Table of Contents
As filed with the Securities and Exchange Commission on
September 28, 2006
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-1
REGISTRATION
STATEMENT
Under
The Securities Act of
1933
AEROVIRONMENT, INC.
(Exact name of Registrant as
specified in its charter)
|
California (prior to
reincorporation) Delaware (after reincorporation) (State or other jurisdiction of incorporation or organization) |
3721 (Primary Standard Industrial Classification Code Number) |
95-2705790 (I.R.S. Employer Identification Number) |
181 W. Huntington
Drive, Suite 202
Monrovia, CA 91016
(626) 357-9983
(Address, including zip code,
and telephone number, including area code, of Registrant’s
principal executive offices)
Timothy E. Conver
President and Chief Executive
Officer
AeroVironment, Inc.
181 W. Huntington
Drive, Suite 202
Monrovia, CA 91016
(626) 357-9983
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
|
Craig M. Garner, Esq. Michael E. Sullivan, Esq. Latham & Watkins LLP 12636 High Bluff Drive, Suite 400 San Diego, CA 92130 (858) 523-5400 |
Andrew J. Pitts, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following
box. o
CALCULATION OF REGISTRATION FEE
|
Title of Each
Class |
Proposed
Maximum |
Amount of |
||||
| of Securities to be Registered | Aggregate Offering Price(1)(2) | Registration Fee | ||||
|
Common Stock, $0.0001 par
value
|
$115,000,000 | $12,305 | ||||
| (1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. | |
| (2) | Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Table of Contents
|
The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted. |
Subject to Completion. Dated
September 28, 2006.
Shares
AeroVironment, Inc.
Common Stock
This is an initial public offering of shares of common stock of
AeroVironment, Inc.
AeroVironment, Inc. is
offering
of the shares to be sold in the offering. The selling
stockholders identified in this prospectus are offering an
additional shares.
AeroVironment will not receive any of the proceeds from the sale
of the shares being sold by the selling stockholders.
Prior to this offering, there has been no public market for the
common stock. It is currently estimated that the initial public
offering price per share will be between
$
and
$ .
AeroVironment intends to apply to have the common stock approved
for listing on the Nasdaq Global Market under the symbol
“AVAV.”
See “Risk Factors” on page 7 to read about
factors you should consider before buying shares of the common
stock.
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
|
Per
Share
|
Total
|
|||||||
|
Initial public offering price
|
$ | $ | ||||||
|
Underwriting discount
|
$ | $ | ||||||
|
Proceeds, before expenses, to
AeroVironment, Inc.
|
$ | $ | ||||||
|
Proceeds, before expenses, to the
selling stockholders
|
$ | $ | ||||||
To the extent that the underwriters sell more
than shares
of common stock, the underwriters have the option to purchase up
to an
additional shares
from the selling stockholders at the initial public offering
price less the underwriting discount.
The underwriters expect to deliver the shares against payment in
New York, New York
on ,
2006.
| Goldman, Sachs & Co. |
| Friedman Billings Ramsey |
| Raymond James |
| Stifel Nicolaus |
Prospectus
dated ,
2006
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or
representations. This prospectus is an offer to sell only the
shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
TABLE OF
CONTENTS
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| F-1 | ||||||||
| EXHIBIT 3.1 | ||||||||
| EXHIBIT 3.3 | ||||||||
| EXHIBIT 4.2 | ||||||||
| EXHIBIT 4.3 | ||||||||
| EXHIBIT 4.4 | ||||||||
| EXHIBIT 4.5 | ||||||||
| EXHIBIT 4.6 | ||||||||
| EXHIBIT 10.2 | ||||||||
| EXHIBIT 10.3 | ||||||||
| EXHIBIT 10.4 | ||||||||
| EXHIBIT 10.5 | ||||||||
| EXHIBIT 10.6 | ||||||||
| EXHIBIT 10.7 | ||||||||
| EXHIBIT 10.11 | ||||||||
| EXHIBIT 10.12 | ||||||||
| EXHIBIT 10.13 | ||||||||
| EXHIBIT 10.14 | ||||||||
| EXHIBIT 10.15 | ||||||||
| EXHIBIT 10.16 | ||||||||
| EXHIBIT 10.17 | ||||||||
| EXHIBIT 10.18 | ||||||||
| EXHIBIT 10.19 | ||||||||
| EXHIBIT 10.20 | ||||||||
| EXHIBIT 10.21 | ||||||||
| EXHIBIT 10.22 | ||||||||
| EXHIBIT 10.23 | ||||||||
| EXHIBIT 21.1 | ||||||||
| EXHIBIT 23.1 | ||||||||
Through and
including ,
2006 (the 25th day after the date of this prospectus), all
dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a
prospectus. This is in addition to a dealer’s obligation to
deliver a prospectus when acting as an underwriter and with
respect to an unsold allotment or subscription.
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Table of Contents
PROSPECTUS
SUMMARY
This summary highlights information contained elsewhere in
this prospectus and does not contain all of the information that
you should consider in making your investment decision. Before
investing in our common stock, you should carefully read this
entire prospectus, including our financial statements and the
related notes included in this prospectus and the information
set forth under the headings “Risk Factors” and
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” In this prospectus,
all references to “AeroVironment,” “we,”
“us” and “our” refer to AeroVironment, Inc.
and its subsidiaries, unless the context otherwise requires or
where indicated.
AEROVIRONMENT,
INC.
Overview
We design, develop, produce and support a
technologically-advanced portfolio of small unmanned aircraft
systems that we supply primarily to organizations within the
U.S. Department of Defense, and fast charge systems for
electric industrial vehicle batteries that we supply to
commercial customers. We derive the majority of our revenue from
these two business areas, and we believe that both the small
unmanned aircraft systems, or UAS, and fast charge markets are
in the early stages of development and have significant growth
potential. Additionally, we believe that some of the innovative
potential products in our research and development pipeline will
emerge as new growth platforms in the future, creating market
opportunities. The success we have achieved with our current
products stems from our ability to invent and deliver advanced
solutions, utilizing our proprietary technologies, that help our
government and commercial customers operate more effectively and
efficiently. Our core technological capabilities, developed
through 35 years of innovation, include lightweight
aerostructures and electric propulsion systems, efficient
electric energy systems and storage, high-density energy
packaging, miniaturization, controls integration and systems
engineering optimization. We helped to pioneer and are now a
leader in the markets for small UAS and fast charge systems, and
we have experienced a compound annual revenue growth rate of 71%
for the three-year period ended April 30, 2006.
Our small UAS are well positioned to support the
transformational strategy of the U.S. Department of
Defense, or DoD, the purpose of which is to convert the military
into a smaller, more agile force that operates through a network
of observation, communication and precision targeting
technologies, and its efforts to prosecute the Global War on
Terror, which have increased the need for real-time, visual
information in new operational environments. Our small UAS,
including Raven, Dragon Eye, Swift, Wasp
and Puma, are designed to provide valuable
intelligence, surveillance and reconnaissance, or ISR, directly
to the small tactical unit, or individual “warfighter”
level, thereby increasing flexibility in mission planning and
execution. Our small unmanned aircraft wirelessly transmit
critical live video and other information generated by their
payload of electro-optical or infrared sensors, enabling the
operator to view and capture images, during the day or at night,
on a hand-held ground control unit. We also provide training by
our highly-skilled instructors, who typically have extensive
military experience, and continuous refurbishment and repair
services for our products.
We designed all of our small UAS to be man-portable, launchable
by one person and operated through a hand-held control unit. Our
small UAS are electrically powered, configured to carry
electro-optical or infrared sensors, provide real-time
situational awareness and intelligence, fly quietly at speeds
reaching 50 miles per hour and travel up to 20 miles
from their launch location on a modular, replaceable battery
pack. These characteristics make them well suited for
reconnaissance, surveillance, target acquisition and battle
damage assessment operations. We believe that our small UAS
capabilities, combined with our high level of service,
logistical support and training, have enabled us to win both
competitively bid U.S. military small UAS programs of
record as of July 29, 2006.
Our PosiCharge products and services are designed to improve
productivity and safety for operators of electric industrial
vehicles, such as forklifts and airport ground support
equipment, by
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improving battery and fleet management. In multi-shift fleet
operations, traditional charging systems require users to
exchange vehicle batteries throughout the day because these
batteries discharge their energy through vehicle usage and there
is insufficient vehicle downtime to recharge them during a
shift. Changing these batteries, which can weigh as much as
3,500 pounds, requires labor time and dedicated battery
changing rooms that consume valuable floor space. PosiCharge
utilizes our proprietary technology in energy and battery
management to recharge electric industrial vehicle batteries
rapidly during regularly scheduled breaks or other times the
vehicle is not in service, eliminating the costly and
time-consuming process of removing and replacing the battery.
PosiCharge is able to recharge a typical electric industrial
vehicle battery and return it to service up to 16 times faster
than conventional charging methods, while at the same time
managing current, voltage and temperature, which can improve
battery performance. To date, PosiCharge fast charge systems
have been purchased and installed by a diverse group of
customers that includes Ford Motor Company, SYSCO Corporation,
Southwest Airlines and IKEA. As of July 29, 2006, our
PosiCharge fast charge systems serviced over 5,000 electric
industrial vehicles. We estimate that approximately
1.0 million electric industrial vehicles currently operate
in North America, including over 100,000 new vehicles that
we estimate were shipped in 2005.
Research and development activities are integral to our
business, and we follow a disciplined approach to investing our
resources to create new technologies and solutions. These
activities are funded both externally by customers and
internally. A fundamental part of this approach is a
well-defined screening process that helps business managers
identify commercial opportunities that support current or
desired technological capabilities. Our UAS research and
development activities focus specifically on creating
capabilities that support our existing small UAS product
portfolio as well as new UAS platforms. Our Energy Technology
Center also engages in research and development in support of
our existing product lines as well as to develop solutions for
other markets such as renewable energy.
For the fiscal year ended April 30, 2006, we generated
revenue of $139.4 million, income from operations of
$16.3 million and net income of $11.4 million. For the
three months ended July 29, 2006, we generated revenue of
$31.6 million, income from operations of $2.0 million
and net income of $1.4 million. As of July 29, 2006,
we had funded backlog of $79.8 million and estimated
unfunded backlog of $457.3 million.
Our
Strategy
We intend to grow our business by maintaining leadership in the
growing markets for small UAS and fast charge systems and by
creating new products that enable us to enter and lead new
markets. Key components of this strategy include the following:
| • | Expand our current solutions to existing and new customers. Our small UAS and PosiCharge products and services are leaders in their respective North American markets. We intend to increase the penetration of our small UAS products within the U.S. military, the militaries of allied nations and non-military U.S. customers. We believe that the increased use of our small UAS in the U.S. military will be a catalyst for increased demand by allied countries, and that our efforts to pursue new applications will help to create non-military opportunities. We similarly intend to increase the penetration of PosiCharge to existing and new customers in North America and globally. Early adopters of PosiCharge are now deploying it in additional facilities throughout their enterprises while its adoption is increasing among new customers and new industry segments, such as food and logistics. | |
| • | Deliver innovative solutions. Innovation is the primary driver of our growth. We plan to continue research and development efforts to enable us to satisfy our customers through better, more capable products and services, both in response to and in anticipation of their needs. We believe that by continuing to invest in research and development, we will continue |
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| to deliver innovative, new products that address market needs within and outside of our current target markets, enabling us to create new opportunities for growth. |
| • | Foster our entrepreneurial culture and continue to attract, develop and retain highly-skilled personnel. We have created a corporate culture that encourages innovation and an entrepreneurial spirit, which helps to attract highly-skilled professionals. We intend to nurture this culture to encourage the development of the innovative, highly technical solutions that give us our competitive advantage. A core component of our culture is the demonstration of trust and integrity in all of our interactions, contributing to a positive work environment and engendering trust among our customers. | |
| • | Preserve our agility and flexibility. We are able to respond rapidly to evolving markets and deliver new products and system capabilities quickly, efficiently and affordably. We believe that this ability helps us to strengthen our relationships with customers. We intend to maintain our agility and flexibility, which we believe to be important sources of differentiation when we compete against larger and better-funded competitors. |
Our
History
Our company was founded by Dr. Paul B. MacCready, the
Chairman of our board of directors and an internationally
renowned innovator who was instrumental in creating our culture.
For over 35 years, this culture has enabled us to attract
and retain highly-motivated, talented employees and has
established our reputation as an innovator. This reputation for
innovation has been acknowledged through a variety of awards and
special citations, including Oak Ridge National
Laboratory’s Small Business Innovator award in 2002, a
“Cool Companies” award from Fortune Magazine in 2004,
the World Technology Award for Energy in 2004, a Sustained
Excellence by a Performer award in 2005 from the Defense
Advanced Research Projects Agency, or DARPA, and Automotive
News’s PACE award in 2006.
Corporate
Information
We were incorporated in California in July 1971 and, in
connection with this offering, plan to reincorporate in Delaware
prior to the effective date of the registration statement of
which this prospectus is a part. Our principal executive offices
are located at 181 W. Huntington Drive,
Suite 202, Monrovia, California 91016, and our telephone
number is
(626) 357-9983.
Our website address is http://www.avinc.com. The information on,
or accessible through, our website is not part of this
prospectus and should not be relied upon in determining whether
to make an investment in our common stock.
AeroVironment®
and
PosiCharge®
are registered trademarks of AeroVironment, Inc. This prospectus
also includes other registered and unregistered trademarks of
AeroVironment, Inc. and other persons.
You should carefully consider the information contained in
the “Risk Factors” section of this prospectus
beginning on page 7 before you decide to purchase our
common stock.
3
Table of Contents
THE
OFFERING
| Common stock offered by AeroVironment | shares | |
| Common stock offered by the selling stockholders | shares | |
| Common stock to be outstanding after this offering | shares | |
| Use of proceeds | We intend to use the net proceeds from this offering for working capital and other general corporate purposes, including to finance research and development of new products, sales and marketing activities, opportunistic acquisitions and other capital expenditures. We will not receive any proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds” for more information. | |
| Dividend policy | We currently intend to retain all future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. | |
| Proposed Nasdaq Global Market symbol | AVAV |
The number of shares of common stock to be outstanding after
this offering is based on shares outstanding as of July 29,
2006, assumes the exercise of options to purchase an aggregate
of shares
of common stock to be sold by selling stockholders in this
offering and excludes the following:
| • | shares of common stock issuable upon the exercise of the remaining options outstanding as of July 29, 2006 at a weighted average exercise price of $ per share; and | |
| • | shares of our common stock reserved for future issuance under our 2006 equity incentive plan, which will become effective on the day prior to the day on which we become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, which we refer to herein as the Exchange Act. |
Except as otherwise indicated, all information in this
prospectus assumes the following:
| • | our reincorporation in Delaware prior to the effective date of the registration statement of which this prospectus is a part; | |
| • | the exercise of options to purchase an aggregate of shares of common stock at a weighted average exercise price of $ per share to be sold by selling stockholders in this offering; | |
| • | no exercise by the underwriters of their option to purchase up to an additional shares of common stock to cover over-allotments; | |
| • | except as provided above, no exercise of outstanding options after July 29, 2006; | |
| • | the filing of our amended and restated certificate of incorporation and amended and restated bylaws upon completion of this offering; and | |
| • | a -for-one stock split of our common stock to be effected before the completion of this offering. |
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SUMMARY
CONSOLIDATED FINANCIAL DATA
The following table provides a summary of our consolidated
financial data for the periods indicated. The summary historical
consolidated financial data for each of the fiscal years ended
April 30, 2004, 2005 and 2006 have been derived from our
audited consolidated financial statements. The summary
historical consolidated financial data for the three months
ended July 30, 2005 and July 29, 2006 have been
derived from our unaudited consolidated financial statements.
You should read this information together with our consolidated
financial statements and related notes, “Selected
Consolidated Financial Data” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” included elsewhere in this prospectus.
| Three Months Ended | ||||||||||||||||||||
| Fiscal Year Ended April 30, |
July 30, |
July 29, |
||||||||||||||||||
|
2004
|
2005
|
2006
|
2005
|
2006
|
||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| (In thousands, except share and per share data) | ||||||||||||||||||||
|
Consolidated Income Statement
Data:
|
||||||||||||||||||||
|
Revenue
|
$ | 47,680 | $ | 105,155 | $ | 139,357 | $ | 30,752 | $ | 31,557 | ||||||||||
|
Cost of sales
|
33,122 | 58,549 | 82,598 | 19,516 | 19,571 | |||||||||||||||
|
Gross margin
|
14,558 | 46,606 | 56,759 | 11,236 | 11,986 | |||||||||||||||
|
Research and development
|
1,715 | 9,799 | 16,098 | 3,509 | 3,841 | |||||||||||||||
|
Selling, general and administrative
|
9,743 | 16,550 | 24,336 | 5,628 | 6,132 | |||||||||||||||
|
Income from operations
|
3,100 | 20,257 | 16,325 | 2,099 | 2,013 | |||||||||||||||
|
Other income (expense), net
|
(70 | ) | (44 | ) | (35 | ) | (187 | ) | 206 | |||||||||||
|
Income before income taxes
|
3,030 | 20,213 | 16,290 | 1,912 | 2,219 | |||||||||||||||
|
Income tax expense
|
859 | 5,531 | 4,881 | 574 | 854 | |||||||||||||||
|
Net income
|
$ | 2,171 | $ | 14,682 | $ | 11,409 | $ | 1,338 | $ | 1,365 | ||||||||||
|
Earnings per common
share:
|
||||||||||||||||||||
|
Basic
|
$ | 1.32 | $ | 8.15 | $ | 6.17 | $ | 0.73 | $ | 0.71 | ||||||||||
|
Diluted
|
$ | 1.26 | $ | 7.46 | $ | 5.40 | $ | 0.65 | $ | 0.63 | ||||||||||
|
Weighted average common shares
outstanding:
|
||||||||||||||||||||
|
Basic
|
1,639,543 | 1,800,930 | 1,848,822 | 1,838,339 | 1,919,361 | |||||||||||||||
|
Diluted
|
1,718,460 | 1,967,550 | 2,113,395 | 2,050,620 | 2,154,890 | |||||||||||||||
|
Pro forma earnings per common
share(1):
|
||||||||||||||||||||
|
Basic
|
$ | $ | $ | $ | $ | |||||||||||||||
|
Diluted
|
$ | $ | $ | $ | $ | |||||||||||||||
|
Pro forma weighted average
common shares
outstanding(1):
|
||||||||||||||||||||
|
Basic
|
||||||||||||||||||||
|
Diluted
|
||||||||||||||||||||
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| As of July 29, 2006 | ||||||||
|
Actual
|
As
Adjusted(2)
|
|||||||
| Consolidated Balance Sheet Data: | (Unaudited, in thousands) | |||||||
|
Cash and cash equivalents
|
$ | 13,478 | $ | |||||
|
Restricted
cash(3)
|
1,555 | |||||||
|
Working capital
|
30,243 | |||||||
|
Total assets
|
55,776 | |||||||
|
Total liabilities
|
19,850 | |||||||
|
Total stockholders’ equity
|
35,926 | |||||||
| (1) | Pro forma earnings per common share and pro forma weighted average common shares outstanding give effect to (a) our sale of shares of our common stock in connection with this offering and (b) a -for-one split of our common stock to be effected prior to the completion of this offering, as if such transactions were completed on May 1, 2005. | |
| (2) | The as adjusted consolidated balance sheet data reflect the issuance of shares of common stock upon the exercise of options at a weighted average exercise price of $ per share to be sold by selling stockholders in this offering and our receipt of estimated net proceeds from our sale of shares of common stock that we are offering at an assumed public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting estimated discounts and commissions and estimated offering expenses payable by us. | |
| (3) | Restricted cash represents deposits with a bank to secure standby letters of credit established for the benefit of our customers. As of July 29, 2006, there were no claims against these letters of credit. |
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RISK
FACTORS
Investing in our common stock involves a high degree of risk.
You should carefully consider the following risk factors, as
well as the other information in this prospectus, before
deciding whether to invest in our common stock. If any of the
following risks actually materializes, then our business,
financial condition and results of operations would suffer. The
trading price of our common stock could decline as a result of
any of these risks, and you might lose all or part of your
investment in our common stock. You should read the section
entitled “Special Note Regarding Forward-Looking
Statements” immediately following these risk factors for a
discussion of what types of statements are forward-looking
statements, as well as the significance of such statements in
the context of this prospectus.
Risks Related to
Our Business
We rely
heavily on sales to the U.S. government, particularly to
agencies of the Department of Defense.
Historically, a significant portion of our total sales and
substantially all of our small UAS sales have been to the
U.S. government and its agencies. Sales to the
U.S. government, either as a prime contractor or
subcontractor, represented approximately 82% of our revenue for
the fiscal year ended April 30, 2006. The
U.S. Department of Defense, or DoD, our principal
U.S. government customer, accounted for approximately 77%
of our revenue for the fiscal year ended April 30, 2006. We
believe that the success and growth of our business for the
foreseeable future will continue to depend on our ability to win
government contracts, in particular from the DoD. Many of our
government customers are subject to budgetary constraints and
our continued performance under these contracts, or award of
additional contracts from these agencies, could be jeopardized
by spending reductions or budget cutbacks at these agencies. The
funding of U.S. government programs is uncertain and
dependent on continued congressional appropriations and
administrative allotment of funds based on an annual budgeting
process. We cannot assure you that current levels of
congressional funding for our products and services will
continue. A significant decline in government expenditures
generally, or with respect to programs for which we provide
products, could adversely affect our business and prospects. Our
operating results may also be negatively impacted by other
developments that affect these government programs generally,
including the following:
| • | changes in government programs that are related to our products and services; | |
| • | adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations; | |
| • | changes in political or public support for security and defense programs; | |
| • | delays or changes in the government appropriations process; | |
| • | uncertainties associated with the war on terror and other geo-political matters; and | |
| • | delays in the payment of our invoices by government payment offices. |
These developments and other factors could cause governmental
agencies to reduce their purchases under existing contracts, to
exercise their rights to terminate contracts at-will or to
abstain from renewing contracts, any of which would cause our
revenue to decline and could otherwise harm our business,
financial condition and results of operations.
Military
transformation and operational levels may affect future
procurement priorities and existing programs, which could limit
demand for our unmanned aircraft systems.
Following the end of the Cold War, the U.S. military began
a transformation of its operational concepts, organizational
structure and technologies in an effort to improve warfighting
capabilities. The resulting shift in procurement priorities
toward achieving these capabilities, together with the
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current high level of operational activity in Afghanistan and
Iraq, have led to an increase in demand for our small UAS. We
cannot predict whether current or future changes in priorities
due to defense transformation or continuation of the current
nature and magnitude of operations in Afghanistan and Iraq will
afford new opportunities for our small UAS business in terms of
existing, additional or replacement programs. Furthermore, we
cannot predict whether or to what extent this defense
transformation or current operational levels will continue. If
defense transformation or operations in Afghanistan and Iraq
cease or slow down, then our business, financial condition and
results of operations could be harmed.
We operate in
evolving markets, which makes it difficult to evaluate our
business and future prospects.
Unmanned aircraft systems, fast charge systems and other energy
technologies that we offer are sold in new and rapidly evolving
markets. Accordingly, our business and future prospects are
difficult to evaluate. We cannot accurately predict the extent
to which demand for our products will increase, if at all. Prior
to investing, you should consider the challenges, risks and
uncertainties frequently encountered by companies in rapidly
evolving markets. These challenges include our ability to do the
following:
| • | generate sufficient revenue to maintain profitability; | |
| • | acquire and maintain market share; | |
| • | manage growth in our operations; | |
| • | develop and renew contracts; | |
| • | attract and retain additional engineers and other highly-qualified personnel; | |
| • | successfully develop and commercially market new products; | |
| • | adapt to new or changing policies and spending priorities of governments and government agencies; and | |
| • | access additional capital when required and on reasonable terms. |
If we fail to address these and other challenges, risks and
uncertainties successfully, our business, results of operations
and financial condition would be materially harmed.
We face
competition from other firms, many of which have substantially
greater resources.
The defense industry is highly competitive and generally
characterized by intense competition to win contracts. We
compete with many other firms, ranging from smaller specialized
and medium-sized firms such as AAI Corporation, a subsidiary of
United Industrial Corporation, Advanced Ceramics Research, Inc.,
Applied Research Associates, Inc. and Elbit Systems Ltd., to
large diversified firms such as L-3 Communications Holdings
Inc., Lockheed Martin Corporation and Northrop Grumman
Corporation, many of which have substantially greater financial,
management, research and marketing resources than we have. The
primary direct competitors to our PosiCharge business are other
fast charge suppliers, including Aker Wade Power Technologies
LLC, Minit-Charger, a subsidiary of Edison International, and
PowerDesigners, LLC, as well as industrial battery manufacturers
who distribute fast charge systems from these suppliers. Our
competitors may be able to provide customers with different or
greater capabilities or benefits than we can provide in areas
such as technical qualifications, past contract performance,
geographic presence, price and the availability of key
professional personnel, including those with security
clearances. Furthermore, many of our competitors may be able to
utilize their substantially greater resources and economies of
scale to develop competing products and technologies, divert
sales away from us by winning broader contracts or hire away our
employees by offering more lucrative compensation packages. In
the event that the market for unmanned aircraft systems, or UAS,
expands, we expect that competition will intensify as additional
competitors enter
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the market and current competitors expand their product lines.
In order to secure contracts successfully when competing with
larger, well-financed companies, we may be forced to agree to
contractual terms that provide for lower aggregate payments to
us over the life of the contract, which could adversely affect
our margins. In addition, larger diversified competitors serving
as prime contractors may be able to supply underlying products
and services from affiliated entities, which would prevent us
from competing for subcontracting opportunities on these
contracts. Our failure to compete effectively with respect to
any of these or other factors could have a material adverse
effect on our business, prospects, financial condition or
operating results.
If the
unmanned aircraft systems and fast charge systems markets do not
experience significant growth, if we cannot expand our customer
base or if our products do not achieve broad acceptance, then we
will not be able to achieve our anticipated level of
growth.
For the fiscal year ended April 30, 2006, unmanned aircraft
systems and fast charge systems accounted for 80% and 14% of our
total revenue, respectively. We cannot accurately predict the
future growth rates or sizes of these markets. Demand for these
types of systems may not increase, or may decrease, either
generally or in specific markets, for particular types of
products or during particular time periods. Moreover, there are
only a limited number of major programs under which the
U.S. military, our primary customer, is currently funding
the development or purchase of unmanned aircraft systems.
Although we are seeking to expand our customer base to include
foreign governments, domestic non-military agencies and
commercial customers, we cannot assure you that our efforts will
be successful. The expansion of the unmanned aircraft systems
and fast charge systems markets in general, and the market for
our products in particular, depends on a number of factors,
including the following:
| • | customer satisfaction with these types of systems as solutions; | |
| • | the cost, performance and reliability of our products and products offered by our competitors; | |
| • | customer perceptions regarding the effectiveness and value of these types of systems; | |
| • | limitations on our ability to market our small UAS products outside the United States due to U.S. government regulations; | |
| • | obtaining timely regulatory approvals, including, with respect to our small UAS business, access to airspace and wireless spectrum; and | |
| • | marketing efforts and publicity regarding these types of systems. |
Even if unmanned aircraft systems and fast charge systems gain
wide market acceptance, our products may not adequately address
market requirements and may not continue to gain market
acceptance. If these types of systems generally, or our products
specifically, do not gain wide market acceptance, then we may
not be able to achieve our anticipated level of growth and our
revenue and results of operations would suffer.
If critical
components of our products that we currently purchase from a
small number of suppliers or raw materials used to manufacture
our products become scarce or unavailable, then we may incur
delays in manufacturing and delivery of our products, which
could damage our business.
We obtain hardware components and various subsystems from a
limited group of suppliers. We do not have long-term agreements
with any of these suppliers that obligate them to continue to
sell components or products to us. For example, we currently
obtain all the global positioning systems used in our unmanned
aircraft systems from one of only a small number of
manufacturers of such systems, and obtain all the transmitters
and receivers used in our unmanned aircraft systems from one of
our competitors. Our reliance on these suppliers involves
significant risks and uncertainties,
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including whether our suppliers will provide an adequate supply
of required components of sufficient quality, will increase
prices for the components and will perform their obligations on
a timely basis.
In addition, certain raw materials and components used in the
manufacture of our products are periodically subject to supply
shortages, and our business is subject to the risk of price
increases and periodic delays in delivery. For example, the
airframes for our small UAS are made from certain nylon
composites, which experienced restrictions in available supply
in 2005 due to increased worldwide demand. Similarly, the market
for electronic components is subject to cyclical reductions in
supply. If we are unable to obtain components from third-party
suppliers in the quantities and of the quality that we require,
on a timely basis and at acceptable prices, then we may not be
able to deliver our products on a timely or cost-effective basis
to our customers, which could cause customers to terminate their
contracts with us, increase our costs and seriously harm our
business, results of operations and financial condition.
Moreover, if any of our suppliers become financially unstable,
then we may have to find new suppliers. It may take several
months to locate alternative suppliers, if required, or to
redesign our products to accommodate components from different
suppliers. We may experience significant delays in manufacturing
and shipping our products to customers and incur additional
development, manufacturing and other costs to establish
alternative sources of supply if we lose any of these sources or
are required to redesign our products. We cannot predict if we
will be able to obtain replacement components within the time
frames that we require at an affordable cost, if at all.
Any efforts to
expand our product offerings beyond our current markets may not
succeed, which could negatively impact our operating
results.
We have focused on selling our small unmanned aircraft systems
to the U.S. military and our fast charge systems to large
industrial electric vehicle fleet operators primarily in North
America. We plan, however, to seek to expand our unmanned
aircraft systems sales into other government and commercial
markets and our fast charge systems sales into international
markets. Efforts to expand our product offerings beyond the
markets that we currently serve may divert management resources
from existing operations and require us to commit significant
financial resources to unproven businesses that may not generate
additional sales, either of which could significantly impair our
operating results.
Our failure to
obtain necessary regulatory approvals from the Federal Aviation
Administration may prevent us from expanding the sales of our
small UAS to non-military customers in the United States and
require us to incur additional costs in the testing of our
products.
Regulations of the Federal Aviation Administration, or FAA,
currently require that small UAS comply with the rules for
radio-controlled hobby aircraft. These rules require small UAS
to maintain flight altitude within 400 feet above the ground,
and operators to maintain line of sight with the aircraft at all
times it is in flight. These regulations prevent or inhibit the
use of our small UAS in certain civil and commercial
applications. The FAA is in the process of drafting updated
regulations specifically for small UAS operations, but we cannot
assure you that these regulations will allow the use of our
small UAS by potential civilian and commercial customers. If the
FAA does not modify its regulations to enable the civilian and
commercial use of small UAS, we may not be able to expand our
sales of UAS beyond our military customers, which could harm our
business prospects.
Recently, the Defense Contract Management Agency, or DCMA,
informed us that, under the terms of our DoD contracts, the
government parties with whom we are contracting are required to
obtain a certificate of authorization for flight tests of our
small UAS outside of military installations. If our DoD
customers are unable to obtain such a certificate, we may not be
able to perform our flight tests without incurring the
additional costs of transporting our small UAS products to
military installations, which could impair our operating results.
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The markets in
which we compete are characterized by rapid technological
change, which requires us to develop new products and product
enhancements, and could render our existing products
obsolete.
Continuing technological changes in the market for our products
could make our products less competitive or obsolete, either
generally or for particular applications. Our future success
will depend upon our ability to develop and introduce a variety
of new capabilities and enhancements to our existing product
offerings, as well as introduce a variety of new product
offerings, to address the changing needs of the markets in which
we offer our products. Delays in introducing new products and
enhancements, the failure to choose correctly among technical
alternatives or the failure to offer innovative products or
enhancements at competitive prices may cause existing and
potential customers to purchase our competitors’ products.
If we are unable to devote adequate resources to develop new
products or cannot otherwise successfully develop new products
or enhancements that meet customer requirements on a timely
basis, our products could lose market share, our revenue and
profits could decline, and we could experience operating losses.
We expect to
incur substantial research and development costs and devote
significant resources to identifying and commercializing new
products, which could significantly reduce our profitability and
may never result in revenue to us.
Our future growth depends on penetrating new markets, adapting
existing products to new applications, and introducing new
products that achieve market acceptance. We plan to incur
substantial research and development costs as part of our
efforts to design, develop and commercialize new products and
enhance existing products. We spent $16.1 million, or 12%
of our revenue, in fiscal year 2006 on research and development
activities and expect to continue to spend significant funds on
research and development in the future. We expect to utilize a
portion of the proceeds of this offering and cash flow from
operations to fund our research and development, although we may
also utilize borrowings or other external funding in the future.
Because we account for research and development as an operating
expense, these expenditures will adversely affect our earnings
in the future. Further, our research and development program may
not produce successful results, and our new products may not
achieve market acceptance, create additional revenue or become
profitable, which could materially harm our business, prospects,
financial results and liquidity.
If we are
unable to manage our growth, our business could be adversely
affected.
Our headcount and operations have grown rapidly. This rapid
growth has placed, and will continue to place, a significant
strain on our management and our administrative, operational and
financial infrastructure. From January 2004 through July 2006,
we nearly doubled the number of our employees. We anticipate
further growth of headcount and facilities will be required to
address increases in our product offerings and the geographic
scope of our customer base. Our success will depend in part upon
the ability of our senior management to manage this growth
effectively. To do so, we must continue to hire, train, manage
and integrate a significant number of qualified managers and
engineers. If our new employees perform poorly, or if we are
unsuccessful in hiring, training, managing and integrating these
new employees, or retaining these or our existing employees,
then our business may suffer.
For us to continue our growth, we must continue to improve our
operational, financial and management information systems. If we
are unable to manage our growth while maintaining our quality of
service, or if new systems that we implement to assist in
managing our growth do not produce the expected benefits, then
our business, prospects, financial condition or operating
results could be adversely affected.
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Our earnings
and profit margins may decrease based on the mix of our
contracts and programs and other factors related to our
contracts.
In general, we perform our production work under fixed-price
contracts and our repair and development work under
cost-plus-fee contracts. We typically experience lower profit
margins under cost-plus-fee contracts than under fixed-price
contracts, though fixed-price contracts have higher risks. In
general, if the volume of services we perform under
cost-plus-fee contracts increases relative to the volume of
services we perform under fixed-price contracts, we expect that
our operating margin will suffer. In addition, our earnings and
margins may decrease depending on the costs we incur in contract
performance, our achievement of other contract performance
objectives and the stage of our performance at which our right
to receive fees, particularly under incentive and award fee
contracts, is finally determined.
Our senior
management and key employees are important to our customer
relationships and overall business.
We believe that our success depends in part on the continued
contributions of our senior management and key employees. We
rely on our executive officers, senior management and key
employees to generate business and execute programs
successfully. In addition, the relationships and reputation that
members of our management team and key employees have
established and maintain with government defense personnel
contribute to our ability to maintain good customer relations
and to identify new business opportunities. We do not have
employment agreements with any of our executive officers or key
employees, and these individuals could terminate their
employment with us at any time. The loss of any of our executive
officers, members of our senior management team or key employees
could significantly delay or prevent the achievement of our
business objectives and could materially harm our business and
customer relationships and impair our ability to identify and
secure new contracts and otherwise manage our business.
We must
recruit and retain highly-skilled employees to succeed in our
competitive business.
We depend on our ability to recruit and retain employees who
have advanced engineering and technical services skills and who
work well with our customers. These employees are in great
demand and are likely to remain a limited resource in the
foreseeable future. If we are unable to recruit and retain a
sufficient number of these employees, then our ability to
maintain our competitiveness and grow our business could be
negatively affected. In addition, because of the highly
technical nature of our products, the loss of any significant
number of our existing engineering personnel could have a
material adverse effect on our business and operating results.
Moreover, some of our U.S. government contracts contain
provisions requiring us to staff a program with certain
personnel the customer considers key to our successful
performance under the contract. In the event we are unable to
provide these key personnel or acceptable substitutes, the
customer may terminate the contract.
Our business
may be dependent upon our employees obtaining and maintaining
required security clearances.
Certain of our U.S. government contracts require our
employees to maintain various levels of security clearances, and
we are required to maintain certain facility security clearances
complying with DoD requirements. The DoD has strict security
clearance requirements for personnel who work on classified
programs. Obtaining and maintaining security clearances for
employees involves a lengthy process, and it is difficult to
identify, recruit and retain employees who already hold security
clearances. If our employees are unable to obtain security
clearances in a timely manner, or at all, or if our employees
who hold security clearances are unable to maintain the
clearances or terminate employment with us, then a customer
requiring classified work could terminate the contract or decide
not to renew it upon its expiration. In addition, we expect that
many of the contracts on which we will bid will require us to
demonstrate our ability to obtain facility security clearances
and employ personnel with specified types of security
clearances. To the extent we are not able to obtain facility
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security clearances or engage employees with the required
security clearances for a particular contract, we may not be
able to bid on or win new contracts, or effectively rebid on
expiring contracts.
Cost overruns
on our contracts could subject us to losses, decrease our
operating margins and adversely affect our future
business.
Under fixed-price contracts, we perform services under a
contract at a stipulated price. Fixed-price contracts
represented approximately 69% of our revenue for the fiscal year
ended April 30, 2006. If we fail to anticipate technical
problems, estimate costs accurately or control costs during our
performance of fixed-price contracts, then we may incur losses
on these contracts because we absorb any costs in excess of the
fixed price. Under cost-plus-fee contracts, which are subject to
a contract ceiling amount, we are reimbursed for allowable costs
and paid a fee, which may be fixed or performance based.
However, if costs exceed the contract ceiling or are not
allowable under the provisions of the contract or applicable
regulations, then we may not be able to obtain reimbursement for
all such costs. Under time and materials contracts, we are paid
for labor at negotiated hourly billing rates and for certain
expenses. Under each type of contract, if we are unable to
control the costs we incur in performing under the contract,
then our financial condition and results of operations could be
materially adversely affected. Cost overruns also may adversely
affect our ability to sustain existing programs and obtain
future contract awards.
Our products
are complex and could have unknown defects or errors, which may
give rise to claims against us, diminish our brand or divert our
resources from other purposes.
Our unmanned aircraft systems rely on complex avionics, sensors,
user-friendly interfaces and tightly-integrated,
electromechanical designs to accomplish their missions, and our
fast charge systems and energy systems often rely upon the
application of intellectual property for which there may have
been little or no prior commercial application. Despite testing,
our products have contained defects and errors and may in the
future contain defects, errors or performance problems when
first introduced, when new versions or enhancements are
released, or even after these products have been used by our
customers for a period of time. These problems could result in
expensive and time-consuming design modifications or warranty
charges, delays in the introduction of new products or
enhancements, significant increases in our service and
maintenance costs, exposure to liability for damages, damaged
customer relationships and harm to our reputation, any of which
could materially harm our results of operations and ability to
achieve market acceptance. In addition, increased development
and warranty costs could be substantial and could reduce our
operating margins.
The existence of any defects, errors, or failures in our
products or the misuse of our products could also lead to
product liability claims or lawsuits against us. A defect, error
or failure in one of our unmanned aircraft systems could result
in injury, death or property damage and significantly damage our
reputation and support for unmanned aircraft systems in general.
While our fast charge systems include certain safety mechanisms,
these systems can deliver up to 600 amps of current in their
application, and the failure, malfunction or misuse of these
systems could result in injury or death. Although we maintain
insurance policies, we cannot assure you that this insurance
will be adequate to protect us from all material judgments and
expenses related to potential future claims or that these levels
of insurance will be available in the future at economical
prices or at all. A successful product liability claim could
result in substantial cost to us. Even if we are fully insured
as it relates to a claim, the claim could nevertheless diminish
our brand and divert management’s attention and resources,
which could have a negative impact on our business, financial
condition and results of operations.
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Our quarterly
operating results may vary widely.
Our quarterly revenue, cash flow and operating results have and
may continue to fluctuate significantly in the future due to a
number of factors, including the following:
| • | fluctuations in revenue derived from government contracts, including cost-plus-fee contracts and contracts with a performance-based fee structure; | |
| • | the size and timing of orders from military and other governmental agencies, including increased purchase requests from government customers for equipment and materials in connection with the U.S. government’s fiscal year end, which may affect our second quarter operating results; | |
| • | the mix of products that we sell in the period; | |
| • | seasonal fluctuations in customer demand for some of our products or services; | |
| • | unanticipated costs incurred in the introduction of new products; | |
| • | fluctuations in the adoption of our products in new markets; | |
| • | changes in the level of tax credits available for research and development spending, including whether the federal research and development tax credit which expired in December 2005 will be reinstated; | |
| • | cancellations, delays or contract amendments by our governmental agency customers; and | |
| • | changes in policy or budgetary measures that adversely affect our governmental agency customers. |
Changes in the volume of products and services provided under
existing contracts and the number of contracts commenced,
completed or terminated during any quarter may cause significant
variations in our cash flow from operations because a relatively
large amount of our expenses are fixed. We incur significant
operating expenses during the
start-up and
early stages of large contracts and typically do not receive
corresponding payments in that same quarter. We may also incur
significant or unanticipated expenses when contracts expire or
are terminated or are not renewed. In addition, payments due to
us from government agencies may be delayed due to billing cycles
or as a result of failures of governmental budgets to gain
congressional and presidential administration approval in a
timely manner.
Shortfalls in
available external research and development funding could
adversely affect us.
We depend on our research and development activities to develop
the core technologies used in our small UAS and PosiCharge
products and for the development of our future products. A
portion of our research and development activities depends on
funding by commercial companies and the U.S. government.
U.S. government and commercial spending levels can be
impacted by a number of variables, including general economic
conditions, specific companies’ financial performance and
competition for U.S. government funding with other
U.S. government-sponsored programs in the budget
formulation and appropriation processes. Moreover, the U.S.,
state and local governments provide energy rebates and
incentives to commercial companies, which directly impact the
amount of research and development that companies appropriate
for energy systems. To the extent that these energy rebates and
incentives are reduced or eliminated, company funding for
research and development could be reduced. Any reductions in
available research and development funding could harm our
business, financial condition and operating results.
Volatility and
cyclicality in the market for electric industrial vehicles could
adversely affect us.
Our PosiCharge fast charge systems, which accounted for 14% of
our revenue during the fiscal year ended April 30, 2006,
are purchased primarily by operators of fleets of electric
industrial vehicles,
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such as forklift trucks and airport ground support equipment.
Consequently, our ability to remain profitable depends in part
on the varying conditions in the market for electric industrial
vehicles. This market is subject to volatility as it moves in
response to cycles in the overall business environment and is
also particularly sensitive to the industrial, food and
beverage, retail and air travel sectors, which generate a
significant portion of the demand for such vehicles. Sales of
electric industrial vehicles have historically been cyclical,
with demand affected by such economic factors as industrial
production, construction levels, demand for consumer and durable
goods, interest rates and fuel costs. A significant decline in
demand for electric industrial vehicles could adversely affect
our revenue and prospects, which would harm our business,
financial condition and operating results.
Our fast
charge business is dependent upon our relationships with battery
dealers and other third parties with whom we do not have
exclusive arrangements.
To remain competitive in the market for fast charge systems, we
must maintain our access to potential customers and ensure that
the service needs of our customers are met adequately. In many
cases, we rely on battery dealers for access to potential
PosiCharge customers. Currently, one of our fast charge system
competitors is working with a battery manufacturer to sell fast
charge systems and batteries together. Cooperative agreements
between our competitors and battery manufacturers could restrict
our access to battery dealers and potential PosiCharge
customers, adversely affecting our revenue and prospects.
Additionally, we rely on outside service providers to perform
post-sale services for our PosiCharge customers. If these
service providers fail to perform these services as required or
discontinue their business with us, then we could lose customers
to competitors, which would harm our business, financial
condition and operating results.
We work in
international locations where there are high security risks,
which could result in harm to our employees and contractors or
substantial costs.
Some of our services are performed in high-risk locations, such
as Iraq and Afghanistan, where the country or location is
suffering from political, social or economic issues, or war or
civil unrest. In those locations where we have employees or
operations, we may incur substantial costs to maintain the
safety of our personnel. Despite these precautions, the safety
of our personnel in these locations may continue to be at risk,
and we may in the future suffer the loss of employees and
contractors, which could harm our business and operating results.
We may not be
able to obtain capital when desired on favorable terms, if at
all, or without dilution to our stockholders.
We operate in emerging and rapidly evolving markets, which makes
our prospects difficult to evaluate. It is possible that we may
not generate sufficient cash flow from operations or otherwise
have the capital resources to meet our future capital needs. If
this occurs, then we may need additional financing to pursue our
business strategies, including to:
| • | hire additional engineers and other personnel; | |
| • | develop new or enhance existing products; | |
| • | enhance our operating infrastructure; | |
| • | fund working capital requirements; | |
| • | acquire complementary businesses or technologies; or | |
| • | otherwise respond to competitive pressures. |
If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of our
stockholders could be significantly diluted, and these
newly-issued securities may have rights, preferences or
privileges senior to those of existing stockholders, including
those acquiring shares in this offering. We cannot assure you
that additional financing will be available
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on terms favorable to us, or at all. Our existing line of credit
contains, and future debt financing may contain, covenants or
other provisions that limit our operational or financial
flexibility. In addition, certain of our customers require that
we obtain letters of credit to support our obligations under
some of our contracts. Our existing
letter-of-credit
provider requires that we hold cash in an amount equal to the
amount of our outstanding letters of credit as collateral.
Continued access to letters of credit may be important to our
ability to regain and win contracts in the future. If adequate
funds are not available or are not available on acceptable
terms, if and when needed, then our ability to fund our
operations, take advantage of unanticipated opportunities,
develop or enhance our products, or otherwise respond to
competitive pressures would be significantly limited.
Our
international business poses potentially greater risks than our
domestic business.
We derived an average of 3.7% of our revenue from international
sales during the three fiscal years ended April 30, 2006.
We expect to derive an increasing portion of our revenue from
international sales. Our international revenue and operations
are subject to a number of material risks, including the
following:
| • | the unavailability of, or difficulties in obtaining any, necessary governmental authorizations for the export of our UAS products to certain foreign jurisdictions; | |
| • | changes in regulatory requirements that may adversely affect our ability to sell certain products or repatriate profits to the United States; | |
| • | the complexity and necessity of using foreign representatives and consultants; | |
| • | difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues, including fewer legal protections for intellectual property; | |
| • | potential fluctuations in foreign economies and in the value of foreign currencies and interest rates; | |
| • | potential preferences by prospective customers to purchase from local (non-U.S.) sources; | |
| • | general economic and political conditions in the markets in which we operate; | |
| • | laws or regulations relating to non-U.S. military contracts that favor purchases from non-U.S. manufacturers over U.S. manufacturers; | |
| • | the imposition of tariffs, embargoes, export controls and other trade restrictions; and | |
| • | different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future. |
Negative developments in any of these areas in one or more
countries could result in a reduction in demand for our
products, the cancellation or delay of orders already placed,
threats to our intellectual property, difficulty in collecting
receivables and a higher cost of doing business, any of which
could negatively impact our business, financial condition or
results of operations. Moreover, our sales, including sales to
customers outside the United States, are denominated in dollars,
and downward fluctuations in the value of foreign currencies
relative to the U.S. dollar may make our products more
expensive than other products, which could harm our business.
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Potential
future acquisitions could be difficult to integrate, divert the
attention of key personnel, disrupt our business, dilute
stockholder value and impair our financial
results.
We intend to consider strategic acquisitions that would add to
our customer base, technological capabilities or system
offerings. Acquisitions involve numerous risks, any of which
could harm our business, including the following:
| • | difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company and realizing the anticipated synergies of the combined businesses; | |
| • | difficulties in supporting and transitioning customers, if any, of the target company; | |
| • | diversion of financial and management resources from existing operations; | |
| • | the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity; | |
| • | risks of entering new markets in which we have limited or no experience; |
| • | potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business; |
| • | assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s products; and | |
| • | inability to generate sufficient revenue to offset acquisition costs. |
Acquisitions also frequently result in the recording of goodwill
and other intangible assets which are subject to potential
impairments in the future that could harm our financial results.
In addition, if we finance acquisitions by issuing equity, or
securities convertible into equity, then our existing
stockholders may be diluted, which could lower the market price
of our common stock. If we finance acquisitions through debt,
then such future debt financing may contain covenants or other
provisions that limit our operational or financial flexibility.
As a result, if we fail to properly evaluate acquisitions or
investments, then we may not achieve the anticipated benefits of
any such acquisitions, and we may incur costs in excess of what
we anticipate. The failure to successfully evaluate and execute
acquisitions or investments or otherwise adequately address
these risks could materially harm our business and financial
results.
Environmental
laws and regulations and unforeseen costs could impact our
future earnings.
The manufacture and sale of our products in certain states and
countries may subject us to environmental and other regulations.
For example, we obtain a significant number of our electronics
components from companies located in East Asia, where
environmental rules may be less stringent than in the United
States. Over time, the countries where these companies are
located may adopt more stringent environmental regulations,
resulting in an increase in our manufacturing costs.
Furthermore, certain environmental laws, including the
U.S. Comprehensive, Environmental Response, Compensation
and Liability Act of 1980, impose strict, joint and several
liability on current and previous owners or operators of real
property for the cost of removal or remediation of hazardous
substances and impose liability for damages to natural
resources. These laws often impose liability even if the owner
or operator did not know of, or was not responsible for, the
release of such hazardous substances. These environmental laws
also assess liability on persons who arrange for hazardous
substances to be sent to disposal or treatment facilities when
such facilities are found to be contaminated. Such persons can
be responsible for cleanup costs even if they never owned or
operated the contaminated facility. Although we have not yet
been named a responsible party at a contaminated site, we could
be named a potentially responsible party in the future. We
cannot assure
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you that such existing laws or future laws will not have a
material adverse effect on our future earnings or results of
operations.
Our business
and operations are subject to the risks of earthquakes and other
natural catastrophic events.
Our corporate headquarters, research and development and
manufacturing operations are located in Southern California, a
region known for seismic activity and wild fires. A significant
natural disaster, such as an earthquake, fire or other
catastrophic event, could severely affect our ability to conduct
normal business operations, and as a result, our future
operating results could be materially and adversely affected.
Risks Related to
Our U.S. Government Contracts
We are subject
to extensive government regulation, and our failure to comply
with applicable regulations could subject us to penalties that
may restrict our ability to conduct our business.
As a contractor to the U.S. government, we are subject to
and must comply with various government regulations that impact
our revenue, operating costs, profit margins and the internal
organization and operation of our business. The most significant
regulations and regulatory authorities affecting our business
include the following:
| • | the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under, U.S. government contracts; | |
| • | the Truth in Negotiations Act, which requires certification and disclosure of all factual cost and pricing data in connection with contract negotiations; | |
| • | the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage; | |
| • | the False Claims Act and the False Statements Act, which impose penalties for payments made on the basis of false facts provided to the government and on the basis of false statements made to the government, respectively; | |
| • | the National Telecommunications and Information Administration and the Federal Communications Commission, which regulate the wireless spectrum allocations upon which UAS depend for operation and data transmission in the United States; | |
| • | the Federal Aviation Administration, which is in the process of drafting regulations specifically for small UAS operation in the United States; | |
| • | the International Traffic in Arms Regulations, which regulate the export of controlled technical data, defense articles and defense services and restrict from which countries we may purchase materials and services used in the production of certain of our products; and | |
| • | laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data. |
Also, we need special security clearances and regulatory
approvals to continue working on certain of our projects with
the U.S. government. Classified programs generally will
require that we comply with various executive orders, federal
laws and regulations and customer security requirements that may
include restrictions on how we develop, store, protect and share
information, and may require our employees to obtain government
security clearances. Our failure to comply with applicable
regulations, rules and approvals or misconduct by any of our
employees could result in the imposition
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of fines and penalties, the loss of security clearances, the
loss of our government contracts or our suspension or debarment
from contracting with the U.S. government generally, any of
which would harm our business, financial condition and results
of operations. We are also subject to certain regulations of
comparable government agencies in other countries, and our
failure to comply with these
non-U.S. regulations
could also harm our business, financial condition or results of
operations.
Our business
could be adversely affected by a negative audit by the
U.S. government.
U.S. government agencies, primarily the Defense Contract
Audit Agency and the Defense Contract Management Agency,
routinely audit and investigate government contractors. These
agencies review a contractor’s performance under its
contracts, cost structure and compliance with applicable laws,
regulations and standards. These agencies also may review the
adequacy of, and a contractor’s compliance with, its
internal control systems and policies, including the
contractor’s purchasing, property, estimating, compensation
and management information systems. Any costs found to be
improperly allocated to a specific contract will not be
reimbursed, while such costs already reimbursed must be
refunded. If an audit of our business were to uncover improper
or illegal activities, then we could be subject to civil and
criminal penalties and administrative sanctions, including
termination of contracts, forfeiture of profits, suspension of
payments, fines and suspension or prohibition from doing
business with the U.S. government. In addition, we could
suffer serious harm to our reputation if allegations of
impropriety or illegal acts were made against us, even if the
allegations were inaccurate. If any of the foregoing were to
occur, our financial condition and operating results could be
materially adversely affected.
We are currently being audited by the DCMA with respect to our
system for the care, control and accountability of government
property. The DCMA has identified certain corrective actions to
be taken with respect to our current system, which we are in the
process of implementing. Although we are seeking to implement
these corrective actions, we cannot assure you that we will do
so successfully or that the DCMA will not require additional
corrective actions. The failure to successfully implement
required corrective actions could harm our business and
operating results.
Some of our
contracts with the U.S. government allow it to use
inventions developed under the contracts and to disclose
technical data to third parties, which could harm our ability to
compete.
Some of our contracts allow the U.S. government to use,
royalty-free, or have others use, inventions developed under
those contracts on behalf of the government. Some of the
contracts allow the federal government to disclose technical
data without constraining the recipient on how those data are
used. The ability of third parties to use patents and technical
data for government purposes creates the possibility that the
government could attempt to establish alternative suppliers or
to negotiate with us to reduce our prices. The potential that
the government may release some of the technical data without
constraint creates the possibility that third parties may be
able to use this data to compete with us, which could have a
material adverse effect on our business, results of operations
or financial condition.
U.S. government
contracts are generally not fully funded at inception and
contain certain provisions that may be unfavorable to us, which
could prevent us from realizing our contract backlog and
materially harm our business and results of
operations.
DoD contracts typically involve long lead times for design and
development, and are subject to significant changes in contract
scheduling. Congress generally appropriates funds on a fiscal
year basis even though a program may continue for several years.
Consequently, programs are often only partially funded
initially, and additional funds are committed only as Congress
makes further
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appropriations. The termination or reduction of funding for a
government program would result in a loss of anticipated future
revenue attributable to that program.
As of July 29, 2006, we had funded U.S. government
contract backlog of $67.9 million and estimated unfunded
U.S. government contract backlog of $457.3 million.
The actual receipt of revenue on awards included in backlog may
never occur or may change because a program schedule could
change or the program could be canceled, or a contract could be
reduced, modified or terminated early.
In addition, U.S. government contracts generally contain
provisions permitting termination, in whole or in part, at the
government’s convenience or for contractor default. Since a
substantial majority of our revenue is dependent on the
procurement, performance and payment under our
U.S. government contracts, the termination of one or more
critical government contracts could have a negative impact on
our results of operations and financial condition. Termination
arising out of our default could expose us to liability and have
a material adverse effect on our ability to re-compete for
future contracts and orders. Moreover, several of our contracts
with the U.S. government do not contain a limitation of
liability provision, creating a risk of responsibility for
indirect, incidental damages and consequential damages. These
provisions could cause substantial liability for us, especially
given the use to which our products may be put.
U.S. government
contracts are subject to a competitive bidding process that can
consume significant resources without generating any
revenue.
U.S. government contracts are frequently awarded only after
formal, protracted competitive bidding processes and, in many
cases, unsuccessful bidders for U.S. government contracts
are provided the opportunity to protest contract awards through
various agency, administrative and judicial channels. We derive
significant revenue from U.S. government contracts that
were awarded through a competitive bidding process. Much of the
UAS business that we expect to seek in the foreseeable future
likely will be awarded through competitive bidding. Competitive
bidding presents a number of risks, including the following:
| • | the need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and cost overruns; | |
| • | the substantial cost and managerial time and effort that must be spent to prepare bids and proposals for contracts that may not be awarded to us; | |
| • | the need to estimate accurately the resources and cost structure that will be required to service any contract we are awarded; and | |
| • | the expense and delay that may arise if our competitors protest or challenge contract awards made to us pursuant to competitive bidding, and the risk that any such protest or challenge could result in the delay of our contract performance, the distraction of management, the resubmission of bids on modified specifications, or in termination, reduction or modification of the awarded contract. |
We may not be provided the opportunity to bid on contracts that
are held by other companies and are scheduled to expire if the
government extends the existing contract. If we are unable to
win particular contracts that are awarded through a competitive
bidding process, then we may not be able to operate in the
market for goods and services that are provided under those
contracts for a number of years. If we are unable to win new
contract awards over any extended period consistently, then our
business and prospects will be adversely affected.
