as
long as the provisions of Paragraph F.3 (Period of Performance) are
upheld.
(b) All Task Orders are subject to the terms and conditions of this
Subcontract. In the event of conflict between a Task Order and this
Subcontract, the Subcontract shall control.
(c) If mailed or faxed, a Task Order is considered issued when ISI
deposits the order in the mail or faxes the order, respectively. Orders
may not be issued orally.
I.5 RESERVED
I.6 INDEFINITE QUANTITY SUBCONTRACT
(a) This is an indefinite-quantity Subcontract for the supplies or
services specified, and effective for the period stated, in the Schedule.
The quantities of supplies and services specified in the Schedule are
estimates only and are not purchased by this Subcontract.
(b) Delivery or performance shall be made only as authorized by Task
Orders issued in accordance with the Ordering clause. The Subcontractor
shall furnish to the ISI, when and if ordered, the supplies or services
specified in the Schedule up to and including the quantity designated in
the Schedule as the maximum.
(c) Except for any limitations in the Schedule, there is no limit on the
number of orders that may be issued. ISI may issue orders requiring
delivery to multiple destinations or performance at multiple locations.
(d) Any order issued during the effective period of this Subcontract and
not completed within that period shall be completed by the Subcontractor
within the time specified in the order. The Subcontract shall govern the
Subcontractor's and ISI's rights and obligations with respect to that
order to the same extent as if the order were completed during the
Subcontract's effective period: provided, that the Subcontractor shall
not be required to make any deliveries under this contract 60 days after
the expiration of this Subcontract.
I.7 OPTION TO EXTEND THE TERM OF THE SUBCONTRACT
(a) ISI may extend the term of this contract for the periods specified
in section F.3 by writtten notice to the Subcontractor prior to this
Subcontract's expiration.
(b) If ISI exercises this option, the extended contract shall be
considered to include this option provision.
35
(c) The total duration of this Subcontract, including the exercise of
any options under this clause, shall not exceed 36 months.
I.8 RESERVED
I.9 BUY AMERICAN ACT - TRADE AGREEMENTS ACT - BALANCE OF PAYMENTS PROGRAM
(FAR 52.225-9) (JAN 1994)
(a) This clause implements the Buy American Act (41 U.S.C. 10), the
Trade Agreements Act of 1979 (19 U.S.C. 2501-2582), the North American
Free Trade Agreement (NAFTA) Implementation Act (Pub. L. 103-182, 107
Stat. 2057), and the Balance of Payments Program by providing a
preference for domestic end products over foreign end products, except
for certain foreign end products which meet the requirements for
classification as designated, NAFTA, or Caribbean Basin country end
products.
"Caribbean Basin country end product," as used in this clause, means an
article that: (1) Is wholly the growth, product, or manufacture of a
Caribbean Basin country (as defined in section 25.401 of the Federal
Acquisition Regulation (FAR)), or (2) in the case of an article which
consists in whole or in part of materials from another country or
instrumentality, has been substantially transformed into a new and
different article of commerce with a name, character, or use distinct
from that of the article or articles from which it was so transformed.
The term includes services (except transportation services) incidental to
its supply; provided that the value of those incidental services does not
exceed that of the product itself. It does not include service contracts
as such. The term excludes products that are excluded from duty free
treatment for Caribbean countries under the Caribbean Basin Economic
Recovery Act (19 U.S.C. 2703(b)).
These exclusions presently consist of (i) textiles and apparel articles that are
subject to textile agreements; (ii) footwear, handbags, luggage, flat goods,
work gloves, and leather wearing apparel not designated as eligible articles for
the purpose of the Generalized System of Preferences under title V of the Trade
Act of 1974; (iii) tuna, prepared or preserved in any manner in airtight
containers; (iv) petroleum, or any product derived from petroleum; and (v)
watches and watch parts (including cases, bracelets and straps), of whatever
type including, but not limited to, mechanical, quartz digital or quartz analog,
if such watches or watch parts contain any material that is the product of any
country to which the Tariff Schedule of the United States (TSUS) column 2 rates
of duty apply.
"Components," as used in this clause, means those articles, materials, and
supplies incorporated directly into the end products.
