Letter Subcontract SMD-002-021 - Wireless Future
LETTER SUBCONTRACT
SMD-002-021
Re: THE COSMIC HOT INTERSTELLAR PLASMA SPECTROMETER SATELLITE (CHIPSAT)
Attn: Xxxx X. Xxxxx
Wireless Future Inc.
00000 Xx Xxxxx Xxxxx
Xxxxx, XX 00000
Voice: (000) 000-0000
Fax: (000) 000-0000
This letter subcontract is entered into this 23rd day of March, 2000 by and
between Space Missions Division of SpaceDev Corporation ("SpaceDev", or the
"Buyer") and Wireless Future, Inc. ("Wireless Future, Inc.", "Subcontractor", or
the "Seller"). The terms of this Letter subcontract are as follows:
The Buyer and the Seller desire to enter into a Firm Fixed Price type
subcontract for the Development and Delivery of the MST-21 RF STDN TRANSPONDER.
Due to customer program funding and in order to preserve the program schedule,
it is imperative that the Seller initiates efforts on this subcontract at the
earliest possible date. The parties desire to enter into this Letter Subcontract
for the purpose of commencing work while concluding negotiations on the
definitive subcontract.
SECTION 1- STATEMENT OF WORK
----------------------------
The SUBCONTRACTOR is to commence performance of the Statement of Work as
provided in Appendix B in accordance with the Appendix C schedule attached
hereto.
SECTION 2- NEGOTIATIONS
-----------------------
Wireless Future, Inc. and SpaceDev agree to promptly enter into good faith
negotiations to execute a definitive development subcontract, which will be
mutually acceptable to the parties. Seller agrees to submit cost or pricing
data, and or a Certificate of Current Cost or Pricing Data, if required by
government regulations, effective as of the date the agreement is reached on the
final price for the definitive subcontract. Additionally, Wireless Future, Inc.
agrees to submit a set of Representations and Certifications if required by our
customer, the University of California, Berkeley.
SECTION 3- OBLIGATION OF FUNDS, PAYMENT
---------------------------------------
SpaceDev's obligation, with respect to this Letter Subcontract, shall not exceed
the amount of $36,000 U.S. Dollars. In no event shall the Seller's total
incurred costs and obligations hereunder exceed this specified amount. Interim
funding may be increased at any time during the term of this Letter Subcontract
or any extension thereto at SpaceDev's prerogative.
In the event of expiration of this Letter subcontract for failure to agree upon
the terms of and to execute a definitive contract within the time specified or
any extensions thereof, SpaceDev's liability shall be limited to such costs
incurred by Wireless Future, Inc. prior to such expiration as are determined to
be allowable in accordance with Subpart 31.2 of the Federal Acquisition
Regulations. No profit or termination costs will be paid to the Wireless Future,
Inc.
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SECTION 4- PAYMENT SCHEDULE
---------------------------
Wireless Future, Inc. will invoice a first milestone ("Kick-Off") payment upon
signature of this letter contract by both parties. Wireless Future, Inc. will
invoice a final milestone after successfully completing the Subcontractor PDR.
Milestone Payments will be as follows:
1. Kick-Off: $15,000
2. Subcontractor PDR: $21,000
(All funds are in US Dollars)
Wireless Future, Inc. shall be paid Net 45 from date of receipt of invoice for
milestones (2) and upon receipt of the milestone (1). Upon issuance of the
definitive subcontract, all progress payments will revert to the agreed-upon
payment terms in the definitized subcontract, and the Seller shall be reimbursed
for the difference between this value and any prior payments. All work performed
by the subcontractor will be suspended in the event that an invoice is not
settled in a timely fashion. In this event, the contractor will be notified in
writing and if mutually agreed settlement arrangements are not reached within
one week, all tasks will then be suspended.
Acceptance of services and materials will be by SpaceDev's Xxx Xxxx. Wireless
Future, Inc.'s contact for technical and contractual matters will be Xxxx X.
Xxxxx.
SECTION 5- DEFINITIZATION
-------------------------
The schedule for definitizing this Letter Subcontract is 48 hours from receipt
by Wireless Future, Inc. The schedule for definitizing this Subcontract is 30
days from acceptance of Letter Contract. The date for definitizing this
Subcontract may only be amended by mutual written consent of both parties.
SECTION 6- TERM
---------------
This Letter subcontract shall be effective as of the date specified in the
opening paragraph above and shall remain in effect for a period of 120 days
unless extended by mutual agreement.