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Risks Related to
Our Intellectual Property
If we fail to
protect, or incur significant costs in defending, our
intellectual property and other proprietary rights, our business
and results of operations could be materially
harmed.
Our success depends, in large part, on our ability to protect
our intellectual property and other proprietary rights. We rely
primarily on patents, trademarks, copyrights, trade secrets and
unfair competition laws, as well as license agreements and other
contractual provisions, to protect our intellectual property and
other proprietary rights. However, a significant portion of our
technology is not patented, and we may be unable or may not seek
to obtain patent protection for this technology. Moreover,
existing U.S. legal standards relating to the validity,
enforceability and scope of protection of intellectual property
rights offer only limited protection, may not provide us with
any competitive advantages, and may be challenged by third
parties. The laws of countries other than the United States may
be even less protective of intellectual property rights.
Accordingly, despite our efforts, we may be unable to prevent
third parties from infringing upon or misappropriating our
intellectual property or otherwise gaining access to our
technology. Unauthorized third parties may try to copy or
reverse engineer our products or portions of our products or
otherwise obtain and use our intellectual property. Moreover,
many of our employees have access to our trade secrets and other
intellectual property. If one or more of these employees leave
us to work for one of our competitors, then they may disseminate
this proprietary information, which may as a result damage our
competitive position. If we fail to protect our intellectual
property and other proprietary rights, then our business,
results of operations or financial condition could be materially
harmed.
In addition, affirmatively defending our intellectual property
rights and investigating whether we are pursuing a product or
service development that may violate the rights of others may
entail significant expense. We have not found it necessary to
resort to legal proceedings to protect our intellectual
property, but may find it necessary to do so in the future. Any
of our intellectual property rights may be challenged by others
or invalidated through administrative processes or litigation.
If we resort to legal proceedings to enforce our intellectual
property rights or to determine the validity and scope of the
intellectual property or other proprietary rights of others,
then the proceedings could result in significant expense to us
and divert the attention and efforts of our management and
technical employees, even if we prevail.
We may be sued
by third parties for alleged infringement of their proprietary
rights, which could be costly, time-consuming and limit our
ability to use certain technologies in the future.
We may become subject to claims that our technologies infringe
upon the intellectual property or other proprietary rights of
third parties. Any claims, with or without merit, could be
time-consuming and expensive, and could divert our
management’s attention away from the execution of our
business plan. Moreover, any settlement or adverse judgment
resulting from these claims could require us to pay substantial
amounts or obtain a license to continue to use the disputed
technology, or otherwise restrict or prohibit our use of the
technology. We cannot assure you that we would be able to obtain
a license from the third party asserting the claim on
commercially reasonable terms, if at all, that we would be able
to develop alternative technology on a timely basis, if at all,
or that we would be able to obtain a license to use a suitable
alternative technology to permit us to continue offering, and
our customers to continue using, our affected product. An
adverse determination also could prevent us from offering our
products to others. Infringement claims asserted against us may
have a material adverse effect on our business, results of
operations or financial condition.
Risks Relating to
Securities Markets and Investment in Our Stock
There may not
be a viable public market for our common stock.
Prior to this offering, there has been no public market for our
common stock, and there can be no assurance that a regular
trading market will develop and continue after this offering or
that the market price of our common stock will not decline below
the initial public offering price. If no trading
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market develops, then securities analysts may not initiate or
maintain research coverage of us which could further depress the
market for our common stock. As a result, investors may not be
able to sell their common stock at or above the initial public
offering price or at the time that they would like to sell. The
initial public offering price will be determined through
negotiations between us and the representatives of the
underwriters and may not be indicative of the market price of
our common stock following this offering.
Our
management, whose interests may not be aligned with yours, is
able to control the vote on all matters requiring stockholder
approval.
As of July 29, 2006, our executive officers and their
affiliates collectively
held shares,
or 80.7%, of our total outstanding shares of common stock. Upon
consummation of this offering, our executive officers will
collectively
hold shares,
or %, of our total outstanding shares of common
stock. Accordingly, our executive officers as a group will
continue to control the vote on all matters requiring
stockholder approval, including the election of directors. The
interests of our executive officers may not be fully aligned
with yours. Although there is no agreement among our executive
officers with respect to the voting of their shares, this
concentration of ownership may delay, defer or even prevent a
change in control of our company, and make transactions more
difficult or impossible without the support of all or some of
our executive officers. These transactions might include proxy
contests, tender offers, mergers or other purchases of common
stock that could give you the opportunity to realize a premium
over the then-prevailing market price for shares of our common
stock.
Market
volatility may affect our stock price and the value of your
investment.
Following this offering, the market price for our common stock
is likely to be volatile, in part because our shares have not
been traded publicly. The market prices for securities of
emerging technology companies have historically been highly
volatile, and the market has from time to time experienced
significant price and volume fluctuations that are unrelated to
the operating performance of particular companies. The market
price of our common stock may fluctuate significantly in
response to a number of factors, most of which we cannot
control, including the following:
| • | U.S. government spending levels, both generally and by our particular customers; | |
| • | the volume of operational activity by the U.S. military; | |
| • | delays in the payment of our invoices by government payment offices, resulting in potentially reduced earnings during a particular fiscal quarter; | |
| • | announcements of new products or technologies, commercial relationships or other events relating to us or our industry or our competitors; | |
| • | failure of any of our key products to gain market acceptance; | |
| • | variations in our quarterly operating results; | |
| • | perceptions of the prospects for the markets in which we compete; | |
| • | changes in general economic conditions; | |
| • | changes in securities analysts’ estimates of our financial performance; | |
| • | regulatory developments in the United States and foreign countries; | |
| • | fluctuations in stock market prices and trading volumes of similar companies; | |
| • | news about the markets in which we compete or regarding our competitors; | |
| • | terrorist acts or military action related to international conflicts, wars or otherwise; |
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| • | sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; and | |
| • | additions or departures of key personnel. |
In addition, the equity markets in general, and Nasdaq in
particular, have experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate
to the operating performance of those companies. Further, the
market prices of securities of emerging technology companies
have been particularly volatile. These broad market and industry
factors may affect the market price of our common stock
adversely, regardless of our operating performance. In the past,
following periods of volatility in the market price of a
company’s securities, securities class action litigation
often has been instituted against that company. This type of
litigation, if instituted against us, could result in
substantial costs and a diversion of management’s attention
and resources.
Future sales
of our common stock may depress our stock price.
After completion of this offering, we will
have shares
of common stock outstanding. The shares sold in this offering,
or shares
if the underwriters’ over-allotment is exercised in full,
will be freely tradable without restriction or further
registration under federal securities laws unless purchased by
our “affiliates” as such term is used in Rule 144
of the Securities Act of 1933, as amended, or Securities
Act. shares
of common stock outstanding after completion of this offering,
based upon shares outstanding as of July 29, 2006, will be
available for sale in the public market as of the date of this
prospectus. After the
lock-up
agreements pertaining to this offering expire, up to an
additional shares
of our common stock will be eligible for sale in the public
market, of
which are held by executive officers, directors and other
affiliates and will be subject to volume limitations under
Rule 144 of the Securities Act.
The above information assumes the effectiveness of the
lock-up
agreements under which current holders
of shares
of our common stock and all of our officers and directors have
agreed not to sell or otherwise dispose of their shares of
common stock. Goldman, Sachs & Co., on behalf of the
underwriters, may, in its sole discretion and at any time
without notice, release all or any portion of the securities
subject to
lock-up
agreements. In considering any request to release shares subject
to a lock-up
agreement, Goldman, Sachs & Co. will consider the facts
and circumstances relating to a request at the time of that
request.
If our existing common stockholders sell substantial amounts of
common stock in the public market, or if the market perceives
that these sales may occur, then the market price of our common
stock may decline, including below the initial public offering
price.
In addition, as soon as practicable after the completion of this
offering, we intend to file a registration statement under the
Securities Act
covering shares
of common stock issuable upon exercise of outstanding options
under our Nonqualified Stock Option
Plan, shares
of common stock issuable upon exercise of outstanding options
under our Directors’ Nonqualified Stock Option
Plan, shares
of common stock issuable upon exercise of outstanding options
under our 2002 Equity Incentive Plan and shares of common stock
reserved for future issuance under our 2006 Equity Incentive
Plan. The shares registered under such registration statement
will be available for sale in the open market, subject to
vesting restrictions with us, the contractual
lock-up
agreements described above and the contractual
lock-up
agreements and market stand-off provisions contained in the
agreements pursuant to which these options were issued. If these
additional shares are sold, or if it is perceived that they will
be sold, in the public market, then the trading price of our
common stock could decline. See “Shares Eligible for
Future Sale.”
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You will
experience immediate and substantial dilution as a result of
this offering and may experience additional dilution in the
future.
We expect the initial public offering price of our common stock
in this offering to be substantially higher than the net
tangible book value per share of our outstanding common stock.
Accordingly, investors purchasing shares of common stock in this
offering will pay a price that substantially exceeds the value
of our tangible assets after subtracting our liabilities. As a
result, investors will:
| • | incur immediate dilution of $ per share, based on an assumed initial public offering price of $ per share, the midpoint of our expected public offering price range; and | |
| • | contribute % of the total amount invested to date to fund our company based on the initial offering price to the public of $ per share, but will own only % of the shares of common stock outstanding upon completion of this offering. |
You will experience additional dilution upon the exercise of
options to purchase common stock under our equity incentive
plans, if we issue restricted stock to our employees under these
plans or if we otherwise issue additional shares of our common
stock. See “Dilution.”
We plan to
reincorporate in Delaware prior to the effective date of the
registration statement of which this prospectus is a part, and
the provisions in our charter documents, as amended and
restated, and under Delaware law could delay or discourage a
takeover that stockholders may consider favorable.
Provisions in our amended and restated certificate of
incorporation and amended and restated bylaws, to be effective
upon completion of this offering, may have the effect of
delaying or preventing a change of control or changes in our
management. Some of these provisions include:
| • | a board of directors divided into three classes serving staggered three-year terms; | |
| • | a prohibition on stockholder action through written consent; | |
| • | a requirement that special meetings of stockholders be called only by the chairman of our board of directors, the chief executive officer, the president or by a majority of the total number of authorized directors; | |
| • | advance notice requirements for stockholder proposals and nominations; | |
| • | a requirement of approval of not less than 662/3% of all outstanding shares of our capital stock entitled to vote to amend any bylaws by stockholder action, or to amend specific provisions of our certificate of incorporation; and | |
| • | the authority of our board of directors to issue preferred stock on terms determined by our board of directors without stockholder approval. |
In addition, because we plan to reincorporate in Delaware, we
will be governed by the provisions of Section 203 of the
Delaware General Corporation Law, which may prohibit certain
business combinations with stockholders owning 15% or more of
our outstanding voting stock. These and other provisions in our
amended and restated certificate of incorporation, amended and
restated bylaws and Delaware law could make it more difficult
for stockholders or potential acquirers to obtain control of our
board of directors or initiate actions that are opposed by the
then-current board of directors, including to delay or impede a
merger, tender offer, or proxy contest involving our company.
Any delay or prevention of a change of control transaction or
changes in our board of directors could cause the market price
of our common stock to decline.
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We will incur
significant increased costs as a result of operating as a public
company, and our management will be required to devote
substantial time to new compliance initiatives.
As a public company, we will incur significant legal, accounting
and other expenses that we did not incur as a private company.
In addition, the Sarbanes-Oxley Act of 2002, as well as the
related rules and regulations enacted by the Securities and
Exchange Commission, or SEC, and the Nasdaq Global Market, have
required changes in corporate governance practices of public
companies. We expect these rules and regulations to increase our
legal and financial compliance costs. In addition, we will incur
additional costs associated with our public company reporting
requirements. We also expect these rules and regulations to make
it more difficult and more expensive for us to obtain director
and officer liability insurance, and we may be required to
accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a
result, it may be more difficult for us to attract and retain
qualified persons to serve on our board of directors or as
executive officers. We currently are evaluating and monitoring
developments with respect to these rules, and we cannot predict
or estimate the amount of additional costs we may incur or the
timing of such costs.
We can provide
no assurance regarding our conclusions as of April 30, 2008
with respect to the effectiveness of our internal control over
financial reporting.
Beginning with our Annual Report on
Form 10-K
for the fiscal year ending April 30, 2008, pursuant to
Section 404 of the Sarbanes-Oxley Act, our management will
be required to deliver an annual report that assesses the
effectiveness of our internal control over financial reporting,
and we will be required to have our independent registered
public accounting firm deliver an attestation report on
management’s assessment. If our management or our
independent registered public accounting firm were to conclude
in their reports that our internal control over financial
reporting was not effective, then investors could lose
confidence in our reported financial information and the trading
price of our stock could drop significantly.
We will be required to devote significant resources to complete
the assessment and documentation of our internal control system
and financial processes, including an assessment of the design
of our information systems. We also may incur significant costs
to remediate any control deficiencies we identify through these
efforts. We cannot assure you that we will be able to complete
the required management assessment by our Section 404
reporting deadline. An inability to complete and document this
assessment would cause our auditors to conclude that our
internal control over financial reporting was not effective. In
addition, if a material weakness were identified with respect to
our internal control over financial reporting, then neither we
nor our auditors would be able to conclude that our internal
control over financial reporting was effective. Ineffective
internal control over financial reporting also could cause
investors to lose confidence in our reported financial
information, which could have a negative effect on the trading
price of our common stock.
We may
allocate the net proceeds from this offering in ways in which
you and other stockholders may not agree or which may not yield
a return.
We intend to use the net proceeds from this offering to increase
our working capital, fund general corporate purposes, fund
research and development, general marketing activities, general
and administrative matters and finance opportunistic
acquisitions and other capital expenditures.
Our management will, however, have broad discretion in the
application of the net proceeds from this offering and you will
not have the opportunity, as part of your investment decision,
to assess whether the proceeds are being used appropriately. The
net proceeds may be used for corporate purposes that do not
necessarily improve our operating results or enhance the market
value of our common stock. Until the net proceeds are used, they
may be placed in investments that do not produce significant
income or that lose value.
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. All
statements other than statements of historical facts contained
in this prospectus, including statements regarding our future
results of operations and financial position, business strategy
and plans and objectives of management for future operations,
are forward-looking statements. These statements involve known
and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
In some cases, you can identify forward-looking statements by
terms such as “may,” “will,”
“should,” “expects,” “plans,”
“anticipates,” “could,” “intends,”
“target,” “projects,”
“contemplates,” “believes,”
“estimates,” “predicts,”
“potential” or “continue” or the negative of
these terms or other similar words. These statements are only
predictions. We have based these forward-looking statements
largely on our current expectations and projections about future
events and financial trends that we believe may affect our
business, financial condition and results of operations. We
discuss many of the risks in greater detail under the heading
“Risk Factors.” Also, these forward-looking statements
represent our estimates and assumptions only as of the date of
this prospectus. You should read this prospectus and the
documents that we reference in this prospectus and have filed as
exhibits to the registration statement, of which this prospectus
is a part, completely and with the understanding that our actual
future results may be materially different from what we expect.
Except as required by law, we assume no obligation to update
these forward-looking statements publicly, or to update the
reasons actual results could differ materially from those
anticipated in these forward-looking statements, even if new
information becomes available in the future.
This prospectus also contains estimates and other statistical
data made by independent parties and by us relating to market
size and growth and other industry data. These data involve a
number of assumptions and limitations, and you are cautioned not
to give undue weight to such estimates. We have not
independently verified the statistical and other industry data
generated by independent parties and contained in this
prospectus and, accordingly, we cannot guarantee their accuracy
or completeness. In addition, projections, assumptions and
estimates of our future performance and the future performance
of the industries in which we operate are necessarily subject to
a high degree of uncertainty and risk due to a variety of
factors, including those described in “Prospectus
Summary,” “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations,” “Business” and elsewhere in this
prospectus. These and other factors could cause results to
differ materially from those expressed in the estimates made by
the independent parties and by us.
26
Table of Contents
USE OF
PROCEEDS
We estimate that we will receive net proceeds of approximately
$ million from the sale of
the shares of common stock offered in this offering, based on an
assumed initial public offering price of
$ per share, which is the
midpoint of the range set forth on the cover page of this
prospectus, and after deducting the estimated underwriting
discounts and commissions and estimated offering expenses
payable by us. We will not receive any of the proceeds from the
sale of shares of common stock by the selling stockholders.
The primary purpose of this offering is to fund working capital
and other general corporate purposes, including to finance
research and development of products, sales and marketing
activities, opportunistic acquisitions and other capital
expenditures. The amounts and timing of our actual expenditures
may vary significantly from our expectations depending on
numerous factors, including our results of operations, financial
condition and capital requirements. Management has broad
discretion to allocate the net proceeds of this offering among
the identified uses described above. Pending their use, we
intend to invest the net proceeds in short-term,
interest-bearing, investment-grade securities.
If we were to price the offering at
$ per share, the low end of
the range on the cover of this prospectus, we estimate that we
would receive net proceeds of
$ million, assuming the total
number of shares offered by us remains the same and after
deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us. If we were to price
the offering at $ per share,
the high end of the range on the cover of this prospectus, then
we estimate that we would receive net proceeds of
$ million, assuming the total
number of shares offered by us remains the same and after
deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us.
DIVIDEND
POLICY
We currently intend to retain all future earnings, if any, for
use in the operation and expansion of our business and do not
anticipate paying any cash dividends in the foreseeable future.
Our debt agreements restrict us from paying any dividends to our
stockholders. Any future determination related to dividend
policy will be made at the discretion of our board of directors
and will depend upon, among other factors, our results of
operations, financial condition, capital requirements,
contractual restrictions and such other factors as our board of
directors deems relevant.
27
Table of Contents
CAPITALIZATION
The following table sets forth our capitalization as of
July 29, 2006 on an actual basis and on an as adjusted
basis, giving effect to:
| • | the issuance of shares of common stock upon the exercise of outstanding options at a weighted average exercise price of $ per share to be sold by selling stockholders in this offering; | |
| • | a -for-one stock split; and | |
| • | our receipt of the estimated net proceeds from this offering, based on an assumed initial public offering price of $ per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. |
You should read the following table in conjunction with our
consolidated financial statements and related notes and the
sections entitled “Selected Consolidated Financial
Data” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” appearing
elsewhere in this prospectus.
| As of July 29, 2006 | ||||||||
|
Actual
|
As
Adjusted(1)
|
|||||||
|
(Unaudited) |
||||||||
| (In thousands, except share and par value data) | ||||||||
|
Cash and cash equivalents
|
$ | 13,478 | $ | |||||
|
Long-term debt (including current
maturities)(2):
|
||||||||
|
Total long-term debt
|
— | |||||||
|
Stockholders’ equity:
|
||||||||
|
Existing common stock, no par
value; 25,000,000 shares authorized and 1,935,289 shares issued
and outstanding
|
2,156 | — | ||||||
|
Preferred stock, $0.0001 par
value; shares
authorized and no shares issued or outstanding
|
— | — | ||||||
|
New common stock, $0.0001 par
value; shares
authorized; shares
issued and outstanding,
actual; shares
issued and outstanding, as
adjusted(3)
|
— | |||||||
|
Retained earnings
|
33,770 | |||||||
|
Additional paid-in capital
|
— | |||||||
|
Total stockholders’ equity
|
35,926 | |||||||
|
Total capitalization
|
$ | 35,926 | $ | |||||
| (1) | A $1.00 decrease or increase in the offering price would result in an approximately $ million increase or decrease in each of as adjusted additional paid-in capital, as adjusted total stockholders’ equity and as adjusted total capitalization, assuming the total number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. | |
| (2) | We have a line of credit that provides for aggregate borrowings of up to $16.5 million and a term loan facility under which we may borrow up to $5.0 million. No amounts were outstanding as of July 29, 2006. |
28
Table of Contents
| (3) | We will reincorporate in Delaware prior to the effective date of the registration statement, of which this prospectus forms a part, and in connection therewith replace our existing common stock with a new class of common stock. |
The number of shares of common stock to be outstanding after
this offering is based
on shares
outstanding as of July 29, 2006 and excludes the following:
| • | shares of common stock issuable upon the exercise of the remaining options outstanding as of July 29, 2006 at a weighted average exercise price of $ per share; and | |
| • | shares of our common stock reserved for future issuance under our 2006 equity incentive award plan, which will become effective on the day prior to the day on which we become subject to the reporting requirements of the Exchange Act. |
29
Table of Contents
DILUTION
If you invest in our common stock, your interest will be diluted
to the extent the initial public offering price per share of our
common stock in this offering exceeds the as adjusted net
tangible book value per share of our common stock after
completion of this offering. Net tangible book value per share
is determined at any date by subtracting our total liabilities
from the total book value of our tangible assets (total assets
less intangible assets) and dividing the difference by the pro
forma number of our shares of common stock deemed to be
outstanding at that date. Dilution in net tangible book value
per share represents the difference between the amount per share
paid by purchasers of shares of common stock in this offering
and the net tangible book value per share of common stock
immediately after completion of this offering.
Our net tangible book value as of July 29, 2006, was
approximately $35.9 million, or approximately
$ per share of our common
stock. Investors participating in this offering will incur
immediate and substantial dilution.
After giving effect to the sale
of shares
offered by us in this offering at an assumed initial public
offering price of $ per
share, the midpoint of the range set forth on the cover page of
this prospectus, and after deducting estimated underwriting
discounts and commissions and our estimated offering expenses,
our as adjusted net tangible book value as of July 29, 2006
would have been approximately
$ million, or approximately
$ per share of common stock.
This represents an immediate increase in as adjusted net
tangible book value of $ per
share to existing stockholders and an immediate dilution in as
adjusted net tangible book value of
$ per share to new investors.
The following table illustrates this per share dilution:
|
Assumed initial public offering
price per share
|
$ | |||||||
|
Net tangible book value per share
as of July 29, 2006, before giving effect to this offering
|
$ | |||||||
|
Increase in net tangible book
value per share attributable to investors purchasing shares in
this offering
|
||||||||
|
As adjusted net tangible book
value per share after giving effect to this offering
|
||||||||
|
Dilution in net tangible book
value per share to investors in this offering
|
$ | |||||||
The following table summarizes, as of July 29, 2006, as
adjusted to give effect to this offering, the differences
between the number of shares of common stock purchased from us,
the total cash consideration paid, and the average price per
share paid by our existing stockholders and by our new investors
purchasing stock in this offering. The calculation below is
based on an assumed initial public offering price of
$ per share, the midpoint of
the range set forth on the cover page of this prospectus, before
deducting the estimated underwriting discounts and commissions
and estimated offering expenses payable by us:
|
Shares
Purchased
|
Total
Consideration
|
Average Price |
||||||||||||||||||
|
Number
|
Percent
|
Amount
|
Percent
|
Per
Share
|
||||||||||||||||
|
Existing stockholders before this
offering
|
% | $ | % | $ | ||||||||||||||||
|
Investors participating in this
offering
|
||||||||||||||||||||
|
Total
|
100.0 | % | $ | 100.0 | % | $ | ||||||||||||||
If the underwriters exercise their over-allotment option in
full, our existing stockholders would own % and our
new investors would own % of the total number of
shares of our common stock outstanding after this offering.
30
Table of Contents
The above discussion and tables assume the exercise of
outstanding options as of July 29, 2006 to purchase an
aggregate
of shares
of common stock at a weighted average exercise price of
$ per share that will be sold
by selling stockholders in the offering and no exercise of other
options outstanding as of July 29, 2006. As of
July 29, 2006, in addition to these options to purchase an
aggregate
of shares,
we had outstanding options to purchase a total
of shares
of common stock at a weighted average exercise price of
$ per share. To the extent
any of these options are exercised, there will be further
dilution to new investors.
Sales of common stock by the selling stockholders in the
offering will reduce the number of shares of common stock held
by existing stockholders
to ,
or approximately % of the total shares of common
stock outstanding after the offering, and will increase the
number of shares held by new public investors
to ,
or approximately % of the total shares of common
stock outstanding after the offering.
A $1.00 decrease in the assumed offering price would decrease
our net tangible book value after this offering by
$ million and dilution in net
tangible book value per share to new investors by
$ , assuming the total number of
shares offered by us remains the same and after deducting
estimated underwriting discounts and commissions and estimated
offering expenses payable by us. A $1.00 decrease in the assumed
offering price would decrease each of total consideration paid
by new investors in the offering and total consideration paid by
all stockholders by
$ million, assuming the total
number of shares offered by us remains the same and before
deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us.
A $1.00 increase in the assumed offering price would increase
our net tangible book value after this offering by
$ million and dilution in net
tangible book value per share to new investors by
$ , assuming the total number of
shares offered by us remains the same and after deducting
estimated underwriting discounts and commissions and estimated
offering expenses payable by us. A $1.00 increase in the assumed
offering price would increase each of total consideration paid
by new investors in the offering and total consideration paid by
all stockholders by
$ million, assuming the total
number of shares offered by us remains the same and before
deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us.
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Table of Contents
SELECTED
CONSOLIDATED FINANCIAL DATA
The following consolidated income statement data for the fiscal
years ended April 30, 2004, 2005 and 2006 and consolidated
balance sheet data as of April 30, 2005 and 2006 have been
derived from our audited consolidated financial statements and
related notes, which are included elsewhere in this prospectus.
The income statement data for the fiscal years ended
April 27, 2002 and April 30, 2003 and the balance
sheet data as of April 27, 2002 and April 30, 2003 and
2004 have been derived from our audited consolidated financial
statements that do not appear in this prospectus. The
consolidated financial data for the three months ended
July 30, 2005 and July 29, 2006 have been derived from
our unaudited consolidated financial statements, which are
included elsewhere in this prospectus. The selected consolidated
financial data should be read in conjunction with
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and our consolidated
financial statements and related notes included elsewhere in
this prospectus. The historical results are not necessarily
indicative of the results to be expected for any future period.
|
Fiscal Year |
||||||||||||||||||||||||||||
|
Ended |
Three Months Ended | |||||||||||||||||||||||||||
|
April 27, |
Fiscal Year Ended April 30, |
July 30, |
July 29, |
|||||||||||||||||||||||||
|
2002
|
2003(1)
|
2004
|
2005
|
2006
|
2005
|
2006
|
||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| (In thousands, except share and per share data) | ||||||||||||||||||||||||||||
|
Consolidated Income Statement
Data:
|
||||||||||||||||||||||||||||
|
Revenue
|
$ | 32,468 | $ | 45,817 | $ | 47,680 | $ | 105,155 | $ | 139,357 | $ | 30,752 | $ | 31,557 | ||||||||||||||
|
Cost of sales
|
24,184 | 33,156 | 33,122 | 58,549 | 82,598 | 19,516 | 19,571 | |||||||||||||||||||||
|
Gross margin
|
8,284 | 12,661 | 14,558 | 46,606 | 56,759 | 11,236 | 11,986 | |||||||||||||||||||||
|
Research and development
|
575 | 2,091 | 1,715 | 9,799 | 16,098 | 3,509 | 3,841 | |||||||||||||||||||||
|
Selling, general and administrative
|
7,756 | 8,546 | 9,743 | 16,550 | 24,336 | 5,628 | 6,132 | |||||||||||||||||||||
|
Income (loss) from operations
|
(47 | ) | 2,024 | 3,100 | 20,257 | 16,325 | 2,099 | 2,013 | ||||||||||||||||||||
|
Loss on equity investment
|
— | (1,001 | ) | — | — | — | — | — | ||||||||||||||||||||
|
Other income (expense), net
|
680 | (61 | ) | (70 | ) | (44 | ) | (35 | ) | (187 | ) | 206 | ||||||||||||||||
|
Income before income taxes
|
633 | 962 | 3,030 | 20,213 | 16,290 | 1,912 | 2,219 | |||||||||||||||||||||
|
Income tax expense
|
304 | 421 | 859 | 5,531 | 4,881 | 574 | 854 | |||||||||||||||||||||
|
Income from continuing operations
|
329 | 541 | 2,171 | 14,682 | 11,409 | 1,338 | 1,365 | |||||||||||||||||||||
|
Gain from sale of discontinued
operations, net of income taxes of $31 in
2002(2)
|
33 | — | — | — | — | — | — | |||||||||||||||||||||
|
Net income
|
$ | 362 | $ | 541 | $ | 2,171 | $ | 14,682 | $ | 11,409 | $ | 1,338 | $ | 1,365 | ||||||||||||||
|
Earnings per common
share:
|
||||||||||||||||||||||||||||
|
Basic
|
$ | 0.21 | $ | 0.33 | $ | 1.32 | $ | 8.15 | $ | 6.17 | $ | 0.73 | $ | 0.71 | ||||||||||||||
|
Diluted
|
$ | 0.21 | $ | 0.32 | $ | 1.26 | $ | 7.46 | $ | 5.40 | $ | 0.65 | $ | 0.63 | ||||||||||||||
|
Weighted average common shares
outstanding:
|
||||||||||||||||||||||||||||
|
Basic
|
1,695,818 | 1,636,809 | 1,639,543 | 1,800,930 | 1,848,822 | 1,838,339 | 1,919,361 | |||||||||||||||||||||
|
Diluted
|
1,724,644 | 1,701,801 | 1,718,460 | 1,967,550 | 2,113,395 | 2,050,620 | 2,154,890 | |||||||||||||||||||||
|
Pro forma earnings per common
share(3):
|
||||||||||||||||||||||||||||
|
Basic
|
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
|
Diluted
|
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
|
Pro forma weighted average
common shares
outstanding(3):
|
||||||||||||||||||||||||||||
|
Basic
|
||||||||||||||||||||||||||||
|
Diluted
|
||||||||||||||||||||||||||||
32
Table of Contents
|
As of |
As of |
|||||||||||||||||||||||
|
April 27, |
As of April 30, |
July 29, |
||||||||||||||||||||||
|
2002
|
2003(1)
|
2004
|
2005
|
2006
|
2006
|
|||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
|
Consolidated Balance Sheet
Data:
|
||||||||||||||||||||||||
|
Cash and cash equivalents
|
$ | — | $ | 1,998 | $ | 3,310 | $ | 10,060 | $ | 15,388 | $ | 13,478 | ||||||||||||
|
Working capital
|
2,325 | 3,707 | 6,346 | 19,312 | 28,478 | 30,243 | ||||||||||||||||||
|
Total assets
|
12,682 | 14,385 | 26,464 | 50,364 | 64,778 | 55,776 | ||||||||||||||||||
|
Long-term debt, including current
portion
|
278 | 422 | 1,500 | 2,500 | — | — | ||||||||||||||||||
|
Total stockholders’ equity
|
4,810 | 5,363 | 7,514 | 22,647 | 34,131 | 35,926 | ||||||||||||||||||
|
Dividends paid
|
— | — | — | — | — | — | ||||||||||||||||||
| (1) | Effective for the fiscal year ended April 30, 2003, our board of directors approved the change of our fiscal year-end from the last Saturday in April to April 30. Included in the financial statements for the fiscal year ended April 30, 2003 are three additional days of operations as compared to the fiscal year ended April 27, 2002. | |
| (2) | Gain from sale of discontinued operations, net of income taxes, represents final cash payments of $64,000 made pursuant to the sale of certain assets of two of our subsidiaries, AeroVironment Environmental Services, Inc. and AeroVironment Remediation Services, effective July 31, 1998. This amount was fully reserved previously. | |
| (3) | Pro forma earnings per common share and pro forma weighted average common shares outstanding give effect to (a) our sale of shares of our common stock in connection with this offering and (b) a -for-one split of our common stock to be effected prior to the completion of this offering, as if such transactions were completed on May 1, 2005. |
33
Table of Contents
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial
condition and results of operations should be read in
conjunction with “Selected Consolidated Financial
Data” and our consolidated financial statements and related
notes appearing elsewhere in this prospectus. In addition to
historical information, this discussion and analysis contains
forward-looking statements that involve risks, uncertainties and
assumptions. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of
certain factors, including but not limited to, those set forth
under “Risk Factors” and elsewhere in this
prospectus.
Overview
We design, develop, produce and support a
technologically-advanced portfolio of small unmanned aircraft
systems that we supply primarily to organizations within the
U.S. Department of Defense, and fast charge systems for
electric industrial vehicle batteries that we supply to
commercial customers. We derive the majority of our revenue from
these two business areas. Customers for our small unmanned
aircraft systems, or UAS, include the U.S. Army,
U.S. Marine Corps and the U.S. Special Operations
Command, or SOCOM. Customers for our PosiCharge fast charge
systems include Ford Motor Company, SYSCO Corporation, Southwest
Airlines and IKEA for use in their factories, distribution
centers, cold storage facilities and airport ground support
operations.
Revenue
We generate our revenue primarily from the sale and support of
our small UAS and PosiCharge solutions. Support for our small
UAS customers includes training, customer support and repair and
replacement work, which we refer to collectively as our
logistics operation. We derive most of our small UAS revenue
from fixed-price and cost-plus-fee contracts with the
U.S. government and most of our PosiCharge revenue from
sales and service to commercial customers. We also generate
revenue from our Energy Technology Center through providing
contract development and engineering services, the sale of our
power processing systems and license fees.
Cost of
Sales
Cost of sales consists of direct costs and allocated indirect
costs. Direct costs include labor, materials, travel,
subcontracts and other costs directly related to the execution
of a specific contract. Indirect costs include overhead
expenses, fringe benefits and other costs that are not directly
related to the execution of a specific contract.
Research and
Development Expense
Research and development, or R&D, is an integral part of our
business model. We conduct significant internally funded
research and development and anticipate that research and
development expense will continue to increase in absolute
dollars for the foreseeable future.
Selling,
General and Administrative
Our selling, general and administrative expenses, or SG&A,
include salaries and other expenses related to selling,
marketing and proposal activities, and other administrative
costs. In addition, expense associated with our supplemental
executive retirement plan is included in SG&A.
Other Income
and Expenses, Net
Other income and expenses, net include interest income, interest
expense, and gains and losses on sales of assets.
34
Table of Contents
Income Tax
Expense
Beginning in fiscal 2005, our effective tax rates were
substantially lower than the statutory rates primarily due to
research and development tax credits. The federal research and
development tax credit expired in December 2005. If this tax
credit is not reinstated, then our annual tax rate likely will
increase.
Critical
Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition
and Results of Operations discusses our consolidated financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States.
When we prepare these consolidated financial statements, we are
required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses
during the reporting period. Some of our accounting policies
require that we make subjective judgments, including estimates
that involve matters that are inherently uncertain. Our most
critical estimates include those related to revenue recognition,
inventories and reserves for excess and obsolescence, our
supplemental executive retirement plan, self-insured
liabilities, accounting for stock-based awards, and income
taxes. We base our estimates and judgments on historical
experience and on various other factors that we believe to be
reasonable under the circumstances, the results of which form
the basis for our judgments about the carrying values of assets
and liabilities that are not readily apparent from other
sources. Our actual results may differ from these estimates
under different assumptions or conditions.
We believe the following critical accounting estimates affect
our more significant judgments and estimates used in preparing
our consolidated financial statements. See Note 1 of the
Notes to Consolidated Financial Statements for our Summary of
Significant Accounting Policies. There have been no material
changes made to the critical accounting estimates during the
periods presented in the consolidated financial statements.
Revenue
Recognition
Significant management judgments and estimates must be made and
used in connection with the recognition of revenue in any
accounting period. Material differences in the amount of revenue
in any given period may result if these judgments or estimates
prove to be incorrect or if management’s estimates change
on the basis of development of the business or market conditions.
The substantial majority of our revenue is generated pursuant to
written contractual arrangements to design, develop, manufacture
and/or
modify complex products, and to provide related engineering,
technical and other services according to customer
specifications. These contracts may be fixed-price or
cost-reimbursable. These contract types are accounted for in
accordance with American Institute of Certified Public
Accountants Statement of Position 81-1, “Accounting for
Performance of Construction-Type and Certain Production-Type
Contracts,” or
SOP 81-1.
Revenue from product sales not under contractual arrangement is
recognized at the time title and the risk and rewards of
ownership pass, which typically occurs when the products are
shipped and collection is reasonably assured.
Revenue and profits on fixed-price contracts are recognized
using
percentage-of-completion
methods of accounting. Revenue and profits on fixed-price
production contracts, whose units are produced and delivered in
a continuous or sequential process, are recorded as units are
delivered based on their selling prices, or the
units-of-delivery
method. Revenue and profits on other fixed-price contracts with
significant engineering as well as production requirements are
recorded based on the ratio of total actual incurred costs to
date to the total estimated costs for each contract, or the
cost-to-cost
method. Under
percentage-of-completion
methods of accounting, a single estimated total profit margin is
used to recognize profit for each contract over its entire
period of performance,
35
Table of Contents
which can exceed one year. Accounting for revenue and profits on
a fixed-price contract requires the preparation of estimates of
(1) the total contract revenue, (2) the total costs at
completion, which is equal to the sum of the actual incurred
costs to date on the contract and the estimated costs to
complete the contract’s statement of work and (3) the
measurement of progress towards completion. The estimated profit
or loss at completion on a contract is equal to the difference
between the total estimated contract revenue and the total
estimated cost at completion. Under the
units-of-delivery
method, sales on a fixed-price type contract are recorded as the
units are delivered during the period based on their contractual
selling prices. Under the
cost-to-cost
method, sales on a fixed-price type contract are recorded at
amounts equal to the ratio of actual cumulative costs incurred
divided by total estimated costs at completion, multiplied by
(A) the total estimated contract revenue, less (B) the
cumulative sales recognized in prior periods. The profit
recorded on a contract in any period using either the
units-of-delivery
method or
cost-to-cost
method is equal to (X) the current estimated total profit
margin multiplied by the cumulative sales recognized, less
(Y) the amount of cumulative profit previously recorded for
the contract. In the case of a contract for which the total
estimated costs exceed the total estimated revenue, a loss
arises, and a provision for the entire loss is recorded in the
period that it becomes evident. The unrecoverable costs on a
loss contract that are expected to be incurred in future periods
are recorded in the program cost.
Revenue and profits on cost-reimbursable type contracts are
recognized as costs are incurred on the contract, at an amount
equal to the costs plus the estimated profit on those costs. The
estimated profit on a cost-reimbursable contract is generally
fixed or variable based on the contractual fee arrangement.
We review cost performance and estimates to complete at least
quarterly and in many cases more frequently. Adjustments to
original estimates for a contract’s revenue, estimated
costs at completion and estimated profit or loss are often
required as work progresses under a contract, as experience is
gained and as more information is obtained, even though the
scope of work required under the contract may not change, or if
contract modifications occur. The impact of revisions in profit
estimates for all types of contracts are recognized on a
cumulative
catch-up
basis in the period in which the revisions are made. Amounts
representing contract change orders or claims are included in
revenue only when they can be reliably estimated and their
realization is probable. Incentives or penalties and awards
applicable to performance on contracts are considered in
estimating revenue and profit rates, and are recorded when there
is sufficient information to assess anticipated contract
performance. Revenue on arrangements that are not within the
scope of
SOP 81-1
are recognized in accordance with the SEC Staff Accounting
Bulletin No. 104, “Revenue Recognition in
Financial Statements.”
Inventories
and Reserve for Excess and Obsolescence
Our policy for valuation of inventory, including the
determination of obsolete or excess inventory, requires us to
perform a detailed assessment of inventory at each balance sheet
date, which includes a review of, among other factors, an
estimate of future demand for products within specific time
horizons, valuation of existing inventory, as well as product
lifecycle and product development plans. Inventory reserves are
also provided to cover risks arising from slow-moving items. We
write down our inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost
of inventory and the estimated market value based on assumptions
about future demand and market conditions. We may be required to
record additional inventory write-downs if actual market
conditions are less favorable than those projected by our
management.
Supplemental
Executive Retirement Plan Obligation
We maintain a supplemental executive retirement plan, which is a
non-qualified defined benefit plan for Dr. MacCready, our
Founder and Chairman of our board of directors. The plan is
non-contributory and non-funded. Pension expense is determined
using various actuarial cost methods to estimate the total
benefits ultimately payable to the plan beneficiary, and this
amount is accrued as a
36
Table of Contents
liability on our balance sheet. We review the actuarial
assumptions used to calculate pension costs annually. This plan
will terminate automatically upon completion of this offering
without any payment to Dr. MacCready, which will result in
a reversal of the related accrued expense of approximately
$2.2 million in the period in which the offering is
completed.
Self-Insured
Liability
We are self-insured for employee medical claims, subject to
individual and aggregate stop-loss policies. We estimate a
liability for claims filed and incurred but not reported claims
based upon recent claims experience and an analysis of the
average period of time between the occurrence of a claim and the
time it is reported to and paid by us. We perform an annual
evaluation of this policy and have determined that for all prior
years during which this policy has been in effect there have
been cost advantages to this policy, as compared to obtaining
commercially available employee medical insurance. However,
actual results may differ materially from those estimated and
could have a material impact on our consolidated financial
statements.
Accounting for
Stock-Based Awards
Historically, we applied Accounting Principles Board
No. 25, “Accounting for Stock Issued to
Employees,” and related interpretations, or Opinion 25, in
accounting for our stock-based compensation plans. We granted
options with exercise prices at or above the estimated fair
value of our common stock. No compensation expense was recorded
as the exercise price equals or exceeds the fair value of the
underlying stock on the grant date.
In December 2004, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 123
(revised 2004), “Share-Based Payment,” or
SFAS 123R. SFAS 123R eliminates the alternative of
applying the intrinsic value measurement provisions of Opinion
25 to stock compensation awards issued to employees. Instead,
SFAS 123R requires companies to measure the cost of
employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award.
That cost must be recognized over the period during which an
employee is required to provide services in exchange for the
award, known as the requisite service period, which is usually
the vesting period. We adopted SFAS 123R effective
May 1, 2006. Because we historically used the minimum value
method of measuring stock options, implementation of
SFAS 123R applies prospectively to new awards after
adoption. No expense is recognized for options granted prior to
adoption. No awards were granted and no expense was recognized
during the three months ended July 29, 2006 as a result of
adoption.
Given the absence of an active market for our common stock, our
board of directors is required to estimate the fair value of our
common stock. Our board of directors considered numerous
objective and subjective factors in determining the value of our
common stock at each option grant date, including the following
factors: (1) contemporaneous valuations; (2) the fact
that the option grants involved illiquid securities in a private
company; (3) our stage of development and revenue growth;
and (4) the likelihood of achieving a liquidity event for
the shares of common stock underlying the options, such as an
initial public offering or sale of our company, given prevailing
market conditions.
Income
Taxes
We are required to estimate our income taxes, which includes
estimating our current income taxes as well as measuring the
temporary differences resulting from different treatment of
items for tax and accounting purposes. We currently have
significant deferred assets, which are subject to periodic
recoverability assessments. Realizing our deferred tax assets
principally depends on our achieving projected future taxable
income. We may change our judgments regarding future
profitability due to future market conditions and other factors,
which may result in recording a valuation allowance against
those deferred tax assets. Beginning in fiscal 2005, our
effective tax rates were substantially lower than the statutory
rates primarily due to research and development tax credits. The
federal
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Table of Contents
research and development tax credit expired in December 2005. If
this tax credit is not reinstated, then our tax rate for the
fiscal year ending April 30, 2007 may be higher than we
experienced in the fiscal years ended April 30, 2005 and
2006 as it will not reflect such credit.
Fiscal
Periods
Our fiscal year ends on April 30 and our fiscal quarters
end on the last Saturday of July, October and January.
Results of
Operations
The following table sets forth certain historical consolidated
income statement data expressed in dollars (in thousands) and as
a percentage of revenue for the periods indicated. Certain
amounts may not calculate due to rounding.
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended April 30, |
July 30, |
July 29, |
||||||||||||||||||||||||||||||||||||||
|
2004
|
2005
|
2006
|
2005
|
2006
|
||||||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
|
Revenue
|
$ | 47,680 | 100% | $ | 105,155 | 100% | $ | 139,357 | 100% | $ | 30,752 | 100% | $ | 31,557 | 100% | |||||||||||||||||||||||||
|
Cost of sales
|
33,122 | 69% | 58,549 | 56% | 82,598 | 59% | 19,516 | 63% | 19,571 | 62% | ||||||||||||||||||||||||||||||
|
Gross margin
|
14,558 | 31% | 46,606 | 44% | 56,759 | 41% | 11,236 | 37% | 11,986 | 38% | ||||||||||||||||||||||||||||||
|
Research and development
|
1,715 | 4% | 9,799 | 9% | 16,098 | 12% | 3,509 | 11% | 3,841 | 12% | ||||||||||||||||||||||||||||||
|
Selling, general and administrative
|
9,743 | 20% | 16,550 | 16% | 24,336 | 17% | 5,628 | 18% | 6,132 | 19% | ||||||||||||||||||||||||||||||
|
Income from operations
|
3,100 | 7% | 20,257 | 19% | 16,325 | 12% | 2,099 | 7% | 2,013 | 6% | ||||||||||||||||||||||||||||||
|
Other income (expense), net
|
(70 | ) | 0% | (44 | ) | 0% | (35 | ) | 0% | (187 | ) | (1)% | 206 | 1% | ||||||||||||||||||||||||||
|
Income before income taxes
|
3,030 | 6% | 20,213 | 19% | 16,290 | 12% | 1,912 | 6% | 2,219 | 7% | ||||||||||||||||||||||||||||||
|
Income tax expense
|
859 | 2% | 5,531 | 5% | 4,881 | 4% | 574 | 2% | 854 | 3% | ||||||||||||||||||||||||||||||
|
Net income
|
$ | 2,171 | 5% | $ | 14,682 | 14% | $ | 11,409 | 8% | $ | 1,338 | 4% | $ | 1,365 | 4% | |||||||||||||||||||||||||
Our operating segments are UAS, PosiCharge fast charge systems
and our Energy Technology Center. The accounting policies for
each of these segments are the same. In addition, a significant
portion of our research and development, selling, general and
administrative, and general overhead resources are shared across
our segments.
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Table of Contents
The following table sets forth our revenue and gross margin
generated by each operating segment for the periods indicated:
| Three Months Ended | ||||||||||||||||||||
| Fiscal Year Ended April 30, |
July 30, |
July 29, |
||||||||||||||||||
|
2004
|
2005
|
2006
|
2005
|
2006
|
||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
Revenue:
|
||||||||||||||||||||
|
UAS
|
$ | 30,372 | $ | 82,249 | $ | 111,104 | $ | 24,303 | $ | 24,983 | ||||||||||
|
PosiCharge Fast Charge Systems
|
9,111 | 15,642 | 19,928 | 4,559 | 4,943 | |||||||||||||||
|
Energy Technology Center
|
8,197 | 7,264 | 8,325 | 1,890 | 1,631 | |||||||||||||||
|
Total
|
$ | 47,680 | $ | 105,155 | $ | 139,357 | $ | 30,752 | $ | 31,557 | ||||||||||
|
Gross margin:
|
||||||||||||||||||||
|
UAS
|
$ | 10,161 | $ | 37,235 | $ | 44,558 | $ | 8,633 | $ | 9,271 | ||||||||||
|
PosiCharge Fast Charge Systems
|
3,524 | 5,846 | 8,062 | 1,637 | 1,940 | |||||||||||||||
|
Energy Technology Center
|
873 | 3,525 | 4,139 | 966 | 775 | |||||||||||||||
|
Total
|
$ | 14,558 | $ | 46,606 | $ | 56,759 | $ | 11,236 | $ | 11,986 | ||||||||||
Three Months
Ended July 29, 2006 Compared to Three Months Ended
July 30, 2005
Revenue. Revenue for the three months
ended July 29, 2006 was $31.6 million, as compared to
$30.8 million for the three months ended July 30,
2005, representing an increase of $0.8 million, or 3%. UAS
revenue increased $0.7 million to $25.0 million for
the three months ended July 29, 2006, largely due to the
continued growth of our logistics operation, which was launched
in fiscal year 2005. Revenue from our logistics operation
increased $3.3 million, while UAS product sales decreased
$2.6 million. The decrease in UAS product sales was largely
due to product shipments being deferred into the latter part of
this fiscal year pending customer testing and evaluation, which
has been completed. PosiCharge fast charge systems revenue
increased by $0.4 million to $4.9 million for the
three months ended July 29, 2006, primarily due to
installation of PosiCharge into additional facilities operated
by our existing customers. Energy Technology Center revenue
decreased by $0.3 million to $1.6 million in the three
months ended July 29, 2006, primarily due to lower sales of
power processing test equipment.
Cost of Sales. Cost of sales for the
three months ended July 29, 2006 was $19.6 million, as
compared to $19.5 million for the three months ended
July 30, 2005, representing an increase of
$0.1 million, or less than 1%. The increase in cost of
sales was caused by higher PosiCharge fast charge systems cost
of sales of $0.1 million.
Gross Margin. Gross margin for the
three months ended July 29, 2006 was $12.0 million, as
compared to $11.2 million for the three months ended
July 30, 2005, representing an increase of
$0.8 million, or 7%. UAS gross margin increased
$0.6 million to $9.3 million for the three months
ended July 29, 2006. As a percentage of revenue, gross
margin for UAS increased from 36% to 37%. PosiCharge fast charge
systems gross margin increased $0.3 million to
$1.9 million for the three months ended July 29, 2006,
due to the increase in sales volume. As a percentage of revenue,
PosiCharge fast charge systems gross margin increased from 36%
to 39% for the three months ended July 29, 2006, due to the
achievement of direct and indirect cost efficiencies coincident
with higher sales volume. Energy Technology Center gross margin
decreased $0.2 million to $0.8 million for the three
months ended July 29, 2006, primarily due to lower sales of
power processing test equipment. As a percentage of revenue,
Energy Technology Center gross margin decreased from 51% to 48%
for the three months ended July 29, 2006, primarily due to
the lower equipment sales relative to customer-funded research
and development work.
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Table of Contents
Research and Development. R&D
expense for the three months ended July 29, 2006 was
$3.8 million (or 12% of revenue), compared to R&D
expense of $3.5 million (or 11% of revenue) for the three
months ended July 30, 2005. The increase in R&D expense
reflected our investment in improvement and expansion of
existing product lines and development of new product
opportunities.
Selling, General and
Administrative. SG&A expense for the
three months ended July 29, 2006 was $6.1 million (or
19% of revenue), compared to SG&A expense of
$5.6 million (or 18% of revenue) in the three months ended
July 30, 2005. The increase in SG&A expense of
$0.5 million was caused primarily by the added
administrative and marketing infrastructure necessary as we
continue to grow our business.
Income Tax Expense. Our effective
income tax rate was 38.5% for the three months ended
July 29, 2006, as compared to 30.0% for the three months
ended July 30, 2005. This increase was due to the
expiration of the federal research and development tax credit on
December 31, 2005. As of July 29, 2006, this tax
credit had not been reinstated. If the tax credit is reinstated,
then we will make an adjustment to our effective tax rate in the
fiscal period during which the tax credit is reinstated.
Fiscal Year
Ended April 30, 2006 Compared to Fiscal Year Ended
April 30, 2005
Revenue. Revenue for the fiscal year
ended April 30, 2006 was $139.4 million, as compared
to $105.2 million for the fiscal year ended April 30,
2005, representing an increase of $34.2 million, or 33%.
UAS revenue increased $28.9 million to $111.1 million
for the fiscal year ended April 30, 2006, largely due to
the continued growth of our logistics operations, which were
launched in the fiscal year ended April 30, 2005 and
accounted for $20.1 million of the increase in UAS revenue.
The remaining increase in UAS revenue of $8.8 million was
due to an increase in product sales. PosiCharge fast charge
systems revenue increased by $4.3 million to
$19.9 million for the fiscal year ended April 30, 2006
primarily due to acceptance of PosiCharge into multiple
facilities operated by one of our existing customers. Energy
Technology Center revenue increased by $1.1 million to
$8.3 million in the fiscal year ended April 30, 2006,
primarily due to an increase in sales of power processing test
equipment.
Cost of Sales. Cost of sales for the
fiscal year ended April 30, 2006 was $82.6 million, as
compared to $58.5 million for the fiscal year ended
April 30, 2005, representing an increase of
$24.1 million, or 41%. The increase in cost of sales was
caused by higher UAS cost of sales of $21.5 million, higher
PosiCharge fast charge systems cost of sales of
$2.1 million, and higher Energy Technology Center cost of
sales of $0.4 million. The increase in UAS cost of sales
was largely due to a full year of our logistics activities. The
increase in PosiCharge fast charge systems cost of sales was
primarily due to the continued adoption of our fast charge
systems.
Gross Margin. Gross margin for the
fiscal year ended April 30, 2006 was $56.8 million, as
compared to $46.6 million for the fiscal year ended
April 30, 2005, representing an increase of
$10.2 million, or 22%. UAS gross margin increased
$7.3 million to $44.6 million for the fiscal year
ended April 30, 2006. As a percentage of revenue, gross
margin for UAS decreased from 45% to 40%, largely due to a
reduction in pricing on UAS production orders in fiscal year
2006 and an increase in cost-plus-fee contracts relative to
fixed-price contracts, the former of which tend to have lower
gross margins, as described more fully in “Government
Contracting Process.” The lower pricing also reflected the
pass-through of manufacturing cost efficiencies to our
customers. PosiCharge fast charge systems gross margin increased
$2.2 million to $8.1 million for the fiscal year ended
April 30, 2006, due to the increase in sales volume. As a
percentage of revenue, PosiCharge fast charge systems gross
margin increased from 37% to 40% for the fiscal year ended
April 30, 2006, due to the achievement of direct and
indirect cost efficiencies coincident with higher sales volume.
Energy Technology Center gross margin increased
$0.6 million to $4.1 million for the fiscal year ended
April 30, 2006, primarily due to increased sales of power
processing test equipment. As a percentage of revenue, Energy
Technology Center gross margin increased from 49% to 50% for the
fiscal year ended April 30, 2006, primarily due to the
higher sales mix of equipment sales compared to customer-funded
research and development work.
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Table of Contents
Research and Development. R&D
expense for the fiscal year ended April 30, 2006 was
$16.1 million (or 12% of revenue), compared to R&D
expense of $9.8 million (or 9% of revenue) for the fiscal
year ended April 30, 2005. The increase in R&D expense
reflected our investment in improvement and expansion of
existing product lines and development of new product
opportunities.
Selling, General and
Administrative. SG&A expense for the
fiscal year ended April 30, 2006 was $24.3 million (or
17% of revenue), compared to SG&A expense of
$16.6 million (or 16% of revenue) in the fiscal year ended
April 30, 2005. The increase in SG&A expense of
$7.8 million was caused primarily by the added
administrative and marketing infrastructure necessary to support
the growth in our business volume and to enhance the
documentation of our internal controls. Further, the increase in
SG&A expense partially reflects the lag in SG&A
infrastructure growth relative to the revenue growth we
experienced in the fiscal year ended April 30, 2005. As a
percentage of revenue, SG&A expense increased to 17% in the
fiscal year ended April 30, 2006, primarily due to the
establishment of a supplemental executive retirement plan for
Dr. MacCready, our Founder and Chairman of our board of
directors. The expense associated with this plan was
$2.2 million (or 2% of revenue) in 2006.
Income Tax Expense. Our effective
income tax rate was 30.0% for the fiscal year ended
April 30, 2006, as compared to 27.4% for the fiscal year
ended April 30, 2005. The increase was due to a reduction
in the federal research and development tax credit computed
based on the expiration of the tax credit on December 31,
2005. As of April 30, 2006, the tax credit had not been
reinstated. If the tax credit is reinstated, then we will make
an adjustment to our effective tax rate in the fiscal period
during which the tax credit is reinstated.
Fiscal Year
Ended April 30, 2005 Compared to Fiscal Year Ended
April 30, 2004
Revenue. Revenue for the fiscal year
ended April 30, 2005 was $105.2 million, as compared
to $47.7 million for the fiscal year ended April 30,
2004, representing an increase of $57.5 million, or 121%.
UAS sales increased $51.9 million to $82.2 million for
the fiscal year ended April 30, 2005, due to the high
volume of UAS deliveries achieved during the first full year of
full-rate UAS production. PosiCharge fast charge systems sales
increased $6.5 million to $15.6 million for the fiscal
year ended April 30, 2005 due to the continued adoption of
these systems, particularly with one existing customer that
implemented PosiCharge in many of its North American plants. The
decrease in Energy Technology Center sales of $0.9 million
was largely due to a decrease in customer-funded research and
development.