"Designated country end product," as used in this clause, means an article that
(1) is wholly the growth, product, or manufacture of the designated country (as
defined in section 25.401 of the Federal Acquisition Regulation (FAR)), or (2)
in the case of an article which consists in whole or in part of materials from
another country or instrumentality, has been substantially transformed into a
new and different article of commerce with a name, character, or use distinct
from that of the article or articles from which it was so transformed. The term
includes services (except transportation services) incidental to its supply,
provided that the value of those incidental services does not exceed that of the
product itself. It does not include service contracts as such.
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"Domestic end product," as used in this clause, means (1) an unmanufactured end
product mined or produced in the United States, or (2) and end product
manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of
all its components. A component shall also be considered to have been mined,
produced, or manufactured in the United States (regardless of its source in
fact) if the end product in which it is incorporated is manufactured in the
United States and the component is of a class or kind (i) determined by the
Government to be not mined, produced, or manufactured in the United States in
sufficient and reasonably available commercial quantities of a satisfactory
quality, or (ii) to which the agency head concerned has determined that it would
be inconsistent with the public interest to apply the restrictions of the Buy
American Act.
"End products," as used in this clause, means those articles, materials, and
supplies to be acquired under this contract for public use.
"Foreign end product," as used in this clause, means an end product other than a
domestic end product.
"NAFTA country," as used in this clause, means Canada or Mexico.
"NAFTA country end product," as used in this clause means an article that (1) is
wholly the growth, product, or manufacture of a NAFTA country, or (2) in the
case of an article which consists in whole or in part of materials from another
country or instrumentality, has been substantially transformed in a NAFTA
country into a new and different article of commerce with a name, character, or
use distinct from that of the article or articles from which it was transformed.
The term includes services (except transportation services) incidental to its
supply; provided, that the value of those incidental services does not exceed
that of the product itself. It does not include service contracts as such.
(b) The Contracting Officer has determined that the Trade Agreements Act
and NAFTA apply to this acquisition. Unless otherwise specified, the Acts
apply to all items in the schedule. The Subcontractor agrees to deliver
under this Subcontract only domestic end products unless, in its offer,
it specifies delivery of foreign end products in the provision entitled
"Buy American Act - Trade Agreements - Balance of Payments Program
Certificate." An offer certifying that a designated, NAFTA, or Caribbean
Basin country end product will be supplied requires the Contractor to
supply a designated, NAFTA, or Caribbean Basin country end product or, at
the Contractor's option, a domestic end product. Contractors may not
supply a foreign end product for line item subject to the Trade
Agreements Act unless the foreign end product is a designated NAFTA, or
Caribbean end product (see FAR 25.401), or unless a waiver is granted
under section 302 of the Trade Agreements Act of 1979 (see FAR
25.402(c).)
(c) Offers will be evaluated in accordance with the policies and
procedures of Subpart 25.4 of the FAR.
I.10 RESERVED
I.11 WARRANTY EXCLUSION AND LIMITATION OF DAMAGES
Except as expressly set forth in writing in this Subcontract (see section C.1.1
and C.9 of this Subcontract and section C.8.1 of the Prime Contract) and except
for the implied warranty of merchantability, there are no warranties expressed
or implied. In no event will the Subcontractor be liable to ISI for
consequential
37
damages as defined in the Uniform Commercial Code, Section 2-715,
in effect in the District of Columbia as of January 1, 1973; i.e.--
Consequential damage resulting from the seller's breach include--
(a) Any loss resulting from general or particular requirements and needs
of which the seller at the time of contracting had reason to know and
which could not reasonably be prevented by cover or otherwise; and
(b) Injury to person to property proximately resulting from any breach
of warranty.
I.13 SUBCONTRACTING
The Subcontractor shall not subcontract any portion of the work it has agreed to
perform under this Subcontract without the prior written approval of Contractor.
I.14 INDEPENDENT CONTRACTORS
At all times the Subcontractor and Contractor shall remain independent
Contractors, each responsible for its own employees.