We look forward to working with you and expect that the professional interchange
between our companies will only enhance the CHIPSAT mission success.
Acceptance for SpaceDev /S/ Xxxx Xxxxx 23 March 2000
---------------------------
Xxxx Xxxxx
President & COO
Acceptance for Wireless Future, Inc. /S/ Xxxx X. Xxxxx 23 March 2000
---------------------------
Xxxx X. Xxxxx
President
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APPENDIX B TO LETTER SUBCONTRACT NO. SMD-002-021
STATEMENT OF WORK
WIRELESS FUTURE, INC.
The following Tasks will be performed by Wireless Future, Inc. during the first
phase of this Program:
TASK 1.0
--------
Wireless Future, Inc. shall perform within the scope of his proposal dated
January, 2000, and follow-up discussions held at SpaceDev on the 22nd of March,
2000. The following tasks identify the work that will be accomplished for the
next 30 days:
1. Parts procurement and kitting
2. Modulator design
3. SSPA design
4. PLL design
5. Commence Mechanical design
6. General project management
7. Sub-carrier demod design
8. Draft charts and support CHIPSat Confirmation Review (May 3-4, 2000)
DELIVERABLES:
-------------
1. Subcontractor Preliminary Design Review (PDR)
2. Updated Development Schedule
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APPENDIX C TO LETTER SUBCONTRACT NO. SMD-002-021
SCHEDULE
WIRELESS FUTURE, INC.
The contractor will perform the Statement of Work in accordance with the
following schedule:
TASK 1.0- DELIVERY SCHEDULE
A brief project kickoff meeting at SpaceDev's Poway, California facility shall
be held simultaneous with signature of this contract by both parties. SpaceDev
and Wireless Future, Inc. previously agreed to design changes to the January
proposal will be presented by Wireless Future, Inc. Details of the definitive
subcontract will also be discussed. This will be the official Authority to
Proceed (ATP).
Interim reports of progress shall be made via email on a weekly basis beginning
on the 30th of March, 2000. Periodic teleconferences shall also occur as
necessary per SpaceDev or Wireless Future's request.
The deliverable for Task 1.0 will occur at SpaceDev no later than four weeks
from ATP.
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APPENDIX D TO LETTER SUBCONTRACT NO. SMD-002-021
SCHEDULE
WIRELESS FUTURE, INC.
This section is to confirm mutually agreed terms for the definitized contract:
1) Contract price of $210,000 in adjunct with 30,000 stock options at a
contract price of $1.06/contract share for the baseline design of 23 March 2000
with the following inclusions:
a) Passive parts will be upgraded to MIL-STD parts
b) Ranging circuitry shall be designed in but not implemented
for CHIPSAT c) Discrete subcarrier demod will be implemented
instead of DSP d) Programmable power levels from 0.5 W to 5.0
W (intermediate levels are TBD)
2) 1/2 options vesting upon successful completion of SpaceDev Design
Verification Review (DVR) and 1/2 options vesting at spacecraft commissioning
plus 30 days. In the event that spacecraft commissioning does not occur due to a
launch/spacecraft failure (other than a MST-21 RF STDN Transponder failure), the
second 1/2 options will vest immediately upon full confirmation of that failure.
3) SpaceDev and Wireless Future share the design of the MST-21.
SpaceDev is given the design documentation and changes (as they occur) for a
period of 3 years. ONLY Wireless Future can build the MST-21s for a period of 3
years at a CAPPED cost of $210K. Any SpaceDev-requested changes to the MST-21
design can incur a cost beyond the $210K cap. Other factors may also dictate an
increase in the cap price; however, ANY increase in the cap price is with the
mutual concurrence of SpaceDev and Wireless Future.
4) Also for the period of the next 3 years following date of agreement:
Wireless Future will pay a royalty (percentage TBD) to SpaceDev upon SpaceDev
selling a MST-21 to another customer. SpaceDev has full veto authority on
Wireless Future's customers. Wireless Future will place a SpaceDev logo on all
MST-21 units.
5) Both parties will re-negotiate the terms and conditions at the end
of the three years. If terms and conditions cannot be renegotiated at the end of
the three years, SpaceDev reserves the right to have the design built in-house
or through another vendor. SpaceDev also reserves the right to have the design
built in-house or through another vendor if Wireless Future fails to meet the
terms and conditions of building the MST-21 for SpaceDev under this initial
contract.
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