Cost of Sales. Cost of sales for the
fiscal year ended April 30, 2005 was $58.5 million, as
compared to $33.1 million for the fiscal year ended
April 30, 2004, representing an increase of
$25.4 million, or 77%. The increase in cost of sales was
driven by higher UAS cost of sales of $24.8 million and
higher PosiCharge fast charge systems cost of sales of
$4.2 million, partially offset by a decline in Energy
Technology Center cost of sales of $3.6 million. The
increase in UAS cost of sales was largely due to the high volume
of UAS deliveries achieved during the first full year of
full-rate UAS production activities. The increase in PosiCharge
fast charge systems cost of sales was primarily due to increased
adoption and implementation of fast charge systems. The decrease
in Energy Technology Center cost of sales was primarily due to
lower overall sales and a change in the mix of business toward
lower cost power processing systems and write-down of inventory
that occurred in 2004 and was not present in 2005.
Gross Margin. Gross margin for the
fiscal year ended April 30, 2005 was $46.6 million, as
compared to $14.6 million for the fiscal year ended
April 30, 2004, representing an increase of
$32.0 million, or 220%. UAS gross margin increased
$27.1 million to $37.2 million for the fiscal year
ended April 30, 2005. As a percentage of revenue, UAS gross
margin increased from 33% to 45% for the fiscal year ended
April 30, 2005, primarily due to efficiencies achieved
during the first full year of full-rate UAS production.
PosiCharge fast charge systems gross margin increased
$2.3 million to $5.8 million as of April 30,
2005. As a percentage of revenue, PosiCharge fast charge systems
gross
41
Table of Contents
margin decreased from 39% to 37% for the fiscal year ended
April 30, 2005, primarily due to volume pricing incentives.
Energy Technology Center gross margin increased
$2.7 million to $3.5 million for the fiscal year ended
April 30, 2005. As a percentage of revenue, Energy
Technology Center gross margin increased from 11% to 49% for the
fiscal year ended April 30, 2005, primarily due to the
change in the mix of business toward lower cost power processing
systems and write-down of inventory that occurred in 2004 and
was not present in 2005.
Research and Development. R&D
expense for the fiscal year ended April 30, 2005 was
$9.8 million (or 9% of revenue), compared to R&D
expense of $1.7 million (or 4% of revenue) for the fiscal
year ended April 30, 2004. The increase in R&D expense
reflected our investment in improvement and expansion of
existing product lines and development of new product
opportunities.
Selling, General and
Administrative. SG&A expense for the
fiscal year ended April 30, 2005 was $16.5 million (or
16% of revenue), compared to SG&A expense of
$9.7 million (or 20% of revenue) for the fiscal year ended
April 30, 2004. The
year-over-year
increase in SG&A expense of $6.8 million was caused by
adding infrastructure necessary to support our
year-over-year
sales growth. As a percentage of revenue, our infrastructure
costs lagged behind the increase in revenue in 2005.
Income Tax Expense. Our effective
income tax rate was 27.4% for the fiscal year ended
April 30, 2005, as compared to 28.4% for the fiscal year
ended April 30, 2004. The decrease was due to an increase
in research and development tax credits, offset in part by a
reduction of an amount in excess of the tax liability for 2004.
Liquidity and
Capital Resources
We currently have no material cash commitments, except for
normal recurring trade payables, accrued expenses and ongoing
research and development costs, all of which we anticipate
funding through our existing working capital, funds provided by
operating activities and our working capital line of credit. The
majority of our purchase obligations are pursuant to funded
contractual arrangements with our customers. In addition, we do
not currently anticipate significant investment in property,
plant and equipment, and we believe that our existing cash, cash
equivalents, cash provided by operating activities, funds
available through our working capital line of credit and other
financing sources and the net proceeds from this offering will
be sufficient to meet our anticipated working capital, capital
expenditure and debt service requirements, if any, during the
next twelve months. There can be no assurance, however, that our
business will continue to generate cash flow at current levels.
If we are unable to generate sufficient cash flow from
operations, then we may be required to sell assets, reduce
capital expenditures or obtain additional financing.
Our primary liquidity needs are for financing working capital,
investing in capital expenditures, supporting product
development efforts, introducing new products and enhancing
existing products, and marketing acceptance and adoption of our
products and services. Our future capital requirements, to a
certain extent, are also subject to general conditions in or
affecting the defense industry and are subject to general
economic, political, financial, competitive, legislative and
regulatory factors that are beyond our control. Moreover, to the
extent that existing cash, cash equivalents, cash from
operations, cash from short-term borrowing and the net proceeds
from this offering are insufficient to fund our future
activities, we may need to raise additional funds through public
or private equity or debt financing. Although we are currently
not a party to any agreement or letter of intent with respect to
potential investment in, or acquisitions of, businesses,
services or technologies, we may enter into these types of
arrangements in the future, which could also require us to seek
additional equity or debt financing.
Our working capital requirements vary by contract type. On
cost-plus-fee programs, we typically bill our incurred costs and
fees monthly as work progresses, and therefore working capital
investment is minimal. On fixed-price contracts, we typically
are paid as we deliver products, and working capital
42
Table of Contents
is needed to fund labor and expenses incurred during the lead
time from contract award until contract deliveries begin.
Cash
Flows
The following table provides our cash flow data for each of the
years in the three-year period ended April 30, 2006 and for
each of the three months ended July 30, 2005 and
July 29, 2006:
| Three Months Ended | ||||||||||||||||||||
| Fiscal Year Ended April 30, |
July 30, |
July 29, |
||||||||||||||||||
|
2004
|
2005
|
2006
|
2005
|
2006
|
||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
Net cash provided by (used in)
operating activities
|
$ | 1,570 | $ | 8,832 | $ | 13,588 | $ | (1,059 | ) | $ | (1,423 | ) | ||||||||
|
Net cash used in investing
activities
|
$ | (1,316 | ) | $ | (3,533 | ) | $ | (5,722 | ) | $ | (636 | ) | $ | (704 | ) | |||||
|
Net cash provided by (used in)
financing activities
|
$ | 1,058 | $ | 1,451 | $ | (2,538 | ) | $ | (250 | ) | $ | 217 | ||||||||
Cash Provided by Operating
Activities. Net cash used in operating
activities was $1.4 million for the three months ended
July 29, 2006, as compared to $1.1 million for the
three months ended July 30, 2005. In the three months ended
July 29, 2006, cash provided by operations was generated
from net income of $1.4 million with an add-back of
non-cash expense for depreciation of $0.7 million. In
addition, decreases in accounts receivable contributed
$7.3 million, offset by a decrease in accounts payable of
$3.2 million, a decrease in customer advances of
$4.7 million and a decrease in other liabilities of
$2.9 million. In the three months ended July 30, 2005,
cash provided by operations was generated from net income of
$1.3 million with an add-back of non-cash expense for
depreciation of $0.4 million. In addition, decrease in
accounts receivable contributed $5.8 million, offset by a
decrease in customer advances of $4.9 million and a
decrease in accounts payable of $4.0 million.
Net cash provided by operating activities was
$13.6 million, $8.8 million and $1.6 million for
the fiscal years ended April 30, 2006, 2005 and 2004,
respectively. In the fiscal year ended April 30, 2006, cash
provided by operations was generated from net income of
$11.4 million with an add-back of non-cash expense for
depreciation of $2.0 million. In addition, increases in
other current liabilities contributed $4.7 million,
partially offset by an increase of unbilled receivables and
retentions of $4.1 million.
In the fiscal year ended April 30, 2005, cash provided by
operations was generated from net income of $14.7 million,
an add-back of non-cash expense for depreciation of
$1.1 million, an increase in customer advances of
$4.6 million and a decrease in unbilled receivables and
retentions of $4.1 million, partially offset by an increase
in accounts receivable of $9.1 million and an increase in
inventories of $6.8 million.
In the fiscal year ended April 30, 2004, cash provided by
operations was largely generated from net income of
$2.2 million.
Cash Used in Investing Activities. Net
cash used in investing activities was $0.7 million for the
three months ended July 29, 2006, as compared to
$0.6 million for the three months ended July 30, 2005.
During the three months ended July 29, 2006 and
July 30, 2005, we used cash to purchase property and
equipment totaling $0.7 million and $0.6 million,
respectively.
Net cash used in investing activities was $5.7 million,
$3.5 million and $1.3 million for the fiscal years
ended April 30, 2006, 2005 and 2004, respectively. During
the fiscal year ended April 30, 2006, we used cash to
purchase property and equipment for $4.2 million, and set
aside $1.5 million to collateralize standby letters of
credit with our bank, which is classified as restricted cash.
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During the fiscal year ended April 30, 2005, we used cash
to purchase property and equipment for $3.5 million, a
large portion of which was related to implementation of a new
enterprise resource planning system.
During the fiscal year ended April 30, 2004, we used cash
to purchase property and equipment for $1.4 million,
partially offset by proceeds from the sale of assets of
$0.1 million.
Cash Provided by Financing
Activities. Net cash provided by financing
activities was $0.2 million for the three months ended
July 29, 2006, as compared to net cash used in financing
activities of $0.3 million for the three months ended
July 30, 2005. During the three months ended July 29,
2006, we collected $0.2 million from the exercise of stock
options. During the three months ended July 30, 2005, we
paid off long-term debt of $0.3 million.
Net cash used in financing activities was $2.5 million for
the fiscal year ended April 30, 2006, as compared to net
cash provided by financing activities of $1.5 million for
the fiscal year ended April 30, 2005 and $1.1 million
for the fiscal year ended April 30, 2004. During the fiscal
year ended April 30, 2006 we paid off long-term debt of
$2.5 million.
During the fiscal year ended April 30, 2005, we obtained
approximately $1.0 million of net borrowings, collected
approximately $0.9 million in cash from option exercises
and used cash of $0.4 million to repurchase our stock.
During the fiscal year ended April 30, 2004, we obtained
approximately $1.1 million of net borrowings.
Line of Credit
and Term Loan Facilities
We have a revolving line of credit with a bank, under which we
may borrow up to $16.5 million, and a term loan facility,
under which we may borrow up to $5.0 million. Borrowings
bear interest at the bank’s prime commercial lending rate,
which was 7.75% and 8.25% as of April 30, 2006 and
July 29, 2006, respectively. The line of credit is secured
by substantially all of our assets. All principal plus accrued
but unpaid interest on the line of credit is due August 31,
2007. All principal plus accrued but unpaid interest on the term
loan is due December 31, 2009. We had no outstanding
balance on the line of credit or the term loan as of
July 29, 2006.
Contractual
Obligations
The following table describes our commitments to settle
contractual obligations as of April 30, 2006:
| Payments Due By Period | ||||||||||||||||||||
|
Less Than |
More Than |
|||||||||||||||||||
|
Total
|
1 Year
|
1
to 3 Years
|
3
to 5 Years
|
5 Years
|
||||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
Operating lease obligations
|
$ | 5,122 | $ | 1,477 | $ | 2,490 | $ | 1,155 | $ | — | ||||||||||
|
Supplemental Executive
|
||||||||||||||||||||
|
Retirement
Plan(1)
|
3,920 | 200 | 431 | 475 | 2,814 | |||||||||||||||
|
Purchase
obligations(2)
|
12,666 | 12,666 | — | — | — | |||||||||||||||
|
Total
|
$ | 21,708 | $ | 14,343 | $ | 2,921 | $ | 1,630 | $ | 2,814 | ||||||||||
| (1) | The supplemental executive retirement plan is a non-qualified benefit plan pursuant to which we have agreed to pay Dr. MacCready, our Founder and Chairman, additional benefits at retirement. This plan will terminate automatically upon completion of this offering. See “Management — Pension Plan.” The amount represents total cash payments anticipated under the plan. For accounting purposes, the liability is recorded at net present value of $2.2 million. | |
| (2) | Consists of all non-cancelable purchase orders as of April 30, 2006. |
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We have entered into standby
letter-of-credit
agreements and bank guarantee agreements with financial
institutions and customers primarily relating to the guarantee
of our future performance on certain contracts to provide
products and services and to secure advance payments we have
received from certain international customers. As of
July 29, 2006, we had standby letters of credit totaling
$1.7 million without any claims against such letters of
credit. These letters of credit expire upon release by the
customer.
Off-Balance Sheet
Arrangements
As of July 29, 2006, we had no off-balance sheet
arrangements as defined in Item 303(a)(4) of the SEC’s
Regulation S-K.
Inflation
Our operations have not been, and we do not expect them to be,
materially affected by inflation. Historically, we have been
successful in adjusting prices to our customers to reflect
changes in our material and labor costs.
New Accounting
Standards
In December 2004, the Financial Accounting Standards Board
issued SFAS No. 123R, “Share-Based Payment,”
or SFAS 123R. SFAS 123R requires that compensation
expense relating to share-based payment transactions be
recognized in financial statements at estimated fair value. The
scope of SFAS 123R includes a wide range of share-based
compensation arrangements, including share options, restricted
share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. This standard
replaces SFAS 123 and supersedes APB 25. As a
nonpublic company, we previously utilized the minimum-value
method rather than the fair value based method of accounting for
stock-based employee compensation as permitted by SFAS 123.
In accordance with SFAS 123, we disclose pro forma net
income and earnings per share adjusted for non-cash compensation
expense arising from the estimated fair value of share-based
payment transactions. We adopted SFAS 123R on a prospective
basis, effective as of May 1, 2006. Share-based benefits
will be valued at fair value using the Black-Scholes option
pricing model. The fair value will be expensed over the vesting
period. The adoption of SFAS 123R did not result in a
significant impact on our consolidated financial statements, but
we will recognize a non-cash compensation expense for options
granted after May 1, 2006.
In March 2005, the SEC issued Staff Accounting
Bulletin No. 107, “Share-Based Payment,” or
SAB 107. SAB 107 provides guidance to assist
registrants in the initial implementation of SFAS 123R.
SAB 107 includes interpretive guidance related to
share-based payment transactions with non-employees, valuation
methods and underlying expected volatility and expected term
assumptions, the classification of compensation expense and
accounting for the income tax effects of share-based
arrangements upon adopting SFAS 123R.
In May 2005, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 154, “Accounting Changes and
Error Corrections,” which requires retrospective
application of all voluntary changes in accounting principles to
all periods presented, rather than using a cumulative
catch-up
adjustment as currently required for most accounting changes
under APB Opinion 20, “Accounting Changes.” This
Statement replaces APB Opinion No. 20 and
SFAS No. 3, “Reporting Accounting Changes in
Interim Financial Statements,” and will be effective for
accounting changes and error corrections made in fiscal years
beginning after December 15, 2005.
In June 2005, the FASB approved Emerging Issues Task Force Issue
No. 05-06,
“Determining the Amortization Period for Leasehold
Improvements,” or
EITF 05-06.
EITF 05-06
provides guidance on determining the amortization period for
leasehold improvements acquired in a business combination or
acquired subsequent to lease inception. The guidance requires
that leasehold improvements acquired in a business combination
or purchased subsequent to the inception of a lease be amortized
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over the lesser of the useful life of the assets or a term that
includes renewals that are reasonably assured at the date of the
business combination or purchase. The guidance is effective for
periods beginning after June 29, 2005.
EITF 05-06
is not expected to have any impact on our financial position,
results of operations or cash flows.
In November 2005, the FASB issued FASB Staff Position
No. FAS 123R-3,
“Transition Election Related to Accounting for the Tax
Effects of Share-Based Payment Awards,” or FSP 123R-3. FSP
123R-3 provides an elective alternative transition method for
calculating the pool of excess tax benefits available to absorb
tax deficiencies recognized subsequent to the adoption of
FAS 123R. Companies may take up to one year from the
effective date of FSP 123R-3 to evaluate the available
transition alternatives and make a one-time election as to which
method to adopt. We are currently in the process of evaluating
the alternative methods.
In July 2006, the FASB issued FASB Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes — An
Interpretation of FASB Statement No. 109,” or
FIN 48. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition
and measurement of a tax position taken or expected to be taken
in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. This
accounting standard will be effective for us beginning
May 1, 2007. We are currently assessing the provisions of
FIN 48.
Quantitative and
Qualitative Disclosures about Market Risk
Interest Rate
Risk
It is our policy not to enter into interest rate derivative
financial instruments. We do not currently have any significant
interest rate exposure.
Foreign
Currency Exchange Rate Risk
Since a significant part of our sales and expenses are
denominated in U.S. dollars, we have not experienced
significant foreign exchange gains or losses to date, and do not
expect to incur significant foreign exchange gains or losses in
the future. We occasionally engage in forward contracts in
foreign currencies to limit our exposure on
non-U.S. dollar
transactions.
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BUSINESS
Overview
We design, develop, produce and support a
technologically-advanced portfolio of small unmanned aircraft
systems that we supply primarily to organizations within the
U.S. Department of Defense, and fast charge systems for
electric industrial vehicle batteries that we supply to
commercial customers. We derive the majority of our revenue from
these two business areas, and we believe that both the small
unmanned aircraft systems, or UAS, and fast charge markets are
in the early stages of development and have significant growth
potential. Additionally, we believe that some of the innovative
potential products in our research and development pipeline will
emerge as new growth platforms in the future, creating market
opportunities. The success we have achieved with our current
products stems from our ability to invent and deliver advanced
solutions, utilizing our proprietary technologies, to help our
government and commercial customers operate more effectively and
efficiently. Our core technological capabilities, developed
through 35 years of innovation, include lightweight
aerostructures and electric propulsion systems, efficient
electric energy systems and storage, high-density energy
packaging, miniaturization, controls integration and systems
engineering optimization. We helped to pioneer and are now a
leader in the markets for small UAS and fast charge systems, and
we have experienced a compound annual revenue growth rate of 71%
for the three-year period ended April 30, 2006.
Our small UAS are well positioned to support the
transformational strategy of the U.S. Department of
Defense, or DoD, the purpose of which is to convert the military
into a smaller, more agile force that operates through a network
of observation, communication and precision targeting
technologies, and its efforts to prosecute the Global War on
Terror, which have increased the need for real-time, visual
information in new operational environments. Our small UAS,
including Raven, Dragon Eye, Swift, Wasp
and Puma, are designed to provide valuable
intelligence, surveillance and reconnaissance, or ISR, directly
to the small tactical unit, or individual “warfighter”
level, thereby increasing flexibility in mission planning and
execution. Our small unmanned aircraft wirelessly transmit
critical live video and other information generated by their
payload of electro-optical or infrared sensors, enabling the
operator to view and capture images, during the day or at night,
on a hand-held ground control unit. We also provide training by
our highly-skilled instructors, who typically have extensive
military experience, and continuous refurbishment and repair
services for our products.
We designed all of our small UAS to be man-portable, launchable
by one person and operated through a hand-held control unit. Our
small UAS are electrically powered, configured to carry
electro-optical or infrared sensors, provide real-time
situational awareness and intelligence, fly quietly at speeds
reaching 50 miles per hour and travel up to 20 miles
from their launch location on a modular, replaceable battery
pack. These characteristics make them well suited for
reconnaissance, surveillance, target acquisition and battle
damage assessment operations. Each of our small UAS typically
consists of three aircraft, associated ground control equipment,
spares and customer support. We believe that our small UAS
capabilities, combined with our high level of service,
logistical support and training, have enabled us to win both
competitively bid U.S. military small UAS programs of
record as of July 29, 2006.
We deliver new aircraft to satisfy orders against contracts, and
we also deliver new aircraft to replace those damaged in the
field. Our DoD customers have shifted from small initial order
quantities to long-term, high-volume contracts to purchase our
small UAS. As of July 29, 2006, we had U.S. government
contract funded backlog of $67.9 million and unfunded
indefinite delivery indefinite quantity, or IDIQ, contracts
providing for potential purchases of up to approximately
$457.3 million. Our backlog consists primarily of contracts
and IDIQs with the U.S. Army, U.S. Marine Corps and
U.S. Special Operations Command, or SOCOM, which we won
through full and open competitions, and we are currently the
sole supplier for these contracts. The U.S. Army projects
its total demand for our Raven small UAS at approximately
1,900 new systems, of which we had delivered approximately 23%
as of July 29, 2006. While military customers represent the
substantial majority of the domestic
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small UAS market today, we believe that new applications in
intelligence, homeland/border security and local law
enforcement, as well as potential commercial applications,
represent significant new domestic and international growth
opportunities for our small UAS solutions.
Our PosiCharge products and services are designed to improve
productivity and safety for operators of electric industrial
vehicles, such as forklifts and airport ground support
equipment, by improving battery and fleet management. In
multi-shift fleet operations, traditional charging systems
require users to exchange vehicle batteries throughout the day
because these batteries discharge their energy through vehicle
usage and there is insufficient vehicle downtime to recharge
them during a shift. Changing these batteries, which can weigh
as much as 3,500 pounds, requires labor time and dedicated
battery changing rooms that consume valuable floor space.
PosiCharge utilizes our proprietary technology in energy and
battery management to recharge electric industrial vehicle
batteries rapidly during regularly scheduled breaks or other
times the vehicle is not in service, eliminating the costly and
time-consuming process of removing and replacing the battery.
PosiCharge is able to recharge a typical electric industrial
vehicle battery and return it to service up to 16 times faster
than conventional charging methods, while at the same time
managing current, voltage and temperature, which can improve
battery performance. To date, PosiCharge fast charge systems
have been purchased and installed by a diverse group of
customers that includes Ford Motor Company, SYSCO Corporation,
Southwest Airlines and IKEA. As of July 29, 2006, our
PosiCharge fast charge systems serviced over 5,000 electric
industrial vehicles. We estimate that approximately
1.0 million electric industrial vehicles currently operate
in North America, including over 100,000 new vehicles that we
estimate were shipped in 2005.
Research and development activities are integral to our
business, and we follow a disciplined approach to investing our
resources to create new technologies and solutions. These
activities are funded both externally by customers and
internally. A fundamental part of this approach is a
well-defined screening process that helps business managers
identify commercial opportunities that support current or
desired technological capabilities. Our UAS research and
development activities focus specifically on creating
capabilities that support our existing small UAS product
portfolio as well as new UAS platforms. Our Energy Technology
Center also engages in research and development in support of
our existing product lines as well as to develop solutions for
other markets such as renewable energy.
We foster an entrepreneurial culture that encourages our
engineers to pursue innovative solutions and new applications of
our core technological capabilities that we believe will be
important in future developments and market competition. This
approach has resulted in a portfolio consisting of 58 issued
patents, 32 in-process patents and 38 patents pending
disclosure as of July 29, 2006. In addition, we currently
have a number of potential products in various stages of
development and commercialization within our research and
development program. This process of creating new products
resulted in our current small UAS and PosiCharge products. We
believe some of our current research and development projects
will also produce new products that will be adopted in large
markets and will become important growth platforms for us.
Examples of current development projects include Global
Observer, a high-altitude, long-endurance UAS,
Switchblade, a small UAS that can carry both
reconnaissance and lethal payloads, Digital Data Link, a
wireless communication technology for UAS-based networking, and
Architectural Wind, a grid-tied, renewable energy system
utilizing a modular wind turbine design.
Market
Opportunity
Small
UAS
The market for our small UAS has grown significantly due to the
U.S. military’s post-Cold War transformation, the
demands of the Global War on Terror and the tactical limitations
of larger UAS. Following the end of the Cold War, the
U.S. military began its transformation into a smaller, more
agile force that fights through a network of observation,
communication and precision targeting
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technologies. This transformation accelerated following the
terrorist attacks of September 11, 2001, as the
U.S. military required improved observation and targeting
to combat enemies who operate in small groups, often embedded in
dense population centers or dispersed in remote locations. We
believe that UAS, which range from large systems, such as
Global Hawk and Predator, to small systems, such
as our Raven, are an integral part of this transforming
military force because they provide critical observation and
communications capabilities. The timely delivery of this
information from large UAS to small units on the ground is often
very difficult. Because our small UAS can provide real-time
observation and communication capabilities directly to these
small units who directly control them, the market for our small
UAS continues to expand. As we explore opportunities to develop
new markets for our small UAS such as border surveillance and
petrochemical industry infrastructure monitoring, we expect
further growth through the introduction of UAS technology to
non-military applications.
The transformation currently taking place in the U.S. Armed
Forces represents a shift from Industrial Age warfare, which
emphasized amassing large forces and weapon systems, to
Information Age warfare, which emphasizes networked and
distributed forces with enhanced situational awareness. At the
center of this transformation lies the concept of
Network-Centric Warfare, which includes the widespread
deployment of sensor and communication systems that collect and
transmit information to the small tactical unit, or individual
“warfighter” level.
Broadly defined, Network-Centric Warfare encompasses strategies,
tactics, techniques, procedures, organizations and technologies
that a networked force can employ to create a decisive
advantage. The principles for developing a network-centric force
established by the DoD’s Office of Force Transformation
include the following:
| • | generate an information advantage through more timely, accurate and relevant information; | |
| • | expand the use of deployable, networked sensors, by leveraging intelligence, surveillance and reconnaissance, or ISR, capabilities; | |
| • | use sensors to gain information superiority; | |
| • | increase the opportunity for low-level forces to operate nearly autonomously and to be able to rapidly adapt; | |
| • | make the U.S. military more rapidly deployable and able to successfully complete its mission; and | |
| • | enable every weapon platform to be a sensor, from the individual soldier to a satellite. |
UAS can satisfy many of these new objectives. Large,
high-flying UAS provide a portion of the valuable ISR required
for Network-Centric Warfare. These complex systems do not,
however, provide warfighters with the direct ability to navigate
the aircraft and control its sensors to receive the most
relevant tactical information in real-time. Small UAS, on the
other hand, by virtue of their significantly lower cost, minimal
infrastructure requirements and portability, are operated by
small combat units. Our small UAS are capable of delivering
valuable ISR, including real-time tactical reconnaissance,
tracking, combat assessment and geographic data, directly to the
warfighter, which increases flexibility in mission planning and
execution. Furthermore, small UAS can contribute to urban combat
and stability operations by providing low-altitude ISR and
communications relay. Small UAS, therefore, act as “force
multipliers” to military commanders by allowing them to
observe and assess situations over any terrain and adjust
tactics, personnel and firepower to enhance mission
effectiveness. Current operations in Iraq and Afghanistan have
increased utilization of small UAS, resulting in greater demand
for spares, repairs and refurbishment. Most importantly, the use
of small UAS in Iraq and Afghanistan has accelerated their broad
adoption within the DoD. We believe that the
U.S. military’s ongoing transformation, coupled with
the nature of the threat associated with the Global War on
Terror, will continue to be long-term drivers of the demand for
small UAS. Small UAS offer a unique, reliable and proven tool
for U.S. and allied forces in this new threat environment. As
such, we believe
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that small UAS will play an increasing role in transforming the
U.S. military and that the armed forces of NATO and other
U.S. allies represent significant growth opportunities.
We believe that the underlying demand for small UAS will
continue to grow as customers continue to deploy them throughout
their organizations and as new customers adopt this technology.
The ability of small UAS to provide real-time visual information
over long distances and into inaccessible areas in a relatively
quick and efficient manner creates significant potential for a
wide array of applications. Domestically, we expect the small
UAS market to develop as non-military government agencies and
commercial customers continue to explore the application of
small UAS technology to a variety of needs, such as border
surveillance and infrastructure monitoring. One example of a
current non-military government customer for small UAS is the
Federal Bureau of Investigation. In addition, small UAS are
currently being tested for potential domestic application on the
U.S.-Mexico
border. We believe that potential commercial applications for
small UAS include petrochemical infrastructure monitoring,
natural disaster damage assessment and rescue operations,
utility infrastructure inspection and aerial imaging.
PosiCharge
Fast Charge Systems
Industrial vehicles, such as forklifts and airport ground
support equipment, are employed throughout the world to
facilitate the movement of physical goods. As many businesses
increase their reliance on supply chain efficiency as part of
their competitive strategy, the operating efficiency of these
vehicles, which are an integral part of many supply chains,
becomes increasingly important to them. We estimate that there
are currently approximately 1.0 million electric industrial
vehicles in North America, with over 100,000 new vehicles
shipped in 2005. Over the past two decades, the market share for
electric industrial vehicles has risen compared to internal
combustion industrial vehicles as a result of their increased
reliability and capability and lower operating cost, as well as
the initiatives of more environmentally conscious companies and
regulatory requirements for improved air quality in working
environments.
Electric industrial vehicles are powered by large onboard
batteries that can consume up to 17 cubic feet and weigh up to
3,500 pounds. Charging these batteries represents a significant
cost and operational challenge to fleet operators because these
batteries do not typically store enough energy to support
continuous operation in a multiple shift environment. As a
result, drivers must leave the work area when the battery
reaches a low state of charge and drive to a dedicated battery
changing room, which often occupies valuable floor space and is
frequently located far from a driver’s work area. The
driver or dedicated battery attendant must then remove the
battery from the vehicle, place it on a storage rack, connect it
to a conventional battery charger, identify a fully-charged
battery, move it into the vehicle’s battery compartment and
reconnect the battery to the motor before the driver may return
to their work area. These battery changes, which take place
every day in thousands of facilities around the world, result in
reduced material movement and increased operating costs.
Furthermore, the movement of large lead-acid batteries, which
contain sulfuric acid, can result in employee injuries and
hazardous chemical spillage.
Depending on the type of battery, conventional battery chargers
can require up to eight hours to recharge the battery, which
then must cool for up to an additional eight hours before it is
ready to be used again. Consequently, depending on vehicle usage
and the number of shifts in an operation, a fleet may require
more than one battery per vehicle, which necessitates additional
storage space, chargers and maintenance time. Moreover, the high
levels of heat generated by conventional battery chargers during
their normal use can cause excessive evaporation of the water
contained in the battery and damage to the battery’s
components. Over time, this evaporation of fluid and damage to
components result in battery degradation and negatively affect
the battery’s life.
Fast charge technology, which charges a battery with a high
electrical current while the battery remains in the vehicle,
eliminates the need for battery changing and the dedicated
battery room. The earliest adopters of fast charge technology
include the automotive, air transportation and food
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distribution markets. Large food and retail industry customers
have also begun to utilize fast charge technology. There are
numerous companies in North America, many of which manage large
multi-location electric industrial vehicle fleets both within
these markets and in others, such as the manufacturing and
logistics markets, that have yet to widely adopt fast charge
technology and represent a significant growth opportunity. We
believe that the market for our PosiCharge fast charge systems
will continue to grow as organizations that utilize electric
vehicles seek to enhance their operational performance. In
addition, we believe that the
non-U.S. market
offers significant opportunities for growth.
Our
Solutions
Our solutions incorporate and expand upon our core technological
capabilities and are intended to save lives, reduce costs,
increase productivity and improve operational effectiveness. We
believe that our products provide unique capabilities that had
not previously existed, perform reliably and affordably, and
help our customers operate more effectively. The high efficiency
of our solutions relative to previously available alternatives
contributes to their value and provides our customers a
recurring economic and environmental benefit.
Small
UAS
Our small UAS, including Raven, Dragon Eye,
Swift, Wasp and Puma, are designed to
provide valuable ISR, including real-time tactical
reconnaissance, tracking, combat assessment and geographic data,
directly to the warfighter, thereby increasing flexibility in
mission planning and execution. Our small unmanned aircraft
wirelessly transmit critical live video and other information
generated by their payload of electro-optical or infrared
sensors, enabling the operator to view and capture images,
during the day or at night, on a hand-held ground control unit.
All of our ground control units allow the operator to control
the aircraft by programming it for GPS-based autonomous
navigation using operator-designated way-points and, with the
exception of Dragon Eye’s ground control unit, also
provide for manual flight operation. These ground control units
are designed for durability and ease of use in harsh
environments and incorporate a user-friendly, intuitive
graphical user interface. With the exception of Dragon
Eye, all of our small unmanned aircraft operate from a
common ground control unit.
All of our small UAS are designed to be man-portable, assembled
without tools in less than five minutes and launched and
operated by one person with minimal training. The efficient and
reliable electric motors used in all of our small UAS are
powered by replaceable modular battery packs that can be changed
in seconds, enabling rapid return to flight during operations.
All of our small UAS can be recovered through an autonomous
landing feature that enables a controlled descent to a
designated location. We expect that our future small UAS will
include advanced payloads and data integration capabilities,
enabling communications among numerous types of unmanned systems
and between our small UAS and other assets on the ground.
In military applications, our systems enable tactical leaders to
observe the next corner, intersection or ridgeline in real-time.
This information facilitates faster, safer movement through
urban and mountainous environments and can enable troops to act
on intelligence rather than react to an attack. Moreover, by
providing this information, our small UAS reduce the risk to
warfighters and to the surrounding population by providing the
ability to tailor the military response to the threat.
U.S. military personnel regularly use our small UAS, such
as Raven, for force protection, target acquisition,
improvised explosive device detection and damage assessment
missions. These reusable systems are easy to transport, assemble
and operate and are relatively difficult to hear when flying at
typical operational altitudes of 200 to 300 feet due to our
efficient electric propulsion systems. In addition, their small
size makes them difficult to see from the ground. Moreover, the
low cost of our small UAS relative to larger UAS platforms makes
it practical for warfighters to deploy these assets directly.
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Our small UAS solutions also include spare equipment,
alternative payload modules, batteries, chargers, repairs and
Internet-enabled customer support. We provide training by our
highly-skilled instructors, who typically have extensive
military experience, and continuous refurbishment and repair
services for our products. We currently maintain a forward
operating depot in Iraq to support the large fleet of our small
UAS deployed there. By maintaining close contact with our
customers and users in the field, we gather critical feedback on
our products and incorporate that information into ongoing
product development and research and development efforts. This
approach enables us to improve our solutions in response to, and
in anticipation of, evolving customer needs.
We believe that, for the fiscal year ended April 30, 2006,
sales of our small UAS accounted for a significant majority of
the U.S. military’s small UAS purchases. For the
fiscal years ended April 30, 2004, 2005 and 2006, sales of
our UAS products and services accounted for 64%, 78% and 80% of
our revenue, respectively. For the three-year period ended
April 30, 2006, our UAS sales experienced a 91% compounded
annual growth rate.
PosiCharge
Fast Charge Systems
Developed from our innovative work on electric and hybrid
electric vehicles and advanced battery systems in the 1990s,
PosiCharge is an advanced system that eliminates battery
changing. PosiCharge quickly and safely recharges industrial
vehicle batteries while they are in the vehicle during regularly
scheduled breaks and other times when the vehicle is not in use,
thereby maintaining a sufficient level of energy throughout the
workday. By eliminating battery changing, PosiCharge improves
supply chain productivity by returning time to the vehicle
operator to complete more work. Furthermore, because of its
advanced efficient energy capabilities, PosiCharge can reduce
the amount of electricity required to support electric
industrial vehicles by several hundred dollars per year per
vehicle as compared to conventional battery chargers. Many
customers who implement PosiCharge in their facilities are able
to re-purpose the battery changing room floor space for more
productive activities and create a safer working environment, as
drivers or battery attendants no longer need to exchange large,
lead-acid batteries.
Developed over years of advanced battery testing and usage,
PosiCharge’s proprietary battery charging algorithms, which
are tailored to battery type, brand and size, maximize the rate
at which energy is sent into the battery while minimizing heat
generation and its damaging effects. We believe our work to
develop these algorithms contributed to the major battery
manufacturers offering battery warranties for fast charge, which
provided a critical assurance to customers that fast charge
systems would not harm their batteries. In combination with a
weekly equalization charge that balances all the cells within
the battery pack, our “intelligent” charging process
enhances the performance of batteries and helps them to achieve
improved operation. We believe that other fast charge and
conventional charge systems, which lack our current and voltage
regulating tailored charge algorithms and monitoring
capabilities, may actually contribute to lower battery
performance and lifespan over time, ultimately resulting in
higher battery costs and degraded vehicle performance.
Our complete line of fast charge products enables us to design
customized system solutions for each facility based on its shift
schedule, workload, truck type and battery type. By customizing
the system to unique customer requirements, we can help to
reduce the cost of implementing and operating fast charge
systems while maximizing the benefit of PosiCharge to our
customers. Our complete solution consists of system
configuration, installation, training, asset management and
performance monitoring. Moreover, while fast charge technology
itself provides significant operational and financial benefits
to our customers, we believe that our ability to integrate the
system effectively into customer operations through installation
services, asset management capabilities and post-sale support
increases the value proposition. We believe that this
“turnkey” approach to the fast charge market
represents a potential source of competitive advantage.
We project that PosiCharge customers typically begin to realize
cost savings when compared to battery changing within the first
twelve months of operation. Operators of large fleets of
electric
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industrial vehicles who use PosiCharge in multiple settings,
including factories, distribution centers, cold storage
facilities and airport tarmacs, include Ford Motor Company,
SYSCO Corporation, Southwest Airlines and IKEA. For the fiscal
years ended April 30, 2004, 2005 and 2006, sales of
PosiCharge accounted for 19%, 15% and 14% of our revenue,
respectively. For the three-year period ended April 30,
2006, our PosiCharge sales experienced a 48% compounded annual
growth rate.
Our
Strategy
We intend to grow our business by maintaining leadership in the
growing markets for small UAS and fast charge systems and by
creating new products that enable us to enter and lead new
markets. Key components of this strategy include the following:
Expand our current solutions to existing and new
customers. Our small UAS and PosiCharge
products and services are leaders in their respective North
American markets. We intend to increase the penetration of our
small UAS products within the U.S. military, the militaries
of allied nations and non-military U.S. customers. We
believe that the increased use of our small UAS in the
U.S. military will be a catalyst for increased demand by
allied countries, and that our efforts to pursue new
applications will help to create non-military opportunities. We
similarly intend to increase the penetration of PosiCharge to
existing and new customers in North America and globally. Early
adopters of PosiCharge are now deploying it in additional
facilities throughout their enterprises while its adoption is
increasing among new customers and new industry segments, such
as food and logistics.
Deliver innovative
solutions. Innovation is the primary driver
of our growth. We plan to continue research and development
efforts to enable us to satisfy our customers through better,
more capable products and services, both in response to and in
anticipation of their needs. We believe that by continuing to
invest in research and development, we will continue to deliver
innovative, new products that address market needs within and
outside of our current target markets, enabling us to create new
opportunities for growth.
Foster our entrepreneurial culture and continue to
attract, develop and retain highly-skilled
personnel. We have created a corporate
culture that encourages innovation and an entrepreneurial
spirit, which helps to attract highly-skilled professionals. We
intend to nurture this culture to encourage the development of
the innovative, highly technical solutions that give us our
competitive advantage. A core component of our culture is the
demonstration of trust and integrity in all of our interactions,
contributing to a positive work environment and engendering
trust among our customers.
Preserve our agility and
flexibility. We are able to respond rapidly
to evolving markets and deliver new products and system
capabilities quickly, efficiently and affordably. We believe
that this ability helps us to strengthen our relationships with
customers. We intend to maintain our agility and flexibility,
which we believe to be important sources of differentiation when
we compete against larger and better-funded competitors.
Technology and
Research and Development
Our company was founded by Dr. Paul B. MacCready, the
Chairman of our board of directors and an internationally
renowned innovator who was instrumental in creating our culture.
For over 35 years, this culture has enabled us to attract
and retain highly-motivated, talented employees and has
established our reputation as an innovator. This reputation for
innovation has been acknowledged through a variety of awards and
special citations, including Oak Ridge National
Laboratory’s Small Business Innovator award in 2002, a
“Cool Companies” award from Fortune Magazine in 2004,
the World Technology Award for Energy in 2004, DARPA’s
Sustained Excellence by a Performer award in 2005 and Automotive
News’s PACE award in 2006.
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The innovations of our company and Founder include, among
others: the world’s first effective human-powered and
manned solar-powered airplanes; the first modern consumer
electric car (the EV1 prototype for General Motors); the
world’s highest flying airplane in level flight, Helios, a
solar-powered UAS that reached over 96,000 feet in 2001;
and, more recently, the world’s first liquid
hydrogen-powered UAS. The Smithsonian Institution has selected
six vehicles developed by us and our Founder for its permanent
collection. Our history of innovation excellence is the result
of our creative and skilled employees whom we encourage to
innovate and develop new technologies.
Our primary areas of technological competence, UAS and efficient
electric energy, represent the sum of numerous technical skills
and capabilities that help to differentiate our approach and
product offerings. The following table highlights a number of
our key technological capabilities:
|
UAS
Technology
|
Efficient
Electric Energy Technology
|
|
|
• Lightweight, low speed
aerostructures and
|
• Battery management and chemistries | |
|
propeller design
|
• Power electronics and controls | |
|
• Miniaturized avionics
and micro/nano
|
• Lightweight electric propulsion | |
|
unmanned aircraft systems
|
• Thermal management | |
|
• Image stabilization
and target tracking
|
• High-density energy packaging | |
|
• Unmanned autonomous
control systems
|
• Electric power generation, storage | |
|
• Payload integration
|
and management | |
|
• Hydrogen propulsion
systems and high-
|
• Charging algorithms | |
|
pressure-ratio turbochargers
|
• On/off grid controls | |
|
• Stratospheric flight
operations
|
• Controls integration and systems | |
|
• Fluid dynamics
|
engineering | |
|
• System integration and
optimization
|
• System integration and optimization |
We follow a formal process to evaluate new ideas and inventions
that ultimately includes review by an intellectual property and
commercialization committee to determine if a technology,
product or solution is commercially feasible. A fundamental part
of this process of innovation is a well-defined screening
process that helps business managers identify commercial
opportunities that support current or desired technological
capabilities. Similarly, we manage new product and business
concepts through a rigorous commercialization process that
governs spending, resources, time and intellectual property
considerations. An important element of our commercialization
process is ensuring that our technology and business development
activities are strongly linked to customer needs in attractive
growth markets. Throughout the process we revalidate our
customer requirement assumptions to ensure that the products and
services we ultimately deliver are of high value.
As a result of our commitment to research and development, we
possess an extensive portfolio of intellectual property in the
form of patents, trade secrets, copyrights and trademarks across
a broad range of unmanned aircraft system and advanced energy
technologies. As of July 29, 2006, we had 58 issued
patents, 32 in-process patents and 38 patents pending
disclosure. In many cases, we opt to protect our intellectual
property through trade secrets as opposed to publication.
For the fiscal years ended April 30, 2004, 2005 and 2006,
our internal research and development spending amounted to 4%,
9% and 12%, respectively, of our revenue, and customer-funded
research and development spending amounted to an additional 36%,
10% and 8%, respectively, of our revenue.
Products and
Services
We provide system solutions that typically include hardware,
software, training, service, spare parts and ongoing support
designed to help our customers operate more effectively and
efficiently.
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Small
UAS
Products. Each system in our small UAS
portfolio typically includes three aircraft, a ground control
unit and an array of spare parts and accessories. Our small UAS
consist of:
|
Flight |
||||||||||||||||||||||
|
Primary |
Wingspan |
Weight |
Standard |
Range |
Time |
|||||||||||||||||
|
Small UAS
Product
|
Customers
|
(ft.)
|
(lbs.)
|
Recovery
|
Sensors
|
(mi.)(1)
|
(min.)(1)
|
|||||||||||||||
|
Raven
|
U.S. Army, U.S. SOCOM | 4.5 | 4.2 | Vertical autonomous landing capable | Electro-optical or infrared | 6.0 | 90 | |||||||||||||||
|
Dragon Eye
|
U.S. Marine Corps | 3.8 | 5.9 | Horizontal autonomous landing capable | Electro-optical or infrared | 3.0 | 60 | |||||||||||||||
|
Swift
|
U.S. SOCOM | 3.8 | 5.9 | Horizontal autonomous landing capable | Electro-optical or infrared | 3.0 | 60 | |||||||||||||||
|
Wasp
|
U.S. Army, U.S. Marine Corps, U.S. Navy, U.S. SOCOM | 1.3 | 0.6 | Horizontal autonomous landing capable (ground or water) | Electro-optical | 2.4 | 30 | |||||||||||||||
|
Puma
|
U.S. Navy, U.S. SOCOM | 8.5 | 12.5 | Vertical autonomous landing capable (ground or water) | Dual electro-optical and infrared | 6.0 | 240 | |||||||||||||||
| (1) | Represents minimum customer-mandated specifications for all operating conditions. In optimal conditions, the performance of our products may significantly exceed these specifications. |
Raven, Dragon Eye and Swift provide
comparable flight durations, range, portability and payload
capability. Dragon Eye, the first small UAS to win a
U.S. military competitive bid program of record, was
designed to meet the specifications of the U.S. Marine
Corps, and led to the development of a SOCOM version called
Swift. Raven, a lighter UAS with
increased capability, was subsequently developed for, and
selected by, the U.S. Army and SOCOM as their designated
small UAS. Recently, the U.S. Marines announced their
intention to transition to Raven from Dragon Eye.
Wasp is the smallest of our products, providing maximum
portability and the most rapid assembly and launch. Puma
delivers the longest flight duration and greatest payload
capacity in a larger configuration. Each of these new products
was designed to address unique mission requirements identified
through extensive and ongoing contact with our customers and
users.
Maintenance and Operations. We provide
spare parts as well as repair, refurbishment and replacement
services for damaged small UAS through our logistics operation.
We designed our logistics operation to minimize supply chain
delays and provide our customers with spare parts, replacement
aircraft and support whenever and wherever they need them. We
developed an Internet-accessible logistics system that provides
our customers with the status of their returned products and
their inventory that we help manage. This secure system also
provides recent parts and repairs history and tracks usage data
to enable inventory optimization forecasting. Our Simi Valley,
California facility, which also serves as the primary depot for
repairs and spare parts, is currently supplemented by a forward
supply depot in Iraq. Through July 29, 2006, we succeeded
in maintaining greater than 90% operational availability
(percentage of time when a small UAS is available and ready for
a mission) for the U.S. Army’s Raven fleet, as
determined by the DoD. This support portion of our business
continues to grow rapidly as the total number of hours that our
small UAS are utilized increases. For the fiscal year ended
April 30, 2006, our logistics operations accounted for 21%
of our revenue.
Training. We provide complete training
services to support all of our small UAS. Our highly-skilled
instructors typically have extensive military experience. We
deploy training teams throughout the continental United States
and abroad to support our customers’ wide variety of
training needs on both production and development stage systems.
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PosiCharge
Fast Charge Systems
Our PosiCharge solutions include dedicated fast charge systems
that support a heavy-duty vehicle from a single port, as well as
multi-port fast charge systems that support as many as 16
vehicles at a time. By supporting multiple vehicles from a
single building connection, and by amortizing the cost of the
power conditioning component over multiple charge ports, we are
able to reduce system cost to customers where this approach
supports their fleet strategy.
PosiCharge ELT. ELT, our original fast
charge product, is designed to safely deliver the highest
current (up to 600 amps) to electric forklifts, such as
counterbalance or “sit-down” trucks, used in
heavy-duty applications.
PosiCharge DVS. Capable of charging
either one vehicle at a time at up to 500 amps or two vehicles
simultaneously at up to 320 amps each, DVS is designed to
deliver lower up-front installation and ongoing utility costs
when compared to other single vehicle fast chargers. Because DVS
is a high-current, stand-alone system, it is capable of
supporting a variety of specific charging needs, including
isolated vehicles in remote areas, smaller fleets requiring
smaller systems and heavy-duty applications with variable usage
patterns.
PosiCharge MVS. MVS, a multiple-port,
multi-vehicle fast charge system, is designed for charging
low-to-medium-duty
electric industrial vehicles, such as pallet jacks, reach trucks
and tow motors, in distribution, warehousing, and general
manufacturing settings. Each system is capable of charging up to
16 vehicles at the same time and is designed to deliver greater
cost-savings as the number of vehicles simultaneously charged
increases, as compared to competitive charging systems, which
are currently capable of charging only up to eight vehicles at
the same time.
PosiCharge SVS. A cost-effective fast
charge solution for lower voltage, high-usage vehicles such as
pallet jacks and tuggers, SVS has a compact footprint and
provides up to 200 amps of current through its single port.
PosiCharge GSE. Ruggedized for outdoor
use in extreme weather conditions, GSE is designed to deliver
all the benefits of our MVS product to the airport ground
support equipment market.
Accessories. In addition to fast charge
systems, we offer a variety of accessories to help our customers
integrate PosiCharge into their operations. Single point,
automatic watering systems ensure that battery electrolyte is
maintained at an optimal level and that watering occurs at the
optimal time, thereby contributing to battery health and
reducing labor costs associated with manual watering. Charge
indicator lights provide fleet supervisors with color codes
visible from a distance that indicate the status of the
battery’s charge. Battery-mounted fans for use with the
heaviest-duty types of vehicles keep these batteries cool to
improve battery performance. Cable management options and
charger stands provide customers the flexibility to install
PosiCharge in the most accessible location.
Installation and Post-Sale Services. We
offer our customers installation services for all of our
PosiCharge fast charge systems. In addition, we also offer
service contracts, which we typically outsource to authorized
service providers located in close proximity to our customers,
and we provide
24-hour
technical telephone support, technician dispatch and service
coordination.
Energy
Technology Center
Our Energy Technology Center provides contract engineering
services to internal and external customers. In addition to
generating revenue, these contract services enhance our
technical skills and capabilities, enabling us to conduct
internal research and development to support existing products
and to create new products to satisfy new market needs. Our
Energy Technology Center products include a line of advanced
electric load and sink systems used to test batteries, electric
motors and fuel cell systems.
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Contract Engineering Services. We
actively pursue internal and externally funded projects that
help us to strengthen our technological capabilities. We submit
bids to large research customers such as Lockheed Martin, the
U.S. Air Force and the U.S. Army for projects that we
believe have future commercial application. While these projects
typically add to our operating margin, we are not seeking to
grow this service offering at this time.
Power Processing Systems. Our Power
Processing Systems represent a mature product line of advanced
electric load and sink systems that are used mainly by research
and development organizations in the public and private sectors
to test batteries, electric motors and fuel cell systems. Power
Processing Systems customers include many of the world’s
largest automotive manufacturers, including General Motors, as
well as the U.S. government.
Research,
Development and Commercialization Projects
One important aspect of our technology research and development
activity is the development and commercialization of innovative
solutions that we believe can become new products and open
opportunities for us to enter large new markets or accelerate
the growth of our current products. We invest in an active
pipeline of these commercialization projects that range in
maturity from technology validation to early market adoption. We
cannot predict when, if ever, these projects will be
successfully commercialized, or the level of capital
expenditures they could require, which could be substantial.
Four new products that we have been developing are described
below.
Global Observer. Global Observer
is a high-altitude, long-endurance UAS under development to
address the critical need for affordable,
24-hour,
365-days-a-year
persistent communications and ISR. The product of years of
research with both our own and U.S. government-sponsored
development funding, we believe Global Observer to be the
world’s first liquid hydrogen-powered UAS. The production
configuration now under development is designed to operate at
65,000 feet for over a week between landings. We expect its
extreme efficiency and endurance (three to four times the
longest flight time of existing fixed-wing aerial options) to
result in dramatically lower operating and total life cycle
costs for missions where persistent communications or
surveillance is critical. The Global Observer platform is
intended to be the equivalent of a
twelve-mile-high,
low-cost, redeployable satellite, providing a footprint of
coverage of up to 600 miles in diameter and capable of
providing a broad array of services, including high-speed
broadband data, video and voice relay and ISR. We expect these
capabilities to provide the foundation for multiple high-value
applications including communications relay and ISR missions for
defense and homeland security, storm tracking,
telecommunications infrastructure, wildfire detection/tracking
and disaster recovery services.
Switchblade. We are developing a
hand-held, lethal small UAS with the ability to eliminate a
target quickly and with minimal collateral damage through
detonation of an onboard explosive. This system would be
launched by a single individual and operated through our
standard ground control unit. Switchblade is designed to
allow the operator to identify a threat on the ground control
unit, lock-on to it and neutralize it by triggering an
autonomous terminal guidance phase. We believe that recent
combat experience in urban environments indicates that such a
capability would be of great value and could significantly
improve the ability to neutralize hostile elements such as
snipers, machine guns and mortar launchers.
Digital Data Link. We are developing a
robust, packet-switched, digital network module designed for
extremely small size, weight, power and latency requirements
that would enable it to operate on our small UAS. By switching
to digital technology from the current analog technology
employed in our small UAS, each small UAS will be enabled to
operate as an
IP-addressable
node on a broad, wireless network facilitating the transmission
of information between and among multiple small UAS, their
operators and other remote parties. Other advantages of the
switch to digital technology include reduced bandwidth usage for
transmissions relative to analog transmissions, resulting in the
ability to simultaneously operate more small UAS in closer
proximity than was previously possible.
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Architectural Wind. Recognizing the
limited options available for renewable energy generation in
urban environments, our engineers and scientists are utilizing
our high efficiency electric powertrain and propeller design
capabilities to create a new type of wind energy system that can
be installed on buildings. The result is Architectural
Wind, a small, modular wind turbine designed to take
advantage of wind over buildings to provide renewable
electricity in a more cost-effective manner. Initial market
exploration has revealed significant interest in this product,
which has a visually compelling design.
Sales and
Marketing
Our marketing strategy is to increase awareness of our brand
among key target market segments and to associate AeroVironment
with innovation, flexibility, agility and the ability to deliver
new technology solutions that improve operational effectiveness.
Our reputation for innovation is a key component of our brand
and has been acknowledged through a variety of awards and
recognized in numerous articles in domestic and international
publications. We have registered the trademarks
AeroVironment®
and
PosiCharge®
and have submitted several other applications for trademark
registration, including for AV, Global Observer
and Architectural Wind.
Small
UAS
We organize our U.S. small UAS business development team
members by customer and product and have team members located in
California, Colorado, Florida and Virginia, where they are in
close proximity to customers they support. Supporting our
business development team members are our program managers, who
are organized by product and focus on designing optimal
solutions and contract fulfillment, as well as internalizing
feedback from customers and users. By maintaining assigned
points of contact with our customers, we believe that we are
able to enhance our relationships, service existing contracts
effectively and gain vital feedback to improve our
responsiveness and product offerings.
We are increasing our sales efforts abroad and have contracted
with international sales representatives who now cover most of
Australia, Canada, East Asia, Europe and the Middle East.
Internationally, we have sold our small UAS in markets including
Australia, France and Italy. For the fiscal years ended
April 30, 2004, 2005 and 2006, domestic sales of our small
UAS amounted to 93.6%, 97.6% and 99.7% of our UAS revenue,
respectively.
PosiCharge
Fast Charge Systems
We primarily sell our PosiCharge products through a dedicated,
direct sales force whose members are located in Arizona,
California, Georgia, Illinois, Michigan, New York, North
Carolina, Tennessee and Texas to address their respective
regions or industries efficiently. The sales team targets large
entities with the potential for domestic and international
enterprise adoption of our solutions. In addition to our direct
customer sales, we also employ a regional sales team that
coordinates distribution of PosiCharge systems through numerous
battery dealers. These dealers’ relationships with, and
proximity to, our customers’ facilities enable them to sell
our solutions and provide post-sale service to our customers. We
believe that these dealers are well suited to address the large
number of smaller and geographically dispersed customers with
industrial vehicle fleets. When evaluating a facility for its
ability to benefit from PosiCharge, we perform a detailed
analysis of the customer’s operations. This analysis allows
us to quantify the benefit projected for a PosiCharge
implementation, helping customers to determine for themselves if
the business case is sufficiently compelling. For the fiscal
years ended April 30, 2004, 2005 and 2006, domestic sales
of PosiCharge amounted to 91.3%, 93.0% and 93.2% of our
PosiCharge fast charge systems revenue, respectively.
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Backlog
Our historical backlog at the dates shown consisted of the
following:
| As of April 30, | As of July 29, | |||||||||||
|
2005
|
2006
|
2006
|
||||||||||
| (In thousands) | ||||||||||||
|
Funded
|
$ | 70,418 | $ | 79,699 | $ | 79,768 | ||||||
|
Unfunded
|
262,801 | 475,469 | 457,275 | |||||||||
|
Total
|
$ | 333,219 | $ | 555,168 | $ | 537,043 | ||||||
Our backlog is comprised of funded and unfunded amounts provided
in our contracts. We define funded backlog as unfilled firm
orders for products and services for which funding currently is
appropriated to us under the contract by the customer. We define
unfunded backlog as the total remaining potential order amounts
under indefinite delivery indefinite quantity, or IDIQ,
contracts. Because of possible future changes in delivery
schedules
and/or
cancellations of orders, backlog at any particular date is not
necessarily representative of actual sales to be expected for
any succeeding period, and actual sales for the year may not
meet or exceed the backlog represented. As described under
“Government Contracting Process,” IDIQs do not
obligate the U.S. government to purchase goods or services.