I.15 PROPRIETARY DATA
(a) "Proprietary Information" for purposes of this clause is defined as
information which the disclosing person or entity at the time of
disclosure identifies in writing as Proprietary Information by means of a
proprietary legend, marking, stamp or other positive written notice
identifying the information to be proprietary. It includes, but is not
limited to, information so identified which are trade secrets,
confidential or privileged commercial or financial information, and
Government information identified as "Source Selection Information",
"Competition Sensitive" or "For Official Use Only". It also includes
Source Selection Information, whether or not marked, as prescribed and
identified in FAR 3.104-5. In order for other information disclosed
orally or visually to be Proprietary Information protected hereunder, the
disclosing person or entity shall identify the information as proprietary
at the time of disclosure, and, within thirty (30) days after such oral
or visual disclosure, reduce the subject matter of the disclosure to
writing, properly stamped with the proprietary legend, stamp or other
positive written notice and submit it to the receiving person or entity.
(b) The Subcontractor shall not use, publish or otherwise disclose
Proprietary Information except as required for performance of work
authorized under this Agreement and then only to the extend consistent
with law and applicable Government regulation.
(c) The Subcontractor shall take reasonable steps to protect the
Proprietary Information and prevent disclosure to third parties. The
Subcontractor agrees that it will use the same reasonable efforts to
protect Proprietary Information as are used to protect its own, but, in
any event, not less than reasonable care.
(d) The Subcontractor agrees to execute company-to-company written
agreements with companies providing Proprietary Information to the
Subcontractor in the performance of this Subcontract. These agreements
shall prescribe the scope of authorized use of such Proprietary
Information as well as necessary safeguards against unauthorized use or
disclosure, and other
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terms and conditions to be agreed upon. Two (2) copies of such
company-to-company agreements shall be furnished promptly after execution
to the Government Contracting Officer.
(e) In addition to the obligations under the Organizational Conflict of
Interest clause that may be included in this Subcontract, the
Subcontractor agrees not to use Proprietary Information obtained in the
performance of this Subcontract in supplying any system, subsystem or
component thereof or service, for the U.S. Government or any other person
or entity, as a prime Contractor, Subcontractor at any tier or vendor,
except as may be authorized in writing by the Contractor or by the owner
of the Proprietary Information.
(f) The Subcontractor agrees to inform and train its employees in
appropriate recognition, handling and protection of Proprietary
Information. The Subcontractor agrees to obtain from each of its
employees, who may be reasonably expected to have access to Proprietary
Information, an agreement in writing which provides that the employee
shall use and protect Proprietary Information in accordance with this
section.
(g) The Subcontractor agrees to hold the U.S. Government and the
Contractor harmless and indemnify them as to any cost or loss resulting
from the unauthorized use or disclosure of Proprietary Information by the
Subcontractor, its employees, its lower tiered subcontractors or agents.
(h) Notwithstanding the expiration or termination of this Agreement, the
Subcontractor's obligation to protect Proprietary Information shall
continue as long as that information continues to be Proprietary
Information.
(i) The Subcontractor agrees to flow down this clause to its
subcontractors at every tier who may have access to Proprietary
Information.
I.16 PUBLICITY
Subcontractor shall not in any manner advertise, publish, or release for
publication any statement mentioning Contractor or the fact that Subcontractor
has furnished or contracted to furnish Contractor items and or services required
by this subcontract. Subcontractor shall not disclose any information relating
to this Subcontract to any person not authorized by the Contractor to receive
it. Subcontractor shall use information supplied by the Contractor or the
Government only to accomplish services or products covered by this Subcontract.
Such information shall not be used for any other purposes.
I.17 SUBCONTRACTOR'S DUTY OF NOTICE AND NON-INFRINGEMENT
(a) The Subcontractor shall not, in the course of performing work under
this Subcontract, infringe or cause the Contractor to infringe any
patent, copyright, or trademark rights of others. In the event the
Subcontractor possesses information that the Subcontractor or Contractor
may infringe any patent, copyright, trademark, or trade secret, the
Subcontractor shall, in a reasonable and timely manner, give notice of
the facts known by the Subcontractor to the Contractor.
(b) If the Subcontractor receives notice of any legal actions or claim
in which Contractor may become involved, or of any Contractor right to
invention, discovery, copyright, or trade secret covered by the terms of
this Agreement, Subcontractor shall promptly give notice of the facts
known by Subcontractor to Contractor.
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I.18 ASSIGNMENTS
(a) No right under this Subcontract is assignable by Subcontractor
except the right to payments may be assigned to a United States financial
institution, provided written notice is made to Contractor and such
assignment is acknowledged by Contractor. Acknowledgment will not be
withheld or unreasonably delayed by Contractor.