As of July 29, 2006, our funded backlog was
$79.8 million as compared to $60.7 million as of
July 30, 2005. Of our funded backlog as of July 29,
2006, approximately 93% is expected to be delivered in this
fiscal year.
Manufacturing and
Operations
We pursue a common manufacturing strategy across our product
lines, focusing on rapid prototyping, supply chain management,
final assembly, quality systems and testing. Using concurrent
engineering techniques within an integrated product team
structure, we rapidly prototype design concepts and products to
produce products at reduced cost and optimize our designs for
manufacturing requirements, mission capabilities and customer
specifications. Within this framework, we develop our products
with feedback and input from manufacturing, supply chain
management, key suppliers, logistics personnel and customers. We
rapidly incorporate this feedback and input into the design
before tooling is finalized and full-rate production begins. As
a result, we believe that we can significantly reduce the time
required to move a product from its design phase to full-rate
production deliveries with high reliability, quality and yields.
We outsource certain production activities, such as the
fabrication of structures and the manufacture of subassemblies
and payloads, to qualified suppliers with whom we have long-term
relationships. This outsourcing enables us to focus on final
assembly and test processes for our products, ensuring high
levels of quality and reliability. We believe that our efficient
supply chain is a significant strength of our manufacturing
strategy. We have forged strong relationships with our key
suppliers that we believe will allow us to continue to grow our
manufacturing capabilities and execute on our growth plans. We
continue to expand upon our suppliers’ expertise to improve
our existing products and develop new solutions. We rely on both
single and multiple suppliers for certain components and
subassemblies. All of our manufacturing operations incorporate
quality programs and processes to increase acceptance rates,
reduce lead times and lower cost.
UAS
Manufacturing and Operations
We have successfully developed the manufacturing infrastructure
to execute production of both new products at low initial rates
and high-volume, full-rate production programs. For example, in
2003, we invested in the infrastructure necessary to transition
from low-rate prototype small UAS production to full-rate
production, successfully increasing production from 15 aircraft
per month to 200 per month
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Table of Contents
in only six months to meet customer demand. By drawing upon
experienced personnel from our PosiCharge and Energy Technology
Center groups and levering our prior ISO certification,
integrated supply chain strategy, document control systems, and
process control methodologies into this new manufacturing
effort, we laid the groundwork for a high volume, efficient
production environment. Presently, our small UAS manufacturing
is performed at our 85,000 square foot manufacturing
facility established in 2005 in Simi Valley, California. This
ISO 9001:2000 certified manufacturing facility, with over 150
employees, is currently producing approximately 200 aircraft per
month and is designed to accommodate demand up to 1,000 aircraft
per month.
PosiCharge
Fast Charge Systems Manufacturing and Operations
We perform final assembly and testing of our PosiCharge fast
charge systems at a 20,000 square foot, ISO 9001:2000
certified facility located in Monrovia, California. We designed
this facility for flexibility, using a work cell model for final
assembly, and have included fixtures optimized for final testing.
Employees
As of July 29, 2006, we had 447 full-time employees,
of whom 134 were research and development/engineering, 43 were
sales and marketing, 178 were operations and 92 were general and
administrative. Of these employees, 134 have engineering
degrees, 53 have advanced engineering degrees, and 85 have
U.S. government security clearances. We believe that we
have a good relationship with our employees.
Facilities
All of our facilities are leased. Our corporate headquarters are
located in Monrovia, California where we lease approximately
13,000 square feet under an agreement expiring in September
2010. We have several other leased facilities in Monrovia that
house our PosiCharge and Energy Technology Center businesses.
These facilities have total square footage of approximately
50,000 square feet and leases that expire between the end
of 2006 and 2010.
Our principal UAS facilities are located in Simi Valley,
California. They consist of an 85,000 square foot research
and development, manufacturing and logistics facility, the lease
for which expires in 2009, and a 26,000 square foot
dedicated research and development facility, the lease for which
expires in late 2006.
We additionally have small leased offices in Florida, Hawaii,
Texas and Virginia for training, business development and sales.
We believe that our current leased facilities and additional or
alternative space available to us will be adequate to meet our
needs for the foreseeable future.
Competition
We believe that the principal competitive factors in the markets
for our products and services include product performance,
features, acquisition cost, lifetime operating cost, including
maintenance and support, ease of use, integration with existing
equipment, quality, reliability, customer support, brand and
reputation.
The market for small UAS is evolving rapidly and subject to
changing technologies, shifting customer needs and expectations
and the potential introduction of new products. We believe that
a number of established domestic and international defense
contractors have developed or are developing small UAS that have
and will continue to compete directly with our products. Some of
these contractors have significantly more financial and other
resources than we possess. Our current principal small UAS
competitors include Advanced Ceramics Research, Inc., Applied
Research Associates, Inc., Elbit Systems Ltd., L-3
Communications Holdings Inc. and Lockheed Martin Corporation. We
do not view large UAS such as Northrop Grumman
Corporation’s Global Hawk, General Atomics,
Inc.’s Predator, The Boeing Company’s
ScanEagle and AAI Corporation’s Shadow as
direct competitors because they perform different missions and
are not hand launched and controlled, although we cannot be
certain that these platforms will not become direct competitors
in the future.
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The primary direct competitors to PosiCharge are other fast
charge suppliers, including Aker Wade Power Technologies LLC,
Minit-Charger, a subsidiary of Edison International, and
PowerDesigners, LLC. Some of the major industrial battery
suppliers have begun to align themselves with fast charge
suppliers, creating a potentially more significant source of
competition.
In addition, PosiCharge competes against the traditional method
of battery changing. Competitors in this area include suppliers
of battery changing equipment and infrastructure, designers of
battery changing rooms, battery manufacturers and dealers who
may experience reduced sales volume because PosiCharge
eliminates the need for extra batteries.
Regulation
Due to the fact that we contract with the DoD and other agencies
of the U.S. government, we are subject to extensive federal
regulations, including the Federal Acquisition Regulations,
Defense Federal Acquisitions Regulations, Truth in Negotiations
Act, Foreign Corrupt Practices Act, False Claims Act and the
regulations promulgated under the DoD Industrial Security
Manual, which establishes the security guidelines for classified
programs and facilities as well as individual security
clearances.
In addition, due to the nature of the products and services we
provide, we are subject to further U.S. government
regulation, including by the Federal Aviation Administration,
which regulates airspace for all air vehicles, by the National
Telecommunications and Information Administration and Federal
Communications Commission, which regulate the wireless
communications upon which our small UAS depend, and under the
International Traffic in Arms Regulations, which regulate the
export of controlled technical data, defense articles and
defense services. The Federal Aviation Administration currently
requires that small UAS comply with the rules for
radio-controlled hobby aircraft that require small UAS to
maintain flight altitude below 400 feet above the ground
and the operator to maintain line of sight on the aircraft at
all times it is in flight. The Federal Aviation Administration
is in the process of drafting updated regulations specifically
for small UAS operations in support of military, civil
and/or
commercial applications. These new regulations will affect the
extent to which small UAS may be used for certain applications.
We have engaged in discussions with the Federal Aviation
Administration to help ensure that these new regulations allow
for the maximum safe utilization of our small UAS.
Recently, the DCMA informed us that, under the terms of our DoD
contracts, the government parties with whom we are contracting
are required to obtain a certificate of authorization for flight
tests of our small UAS outside of military installations. If our
DoD customers are unable to obtain such a certificate, we may
not be able to perform our flight tests without incurring the
additional costs of transporting our small UAS products to
military installations.
Certain of these regulations carry substantial penalty
provisions, including suspension or debarment from government
contracting or subcontracting for a period of time if we are
found to be in violation. We carefully monitor all of our
contracts and contractual efforts to minimize the possibility of
any violation of these regulations.
Furthermore, our
non-U.S. operations
are subject to the laws and regulations of foreign
jurisdictions, which may include regulations that are more
stringent than those imposed by the U.S. government on our
U.S. operations.
We are currently being audited by the DCMA with respect to our
system for the care, control and accountability of government
property. The DCMA has identified certain corrective actions to
be taken with respect to our current system, which we are in the
process of implementing.
Legal
Proceedings
We are not currently a party to any material legal proceedings.
We are, however, subject to lawsuits from time to time in the
ordinary course of business.
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GOVERNMENT
CONTRACTING PROCESS
We sell the significant majority of our small UAS products and
services as the prime contractor under contracts with the
U.S. government. Certain important aspects of our
government contracts are described below.
Bidding
Process
We are awarded government contracts typically through a
competitive bidding process. The U.S. government awards
competitive-bid contracts based on proposal evaluation criteria
established by the procuring agency. Competitive-bid contracts
are awarded after a formal bid and proposal competition among
providers. Interested contractors prepare a bid and proposal in
response to the agency’s request for proposal or request
for information. A bid and proposal is usually prepared in a
short time period in response to a deadline and requires the
extensive involvement of numerous technical and administrative
personnel. Following award, competitive-bid contracts may be
challenged by unsuccessful bidders.
Single and multiple award indefinite delivery indefinite
quantity, or IDIQ, contracts are contract forms used to obtain
commitments from contractors to provide certain products or
services on pre-established terms and conditions. Under IDIQ
contracts, the U.S. government issues task orders for
specific services or products it needs and the contractor
supplies products or services in accordance with the previously
agreed terms. IDIQ contracts do not obligate the
U.S. government to purchase goods or services. The
competitive process to obtain task orders is limited to the
pre-selected contractors. If the IDIQ contract has a single
prime contractor, then the award of task orders is limited to
that contractor. If the contract has multiple prime contractors,
then the award of the task order is competitively determined
among only those prime contractors. IDIQ contracts often have
multi-year terms and unfunded ceiling amounts, therefore
enabling but not committing the U.S. government to purchase
substantial amounts of products and services from one or more
contractors. In 2004 we became the sole provider under a
five-year IDIQ contract to provide Raven to the
U.S. Army. This contract provides for estimated purchases
of up to $282.6 million, of which orders in the amount of
$58.8 million had been placed with us as of July 29,
2006.
We are currently the sole provider under the only two programs
of record established by the DoD for small UAS, a 2006
U.S. Army/SOCOM contract for Raven and a 2003
U.S. Marine Corps contract for Dragon Eye. As
programs of record, these contracts have been made part of the
five-year budget cycle, meaning that the amounts allocated for
purchases under these contracts will be funded during the
five-year cycle, absent affirmative action by these customers or
Congress to change the budgeted amount.
Material
Government Contract Provisions
The funding of U.S. government programs is subject to
congressional appropriations. Although multi-year contracts may
be authorized in connection with major procurements, Congress
generally appropriates funds on a fiscal year basis, even though
a program may continue for many years. Consequently, programs
are often only partially funded initially, and additional funds
are committed only as Congress makes further appropriations.
All contracts with the U.S. government contain provisions,
and are subject to laws and regulations, that give the
government rights and remedies not typically found in commercial
contracts, including rights that allow the government to:
| • | terminate existing contracts for convenience, which affords the U.S. government the right to terminate the contract in whole or in part anytime it wants for any reason or no reason, as well as for default; | |
| • | reduce or modify contracts or subcontracts, if its requirements or budgetary constraints change; |
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| • | cancel multi-year contracts and related orders, if funds for contract performance for any subsequent year become unavailable; | |
| • | claim rights in products and systems produced by its contractors if the contract is cost reimbursable and the contractor produces the products or systems during the performance of the contract; | |
| • | adjust contract costs and fees on the basis of audits completed by its agencies; | |
| • | suspend or debar a contractor from doing business with the U.S. government; and | |
| • | control or prohibit the export of products. |
Generally, government contracts are subject to oversight audits
by government representatives. Provisions in these contracts
permit termination, in whole or in part, without prior notice,
at the government’s convenience or upon contractor default
under the contract. Compensation in the event of a termination,
if any, is limited to work completed at the time of termination.
In the event of termination for convenience, the contractor may
receive a certain allowance for profit on the work performed.
Government
Contract Categories
We have three types of government contracts, each of which
involves a different payment methodology and level of risk
related to the cost of performance. These basic types of
contracts are typically referred to as fixed-price contracts,
cost reimbursable contracts (including cost-plus-fixed fee,
cost-plus-award fee, and cost-plus-incentive fee) and
time-and-materials
contracts.
Fixed-Price
These contracts are not subject to adjustment by reason of costs
incurred in the performance of the contract. With this type of
contract, we assume the risk that we will not be able to perform
at a cost below the fixed-price, except for costs incurred
because of contract changes ordered by the customer. Upon the
U.S. government’s termination of a fixed-price
contract, generally we would be entitled to payment for items
delivered to and accepted by the U.S. government and, if
the termination is at the U.S. government’s
convenience, for payment of fair compensation for work performed
plus the costs of settling and paying claims by any terminated
subcontractors, other settlement expenses and a reasonable
allowance for profit on the costs incurred.
Cost
Reimbursable
Cost reimbursable contracts include cost-plus-fixed fee
contracts, cost-plus-award fee contracts and cost-plus-incentive
fee contracts. Under each type of contract, we assume the risk
that we may not be able to recover costs if they are not
allowable under the contract terms or applicable regulations, or
if the costs exceed the contract funding.
| • | Cost-plus-fixed fee contracts are cost reimbursable contracts that provide for payment of a negotiated fee that is fixed at the inception of the contract. This fixed fee does not vary with actual cost of the contract, but may be adjusted as a result of changes in the work to be performed under the contract. This contract type poses less risk of loss than a fixed-price contract, but our ability to win future contracts from the procuring agency may be adversely affected if we fail to perform within the maximum cost set forth in the contract. | |
| • | A cost-plus-award fee contract is a cost reimbursable contract that provides for a fee consisting of a base amount (which may be zero) fixed at inception of the contract and an award amount, based upon the government’s satisfaction with the performance under the contract. With this type of contract, we assume the risk that we may not receive the award fee, or only a portion of it, if we do not perform satisfactorily. |
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| • | A cost-plus-incentive fee contract is a cost reimbursable contract that provides for an initially negotiated fee to be adjusted later by a formula based on the relationship of total allowable costs to total target costs. |
We typically experience lower profit margins and lower risk
under cost reimbursable contracts than under fixed-price
contracts. Upon the termination of a cost reimbursable contract,
generally we would be entitled to reimbursement of our allowable
costs and, if the termination is at the U.S. government’s
convenience, a total fee proportionate to the percentage of work
completed under the contract.
Time-and-Materials
Under a
time-and-materials
contract, our compensation is based on a fixed hourly rate
established for specified labor or skill categories. We are paid
at the established hourly rates for the hours we expend
performing the work specified in the contract. Labor costs,
overhead, general and administrative costs and profit are
included in the fixed hourly rate. Materials, subcontractors,
travel and other direct costs are reimbursed at actual costs
plus an amount for material handling. We make critical pricing
assumptions and decisions when developing and proposing
time-and-materials
labor rates. We risk reduced profitability if our actual costs
exceed the costs incorporated into the fixed hourly labor rate.
One variation of a standard
time-and-materials
contract is a
time-and-materials,
award fee contract. Under this type of contract, a positive or
negative incentive can be earned based on achievement against
specific performance metrics.
The table below shows our UAS revenue for the periods indicated
by government contract type:
|
Fiscal Year
Ended |
Three Months |
|||||||||||||||
| April 30, |
Ended
July 29, |
|||||||||||||||
|
2004
|
2005
|
2006
|
2006
|
|||||||||||||
|
Fixed-price contracts
|
63 | % | 88 | % | 60 | % | 74 | % | ||||||||
|
Cost reimbursable contracts
|
36 | % | 12 | % | 39 | % | 25 | % | ||||||||
|
Time-and-materials
contracts
|
1 | % | — | 1 | % | 1 | % | |||||||||
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MANAGEMENT
Executive
Officers and Directors
The following table sets forth certain information about our
executive officers and directors:
|
Name
|
Age
|
Position
|
||||
|
Paul B. MacCready
|
80 | Founder and Chairman of the Board of Directors | ||||
|
Timothy E. Conver
|
63 | President, Chief Executive Officer and Director | ||||
|
Stephen C. Wright
|
49 | Vice President of Finance, Chief Financial Officer and Secretary | ||||
|
John F. Grabowsky
|
59 | Executive Vice President and General Manager, Unmanned Aircraft Systems | ||||
|
Patrick R. Dellario
|
49 | Vice President and General Manager, PosiCharge Systems | ||||
|
Joseph S. Edwards
|
59 | Vice President and General Manager, Energy Technology Center | ||||
|
Cathleen S. Cline
|
47 | Vice President of Administration | ||||
|
Joseph F.
Alibrandi(1)(3)
|
77 | Director | ||||
|
Kenneth R.
Baker(1)(2)
|
59 | Director | ||||
|
Arnold L.
Fishman(1)(2)(3)
|
61 | Director | ||||
|
Murray
Gell-Mann(2)(3)
|
77 | Director | ||||
|
Charles R. Holland
|
60 | Director | ||||
| (1) | Member of the audit committee. | |
| (2) | Member of the compensation committee. | |
| (3) | Member of the nominating and corporate governance committee. |
Executive
Officers
Paul B. MacCready founded AeroVironment in 1971.
Dr. MacCready is an inventor and entrepreneur who has
become known as the “father of human-powered flight”
for his Gossamer Condor, which in 1977 made the first sustained
controlled flight powered solely by its pilot’s muscles.
Dr. MacCready has received numerous honors including the
Engineer of the Century Gold Medal from the American Society of
Mechanical Engineers, the NASA Public Service Grand Achievement
Award and Aviation Week’s Aerospace Laureate designation.
In addition, Dr. MacCready was selected Graduate of the
Decade by the California Institute of Technology and was named
one of the 100 greatest minds of the 20th century by Time
Magazine. He received a B.S. from Yale and an M.S. in physics
and Ph.D. in aeronautics from the California Institute of
Technology.
Timothy E. Conver has served as our President since 1991
and as our Chief Executive Officer and a member of our board of
directors since 1993. Prior to joining AeroVironment,
Mr. Conver served as President of Whittaker Electronic
Resources, a supplier of engineered products for military
electronics and industrial instrumentation, for ten years.
Mr. Conver is a graduate of the University of Montana and
has an M.B.A. from the University of California, Los Angeles.
Stephen C. Wright has served as our Vice President of
Finance, Chief Financial Officer and Secretary since September
2002. Prior to joining us, Mr. Wright served as the Senior
Vice President of Finance and Chief Financial Officer of L-3
PrimeWave Communications, a fixed wireless equipment provider,
from January 2002 to August 2002 and as the Vice President of
Finance and Chief Financial Officer of Cellotape, a hi-tech
component and label manufacturer, from May 2001 to November
2001. Prior to joining Cellotape, Mr. Wright also served as
the Chief Financial Officer of both Adicom Wireless, a fixed
wireless equipment provider, and Globalstar L.P., a wireless
telecom service provider.
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Mr. Wright has a B.S. in business from California State
University Northridge and an M.B.A. from San Diego State
University.
John F. Grabowsky joined us in April 2003, serving
initially as our Director of Programs from April 2003 to March
2004, as our Vice President and General Manager, Unmanned
Aircraft Systems from April 2004 to August 2006, and since
September 2006 as our Executive Vice President and General
Manager, Unmanned Aircraft Systems. Prior to joining us,
Mr. Grabowsky served as the Vice President and General
Manager of the OptoElectronics business unit of Teledyne
Technologies Incorporated, a leading provider of sophisticated
electronics and communications products, systems engineering
solutions, and aerospace products and components, from March
2000 to April 2003. From 1997 to 2000, he served as the Vice
President of Teledyne’s Broadband Communications division.
Mr. Grabowsky has a B.S. in electrical engineering from
Lehigh University.
Patrick R. Dellario has served as our Vice President and
General Manager, PosiCharge Systems since April 2002. Prior to
joining us, Mr. Dellario served in several positions of
responsibility with H.R. Textron, a manufacturer of customized
hydraulic, pneumatic, fuel management and electromechanical
products and solutions for the aerospace and defense industry,
including most recently as the General Manager of Servo, Fuel
and Pneumatic Products from 1997 to April 2002.
Mr. Dellario has a B.S. in mechanical engineering from the
University of Kentucky and an M.B.A. from Pepperdine University.
Joseph S. Edwards has served as our Vice President and
General Manager, Energy Technology Center since July 2002, prior
to which he served as our Chief Financial Officer starting in
1996. Before joining us, Mr. Edwards was the Controller of
Space Systems/Loral, a leading designer, manufacturer, and
integrator of geostationary satellites and satellite systems.
Mr. Edwards has a B.S. in economics from Hofstra University
and an M.B.A. from Fairleigh Dickinson University.
Cathleen S. Cline has served as our Vice President of
Administration since 1992. Prior to joining us, Ms. Cline
was the Human Resources Manager at both Whittaker Electronic
Resources and the law firm of O’Melveny & Myers
LLP. Ms. Cline has a B.S. in psychology and a B.S. in
business management from the University of Oregon.
Board of
Directors
Joseph F. Alibrandi has served as a member of our board
of directors since 1999. Mr. Alibrandi has served as the
Chief Executive Officer of Alibrandi Associates, a money
management firm, since 1999 and is the former Chairman and Chief
Executive Officer of Whittaker Corporation, a leading designer
and manufacturer of a broad range of fluid control devices and
systems for both commercial and military aircraft, as well as
various industrial applications. Mr. Alibrandi has also
served as a director of BancAmerica Corporation, Burlington
Northern Santa Fe Corp., Jacobs Engineering, Catellus
Development Corp., as Chairman of the Board of the Federal
Reserve Bank of San Francisco, the International Policy
Committee of the U.S. Chamber of Commerce, the California
Business Roundtable’s Task Force on Education and as
Co-Chairman of President Reagan’s Grace Commission.
Mr. Alibrandi has a B.S. in mechanical engineering from
Massachusetts Institute of Technology.
Kenneth R. Baker has served as a member of our board of
directors since 1994. Mr. Baker has served as President and
Chief Executive Officer of the Altarum Institute, a
not-for-profit
research institution, since 1999 and prior to that served in a
variety of engineering, research and executive management
positions with General Motors Corporation, including as program
manager of its EV1 program, Vice President of Global Research
and Development, and Vice President/General Manager of its
Distributed Energy business venture. Mr. Baker is also a
member of the board of directors and chair of the audit
committee of Millennium Cell, Inc., and a member of the board of
directors of the Center for Automotive Research, the National
Coalition for Advanced Manufacturing and several other
philanthropic organizations. Mr. Baker has a B.S. in
mechanical engineering from Clarkson University.
Arnold L. Fishman has served as a member of our board of
directors since 1998. Mr. Fishman is the Founder of
Lieberman Research Worldwide, a leading market research firm in
the western United
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States, Interviewing Service of America, a supplier of market
survey services, and Location Production Services, Inc., a firm
that co-produces films and arranges specialized financial
transactions in Croatia. Mr. Fishman has served as the
Chairman of Lieberman Research Worldwide, Interviewing Service
of America and Opinionsite.com since 1979, 1983 and 1999,
respectively and has been a member of Summit Selling Systems and
Location Production Services, Inc. since June 2005 and 2000,
respectively. Mr. Fishman has a B.S. in psychology from
Brooklyn College.
Murray Gell-Mann has served as a member of our board of
directors since 1971. Dr. Gell-Mann is a Co-Founder of the
Santa Fe Institute, which is devoted to the
interdisciplinary study of scientific problems related to
simplicity and complexity and to adaptation and evolution, where
he has served as a Distinguished Fellow since 1993.
Dr. Gell-Mann is a Professor Emeritus of Theoretical
Physics at the California Institute of Technology, a member of
the U.S. National Academy of Sciences, a recipient of the
Research Corporation Award and the Franklin Medal of the
Franklin Institute and a 1969 Nobel Prize recipient for physics
for his work on the theory of elementary particles.
Dr. Gell-Mann is also a member of the Council on Foreign
Relations and has served on the President’s Science
Advisory Committee and the President’s Council of Advisors
on Science and Technology. In addition, as one of the directors
(1979 to 2002) of the John D. and Catherine T. MacArthur
Foundation, Dr. Gell-Mann helped found the World Resources
Institute, which conducts policy studies on global environmental
problems. Dr. Gell-Mann has a B.S. in physics from Yale
University and a Ph.D. in physics from Massachusetts Institute
of Technology.
Charles R. Holland has served as a member of our board of
directors since May 2004. General Holland retired as Commander,
Headquarters U.S. Special Operations Command in November
2003 and currently serves as an independent consultant for
various entities, including as a consultant of ours since
February 2004. Prior to his retirement, Mr. Holland was
responsible for all special operations forces of the Army, Navy
and Air Force, both active duty and reserve. Mr. Holland
serves on the board of directors of General Atomics, Inc. and
Protonex Technology Corporation and as an advisor to both
Aerospace Integration Corp., a subsidiary of MTC Technologies,
and Camber Corporation. Mr. Holland has a B.S. in
aeronautical engineering from the U.S. Air Force Academy,
an M.S. in business management from Troy State University (W.
Germany) and an M.S. in astronautical engineering from the Air
Force Institute of Technology.
Board
Composition
Our board of directors is currently composed of seven members,
including five non-employee members, our current Chief Executive
Officer, Timothy E. Conver, and our Founder, Paul B. MacCready.
Upon completion of this offering, our amended and restated
certificate of incorporation will provide for a classified board
of directors consisting of three classes of directors, each
serving staggered three-year terms. As a result, a portion of
our board of directors will be elected each year. To implement
the classified structure, prior to the consummation of the
offering, two of the nominees to the board will be appointed to
one-year terms, two will be appointed to two-year terms and
three will be appointed to three-year terms. Thereafter,
directors will be elected for three-year terms. Our Class I
directors, whose terms will expire at the 2007 annual meeting of
stockholders, will
be
and .
Our Class II directors, whose terms will expire at the 2008
annual meeting of stockholders, will
be
and .
Our Class III directors, whose terms will expire at the
2009 annual meeting of stockholders, will
be ,
and .
Board
Committees
Our board of directors has established three committees: the
audit committee, the compensation committee and the nominating
and corporate governance committee. Our board of directors may
establish other committees to facilitate the management of our
business.
Audit Committee. Our audit committee
consists of Messrs. Alibrandi (chair and audit committee
financial expert), Baker and Fishman, each of whom our board of
directors has determined is
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independent within the meaning of the independent director
standards of the SEC and The Nasdaq Stock Market LLC. This
committee’s main function is to oversee our accounting and
financial reporting processes, internal systems of control,
independent registered public accounting firm relationships and
the audits of our financial statements. This committee’s
responsibilities include:
| • | selecting and hiring our independent registered public accounting firm; | |
| • | evaluating the qualifications, independence and performance of our independent registered public accounting firm; | |
| • | reviewing and approving the audit and non-audit services to be performed by our independent registered public accounting firm; | |
| • | reviewing the design, adequacy, implementation and effectiveness of our internal controls established for finance, accounting, legal compliance and ethics; | |
| • | reviewing the design, adequacy, implementation and effectiveness of our critical accounting and financial policies; | |
| • | overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; | |
| • | reviewing with management and our independent registered public accounting firm our annual and quarterly financial statements; | |
| • | reviewing with management and our independent registered public accounting firm any earnings announcements or other public announcements concerning our operating results; | |
| • | preparing the audit committee report that the SEC will require in our annual proxy statements; and | |
| • | reviewing and approving any related party transactions. |
Compensation Committee. Our
compensation committee consists of Messrs. Baker and
Fishman (chair) and Dr. Gell-Mann, each of whom our board
of directors has determined is independent within the meaning of
the independent director standards of The Nasdaq Stock Market
LLC. This committee’s purpose is to assist our board of
directors in determining the development plans and compensation
for our senior management and directors and recommend these
plans to our board. This committee’s responsibilities
include:
| • | reviewing and recommending compensation and benefit plans for our officers and compensation policies for members of our board of directors and board committees; | |
| • | reviewing the terms of offer letters and employment agreements and arrangements with our officers; | |
| • | setting performance goals for our officers and reviewing their performance against these goals; | |
| • | evaluating the competitiveness of our executive compensation plans and periodically reviewing executive succession plans; and | |
| • | preparing the report that the SEC will require in our annual proxy statements. |
Nominating and Corporate Governance
Committee. Our nominating and corporate
governance committee consists of Messrs. Alibrandi and
Fishman and Dr. Gell-Mann (chair), each of whom our board
of directors has determined is independent within the meaning of
the independent director standards of The Nasdaq Stock Market
LLC. This committee’s purpose is to assist our board by
identifying individuals qualified to become members of our board
of directors, consistent with criteria
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set by our board, and to develop our corporate governance
principles. This committee’s responsibilities include:
| • | evaluating the composition, size and governance of our board of directors and its committees and making recommendations regarding future planning and the appointment of directors to our committees; | |
| • | administering a policy for considering stockholder nominees for election to our board of directors; | |
| • | evaluating and recommending candidates for election to our board of directors; | |
| • | overseeing our board of directors’ performance and self-evaluation process; and | |
| • | reviewing our corporate governance principles and providing recommendations to the board regarding possible changes. |
Compensation
Committee Interlocks and Insider Participation
None of the members of our compensation committee at any time
has been one of our executive officers or employees. None of our
executive officers currently serves, or in the past year has
served, as a member of the board of directors or compensation
committee of any entity that has one or more executive officers
serving on our board of directors or compensation committee. Our
entire board of directors made all compensation decisions prior
to the creation of our compensation committee.
Director
Compensation
Our non-employee directors are currently paid $1,000 for each
board meeting they attend and $500 for each committee meeting
they attend. In addition, all of our directors are reimbursed
for their
out-of-pocket
expenses incurred in connection with such services. We have
awarded options to purchase our common stock to our non-employee
directors on two occasions in the last three fiscal years. In
June 2004, we awarded each of Messrs. Alibrandi, Baker,
Fishman and Holland and Dr. Gell-Mann options to
purchase shares
of our common stock at an exercise price of
$ per share. In October 2005,
we awarded each of Messrs. Alibrandi, Baker and Fishman and
Dr. Gell-Mann options to
purchase shares
of our common stock and Mr. Holland options to purchase
shares of our common stock, all at an exercise price of
$ per share.
Following this offering, directors who are not our employees or
who are not otherwise affiliated with us will receive
compensation that is commensurate with arrangements offered to
directors of companies that are similar to us. Compensation
arrangements for independent directors established by our board
may be in the form of cash payments
and/or
option grants.
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Executive
Compensation
The following table shows compensation information for our Chief
Executive Officer and each of our four other most
highly-compensated executive officers, measured by base salary
and annual bonus, for the fiscal year ended April 30, 2006.
We refer to these officers in this prospectus as our named
executive officers.
Summary
Compensation Table
|
Long-Term |
||||||||||||||||||||
| Compensation | ||||||||||||||||||||
| Annual Compensation |
Securities |
|||||||||||||||||||
|
Name
and |
Other
Annual |
Underlying |
All
Other |
|||||||||||||||||
|
Principal
Position
|
Salary
|
Bonus
|
Compensation(1)
|
Options
|
Compensation
|
|||||||||||||||
|
Paul B. MacCready
|
$ | 249,054 | $ | 900,000 | $ | — | $ | — | $ | 6,713 | (2) | |||||||||
|
Founder and Chairman of the Board
|
||||||||||||||||||||
|
Timothy E. Conver
|
258,461 | 1,350,000 | — | — | 8,874 | (3) | ||||||||||||||
|
President and Chief Executive
Officer
|
||||||||||||||||||||
|
Stephen C. Wright
|
202,174 | 87,500 | — | — | 11,224 | (4) | ||||||||||||||
|
Chief Financial Officer
|
||||||||||||||||||||
|
John F. Grabowsky
|
205,150 | 100,000 | — | 8,092 | (5) | |||||||||||||||
|
Executive Vice President and
General Manager, Unmanned Aircraft Systems
|
||||||||||||||||||||
|
Patrick R. Dellario
|
208,281 | 59,500 | — | 10,149 | (6) | |||||||||||||||
|
Vice President and General Manager,
PosiCharge Systems
|
||||||||||||||||||||
| (1) | Pursuant to applicable SEC regulations, perquisites and other personal benefits are omitted because they did not exceed the lesser of either $50,000 or 10% of total annual salary and bonus. | |
| (2) | Consists of: (a) a matching payment of $3,909 to our 401(k) plan; (b) $332 representing the value of personal use of company-owned automobile; and (c) $2,472 representing the total value of premium payments for coverage under our group term life plan. | |
| (3) | Consists of: (a) a matching payment of $4,387 to our 401(k) plan; (b) $2,508 representing the value of personal use of company-owned automobile; and (c) $1,979 representing the total value of premium payments for coverage under our group term life plan. | |
| (4) | Consists of: (a) a matching payment of $10,691 to our 401(k) plan; and (b) $533 representing the total value of premium payments for coverage under our group term life plan. | |
| (5) | Consists of: (a) a matching payment of $6,802 to our 401(k) plan; and (b) $1,290 representing the total value of premium payments for coverage under our group term life plan. | |
| (6) | Consists of: (a) a matching payment of $9,699 to our 401(k) plan; and (b) $450 representing the total value of premium payments for coverage under our group term life plan. |
Option Grants in
Last Fiscal Year
The following table sets forth information regarding grants of
stock options to each of the named executive officers during the
fiscal year ended April 30, 2006. All options included on
the table have
70
Table of Contents
an exercise price equal to no less than the fair market value of
our common stock, as determined by our board of directors, on
the date of grant.
Potential realizable value is based upon an assumed initial
public offering price of our common stock of
$ per share, the midpoint of
the range set forth on the cover page of this prospectus.
Potential realizable values are net of exercise prices, but
before taxes associated with exercise. Amounts representing
hypothetical gains are those that could be achieved if options
are exercised at the end of the option term. The assumed 5% and
10% rates of stock price appreciation are provided in accordance
with the rules of the SEC based on the assumed initial offering
price and do not represent our estimate or projection of our
future stock price. We cannot assure you that any of the values
in the table will be achieved. Actual gains, if any, on stock
option exercises will depend on the future performance of our
common stock and overall stock market conditions.
The percentage of total options granted to our employees in the
last fiscal year is based on options to purchase an aggregate
of shares
of common stock granted under our equity incentive plans to our
employees during the fiscal year ended April 30, 2006.
| Individual Grants | ||||||||||||||||||||||||
|
% of Total |
Potential
Realizable |
|||||||||||||||||||||||
|
Number of |
Options |
Value at
Assumed |
||||||||||||||||||||||
|
Shares |
Granted to |
Annual Rates of
Stock |
||||||||||||||||||||||
|
Underlying |
Employees |
Exercise |
Price
Appreciation for |
|||||||||||||||||||||
|
Options |
In Last |
Price Per |
Expiration |
Options
Term
|
||||||||||||||||||||
|
Name
|
Granted
|
Fiscal
Year
|
Share
|
Date
|
5% | 10% | ||||||||||||||||||
|
Paul B. MacCready
|
— | — | $ | — | — | $ | — | $ | — | |||||||||||||||
|
Timothy E. Conver
|
— | — | — | — | — | — | ||||||||||||||||||
|
Stephen C. Wright
|
— | — | — | — | — | — | ||||||||||||||||||
|
John F. Grabowsky
|
23.8 | 10/21/15 | ||||||||||||||||||||||
|
Patrick R. Dellario
|
7.9 | 10/21/15 | ||||||||||||||||||||||
Aggregate
Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table describes for the named executive officers
the number and value of securities that they received upon
exercise of options during the fiscal year ended April 30,
2006, and the number and value of securities underlying
exercisable and unexercisable options held by them as of
April 30, 2006. The value realized and the value of
unexercised
in-the-money
options at April 30, 2006 are based on the assumed initial
public offering price of
$ per share less the per
share exercise price, multiplied by the number of shares issued
or issuable, as the case may be, upon exercise of the option.
|
Number of |
Number of
Securities |
Value of
Unexercised
In-the- |
||||||||||||||||||||||
|
Shares |
Underlying
Unexercised |
Money Options
at |
||||||||||||||||||||||
|
Acquired on |
Value |
Options at April 30, 2006 | April 30, 2006 | |||||||||||||||||||||
|
Name
|
Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
|
Paul B. MacCready
|
— | $ | — | — | — | $ | — | $ | — | |||||||||||||||
|
Timothy E. Conver
|
— | — | ||||||||||||||||||||||
|
Stephen C. Wright
|
||||||||||||||||||||||||
|
John F. Grabowsky
|
||||||||||||||||||||||||
|
Patrick R. Dellario
|
— | — | ||||||||||||||||||||||
Employee
Benefit and Stock Plans
We currently have three plans pursuant to which we provide
equity compensation to our employees, consultants and directors,
the AeroVironment, Inc. Nonqualified Stock Option Plan, or
Option Plan; the AeroVironment, Inc. 2002 Equity Incentive Plan,
or Equity Plan; and the AeroVironment, Inc. Directors’
Nonqualified Stock Option Plan, or Directors Plan, and
collectively with the Option Plan and the Equity Plan, the Prior
Plans. In connection with this offering, we will be adopting a
2006 Equity Incentive Plan, or 2006 Plan. Upon adoption of the
2006 Plan, no further options will be
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Table of Contents
granted under the Prior Plans. On July 29, 2006, options to
purchase shares of our common stock remained outstanding under
the Prior Plans.
2006
Plan
Prior to the completion of this offering, our board of directors
and stockholders will approve the 2006 Plan. Once approved, the
2006 Plan will terminate on the earlier of ten years after
stockholder approval or when the board of directors terminates
the 2006 Plan. The 2006 Plan will provide for the grant of
incentive stock options, or ISOs, as defined in Section 422
of the Internal Revenue Code of 1986, as amended, or the Code,
nonstatutory stock options, restricted stock, restricted stock
units, stock appreciation rights, or SARs, deferred stock,
dividend equivalent rights, performance awards and stock
payments, which we collectively refer to as awards, to our
employees, consultants and directors.
Share Reserve. The 2006 Plan will
reserve for issuance upon grant or exercise of awards up
to shares
of our common stock. Once the 2006 Plan becomes subject to
Section 162(m) of the Code, no more
than shares
may be granted pursuant to awards which are intended to be
performance based compensation within the meaning of Code
Section 162(m) to any one participant in a twelve-month
period. The shares subject to the 2006 Plan, the limitations on
the number of shares that may be awarded under the 2006 Plan and
shares and option prices subject to awards outstanding under the
2006 Plan will be adjusted as the plan administrator deems
appropriate to reflect stock dividends, stock splits,
combinations or exchanges of shares, mergers, consolidations,
spin-offs, recapitalizations, or other distributions of Company
assets. As of the date hereof, no shares of common stock or
awards have been granted under the 2006 Plan.
Shares withheld for taxes, shares used to pay the exercise price
of an option in a net exercise and shares tendered to us to pay
the exercise price of an option or other award may be available
for future grants of awards under the 2006 Plan. In addition,
shares subject to stock awards that have expired, been forfeited
or otherwise terminated without having been exercised may be
subject to new awards. Shares issued under the 2006 Plan may be
previously authorized but unissued shares or reacquired shares
bought on the open market or otherwise.
Administration. Generally, the
compensation committee of our board will administer the 2006
Plan. However, with respect to awards made to our non-employee
directors or to individuals subject to Section 16 of the
Exchange Act, the full board will act as the administrator of
the 2006 Plan. The compensation committee or the full board, as
appropriate, has the authority to
| • | select the individuals who will receive awards; | |
| • | determine the type or types of awards to be granted; | |
| • | determine the number of awards to be granted and the number of shares to which the award relates; | |
| • | determine the terms and conditions of any award, including the exercise price and vesting; | |
| • | determine the terms of settlement of any award; | |
| • | prescribe the form of award agreement; | |
| • | establish, adopt or revise rules for administration of the 2006 Plan; | |
| • | interpret the terms of the 2006 Plan and any matters arising under the 2006 Plan; and | |
| • | make all other decisions and determinations as may be necessary to administer the 2006 Plan. |
The compensation committee may delegate its authority to grant
or amend awards with respect to participants other than senior
executive officers, employees covered by Section 162(m) of
the Code or the officers to whom the authority to grant or amend
awards has been delegated.
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The compensation committee, with the approval of the board, may
also amend the 2006 Plan. Amendments to the 2006 Plan are
subject to stockholder approval to the extent required by law,
or The Nasdaq Stock Market LLC Marketplace Rules. Additionally,
stockholder approval will be specifically required to increase
the number of shares available for issuance under the 2006 Plan
or to extend the term of an option beyond ten years.
Eligibility. Awards under the 2006 Plan
may be granted to individuals who are our employees or employees
of our subsidiaries, our non-employee directors and our
consultants and advisors. However, options which are intended to
qualify as ISOs may only be granted to employees.
Awards. The following will briefly
describe the principal features of the various awards that may
be granted under the 2006 Plan.
| • | Options — Options provide for the right to purchase our common stock at a specified price, and usually will become exercisable in the discretion of the compensation committee in one or more installments after the grant date. The option exercise price may be paid in cash, by check, shares of our common stock which have been held by the option holder for at least six months, other property with value equal to the exercise price, through a broker assisted cashless exercise or such other methods as the committee may approve from time to time. The committee may at any time substitute SARs for options granted under the 2006 Plan. Options may take two forms, nonstatutory options, or NSOs, and ISOs. ISOs will be designed to comply with the provision of the Code and will be subject to certain restrictions contained in the Code in order to qualify as ISOs. Among such restrictions, ISOs must: |
| • | have an exercise price not less than the fair market value of our common stock on the date of grant, or if granted to certain individuals who own or are deemed to own at least 10% of the total combined voting power of all of our classes of stock (10% stockholders), then such exercise price may not be less than 110% of the fair market value of our common stock on the date of grant; | |
| • | be granted only to our employees and employees of our subsidiary corporations; | |
| • | expire within a specified time following the option holder’s termination of employment; | |
| • | be exercised within ten years after the date of grant, or with respect to 10% stockholders, five years after the date of grant; and | |
| • | not be first exercisable during any calendar year for more than $100,000 worth of our common stock, determined based on the exercise price at the time the option is granted. |
No ISO may be granted under the 2006 Plan after ten years from
the date the 2006 Plan is approved by our stockholders.
| • | Restricted Stock — A restricted stock award is the grant of shares of our common stock that, during a restricted period, is nontransferable and, unless otherwise determined by the compensation committee at the time of award, may be forfeited upon termination of employment or service. The committee shall determine in the award agreement whether the participant will be entitled to vote the shares of restricted stock and/or receive dividends on such shares. | |
| • | Stock Appreciation Rights — SARs provide for payment to the holder based upon increases in the price of our common stock over a set base price. Payment for SARs may be made in cash, our common stock or any combination of the two. | |
| • | Restricted Stock Units — Restricted stock units represent the right to receive shares of our common stock at a specified date in the future, subject to forfeiture of such right. If the restricted stock unit has not been forfeited, then on the date specified in the restricted stock award we will deliver to the holder of the restricted stock unit unrestricted shares of our common stock, which will be freely transferable. |
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| • | Dividend Equivalents — Dividend equivalents represent the value of the dividends per share we pay, calculated with reference to the number of shares covered by an award (other than a dividend equivalent award) held by the participant. | |
| • | Performance Awards — Performance awards are denominated in shares of our common stock and are linked to satisfaction of performance criteria established by the compensation committee. If the committee determines that the award is intended to meet the requirements of “qualified performance based compensation” and therefore be deductible under Section 162(m) of the Code, then the performance criteria upon which the award will be based shall be with reference to any one or more of the following: net earnings (either before or after interest, taxes, depreciation and amortization), economic value-added (as determined by the committee), sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, return on assets (net or gross), return on stockholders’ equity, return on sales, gross or net profit margin, productivity, expense margins, operating efficiency, customer satisfaction, working capital, earnings per share, price per share, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. |
Change in Control. All awards granted
under the 2006 Plan will become exercisable in full upon the
occurrence of a change in control (as defined in the 2006 Plan),
unless the award is assumed by any successor in such change in
control, or the award agreement otherwise provides. In
connection with a change in control, the compensation committee
may cause the awards to terminate but shall give the holder of
the awards the right to exercise their outstanding awards or
receive their other rights under the awards outstanding for some
period of time prior to the change in control, even though the
awards may not be exercisable or otherwise payable.
Additionally, the committee may provide that all restrictions
imposed on some or all shares of restricted stock or restricted
stock units shall lapse.
Adjustment upon Certain Events. The
number and kind of securities subject to an award and the
exercise price or base price may be adjusted at the discretion
of the compensation committee to reflect any stock dividend,
stock split, combination or exchange of shares, merger,
consolidation, spin-off, recapitalization or other distribution
(other than normal cash dividends) of our assets to
stockholders, or other similar changes affecting the shares. In
addition, upon such events the committee may provide for
(1) the termination of any awards in exchange for cash
equal to the amount the holder would otherwise be entitled to if
they had exercised the award, (2) the full vesting,
exercisability or payment of any award, (3) the assumption
of such award by any successor, (4) the replacement of such
award with other rights or property, (5) the adjustment of
the number, type of shares
and/or the
terms and conditions of the awards which may be granted in the
future or (6) the cessation of the ability of awards to
vest or become exercisable or payable after such event.
Awards not Transferable. Generally the
awards may not be pledged, assigned or otherwise transferred
other than by will or by laws of descent and distribution. The
compensation committee may allow awards other than ISOs to be
transferred for estate or tax planning purposes to members of
the holder’s family, charitable institutions or trusts for
the benefit of family members. In addition, the committee may
allow awards to be transferred to so-called “blind
trusts” by a holder of an award who is terminating
employment in connection with the holder’s service with the
government, an educational or other non-profit institution.
Miscellaneous. As a condition to the
issuance or delivery of stock or payment of other compensation
pursuant to the exercise or lapse of restrictions on any award,
we require participants to discharge all applicable withholding
tax obligations. Shares held by or to be issued to a participant
may also be used to discharge tax withholding obligations.
The 2006 Plan will expire and no further awards may be granted
after the tenth anniversary of its approval by our stockholders
or, if later, the approval by our board of directors.
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Table of Contents
Prior
Plans
We currently
have
options to purchase our common stock outstanding under the Prior
Plans and have the ability to grant awards up
to
additional shares reserved for issuance under the Prior Plans.
The kind and number of shares of stock subject to the Prior
Plans and the awards thereunder, and the exercise price of any
option may be adjusted to reflect any changes in our
capitalization due to reorganization, recapitalization,
reclassification, stock split, reverse stock split, stock
dividend, merger, consolidation, spin-off, combination,
repurchase, liquidation, dissolution, sale, transfer or exchange
of all or substantially all assets, issuance of warrants or
other rights to purchase, or other similar events.
The Equity Plan provides for grants to employees, directors and
consultants of options and restricted stock. The Option Plan
provides for grants of options to employees and the Directors
Plan provides for grants of options to directors. At this time
only options remain outstanding under the Prior Plans. The Prior
Plans are currently administered by our board, but following the
consummation of this offering the compensation committee of the
board will have responsibility for administering the Prior
Plans. Upon a change in control, all options granted under the
Prior Plans will either be assumed by any successor or if not so
assumed, will fully vest and become exercisable.
Our board has the right to amend and terminate the Prior Plans.
In connection with the adoption of the 2006 Plan, our board will
terminate the Prior Plans. Upon such termination no further
options or stock purchase rights may be granted under the Prior
Plans, although any options previously granted will remain
outstanding and exercisable in accordance with their terms.
401(k)
Plan
We sponsor a tax-qualified employee savings and retirement plan,
or 401(k) plan, that covers all eligible employees. Under the
plan, highly-compensated employees may contribute up to 20% of
their cash compensation and non-highly-compensated employees may
contribute up to 25% of their cash compensation. We provide
matching payments of up to 5.75% of individual employee’s
contributions on a
dollar-for-dollar
basis for fiscal years in which we are profitable and on a fifty
cents on the dollar basis for fiscal years in which we are not
profitable. Our expenses related to this plan amounted to
$673,000, $724,000 and $918,000 for the fiscal years ended
April 30, 2004, 2005 and 2006, respectively.
Retiree
Medical Plan
We sponsor participation in a third-party provided retiree
medical plan by the Chairman of our board of directors and our
Chief Executive Officer. This plan will provide supplemental
medical coverage for each of the participants and their spouses.
Coverage under the plan will be effective for each of the
participants upon their retirement.
Pension
Plan
On August 19, 2005, we established a supplemental executive
retirement plan for the benefit of Dr. MacCready, our
Founder and the Chairman of our board of directors. Pursuant to
the terms of this plan, in the event that Dr. MacCready
retires between July 1, 2006 and July 1, 2007, he will
be entitled to receive an annual retirement benefit payable by
us in the amount of $200,000. The amount of the annual
retirement benefit payable to Dr. MacCready is subject to
annual cost of living increases based upon the Consumer Price
Index. This plan will terminate automatically upon completion of
this offering without any payment to Dr. MacCready.
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Table of Contents
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Other than compensation agreements and other arrangements which
are described as required in “Management” and the
transactions described below, since May 1, 2003, there has
not been, and there is not currently proposed, any transaction
or series of similar transactions to which we were or will be a
party in which:
| • | the amount involved exceeded or will exceed $60,000; and | |
| • | a director, executive officer, holder of 5% or more of any class of our capital stock or any member of their immediate family had or will have a direct or indirect material interest. |
All of the transactions set forth below were approved by a
majority of the board of directors, including a majority of the
independent and disinterested members of the board of directors.
We believe that we have executed all of the transactions set
forth below on terms no less favorable to us than we could have
obtained from unaffiliated third parties. It is our intention to
ensure that all future transactions between us and our officers,
directors and principal stockholders and their affiliates, are
approved by a majority of the board of directors, including a
majority of the independent and disinterested members of the
board of directors, and are on terms no less favorable to us
than those that we could obtain from unaffiliated third parties.
Limitation of
Liability and Indemnification of Officers and
Directors
As permitted by Section 102 of the Delaware General
Corporation Law, we intend to adopt provisions to our amended
and restated certificate of incorporation and amended and
restated bylaws which limit or eliminate the personal liability
of our directors for a breach of their fiduciary duty of care as
directors. The duty of care generally requires that when acting
on behalf of the corporation, directors exercise an informed
business judgment based on all material information reasonably
available to them. Consequently, a director will not be
personally liable to us or our stockholders for monetary damages
or breach of fiduciary duty as a director, except for liability
for:
| • | any breach of the director’s duty of loyalty to us or our stockholders; | |
| • | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; | |
| • | any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or | |
| • | any transaction from which the director derived an improper personal benefit. |
These limitations of liability, which will be effective upon our
reincorporation in Delaware, do not alter liability under the
federal securities laws and do not affect the availability of
equitable remedies such as injunction or rescission. As
permitted by Section 145 of the Delaware General
Corporation Law, our amended and restated certificate of
incorporation and amended and restated bylaws will authorize us
to indemnify our officers, directors and other agents to the
fullest extent permitted under Delaware law and provide that:
| • | we may indemnify our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; | |
| • | we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and | |
| • | the rights provided in our bylaws are not exclusive. |
Contemporaneous with the completion of this offering, we intend
to enter into indemnification agreements with each of our
executive officers and directors which will be in addition to
and may be broader than the indemnification provided for in our
charter documents. These agreements will provide
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Table of Contents
that we will indemnify each of our directors to the fullest
extent permitted by law and advance expenses to each indemnitee
in connection with any proceeding in which indemnification is
available.
We also maintain general liability insurance that covers certain
liabilities of our directors and officers arising out of claims
based on acts or omissions in their capacities as directors or
officers and intend to obtain a policy of directors’ and
officers’ liability insurance that will be effective upon
completion of this offering which will also cover certain
liabilities arising under the Securities Act. Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling
the registrant pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
These provisions may discourage stockholders from bringing a
lawsuit against our directors for breach of their fiduciary
duty. These provisions may also have the effect of reducing the
likelihood of derivative litigation against directors and
officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a
stockholder’s investment may be adversely affected to the
extent we pay the costs of settlement and damage awards against
directors and officers pursuant to these indemnification
provisions. We believe that these provisions, the
indemnification agreements and the insurance are necessary to
attract and retain talented and experienced directors and
officers.
At present, there is no pending litigation or proceeding
involving any of our directors, officers, employees or agents in
which any of them is seeking indemnification from us, nor are we
aware of any threatened litigation or proceeding that may result
in a claim for indemnification.
Transactions with
Officers and Directors
On July 29, 2004, we entered into a voting agreement with
certain of our stockholders, including the P. and J. MacCready
Living Trust (Restated), of which Dr. Paul B. MacCready,
our Founder and the Chairman of our board of directors, is the
trustee, and the Whiting Family Limited Partnership, of which
our Chief Executive Officer, Timothy E. Conver, is a limited
partner. Pursuant to this agreement, the stockholders named
above agreed to vote their shares of our common stock as
directed by the Whiting Family Limited Partnership. This
agreement will terminate automatically upon completion of this
offering.
On November 1, 2005, we entered into a consulting agreement
with one of our directors, Charles R. Holland. Pursuant to this
agreement, Mr. Holland performs consulting services for us
on a general basis and with respect to particular individual
projects assigned by us. During the fiscal year ended
April 30, 2006 and the three months ended July 29,
2006, we paid to Mr. Holland approximately $258,000 and
$53,000, respectively, in consulting fees pursuant to the terms
of this agreement. On February 1, 2004, we entered a
similar consulting agreement with Mr. Holland, pursuant to
which we paid Mr. Holland consulting fees of approximately
$34,000 and $242,000 during the fiscal years ended
April 30, 2004 and 2005, respectively.
In June 2004, we provided a loan to our Chief Executive Officer,
Timothy E. Conver, in the amount of $599,357 to facilitate the
exercise of certain stock options held by Mr. Conver. The
principal balance plus accrued interest was repaid in full in
April 2005.
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PRINCIPAL AND
SELLING STOCKHOLDERS
The following table sets forth information about the beneficial
ownership of our common stock at July 29, 2006 and as
adjusted to reflect the sale of the shares of common stock in
this offering, for:
| • | each person, or group of affiliated persons known to us to be the beneficial owner of more than 5% of our common stock; | |
| • | each of our named executive officers; | |
| • | each of our directors; | |
| • | all of our executive officers and directors as a group; and | |
| • | each selling stockholder. |
Unless otherwise noted below, the address of each beneficial
owner listed on the table is c/o AeroVironment, Inc.,
181 W. Huntington Drive, Suite 202, Monrovia, CA
91016.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the
persons and entities named in the tables below have sole voting
and investment power with respect to all shares of common stock
that they beneficially own, subject to applicable community
property laws.
We have based our calculation of the percentage of beneficial
ownership on 1,935,289 shares of common stock outstanding
on July 29, 2006
and shares
of common stock outstanding upon completion of this offering,
the latter of which includes an aggregate
of shares
of common stock to be sold by certain selling stockholders in
this offering that will be issued upon the exercise of
outstanding options. In computing the number of shares of common
stock beneficially owned by a person and the percentage
ownership of that person, we deemed outstanding shares of common
stock subject to options held by that person that are currently
exercisable or exercisable as of September 27, 2006, which
is 60 days after July 29, 2006. We did not deem these
shares outstanding, however, for the purpose of computing the
percentage ownership of any other person. Beneficial ownership
representing less than 1% is denoted with an asterisk (*).
Please see “Certain Relationships and Related Party
Transactions” for a description of the material
relationships between us and the selling stockholders.
|
Shares
Beneficially |
||||||||||||||||||||
|
Owned Prior to
the |
Shares
Beneficially |
|||||||||||||||||||
|
Offering
|
Shares Being |
Owned After the
Offering
|
||||||||||||||||||
|
Beneficial
Owner
|
Number
|
Percentage
|
Sold(12)
|
Number
|
Percentage
|
|||||||||||||||
|
5% Stockholders:
|
||||||||||||||||||||
|
Taylor Family Trust, dated
September 8,
1993(1)
|
179,825 | 9.3 | % | |||||||||||||||||
|
Directors and Named Executive
Officers:
|
||||||||||||||||||||
|
Paul B.
MacCready(2)
|
811,762 | 41.9 | ||||||||||||||||||
|
Timothy E.
Conver(3)
|
669,003 | 34.6 | ||||||||||||||||||
|
Stephen C.
Wright(4)
|
14,000 | * | ||||||||||||||||||
|
John F.
Grabowsky(5)
|
9,600 | * | ||||||||||||||||||
|
Patrick R.
Dellario(6)
|
10,000 | * | ||||||||||||||||||
|
Joseph F.
Alibrandi(7)
|
7,400 | * | ||||||||||||||||||
|
Kenneth R.
Baker(8)
|
7,400 | * | ||||||||||||||||||
|
Arnold L.
Fishman(9)
|
32,400 | 1.7 | ||||||||||||||||||
|
Murray Gell-Mann
|
9,900 | * | ||||||||||||||||||
|
Charles R.
Holland(10)
|
2,000 | * | ||||||||||||||||||
|
Executive officers and directors as
a group (12
persons)(11)
|
1,646,465 | 80.7 | ||||||||||||||||||
78
Table of Contents
|
Shares
Beneficially |
||||||||||||||||||||
|
Owned Prior to
the |
Shares
Beneficially |
|||||||||||||||||||
|
Offering
|
Shares Being |
Owned After the
Offering
|
||||||||||||||||||
|
Beneficial
Owner
|
Number
|
Percentage
|
Sold(12)
|
Number
|
Percentage
|
|||||||||||||||
|
Other Selling
Stockholders:
|
||||||||||||||||||||
| (1) | The address for the Taylor Family Trust, dated September 8, 1993 is 1405 S. Oakland Avenue, Pasadena, CA 91106. | |
| (2) | Includes 439,432 shares held in the P. and J. MacCready Living Trust (Restated), of which Dr. MacCready is the trustee, 23,625 shares held by Ray Morgan, over which Mr. MacCready has voting power pursuant to a proxy granted to him by Mr. Morgan and 116,235 shares held by each of Dr. MacCready’s children, Marshall MacCready, Parker MacCready and Tyler MacCready, over which Dr. MacCready has voting power pursuant to proxies granted to him by his children. | |
| (3) | Includes 545,965 shares held by the Conver Family Trust, of which Mr. Conver is one of the trustees; 109,238 shares held by the Whiting Family Limited Partnership, over which Mr. Conver, as one of its limited partners, has voting control and 4,600 shares held by each of Mr. Conver’s children, Brent Conver, Morgan Conver and Nicholas Conver, over which Mr. Conver has voting power pursuant to a voting agreement. | |
| (4) | Includes options to purchase 11,500 shares of our common stock that are fully vested and immediately exercisable. | |
| (5) | Includes options to purchase 4,000 shares of our common stock that are fully vested and immediately exercisable. | |
| (6) | Includes options to purchase 6,000 shares of our common stock that are fully vested and immediately exercisable. | |
| (7) | Includes options to purchase 7,400 shares of our common stock that are fully vested and immediately exercisable. | |
| (8) | Includes options to purchase 200 shares of our common stock that are fully vested and immediately exercisable. | |
| (9) | Includes options to purchase 200 shares of our common stock that are fully vested and immediately exercisable. | |
| (10) | Includes options to purchase 2,000 shares of our common stock that are fully vested and immediately exercisable. | |
| (11) | Includes options to purchase 45,000 shares of our common stock held by Joseph S. Edwards that are fully vested and immediately exercisable. Includes options to purchase 28,000 shares of our common stock held by Cathleen S. Cline that are fully vested and immediately exercisable. | |
| (12) | If the underwriters’ over-allotment option is exercised in full, the additional shares sold would be allocated among the selling stockholders as follows: |
|
Shares Subject
to |
||||
|
the
Over-allotment |
||||
|
Selling
Stockholders
|
Option
|
|||
If the underwriters’ over-allotment option is exercised in
part, the additional shares sold would be allocated pro rata
based upon the share amounts set forth in the preceding table.
79
Table of Contents
DESCRIPTION OF
CAPITAL STOCK
Upon completion of this offering, after giving effect to filing
of our amended and restated certificate of incorporation, our
authorized capital stock will consist
of shares
of common stock, $0.0001 par value per share,
and shares
of undesignated preferred stock. The following description
summarizes some of the terms of our capital stock. Because it is
only a summary, it does not contain all the information that may
be important to you. For a complete description, you should
refer to our amended and restated certificate of incorporation
and amended and restated bylaws, copies of which have been filed
as exhibits to the registration statement of which the
prospectus is a part.
We plan to reincorporate in the state of Delaware prior to this
offering. The following description of our capital stock gives
effect to the reincorporation and the related changes in our
amended and restated certificate of incorporation and amended
and restated bylaws.
Common
Stock
On July 29, 2006, there
were shares
of common stock outstanding, held of record by 41 stockholders.
After this offering, there will
be shares
of our common stock outstanding.
The holders of our common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of
the stockholders, including the election of directors, and do
not have cumulative voting rights. Accordingly, the holders of a
majority of the shares of common stock entitled to vote in any
election of directors can elect all of the directors standing
for election if they so choose, subject to the rights of any
preferred stockholders. Subject to preferences that may be
applicable to any then-outstanding preferred stock, holders of
common stock are entitled to receive ratably those dividends, if
any, as may be declared by our board of directors out of legally
available funds. Upon our liquidation, dissolution or winding
up, the holders of common stock will be entitled to share
ratably in the net assets legally available for distribution to
stockholders after the payment of all of our debts and other
liabilities of our company, subject to the prior rights of any
preferred stock then outstanding. Holders of common stock have
no preemptive or conversion rights or other subscription rights
and there are no redemption or sinking funds provisions
applicable to the common stock. All outstanding shares of common
stock are, and the common stock to be outstanding upon
completion of this offering will be, fully paid and
nonassessable.
Preferred
Stock
Following the offering, our board of directors will have the
authority, without any action by the stockholders, to issue from
time to time up
to shares
of preferred stock in one or more series and to fix the number
of shares, designations, preferences, powers, and relative,
participating, optional or other special rights and the
qualifications or restrictions thereof. The preferences, powers,
rights and restrictions of different series of preferred stock
may differ with respect to dividend rates, amounts payable on
liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions, and purchase funds and
other matters. The issuance of preferred stock could decrease
the amount of earnings and assets available for distribution to
holders of common stock or adversely affect the rights and
powers, including voting rights, of the holders of common stock,
and may have the effect of delaying, deferring or preventing a
change in control of our company. Holders of shares of preferred
stock may be entitled to receive a preference payment in the
event of our liquidation, dissolution or
winding-up
before any payment is made to the holders of shares of common
stock. The existence of authorized but unissued preferred stock
may enable our board of directors to render more difficult or to
discourage an attempt to obtain control of us by means of a
merger, tender offer, proxy contest or otherwise. For example,
if in the due exercise of its fiduciary obligations, our board
of directors were to determine that a takeover proposal is not
in our best interests, then our board of directors could cause
shares of preferred stock to be issued without stockholder
approval in one or more private offerings or other transactions
that might dilute the voting or other rights of the proposed
80
Table of Contents
acquirer or insurgent stockholder or stockholder group. Upon
consummation of this offering, there will be no shares of
preferred stock outstanding and we have no present intention to
issue any shares of preferred stock.
Anti-Takeover
Effects of Provisions of Our Amended and Restated Certificate of
Incorporation, Our Amended and Restated Bylaws and Delaware
Law
Some provisions of Delaware law and our certificate of
incorporation and bylaws, as amended and restated prior to the
closing of this offering in connection with our reincorporation
in Delaware, will contain provisions that could make the
following transactions more difficult, including acquisition of
us by means of a tender offer, acquisition of us by means of a
proxy contest or otherwise or removal of our incumbent officers
and directors.
These provisions, summarized below, are expected to discourage
coercive takeover practices and inadequate takeover bids. These
provisions also are designed to encourage persons seeking to
acquire control of us to first negotiate with our board of
directors. We believe that the benefits of increased protection
of our potential ability to negotiate with the proponent of an
unfriendly or unsolicited proposal to acquire or restructure us
outweigh the disadvantages of discouraging these proposals
because negotiation of these proposals could result in an
improvement of their terms.
Undesignated
Preferred Stock
The ability to authorize undesignated preferred stock will make
it possible for our board of directors to issue preferred stock
with voting or other rights or preferences that could impede the
success of any attempt to change the control of our company.
These and other provisions may have the effect of deferring
hostile takeovers or delaying changes in control or management
of our company.
Stockholder
Meetings
Our charter documents will provide that a special meeting of
stockholders may be called only by our chairman of the board or
president, or by the president or secretary at the request in
writing by a majority of our board of directors.
Requirements
for Advance Notification of Stockholder Nominations and
Proposals
Our amended and restated bylaws will establish advance notice
procedures with respect to stockholder proposals and the
nomination of candidates for election as directors, other than
nominations made by or at the direction of our board of
directors or a committee of our board of directors.
Elimination of
Stockholder Action by Written Consent
Our amended and restated certificate of incorporation will
eliminate the right of stockholders to act by written consent
without a meeting.
Election and
Removal of Directors
Our board of directors will be divided into three classes. The
directors in each class will serve for a three-year term, one
class being elected each year by our stockholders. For more
information on the classified board, see
“Management — Board Composition.” This
system of electing and removing directors may tend to discourage
a third party from making a tender offer or otherwise attempting
to obtain control of us, because it generally makes it more
difficult for stockholders to replace a majority of the
directors.
81
Table of Contents
Delaware
Anti-Takeover Statute
We plan to reincorporate in Delaware prior to the effective date
of the registration statement of which this prospectus is a
part. Once we reincorporate in Delaware, we will be subject to
the provisions of Section 203 of the Delaware General
Corporation Law which prohibits persons deemed “interested
stockholders” from engaging in a “business
combination” with a Delaware corporation for three years
following the date these persons become interested stockholders.
Generally, an “interested stockholder” is a person
who, together with affiliates and associates, owns, or within
three years prior to the determination of interested stockholder
status did own, 15% or more of a corporation’s voting
stock. Generally, a “business combination” includes a
merger, asset or stock sale, or other transaction resulting in a
financial benefit to the interested stockholder. The existence
of this provision may have an anti-takeover effect with respect
to transactions not approved in advance by our board of
directors.
Amendment of
Charter Provisions
The amendment of any of the above provisions, except for the
provision making it possible for our board of directors to issue
preferred stock, would require approval by holders of at least
662/3%
of our then-outstanding common stock. The provisions of Delaware
law, our amended and restated certificate of incorporation and
our amended and restated bylaws could have the effect of
discouraging others from attempting hostile takeovers and, as a
consequence, they also may inhibit temporary fluctuations in the
market price of our common stock that often result from actual
or rumored hostile takeover attempts. These provisions also may
have the effect of preventing changes in our management. It is
possible that these provisions could make it more difficult to
accomplish transactions that stockholders may deem otherwise to
be in their best interests.
Transfer Agent
and Registrar
The transfer agent and registrar for our common stock
is ,
located
at .
Nasdaq Global
Market Listing
We intend to apply to have our common stock approved for listing
on the Nasdaq Global Market under the symbol “AVAV.”
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Table of Contents
SHARES ELIGIBLE
FOR FUTURE SALE
Prior to this offering, there has been no public market for our
common stock. Future sales of our common stock in the public
market, or the availability of such shares for sale in the
public market, could adversely affect market prices prevailing
from time to time. As described below, only a limited number of
shares will be available for sale shortly after this offering
due to contractual and legal restrictions on resale.
Nevertheless, sales of our common stock in the public market
after such restrictions lapse, or the perception that those
sales may occur, could adversely affect the prevailing market
price at such time and our ability to raise equity capital in
the future.
Sales of
Restricted Shares
Upon completion of this offering, we will
have shares
of common stock outstanding, assuming the issuance
of shares
of common stock offered hereby and the issuance of an aggregate
of shares
of common stock upon exercise of outstanding options that will
be sold by certain selling stockholders in this offering and no
other exercise of options after July 29, 2006. Of these
shares, the shares sold in this offering, plus any additional
shares sold upon exercise of the underwriter’s
over-allotment option, will be freely transferable without
restriction under the Securities Act, unless they are held by
our “affiliates” as that term is used under the
Securities Act and the rules and regulations promulgated
thereunder. The
remaining shares
of common stock held by existing stockholders are restricted
shares. Restricted shares may be sold in the public market only
if registered or if they qualify for an exemption from
registration under Rules 144 or 701 promulgated under the
Securities Act, which rules are summarized below.
As a result of the
lock-up
agreements described below and the provisions of Rule 144,
Rule 144(k) and Rule 701 under the Securities Act, the
shares of our common stock (excluding the shares sold in this
offering) that will be available for sale in the public market
are as follows:
| • | shares will be eligible for immediate sale on the date of this prospectus; | |
| • | shares will be eligible for sale 90 days after the date of this prospectus; | |
| • | shares will be eligible for sale upon the expiration of the lock-up agreements, as more particularly and except as described below, beginning 180 days after the date of this prospectus; and | |
| • | the remaining restricted shares will be eligible for sale from time to time thereafter upon expiration of their respective one-year holding periods. |
Lock-up
Agreements
We, each of our directors and executive officers, the selling
stockholders and certain of our other stockholders, who
collectively
own shares
of our common stock, based on shares outstanding as of
July 29, 2006, have agreed that, without the prior written
consent of Goldman, Sachs & Co. on behalf of the
underwriters, we and they will not, subject to limited
exceptions, during the period ending 180 days after the
date of this prospectus, subject to extension in specified
circumstances:
| • | offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock; or | |
| • | enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock, whether any transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise. |
83
Table of Contents
This 180-day
period may be extended if (1) during the last 17 days
of the
180-day
period we issue an earnings release or material news or a
material event relating to us occurs; or (2) prior to the
expiration of the
180-day
period, we announce that we will release earnings results during
the 16-day
period beginning on the last day of the
180-day
period. The period of such extension will be 18 days,
beginning on the issuance of the earnings release or the
occurrence of the material news or material event.
Any determination to release any shares subject to the
lock-up
agreements would be made on a
case-by-case
basis based on a number of factors at the time of determination,
including the market price of the common stock, the liquidity of
the trading market for the common stock, general market
conditions, the number of shares proposed to be sold and the
timing, purpose and terms of the proposed sale. Goldman,
Sachs & Co., on behalf of the underwriters, may in its
sole discretion and at any time without notice release some or
all of the shares subject to
lock-up
agreements prior to the expiration of the
180-day
period. See “Underwriting.”
In addition, stockholders who collectively
own shares
of our outstanding common stock, as of July 29, 2006, have
agreed to a similar
lock-up
arrangement with us.
We do not currently expect any release of shares subject to
lock-up
agreements prior to the expiration of the applicable
lock-up
periods. Upon the expiration of the applicable
lock-up
periods, substantially all of the shares subject to such
lock-up
restrictions will become eligible for sale, subject to the
limitations discussed above.
Rule 144
In general, under Rule 144 as in effect on the date of this
prospectus, beginning 90 days after the date of this
offering, our affiliates, or a person (or persons whose shares
are aggregated) who has beneficially owned restricted shares (as
defined under Rule 144) for at least one year, is
entitled to sell within any three-month period a number of
shares that does not exceed the greater of one percent of the
then outstanding shares of common stock or the average weekly
trading volume of the common stock on the Nasdaq Global Market
during the four calendar weeks immediately preceding the date on
which notice of the sale is filed with the SEC. Sales under
Rule 144 are subject to requirements relating to the manner
of sale, notice, and the availability of current public
information about us.
Rule 144(k)
A person (or persons whose shares are aggregated) who was not
our affiliate at any time during the 90 days immediately
preceding the sale and who has beneficially owned restricted
shares for at least two years is entitled to sell such shares
under Rule 144(k) without regard to the limitations
described above.
Rule 701
In general, under Rule 701 of the Securities Act as
currently in effect, any of our directors, employees,
consultants or advisors who purchased shares from us in
connection with a compensatory stock or option plan or written
employment agreement is eligible to resell such shares
90 days after the date of the offering in reliance on
Rule 144 by complying with the applicable requirements of
Rule 144 of the Securities Act other than the holding
period conditions. In addition, non-affiliates may sell
Rule 701 shares without complying with the public
information, volume and notice provisions of Rule 144. On
the date 90 days after the effective date of this offering,
options to purchase
approximately shares
of our common stock will be vested and exercisable and upon
exercise and after expiration of the
lock-up
restrictions described above, may be sold pursuant to
Rule 701 of the Securities Act.
84
Table of Contents
Equity Incentive
Plans
We intend to file with the SEC a registration statement on
Form S-8
under the Securities Act to register shares of our common stock
that we may issue upon exercise of outstanding options issued or
reserved for issuance under our Nonqualified Stock Option Plan,
Directors’ Nonqualified Stock Option Plan, 2002 Equity
Incentive Plan and 2006 Equity Incentive Plan. The registration
statement is expected to be filed and become effective as soon
as practicable after the completion of this offering.
Accordingly, shares registered under the registration statement
will be available for sale in the open market following its
effective date, unless such shares are subject to vesting
restrictions, Rule 144 volume limitations or the
180-day
lock-up
arrangement described above, if applicable.
85
Table of Contents
UNDERWRITING
The company, the selling stockholders and the underwriters named
below have entered into an underwriting agreement with respect
to the shares being offered. Subject to certain conditions, each
underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman,
Sachs & Co. is the representative of the underwriters.
|
Number of |
||||
|
Underwriters
|
Shares
|
|||
|
Goldman, Sachs & Co.
|
||||
|
Friedman, Billings,
Ramsey & Co., Inc.
|
||||
|
Raymond James &
Associates, Inc.
|
||||
|
Stifel, Nicolaus &
Company, Incorporated
|
||||
|
Total
|
||||
The underwriters are committed to take and pay for all of the
shares being offered, if any are taken, other than the shares
covered by the option described below unless and until this
option is exercised.
If the underwriters sell more shares than the total number set
forth in the table above, the underwriters have an option to buy
up to an
additional shares
from the selling stockholders to cover such sales. They may
exercise that option for 30 days. If any shares are
purchased pursuant to this option, the underwriters will
severally purchase shares in approximately the same proportion
as set forth in the table above.
The following tables show the per share and total underwriting
discounts and commissions to be paid to the underwriters by the
company and the selling stockholders. Such amounts are shown
assuming both no exercise and full exercise of the
underwriters’ option to
purchase
additional shares.
Paid by the
company
|
No
Exercise
|
Full
Exercise
|
|||||||
|
Per Share
|
$ | $ | ||||||
|
Total
|
$ | $ | ||||||
Paid by the
selling stockholders
|
No
Exercise
|
Full
Exercise
|
|||||||
|
Per Share
|
$ | $ | ||||||
|
Total
|
$ | $ | ||||||
Shares sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the
cover of this prospectus. Any shares sold by the underwriters to
securities dealers may be sold at a discount of up to
$ per share from the initial
public offering price. If all the shares are not sold at the
initial public offering price, the representative may change the
offering price and the other selling terms.
The company and its officers, directors, and holders of
substantially all of the company’s common stock, including
the selling stockholders, have agreed with the underwriters,
subject to certain exceptions, not to dispose of or hedge any of
their common stock or securities convertible into or
exchangeable for shares of common stock during the period from
the date of this prospectus continuing through the date
180 days after the date of this prospectus, except with the
prior written consent of the representative. This agreement does
not apply to any existing employee benefit plans. See
“Shares Available for Future Sale” for a
discussion of certain transfer restrictions.
86
Table of Contents
These restrictions do not apply to:
| • | the sale of shares to the underwriters; | |
| • | the issuance by the company of shares of its common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing; | |
| • | the entry by the company’s directors or executive officers into written trading plans designed to comply with Rule 10b5-1 of the Exchange Act, provided that no sales or other dispositions may occur under such plans until the expiration of the restricted period; | |
| • | transactions relating to shares of common stock or other securities acquired in open market transactions after the completion of this offering; | |
| • | the sale or transfer by a stockholder of shares of common stock or any security convertible into common stock to the company upon termination of such stockholder’s employment with the company; | |
| • | the sale or transfer of shares of common stock to pay the exercise price of options to purchase common stock pursuant to the cashless exercise feature of such options; | |
| • | transfers by a stockholder to a trust, all of the beneficial interests of which are held, directly or indirectly, by such stockholder; or | |
| • | transfers of shares or any security convertible into common stock as a bona fide gift; |
provided that, in the case of the last two bullet points, each
recipient agrees to accept the restrictions described in the
immediately preceding paragraph and, in the case of each of the
last six transactions, no filing under Section 16(a) of the
Exchange Act reporting a reduction in beneficial ownership of
shares of common stock is required in connection with these
transactions during the
180-day
period.
The 180-day
restricted period described in the preceding paragraph will be
automatically extended if: (1) during the last 17 days
of the
180-day
restricted period the company issues an earnings release or
announces material news or a material event; or (2) prior
to the expiration of the
180-day
restricted period, the company announces that it will release
earnings results during the
15-day
period following the last day of the
180-day
period, in which case the restrictions described in the
preceding paragraph will continue to apply until the expiration
of the
18-day
period beginning on the issuance of the earnings release or the
announcement of the material news or material event.
Prior to the offering, there has been no public market for the
shares. The initial public offering price will be negotiated
among the company and the representatives. Among the factors to
be considered in determining the initial public offering price
of the shares, in addition to prevailing market conditions, will
be the company’s historical performance, estimates of the
business potential and earnings prospects of the company, an
assessment of the company’s management and the
consideration of the above factors in relation to market
valuation of companies in related businesses.
The company intends to apply to have the common stock approved
for listing on the Nasdaq Global Market under the symbol
“AVAV.”
In connection with the offering, the underwriters may purchase
and sell shares of common stock in the open market. These
transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Shorts
sales involve the sale by the underwriters of a greater number
of shares than they are required to purchase in the offering.
“Covered” short sales are sales made in an amount not
greater than the underwriters’ option to purchase
additional shares from the selling stockholders in the offering.
The underwriters may close out any covered short position by
either exercising their option to purchase additional shares or
purchasing shares in the open market. In determining the source
of shares to close out the covered short position, the
underwriters will consider, among other things, the price of
shares available for purchase in the open
87
Table of Contents
market as compared to the price at which they may purchase
additional shares pursuant to the option granted to them.
“Naked” short sales are any sales in excess of such
option. The underwriters must close out any naked short position
by purchasing shares in the open market. A naked short position
is more likely to be created if the underwriters are concerned
that there may be downward pressure on the price of the common
stock in the open market after pricing that could adversely
affect investors who purchase in the offering. Stabilizing
transactions consist of various bids for or purchases of common
stock made by the underwriters in the open market prior to the
completion of the offering.
The underwriters may also impose a penalty bid. This occurs when
a particular underwriter repays to the underwriters a portion of
the underwriting discount received by it because the
representative has repurchased shares sold by or for the account
of such underwriter in stabilizing or short covering
transactions.
Purchases to cover a short position and stabilizing
transactions, as well as other purchases by the underwriters for
their own accounts, may have the effect of preventing or
retarding a decline in the market price of the company’s
stock, and together with the imposition of the penalty bid, may
stabilize, maintain or otherwise affect the market price of the
common stock. As a result, the price of the common stock may be
higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be
discontinued at any time. These transactions may be effected on
the Nasdaq Global Market or relevant exchange, in the
over-the-counter
market or otherwise.
Each of the underwriters has represented and agreed that:
(a) it has not made or will not make an offer of shares to
the public in the United Kingdom within the meaning of
section 102B of the Financial Services and Markets Act 2000
(as amended) (FSMA) except to legal entities which are
authorized or regulated to operate in the financial markets or,
if not so authorized or regulated, whose corporate purpose is
solely to invest in securities or otherwise in circumstances
which do not require the publication by the company of a
prospectus pursuant to the Prospectus Rules of the Financial
Services Authority (FSA);
(b) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) to persons who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 or in
circumstances in which section 21 of FSMA does not apply to
the company; and
(c) it has complied with, and will comply with all
applicable provisions of FSMA with respect to anything done by
it in relation to the shares in, from or otherwise involving the
United Kingdom.
European Economic
Area
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a Relevant
Member State), each underwriter has represented and agreed that
with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the
Relevant Implementation Date) it has not made and will not make
an offer of shares to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the
shares which has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of
shares to the public in that Relevant Member State at any time:
(a) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
88
Table of Contents
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than
€43,000,000 and (3) an annual net turnover of more
than €50,000,000, as shown in its last annual or
consolidated accounts; or
(c) in any other circumstances which do not require the
publication by the company of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an
“offer of shares to the public” in relation to any
shares in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the shares to be offered so as to enable an
investor to decide to purchase or subscribe the shares, as the
same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member
State and the expression Prospectus Directive means Directive
2003/71/EC and includes any relevant implementing measure in
each Relevant Member State.
The shares may not be offered or sold by means of any document
other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to
“professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
“prospectus” within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong), and no
advertisement, invitation or document relating to the shares may
be issued or may be in the possession of any person for the
purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are
likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the laws of Hong Kong) other
than with respect to shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made thereunder.
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus
and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the
shares may not be circulated or distributed, nor may the shares
be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (i) to an institutional
investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (the “SFA”),
(ii) to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the shares are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries’ rights and interest in
that trust shall not be transferable for 6 months after
that corporation or that trust has acquired the shares under
Section 275 except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
The securities have not been and will not be registered under
the Securities and Exchange Law of Japan (the Securities and
Exchange Law) and each underwriter has agreed that it will not
offer or sell any securities, directly or indirectly, in Japan
or to, or for the benefit of, any resident of Japan (which term
as used herein means any person resident in Japan, including any
corporation or other
89
Table of Contents
entity organized under the laws of Japan), or to others for
re-offering or resale, directly or indirectly, in Japan or to a
resident of Japan, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with,
the Securities and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
At our
request, has
reserved for sale as part of the underwritten offering, at the
initial public offering price, up
to shares,
or % of the total number of shares
offered by this prospectus, for the company’s directors,
officers, employees, business associates and other persons with
whom the company has a relationship. If purchased by these
persons, these shares will be subject to a
180-day
lock-up
restriction. The number of shares of common stock available for
sale to the general public will be reduced to the extent such
persons purchase such reserved shares. Any reserved shares that
are not so purchased will be offered by the underwriters to the
general public on the same basis as the other shares offered in
this prospectus.
The underwriters do not expect sales to discretionary accounts
to exceed five percent of the total number of shares offered.
The company estimates that its share of the total expenses of
the offering, excluding underwriting discounts and commissions,
will be approximately $ .
The company has agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the
Securities Act.
90
Table of Contents
LEGAL
MATTERS
The validity of our common stock offered by this prospectus will
be passed upon for us by Latham & Watkins LLP,
San Diego, California. The underwriters have been
represented by Cravath, Swaine & Moore LLP.
EXPERTS
The consolidated financial statements (including the schedule
appearing therein) of AeroVironment, Inc. at April 30, 2005
and 2006, and for each of the three years in the period ended
April 30, 2006, appearing in this prospectus and
registration statement have been audited by Ernst &
Young LLP, independent registered public accounting firm, as set
forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
ADDITIONAL
INFORMATION
We have filed with the SEC a registration statement on
Form S-1
under the Securities Act with respect to the shares of our
common stock offered hereby. This prospectus, which constitutes
a part of the registration statement, does not contain all of
the information set forth in the registration statement or the
exhibits and schedules filed herewith. For further information
with respect to us and the common stock offered hereby,
reference is made to the registration statement and the exhibits
and schedules filed therewith. Statements contained in this
prospectus regarding the contents of any contract or any other
document that is filed as an exhibit to the registration
statement are not necessarily complete, and each such statement
is qualified in all respects by reference to the full text of
such contract or other document filed as an exhibit to the
registration statement. A copy of the registration statement and
the exhibits and schedules filed herewith may be inspected
without charge at the public reference facilities maintained by
the SEC at 100 F Street, N.E., Washington, D.C. 20549.
Copies of these materials may be obtained from the Public
Reference Section of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549 upon the payment of the fees
prescribed by the SEC. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facility. The SEC also maintains an Internet website that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the SEC. The address of the SEC’s website is
http://www.sec.gov.
Upon completion of this offering, we will become subject to the
information and periodic reporting requirements of the Exchange
Act, and in accordance therewith, will file periodic reports,
proxy statements and other information with the SEC. Such
periodic reports, proxy statements and other information will be
available for inspection and copying at the SEC’s public
reference rooms and on the SEC’s website.
91
Table of Contents
AeroVironment,
Inc.
Audited Consolidated Financial Statements
Index to Consolidated Financial Statements and Supplementary
Data
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-5 | ||||
| F-6 | ||||
| F-7 | ||||
| F-24 | ||||
| F-25 | ||||
| F-26 | ||||
| F-27 | ||||
| F-28 | ||||
|
|
All other schedules are omitted because either they are not
applicable, not required or the information is included in the
consolidated financial statements, including the notes thereto.
F-1
Table of Contents
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
AeroVironment, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of
AeroVironment, Inc. and subsidiaries as of April 30, 2005
and 2006, and the related consolidated statements of income,
shareholders’ equity and cash flows for each of the three
years in the period ended April 30, 2006. Our audits also
included the financial statement schedule listed in the Index at
Item 16. These consolidated financial statements and
schedule are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Company’s internal control over financial
reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of AeroVironment, Inc. and
subsidiaries at April 30, 2005 and 2006, and the
consolidated results of their operations and their cash flows
for each of the three years in the period ended April 30,
2006, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Ernst & Young, LLP
Los Angeles, California
July 22, 2006
F-2
Table of Contents
AeroVironment,
Inc.
Consolidated
Balance Sheets
(In thousands
except share data)
| April 30 | ||||||||
|
2005
|
2006
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 10,060 | $ | 15,388 | ||||
|
Restricted cash
|
— | 1,532 | ||||||
|
Accounts receivable, net of
allowance for doubtful accounts of $88 in 2005 and $86 in 2006
|
19,378 | 21,582 | ||||||
|
Unbilled receivables and retentions
|
788 | 4,842 | ||||||
|
Inventories, net
|
11,505 | 11,453 | ||||||
|
Deferred income taxes
|
1,134 | 1,090 | ||||||
|
Prepaid expenses and other current
assets
|
2,587 | 621 | ||||||
|
Total current assets
|
45,452 | 56,508 | ||||||
|
Property and equipment, net
|
4,175 | 6,098 | ||||||
|
Deferred income taxes
|
647 | 2,053 | ||||||
|
Other assets
|
90 | 119 | ||||||
|
Total assets
|
$ | 50,364 | $ | 64,778 | ||||
|
Liabilities and
shareholders’ equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 9,273 | $ | 8,521 | ||||
|
Wages and related accruals
|
5,089 | 8,451 | ||||||
|
Customer advances
|
9,732 | 9,031 | ||||||
|
Other current liabilities
|
1,046 | 2,027 | ||||||
|
Current maturities of long-term
debt
|
1,000 | — | ||||||
|
Total current liabilities
|
26,140 | 28,030 | ||||||
|
Deferred rent
|
77 | 408 | ||||||
|
Long-term debt, less current
maturities
|
1,500 | — | ||||||
|
Long-term retirement costs
|
— | 2,209 | ||||||
|
Commitments and contingencies
|
||||||||
|
Shareholders’ equity:
|
||||||||
|
Common stock, no par value:
|
||||||||
|
Authorized shares —
25,000,000
|
||||||||
|
Issued and outstanding
shares — 1,838,339 shares in 2005 and 1,887,489
in 2006
|
1,651 | 1,726 | ||||||
|
Retained earnings
|
20,996 | 32,405 | ||||||
|
Total shareholders’ equity
|
22,647 | 34,131 | ||||||
|
Total liabilities and
shareholders’ equity
|
$ | 50,364 | $ | 64,778 | ||||
See accompanying notes to consolidated financial statements.
F-3
Table of Contents
AeroVironment,
Inc.
Consolidated
Statements of Income
(In thousands
except share and per share data)
| Year Ended April 30 | ||||||||||||
|
2004
|
2005
|
2006
|
||||||||||
|
Revenue:
|
||||||||||||
|
Product sales
|
$ | 30,342 | $ | 85,291 | $ | 98,664 | ||||||
|
Contract services
|
17,338 | 19,864 | 40,693 | |||||||||
| 47,680 | 105,155 | 139,357 | ||||||||||
|
Cost of sales:
|
||||||||||||
|
Product sales
|
20,084 | 39,123 | 55,483 | |||||||||
|
Contract services
|
13,038 | 19,426 | 27,115 | |||||||||
| 33,122 | 58,549 | 82,598 | ||||||||||
|
Gross margin
|
14,558 | 46,606 | 56,759 | |||||||||
|
Research and development
|
1,715 | 9,799 | 16,098 | |||||||||
|
Selling, general and administrative
|
9,743 | 16,550 | 24,336 | |||||||||
|
Income from operations
|
3,100 | 20,257 | 16,325 | |||||||||
|
Other expenses, net
|
(70 | ) | (44 | ) | (35 | ) | ||||||
|
Income before income taxes
|
3,030 | 20,213 | 16,290 | |||||||||
|
Provision for income taxes
|
859 | 5,531 | 4,881 | |||||||||
|
Net income
|
$ | 2,171 | $ | 14,682 | $ | 11,409 | ||||||
|
Earnings per share data:
|
||||||||||||
|
Net income
|
||||||||||||
|
Basic
|
$ | 1.32 | $ | 8.15 | $ | 6.17 | ||||||
|
Diluted
|
$ | 1.26 | $ | 7.46 | $ | 5.40 | ||||||
|
Weighted average shares
outstanding:
|
||||||||||||
|
Basic
|
1,639,543 | 1,800,930 | 1,848,822 | |||||||||
|
Diluted
|
1,718,460 | 1,967,550 | 2,113,395 | |||||||||
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
AeroVironment,
Inc.
Consolidated
Statements of Shareholders’ Equity
(In thousands
except share data)
| Common Stock |
Retained |
|||||||||||||||
|
Shares
|
Amount
|
Earnings
|
Total
|
|||||||||||||
|
Balance at May 1, 2003
|
1,649,587 | $ | 1,220 | $ | 4,143 | $ | 5,363 | |||||||||
|
Stock options exercised
|
15,000 | 53 | — | 53 | ||||||||||||
|
Repurchase of common shares
|
(22,838 | ) | (73 | ) | — | (73 | ) | |||||||||
|
Net income
|
— | — | 2,171 | 2,171 | ||||||||||||
|
Balance at April 30, 2004
|
1,641,749 | 1,200 | 6,314 | 7,514 | ||||||||||||
|
Stock options exercised
|
257,040 | 884 | — | 884 | ||||||||||||
|
Repurchase of common shares
|
(60,450 | ) | (433 | ) | — | (433 | ) | |||||||||
|
Net income
|
— | — | 14,682 | 14,682 | ||||||||||||
|
Balance at April 30, 2005
|
1,838,339 | 1,651 | 20,996 | 22,647 | ||||||||||||
|
Stock options exercised
|
69,950 | 274 | — | 274 | ||||||||||||
|
Tax benefit from exercise of stock
options
|
— | 113 | — | 113 | ||||||||||||
|
Repurchase of common shares
|
(20,800 | ) | (312 | ) | — | (312 | ) | |||||||||
|
Net income
|
— | — | 11,409 | 11,409 | ||||||||||||
|
Balance at April 30, 2006
|
1,887,489 | $ | 1,726 | $ | 32,405 | $ | 34,131 | |||||||||
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
AeroVironment,
Inc.
Consolidated
Statements of Cash Flows
(In
thousands)
| Year ended April 30 | ||||||||||||
|
2004
|
2005
|
2006
|
||||||||||
|
Operating
activities
|
||||||||||||
|
Net income
|
$ | 2,171 | $ | 14,682 | $ | 11,409 | ||||||
|
Adjustments to reconcile net
income to net cash provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
764 | 1,053 | 1,999 | |||||||||
|
Long-term retirement costs
|
— | — | 2,209 | |||||||||
|
Provision for doubtful accounts
|
3 | 53 | (2 | ) | ||||||||
|
Deferred income taxes
|
185 | (678 | ) | (1,362 | ) | |||||||
|
Tax benefit from exercise of stock
options
|
— | — | 113 | |||||||||
|
(Gain) loss on disposition of
property and equipment
|
(51 | ) | (4 | ) | 268 | |||||||
|
Changes in operating assets and
liabilities:
|
||||||||||||
|
Accounts receivable
|
(2,422 | ) | (9,139 | ) | (2,203 | ) | ||||||
|
Unbilled receivables and retentions
|
(5,134 | ) | 4,118 | (4,053 | ) | |||||||
|
Inventories
|
(2,785 | ) | (6,824 | ) | 52 | |||||||
|
Prepaid expenses and other assets
|
(11 | ) | (2,220 | ) | 1,937 | |||||||
|
Accounts payable
|
2,670 | 3,828 | (752 | ) | ||||||||
|
Customer advances
|
5,496 | 4,614 | (701 | ) | ||||||||
|
Other liabilities
|
684 | (651 | ) | 4,674 | ||||||||
|
Net cash provided by operating
activities
|
1,570 | 8,832 | 13,588 | |||||||||
|
Investing
activities
|
||||||||||||
|
Acquisition of property and
equipment
|
(1,373 | ) | (3,541 | ) | (4,190 | ) | ||||||
|
Transfer to restricted cash
|
— | — | (1,532 | ) | ||||||||
|
Proceeds from sale of property and
equipment
|
57 | 8 | — | |||||||||
|
Net cash used in investing
activities
|
(1,316 | ) | (3,533 | ) | (5,722 | ) | ||||||
|
Financing
activities
|
||||||||||||
|
Payment of long-term debt
|
(422 | ) | (500 | ) | (2,500 | ) | ||||||
|
Proceeds from long-term debt
|
1,500 | 1,500 | — | |||||||||
|
Exercise of stock options
|
53 | 884 | 274 | |||||||||
|
Repurchase of common stock
|
(73 | ) | (433 | ) | (312 | ) | ||||||
|
Net cash provided by (used in)
financing activities
|
1,058 | 1,451 | (2,538 | ) | ||||||||
|
Net increase in cash and cash
equivalents
|
1,312 | 6,750 | 5,328 | |||||||||
|
Cash and cash equivalents at
beginning of year
|
1,998 | 3,310 | 10,060 | |||||||||
|
Cash and cash equivalents at end
of year
|
$ | 3,310 | $ | 10,060 | $ | 15,388 | ||||||
|
Supplemental disclosures of
cash flow information
|
||||||||||||
|
Cash paid during the year for:
|
||||||||||||
|
Interest
|
$ | 78 | $ | 93 | $ | 139 | ||||||
|
Income taxes
|
$ | 670 | $ | 8,040 | $ | 3,229 | ||||||
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
AeroVironment,
Inc.
April 30, 2006
| 1. | Organization and Significant Accounting Policies |
Organization
AeroVironment, Inc., a California corporation, is engaged in
design, development and production of unmanned aircraft systems
and energy technologies for various industries and governmental
agencies.
Significant
Accounting Policies
Basis of
Consolidation
The accompanying consolidated financial statements include the
accounts of AeroVironment, Inc. and its wholly-owned
subsidiaries: AV S.r.l., Skytower, LLC, Skytower Inc., AILC,
Inc. and Regenerative Fuel Cell Systems, LLC (collectively
referred to herein as the “Company”). AV S.r.l. was
created during the year ended April 30, 2006, to enable
customer support efforts in Italy and future business
development in Europe; no sales were recorded in the year ended
April 30, 2006. Skytower, LLC, Skytower Inc., AILC, Inc.
and Regenerative Fuel Cell Systems, LLC had no operations during
the years ended April 30, 2004, 2005 and 2006. All
intercompany balances and transactions have been eliminated in
consolidation.
Segments
The Company’s products are sold and divided among three
reportable segments, as defined by SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
Information, to reflect the Company’s strategic goals.
Operating segments are defined as components of an enterprise
about which separate financial information is available that is
evaluated regularly by the Chief Operating Decision Maker
(“CODM”) in deciding how to allocate resources and in
assessing performance. The Company’s CODM is the Chief
Executive Officer who reviews the revenue and gross margin
results for each of these segments in making decisions about
allocating resources, including the focus of research and
development activities, and assessing performance. The
Company’s reportable segments are business units that offer
different products and services and are managed separately.
Use of
Estimates
The preparation of consolidated financial statements in
conformity with U.S. generally accepted accounting
principles requires management to make estimates and
assumptions, including estimates of anticipated contract costs
and revenue utilized in the revenue recognition process, that
affect the reported amounts in the consolidated financial
statements and accompanying notes. Actual results could differ
from those estimates.
Cash
Equivalents
The Company considers all highly liquid investments with an
original maturity of three months or less at the time of
purchase to be cash equivalents. The Company invests its excess
cash primarily in money market funds and certificates of deposit
of major financial institutions. Accordingly, these instruments
are subject to minimal credit and market risk. As of
April 30, 2005 and 2006, cash equivalents totaled
approximately $10,027,000 and $13,670,000, respectively. At
times, cash balances held at financial institutions were in
excess of federally insured limits.
F-7
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
Restricted
Cash
Restricted cash of approximately $1,532,000, as of
April 30, 2006, represents deposits with a bank to secure
standby letters of credit aggregating approximately $1,652,000,
as of April 30, 2006, established for the benefit of the
Company’s customers. The restriction on cash will be
released upon expiration of the standby letters of credit. The
standby letters of credit will expire when the Company’s
customers provide product acceptance and release their interest
in the letters of credit. Management believes this will occur
prior to April 30, 2007. There were no requirements for
restricted cash at April 30, 2005. As of April 30,
2006, there were no claims relevant to the letters of credit.
Fair Values of
Financial Instruments
Fair values of cash and cash equivalents, restricted cash,
accounts receivable, unbilled receivables and retentions
approximate cost due to the short period of time to maturity.
Concentration
of Credit Risk
Financial instruments that potentially subject the Company to
concentration of credit risk consist primarily of accounts
receivable. The Company’s revenue and accounts receivable
are with a limited number of corporations and governmental
entities. In the aggregate, 69%, 74% and 77% of the
Company’s revenue came from agencies of the
U.S. government for the years ended April 30, 2004,
2005 and 2006, respectively. These agencies accounted for 70%
and 77% of the accounts receivable balances at April 30,
2005 and 2006, respectively. One such agency, the
U.S. Army, accounted for 23%, 43% and 54% of the
Company’s consolidated revenue for the years ended
April 30, 2004, 2005 and 2006 respectively. The
U.S. Army accounted for approximately 36%, 55% and 66% of
UAS reportable segment sales in fiscal year 2004, 2005 and 2006
respectively. The Company performs ongoing credit evaluations of
its commercial customers and maintains an allowance for
potential losses.
Accounts
Receivable, Unbilled Receivables and Retentions
Accounts receivable represents primarily U.S. government,
and to a lesser extent commercial receivables, net of allowances
for doubtful accounts. Unbilled receivables represent costs in
excess of billings on incomplete contracts and, where
applicable, accrued profit related to government long-term
contracts on which revenue has been recognized, but for which
the customer has not yet been billed. Retentions represent
amounts withheld by customers until contract completion. The
Company determines the allowance for doubtful accounts based on
historical customer experience and other currently available
evidence. When a specific account is deemed uncollectible, the
account is written off against the allowance. The allowance for
doubtful accounts reflects the Company’s best estimate of
probable losses inherent in the accounts receivable balance;
such losses have been within management’s expectations. An
account is deemed past due based on contractual terms rather
than on how recently payments have been received.
Inventories
Inventories are stated at the lower of cost (using the weighted
average costing method) or market value. Inventory write-offs
and write-down provisions are provided to cover risks arising
from slow-moving items or technological obsolescence and for
market prices lower than cost. The Company periodically
evaluates the quantities on hand relative to current and
historical selling prices and historical and projected sales
volume. Based on this evaluation, provisions are made to write
inventory down to its market value.
F-8
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
Long-Lived
Assets
Property and equipment are carried at cost. Depreciation of
property and equipment, including amortization of leasehold
improvements, are provided using the straight-line method over
the following estimated useful lives:
|
Assets held for lease
|
2 to 5 years | |||
|
Machinery and equipment
|
3 years | |||
|
Computer equipment and software
|
2 to 3 years | |||
|
Furniture and fixtures
|
3 years | |||
|
Leasehold improvements
|
Lesser of useful life or term of lease |
Maintenance, repairs and minor renewals are charged directly to
expense as incurred. Additions and betterments to property,
plant and equipment are capitalized at cost. When the Company
disposes of assets, the applicable costs and accumulated
depreciation and amortization thereon are removed from the
accounts and any resulting gain or loss is included in other
income (expenses) in the period incurred. Depreciation and
amortization expense on property, plant and equipment was
approximately $764,000, $1,053,000 and $1,999,000 for the years
ended April 30, 2004, 2005 and 2006, respectively.
The Company reviews the recoverability of its long-lived assets
as required by Statement of Financial Accounting Standards
(“SFAS”) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, whenever events
or changes in circumstances indicate that the carrying amount of
such assets may not be recoverable. The estimated future cash
flows are based upon, among other things, assumptions about
expected future operating performance, and may differ from
actual cash flows. If the sum of the projected undiscounted cash
flows (excluding interest) is less than the carrying value of
the assets, the assets will be written down to the estimated
fair value in the period in which the determination is made. At
April 30, 2005 and 2006, and during the years ended
April 30, 2004, 2005 and 2006, no indicators of impairment
were identified and no impairment reserve was recorded.
Product
Warranty
The Company accrues an estimate of its exposure to warranty
claims based upon both current and historical product sales data
and warranty costs incurred. Product warranty reserves were
recorded in other current liabilities.
Self-Insurance
Liability
The Company is self-insured for employee medical claims, subject
to individual and aggregate
stop-loss
policies. The Company estimates a liability for claims filed and
incurred but not reported claims based upon recent claims
experience and an analysis of the average period of time between
the occurrence of a claim and the time it is reported to and
paid by the Company. As of April 30, 2005 and 2006, the
Company estimated and recorded a self insurance liability in
wages and related accruals of approximately $140,000 and
$238,000 respectively.
Income
Taxes
The Company accounts for income taxes in accordance with FASB
Statement No. 109, Accounting for Income Taxes.
Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and income tax
bases of assets and liabilities that will result in taxable or
deductible amounts in the future. The provision for income taxes
reflects the taxes to be paid for the period and the change
during the period in the deferred income tax assets and
liabilities. The
F-9
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
Company records a valuation allowance to reduce the deferred tax
assets to the amount of future tax benefit that is more likely
then not to be realized.
Customer
Advances and Amounts in Excess of Cost Incurred
The Company receives advances, performance-based payments and
progress payments from customers that may exceed costs incurred
on certain contracts, including contracts with agencies of the
U.S. government. These advances are classified as advances
from customers and will be offset against billings.
Revenue
Recognition
The substantial majority of the Company’s revenue is
generated pursuant to written contractual arrangements to
design, develop, manufacture
and/or
modify complex products, and to provide related engineering,
technical and other services according to the specifications of
the buyers (customers). These contracts may be fixed price or
cost-reimbursable. These contract types are accounted for in
accordance with American Institute of Certified Public
Accountants Statement of
Position 81-1,
Accounting for Performance of Construction-Type and Certain
Production-Type Contracts
(“SOP 81-1”).
Product sales revenue is composed of revenue recognized on
contracts for the delivery of production hardware and related
activities. Contract services revenue is composed of revenue
recognized on contracts for the provision of services, including
repairs, training, engineering design, development, and
prototyping activities.
Revenue from cost-plus-fee contracts are recognized on the basis
of costs incurred during the period plus the fee earned. Revenue
from fixed-price contracts are recognized on the
percentage-of-completion
method. Contract costs include all direct material and labor
costs and those indirect costs related to contract performance.
Unbilled receivables represent costs incurred and related profit
on contracts not yet billed to customers, and are invoiced in
subsequent periods.
Product sales revenue are recognized on the
percentage-of-completion
method or upon transfer of title to the customer, which is
generally upon shipment. Shipping and handling costs incurred
are included in cost of sales.
Revenue and profits on fixed-price production contracts, where
units are produced and delivered in a continuous or sequential
process, are recorded as units are delivered based on their
selling prices (the
“units-of-delivery
method”). Revenue and profits on other fixed-price
contracts with significant engineering as well as production
requirements are recorded based on the ratio of total actual
incurred costs to date to the total estimated costs for each
contract (“the
cost-to-cost
method”). Accounting for revenue and profits on a
fixed-price contract requires the preparation of estimates of
(1) the total contract revenue, (2) the total costs at
completion, which is equal to the sum of the actual incurred
costs to date on the contract and the estimated costs to
complete the contract’s statement of work, and (3) the
measurement of progress towards completion. The estimated profit
or loss at completion on a contract is equal to the difference
between the total estimated contract revenue and the total
estimated cost at completion. Under the
units-of-delivery
method, sales on a fixed-price type contract are recorded as the
units are delivered during the period based on their contractual
selling prices. Under the
cost-to-cost
method, sales on a fixed-price type contract are recorded at
amounts equal to the ratio of actual cumulative costs incurred
divided by total estimated costs at completion, multiplied by
(i) the total estimated contract revenue, less
(ii) the cumulative sales recognized in prior periods. The
profit recorded on a contract in any period using either the
units-of-delivery
method or
cost-to-cost
method is equal to (i) the current estimated total profit
margin multiplied by the cumulative
F-10
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
sales recognized, less (ii) the amount of cumulative profit
previously recorded for the contract. In the case of a contract
for which the total estimated costs exceed the total estimated
revenue, a loss arises, and a provision for the entire loss is
recorded in the period that it becomes evident. The
unrecoverable costs on a loss contract that are expected to be
incurred in future periods are recorded in the program cost.
Significant management judgments and estimates must be made and
used in connection with the recognition of revenue in any
accounting period. Material differences in the amount of revenue
in any given period may result if these judgments or estimates
prove to be incorrect or if management’s estimates change
on the basis of development of the business, market conditions,
or other factors. Management judgments and estimates have been
applied consistently and have been reliable historically.
Stock-Based
Compensation
The Company grants stock options with an exercise price equal to
the fair value of the stock at the date of grant. The Company
accounts for stock-based compensation plans using the
intrinsic-value-based
method of accounting prescribed by Accounting Principles Board
Opinion (“APB”) No. 25, Accounting for Stock
Issued to Employees, and related interpretations. Under APB
No. 25, if the exercise price of the Company’s
employee stock options equals or exceeds the fair value of the
underlying stock at the date of grant, no compensation expense
is recognized.
Research and
Development
Internally funded research and development costs
(“IRAD”) sponsored by the Company relate to both
U.S. government products and services and those for
commercial and foreign customers. IRAD costs for the
Company’s businesses that are U.S. government
contractors are recoverable indirect contract costs that are
allocated to the U.S. government contracts in accordance
with U.S. government procurement regulations.
Customer-funded research and development costs are incurred
pursuant to contracts (revenue arrangements) to perform research
and development activities according to customer specifications.
These costs are direct contract costs and are expensed to cost
of sales when the corresponding revenue is recognized, which is
generally as the research and development services are
performed. Revenue from customer-funded research and development
were approximately $17,339,000, $10,641,000 and $11,568,000 for
the years ended April 30, 2004, 2005 and 2006, respectively.
Lease
Accounting
The Company accounts for its leases under the provisions of
SFAS No. 13, Accounting for Leases, and
subsequent amendments, which require that leases be evaluated
and classified as operating leases or capital leases for
financial reporting purposes. Certain operating leases contain
rent escalation clauses, which are recorded on a straight-line
basis over the initial term of the lease with the difference
between the rent paid and the straight-line rent recorded as a
deferred rent liability. Lease incentives received from
landlords are recorded as deferred rent liabilities and are
amortized on a straight-line basis over the lease term as a
reduction to rent expense. Deferred rent liabilities were
approximately $77,000 and $408,000 as of April 30, 2005 and
2006, respectively.
F-11
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
Advertising
Costs
Advertising costs consist of tradeshows and other marketing
activities, and are expensed as incurred. Advertising expenses
included in selling, general and administrative expenses were
approximately $100,000, $423,000 and $266,000 for the years
ended April 30, 2004, 2005 and 2006, respectively.
Earnings Per
Share
Basic earnings per share are computed using the weighted-average
number of common shares outstanding and excludes any
anti-dilutive effects of options, warrants and convertible
securities. The dilutive effect of potential common shares
outstanding is included in diluted earnings per share.
The reconciliation of diluted to basic shares is as follows:
| Year Ended April 30 | ||||||||||||
|
2004
|
2005
|
2006
|
||||||||||
|
Denominator for basic earnings per
share:
|
||||||||||||
|
Weighted average common shares
|
1,639,543 | 1,800,930 | 1,848,822 | |||||||||
|
Dilutive effect of employee stock
options
|
78,917 | 166,620 | 264,573 | |||||||||
|
Denominator for diluted earnings
per share
|
1,718,460 | 1,967,550 | 2,113,395 | |||||||||
During the years ended April 30, 2004, 2005 and 2006, there
were no stock options that were anti-dilutive to earnings per
share.
Recently
Issued Accounting Standards
In June 2003, the Financial Accounting Standards Board
(“FASB”) issued Statement of Financial Accounting
Standards (“SFAS”) No. 150, Accounting for
Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. This statement establishes standards
for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity.
It requires that an issuer classify a financial instrument
within its scope as a liability. Many of these instruments were
previously classified as equity. In October 2003, the FASB
issued FASB Staff Position (“FSP”)
SFAS 150-3,
Effective Date for Mandatorily Redeemable Financial
Instruments of Certain Nonpublic Entities and Certain
Mandatorily Noncontrolling Interests Under SFAS 150,
which defers certain provisions of Statement No. 150 as
they apply to mandatorily redeemable noncontrolling interests.
The deferral is expected to remain in effect while those issues
are addressed in either Phase II of the FASB’s
Liabilities and Equity project or Phase II of the Business
Combination project. The FASB also decided to (1) preclude
any “early” adoption of the deferred provisions for
these noncontrolling interests during the deferral period, and
(2) require the restatement of any consolidated financial
statements that have been issued where these provisions of
Statement No. 150 were applied to mandatorily redeemable
noncontrolling interests. The Company does not believe that the
impact of the adoption will have a material impact on the
Company’s financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123
(revised 2004), Share-Based Payment
(“SFAS 123R”). SFAS 123R requires that
compensation expense relating to share-based payment
transactions be recognized in financial statements at estimated
fair value. The scope of SFAS 123R includes a wide range of
share-based compensation arrangements, including share options,
restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. This
standard replaces SFAS 123 and supersedes APB 25. The
Company has historically utilized the minimum value method in
determining the volatility factors utilized in its fair value
estimates
F-12
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
as a non-public entity. SFAS 123R does not provide for the
use of the minimum value method. If the Company is unable to
accurately estimate its expected volatility based on the
Company’s share price, it may measure awards based on
“calculated value” (which substitutes the volatility
of an appropriate index for the volatility of the entity’s
own share price). The Company plans to adopt SFAS 123R on
the prospective basis as of May 1, 2006. Since the Company
used the minimum value method of measuring stock options for pro
forma disclosure purposes under SFAS 123, implementation of
SFAS 123R applies prospectively to new awards after
May 1, 2006. Share-based benefits will be valued at fair
value using the Black-Scholes option pricing model. The fair
value will be expensed over the vesting period. The adoption of
SFAS 123R will result in the recording of non-cash
compensation expense for options granted on or after May 1,
2006. If the Company issues options, it may have a material
effect on the Company’s results of operations.
In March 2005, the Securities and Exchange Commission
(“SEC”) issued Staff Accounting Bulletin
(“SAB”) No. 107, Share-Based Payment
(“SAB 107”). SAB 107 provides guidance
to assist registrants in the initial implementation of
SFAS 123R. SAB 107 includes, but is not limited to,
interpretive guidance related to share-based payment
transactions with non-employees, valuation methods and
underlying expected volatility and expected term assumptions,
the classification of compensation expense and accounting for
the income tax effects of share-based arrangements upon adopting
SFAS 123R.
In May 2005, the FASB issued SFAS No. 154
(“SFAS 154”), Accounting Changes and Error
Corrections, which requires retrospective application of all
voluntary changes in accounting principles to all periods
presented, rather than using a cumulative
catch-up
adjustment as currently required for most accounting changes
under APB Opinion 20, Accounting Changes.
SFAS 154 replaces APB Opinion No. 20 and
SFAS No. 3, Reporting Accounting Changes in Interim
Financial Statements, and will be effective for accounting
changes and error corrections made in fiscal years beginning
after December 15, 2005. The adoption of SFAS 154 is
not expected to have any impact on the Company’s financial
position or results of operations or cash flows.
In June 2005, the FASB approved Emerging Issues Task Force
(“EITF”) Issue No.
05-06,
Determining the Amortization Period for Leasehold
Improvements
(“EITF 05-06”).
EITF 05-06
provides guidance on determining the amortization period for
leasehold improvements acquired in a business combination or
acquired subsequent to lease inception. The guidance requires
that leasehold improvements acquired in a business combination
or purchased subsequent to the inception of a lease be amortized
over the lesser of the useful life of the assets or a term that
includes renewals that are reasonably assured at the date of the
business combination or purchase. The guidance is effective for
periods beginning after June 29, 2005.
EITF 05-06
is not expected to have any impact on the Company’s
financial position, results of operations or cash flows.