I.19 TERMINATION
(a) This Subcontract will expire or terminate automatically upon the
occurrence of any of the following conditions, whichever first occurs and
is subject to the applicable provisions of FAR clause 52.249-2
(Termination for Convenience of the Government (Fixed Price)):
(b) Completion of the term or work of this Subcontract;
(c) Official announcement of the termination of the Prime Contract;
(d) Written notice of termination by the Contractor in the Contractor's
best interests;
(e) Debarment or suspension of the Subcontractor by the Government;
(f) Upon completion of the Prime Contract, unless options to continue
are exercised by the Government and corresponding options are executed by
ISI with respect to this Subcontract.
I.20 INCORPORATION BY REFERENCE
The provisions of the Prime Contract, to the extent specifically identified in
the sections of this Subcontract, are applicable to this Subcontract and are
hereby incorporated by reference, subject to the modifications identified in
section I.1 of this Subcontract.
I.21 INDEMNIFICATION
Subcontractor agrees that it shall indemnify Contractor and hold Contractor
harmless against any claim for which Subcontractor is adjudged responsible, and
for related expenses as a result of the application of the terms and conditions
of this Subcontract.
I.22 CLAIMS AND DISPUTES
(a) Claims or Disputes Between the Parties Under the Subcontract.
Except with respect to claims or disputes under section (b) below, any
claim or dispute concerning questions of fact or law arising out of this
Subcontract, or to an alleged breach thereof by a party, which is not
disposed of by mutual agreement within thirty (30) calendar days after
one party has provided written notice of the claim or dispute to the
other, shall be settled by arbitration in, and in accordance with the
laws of, the Commonwealth of Virginia. Such arbitration shall be by and
in accordance with the Rules of the American Arbitration Association. The
parties shall share equally in the cost of the arbitrator(s) and the cost
of recording any arbitration proceeding. Judgment on the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction
thereof. Neither party shall institute any action or proceeding against
the other party in any court with respect to any claim or dispute which
is governed by this paragraph (a). The
40
decision of the arbitrator(s) shall be conclusive and final and shall be
binding on the parties unless fraudulent, arbitrary or capricious, so
grossly erroneous as to necessarily imply bad faith, or contrary to law.
(b) Claims or Disputes With the Government Under the Prime Contract.
1. All Subcontractor claims or disputes arising out of the
Government's action or failure to act under the Prime
Contract shall be governed by this paragraph (b).
2. The Contractor shall notify the Subcontractor in writing
of a Government action or failure to act and any final
decision that has an adverse impact on the Subcontractor.
Any final decision of the Contracting Officer under the
Prime Contract shall be conclusive and binding upon
Subcontractor unless appealed pursuant to this paragraph
(b).
3. In the event a final decision of the Government's
Contracting Officer has an adverse impact on the
Subcontractor, the Contractor and Subcontractor shall seek
to agree on (1) whether a claim or appeal should be filed
and the forum in which the claim or appeal should be
filed; (2) whether the Subcontractor should be sponsored
by the Contractor in filing the claim or appeal; (3)
whether there is sufficient evidence that the claim is
made in good faith, all statements in the required
certification are accurate and complete and the amount
requested accurately reflects the contract adjustment
claimed; (4) the responsibility for the prosecution of the
claim and/or appeal, the support to be provided by each
party and the responsibility for the costs and liabilities
that may be incurred; and (5) other relevant matters.
(c) Pending the final disposition of a claim or dispute pursuant to
paragraphs (a) or (b) above, the Subcontractor shall proceed diligently
with the performance of this Subcontract in accordance with the
Contractor's written direction.
(d) Any decision upon such claim or appeal pursuant to paragraph (b)
above, by a Government Board of Contract appeals, the United States Court
of Federal Claims, or other forum having jurisdiction, shall be
conclusive and final and shall be binding on the parties unless appealed
to a court having jurisdiction. A final judgment in any such appeal,
shall be conclusive and final and shall be binding on the parties.
I.23 MODIFICATIONS
No modification of any part of this Subcontract shall be binding upon the
parties hereto, or either of them, unless such is in writing and duly signed by
those authorized to sign for the respective parties.