F-13
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
2. Inventories,
net
Inventories consist of the following:
| April 30 | ||||||||
|
2005
|
2006
|
|||||||
| (In thousands) | ||||||||
|
Raw materials
|
$ | 3,568 | $ | 4,750 | ||||
|
Work in process
|
5,404 | 2,413 | ||||||
|
Finished goods
|
3,665 | 5,103 | ||||||
| 12,637 | 12,266 | |||||||
|
Reserve for inventory obsolescence
|
(1,132 | ) | (813 | ) | ||||
|
Inventories, net
|
$ | 11,505 | $ | 11,453 | ||||
| 3. | Property and Equipment, net |
Property and equipment consist of the following:
| April 30 | ||||||||
|
2005
|
2006
|
|||||||
| (In thousands) | ||||||||
|
Assets held for lease
|
$ | 699 | $ | 998 | ||||
|
Leasehold improvements
|
1,335 | 1,556 | ||||||
|
Machinery and equipment
|
3,467 | 5,163 | ||||||
|
Furniture and fixtures
|
1,086 | 1,347 | ||||||
|
Computer equipment and software
|
2,693 | 5,387 | ||||||
|
Construction in process
|
2,127 | 560 | ||||||
| 11,407 | 15,011 | |||||||
|
Less accumulated depreciation and
amortization
|
(7,232 | ) | (8,913 | ) | ||||
|
Property and equipment, net
|
$ | 4,175 | $ | 6,098 | ||||
| 4. | Warranty Reserves |
Warranty reserves consist of the following:
| April 30 | ||||||||
|
2005
|
2006
|
|||||||
| (In thousands) | ||||||||
|
Beginning balance
|
$ | 160 | $ | 282 | ||||
|
Warranty expense
|
315 | 589 | ||||||
|
Warranty costs incurred
|
(193 | ) | (527 | ) | ||||
|
Ending balance
|
$ | 282 | $ | 344 | ||||
| 5. | Bank Borrowings |
The Company has a working capital line of credit with a bank,
amended on June 16, 2005, which increased the borrowing
limit from $10,000,000 to $16,500,000. Borrowings bear interest
at the bank’s
F-14
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
prime commercial lending rate, which was 5.75% and 7.75% as of
April 30, 2005 and 2006, respectively. The line of credit
is secured by substantially all of the Company’s assets.
Payment of amounts outstanding is made at the Company’s
discretion. The line of credit is secured by substantially all
of the Company’s assets. All principal plus accrued
interest is due August 31, 2007. The Company had no
outstanding balance on the line of credit as of April 30,
2006.
Under the same credit agreement, the Company had a term loan
dated March 31, 2004, payable over 36 months.
Borrowings bear interest at the bank’s prime commercial
lending rate, which was 4.00%, 5.75% and 7.75% at April 30,
2004, 2005 and 2006, respectively. There were $1,000,000 in
borrowings outstanding under this term loan as of April 30,
2005. All principal plus accrued interest were repaid in the
year ended April 30, 2006.
Under the same credit agreement, the Company had a term loan
dated March 31, 2005, payable over 36 months.
Borrowings bear interest at the bank’s prime commercial
lending rate, which was 5.75% and 7.75% at April 30, 2005
and 2006, respectively. There were $1,500,000 in borrowings
outstanding under this term loan as of April 30, 2005. All
principal plus accrued interest were repaid in the year ended
April 30, 2006.
Interest expense was approximately $90,000, $110,000 and
$127,000 for the years ended April 30, 2004, 2005 and 2006,
respectively, and is included in other expenses, net.
The credit agreement contains certain financial covenants and
conditions which require, among other things, that the Company
maintain certain tangible net worth and cash flow ratios. The
Company was in compliance with these covenants as of
April 30, 2005 and 2006.
| 6. | Employee Savings Plan |
The Company has an employee 401(k) savings plan covering all
eligible employees. The Company expensed approximately $673,000,
$724,000 and $918,000 in contributions to the plan for the years
ended April 30, 2004, 2005 and 2006, respectively. Annual
contributions are at the discretion of management.
| 7. | Supplemental Executive Retirement Plan |
On May 19, 2005, the Company implemented a Supplemental
Executive Retirement Plan (“SERP”), which is a
non-qualified executive benefit plan in which the Company agrees
to pay the Chairman of the Board (“Chairman”)
additional benefits at retirement. The SERP is an unfunded plan,
which means there are no specific assets set aside by the
Company. The Chairman has no rights under the agreement beyond
those of a general creditor of the Company. During the year
ended April 30, 2006, the Company recognized approximately
$2,209,000 of expense charged to operations and recorded such
expense as a long-term liability in connection with this plan.
The SERP was fully vested on May 19, 2006, the first
anniversary of the Chairman’s participation. On the
occurrence of a liquidity event as defined by the SERP,
including but not limited to a successful initial public
offering of equity securities, all remaining benefits to be paid
under the plan are forfeited.
The unfunded liability was estimated using the following
assumptions: an annual Consumer Price Index increase of 5% for
the expected benefit period based on U.S. mortality
statistics, and a discount rate of 7.75%.
F-15
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
Benefits are payable under the SERP as follows:
|
Year ending |
||||
|
April 30
|
||||
| (In thousands) | ||||
|
2007
|
$ | 200 | ||
|
2008
|
210 | |||
|
2009
|
221 | |||
|
2010
|
232 | |||
|
2011
|
243 | |||
|
Thereafter
|
2,814 | |||
| $ | 3,920 | |||
| 8. | Stock Based Compensation |
The Company has an Equity Incentive Plan (the “2002
Plan”) for officers, directors and key employees. Under the
2002 Plan, incentive stock options or nonqualified stock options
may be granted, as determined by the administrator at the time
of grant. Stock purchase rights may also be granted under the
2002 Plan. The maximum number of options which may be granted
under the 2002 Plan is equal to 50% of the Company’s total
shares outstanding, less options outstanding under plans other
than the 2002 Plan, but not to exceed 500,000. At April 30,
2006, 247,700 options were available for grant under the 2002
Plan. Options under the 2002 Plan are granted at their fair
market value (as determined by the board of directors). The
options become exercisable at various times over a five-year
period from the grant date.
The Company has a 1992 nonqualified stock option plan (the
“1992 Plan”) for certain officers and key employees.
Options under the 1992 Plan were granted at their fair market
value (as determined by the board of directors) at the date of
grant and became exercisable at various times over a five-year
period from the grant date. The 1992 Plan expired in August 2002.
The Company has a 1994 nonqualified stock option plan (the
“1994 Directors’ Plan”) for the directors of
the Company. Options under the 1994 Directors’ Plan
were granted at their fair market value (as determined by the
board of directors) at the date of grant and became exercisable
on the date of grant. The 1994 Directors’ Plan expired
in June 2004.
Stock purchased through exercise of options under the 1992 Plan,
the 1994 Directors’ Plan and the 2002 Plan are subject
to various repurchase agreements which give the Company the
right to repurchase shares from employees upon separation from
the Company and specify the terms of such repurchase. The
Company is not obligated to repurchase such shares.
F-16
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
Information related to the stock option plans at April 30,
2004, 2005 and 2006, and for the years then ended is as follows:
| 2002 Plan | 1994 Directors’ Plan | 1992 Plan | ||||||||||||||||||||||
|
Weighted- |
Weighted- |
Weighted- |
||||||||||||||||||||||
|
Average |
Average |
Average |
||||||||||||||||||||||
|
Exercise |
Exercise |
Exercise |
||||||||||||||||||||||
|
Shares
|
Price
|
Shares
|
Price
|
Shares
|
Price
|
|||||||||||||||||||
|
Outstanding at
May 1, 2003 |
127,000 | $ | 4.60 | 210,140 | $ | 3.57 | 424,000 | $ | 3.73 | |||||||||||||||
|
Options granted
|
7,000 | 4.48 | — | — | — | — | ||||||||||||||||||
|
Options exercised
|
— | — | (15,000 | ) | 3.55 | — | — | |||||||||||||||||
|
Options canceled
|
— | — | (5,000 | ) | 2.60 | (4,000 | ) | 4.17 | ||||||||||||||||
|
Outstanding at
April 30, 2004 |
134,000 | $ | 4.60 | 190,140 | $ | 3.60 | 420,000 | $ | 3.73 | |||||||||||||||
|
Options granted
|
61,000 | 5.50 | — | — | — | — | ||||||||||||||||||
|
Options exercised
|
(10,600 | ) | 4.78 | (180,140 | ) | 3.57 | (66,300 | ) | 2.87 | |||||||||||||||
|
Options canceled
|
(1,000 | ) | 4.48 | — | — | (1,800 | ) | 4.17 | ||||||||||||||||
|
Outstanding at
April 30, 2005 |
183,400 | $ | 4.89 | 10,000 | $ | 4.17 | 351,900 | $ | 3.89 | |||||||||||||||
|
Options granted
|
63,000 | 15.00 | — | — | — | — | ||||||||||||||||||
|
Options exercised
|
(9,150 | ) | 4.69 | — | — | (60,800 | ) | 3.81 | ||||||||||||||||
|
Options canceled
|
(4,700 | ) | 5.50 | — | — | — | — | |||||||||||||||||
|
Outstanding at
April 30, 2006 |
232,550 | $ | 7.62 | 10,000 | $ | 4.17 | 291,100 | $ | 3.91 | |||||||||||||||
|
Options exercisable at
April 30, 2004
|
31,800 | $ | 4.58 | 190,140 | $ | 3.60 | 381,800 | $ | 3.68 | |||||||||||||||
|
Options exercisable at
April 30, 2005
|
46,000 | $ | 4.55 | 10,000 | $ | 4.17 | 336,900 | $ | 3.88 | |||||||||||||||
|
Options exercisable at
April 30, 2006
|
73,750 | $ | 4.70 | 10,000 | $ | 4.17 | 291,100 | $ | 3.91 | |||||||||||||||
The weighted-average remaining contractual life of the
outstanding options under the 2002 Plan, the 1992 Plan and
1994 Directors’ Plan is 5.61 years at
April 30, 2006.
F-17
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
The following tabulation summarizes certain information
concerning outstanding and exercisable options at April 30,
2006:
| Options Outstanding | ||||||||||||||||||||
|
Weighted |
||||||||||||||||||||
|
Average |
Options Exercisable | |||||||||||||||||||
|
Remaining |
Weighted |
Weighted |
||||||||||||||||||
|
Range
of |
As
of |
Contractual |
Average |
As
of |
Average |
|||||||||||||||
|
Exercise |
April 30, |
Life In |
Exercise |
April 30, |
Exercise |
|||||||||||||||
|
Prices
|
2006
|
Years
|
Price
|
2006
|
Price
|
|||||||||||||||
|
$2.60
|
49,000 | 7.15 | $ | 2.60 | 49,000 | $ | 2.60 | |||||||||||||
|
$4.17
|
252,100 | 5.41 | $ | 4.17 | 252,100 | $ | 4.17 | |||||||||||||
|
$4.17-$5.50
|
169,550 | 7.05 | $ | 4.88 | 73,750 | $ | 4.70 | |||||||||||||
|
$15.00
|
63,000 | 9.47 | $ | 15.00 | — | — | ||||||||||||||
|
$2.60-$15.00
|
533,650 | 6.57 | $ | 5.53 | 374,850 | $ | 4.07 | |||||||||||||
The Company adopted SFAS No. 148, Accounting for
Stock-Based Compensation — Transition and
Disclosure, which amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the
fair-value-based
method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure
requirement of SFAS No. 123 to require more prominent
and more frequent disclosures in consolidated financial
statements of the effects of stock-based compensation.
If the Company had elected to recognize compensation cost based
on the fair value of the options granted at the grant date as
prescribed by SFAS No. 148, net income would have been
reduced to the pro forma amounts shown below:
| Year ended April 30 | ||||||||||||
|
2004
|
2005
|
2006
|
||||||||||
|
(In thousands
except share |
||||||||||||
| and per share data) | ||||||||||||
|
Pro forma:
|
||||||||||||
|
Net income — as reported
|
$ | 2,171 | $ | 14,682 | $ | 11,409 | ||||||
|
Stock based compensation, net of
tax
|
(48 | ) | (42 | ) | (114 | ) | ||||||
|
Net income — pro forma
|
$ | 2,123 | $ | 14,640 | $ | 11,295 | ||||||
|
Earnings per share data
|
||||||||||||
|
Basic — reported
|
$ | 1.32 | $ | 8.15 | $ | 6.17 | ||||||
|
Basic — pro forma
|
$ | 1.29 | $ | 8.13 | $ | 6.11 | ||||||
|
Diluted — reported
|
$ | 1.26 | $ | 7.46 | $ | 5.40 | ||||||
|
Diluted — pro forma
|
$ | 1.24 | $ | 7.44 | $ | 5.34 | ||||||
|
Weighted average shares
outstanding used in computation:
|
||||||||||||
|
Basic
|
1,639,543 | 1,800,930 | 1,848,822 | |||||||||
|
Diluted
|
1,718,460 | 1,967,550 | 2,113,395 | |||||||||
The effects of applying SFAS No. 123 as amended by
SFAS No. 148, for purposes of determining pro forma
net income, are not likely to be representative of the effects
on reported net
F-18
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
income for future years. The fair value of each option grant is
estimated on the date of grant using the minimum value option
pricing model, with the following assumptions used: risk-free
interest rate of 3.0%, 4.0% and 6.75% for the years ended
April 30, 2004, 2005 and 2006, respectively, an expected
options life of four, five and five years after vesting for the
years ended April 30, 2004, 2005 and 2006, respectively,
and no expected dividends.
Subsequent to April 30, 2006 and through July 1, 2006,
various employees exercised approximately 42,900 shares of
the Company’s stock.
| 9. | Income Taxes |
A reconciliation of income tax expense computed using the
U.S. federal statutory rates to actual income tax expense
is as follows:
| Year Ended April 30 | ||||||||||||
|
2004
|
2005
|
2006
|
||||||||||
|
U.S. federal statutory income
tax rate
|
34.0 | % | 35.0 | % | 35.0 | % | ||||||
|
State and local income taxes, net
of federal benefit
|
5.2 | 5.7 | 5.5 | |||||||||
|
Reduction of amount in excess of
tax liability
|
(11.1 | ) | — | — | ||||||||
|
R&D credit
|
— | (14.5 | ) | (11.6 | ) | |||||||
|
Other
|
0.3 | 1.2 | 1.1 | |||||||||
|
Effective Income Tax Rate
|
28.4 | % | 27.4 | % | 30.0 | % | ||||||
The components of the provision for income taxes are as follows:
| Year ended April 30 | ||||||||||||
|
2004
|
2005
|
2006
|
||||||||||
| (In thousands) | ||||||||||||
|
Current:
|
||||||||||||
|
Federal
|
$ | 407 | $ | 5,730 | $5,321 | |||||||
|
State
|
267 | 478 | 922 | |||||||||
| 674 | 6,208 | 6,243 | ||||||||||
|
Deferred:
|
||||||||||||
|
Federal
|
212 | (149 | ) | (897 | ) | |||||||
|
State
|
(27 | ) | (616 | ) | (463 | ) | ||||||
| 185 | (765 | ) | (1,360 | ) | ||||||||
|
Change in valuation allowance
|
— | 88 | (2 | ) | ||||||||
|
Total income tax expense
|
$ | 859 | $ | 5,531 | $4,881 | |||||||
F-19
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
Significant components of the Company’s deferred income tax
assets are as follows:
| April 30 | ||||||||
|
2005
|
2006
|
|||||||
| (In thousands) | ||||||||
|
Deferred income tax assets:
|
||||||||
|
Book over tax depreciation
|
$ | 196 | $ | 411 | ||||
|
Accrued expenses
|
600 | 1,672 | ||||||
|
Allowances, reserves, and other
|
534 | 391 | ||||||
|
Research and development credit
carryforwards
|
451 | 663 | ||||||
|
Net operating loss and other
|
203 | 207 | ||||||
| 1,984 | 3,344 | |||||||
|
Less: valuation allowance
|
(203 | ) | (201 | ) | ||||
|
Total deferred income tax assets
|
$ | 1,781 | $ | 3,143 | ||||
The Company’s California net operating loss carryforwards
of approximately $77,000 expire in 2007 and 2008. The research
and development credits of approximately $1,999,000 and the
other carryforwards are indefinite and therefore do not expire.
The Company has established a valuation allowance against its
California capital loss carryforward and solar credit net
deferred tax assets, as it is unlikely that such assets will be
fully utilized.
| 10. | Related Party Transactions |
In June 2004, the Company provided a loan to our Chief Executive
Officer (“CEO”), in the amount of approximately
$599,000 to facilitate the exercise of certain stock options
held by the CEO. The note bore interest at 4.25%. All principal
plus accrued interest was due August 31, 2007. The
principal balance plus accrued interest were repaid in April
2005.
Pursuant to a consulting agreement, the Company paid a board
member approximately $34,000, $242,000 and $258,000 during the
years ended April 30, 2004, 2005 and 2006, respectively,
for consulting services independent of his board service. The
agreement stipulates the payment of approximately $16,000 plus
expenses per month, in exchange for consulting services.
During the year ended April 30, 2006, the Company employed
the services of Summit Selling Systems, Inc.
(“Summit”), and accordingly paid Summit approximately
$35,000. One of the Company’s board members has a
beneficial interest in Summit.
F-20
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
| 11. | Commitments and Contingencies |
Commitments
The Company’s operations are conducted in leased
facilities. Following is a summary of non-cancelable operating
lease commitments:
|
Year ending |
||||
|
April 30
|
||||
| (In thousands) | ||||
|
2007
|
$ | 1,477 | ||
|
2008
|
1,231 | |||
|
2009
|
1,259 | |||
|
2010
|
883 | |||
|
2011
|
272 | |||
| $ | 5,122 | |||
Rental expense under operating leases was approximately
$1,057,000, $1,428,000 and $1,723,000 for the years ended
April 30, 2004, 2005 and 2006, respectively.
Contingencies
The Company is subject to legal proceedings and claims which
arise out of the ordinary course of its business. Although
occasional adverse decisions or settlements may occur, the
Company, in consultation with legal counsel, believes that the
final disposition of such matters will not have a material
adverse effect on the financial position, results of operations
or cash flows of the Company.
Contract Cost
Audits
Payments to the Company on government cost reimbursable
contracts are based on provisional, or estimated indirect rates,
which are subject to an annual audit by the Defense Contract
Audit Agency (“DCAA”). The cost audits result in the
negotiation and determination of the final indirect cost rates
that the Company may use for the period(s) audited. The final
rates, if different from the provisional rates, may create an
additional receivable or liability for the Company. The
Company’s revenue recognition policy calls for revenue
recognized on all cost reimbursable government contracts to be
recorded at actual rates unless collectibility is not reasonably
assured.
| 12. | Segment Data |
The Company’s product segments are as follows:
| • | Unmanned Aircraft Systems (“UAS”) — The UAS segment consists primarily of the design and manufacture of small unmanned aircraft systems solutions. | |
| • | PosiCharge Fast Charge Systems (“PosiCharge”) — The PosiCharge segment supplies fast charge systems for users of electric industrial vehicle batteries. | |
| • | Energy Technology Center — The Energy Technology Center segment consists of energy development projects and power processing test equipment product sales. |
The accounting policies of the segments are the same as those
described in Note 1, “Summary of Significant
Accounting Policies.” Because the products they design and
sell generally define the operating segments, they do not make
sales to each other. Depreciation and amortization related to
F-21
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
the manufacturing of goods is included in gross margin for the
segments. The Company does not discretely allocate assets to its
operating segments, nor does the CODM evaluate operating
segments using discrete asset information. Consequently, the
Company operates its financial systems as a single segment for
accounting and control purposes, maintains a single indirect
rate structure across all segments, has no inter-segment sales
or corporate elimination transactions, and maintains only
limited financial statement information by segment.
The segment results are as follows:
| Year Ended April 30 | ||||||||||||
|
2004
|
2005
|
2006
|
||||||||||
| (In thousands) | ||||||||||||
|
Revenue
|
||||||||||||
|
UAS
|
$ | 30,372 | $ | 82,249 | $ | 111,104 | ||||||
|
PosiCharge
|
9,111 | 15,642 | 19,928 | |||||||||
|
Energy Technology Center
|
8,197 | 7,264 | 8,325 | |||||||||
|
Total
|
47,680 | 105,155 | 139,357 | |||||||||
|
Gross margin
|
||||||||||||
|
UAS
|
10,161 | 37,235 | 44,558 | |||||||||
|
PosiCharge
|
3,524 | 5,846 | 8,062 | |||||||||
|
Energy Technology Center
|
873 | 3,525 | 4,139 | |||||||||
|
Total
|
14,558 | 46,606 | 56,759 | |||||||||
|
Research and development
|
1,715 | 9,799 | 16,098 | |||||||||
|
Selling, general and administrative
|
9,743 | 16,550 | 24,336 | |||||||||
|
Income from operations
|
3,100 | 20,257 | 16,325 | |||||||||
|
Other expenses, net
|
(70 | ) | (44 | ) | (35 | ) | ||||||
|
Income before income taxes
|
$ | 3,030 | $ | 20,213 | $ | 16,290 | ||||||
Geographic
Information
Sales to non-U.S. customers accounted for 8.4%, 4.5% and 1.5% of
revenue for the fiscal years ended April 30, 2004, 2005 and
2006, respectively.
F-22
Table of Contents
AeroVironment, Inc.
Notes to Consolidated Financial Statements —
(Continued)
| 13. | Quarterly Results of Operations (unaudited) |
The following table presents selected unaudited consolidated
financial data for each of the eight quarters in the two-year
period ended April 30, 2006. In the Company’s opinion,
this unaudited information has been prepared on the same basis
as the audited information and includes all adjustments
(consisting of only normal recurring adjustments) necessary for
a fair statement of the financial information for the period
presented.
| Three Months Ended | ||||||||||||||||
|
July 31, |
October 30, |
January 29, |
April 30, |
|||||||||||||
|
2004
|
2004
|
2005
|
2005
|
|||||||||||||
| (In thousands except per share data) | ||||||||||||||||
|
Year ended April 30,
2005
|
||||||||||||||||
|
Revenue
|
$ | 18,305 | $ | 27,951 | $ | 26,212 | $ | 32,687 | ||||||||
|
Gross margin
|
$ | 6,035 | $ | 11,122 | $ | 11,485 | $ | 17,964 | ||||||||
|
Net income
|
$ | 1,018 | $ | 4,211 | $ | 3,651 | $ | 5,802 | ||||||||
|
Net income per share —
Basic(1)
|
$ | 0.60 | $ | 2.30 | $ | 1.99 | $ | 3.16 | ||||||||
|
Net income per share —
Diluted(1)
|
$ | 0.55 | $ | 2.17 | $ | 1.88 | $ | 2.84 | ||||||||
| Three Months Ended | ||||||||||||||||
|
July 30, |
October 29, |
January 28, |
April 30, |
|||||||||||||
|
2005
|
2005
|
2006
|
2006
|
|||||||||||||
| (In thousands except per share data) | ||||||||||||||||
|
Year ended April 30,
2006
|
||||||||||||||||
|
Revenue
|
$ | 30,752 | $ | 42,550 | $ | 35,468 | $ | 30,587 | ||||||||
|
Gross margin
|
$ | 11,236 | $ | 17,650 | $ | 15,377 | $ | 12,496 | ||||||||
|
Net income (loss)
|
$ | 1,338 | $ | 6,028 | $ | 3,972 | $ | 71 | ||||||||
|
Net income (loss) per
share — Basic
|
$ | 0.73 | $ | 3.28 | $ | 2.15 | $ | 0.04 | ||||||||
|
Net income (loss) per
share — Diluted
|
$ | 0.65 | $ | 2.85 | $ | 1.88 | $ | 0.03 | ||||||||
| (1) | Earnings per share is computed independently for each of the quarters presented. The sum of the quarterly earnings per share in fiscal 2005 and 2006 does not equal the total earnings per share computed for the year due to rounding. |
F-23
Table of Contents
SCHEDULE II —
VALUATION AND QUALIFYING ACCOUNTS
| Additions | ||||||||||||||||||||
|
Balance at |
Charged to |
Charged to |
Balance at |
|||||||||||||||||
|
Beginning |
Costs and |
Other |
End of |
|||||||||||||||||
|
Description
|
of
Period
|
Expenses
|
Accounts
|
Deductions
|
Period
|
|||||||||||||||
|
Allowance for doubtful accounts
for the year ended April 30:
|
||||||||||||||||||||
|
2004
|
$ | 32 | $ | 153 | $ | 36 | $ | (186 | ) | $ | 35 | |||||||||
|
2005
|
$ | 35 | $ | 159 | $ | — | $ | (106 | ) | $ | 88 | |||||||||
|
2006
|
$ | 88 | $ | 6 | $ | — | $ | (8 | ) | $ | 86 | |||||||||
|
Warranty reserve for the year
ended April 30:
|
||||||||||||||||||||
|
2004
|
$ | 160 | $ | 236 | $ | — | $ | (236 | ) | $ | 160 | |||||||||
|
2005
|
$ | 160 | $ | 315 | $ | — | $ | (193 | ) | $ | 282 | |||||||||
|
2006
|
$ | 282 | $ | 589 | $ | — | $ | (527 | ) | $ | 344 | |||||||||
|
Reserve for inventory
excess and obsolescence for the year ended April 30:
|
||||||||||||||||||||
|
2004
|
$ | 364 | $ | 913 | $ | 517 | $ | (1,201 | ) | $ | 593 | |||||||||
|
2005
|
$ | 593 | $ | 2,355 | $ | 1,537 | $ | (3,353 | ) | $ | 1,132 | |||||||||
|
2006
|
$ | 1,132 | $ | — | $ | 505 | $ | (824 | ) | $ | 813 | |||||||||
F-24
Table of Contents
AeroVironment,
Inc.
Unaudited
Condensed Consolidated Balance Sheets
(In thousands except share data)
|
April 30, |
July 29, |
|||||||
|
2006
|
2006
|
|||||||
| (Unaudited) | ||||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 15,388 | $ | 13,478 | ||||
|
Restricted cash
|
1,532 | 1,555 | ||||||
|
Accounts receivable, net of
allowance for doubtful accounts of $86 in April 30, 2006
and $86 in July 29, 2006
|
21,582 | 14,313 | ||||||
|
Unbilled receivables and retentions
|
4,842 | 5,310 | ||||||
|
Inventories, net
|
11,453 | 11,037 | ||||||
|
Deferred income taxes
|
1,090 | 1,090 | ||||||
|
Prepaid expenses and other current
assets
|
621 | 709 | ||||||
|
Total current assets
|
56,508 | 47,492 | ||||||
|
Property and equipment, net
|
6,098 | 6,112 | ||||||
|
Deferred income taxes
|
2,053 | 2,053 | ||||||
|
Other assets
|
119 | 119 | ||||||
|
Total assets
|
$ | 64,778 | $ | 55,776 | ||||
|
Liabilities and
shareholders’ equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 8,521 | $ | 5,312 | ||||
|
Wages and related accruals
|
8,451 | 5,173 | ||||||
|
Customer advances
|
9,031 | 4,312 | ||||||
|
Other accrued liabilities
|
2,027 | 2,452 | ||||||
|
Total current liabilities
|
28,030 | 17,249 | ||||||
|
Deferred rent
|
408 | 392 | ||||||
|
Long-term retirement costs
|
2,209 | 2,209 | ||||||
|
Commitments and contingencies
|
||||||||
|
Shareholders’ equity:
|
||||||||
|
Common stock, no par value:
|
||||||||
|
Authorized shares —
25,000,000
|
||||||||
|
Issued and outstanding
shares — 1,887,489 at April 30, 2006 and
1,935,289 at July 29, 2006
|
1,726 | 2,156 | ||||||
|
Retained earnings
|
32,405 | 33,770 | ||||||
|
Total shareholders’ equity
|
34,131 | 35,926 | ||||||
|
Total liabilities and
shareholders’ equity
|
$ | 64,778 | $ | 55,776 | ||||
See accompanying notes to unaudited condensed consolidated
financial statements.
F-25
Table of Contents
AeroVironment,
Inc.
Unaudited
Condensed Consolidated Statements of Income
(In thousands except share and per share data)
| Three months ended | ||||||||
|
July 30, |
July 29, |
|||||||
|
2005
|
2006
|
|||||||
|
Revenue:
|
||||||||
|
Product sales
|
$ | 25,933 | $ | 23,844 | ||||
|
Contract services
|
4,819 | 7,713 | ||||||
| 30,752 | 31,557 | |||||||
|
Cost of sales:
|
||||||||
|
Product sales
|
16,242 | 14,301 | ||||||
|
Contract services
|
3,274 | 5,270 | ||||||
| 19,516 | 19,571 | |||||||
|
Gross margin
|
11,236 | 11,986 | ||||||
|
Research and development
|
3,509 | 3,841 | ||||||
|
Selling, general and administrative
|
5,628 | 6,132 | ||||||
|
Income from operations
|
2,099 | 2,013 | ||||||
|
Other (expenses) income, net
|
(187 | ) | 206 | |||||
|
Income before income taxes
|
1,912 | 2,219 | ||||||
|
Provision for income taxes
|
574 | 854 | ||||||
|
Net income
|
$ | 1,338 | $ | 1,365 | ||||
|
Earnings per share data:
|
||||||||
|
Net income
|
||||||||
|
Basic
|
$ | 0.73 | $ | 0.71 | ||||
|
Diluted
|
$ | 0.65 | $ | 0.63 | ||||
|
Weighted average shares
outstanding:
|
||||||||
|
Basic
|
1,838,339 | 1,919,361 | ||||||
|
Diluted
|
2,050,620 | 2,154,890 | ||||||
See accompanying notes to unaudited condensed consolidated
financial statements.
F-26
Table of Contents
AeroVironment,
Inc.
Unaudited
Condensed Consolidated Statements of Cash Flows
(In thousands)
| Three months ended | ||||||||
|
July 30, |
July 29, |
|||||||
|
2005
|
2006
|
|||||||
|
Operating activities
|
||||||||
|
Net income
|
$ | 1,338 | $ | 1,365 | ||||
|
Adjustments to reconcile net
income to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
373 | 667 | ||||||
|
Long-term retirement costs
|
559 | — | ||||||
|
Tax benefit from grant of stock
options
|
— | 213 | ||||||
|
Loss on disposition of property
and equipment
|
185 | — | ||||||
|
Changes in operating assets and
liabilities:
|
||||||||
|
Accounts receivable
|
5,803 | 7,269 | ||||||
|
Unbilled receivables and retentions
|
(2,584 | ) | (468 | ) | ||||
|
Inventories
|
1,622 | 416 | ||||||
|
Other assets
|
(19 | ) | (88 | ) | ||||
|
Accounts payable
|
(4,000 | ) | (3,209 | ) | ||||
|
Customer advances
|
(4,919 | ) | (4,719 | ) | ||||
|
Other liabilities
|
583 | (2,869 | ) | |||||
|
Net cash and cash equivalents used
in operating activities
|
(1,059 | ) | (1,423 | ) | ||||
|
Investing activities
|
||||||||
|
Acquisition of property and
equipment
|
(636 | ) | (681 | ) | ||||
|
Transfer to restricted cash
|
— | (23 | ) | |||||
|
Cash and cash equivalents used in
investing activities
|
(636 | ) | (704 | ) | ||||
|
Financing activities
|
||||||||
|
Payment of long-term debt
|
(743 | ) | (6,232 | ) | ||||
|
Proceeds of long-term debt
|
493 | 6,232 | ||||||
|
Exercise of stock options
|
— | 217 | ||||||
|
Net cash (used in) provided by
financing activities
|
(250 | ) | 217 | |||||
|
Net decrease in cash
|
(1,945 | ) | (1,910 | ) | ||||
|
Cash and cash equivalents at
beginning of period
|
10,060 | 15,388 | ||||||
|
Cash and cash equivalents at end
of period
|
$ | 8,115 | $ | 13,478 | ||||
|
Supplemental disclosures of
cash flow information
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest
|
$ | 38 | $ | 5 | ||||
|
Income taxes
|
$ | 69 | $ | 13 | ||||
See accompanying notes to unaudited condensed consolidated
financial statements.
F-27
Table of Contents
AeroVironment,
Inc.
| 1. | Organization and Significant Accounting Policies |
Organization
AeroVironment, Inc., a California corporation, is engaged in
design, development and production of unmanned aircraft systems
and energy technologies for various industries and governmental
agencies.
Basis of
Presentation
The accompanying unaudited consolidated financial statements
have been prepared in accordance with U.S. generally
accepted accounting principles or interim financial information
and with the instructions of
Form 10-Q
and Article 10 of
Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by U.S. generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation with respect to
the interim financial statements have been included. The results
of operations for the three months ended July 29, 2006 are
not necessarily indicative of the results for the full year
ending April 30, 2007. For further information, refer to
the consolidated financial statements and footnotes thereto for
the year ended April 30, 2006, included herein.
Basis of
Consolidation
The accompanying consolidated financial statements include the
accounts of AeroVironment, Inc. and its wholly-owned
subsidiaries: AV S.r.l., Skytower, LLC, Skytower Inc., AILC,
Inc. and Regenerative Fuel Cell Systems, LLC (collectively
referred to herein as the “Company”). AV S.r.l. was
created during the year ended April 30, 2006, to enable
customer support efforts in Italy and future business
development in Europe; no sales were recorded in the year ended
April 30, 2006. Skytower, LLC, Skytower Inc., AILC, Inc.
and Regenerative Fuel Cell Systems, LLC had no operations during
the three months ended July 28, 2005 and July 29,
2006. All intercompany balances and transactions have been
eliminated in consolidation.
Segments
The Company’s products are sold and divided among three
reportable segments as defined by Statement of Financial
Accounting Standards (“SFAS”) No. 131,
Disclosures about Segments of an Enterprise and Related
Information to reflect the Company’s strategic goals.
Operating segments are defined as components of an enterprise
about which separate financial information is available that is
evaluated regularly by the Chief Operating Decision Maker
(“CODM”), in deciding how to allocate resources and in
assessing performance. The Company’s CODM is the Chief
Executive Officer who reviews the revenue and gross margin
results for each of these segments in making decisions about
allocating resources, including the focus of research and
development activities, and assessing performance. The
Company’s reportable segments are business units that offer
different products and services and are managed separately.
Use of
Estimates
The preparation of consolidated financial statements in
conformity with U.S. generally accepted accounting
principles requires management to make estimates and
assumptions, including estimates of anticipated contract costs
and revenue utilized in the revenue recognition process, that
affect the reported amounts in the consolidated financial
statements and accompanying notes. Actual results could differ
from those estimates.
F-28
Table of Contents
AeroVironment,
Inc.
Unaudited Notes
to Condensed Consolidated Financial Statements —
(Continued)
Recently
Issued Accounting Standards
In November 2005, the Financial Accounting Standards Board
(“FASB”) issued FASB Staff Position
No. FAS 123R-3
(“FSP 123R-3”), Transition Election Related to
Accounting for the Tax Effects of Share-Based Payment
Awards. FSP 123R-3 provides an elective alternative
transition method for calculating the pool of excess tax
benefits available to absorb tax deficiencies recognized
subsequent to the adoption of FAS 123R. Companies may take
up to one year from the effective date of FSP 123R-3 to evaluate
the available transition alternatives and make a one-time
election as to which method to adopt. The Company is currently
in the process of evaluating the alternative methods.
In July 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes — An
Interpretation of FASB Statement No. 109 (FIN 48).
FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods, disclosure, and transition. This accounting standard
will be effective for the Company beginning May 1, 2007.
The Company is currently assessing the provisions of FIN 48.
| 2. | Inventories, net |
Inventories are stated at the lower of cost (using the weighted
average costing method) or market value. Inventory write-offs
and write-down provisions are provided to cover risks arising
from slow-moving items or technological obsolescence and for
market prices lower than cost. The Company periodically
evaluates the quantities on hand relative to current and
historical selling prices and historical and projected sales
volume. Based on this evaluation, provisions are made to write
inventory down to its market value.
Inventories consist of the following:
|
April 30, |
July 29, |
|||||||
|
2006
|
2006
|
|||||||
| (In thousands) | ||||||||
|
Raw materials
|
$ | 4,750 | $ | 4,449 | ||||
|
Work in process
|
2,413 | 2,757 | ||||||
|
Finished goods
|
5,103 | 4,661 | ||||||
| 12,266 | 11,867 | |||||||
|
Reserve for inventory obsolescence
|
(813 | ) | (830 | ) | ||||
|
Inventories, net
|
$ | 11,453 | $ | 11,037 | ||||
| 3. | Bank Borrowings |
The Company has a working capital line of credit with a bank,
amended on June 16, 2005, which increased the borrowing
limit from $10,000,000 to $16,500,000. Borrowings bear interest
at the bank’s prime commercial lending rate, which was
7.75% and 8.25% as of April 30, 2006 and July 29,
2006, respectively. The line of credit is secured by
substantially all of the Company’s assets. Payment of
amounts outstanding is made at the Company’s discretion.
The line of credit is secured by substantially all of the
Company’s assets. All principal plus accrued interest is
due August 31, 2007. The Company had no outstanding balance
on the line of credit as of April 30, 2006 and
July 29, 2006.
Interest expense was approximately $30,000 and $6,000 for the
three months ended July 30, 2005 and July 29, 2006,
respectively, and is included in other (expenses) income, net.
F-29
Table of Contents
AeroVironment,
Inc.
Unaudited Notes
to Condensed Consolidated Financial Statements —
(Continued)
The credit agreement contains certain financial covenants and
conditions which require, among other things, that the Company
maintain certain tangible net worth and cash flow ratios. The
Company was in compliance with these covenants as of
April 30, 2006 and July 29, 2006.
| 4. | Earnings Per Share |
The reconciliation of diluted to basic shares is as follows:
| Three Months Ended | ||||||||
|
July 30, |
July 29, |
|||||||
|
2005
|
2006
|
|||||||
|
Denominator for basic earnings per
share:
|
||||||||
|
Weighted average common shares
|
1,838,339 | 1,919,361 | ||||||
|
Dilutive effect of employee stock
options
|
212,281 | 235,529 | ||||||
|
Denominator for diluted earnings
per share
|
2,050,620 | 2,154,890 | ||||||
During the three months ended July 30, 2005 and
July 29, 2006, there were no stock options that were
anti-dilutive to earnings per share.
| 5. | Stock Based Compensation |
In December 2004, the FASB issued SFAS No. 123
(revised 2004), Share-Based Payment
(“SFAS 123R”). SFAS 123R requires that
compensation expense relating to share-based payment
transactions be recognized in financial statements at estimated
fair value. The scope of SFAS 123R includes a wide range of
share-based compensation arrangements, including share options,
restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. This
standard replaces SFAS 123 and supersedes APB 25. The
Company has historically used the minimum value method in
determining the volatility factors utilized in its fair value
estimates as a non-public entity. SFAS 123R does not
provide for the use of the minimum value method. If the Company
is unable to accurately estimate its expected volatility based
on the Company’s share price, it may measure awards based
on “calculated value” (which substitutes the
volatility of an appropriate index for the volatility of the
entity’s own share price). Share-based benefits will be
valued at fair value using the Black-Scholes option pricing
model. The fair value will be expensed over the vesting period.
The adoption of SFAS 123R will result in the recording of
non-cash compensation expense for options granted on or after
May 1, 2006.
The Company adopted SFAS 123R effective May 1,
2006. Because the Company historically used the
minimum value method of measuring stock options, implementation
of SFAS 123R applies prospectively to new awards after
adoption. No expense is recognized for options granted prior to
adoption. No awards were granted and no expense recognized
during the three months ended July 29, 2006 as a result of
adoption.
The Company has an Equity Incentive Plan (the 2002 Plan) for
officers, directors and key employees. Under the 2002 Plan,
incentive stock options or nonqualified stock options may be
granted, as determined by the administrator at the time of
grant. Stock purchase rights may also be granted under the 2002
Plan. The maximum number of options which may be granted under
the 2002 Plan is equal to 50% of the Company’s total shares
outstanding, less options outstanding under plans other than the
2002 Plan, but not to exceed 500,000. At July 29, 2006,
248,600 options were available for grant under the 2002 Plan.
Options under the 2002 Plan are granted at their fair market
value. The options become exercisable at various times over a
five-year period from the grant date.
F-30
Table of Contents
AeroVironment,
Inc.
Unaudited Notes
to Condensed Consolidated Financial Statements —
(Continued)
Information related to the stock option plans at July 29,
2006 and for the three months then ended is as follows:
| 2002 Plan | 1994 Directors’ Plan | 1992 Plan | ||||||||||||||||||||||
|
Weighted |
Weighted- |
Weighted |
||||||||||||||||||||||
|
Average |
Average |
Average |
||||||||||||||||||||||
|
Exercise |
Exercise |
Exercise |
||||||||||||||||||||||
|
Shares
|
Price
|
Shares
|
Price
|
Shares
|
Price
|
|||||||||||||||||||
|
Outstanding at April 30, 2006
|
232,550 | $ | 7.62 | 10,000 | $ | 4.17 | 291,100 | $ | 3.91 | |||||||||||||||
|
Options granted
|
— | — | — | — | — | — | ||||||||||||||||||
|
Options exercised
|
(28,600 | ) | 4.79 | (5,000 | ) | 4.17 | (14,200 | ) | 4.17 | |||||||||||||||
|
Options canceled
|
(900 | ) | 10.78 | — | — | — | — | |||||||||||||||||
|
Outstanding at July 29, 2006
|
203,050 | $ | 8.01 | 5,000 | $ | 4.17 | 276,900 | $ | 3.89 | |||||||||||||||
|
Options exercisable at
July 29, 2006
|
57,550 | $ | 4.81 | 5,000 | $ | 4.17 | 276,900 | $ | 3.89 | |||||||||||||||
The following tabulation summarizes certain information
concerning outstanding and exercisable options at July 29,
2006:
| Options Outstanding | ||||||||||||||||||||
|
Weighted |
||||||||||||||||||||
|
Average |
Options Exercisable | |||||||||||||||||||
|
Remaining |
Weighted |
Weighted |
||||||||||||||||||
|
Range
of |
As
of |
Contractual |
Average |
As
of |
Average |
|||||||||||||||
|
Exercise |
July 29, |
Life In |
Exercise |
July 29, |
Exercise |
|||||||||||||||
|
Prices
|
2006
|
Years
|
Price
|
2006
|
Price
|
|||||||||||||||
|
$2.60
|
49,000 | 6.90 | $ | 2.60 | 49,000 | $ | 2.60 | |||||||||||||
|
$4.17
|
232,900 | 5.68 | $ | 4.17 | 232,900 | $ | 4.17 | |||||||||||||
|
$4.48-$5.50
|
140,550 | 6.88 | $ | 4.90 | 57,550 | $ | 4.81 | |||||||||||||
|
$15.00
|
62,500 | 9.23 | $ | 15.00 | — | $ | 0.00 | |||||||||||||
|
$2.60-$15.00
|
484,950 | 6.61 | $ | 5.62 | 339,450 | $ | 4.05 | |||||||||||||
| 6. | Segment Data |
The Company’s product segments are as follows:
| • | Unmanned Aircraft Systems (“UAS”) — The UAS segment consists primarily of the design and manufacture of small unmanned aircraft systems solutions. | |
| • | PosiCharge Fast Charge Systems (“PosiCharge”) — The PosiCharge segment supplies fast charge systems for electric industrial vehicle batteries. | |
| • | Energy Technology Center — The Energy Technology Center segment consists of energy development projects and power processing test equipment product sales. |
Because the products they design and sell generally define
operating segments, they do not make sales to each other.
Depreciation and amortization related to the manufacturing of
goods is included in gross profit for the segments. The Company
does not discretely allocate assets to its operating segments,
nor does the CODM evaluate operating segments using discrete
asset information. Consequently, the Company operates its
financial systems as a single segment for accounting and control
purposes, maintains a single indirect rate structure across all
segments, has no inter-
F-31
Table of Contents
AeroVironment,
Inc.
Unaudited Notes
to Condensed Consolidated Financial Statements —
(Continued)
segment sales or corporate elimination transactions, and
maintains only limited financial statement information by
segment.
The segment results are as follows (in thousands):
| For the Three Months Ended | ||||||||
|
July 30, |
July 29, |
|||||||
|
2005
|
2006
|
|||||||
|
Revenue
|
||||||||
|
UAS
|
$ | 24,303 | $ | 24,983 | ||||
|
PosiCharge
|
4,559 | 4,943 | ||||||
|
Energy Technology Center
|
1,890 | 1,631 | ||||||
|
Total
|
30,752 | 31,557 | ||||||
|
Gross margin
|
||||||||
|
UAS
|
8,633 | 9,271 | ||||||
|
PosiCharge
|
1,637 | 1,940 | ||||||
|
Energy Technology Center
|
966 | 775 | ||||||
|
Total
|
11,236 | 11,986 | ||||||
|
Research and development
|
3,509 | 3,841 | ||||||
|
Selling, general and administrative
|
5,628 | 6,132 | ||||||
|
Income from operations
|
2,099 | 2,013 | ||||||
|
Other expenses, net
|
(187 | ) | 206 | |||||
|
Income before income taxes
|
$ | 1,912 | $ | 2,219 | ||||
Geographic
Information
Sales to non-U.S. customers accounted for 0.4% and 16.7% of
revenue for the three months ended July 30, 2005 and
July 29, 2006, respectively.
F-32
Table of Contents
Shares
AeroVironment, Inc.
Common Stock
Goldman, Sachs &
Co.
Friedman Billings
Ramsey
Raymond James
Stifel Nicolaus
Table of Contents
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
| Item 13. | Other Expenses of Issuance and Distribution |
The following table sets forth the fees and expenses, other than
underwriting discounts and commissions, payable in connection
with the registration of the common stock hereunder. All amounts
are estimates except the SEC registration fee, the NASD filing
fee and the Nasdaq Global Market listing fee.
|
Amount to be |
||||
|
Item
|
paid
|
|||
|
SEC Registration Fee
|
$ | 12,305 | ||
|
NASD Filing Fee
|
12,000 | |||
|
Nasdaq Global Market Listing Fee
|
100,000 | |||
|
Legal Fees and Expenses
|
* | |||
|
Accounting Fees and Expenses
|
* | |||
|
Printing and Engraving Expenses
|
* | |||
|
Blue Sky Fees and Expenses
|
* | |||
|
Transfer Agent and Registrar Fees
|
* | |||
|
Miscellaneous Expenses
|
* | |||
|
Total
|
$ | * | ||
| * | To be completed by amendment. |
| Item 14. | Indemnification of Directors and Officers |
We plan to reincorporate in Delaware prior to the effectiveness
of this registration statement. Section 102 of the Delaware
General Corporation Law allows a corporation to eliminate the
personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except where the director
breached the duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law,
authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an
improper personal benefit.
Section 145 of the Delaware General Corporation Law
provides, among other things, that we may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding — other than an action by or in the right
of the corporation — by reason of the fact that the
person is or was a director, officer, agent, or employee of the
corporation, or is or was serving at our request as a director,
officer, agent or employee of another corporation, partnership,
joint venture, trust or other enterprise against expenses,
including attorneys’ fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding. The
power to indemnify applies (a) if such person is successful
on the merits or otherwise in defense of any action, suit or
proceeding or (b) if such person acting in good faith and
in a manner he reasonably believed to be in the best interest,
or not opposed to the best interest, of the corporation, and
with respect to any criminal action or proceeding had no
reasonable cause to believe their conduct was unlawful. The
power to indemnify applies to actions brought by or in the right
of the corporation as well but only to the extent of defense
expenses, including attorneys’ fees but excluding amounts
paid in settlement, actually and reasonably incurred and not to
any satisfaction of judgment or settlement of the claim itself,
and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication
of liability to the corporation, unless the court believes that
in light of all the circumstances indemnification should apply.
II-1
Table of Contents
Our amended and restated certificate of incorporation, to be
attached as Exhibit 3.2 hereto, and our amended and
restated bylaws, to be attached as Exhibit 3.4 hereto,
which will be effective upon completion of the offering of our
common stock pursuant to this registration statement, will
provide that we will indemnify each of our directors and
officers to the fullest extent permitted by the Delaware General
Corporate Law. In addition, in connection with this offering, we
intend to enter into indemnification agreements with each of our
executive officers and directors. The indemnification provisions
contained in these agreements may be broader than those
contained in the Delaware General Corporation Law. In addition,
we intend to purchase and maintain insurance on behalf of any
person who is or was a director or officer against any loss
arising from any claim asserted against him or her and incurred
by him or her in that capacity, subject to certain exclusions
and limits of the amount of coverage.
The underwriting agreement, to be attached as Exhibit 1.1
hereto, provides for indemnification by the underwriters of us,
our executive officers and directors, and indemnification of the
underwriters by us for certain liabilities, including
liabilities arising under the Securities Act of 1933, as
amended, in connection with matters specifically provided in
writing by the underwriters for inclusion in the registration
statement.
| Item 15. | Recent Sales of Unregistered Securities |
During the last three years, we have issued securities in the
following transactions, each of which was exempt from the
registration requirements of the Securities Act. No underwriters
were involved in any of the below-referenced sales of securities.
1. From May 2003 through September 2006, we granted stock
options to purchase 148,500 shares of our common stock at
exercise prices ranging from $4.48 to $82.98 per share to
our employees and directors under our employee benefit plans.
During this period, 16,500 options were surrendered resulting in
a net of 114,500 options granted. During that time, options to
purchase 341,990 shares of our common stock were exercised,
for an aggregate consideration of approximately $1,211,092.
The sales and issuances of securities in the transactions
described above were deemed to be exempt from registration under
the Securities Act of 1933, as amended, in reliance upon
Rule 701 promulgated under Section 3(b) of the
Securities Act of 1933, as amended, as transactions pursuant to
compensatory benefit plans and contracts relating to
compensation as provided under Rule 701. The recipients of
securities in each transaction represented their intentions to
acquire the securities for investment only and not with a view
to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in
these transactions. All recipients had adequate access, through
employment or other relationships, to information about us.
There were no underwriters employed in connection with any of
the transactions set forth in this Item 15.
| Item 16. | Exhibits and Financial Statement Schedules |
Exhibits
The attached Exhibit Index is incorporated herein by
reference.
Financial
Statement Schedules
Schedule II: Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the
information required to be set forth therein is not applicable
or is shown in the financial statements or notes thereto.
II-2
Table of Contents
| Item 17. | Undertakings |
We hereby undertake to provide to the underwriters at the
closing specified in the underwriting agreement certificates in
such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933, as amended, may be
permitted to our directors, officers and controlling persons of
the Registrant, we have been advised that in the opinion of the
SEC, this indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification
against these liabilities (other than the payment by the
Registrant of expenses incurred or paid by any of our directors,
officers or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by a director, officer
or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether this
indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the
final adjudication of this issue.
We hereby undertake that:
(a) For purposes of determining any liability under the
Securities Act of 1933, as amended, the information omitted from
a form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act of 1933, as amended, shall be deemed to be part of this
registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the
Securities Act of 1933, as amended, each post-effective
amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
II-3
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, AeroVironment, Inc. has duly caused this Registration
Statement on
Form S-1
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Monrovia, California on the 28th day of
September, 2006.
AEROVIRONMENT, INC.
| By: |
/s/ Timothy
E. Conver
|
Timothy E. Conver
Chief Executive Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Timothy E.
Conver and Stephen C. Wright, and each of them, his true and
lawful
attorneys-in-fact
and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and
to sign any registration statement for the same Offering covered
by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective
amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the SEC,
granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such
attorneys-in-fact
and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on
Form S-1
has been signed by the following persons in the capacities and
on the dates indicated.
|
Signature
|
Title
|
Date
|
||||
|
/s/ Timothy
E. Conver Timothy E. Conver |
Chief Executive Officer and Director (Principal Executive Officer) | September 28, 2006 | ||||
|
/s/ Stephen
C. Wright Stephen C. Wright |
Chief Financial Officer (Principal Financial and Accounting Officer) | September 28, 2006 | ||||
|
/s/ Paul
B. MacCready Paul B. MacCready |
Chairman of the Board of Directors | September 28, 2006 | ||||
|
/s/ Joseph
F. Alibrandi Joseph F. Alibrandi |
Director | September 28, 2006 | ||||
|
/s/ Kenneth
R. Baker Kenneth R. Baker |
Director | September 28, 2006 | ||||
II-4
Table of Contents
|
Signature
|
Title
|
Date
|
||||
|
/s/ Arnold
L. Fishman Arnold L. Fishman |
Director | September 28, 2006 | ||||
|
/s/ Murray
Gell-Mann Murray Gell-Mann |
Director | September 28, 2006 | ||||
|
/s/ Charles
R. Holland Charles R. Holland |
Director | September 28, 2006 | ||||
II-5
Table of Contents
EXHIBIT INDEX
|
Exhibit |
||||
|
Number
|
Description
|
|||
| 1 | .1* | Form of Underwriting Agreement | ||
| 3 | .1 | Restated Articles of Incorporation of AeroVironment, Inc., as currently in effect | ||
| 3 | .2* | Form of Amended and Restated Certificate of Incorporation of AeroVironment, Inc., to be in effect upon completion of the offering | ||
| 3 | .3 | Amended Bylaws of AeroVironment, Inc., as currently in effect | ||
| 3 | .4* | Form of Amended and Restated Bylaws of AeroVironment, Inc., to be in effect upon completion of the offering | ||
| 4 | .1* | Form of AeroVironment, Inc.’s Common Stock Certificate | ||
| 4 | .2 | Voting Agreement, dated July 29, 2004, among AeroVironment, Inc., P. and J. MacCready Living Trust (Restated), Parker MacCready, Tyler MacCready, Marshall MacCready, the Whiting Family Limited Partnership and Timothy E. Conver | ||
| 4 | .3 | Irrevocable Proxy, dated October 30, 2000, between W. Ray Morgan and AeroVironment, Inc. | ||
| 4 | .4 | Proxy for Common Stock of AeroVironment, Inc., dated January 8, 1993, between Marshall MacCready and Paul B. MacCready | ||
| 4 | .5 | Proxy for Common Stock of AeroVironment, Inc., dated January 14, 1993, between Tyler MacCready and Paul B. MacCready | ||
| 4 | .6 | Proxy for Common Stock of AeroVironment, Inc., dated January 14, 1993, between Parker MacCready and Paul B. MacCready | ||
| 5 | .1* | Opinion of Latham & Watkins LLP | ||
| 10 | .1*# | Form of Director and Executive Officer Indemnification Agreement | ||
| 10 | .2# | AeroVironment, Inc. Nonqualified Stock Option Plan | ||
| 10 | .3# | Form of Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Nonqualified Stock Option Plan | ||
| 10 | .4# | AeroVironment, Inc. Directors’ Nonqualified Stock Option Plan | ||
| 10 | .5# | Form of Directors’ Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Directors’ Nonqualified Stock Option Plan | ||
| 10 | .6# | AeroVironment, Inc. 2002 Equity Incentive Plan | ||
| 10 | .7# | Form of AeroVironment, Inc. 2002 Equity Incentive Plan Stock Option Agreement | ||
| 10 | .8*# | Director Equity Compensation Policy | ||
| 10 | .9*# | AeroVironment, Inc. 2006 Equity Incentive Plan | ||
| 10 | .10*# | Form of Stock Option Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan | ||
| 10 | .11# | AeroVironment, Inc. Supplemental Executive Retirement Plan, dated May 19, 2005 | ||
| 10 | .12 | Sublease Agreement, dated February 17, 2005, among AeroVironment, Inc., L-3 Communications Corporation and Thermotrex Corporation, for the property located at 900 Enchanted Way, Simi Valley, California 93065 | ||
| 10 | .13 | Standard Industrial/Commercial Single-Tenant Lease, dated August 8, 2005, between AeroVironment, Inc. and FKT Associates, for the property located at 1960 Walker Ave., Monrovia, California 91016 | ||
| 10 | .14 | Business Loan Agreement, dated June 16, 2005, between AeroVironment, Inc. and California Bank & Trust | ||
| 10 | .15† | AV Direct Project Request, dated July 7, 2005, between AeroVironment, Inc. and Marine Corps System Command | ||
| 10 | .16† | Award Contract, dated December 22, 2005, between AeroVironment, Inc. and Marine Corps System Command | ||
| 10 | .17† | Award Contract, dated August 15, 2005, between AeroVironment, Inc. and U.S. Army Aviation & Missile Command | ||
| 10 | .18† | Award Contract, dated September 21, 2004, between AeroVironment, Inc. and Natick Contracting Division | ||
Table of Contents
|
Exhibit |
||||
|
Number
|
Description
|
|||
| 10 | .19† | Award Contract, dated January 2, 2004, between AeroVironment, Inc. and U.S. Army Aviation & Missile Command | ||
| 10 | .20# | Standard Consulting Agreement, dated February 1, 2004, between AeroVironment, Inc. and Charles R. Holland | ||
| 10 | .21# | Standard Consulting Agreement, dated November 1, 2005, between AeroVironment, Inc. and Charles R. Holland | ||
| 10 | .22# | Promissory Note, dated June 30, 2004, between AeroVironment, Inc. and Timothy E. Conver | ||
| 10 | .23# | Retiree Medical Plan | ||
| 21 | .1 | Subsidiaries of AeroVironment, Inc. | ||
| 23 | .1 | Consent of Ernst & Young LLP, independent registered public accounting firm | ||
| 23 | .2* | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | ||
| 24 | .1 | Power of Attorney (See page II-4) | ||
| * | To be filed by amendment. | |
| † | Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the Registration Statement and submitted separately to the SEC. | |
| # | Indicates management contract or compensatory plan. |
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
AEROVIRONMENT, INC.
One: The name of this corporation is AEROVIRONMENT, INC.
Two: The purposes for which this corporation is formed are:
(a) To primarily engage in the specific business of providing services and products in the
environmental and aeronautical fields;
(b) To engage in any one or more other businesses or transactions which the Board of Directors
of this corporation may from time to time authorize or approve, whether related or unrelated to the
business described in (a) above or to any other business then or theretofore done by this
Corporation;
(c) To exercise any and all rights and powers which a corporation may now or hereafter
exercise;
(d) To act as principal, agent, joint venturer, partner or in any other capacity which may be
authorized or approved by the Board of Directors of this corporation; and
(e) To transact business in the State of California or in any other jurisdiction of the United
States of America or elsewhere in the world.
The foregoing statement of purposes shall be construed as a statement of both purposes and
powers, and the purposes and powers in each clause shall, except where otherwise expressed, be in
nowise limited or restricted by reference to or inference from the terms or provisions of other
clauses but shall be regarded as independent purposes and powers.
Three: The county in the State of California where the principal office for the
transaction of the business of this corporation is to be located is Los Angeles County.
Four: The corporation is authorized to issue only one class of shares of stock. The
total number of said shares shall be 1,000,000. The aggregate par value of all of said shares
shall be One Million Dollars ($1,000,000.00), and the par value of each of said shares shall be One
Dollar ($1.00).
Five: (a) The number of directors of this corporation shall be three (3).
(b) The name and addresses of the persons who are appointed to act as the first directors of
this corporation
CARL B. PHELPS
|
606 South Hill Street | |
| Los Angeles, California | ||
MICHAEL M. SACHS
|
606 South Hill Street | |
| Los Angeles, California | ||
DAVID B. JONES
|
606 South Hill Street | |
| Los Angeles, California |
IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State
of California, the undersigned, constituting the incorporators of this corporation, including the
persons named hereinabove as the first directors of this corporation, have executed these Articles
of Incorporation this 22nd day of July, 1971.
| /s/ Carl B. Phelps | ||
| CARL B. PHELPS | ||
| /s/ Michael M. Sachs | ||
| MICHAEL M. SACHS | ||
| /s/ David B. Jones | ||
| DAVID B. JONES |
STATE OF CALIFORNIA
|
) | |||||
| ) | ss. | |||||
COUNTY OF LOS ANGELES
|
) |
On this 22nd day of July, 1971, before me, a Notary Public in and for said County and State,
personally appeared CARL B. PHELPS, MICHAEL M. SACHS and DAVID B. JONES, known to me to be the
persons whose names are subscribed to the foregoing Articles of Incorporation and acknowledged to
me that they executed the same.
WITNESS my hand and official seal.
| /s/ Audrey E. Rakamoto | ||
| Notary Public in and for said | ||
| County and State |
SEAL
2
RESTATED ARTICLES OF INCORPORATION
OF
AEROVIRONMENT, INC.
a California corporation
OF
AEROVIRONMENT, INC.
a California corporation
Paul B. MacCready, Jr. and Stanford H. Taylor certify that:
1. They are the duly elected and acting President and Secretary, respectively, of said
corporation.
2. The Articles of Incorporation of said corporation shall be amended and restated to read in
full as follows:
RESTATED ARTICLES OF INCORPORATION
OF
AEROVIRONMENT, INC.
OF
AEROVIRONMENT, INC.
The name of this corporation is AEROVIRONMENT, INC.
II
The purpose of this corporation is to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation law of California other than the banking
business, the trust company business or the practice of a profession permitted to be incorporated
by the California Corporations Code.
III
This corporation is authorized to issue only one (1) class of shares of stock; and the total
number of shares which this corporation is authorized to issue is one million (1,000,000).
IV
This corporation hereby elects to be governed by all the provisions of the California General
Corporation law as in effect on and after January 1, 1977 not otherwise applicable to it.
3. The foregoing amendment has been approved by the Board of Directors of said corporation.
4. The foregoing amendment was one which may be adopted with the approval of the Board of
Directors alone because the amendment effected does no more than conform the statement of purposes
and powers to subdivision (b) of Section 202 of the California General Corporation law and delete
references to par value, location of principal office and number of directors, all as permitted by
Section 202 of the California General Corporation law.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on March 19, 1982.
| /s/ Paul B. MacCready, Jr. | ||
| Paul B. MacCready, Jr. | ||
| President | ||
| /s/ Stanford H. Taylor | ||
| Stanford H. Taylor | ||
| Secretary |
2
Each of the undersigned declares under penalty of perjury under the laws of the State of
California that the matters set forth in the foregoing Certificate are true of his own knowledge.
Executed at Pasadena, California on March 19, 1982.
| /s/ Paul B. MacCready, Jr. | ||
| Paul B. MacCready, Jr. | ||
| /s/ Stanford H. Taylor | ||
| Stanford H. Taylor |
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
AEROVIRONMENT, INC.
ARTICLES OF INCORPORATION OF
AEROVIRONMENT, INC.
Paul
B. MacCready and
S. H.
Taylor certify that:
1. They are the President and the Secretary, respectively, of AEROVIRONMENT, INC., a
California corporation (the “Corporation”).
2. The Articles of Incorporation of the Corporation shall be amended by adding a new Article V
thereto as follows:
“V
“(a) Liability of Directors. The liability of the directors
of this corporation for monetary damages shall be eliminated to the fullest
extent permissible under California law.
“(b) Indemnification Generally. This corporation is
authorized to provide indemnification of agents (as defined in Section 317
of the Corporations Code) for breach of duty to the corporation and its
stockholders through bylaw provisions or through agreements with the agents,
or both, in excess of the indemnification otherwise permitted by Section 317
of the California Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the California Corporations
Code.”
3. The foregoing amendment of the Articles of Incorporation has been duly approved by the
Board of Directors.
4. The foregoing amendment of the Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with Section 902 of the California Corporations Code.
The total number of outstanding shares of the Corporation is 58,179. The number of shares voting
in favor of the amendment was 54,079 percent (93%) of the outstanding shares. The percentage
vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the
matters set forth in this Certificate are true and correct of our own knowledge.
Dated:
June 7, 1988.
| /s/ Paul B. MacCready | ||
| Paul B. MacCready, President | ||
| /s/ Stanford H. Taylor | ||
| Stanford H. Taylor, Secretary |
AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION
OF
AEROVIRONMENT, INC.
a California corporation
RESTATED ARTICLES OF INCORPORATION
OF
AEROVIRONMENT, INC.
a California corporation
Timothy Conver and Michael D. Wynn certify that:
1. They are the duly elected and acting President and Secretary, respectively, of said
corporation.
2. The Restated Articles of Incorporation of AEROVIRONMENT, INC. shall be amended by deleting
Article III thereof, and replacing such article with the following:
III
This corporation is authorized to issue only one (1) class of no par shares of stock; and the
total number of shares this corporation is authorized to issue is twenty-five million (25,000,000).
The purpose of this amendment is to effect a stock split. The effect on outstanding shares will
be to implement a twenty-five to one stock split.
3. The foregoing amendment has been approved by the Board of Directors of said corporation.
4. The foregoing amendment was one which may be adopted with the approval of the Board of
Directors alone under the provisions of section 902(c) of the California General Corporation Law as
it only allows the implementation of a stock split including an increase in the authorized number
of shares in proportion thereto.
IN
WITNESS WHEREOF, the undersigned have executed this Certificate on
January 4, 1994.
| /s/ Timothy Conver | ||
| Timothy Conver, President | ||
| /s/ Michael D. Wynn | ||
| Michael D. Wynn, Secretary |
1
Each of the undersigned declares under penalty of perjury under the laws of the State of
California that the matters set forth in the foregoing Certificate are true of his on knowledge.
Executed at Monrovia, California on January 4, 1994.
| /s/ Timothy Conver | ||
| Timothy Conver, President | ||
| /s/ Michael D. Wynn | ||
| Michael D. Wynn, Secretary |
2
Exhibit 3.3
BYLAWS
OF
AEROVIRONMENT, INC.
OF
AEROVIRONMENT, INC.
ARTICLE I
Offices
Section 1. Principal Executive Office. The principal executive office for the
transaction of the business of the corporation is hereby fixed and located at 145 Vista Avenue, in
the City of Pasadena, County of Los Angeles, State of California. The Board of Directors may change
the principal executive office from one location to another. Any such change shall be noted on the
bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices. The board of directors may at any time establish branch or
subordinate offices at any place or places where the corporation is qualified to do business.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings. Meetings of shareholders shall be held at any place
within or outside the State of California designated by the board of directors. In the absence of
any such designation share-holders’ meetings shall be held at the principal executive office of the
corporation.
Section 2. Annual Meeting. The annual meeting of shareholders shall be held each
year on the third Monday of April at ten o’clock (10:00) A.M. However, if this day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next succeeding full
business day. At each annual meeting directors shall be elected, and any other business may be
transacted.
Section 3. Special Meeting. A special meeting of the shareholders may be called at any
time by the board of directors, or by the chairman of the board, or by the president, or by one or
more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%)
of the votes at that meeting.
If a special meeting is called by any person or persons other than the board of directors, the
request shall be in writing, specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered personally or sent by registered mail or
by telegraphic or other facsimile transmission to the chairman of the board, the president, any
vice president or the secretary of the corporation. The officer receiving the request shall
cause notice to be promptly given to the shareholders entitled to vote, in accordance with the
provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time
requested by the person or persons calling the meeting not less than thirty-five (35) nor more than
sixty (60) days after the receipt of the request. If the notice is not given within twenty (20)
days after receipt of the request, the person or persons requesting the meeting may give the
notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting,
fixing or affecting the time when a meeting of shareholders called by action of the board of
directors may be held.
Section 4. Notice of Shareholders’ Meetings. All notices of meetings of shareholders
shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten
(10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the
place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of
the business to be transacted, or (ii) in the case of the annual meeting, those matters which the
board of directors, at the time of giving the notice, intends to present for action by the
shareholders. The notice of any meeting at which directors are to be elected shall include the name
of any nominee or nominees whom, at the time of the notice, management intends to present for
election.
If action is proposed to be taken at any meeting for approval of (i) a contract or transaction
in which a director has a direct of or indirect financial interest within the meaning of Section
350 of the Corporations Code of California, (ii) an amendment of the articles of incorporation
pursuant to Section 902 of that Code, (iii) a reorganization of the corporation pursuant to Section
1201 of that Code, (iv) a voluntary dissolution of the corporation pursuant to Section 1900 of that
Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding
preferred shares pursuant to Section 2007 of that Code, the notice shall also state the general
nature of that proposal.
Section 5. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of
shareholders shall he given either personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice. If no such address appears on the corporation’s books or is
so given, notice shall be deemed to have been given if sent to that shareholder by first-class mail
or telegraphic or other written communication to the corporation’s principal executive office, or
if published at least once in a newspaper of general circulation in the county where that office is
located. Notice shall be deemed to have been given at the time when delivered personally or
deposited in the mail or sent by telegram or other means of written communication.
If any notice addressed to a shareholder at the address of that shareholder appearing on the
books of the corporation is returned to the corporation by the United States Postal Service marked
to indicate that the United States Postal Service is unable to deliver the notice to the
shareholder at that address, all future notices or reports shall be deemed to have been duly given
without further mailing if these shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the corporation for a period of one (1) year from
the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting
shall be executed by the secretary, assistant secretary or any transfer agent of the corporation
giving the notice, and shall be filed and maintained in the minute book of the corporation.
Section 6. Quorum. The presence in person or by proxy of the holders of a majority of
the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the
transaction of business. The shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
Section 7. Adjourned Meeting; Notice. Any shareholders’ meeting, annual or special,
whether or not a quorum is present, may he adjourned from time to time by the vote of the majority
of the shares represented at that meeting, either in person or by proxy, but in the absence of a
quorum, no other business may be transacted at that meeting, except as provided in Section 5 of
this Article II.
When any meeting of shareholders, either annual or special, is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place are announced at a
meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record date. Notice of my
such adjourned meeting shall be given to each shareholder of record entitled to vote at the
adjourned meeting in accordance with the provisions of Section 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have been transacted at the
original meeting,
Section 8. Voting. The shareholders entitled to vote at any meeting of shareholders
shall be determined in accordance with the provisions of Section 11 of this Article II, subject to
the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating
to voting shares held by a fiduciary, in the name of a corporation or in joint ownership). The
shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for
directors must be by ballot if demanded by any shareholder before the voting has begun. On any
matter other than elections of directors, any shareholder may vote part of the shares in favor of
the proposal and refrain from voting the remaining shares or vote them against the proposal, but,
if the shareholder fails to specify the number of shares which the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with
respect to all shares that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and entitled to vote on
any matter (other than the election of directors) shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by California General Corporation Law or
by the articles of incorporation.
At a shareholders’ meeting at which directors are to be elected, no shareholder shall be
entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater
than the number of the shareholder’s shares) unless the candidates’ names have been placed in
nomination prior to commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has
given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in
nomination and give one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute
the shareholder’s votes on the same principle among any or all of the candidates, as the
shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall he elected.
Section 9. Waiver of Notice or Consent by Absent Shareholders. The transactions of any
meeting of shareholders, either annual or special, however called and noticed and wherever held,
shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the meeting, each person
entitled to vote who was not present in person or by proxy, or who, though present, has at the
beginning of the meeting properly objected to the transaction of any business because the meeting
was not lawfully called or convened, or to particular matters of business legally required to be
included in the notice but not so included, signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for approval of any of those
matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or
consent shall state the general nature of the proposal. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 10. Shareholder Action by Written Consent Without a Meeting. Any action
which may be taken at any annual or special meeting of shareholders may be taken without a meeting
and without prior notice if a consent, in writing, setting forth the action so taken is signed by
the holders of outstanding shares having not less than the minimum number of votes that would be
necessary to authorize or take that action at a meeting at which all shares entitled to vote on
that action were present and voted. In the case of election of directors, such a consent shall be
effective only if signed by the holders of all outstanding shares entitled to vote for the election
of directors; provided, however, that a director may be elected at any time to fill a vacancy on
the board of directors that has not been filled by the directors by the written consent of the
holders of a majority of the outstanding shares entitled to vote for the election of directors. All
such consents shall be filed with the secretary of the corporation and shall be maintained in the
corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or
a transferee of the shares, or a personal representative of the shareholder or their respective
proxy holders may revoke the consent by a writing received by the secretary of the corporation
before written consents of the number of shares required to authorize the proposed action have been
filed with the secretary.
If the consents of all shareholders entitled to vote have not been solicited in writing and if
the unanimous written consent of all such shareholders shall not have been received, the secretary
shall give prompt notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article II, In the case of
approval of (i) contracts or transactions in which a director has a direct or indirect financial
interest pursuant to Section 310 of the Corporations Code of California, (ii)
indemnification of agents of the corporation pursuant to Section 317 of that Code, (iii) a
reorganization of the corporation pursuant to Section 1201 of that Code, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred shares pursuant to
Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation
of any action authorized by that approval.
Section 11. Record Date for Shareholder Notice, Voting, and Giving Consents. For
purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled
to give consent to corporate action without a meeting, the board of directors may fix, in advance,
a record date which shall not he more than sixty (60) days nor less than ten (10) days before the
date of any such meeting nor more than sixty (60) days before any such action without a meeting,
and in this event only shareholders of record on the date so fixed are entitled to notice and to
vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise provided in the California
General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
(b) The record date for determining shareholders entitled to give consent to corporate action
in writing without a meeting (i) when no prior action by the board has been taken, shall be the day
on which the first written consent is given, or (ii) when prior action of the board has been taken,
shall be at the close of business on the day on which the board adopts the resolution relating to
that action, or the sixtieth (60th) day before the date of such other action, whichever
is later.
Section 12. Proxies. Every person entitled to vote for directors or on any other
matter shall have the right to do so either in person or by one or more agents authorized by a
written proxy signed by the person and filed with the secretary of the corporation. A proxy shall
be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s
attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it, before the vote
pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is
revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker
of that proxy is received by the corporation before the vote pursuant to that proxy is counted;
provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the
date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and
705(f) of the Corporations Code of California.
Section 13. Inspectors of Election. Before any meeting of shareholders, the board of
directors may appoint any persons other than nominees for office to act as inspectors of election
at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of
the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint
inspectors of election at the meeting, The number of inspectors shall be either one (1) or three
(3). If inspectors are appointed at a meeting on the request of one or more shareholders or
proxies, the holders of a majority of shares or their proxies present at the meeting shall
determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as
inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the
request of any shareholder or a shareholders proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
(a) determine the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of
proxies;
(b) receive votes, ballots or consents;
(c) hear and determine all challenges and questions in any way arising in connection with the
right to vote;
(d) count and tabulate all votes or consents;
(e) determine when the polls shall close;
(f) determine the result; and
(g) do any other acts that may be proper to conduct the election or vote with fairness to all
shareholders.
ARTICLE III
Directors
Section 1. Powers. Subject the provisions of the California General Corporation Law
and any limitations in the articles of incorporation and these bylaws relating to action required
to be approved by the shareholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or under the direction
of the board of directors.
Without prejudice to these general powers and subject to the same limitations, the directors
shall have the power to:
(a) select and remove all officers, agents and employees of the corporation; prescribe any
powers and duties far them that are consistent with law, with the articles of incorporation and
with these bylaws; fix their compensation; and require from them security for faithful service.
(b) change the principal executive office or the principal business office in the State of
California from one location to another; cause the corporation to be qualified to do business in
any other state, territory, dependency or country and conduct business within or without the State
of California; and designate any place within or without the State of California for the holding of
any shareholders’ meeting or meetings, including annual meetings.
(c) adopt, make and use a corporate seal; prescribe the forms of certificates of stock; and
alter the form of the seal and certificates.
(d) authorize the issuance of shares of stock of the corporation on any lawful terms, in
consideration of money paid, labor done, services actually rendered, debts or securities cancelled,
or tangible or intangible property actually received.
(e) borrow money and incur indebtedness on behalf of the corporation and cause to be executed
and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and
securities.
Section 2. Number and Qualification of Directors. The authorized number of directors
shall be seven (7) until changed by a duly adopted amendment to the articles of incorporation or by
an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; subject, however, to such additional voting requirement or
limitation as is imposed under applicable law in the case of an amendment reducing the number of
directors to a number less than five (5).
Section 3. Election and Term of Office of Directors. Directors shall be elected at
each annual meeting of the shareholders to hold office until the next annual meeting. Each
director, including a director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified.
Section 4. Vacancies. Vacancies in the board of directors my be filled by a majority
of the remaining directors, though less than a quorum, or by sole remaining director, except that a
vacancy created by the removal of a director by the vote or written consent of the shareholders or
by court order may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the written consent of
holders of a majority of the outstanding shares entitled to vote. Each director so elected shall
hold office until the next annual meeting of the shareholders and until a successor has been
elected and qualified.
A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the
death, resignation or removal of any director, or if the board of directors by resolution declares
vacant the office of a director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any director or directors are
elected, to elect the number of directors to be voted for at that meeting.
The shareholders may elect a director or directors at any time to fill any vacancy or
vacancies not filled by the directors, but any such election by written consent shall require the
consent of a majority of the outstanding shares entitled to vote.
Any director may resign effective on giving written notice to the chairman of the board, the
president, the secretary or the board of directors, unless the notice specifies a later time for
that resignation to become effective. If the resignation of a director is effective at a future
time, the board of directors may elect a successor to take office when the resignation becomes
effective.
No reduction of the authorized number of directors shall have the effect of removing any
director before that director’s term of office expires.
Section 5. Place of Meetings and Meetings by Telephone. Regular meetings of the board
of directors may be held at any place within or outside the State of California that has been
designated from time to time by resolution of the board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the corporation. Special
meetings of the board shall be held at any place within or outside the State of California that has
been designated in the notice of the meeting or, if not stated in the notice or there is no notice,
at the principal executive office of the corporation. Any meeting, regular or special, may be held
by conference telephone or similar communication equipment, so long as all directors participating
in the meeting can hear one another, and all such directors shall be deemed to be present in person
at the meeting.
Section 6. Annual Meetings. Immediately following each annual meeting of
shareholders, the board of directors shall hold a regular meeting for the purpose of organization,
any desired election of officers and the transaction of other business. Notice of this meeting
shall not be required.
Section 7. Other Regular Meetings. Other regular meetings of the board of directors
shall be held without call at such time as shall held from time to time be fixed by the board of
directors, Such regular meetings may be held without notice.
Section 8. Special Meetings. Special meetings of the board of directors for any
purpose or purposes may be called at any time by the chairman of the board or the president or any
vice president or the secretary or any two directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone
to each director or sent by first-class mail or telegram, charges prepaid, addressed to each
director at that director’s address as it is shown on the records of the corporation. In case the
notice is mailed, it shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. In case the notice is delivered personally or by telephone or
telegram, it shall be delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe will promptly
communicate it to the director. The notice need not specify the purpose of the meeting nor the
place if the meeting is to be held at the principal executive office of the corporation.
Section 9. Quorum. A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article
III. Every act or decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the board of directors, subject
to the provisions of Section 310 of the Corporations Code of California (as to approval of
contracts or transactions in which a director has a direct or indirect material financial
interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that
Code (as to indemnification of directors). A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.
Section 10. Waiver of Notice. The transactions of any meeting of the board of
directors, however called and noticed or wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present or who though present has prior to the meeting
or at its commencement protested the lack of proper notice to him, signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of the meeting.
Section 11. Adjournment. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
Section 12. Notice of Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24)
hours, in which case notice of the time and place shall be given before the time of the adjourned
meeting in the manner specified in Section 8 of this Article III to the directors who were not
present at the time of the adjournment.
Section 13. Action Without Meeting. Any action required or permitted to be taken by
the board of directors may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a unanimous vote of the board of directors. Such written
consent or consents shall be filed with the minutes of the proceedings of the board.
Section 14. Fees and Compensation of Directors. Directors and members of committees
may receive such compensation, if any, for their services and such reimbursement of expenses as may
be fixed or determined by resolution of the board of directors. This Section 14 shall not be
construed to preclude any director from serving the corporation in any other capacity as an
officer, agent, employee or otherwise, and receiving compensation for those services.
ARTICLE IV
Committees
Section 1. Committees of Directors. The board of directors may, by resolution adopted
by a majority of the authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The board may designate
one or more directors as alternate members of any committee who may replace any absent member at
any meeting of the committee. Any committee, to the extent provided in the resolution of the board,
shall have all the authority of the board, except with respect to:
(a) the approval of any action which, under the General Corporation Law of California also
requires shareholders approval or approval of the outstanding shares;
(b) the filling of vacancies on the board of directors or in any committee;
(c) the fixing of compensation of the directors for serving on the board or on any committee;
(d) the amendment or repeal of bylaws or the adoption of new bylaws;
(e) the amendment or repeal of any resolution of the board of directors which by its express
terms is not so amendable or repealable;
(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic
amount or within a price range determined by the board of directors; or
(g) the appointment of any other committees of the board of directors or the members of these
committees.
Section 2. Meetings and Action of Committees. Meetings and action of committees shall
be governed by, and held and taken in accordance with, the provisions of Article III of these
bylaws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9
(quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action
without meeting), with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the board of directors and its members, except that the time of
regular meetings of committees may be determined either by resolution of the board of directors or
by resolution of the committee; special meetings of committees may also be called by resolution of
the board of directors; and notice of special meetings of committees shall also be given to all
alternate members who shall have the right to attend all meetings of the committee. The board of
directors may adopt rules for the government of any committee not inconsistent with the provisions
of these by laws.
ARTICLE V
Officers
Section 1. Officers. The officers of the corporation shall include a president, a secretary
and a chief financial officer. The corporation may also have, at the discretion of the board of
directors, a chairman of the board, one or more vice presidents, a treasurer, one or more assistant
secretaries, one or more assistant treasurers and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. If there is a treasurer, he shall
be
the chief financial officer unless some other person is so appointed by the board of
directors. Any number of offices may be held by the same person.
Section 2. Election of Officers. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this
Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the
board, subject to the rights, if any, of an officer under any contract of employment.
Section 3. Subordinate Officers. The board of directors may appoint, and may empower
the chairman of the board or president to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the bylaws or as the board of directors may from time to
time determine.
Section 4. Removal and Resignation of Officer. Subject to the rights, if any, of an
officer under any contract of employment, any officer may be removed, either with or without cause,
by the board of directors, at any regular or special meeting of the board or, except in case of an
officer chosen by the board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors. Any officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the corporation under any contract to which the officer
is a party.
Section 5. Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the manner prescribed
in these bylaws for regular appointments to that office.
Section 6. Chairman of the Board. The chairman of the board, if such an officer be
elected, shall, if present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may be from time to time assigned to him by the board of directors
or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition
be the chief executive officer of the corporation and shall have the powers and duties prescribed
in Section 7 of this Article V. The chairman of the board may be the chief executive officer of
the corporation, notwithstanding that there is a president, if the board of directors so
determines,
Section 7. President. Subject to such supervisory powers, if any, as may be given by
the board of directors to the chairman of the board, if there be such an offices, the president
shall, subject to the control of the board of directors, have general supervision, direction and
control of the business and the officers of the corporation. In the absence of the chairman of the
board, or if there be none, he shall preside at all meetings of the shareholders and at all
meetings of the board of directors. He shall have the general powers and duties of management
usually vested in the office of president of a corporation and shall have such other powers and
duties as may be prescribed by the board of directors or the bylaws. The president shall be the
chief executive officer of the corporation unless the chairman of the board, if any, is so
designated.
Section 8. Vice Presidents. In the absence or disability of the resident, the vice
presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a
vice president designated by the board of directors, shall perform all the duties of the president,
and when so acting shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors or the bylaws and
the president or the chairman of the board.
Section 9. Secretary. The secretary shall keep or cause to be kept, at the principal
executive office or such other place as the board of directors may direct, a book of minutes of all
meetings and actions of directors, committees of directors and shareholders, with the time and
place of holding, whether regular or special and, if special, how authorized, the notice given, the
names of those present at directors’ meetings or committee meetings, the number of shares present
or represented at shareholders’ meetings and the proceedings.
The secretary shall keep, or cause to be kept, at the principal executive office or at the
office of the corporation’s transfer agent or registrar, as determined by resolution of the board
of directors, a share register, or a duplicate share register, showing the names of all
shareholders and their addresses, the number and classes of shares held by each, the number and
date of certificates issued for the same, and the number and date of cancellation of every
certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the shareholders and
of the board of directors required by the bylaws or by law to be given, and he shall keep the seal
of the corporation if one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the board of directors or by the bylaws.
Section 10. Chief Financial Officer. The chief financial officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The
books of account shall at all reasonable times be open to inspection by any director.
The chief financial officer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositaries as may be designated by the board of
directors, He shall disburse the funds of the corporation as may be ordered by the board of
directors, shall render to the president and directors, whenever they request it, an account of all
of his transactions as chief financial officer and of the financial condition of the corporation,
and shall have other powers and perform such other duties as map be prescribed by the board of
directors or the bylaws.
ARTICLE VI
Indemnification of Directors, Officers,
Employees and Other Agents
Employees and Other Agents
Section 1. Agents, Proceedings and Expenses. For the purposes of this Article VI:
(a) “Agent” means any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation;
(b) “Proceeding” means any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and
(c) “Expenses” includes, without limitation, attorneys’ fees and any expenses of establishing
a right to indemnification under Section 5 or Section 6 (c) of this Article.
Section 2. Actions Other Than by the Corporation. The corporation may indemnify any
person who was or is a party, or is threatened to be made a party, to any proceedings (other than
an action by or in the right of-the corporation), by reason of the fact that such person is or was
an agent of the corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if that person acted in good
faith and in a manner that person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that the
conduct of that person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which such person
reasonably believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that such person’s conduct was unlawful.
Section 3. Actions by the Corporation. The liability of the directors of the
corporation for monetary damages shall be eliminated to the fullest extent permissible under
California law. The corporation may indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that that person is or was an
agent of the corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in good faith, and in
a manner that person believed to be in the best interests of the corporation and its shareholders.
No indemnification shall be made under this Section 3:
(a) In respect of any claim, issue or matter as to which that person shall have been adjudged
to be liable to the corporation in the performance of that person’s duty to the corporation, unless
and only to the extent that the court in which that action is or
was pending shall determine upon application that, in view of all the circumstances of the
case, that person is fairly and reasonably entitled to indemnity for the expenses which the court
shall determine;
(b) Of amounts paid in settling or otherwise disposing of a pending action, without court
approval; or
(c) Of expenses incurred in defending a pending action which is settled or otherwise disposed
of without court approvals.
Section 4. Successful Defense by Agent. To the extent that an agent of the corporation
has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of
this Article, or in defense of any claim, issue or matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent in connection therewith.
Section 5. Reqired Approval. Except as provided In Section 4 of this Article, any
indemnification under this Article shall be made by the corporation only if authorized in the
specific case on a determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set forth in Section 3 or 4 of this
Article, by:
(a) A majority vote of a quorum consisting of directors who are not parties to the proceeding;
(b) Independent legal counsel in a written opinion, if such a quorum of directors is not
obtainable;
(c) Approval by the affirmative vote of a majority of the shares of the corporation entitled
to vote represented at a duly held meeting at which a quorum is present or by the written consent
of holders of a majority of the outstanding shares entitled to vote (for this purpose, the shares
owned by the person to be indemnified shall not be considered outstanding or entitled to vote
thereon); or
(d) The court in which the proceeding is or was pending, on application made by the
corporation or the agent or the attorney or other person rendering services in connection with the
defense, whether or not such application by the agent, attorney or other person is opposed by the
corporation.
Section 6. Advances of Expenses. Expenses incurred in defending any proceeding may be
advanced by the corporation before the final disposition of the proceeding on receipt of an
undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be
determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
Section 7. Other Contractual Rights. Nothing contained in this Article shall affect
any right to indemnification to which agents of this corporation or any subsidiary hereof may be
entitled by contract or otherwise.
Section 8. Limitations. No indemnification or advance shall be made under this
Article, except as provided in Section 4 or Section 5(d), in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the articles, a resolution of the
shareholders or an agreement in effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification: or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving
a settlement.
Section 9. Insurance. Upon and in the event of a determination by the board of
directors of this corporation to purchase such insurance, this corporation shall purchase and
maintain insurance on behalf of any agent of the corporation against any liability asserted against
or incurred by the agent in such capacity or arising out of the agent’s status as such whether or
not this corporation would have the obligation to indemnify the agent against that liability under
the provisions of this Section.
Section 10. Fiduciaries of Corporate Employee Benefit Plan. This Article does not
apply to any proceeding against any trustee, investment manager or other fiduciary of an employee
benefit plan in that person’s capacity as such, even though that person may also be an agent of the
corporation as defined in Section 1 of this Article. Nothing contained in this Article shall limit
any right to indemnification to which such a trustee, investment manager or other fiduciary may be
entitled by contract or otherwise, which shall be enforceable to the extent permitted by
applicable law other than this Article.
ARTICLE VII
Records and Reports
Section 1. Maintenance and Inspection of Share Register. The corporation shall keep
at its principal executive office, or at the office of its transfer agent or registrar, if either
be appointed and as determined by resolution of the board of directors, a record of its
shareholders, giving the names and addresses of all shareholders and the number and class of shares
held by each shareholder.
A shareholder or shareholders of the corporation holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records
of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days
prior written demand on the corporation, and (ii) obtain from the transfer agent of the
corporation, on written demand and on the tender of such transfer agent’s usual charges for such
list, a list of the shareholders’ names and addresses who are entitled to vote for the election of
directors and their shareholdings as of the most recent record date for which that List has been
compiled or as of a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder by the transfer agent on or before the later of five (5)
days after the demand is received or the date specified in the demand as the date as of which the
list is to be compiled, The record of shareholders shall also be open to inspection on the written
demand of any shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as
the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be
made in person or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.
Section 2. Maintenance and Inspection of Bylaws. The corporation shall keep at its
principal executive office, or if its principal executive office is not in the State of California,
at its principal business office in this state, the original or a copy of the bylaws as amended to
date, which shall be open to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is outside the State of California and
the corporation has no principal business office in this state, the secretary shall, upon the
written request of any shareholder, furnish to that shareholder d copy of the bylaws as amended to
date.
Section 3. Maintenance and Inspection of Other Corporate Records. The accounting books
and records and minutes of proceedings of the shareholders and the board of directors and any
committee or committees of the board of directors shall be kept at such place or places designated
by the board of directors or, in the absence of such designation, at the principal executive office
of the corporation. The minutes shall be kept in written form and the accounting books and records
shall be kept either in written form or in any other form capable of being converted into written
form. The minutes and accounting books and records shall be open to inspection upon the written
demand of any shareholder or holder of a voting trust certificate, at any reasonable time during
usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder
or as the holder of a voting trust certificate. The inspection may be made in person or by an agent
or attorney and shall include the right to copy and make extracts. These rights of inspection shall
extend to the records of each subsidiary corporation of the corporation.
Section 4. Inspection by Director. Every director shall have the absolute right at any
reasonable time to inspect all books, records and documents of every kind and the physical
properties of the corporation and each of its subsidiary corporations. This inspection by a
director may be made in person or by an agent or attorney and the right of inspection includes the
right to copy and make extracts of documents.
Section 5. Annual Report to Shareholders. The board of directors shall cause an
annual report to be sent to the shareholders not later than one hundred twenty (120) days after the
close of the fiscal year adopted by the corporation. This report shall be sent at least fifteen
(15) days before the annual meeting of shareholders to be held during the next fiscal year and in
the manner specified in Section 5 of Article II of these bylaws for giving notice to shareholders
of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal
year and an income statement and statement of changes in financial position for the fiscal year,
accompanied by any report of independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that the statements were prepared without
audit from the books and records of the corporation.
Section 6. Financial Statements. A copy of any annual financial statement and any
income statement of the corporation for each quarterly period of each fiscal year and any
accompanying balance sheet of the corporation as of the end of each such period that has been
prepared by the corporation shall be kept on file in the principal executive office of the
corporation for twelve (12) months, and each such statement shall be exhibited at all reasonable
times to any shareholder demanding an examination of any such statement or a copy shall be mailed
to any such shareholder.
lf shareholder or shareholders holding at least five percent (5%) of the outstanding shares of
any class of stock of the corporation makes a written request to the corporation for an income
statement of the corporation for the three-months, six-month or nine-month period of the then
current fiscal year ended more than thirty (30) days before the date of the request, and a balance
sheet of the corporation as of the end of that period, the chief financial officer shall cause that
statement to be prepared, if not already prepared, and shall deliver personally or mail that
statement or statements to the person making the request within thirty (30) days after the receipt
of the request. If the corporation has not sent to the shareholders its annual report for the last
fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders
within thirty (30) days after the request. The corporation shall also, on the written request of
any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income
statement which it has prepared, and a balance sheet as of the end of that period.
The quarterly income statements and balance sheets referred to in this section shall be
accompanied by the report, if any, of any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that the financial statements were prepared
without audit from the books and records of the corporation.
Section 7. Annual Statement of General Information. The corporation shall, during the
period commencing on February 1 and ending on July 31 in each year, file with the Secretary of
State of the State of California, on the prescribed form, a statement setting forth the authorized
number of directors, the number of vacancies on the board of directors, the names and complete
business or residence addresses of all incumbent directors, the names and complete business or
residence addresses of the chief executive officer, secretary and chief financial officer, the
street address of its principal executive office or principal business office in this state, and
the general type of business constituting the principal business activity of the corporation,
together with a designation of the agent of the corporation for the purpose of service of process,
all in compliance with Section 1502 of the Corporations Code of California.
ARTICLE VIII
General Corporate Matters
Section 1. Record Date for Purposes Other than Notice and Voting. For purposes of
determining the shareholders entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any other lawful action
(other than action by shareholders by written consent without a meeting), the board of directors
may fix, in advance, a record date which shall not he mare than sixty (60) days before any such
action, and in that case only shareholders of record on the date so fixed are entitled to receive
the dividend, distribution or allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the hooks of the corporation after the record date so
fixed, except as otherwise provided in the California General Corporation Law.
If the board of directors does not so fix a record date, the record date for determining
shareholders for any such purpose shall be at the close of business on the day on which the board
adopts the applicable resolution or the sixtieth (60th) day before the date of that action,
whichever is later.
Section 2. Checks, Drafts, Evidence of Indebtedness. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or persons and in such
manner as from time to time shall be determined by resolution of the board of directors.
Section 3. Corporate Contracts and Instruments; How Executed. The board of directors,
except as otherwise provided in these bylaws, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and on behalf of the
corporation, and this authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for any purpose or for any
amount.
Section 4. Certificates for Shares. A certificate or certificates for shares of the
capital stock of the corporation shall be issued to each shareholder when any of these shares are
fully paid, and the board of directors may authorize the issuance of certificates for shares which
are partly paid provided that these certificates shall state the amount of the consideration to be
paid for them and the amount paid. All certificates shall be signed in the name of the corporation
by the chairman of the board or vice chairman of the board, or the president or vice president, and
by the chief financial officer or an assistant treasurer or the secretary or any assistant
secretary, certifying the number of shares and the class or series of shares owned by the
shareholder, Any or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on
a certificate shall have ceased to be that officer, transfer agent or registrar before that
certificate is issued, it may be issued by the corporation with the same effect as if that person
were an officer, transfer agent or registrar at the date of issue.
Section 5. Lost Certificates. Except as provided in this Section 5, no new
certificates for shares shall be issued to replace an old certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The board of directors may, in ease
any share certificate for any other security is lost, stolen, or destroyed, authorize the issuance
of a replacement certificate on such terms and conditions as the board may require, including
provisions for indemnification of the corporation secured by a bond or other adequate security
sufficient to protect the corporation against any claim that may be made against it including any
expense or liability, on account of the alleged loss, theft or destruction of the certificate or
the issuance of the replacement certificate.
Section 6. Representation of Shares of Other Corporations. The chairman of the board,
the president or any vice president, or any other person authorized by resolution of the board of
directors or by any of the foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority granted to these officers to vote or
represent on behalf of the corporation any and all shares held by the corporation in any other
corporation or corporations may be exercised by any of these officers in person or by any person
authorized to do so by a proxy duly executed by these officers.
Section 7. Construction and Definitions. Unless the context requires otherwise, the
general provisions, rules of construction and definitions in the California General Corporation Law
shall govern the construction of these bylaws. Without limiting the generality of this provision,
the singular number includes the plural, the plural number includes the singular, and the term
“person” includes both a corporation and a natural person.
ARTICLE IX
Amendments
Section 1. Amendment by Shareholders. New bylaws may be adopted or these bylaws may
be amended or repealed by the vote or written consent of holders of a majority of the outstanding
shares entitled to vote; provided, however, that if the articles of incorporation of the
corporation are amended in accordance with Section 2303 of the Corporations Code of California and
if such articles of incorporation thereafter set forth the number of authorized directors of the
corporation, the authorized number of directors may be changed only by an amendment of the articles
of incorporation.
Section 2. Amendment by Directors. Subject to the rights of the shareholders as
provided in Section 1 of this Article IX, to adopt, amend or repeal bylaws, bylaws may be adopted,
amended or repealed by the board of directors, provided, however, that, after the issuance of
shares, the board of directors may adopt a bylaw or amendment of a bylaw changing the authorized
number of directors only for the purpose of fixing the exact number of directors within the limits
specified in the articles of incorporation or in Section 2 of Article III of these bylaws.
CERTIFICATE OF ADOPTION OF BYLAWS
OF
AEROVIRONMENT, INC.
A California corporation
OF
AEROVIRONMENT, INC.
A California corporation
I hereby certify that I am the duly elected, qualified and acting Secretary of AeroVironment,
Inc., a California corporation, and that the above and foregoing Bylaws here adopted as the Bylaws
of said corporation at a meeting of the Board of Directors of said corporation held on February 18,
1982.
IN WITNESS WHEREOF, have hereunto set my hand this 18th day February, 1982.
| /s/ Stanford H. Taylor | ||||
| Secretary |
OFFICERS CERTIFICATE RE AMENDMENT OF BYLAWS
OF
AEROVIRONMENT, INC.
OF
AEROVIRONMENT, INC.
The undersigned, Secretary of AEROVIRONMENT, INC., a California corporation (the
“Corporation”) hereby certifies that Article II, Section 2 of the Bylaws was amended by vote of a
majority of the outstanding shares entitled to vote at the annual meeting of stockholders of the
corporation held on May 19, 1987 to read as follows:
“Section 2. Annual Meeting. The annual meeting of shareholders shall be held each year
on the fourth Tuesday of May, or within ten business days thereafter. At each annual meeting
directors shall be elected, and any other business may be transacted.”
DATED: March 21, 1988
| /s/ Stanford H. Taylor | ||||
| Stanford H. Taylor, Secretary |
Exhibit
4.2
VOTING AGREEMENT
This Voting Agreement (this “Voting Agreement”) is made as of the 29th day of July,
2004, among AeroVironment, Inc., a California corporation (the “Company”), the
Shareholders, severally and not jointly, listed on Exhibit A hereto, each of which is
herein referred to as an “Shareholder” and all of which are collectively referred to herein
as the “Shareholders,” the Whiting Family Limited Partnership (the “Purchaser”), of
which the Tim Conver (“Conver”), the Chief Executive Officer of the Company is a limited
partner, and Conver.
RECITALS
A. Concurrently with the execution and delivery of this Voting Agreement, the Shareholders are
entering into a Stock Transfer Agreement (the “Stock Transfer Agreement”) pursuant to which
84,238 shares of the Company’s Common Stock, no par value (the “Common Stock”) are being
transferred from the Shareholders to the Purchaser.
B. The Shareholders, the Purchaser and Conver wish to facilitate the management and operation
of the Company and the exercise of rights relating to the Common Stock held of record or
beneficially by them.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. Shares Subject to Agreement. Each Shareholder and the Purchaser agrees to hold all
of its shares of Company capital stock, whether now owned or hereafter acquired (hereinafter
referred to as the “Voting Shares”), subject to, and to vote the Voting Shares in
accordance with, the provisions of this Voting Agreement.
2. Obligations to Vote Voting Shares for Specific Nominee. At any annual or special
meeting called, or in connection with any other action (including the execution of written
consents) of the Company taken for any purpose (a “Shareholder Vote”), each of the
Shareholders and the Purchaser agrees to vote its Voting Shares in the manner directed by Conver.
Notwithstanding the foregoing, no delegation of voting power under this Agreement is intended or
shall operate to deprive any Shareholder or the Purchaser of any of the protections afforded a
minority shareholder under state or federal law (including without limitation, any rights of
appraisal or protections in the event of a “squeeze-out” merger) and neither any Shareholder nor
the Purchaser shall be required to vote the Voting Shares in favor of any matter as to which it
intends to exercise appraisal rights. Subject to the foregoing, each of the Shareholders and the
Purchaser shall vote as directed by Conver that number of the Voting Shares (taking into
consideration the shares of capital stock held of record or beneficially by the Purchaser, Conver,
affiliates of Conver (including without limitation the Conver Family Trust and any successor
entity) and any member of Conver’s “immediate family” (as such term is defined in Rule 16(a)-1(e)
of the Securities Exchange Act of 1934, as amended from time to time) (the “Purchaser
Affiliated Entities”) and assuming the Purchaser Affiliated Entities will vote all such shares
in the manner in which the Shareholders have been directed as to such matter) as are necessary to
approve the matter before the Shareholder Vote.
1
3. Procedure. The Company shall provide Conver with advance written notice of the
taking of any Shareholder Vote which shall include in reasonable detail the matters to be
considered at the Shareholder Vote. Conver shall thereafter provide the Shareholders and the
Purchaser with reasonable notice in writing directing them as to the manner in which their Voting
Shares are to be voted on the matter(s) to be considered at the Shareholder Vote (the
“Notice”). Each of the Shareholders and the Purchaser hereby agree that they will not
take, and are not required to take, any action in connection with a Stockholder Vote unless and
until they receive the Notice from Conver related to such Stockholder Vote. Nothing herein shall
require any Shareholder or the Purchaser to attend shareholder meetings in person, and any of them
may discharge their obligations hereunder by executing proxies in lieu of attending such meetings.
4. Termination. This Voting Agreement shall terminate upon the earliest to occur of
(a) a Qualified Liquidity Event (as defined in the Transfer Agreement); or (b) in the sole
discretion of the Shareholders, the death or incapacity of Conver prior to the death or incapacity
of Paul B. MacCready; or (c) following July 29, 2014, in the sole discretion of the Shareholders,
by providing written notice to the Company, the Purchaser and Conver. Notwithstanding the
foregoing, if this Voting Agreement is terminated under Section 4(b) or Section 4(c) and the Put is
not thereafter consummated after the Put has been timely exercised and a Put Closing Date is set
(as defined and described in Section 3(d) of the Stock Transfer Agreement), this Voting Agreement
shall continue in full force and effect until such time as the payment set forth in Section 3(d) of
the Stock Transfer Agreement has been made in full.
5. Successors in Interest.
5.1 The provisions of this Voting Agreement shall be binding upon the successors in interest
to any of the Voting Shares. Nothing herein shall limit the right of a Shareholder to transfer his
or her interest in the Voting Shares so long as any transferee agrees to be bound by all the
applicable provisions hereof. The Company shall not permit the transfer of any of the Voting
Shares on its books or issue a new certificate representing any of the Voting Shares unless and
until the person to whom such security is to be transferred shall have executed a written agreement
pursuant to which such person agrees to be bound by all the applicable provisions hereof.
5.2 Each certificate representing any of the Voting Shares shall be marked by the Company with
a legend reading as follows:
“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY
BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON
HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
PROVISIONS OF SAID VOTING AGREEMENT.”
5.3 The rights set forth in this Voting Agreement with respect to Conver shall be exercisable
by the personal representative of his estate (in the event of his death) or his guardian ( in the
event of his incapacity).
6. Miscellaneous.
6.1 Governing Law. This Voting Agreement shall be governed in all respects by the
laws of the State of California without regard to choice of laws or conflict of laws provisions
thereof.
6.2 Successors and Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors, and administrators of the parties hereto. Nothing in this Voting Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Voting Agreement, except as expressly provided by this Voting Agreement.
6.3 Entire Agreement. This Voting Agreement and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement among the parties with
regard to the subjects hereof and thereof.
6.4 Notices, Etc. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid,
return receipt requested, or otherwise delivered by hand or by messenger, addressed (a) if to a
Shareholder, the Purchaser or Conver, at such address as is set forth on Exhibit A, or at
such other address as may be furnished to the other parties to this Voting Agreement in writing, or
(b) if to the Company, at its address set forth on the signature page of this Voting Agreement
addressed to the attention of the Corporate Secretary, or at such other address as the Company
shall have furnished to the other parties to this Voting Agreement. Unless specifically stated
otherwise, if notice is provided by mail, it shall be deemed to be delivered upon proper deposit in
a mailbox, and if notice is delivered by hand or by messenger, it shall be deemed to be delivered
upon actual delivery.
6.5 Delays or Omissions. No delay or omission to exercise any right, power, or remedy
accruing to any party upon any breach or default of another party under this Voting Agreement shall
impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of
any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or
approval of any kind or character on the part of any party of any breach or default under this
Voting Agreement, or any waiver on the part of any party of any provisions or conditions of this
Voting Agreement, must be in writing and shall be effective only to the extent specifically set
forth in such writing or as provided in this Voting Agreement. All remedies, either under this
Voting Agreement or by law or otherwise afforded to any party, shall be cumulative and not
alternative.
6.6 Dispute Resolution Fees. If any action at law or in equity is necessary to enforce
or interpret the terms of this Voting Agreement, the prevailing party shall be entitled to
reasonable attorney’s fees, costs, and disbursements in addition to any other relief to which such
party may be entitled.
6.7 Counterparts. This Voting Agreement may be executed in any number of counterparts
and signatures may be delivered by facsimile, each of which may be executed by less than all
parties, each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.
6.8 Severability. If any provision of this Voting Agreement becomes or is declared by
a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such
provision, or such provision in its entirety, to the extent necessary, shall be severed from this
Voting Agreement and the balance of this Voting Agreement shall be enforceable in accordance with
its terms.
6.9 Titles and Subtitles. The titles and subtitles used in this Voting Agreement are
used for convenience only and are not to be considered in construing or interpreting this Voting
Agreement.
6.10 Amendment and Waiver. Any provision of this Voting Agreement may be amended or
waived (either generally or in a particular instance and either retroactively or prospectively)
with the written consent of the Company, the Purchaser, Conver and any individual Shareholder or
group of Shareholders holding, in the aggregate, more than fifty percent (50%) of the outstanding
shares held by all Shareholders. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Shareholder, the Purchaser, Conver and the Company.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first above
written.
| AEROVIRONMENT, INC. | ||||||
| By: | /s/ Stephen Wright | |||||
| Name: | Stephen Wright | |||||
| Title: | CFO | |||||
| SHAREHOLDERS: | P. and J. MacCready Living Trust (Restated) | |||||
| By: | /s/ Paul B. MacCready and /s/ Judith MacCready | |||||
| Its: | Co-trustees | |||||
| Address: | 830 Hillside Terrace | |||||
| Pasadena, CA 91105 | ||||||
| /s/ Parker MacCready | ||||||
| Parker MacCready | ||||||
| Address: | 6815 Zangle Rd. N.E. | |||||
| Olympia, WA 98506 | ||||||
| /s/ Tyler MacCready | ||||||
| Tyler MacCready | ||||||
| Address: | 4167 Aralia Rd. | |||||
| Altadena, CA 91001 | ||||||
| /s/ Marshall MacCready | ||||||
| Marshall MacCready | ||||||
| Address: | 830 Hillside Terrace | |||||
| Pasadena, CA 91105 | ||||||
| PURCHASER: | Whiting Family Limited Partnership | ||||||
| By: | /s/ Barbara J. Conver | ||||||
| Name: | Barbara J. Conver | ||||||
| Title: | Trustee of Whiting Family Limited Partnership and the Whiting Management Trust | ||||||
| Address: | 1055 Northridge Hill Drive | ||||||
| Chatsworth, CA 91311 | |||||||
| CONVER: | Tim Conver | |||||||||
| /s/ Tim Conver | ||||||||||
| Address: | 1055 Northridge Hill Drive | |||||||||
| Chatsworth, CA 91311 | ||||||||||
EXHIBIT A
SCHEDULE OF SHAREHOLDERS
P. and J. MacCready Living Trust (Restated)
Parker MacCready
Tyler MacCready
Marshall MacCready
Exhibit 4.3
IRREVOCABLE PROXY
This Irrevocable Proxy (the “Proxy”) is made by the undersigned
(“Shareholder”) in connection with that certain Stock Repurchase Agreement, dated as of
October 22, 1982, by and between Shareholder and AeroVironment, Inc., a California corporation (the
“Company”), as amended from time to time (as amended, the “Agreement”).
The undersigned, as owner of 23,625 shares of common stock of the Company (the
“Shares”) hereby revokes all previous proxies and appoints Paul B. MacCready, (or if such
person ceases to be the Chairman of the Board of Directors (the “Chairman”) of the Company, any
person who is thereafter appointed as Chairman or, if there is no Chairman, the Board designated
officer of the Company), as proxy holder to attend and vote all Shares at any and all meetings of
the shareholders of the Company, and any adjournments thereof, held on or after the date of the
giving of this Proxy and to execute any and all written consents of shareholders of the Company
executed on or after the date of the giving of this Proxy and prior to the termination of this
Proxy, with the same effect as if the Shareholder had personally attended the meeting or had
personally voted the Shares or had personally signed the written consent.
The undersigned authorizes and directs the proxy holder to file this Proxy appointment with
the Secretary of the Company and authorizes the Company to substitute another person as proxy
holder (so long as such person is the Chairman or CEO of the Company) and to file the substitution
instrument with the Secretary of the Company.
This Proxy is irrevocable pursuant to Section 705(e) of the California Corporations Code until
the earlier of (i) April 30, 2005, (ii) the effective date of the registration statement pertaining
to the Company’s firm commitment underwritten public offering of its common stock under the
Securities Act of 1933, as amended, or (iii) the occurrence of a liquidity event as determined by
the Board of Directors of the Company.
| Dated: October 30, 2000 | /s/ W. Ray Morgan | |||
| W. Ray Morgan, Shareholder | ||||
Exhibit 4.4
PROXY
for
COMMON STOCK OF AEROVIRONMENT, INC.
for
COMMON STOCK OF AEROVIRONMENT, INC.
The
undersigned hereby appoints Paul B. MacCready as the Proxy of the undersigned to attend and
vote at all shareholder meetings or to take any other action authorized by a shareholder on behalf
of the undersigned.
This Proxy shall be effective until revoked in written form by the undersigned.
1/8/93
|
/s/ Marshall MacCready | |
Date
|
Marshall MacCready |
NUMBER OF SHARES OF COMMON STOCK: –2,850–
Exhibit 4.5
PROXY
for
COMMON STOCK OF AEROVIRONMENT, INC.
for
COMMON STOCK OF AEROVIRONMENT, INC.
The undersigned hereby appoints Paul B. MacCready as the Proxy of the undersigned to attend and
vote at all shareholder meetings or to take any other action authorized by a shareholder on behalf
of the undersigned.
This Proxy shall be effective until revoked in written form by the undersigned.
1/14/93
|
/s/ Tyler MacCready | |
Date
|
Tyler MacCready |
NUMBER OF SHARES OF COMMON STOCK –2,850–
Exhibit 4.6
PROXY
for
COMMON STOCK OF AEROVIRONMENT, INC.
for
COMMON STOCK OF AEROVIRONMENT, INC.
The undersigned hereby appoints Paul B. MacCready as the Proxy of the undersigned to attend and
vote at all shareholder meetings or to take any other action authorized by a shareholder on behalf
of the undersigned.
This Proxy shall be effective until revoked in written form by the undersigned.
1/14/93
|
/s/ Parker MacCready | |
Date
|
Parker MacCready |
NUMBER OF SHARES OF COMMON STOCK –2,850–
EXHIBIT 10.2
AEROVIRONMENT, INC.
NONQUALIFIED STOCK OPTION PLAN
1. PURPOSE:
The purpose of this Nonqualified Stock Option Plan (hereinafter referred to as the “Plan”) is
to provide a means whereby key employees of AeroVironment, Inc. (hereinafter referred to as the
“Company”), or any parent or subsidiary thereof, may be given an opportunity to purchase stock in
the Company by grant of options which are intended to constitute nonqualified stock options. The
underlying objectives which the Plan seeks to accomplish are to retain the services of key
employees of the Company and its subsidiaries and to grant to such employees an opportunity to
acquire proprietary interests in the business and thereby provide an added incentive to increase
the Company’s earnings.
2. ADMINISTRATION:
This Plan shall be administered by the Board of Directors of the Company. Subject to the
express provisions of the Plan, the Board of Directors shall have the authority to construe and
interpret the Plan and to define the terms used herein, to prescribe, amend and rescind rules and
regulations relating to the administration of the Plan, to determine the duration and purpose of
leaves of absence which may be granted to participants without constituting a termination of their
employment for the purposes of the Plan, to grant the options and to make all other determinations
necessary or desirable for the administration of the Plan. The Board of Directors may insert into
any options granted under this Plan any other terms, provisions, and conditions not inconsistent
with the Plan as may be determined by the Board of Directors. Specifically, the Board of Directors
may, among other things, provide any or all Nonqualified Stock Option Agreements pursuant to which
options are granted under this Plan that the Company’s stock to be
received upon the exercise of the option will be subject to a Stock Repurchase Agreement,
which Stock Repurchase Agreement the Company may require any grantee under this Plan to execute and
be bound by as a condition for receiving the Company’s stock pursuant to the exercise of options
granted under this Plan. The determination of the Board of Directors on the matters referred to in
this Section 2 shall be conclusive.