I.24 APPLICABLE LAW
This Subcontract shall be governed by the laws of the Commonwealth of Virginia.
I.25 ORDER OF PRECEDENCE
Any inconsistency in this Subcontract shall be resolved by giving precedence in
the following order:
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(a) Articles 1 through 25 of this Subcontract.
(b) Exhibits A and B.
(c) Exhibit C.
(d) Attachments to Exhibit C.
(e) Exhibits D, E and F.
I.26 ISI PROPERTY
(a) The Subcontractor agrees that ISI shall own and have all right, title and
interest in (i) the design of the following products, (ii) the identified
software, and (iii) the related operation and maintenance manuals (hereinafter
"Unique Products"):
1. The IC Chip module and its software.
2. The OCR-B verification module and its software.
3. The RF Probe module and its software.
4. The Worm Upgrade module and its software.
5. The related operation and maintenance manuals to the modules
identified in paragraphs 1 through 4 above.
(b) The Subcontractor shall provide to ISI on request, and in any event on
termination or expiration of this Subcontract, at no cost to ISI, one complete
set of specifications, drawings, and other related records of the design of the
Unique Products, the source code of the software, and the related operation and
maintenance manuals.
(c) The Subcontractor shall not use, duplicate, disclose or sell the
aforementioned design, software or manuals or manufacture or produce, or
authorize others to manufacture or produce, the Unique Products unless ISI gives
its written consent.
I.27 SUBCONTRACTORS PRODUCTS.
Notwithstanding anything in this Subcontract to the contrary, but subject to FAR
clauses FAR 52.227-14 "Rights In Data--General (JUN 1987)" and FAR 52.227-19
"Commercial Computer Software--Restricted Rights (JUN 1987)", the Subcontractor
shall own and have all right, title and interest in (i) the design of the
products, (ii) the identified software, and (iii) the data related to the
products identified on Exhibit F hereto (collectively the "Subcontractor's
Property"). The Subcontractor's Property has not been first produced in the
performance of this Subcontract and has been developed at private expense.
SECTION J. LIST OF ATTACHMENTS AND EXHIBITS
--------------------------------
NOTE: TECHNICAL ATTACHMENTS A AND B ARE FURNISHED FOR INFORMATION PURPOSES
ONLY. THESE DOCUMENTS ARE INTENDED TO FURNISH OFFERORS WITH A GRAPHICAL
REPRESENTATION OF ISI' VISION OF THE CARDS THAT WILL BE PRODUCED USING THE
INTEGRATED CARD PRODUCTION SYSTEM. IF THERE IS A CONFLICT BEEN THE
INFORMATION PRESENTED IN SECTION C AND THE INFORMATION SHOWN ON THE
ATTACHMENTS, THE INFORMATION CONTAINED IN SECTION C SHALL TAKE PRECEDENCE.
ALL ATTACHMENTS ARE CONTAINED IN THE PRIME CONTRACT, EXHIBIT C TO THIS
SUBCONTRACT, AND ARE HEREBY INCORPORATED BY THIS REFERENCE.
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ATTACHMENTS
-----------
Attachment A - Table C-1, Planned Card Types/Technologies
Attachment B - Planned Card Types Sketches
Attachment C - Physical Layout of Planned Facilities for Integrated Card Production Systems
Attachment D - INS Information Systems Descriptions
EXHIBITS
--------
Exhibit A - Pricing Tables
Exhibit B - Statement of Work/Specification
Exhibit C - Prime Contract
Exhibit D - Representations, Certificates or Other Statements of
Subcontractor
Exhibit E - Subcontracting Plan (if applicable; see H.17)
Exhibit F - Subcontractor's Products (see I.27)
IN WITNESS WHEREOF, the parties have executed this Subcontract.
ATTEST:
for: ▇▇▇ TECHNOLOGIES for: INFORMATION SPECTRUM, INC.
/s/: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/: ▇▇▇▇ ▇▇▇▇▇
------------------------------- ---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇
------------------------------- ----------------------
Title: PRES.,I.D. SYSTEMS DIV., ▇▇▇ Title: PRESIDENT
------------------------------ ---------------------
Date: 11/15/1995 Date: 11/28/95
------------------------------- ---------------------
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