The Board of Directors may appoint a committee consisting of not less than three Directors who
shall serve at the pleasure of the Board of Directors to administer the Plan. Such committee shall
have all or such part of the authority of the Board of Directors with respect to the Plan as
provided in the resolution establishing the committee or in resolutions adopted from time to time
thereafter. If such a committee is established, references herein to the Board of Directors shall
be deemed to mean such committee to the extent appropriate in light of the authority of such
committee.
3. STOCK SUBJECT TO THE PLAN:
The stock to be offered under the Plan shall be shares of the Company’s authorized but
unissued capital stock or any shares of authorized but unissued stock into which such shares are
changed, reclassified or converted. Subject to adjustment as provided in Section 14 hereof, the
aggregate number of shares to be delivered upon exercise of all options granted under the Plan may
not exceed thirty thousand (30,000).
If any option shall expire or terminate for any reason without having been exercise in full,
the unpurchased shares subject thereto shall revert to the Plan and again be available for the
purposes of the Plan.
It is the intention in establishing this Plan that options shall be granted to allow the
purchase of stock at an amount substantially equivalent to the fair market value of the stock as of
the date of the grant of the option. The Board of Directors shall have discretion to determine
2
what constitutes fair market value of the stock of the corporation as of the date of exercise
of options under this Plan, and whether options should, if ever, be issued at an exercise price
less than fair market value at the date of grant of the option.
4. OBLIGATION OF COMPANY TO ISSUE SHARES:
The Plan, and the grant and exercise of options thereunder, and the Company’s obligation to
sell and deliver stock under such options, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any regulatory agencies as may be required or
advisable. In no event shall the Company be required to issue fractional shares upon the exercise
of an option. This Plan is intended to serve as a discretionary plan exercisable by the Board of
Directors to allow the grant of options to certain key employees. The adoption of this Plan shall
not imply any obligation or undertaking of any nature on the part of the Company to issue options
other than as determined in the discretion of the Board of Directors of the Company.
5. ELIGIBILITY:
Officers and other key employees of the Company or of any parent or subsidiary corporation (as
that term is defined in Section 425 of the Internal Revenue Code of 1954, as amended) shall be
eligible for selection to participate in the Plan. No key employee shall be disqualified to
receive such an option merely because he is already a shareholder of the Company nor merely because
he is a member of the Board of Directors of the Company. The Board of Directors shall determine
the individuals to whom options shall be granted, the terms and provisions of the respective option
agreements (which need not be identical), the time at which such options shall be granted, and the
number of shares subject to each option, and the Board of Directors shall grant such options. An
individual who has been granted an option may,
3
if he is otherwise eligible, be granted an additional option or options if the Board of
Directors shall so determine.
6. OPTION PRICE:
The option price per share of stock purchasable under options granted pursuant to the Plan
shall be determined by the Board of Directors. It is intended that options will in most instances
be issued at a price not less than one hundred percent (100%) of the fair market value of the
common stock of the Company on the day the option is granted. For the purposes hereof, the fair
market value of the Company’s common stock shall be determined in good faith by the Board of
Directors each time an option is granted hereunder, acting upon such information and advice as it
shall deem necessary, which determination shall be conclusive. The Board of Directors may,
however, in their discretion, grant options at an exercise price greater or lesser than fair market
value of the common stock at the date of grant.
7. OPTION PERIOD:
Each option, and all rights and obligations thereunder, by its terms, shall expire on such
date as the Board of Directors may determine.
8. CONTINUATION OF EMPLOYMENT:
Nothing contained in the Plan (or in any option granted pursuant to the Plan) shall confer
upon any employee any right to continue in the employ of the Company or any parent or subsidiary
corporation or interfere in any way with the right of the Company or any parent or subsidiary
corporation to terminate his employment at any time or to increase or decrease his compensation
from the rate in existence at the time of the granting of an option, and nothing contained herein
or in any option agreement shall affect any contractual rights of an employee.
4
9. EXERCISE OF OPTIONS:
Each option shall be exercisable, and the total number of shares subject thereto shall be
purchasable, in such installments, which need not be equal, as the Board of Directors shall
determine. Except as otherwise provided for by the Board of Directors on the grant of the option,
any option granted hereunder shall be exercisable in five equal annual installments, commencing one
year after the date of the grant of the option. No option or installment thereof shall be
exercisable except in respect of whole shares, and fractional share interests shall be disregarded.
Not less than ten shares may be purchased at any one time unless the number purchased is the total
number at the time available for purchase under the option.
Options may be exercised only by written notice to the Company, stating the number of shares
being purchased and accompanied by payment in full of the option price for the number of shares
being purchased by (1) cash, (2) check, (3) stock of the Company whose fair market value is at
least equal to the aggregate exercise price under the option, or (4) such other consideration as
the Board may approve at the time the option is granted, so long as the fair market value of such
consideration is no less than the applicable exercise price for purchase of the stock.
10. NON-TRANSFERABILITY OF OPTIONS:
Options granted under the Plan shall, by their terms, be non-transferable by the option holder
other than by will or the laws of descent and distribution, and shall be exercisable during his
lifetime only by him.
11. TERMINATION OF EMPLOYMENT:
If the option holder ceases to be employed by the Company or any parent or subsidiary
corporation for any reason other than his death or disability, his option shall, subject to earlier
termination pursuant to Section 7, expire three months thereafter (or after such shorter period as
may be provided in the option), and during such period after he ceases to be an employee such
5
option shall be exercisable only as to that number of shares which the option holder could
have purchased as of the date of such termination of employment.
12. DEATH OR DISABILITY OF EMPLOYEE:
If any option holder dies or becomes disabled within the meaning of Section 105(d)(4) of the
Internal Revenue Code of 1986, as amended, while he is employed by the Company or any parent or
subsidiary, or during the three month period after termination referred to in Section 11 hereof,
his option shall, subject to earlier termination pursuant to Section 7, expire one year after the
option holder ceases to be an employee of the Company (or after such shorter period as may be
provided in the option). During such one year period the option holder, or if the option holder
has died the person or persons to whom the option holder’s rights under the option have passed by
will or by the applicable laws of descent and distribution, may, to the extent of the number of
shares exercisable as of the date of the termination of his employment, exercise such option.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
If the outstanding shares of the stock of the Company are increased, decreased, or changed
into, or exchanged for a different number or kind of shares of securities of the Company through
reorganization, merger, recapitalization, reclassification, stock split-up, stock dividend, stock
consolidation or otherwise, an appropriate and proportionate adjustment shall be made in the number
and kind of shares as to which options may be granted. A corresponding adjustment changing the
number or kind of shares and the exercise price per share allocated to unexercised options or
portions thereof, which options shall have been granted prior to any such change, shall likewise be
made. Any such adjustment, however, in an outstanding option, shall be made without change in the
total price applicable to the unexercised portion of the option but with a corresponding adjustment
in the price for each share covered by the option.
6
Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which the Company
transfers substantially all of the property of the Company to another corporation, the Plan shall
terminate, and any option theretofore granted hereunder shall terminate, unless, in connection with
such transaction, the Company provides for the substitution of options, as defined below. In the
event that provision is not made for the substitution of options in connection with a
reorganization, merger or consolidation in which the Company is not the surviving company, or a
sale of substantially all of the Company’s assets, option holders shall have the right, immediately
prior to or concurrently with such transaction, to exercise any unexpired option rights granted
hereunder to the full extent theretofore not exercised and regardless of any installment provisions
for the exercise of such option rights which may be provided in any stock option agreement entered
into hereunder, but in any event subject to the expiration date of the option under the option
agreement. The phrase “provides for the substitution of options” as used in this paragraph shall
mean either the issuance of a new option or the assumption of the Company’s option by the surviving
corporation or its parent or subsidiary in such form and on such terms and conditions that the
substituted option shall meet the requirements of Section 425 of the Internal Revenue Code of 1986,
as amended; and the phrase “parent or subsidiary” shall have the meaning assigned in said Section
425. A substituted option shall not be less favorable to the option holder than his prior option.
Adjustments under this Section 13 shall be made by the Board of Directors of the Company,
whose determination as to what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive. No fractional shares of stock shall be issued under the Plan on account of
any such adjustment.
7
14. AMENDMENT AND TERMINATION:
This Plan shall expire on the tenth (10th) anniversary of the date of its execution. The
Board of Directors of the Company may at any time suspend, amend or terminate the Plan without
further action on the part of the stockholders of the Company, provided that, except as set forth
in Section 13 above, no amendment may be adopted without further approval of the stockholders of
the Company which will:
(a) increase the number of shares which are to be reserved for options under the Plan;
(b) decrease the minimum option price;
(c) extend the maximum term of an option;
(d) change the designation of the class of employees eligible to receive options.
In the event the Plan is terminated by the Board of Directors or is terminated by expiration
of its term as specified above, no option may be granted after such termination. The amendment or
termination of the Plan shall not, without the consent of the option holder, affect the option
holder’s rights under an option theretofore granted to him.
15. TIME OF GRANTING OF OPTIONS:
The granting of an option pursuant to the Plan shall take place at the time of the Board of
Directors’ action, as described herein; provided, however, that if the appropriate resolutions of
the Board of Directors indicate that an option is to be granted as of and at some future date, the
date of grant shall be such future date.
16. PRIVILEGES OF STOCK OWNERSHIP; PURCHASE FOR INVESTMENT:
The holder of an option shall not be entitled to the privilege of stock ownership as to any
shares of stock not actually issued and delivered to him. Upon the exercise of an option, unless
8
there is in effect at that time under the Securities Act of 1933 a registration statement
relating to the stock issuable upon exercise thereof and available for delivery to him a prospectus
meeting the requirements of Section 10(a) of said Act, the option holder shall, if requested by the
Company, represent and warrant in writing, in form and substance satisfactory to the Company, that
the shares purchased are being acquired for investment and without any view to the distribution
thereof and shall agree in writing to the imposition of legends on the stock certificates setting
forth any restrictions upon disposition under applicable securities laws. No shares shall be
purchased upon the exercise of any option unless and until any then applicable requirements of the
Securities and Exchange Commission, the California Commissioner of Corporations, or other
regulatory agencies having jurisdiction, and of any securities exchanges upon which stock of the
Company may be listed, shall have been fully complied with.
17. EFFECTIVE DATE OF THE PLAN:
This Plan shall become effective and options may be granted hereunder upon its adoption by the
Company’s Board of Directors. This Plan may be submitted for approval to the stock-holders of the
Company at any time before or after its adoption by the Board of Directors. Notwithstanding any
such approvals, however, this Plan shall not be effective until such time as a permit authorizing
its implementation has been obtained from the California Commissioner of Corporations.
9
Exhibit 10.3
AEROVIRONMENT, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (the “Agreement”) is made as of the
_______ day of , _______, by and between AeroVironment, Inc., a California
corporation, with its principal office at Monrovia, California (hereinafter called the “Company”),
and (hereinafter called “Optionee”).
WITNESSETH:
WHEREAS, the Board of Directors and the stockholders of the Company have adopted the
AeroVironment, Inc. Nonqualified Stock Option Plan (hereinafter referred to as the “Plan”); and
WHEREAS, the Plan is to be administered by the Company’s Board of Directors; and
WHEREAS, the Board of Directors, at a meeting duly held, determined that Optionee should be
granted an option under the Plan for the purchase of that number of shares of the Company’s Common
Stock specified in Section 1 hereof at the price specified in Section 2 hereof, subject to the
terms and conditions set forth in the Plan and in this Agreement;
NOW, THEREFORE, IT IS AGREED:
1. GRANT OF OPTION
The Company hereby grants to Optionee the right and option to purchase all or any part of an
aggregate of shares (___) of the Company’s capital stock, subject to the terms
and conditions of the Plan and as hereinafter set forth.
A copy of the Plan has been delivered to Optionee, receipt of which is hereby acknowledged.
Except as otherwise expressly provided herein, all of the terms, provisions
-1-
and conditions of the Plan are hereby made a part hereof for all purposes. To the extent that any
provisions of this Agreement are inconsistent with those set forth in the Plan, the provisions of
the Plan shall be deemed to be controlling.
2. OPTION PRICE
The option price shall be Dollars ($___) per share, being at least
one hundred percent (100%) of the fair market value per share as of the date of this Agreement as
determined at the sole discretion of the Board of Directors of the Company.
3. WHEN OPTION MAY BE EXERCISED
This option shall become exercisable on the anniversaries of the date hereof indicated in the
following table as to the number of shares set forth opposite said respective anniversaries less
the number of shares previously purchased under this option:
| Anniversary of the Date Hereof | Number of Shares | |||
First |
||||
Second |
||||
Third |
||||
Fourth |
||||
Fifth |
||||
and such option shall remain exercisable as to all of such shares until and including the
twentieth anniversary of the date hereof, which may be extended by the Board of Directors,
subject however to the provisions of Sections 5 and 6 hereof. Shares as to which such option
becomes exercisable pursuant to the foregoing provision may be purchased at any time thereafter
prior to the expiration or termination of the option.
Optionee acknowledges and understands that this is a nonqualified stock option plan, and that
upon exercise of the option, the optionee shall become taxable on the fair market value of the
stock received upon exercise of the option less the exercise price paid in connection therewith.
Optionee further acknowledges and agrees that Company may
-2-
have a withholding obligation in connection with any such exercise, and that Company is authorized to
withhold from other compensation payable to Optionee amounts necessary to provide for such
withholding, or require a deposit of such funds by Optionee prior to the delivery of shares to be
issued upon exercise of the option. Company shall have no obligation with respect to the tax
liability of Optionee created hereunder.
4. OPTION PERSONAL TO OPTIONEE
This option may be exercised during the life of Optionee only by him and may not be assigned,
transferred, pledged, hypothecated, sold or otherwise disposed of in whole or in part, either
voluntarily or involuntarily; any attempted assignment, transfer, pledge, hypothecation, sale or
other disposition will be void and of no effect; and if voluntarily entered into by Optionee, shall
terminate the option. Notwithstanding the foregoing, in the event of Optionee’s death prior to the
full exercise of this option, it may be transferred under his will to, and exercised by, Optionee’s
personal representative or other such transferee or by operation of the laws of descent and
distribution in accordance with Section 6.
5. TERMINATION OF EMPLOYMENT
No part of this option may be exercised more than three months after the termination of
Optionee’s employment with the Company except in the case of his death or disability (as defined in
Section 105(d)(4) of the Internal Revenue Code of 1986, as amended) during said three month period.
This option shall in no way confer upon Optionee any rights to remain in the employ of the
Company. Except as otherwise provided in this Section 5, the maximum number of shares as to which
this option may be exercised during the aforesaid three month period following termination of
employment shall be the remaining number of shares which Optionee could have purchased, pursuant to
Section 3 hereof, on the date of termination of his employment.
6. DEATH OR DISABILITY OF OPTIONEE
-3-
If Optionee should die or become disabled within the meaning of Section 105(d)(4) of the
Internal Revenue Code of 1986, as amended, while employed by the Company or within any three month
period after termination of his employment during which he is entitled to exercise the option
pursuant to Section 5 hereof, this option, to the extent not previously exercised and in an amount
not exceeding the number of shares Optionee could have purchased hereunder on the date of
termination of employment, may be exercised by the Optionee, or if the Optionee has died, by his
personal representative, heir or legatee, in whole or in part within twelve months after the
Optionee ceases to be an employee of the Company (but not later than the final date set forth in
Section 3 hereof).
7. LEAVE OF ABSENCE
Military or sick leave shall not be considered a termination of employment for any purpose
under this Agreement unless such period exceeds 90 days and the Optionee’s right to reemployment is
not guaranteed either by statute or by contract, in which case the employment relationship shall be
deemed to have terminated on the 91st day of such leave.
8. PARENT, SUBSIDIARY AND SUCCESSOR OF THE COMPANY
All reference herein to the Company shall be deemed to include any parent or subsidiary of the
Company (as defined in Section 425 of the Internal Revenue Code of 1954, as amended), unless the
context shall otherwise require or indicate.
9. EXERCISE OF OPTION
This option or any portion thereof shall be exercised by written notice delivered to the
Company at its then principal offices, setting forth the number of shares with respect to which the
option is being exercised, accompanied by the full amount of the purchase price, in the form of a
certified or cashier’s check, or cash, or, if deemed acceptable at the discretion of the Board of
Directors of the Company, stock of the Company whose fair market value equals the exercise price
per share of the option multiplied by the number of shares being purchased, or such other lawful
consideration as is determined acceptable by the Board of Directors at their discretion. Upon
receipt of notice and payment as aforesaid,
-4-
the Company shall promptly make arrangement for the issuance to Optionee of the number of shares as
to which this option was exercised. Provided, however, that if any law or any regulation of any
regulatory agency or other body having jurisdiction in the premises shall require any action to be
taken in connection with the shares specified in said notice, then the delivery date of such shares
shall be extended for a period reasonably necessary to permit the Company to take such action.
Provided further that the Company shall not be obligated to issue shares pursuant to the option if
counsel for the Company determines that such issuance would or would likely be in violation of any
applicable securities laws. The Company reserves the right to require that the Optionee, prior to
receipt of the shares, represent and warrant in writing, in form and substance satisfactory to the
Company, that the shares purchased are being acquired without any view to the distribution thereof
and agree in writing to the imposition of legends on the stock certificates setting forth any
restrictions upon disposition under applicable securities laws.
In the event Optionee wishes to sell any shares purchased pursuant to this option prior to the
expiration of (a) one year from the date of their issuance, or (b) two years from the date of the
granting of this option, he shall notify the Company in writing not less than thirty days prior to
such sale.
10. FRACTIONAL SHARES
Notwithstanding any other provisions herein to the contrary, the Optionee shall in no event be
entitled to exercise his option for any fractional shares and any such fractional interests shall
be disregarded.
11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
The shares subject to this option shall be subject to equitable and proportionate adjustment
by the Board of Directors in the manner set forth in Section 13 of the Plan in the event of the
occurrence of any of the events specified therein.
-5-
12. SHARES SUBJECT TO STOCK REPURCHASE AGREEMENT
Notwithstanding any other Section of this Agreement, under Section 2 of the Plan, and pursuant
to this Section 12, the stock to be received upon exercise of this option Agreement will be subject
to a Stock Repurchase Agreement to be executed, at the time any or all of this option grant is
first exercised, between the Company and the Optionee, which Stock Repurchase Agreement will be in
substantially the same form as Exhibit “A” hereto. Notwithstanding any other Section of this
Agreement, the Company need not issue any stock to Optionee pursuant to this Agreement unless and
until the parties hereto execute a Stock Repurchase Agreement as described above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| “Company”: | ||||||
| AEROVIRONMENT, INC. | ||||||
| By | ||||||
| Timothy E. Conver, President | ||||||
(Corporate Seal)
|
By | |||||
| Joseph S. Edwards, Secretary | ||||||
| “Optionee”: | ||||||
-6-
Exhibit 10.4
AEROVIRONMENT, INC.
DIRECTORS’ NONQUALIFIED STOCK OPTION PLAN
1. PURPOSE:
The purpose of this Directors’ Nonqualified Stock Option Plan (hereinafter referred to as the
“Plan”) is to provide a means whereby Directors of AeroVironment, Inc. (hereinafter referred to as
the “Company”), or any parent or subsidiary thereof, may be given an opportunity to purchase stock
in the Company by grant of options which are intended to constitute nonqualified stock options.
The underlying objectives which the Plan seeks to accomplish are to retain the services of
Directors of the Company and its subsidiaries and to grant to such Directors an opportunity to
acquire proprietary interests in the business and thereby provide an added incentive to increase
the Company’s earnings.
2. ADMINISTRATION:
This Plan shall be administered by the Board of Directors of the Company. Subject to the
express provisions of the Plan, the Board of Directors shall have the authority to construe and
interpret the Plan and to define the terms used herein, to prescribe, amend and rescind rules and
regulations relating to the administration of the Plan, to determine the duration and purpose of
leaves of absence which may be granted to participants without constituting a termination of their
position as a Director for the purposes of the Plan, to grant the options and to make all other
determinations necessary or desirable for the administration of the Plan. The Board of Directors
may insert into any options granted under this Plan any other terms, provisions, and conditions not
inconsistent with the Plan as may be determined by the Board of Directors. Specifically, the Board
of Directors may, among other things, provide any or all Nonqualified Stock Option Agreements
pursuant to which options are granted under this Plan that the Company’s stock to
be received upon the exercise of the option will be subject to a Stock Repurchase Agreement,
which Stock Repurchase Agreement the Company may require any grantee under this Plan to execute and
be bound by as a condition for receiving the Company’s stock pursuant to the exercise of options
granted under this Plan. The determination of the Board of Directors on the matters referred to in
this Section 2 shall be conclusive. For purposes of this Plan, however, matters related to any
member of the Board of Directors shall be acted upon by Directors of the Company excluding the
interested Director.
The Board of Directors may appoint a committee consisting of not less than three Directors who
shall serve at the pleasure of the Board of Directors to administer the Plan. Such committee shall
have all or such part of the authority of the Board of Directors with respect to the Plan as
provided in the resolution establishing the committee or in resolutions adopted from time to time
thereafter. If such a committee is established, references herein to the Board of Directors shall
be deemed to mean such committee to the extent appropriate in light of the authority of such
committee. Notwithstanding the foregoing, in no instance shall a committee which includes as a
member the Director for whose benefit the option is to be created have authority to act with
respect to such option, and the action of the committee members excluding such interested Director
shall have the authority otherwise provided such committee by the Board.
3. STOCK SUBJECT TO THE PLAN:
The stock to be offered under the Plan shall be shares of the Company’s authorized but
unissued capital stock or any shares of authorized but unissued stock into which such shares are
changed, reclassified or converted. Subject to adjustment as provided in Section 14 hereof, the
aggregate number of shares to be delivered upon exercise of all options granted under the Plan may
not exceed the lesser of ten thousand (10,000) shares or thirty percent (30%) of the total of
2
the then outstanding shares of the issuer and then outstanding options to purchase shares of
the issuer. If any option shall expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall revert to the Plan and again be available for
the purposes of the Plan.
It is the intention in establishing this Plan that options shall be granted to allow the
purchase of stock at an amount substantially equivalent to the fair market value of the stock as of
the date of the grant of the option. The Board of Directors shall have discretion to determine
what constitutes fair market value of the stock of the Company as of the date of grant of options
under this Plan, and whether options should, if ever, be issued at an exercise price less than fair
market value at the date of grant of the option.
4. OBLIGATION OF COMPANY TO ISSUE SHARES:
The Plan, and the grant and exercise of options thereunder, and the Company’s obligation to
sell and deliver stock under such options, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any regulatory agencies as may be required or
advisable. In no event shall the Company be required to issue fractional shares upon the exercise
of an option. This Plan is intended to serve as a discretionary plan exercisable by the Board of
Directors to allow the grant of options to certain Directors of the Company. The adoption of this
Plan shall not imply any obligation or undertaking of any nature on the part of the Company to
issue options other than as determined in the discretion of the Board of Directors of the Company.
5. ELIGIBILITY:
Directors of the Company or of any parent or subsidiary corporation (as that term is defined
in Section 425 of the Internal Revenue Code of 1954, as amended) shall be eligible for selection to
participate in the Plan. No Director shall be disqualified to receive such an option
3
merely because he is already a shareholder of the Company nor merely because he is a member of
the Board of Directors of the Company. The Board of Directors shall determine the individuals to
whom options shall be granted, the terms and provisions of the respective option agreements (which
need not be identical), the time at which such options shall be granted, and the number of shares
subject to each option, and the Board of Directors shall grant such options. An individual who has
been granted an option may, if he is otherwise eligible, be granted an additional option or options
if the Board of Directors shall so determine.
6. OPTION PRICE:
The option price per share of stock purchasable under options granted pursuant to the Plan
shall be determined by the Board of Directors. It is intended that options will in most instances
be issued at a price not less than one hundred percent (100%) of the fair market value of the
common stock of the Company on the day the option is granted. For the purposes hereof, the fair
market value of the Company’s common stock shall be determined in good faith by the Board of
Directors each time an option is granted hereunder, acting upon such information and advice as it
shall deem necessary, which determination shall be conclusive. The Board of Directors may,
however, in their discretion, grant options at an exercise price greater or lesser than fair market
value of the common stock at the date of grant. Notwithstanding the foregoing, issuance of stock
to any employee, Director or consultant of the Company must be issued at an exercise price which is
not less than eighty-five percent (85%) of the fair value of the stock at the time the option is
granted, except that the price shall be one hundred ten percent (110%) of the fair value in the
case of any person who owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or its parent or subsidiary corporations.
4
7. OPTION PERIOD:
Each option, and all rights and obligations thereunder, by its terms, shall expire on such
date as the Board of Directors may determine. No option shall be issued for an exercise period in
excess of one hundred twenty (120) months from the date the option is granted.
8. CONTINUATION OF EMPLOYMENT:
Nothing contained in the Plan (or in any option granted pursuant to the Plan) shall confer
upon any Director any right to remain a Director or an employee of the Company or any parent or
subsidiary corporation or interfere in any way with the right of the Company or any parent or
subsidiary corporation to terminate such Director’s position as a Director or an employee of the
Company at any time or to increase or decrease his compensation from the rate in existence at the
time of the granting of an option, and nothing contained herein or in any option agreement shall
affect any contractual rights of a Director of the Company.
9. EXERCISE OF OPTIONS:
Each option shall be exercisable, and the total number of shares subject thereto shall be
purchasable, in such installments, which need not be equal, as the Board of Directors shall
determine. Except as otherwise provided for by the Board of Directors on the grant of the option,
any option granted hereunder shall be exercisable in five (5) equal annual installments, commencing
one (1) year after the date of the grant of the option. No option or installment thereof shall be
exercisable except in respect of whole shares, and fractional share interests shall be disregarded.
Not less than ten (10) shares may be purchased at any one time unless the number purchased is the
total number at the time available for purchase under the option.
Options may be exercised only by written notice to the Company, stating the number of shares
being purchased and accompanied by payment in full of the option price for the number of shares
being purchased by (1) cash, (2) check, (3) stock of the Company whose fair market value
5
is at least equal to the aggregate exercise price under the option, or (4) such other
consideration as the Board may approve at the time the option is granted, so long as the fair
market value of such consideration is no less than the applicable exercise price for purchase of
the stock.
10. NON-TRANSFERABILITY OF OPTIONS:
Options granted under the Plan shall, by their terms, be non-transferable by the option holder
other than by will or similar device of testamentary disposition or equivalent or the laws of
descent and distribution, and shall be exercisable during his lifetime only by him.
11. TERMINATION OF POSITION AS DIRECTOR:
If the option holder ceases to be Director of the Company or any parent or subsidiary
corporation for any reason other than his death or disability, his option shall, subject to earlier
termination pursuant to Section 7, expire three (3) months thereafter (or upon termination of the
term of the option if shorter than such period), and during such period after he ceases to be a
Director such option shall be exercisable only as to that number of shares which the option holder
could have purchased as of the date of such termination.
12. DEATH OR DISABILITY OF DIRECTOR:
If any option holder dies or becomes disabled within the meaning of Section 105(d)(4) of the
Internal Revenue Code of 1986, as amended, while he is a Director the Company or any parent or
subsidiary, or during the three (3) month period after termination referred to in Section 11
hereof, his option shall, subject to earlier termination pursuant to Section 7, expire one (1) year
after the option holder ceases to be a Director of the Company (or after such shorter period as may
be provided in the option). During such one (1) year period the option holder, or if the option
holder has died the person or persons to whom the option holder’s rights under the option have
passed by will or similar testamentary device or equivalent or by the applicable laws of
6
descent and distribution, may, to the extent of the number of shares exercisable as of the
date of the termination of his Directorship, exercise such option.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
If the outstanding shares of the stock of the Company are increased, decreased, or changed
into, or exchanged for a different number or kind of shares of securities of the Company through
reorganization, merger, recapitalization, reclassification, stock split-up, stock dividend, stock
consolidation or otherwise, an appropriate and proportionate adjustment shall be made in the number
and kind of shares as to which options may be granted. A corresponding adjustment changing the
number or kind of shares and the exercise price per share allocated to unexercised options or
portions thereof, which options shall have been granted prior to any such change, shall likewise be
made. Any such adjustment, however, in an outstanding option, shall be made without change in the
total price applicable to the unexercised portion of the option but with a corresponding adjustment
in the price for each share covered by the option.
Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which the Company
transfers substantially all of the property of the Company to another corporation, the Plan shall
terminate, and any option theretofore granted hereunder shall terminate, unless, in connection with
such transaction, the Company provides for the substitution of options, as defined below. In the
event that provision is not made for the substitution of options in connection with a
reorganization, merger or consolidation in which the Company is not the surviving company, or a
sale of substantially all of the Company’s assets, option holders shall have the right, immediately
prior to or concurrently with such transaction, to exercise any unexpired option rights granted
hereunder to the full extent theretofore not exercised and regardless of any installment provisions
for the exercise of such option rights which may be provided in any stock
7
option agreement entered into hereunder, but in any event subject to the expiration date of
the option under the option agreement. The phrase “provides for the substitution of options” as
used in this paragraph shall mean either the issuance of a new option or the assumption of the
Company’s option by the surviving corporation or its parent or subsidiary in such form and on such
terms and conditions that the substituted option shall meet the requirements of Section 425 of the
Internal Revenue Code of 1986, as amended; and the phrase “parent or subsidiary” shall have the
meaning assigned in said Section 425. A substituted option shall not be less favorable to the
option holder than his prior option.
Adjustments under this Section 13 shall be made by the Board of Directors of the Company,
whose determination as to what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive. No fractional shares of stock shall be issued under the Plan on account of
any such adjustment.
14. AMENDMENT AND TERMINATION:
This Plan shall expire on the tenth (10th) anniversary of the date of its execution. The
Board of Directors of the Company may at any time suspend, amend or terminate the Plan without
further action on the part of the stockholders of the Company, provided that, except as set forth
in Section 13 above, no amendment may be adopted without further approval of the stockholders of
the Company which will:
(a) increase the number of shares which are to be reserved for options under the Plan;
(b) decrease the minimum option price;
(c) extend the maximum term of an option;
(d) change the designation of the class eligible to receive options.
8
In the event the Plan is terminated by the Board of Directors or is terminated by expiration
of its term as specified above, no option may be granted after such termination. The amendment or
termination of the Plan shall not, without the consent of the option holder, affect the option
holder’s rights under an option theretofore granted to him.
15. TIME OF GRANTING OF OPTIONS:
The granting of an option pursuant to the Plan shall take place at the time of the Board of
Directors’ action, as described herein; provided, however, that if the appropriate resolutions of
the Board of Directors indicate that an option is to be granted as of and at some future date, the
date of grant shall be such future date.
16. PRIVILEGES OF STOCK OWNERSHIP; PURCHASE FOR INVESTMENT:
The holder of an option shall not be entitled to the privilege of stock ownership as to any
shares of stock not actually issued and delivered to him. Upon the exercise of an option, unless
there is in effect at that time under the Securities Act of 1933 a registration statement relating
to the stock issuable upon exercise thereof and available for delivery to him a prospectus meeting
the requirements of Section 10(a) of said Act, the option holder shall, if requested by the
Company, represent and warrant in writing, in form and substance satisfactory to the Company, that
the shares purchased are being acquired for investment and without any view to the distribution
thereof and shall agree in writing to the imposition of legends on the stock certificates setting
forth any restrictions upon disposition under applicable securities laws. No shares shall be
purchased upon the exercise of any option unless and until any then applicable requirements of the
Securities and Exchange Commission, the California Commissioner of Corporations, or other
regulatory agencies having jurisdiction, and of any securities exchanges upon which stock of the
Company may be listed, shall have been fully complied with.
9
17. EFFECTIVE DATE OF THE PLAN:
This Plan shall become effective and options may be granted hereunder upon its adoption by the
Company’s Board of Directors. This Plan may be submitted for approval to the stock-holders of the
Company at any time before or after its adoption by the Board of Directors. Notwithstanding any
such approvals, however, this Plan shall not be effective until such time as a permit authorizing
its implementation has been obtained from the California Commissioner of Corporations.
10
Exhibit 10.5
AEROVIRONMENT, INC.
DIRECTORS’ NONQUALIFIED STOCK OPTION AGREEMENT
This Directors’ Nonqualified Stock Option Agreement (the “Agreement”) is made as of the ___
day of _ , 1999, by and between AeroVironment, Inc., a California corporation, with its
principal office at Monrovia, California (hereinafter called the “Company”), and
(hereinafter called “Optionee”).
WITNESSETH:
WHEREAS, the Board of Directors and the stockholders of the Company have adopted the
AeroVironment, Inc. Directors’ Nonqualified Stock Option Plan (hereinafter referred to as the
“Plan”); and
WHEREAS, the Plan is to be administered by the Company’s Board of Directors; and
WHEREAS, the Board of Directors, at a meeting duly held, determined that Optionee should be
granted an option under the Plan for the purchase of that number of shares of the Company’s Common
Stock specified in Section 1 hereof at the price specified in Section 2 hereof, subject to the
terms and conditions set forth in the Plan and in this Agreement;
NOW, THEREFORE, IT IS AGREED:
1. GRANT OF OPTION
The Company hereby grants to Optionee the right and option to purchase all or any part of an
aggregate of shares (___) of the Company’s capital stock, subject to the terms
and conditions of the Plan and as hereinafter set forth.
A copy of the Plan has been delivered to Optionee, receipt of which is hereby acknowledged.
Except as otherwise expressly provided herein, all of the terms, provisions
-1-
and conditions of the Plan are hereby made a part hereof for all purposes. To the extent that any
provisions of this Agreement are inconsistent with those set forth in the Plan, the provisions of
the Plan shall be deemed to be controlling.
2. OPTION PRICE
The option price shall be four and seventeen hundreds Dollars ($4.17) per share, being at
least one hundred percent (100%) of the fair market value per share as of the date of this
Agreement as determined at the sole discretion of the Board of Directors of the Company.
3. WHEN OPTION MAY BE EXERCISED
This option shall become exercisable on the anniversaries of the date hereof indicated in the
following table as to the number of shares set forth opposite said respective anniversaries less
the number of shares previously purchased under this option:
| Anniversary of the Date Hereof | Number of Shares | |||
First |
||||
Second |
||||
Third |
||||
Fourth |
||||
Fifth |
||||
and such option shall remain exercisable as to all of such shares until and including the
anniversary of the date hereof, subject however to the provisions of Sections 5
and 6 hereof. Shares as to which such option becomes exercisable pursuant to the foregoing
provision may be purchased at any time thereafter prior to the expiration or termination of the
option.
Optionee acknowledges and understands that this is a nonqualified stock option plan, and that
upon exercise of the option, the optionee shall become taxable on the fair market value of the
stock received upon exercise of the option less the exercise price paid in connection therewith.
Optionee further acknowledges and agrees that Company may
-2-
have a
withholding obligation in connection with any such exercise, and that Company is authorized to
withhold from other compensation payable to Optionee amounts necessary to provide for such
withholding, or require a deposit of such funds by Optionee prior to the delivery of shares to be
issued upon exercise of the option. Company shall have no obligation with respect to the tax
liability of Optionee created hereunder.
4. OPTION PERSONAL TO OPTIONEE
This option may be exercised during the life of Optionee only by him and may not be assigned,
transferred, pledged, hypothecated, sold or otherwise disposed of in whole or in part, either
voluntarily or involuntarily; any attempted assignment, transfer, pledge, hypothecation, sale or
other disposition will be void and of no effect; and if voluntarily entered into by Optionee, shall
terminate the option. Notwithstanding the foregoing, in the event of Optionee’s death prior to the
full exercise of this option, it may be transferred under his will or similar device of
testamentary disposition or equivalent to, and exercised by, Optionee’s personal representative or
other such transferee or by operation of the laws of descent and distribution in accordance with
Section 6.
5. TERMINATION OF POSITION AS A DIRECTOR
No part of this option may be exercised more than three (3) months after the termination of
Optionee’s position as a Director of the Company except in the case of his death or disability (as
defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended) during said three
(3) month period. This option shall in no way confer upon Optionee any rights to remain a Director
or an employee of the Company. Except as otherwise provided in this Section 5, the maximum number
of shares as to which this option may be exercised during the aforesaid three (3) month period
following termination as a Director of the company shall be the remaining number of shares which
Optionee could have purchased, pursuant to Section 3 hereof, on the date of termination.
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6. DEATH OR DISABILITY OF OPTIONEE
If Optionee should die or become disabled within the meaning of Section 105(d)(4) of the
Internal Revenue Code of 1986, as amended, while a Director of the Company or within any three (3)
month period after termination of his position as a Director of the Company during which he is
entitled to exercise the option pursuant to Section 5 hereof, this option, to the extent not
previously exercised and in an amount not exceeding the number of shares Optionee could have
purchased hereunder on the date of termination, may be exercised by the Optionee, or if the
Optionee has died, by his personal representative, heir or legatee, in whole or in part within
twelve (12) months after the Optionee ceases to be a Director of the Company (but not later than
the final date set forth in Section 3 hereof).
7. PARENT, SUBSIDIARY AND SUCCESSOR OF THE COMPANY
All reference herein to the Company shall be deemed to include any parent or subsidiary of the
Company (as defined in Section 425 of the Internal Revenue Code of 1954, as amended), unless the
context shall otherwise require or indicate.
8. EXERCISE OF OPTION
This option or any portion thereof shall be exercised by written notice delivered to the
Company at its then principal offices, setting forth the number of shares with respect to which the
option is being exercised, accompanied by the full amount of the purchase price, in the form of a
certified or cashier’s check, or cash, or, if deemed acceptable at the discretion of the Board of
Directors of the Company, stock of the Company whose fair market value equals the exercise price
per share of the option multiplied by the number of shares being purchased, or such other lawful
consideration as is determined acceptable by the Board of Directors at their discretion. Upon
receipt of notice and payment as aforesaid, the Company shall promptly make arrangement for the
issuance to Optionee of the number of shares as to which this option was exercised. Provided,
however, that if any law or any regulation of any regulatory agency or other body having
jurisdiction in the premises shall require any action to be taken in connection with the shares
specified in said notice, then
-4-
the delivery date of such shares shall be extended for a period reasonably necessary to permit the
Company to take such action. Provided further that the Company shall not be obligated to issue
shares pursuant to the option if counsel for the Company determines that such issuance would or
would likely be in violation of any applicable securities laws. The Company reserves the right to
require that the Optionee, prior to receipt of the shares, represent and warrant in writing, in
form and substance satisfactory to the Company, that the shares purchased are being acquired
without any view to the distribution thereof and agree in writing to the imposition of legends on
the stock certificates setting forth any restrictions upon disposition under applicable securities
laws.
In the event Optionee wishes to sell any shares purchased pursuant to this option prior to the
expiration of (a) one year from the date of their issuance, or (b) two years from the date of the
granting of this option, he shall notify the Company in writing not less than thirty (30) days
prior to such sale.
9. FRACTIONAL SHARES
Notwithstanding any other provisions herein to the contrary, the Optionee shall in no event be
entitled to exercise his option for any fractional shares and any such fractional interests shall
be disregarded.
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
The shares subject to this option shall be subject to equitable and proportionate adjustment
by the Board of Directors in the manner set forth in Section 12 of the Plan in the event of the
occurrence of any of the events specified therein.
11. SHARES SUBJECT TO STOCK REPURCHASE AGREEMENT
Notwithstanding any other Section of this Agreement, under Section 2 of the Plan, and pursuant
to this Section 11, the stock to be received upon exercise of this option Agreement will be subject
to a Stock Repurchase Agreement to be executed, at the time any or all of this option grant is
first exercised, between the Company and the Optionee, which Stock Repurchase Agreement will be in
substantially the same form as Exhibit “A”
-5-
hereto. Notwithstanding any other Section of this Agreement, the Company need not issue any stock to
Optionee pursuant to this Agreement unless and until the parties hereto execute a Stock Repurchase
Agreement as described above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| “Company”: | ||||||
| AEROVIRONMENT, INC. | ||||||
| By | ||||||
| Timothy E. Conver, President | ||||||
(Corporate Seal)
|
By | |||||
| Joseph S. Edwards, Secretary | ||||||
| “Optionee”: | ||||||
-6-
Exhibit 10.6
AEROVIRONMENT, INC.
2002 EQUITY INCENTIVE PLAN
1.
|
PURPOSES OF THE PLAN | I | ||
2.
|
DEFINITIONS | I | ||
3.
|
STOCK SUBJECT TO THE PLAN | IV | ||
4.
|
ADMINISTRATION OF THE PLAN | V | ||
5.
|
ELIGIBILITY | VII | ||
6.
|
LIMITATIONS | VII | ||
7.
|
TERM OF PLAN | VIII | ||
8.
|
TERM OF OPTION | VIII | ||
9.
|
OPTION EXERCISE PRICE AND CONSIDERATION | VIII | ||
10.
|
EXERCISE OF OPTION | IX | ||
11.
|
NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS | XII | ||
12.
|
STOCK PURCHASE RIGHTS | XII | ||
13.
|
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE | XIII | ||
14.
|
TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS | XVI | ||
15.
|
AMENDMENT AND TERMINATION OF THE PLAN | XVI | ||
16.
|
STOCKHOLDER APPROVAL | XVI | ||
17.
|
INABILITY TO OBTAIN AUTHORITY | XVI | ||
18.
|
RESERVATION OF SHARES | XVII | ||
19.
|
INFORMATION TO HOLDERS AND PURCHASERS | XVII | ||
20.
|
REPURCHASE PROVISIONS | XVII | ||
21.
|
INVESTMENT INTENT | XVIII | ||
22.
|
GOVERNING LAW | XVIII |
AEROVIRONMENT, INC.
2002 EQUITY INCENTIVE PLAN
1. Purposes of the Plan. The purposes of the AeroVironment, Inc. 2002 Equity
Incentive Plan are to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and Consultants and to
promote the success of the Company’s business. Options granted under the Plan may be Incentive
Stock Options or Non-Qualified Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) “Acquisition” means (1) a dissolution, liquidation or sale of all or substantially
all of the assets of the Company; (2) a merger or consolidation in which the Company is not the
surviving corporation; or (3) a reverse merger in which the Company is the surviving corporation
but the shares of the Company’s common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of securities, cash or
otherwise.
(b) “Administrator” means the Board or the Committee responsible for conducting the
general administration of the Plan, as applicable, in accordance with Section 4 hereof.
(c) “Applicable Laws” means the requirements relating to the administration of stock
option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are granted
under the Plan.
(d) “Board” means the Board of Directors of the Company.
(e) “Code” means the Internal Revenue Code of 1986, as amended, or any successor
statute or statutes thereto. Reference to any particular Code section shall include any successor
section.
(f) “Committee” means a committee appointed by the Board in accordance with Section 4
hereof.
(g) “Common Stock” means the Common Stock of the Company, no par value.
(h) “Company” means AeroVironment, Inc., a California corporation.
i
(i) “Consultant” means any consultant or adviser if: (i) the consultant or adviser
renders bona fide services to the Company or any Parent or Subsidiary of the Company; (ii) the
services rendered by the consultant or adviser are not in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly promote or maintain a
market for the Company’s securities; and (iii) the consultant or adviser is a natural person who
has contracted directly with the Company or any Parent or Subsidiary of the Company to render such
services.
(j) “Director” means a member of the Board.
(k) “Employee” means any person, including an Officer or Director, who is an employee
(as defined in accordance with Section 3401(c) of the Code) of the Company or any Parent or
Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock
Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. Neither service as a Director nor payment of a
director’s fee by the Company shall be sufficient, by itself, to constitute “employment” by the
Company.
(l) “Equity Capital” means capital contributed to the Company in respect of Common
Stock or Common Stock equivalents (including convertible and exchangeable securities).
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any
successor statute or statutes thereto. Reference to any particular Exchange Act section shall
include any successor section.
(n) “Fair Market Value” means, as of any date, the value of a share of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market
system, including, without limitation, the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for a share of such
stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the
last market trading day prior to the time of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked
prices for a share of the Common Stock on the last market trading day prior to the day of
determination; or
ii
(iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator; provided, however, that
notwithstanding anything to the contrary in the Plan, the Administrator may use such method or
manner to determine Fair Market Value as the Administrator determines in its sole reasonable
discretion is reasonable and appropriate in light of the circumstances of the Company at the time
of such determination.
(o) “Holder” means a person who has been granted or awarded an Option or Stock
Purchase Right or who holds Shares acquired pursuant to the exercise of an Option or Stock Purchase
Right.
(p) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and which is designated as an Incentive Stock
Option by the Administrator.
(q) “Independent Director” means a Director who is not an Employee of the Company.
(r) “Non-Qualified Stock Option” means an Option (or portion thereof) that is not
designated as an Incentive Stock Option by the Administrator, or which is designated as an
Incentive Stock Option by the Administrator but fails to qualify as an incentive stock option
within the meaning of Section 422 of the Code.
(s) “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(t) “Option” means a stock option granted pursuant to the Plan.
(u) “Option Agreement” means a written agreement between the Company and a Holder
evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject
to the terms and conditions of the Plan.
(v) “Parent” means any corporation, whether now or hereafter existing (other than the
Company), in an unbroken chain of corporations ending with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing more than fifty percent
of the total combined voting power of all classes of stock in one of the other corporations in such
chain.
(w) “Plan” means the AeroVironment, Inc. 2002 Equity Incentive Plan.
(x) “Public Trading Date” means the first date upon which Common Stock of the Company
is listed (or approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national market security on
an interdealer quotation system.
iii
(y) “Restricted Stock” means Shares acquired pursuant to the exercise of an unvested
Option in accordance with Section 10(h) below or pursuant to a Stock Purchase Right granted under
Section 12 below.
(z) “Rule 16b-3” means that certain Rule 16b-3 under the Exchange Act, as such Rule
may be amended from time to time.
(aa) “Section 16(b)” means Section 16(b) of the Exchange Act, as such Section may be
amended from time to time.
(bb) “Securities Act” means the Securities Act of 1933, as amended, or any successor
statute or statutes thereto. Reference to any particular Securities Act section shall include any
successor section.
(cc) “Service Provider” means an Employee, Director or Consultant.
(dd) “Share” means a share of Common Stock, as adjusted in accordance with Section 13
below.
(ee) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section
12 below.
(ff) “Subsidiary” means any corporation, whether now or hereafter existing (other than
the Company), in an unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock possessing more than
fifty percent of the total combined voting power of all classes of stock in one of the other
corporations in such chain.
(gg) “Total Shares” means the total number of outstanding securities of the Company on
a fully-diluted basis as if all issued and outstanding series of preferred stock or senior common
stock were converted into Common Stock; provided that Total Shares shall not include any shares
that may be received upon exercise of options or warrants to purchase Common Stock unless and until
such options and/or warrants are actually exercised and Common Stock is issued in respect thereof.
3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,
the shares of stock subject to Options or Stock Purchase Rights shall be Common Stock, initially
shares of the Company’s Common Stock, no par value. Subject to the provisions of Section 13 of the
Plan, the maximum
aggregate number of Shares which may be issued upon exercise of such Options or Stock Purchase
Rights shall be equal to fifty percent (50%) of the Total Shares, as adjusted from time to time as
additional Equity Capital is contributed to the Company, less the number of options to purchase
shares of Common Stock granted by the Company under option plans other than the Plan, but not in
excess of 500,000 Shares. All adjustments pursuant to the foregoing adjustment shall be deemed to
have been made by the Company concurrently with the actual receipt of the Company of the relevant
Equity Capital by the Company. The Company shall
iv
promptly record any such adjustment on its books
and records, and any adjustment so recorded shall be presumptively correct absent manifest error.
Shares issued upon exercise of Options or Stock Purchase Rights may be authorized but unissued, or
reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has terminated). Shares
which are delivered by the Holder or withheld by the Company upon the exercise of an Option or
Stock Purchase Right under the Plan, in payment of the exercise price thereof or tax withholding
thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of this
Section 3. If Shares of Restricted Stock are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan. Notwithstanding the
provisions of this Section 3, no Shares may again be optioned, granted or awarded if such action
would cause an Incentive Stock Option to fail to qualify as an Incentive Stock Option under Code
Section 422.
4. Administration of the Plan.
(a) Administrator. Unless and until the Board delegates administration to a Committee
as set forth below, the Plan shall be administered by the Board. The Board may delegate
administration of the Plan to a Committee or Committees of one or more members of the Board, and
the term “Committee” shall apply to any person or persons to whom such authority has been
delegated. If administration is delegated to a Committee, the Committee shall have, in connection
with the administration of the Plan, the powers theretofore possessed by the Board, including the
power to delegate to a subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the
Plan, as may be adopted from time to time by the Board. Notwithstanding the foregoing, however,
from and after the Public Trading Date, a Committee of the Board shall administer the Plan and the
Committee shall consist solely of two or more Independent Directors each of whom is both an
“outside director,” within the meaning of Section 162(m) of the Code, and a “non-employee director”
within the meaning of Rule 16b-3. Within the scope of such authority, the Board or the Committee
may (i) delegate to a committee of one or more members of the Board who are not Independent
Directors the authority to grant awards under the Plan to eligible persons who are either (1) not
then “covered employees,” within the meaning of Section 162(m) of the Code and are not expected to
be “covered employees” at the time of recognition of income resulting from such award or (2) not
persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or
(ii) delegate to a committee of one or more members of the Board who are not “non-employee
directors,” within the meaning of Rule 16b-3,
the authority to grant awards under the Plan to eligible persons who are not then subject to
Section 16 of the Exchange Act. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan. Appointment of Committee members shall be effective upon
acceptance of appointment. Committee members may resign at any time by delivering written notice to
the Board. Vacancies in the Committee may only be filled by the Board.
v
(b) Powers of the Administrator. Subject to the provisions of the Plan and the
specific duties delegated by the Board to such Committee, and subject to the approval of any
relevant authorities, the Administrator shall have the authority in its sole discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options and Stock Purchase Rights may from time
to time be granted hereunder;
(iii) to determine the number of Shares to be covered by each such award granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions of any Option or Stock Purchase Right granted
hereunder (such terms and conditions include, but are not limited to, the exercise price, the time
or times when Options or Stock Purchase Rights may vest or be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole discretion, shall
determine);
(vi) to determine whether to offer to buyout a previously granted Option as provided in
subsection 10(i) and to determine the terms and conditions of such offer and buyout (including
whether payment is to be made in cash or Shares);
(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of qualifying for preferred
tax treatment under foreign tax laws;
(viii) to allow Holders to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that
number of Shares having a Fair Market Value equal to the minimum amount required to be withheld
based on the statutory withholding rates for federal and state tax purposes that apply to
supplemental taxable income. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined. All elections by
Holders to have Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable;
(ix) to amend the Plan or any Option or Stock Purchase Right granted under the Plan as
provided in Section 15; and
(x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan
and to exercise such powers and perform such acts as the Administrator
vi
deems necessary or desirable
to promote the best interests of the Company which are not in conflict with the provisions of the
Plan.
(c) Effect of Administrator’s Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Holders.
5. Eligibility. Non-Qualified Stock Options and Stock Purchase Rights may be granted
to Service Providers. Incentive Stock Options may be granted only to Employees. If otherwise
eligible, Service Providers who have been granted an Option or Stock Purchase Right may be granted
additional Options or Stock Purchase Rights.
6. Limitations.
(a) Each Option shall be designated by the Administrator in the Option Agreement as either an
Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such
designations, to the extent that the aggregate Fair Market Value of Shares subject to a Holder’s
Incentive Stock Options and other incentive stock options granted by the Company, any Parent or
Subsidiary, which become exercisable for the first time during any calendar year (under all plans
of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options or other options
shall be treated as Non-Qualified Stock Options.
For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares shall be determined as of
the time of grant.
(b) Neither the Plan, any Option nor any Stock Purchase Right shall confer upon a Holder any
right with respect to continuing the Holder’s employment or consulting relationship with the
Company, nor shall they interfere in any way with the Holder’s right or the Company’s right to
terminate such employment or consulting relationship at any time, with or without cause.
(c) No Service Provider shall be granted, in any calendar year, Options or Stock Purchase
Rights to purchase more than 31,595 Shares; provided, however, that the foregoing limitation shall
not apply prior to the Public Trading Date and, following the Public Trading Date, the foregoing
limitation shall not apply until the earliest of: (i) the first material modification of the Plan
(including any increase in the number of shares reserved for issuance under the Plan in accordance
with Section 3); (ii) the issuance of all of the shares of Common Stock reserved for issuance under
the Plan; (iii) the expiration of the Plan; (iv) the first meeting
of stockholders at which Directors of the Company are to be elected that occurs after the
close of the third calendar year following the calendar year in which occurred the first
registration of an equity security of the Company under Section 12 of the Exchange Act; or (v) such
other date required by Section 162(m) of the Code and the rules and regulations promulgated
thereunder. The foregoing limitation shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 13. For purposes of this Section
6(c), if an
vii
Option is canceled in the same calendar year it was granted (other than in connection
with a transaction described in Section 13), the canceled Option will be counted against the limit
set forth in this Section 6(c). For this purpose, if the exercise price of an
Option is reduced, the transaction shall be treated as a cancellation of the Option and the grant of a new Option.
7. Term of Plan. The Plan shall become effective upon its initial adoption by the
Board and shall continue in effect until it is terminated under Section 15 of the Plan. No Options
or Stock Purchase Rights may be issued under the Plan after the tenth (10th) anniversary of the
earlier of (i) the date upon which the Plan is adopted by the Board or (ii) the date the Plan is
approved by the stockholders.
8. Term of Option. The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from the date of grant
thereof. In the case of an Incentive Stock Option granted to a Holder who, at the time the Option
is granted, owns (or is treated as owning under Code Section 424) stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter
term as may be provided in the Option Agreement.
9. Option Exercise Price and Consideration.
(a) The per share exercise price for the Shares to be issued upon exercise of an Option shall
be such price as is determined by the Administrator, but shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of grant of such Option, owns (or is treated as
owning under Code Section 424) stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price
shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date
of grant.
(B) granted to any other Employee, the per Share exercise price shall be no less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.
(ii) In the case of a Non-Qualified Stock Option
(A) granted to a Service Provider who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the exercise price shall be no less than one hundred ten percent
(110%) of the Fair Market Value per Share on the date of the grant.
viii
(B) granted to any other Service Provider, the per Share exercise price shall be no less than
eighty-five percent (85%) of the Fair Market Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price
other than as required above pursuant to a merger or other corporate transaction.
(b) The consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist
of (1) cash, (2) check, (3) with the consent of the Administrator, a full recourse promissory note
bearing interest (at no less than such rate as shall then preclude the imputation of interest under
the Code) and payable upon such terms as may be prescribed by the Administrator, (4) with the
consent of the Administrator, other Shares which (x) in the case of Shares acquired from the
Company, have been owned by the Holder for more than six (6) months on the date of surrender, and
(y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised, (5) with the consent of the Administrator,
surrendered Shares then issuable upon exercise of the Option having a Fair Market Value on the date
of exercise equal to the aggregate exercise price of the Option or exercised portion thereof, (6)
property of any kind which constitutes good and valuable consideration, (7) with the consent of the
Administrator, delivery of a notice that the Holder has placed a market sell order with a broker
with respect to Shares then issuable upon exercise of the Options and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction
of the Option exercise price, provided, that payment of such proceeds is then made to the Company
upon settlement of such sale, or (8) with the consent of the Administrator, any combination of the
foregoing methods of payment.
10. Exercise of Option.
(a) Vesting; Fractional Exercises. Options granted hereunder shall be vested and
exercisable according to the terms hereof at such times and under such conditions as determined by
the Administrator and set forth in the Option Agreement; provided, however, that,
except with regard to Options granted to Officers, Directors or Consultants, in no event shall
an Option granted hereunder become vested and exercisable at a rate of less than twenty percent
(20%) per year over five (5) years from the date the Option is granted, subject to reasonable
conditions, such as continuing to be a Service Provider. An Option may not be exercised for a
fraction of a Share.
(b) Deliveries upon Exercise. All or a portion of an exercisable Option shall be
deemed exercised upon delivery of all of the following to the Secretary of the Company or his or
her office:
ix
(i) A written or electronic notice complying with the applicable rules established by the
Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be
signed by the Holder or other person then entitled to exercise the Option or such portion of the
Option;
(ii) Such representations and documents as the Administrator, in its sole discretion, deems
necessary or advisable to effect compliance with Applicable Laws. The Administrator may, in its
sole discretion, also take whatever additional actions it deems appropriate to effect such
compliance, including, without limitation, placing legends on share certificates and issuing stop
transfer notices to agents and registrars;
(iii) Upon the exercise of all or a portion of an unvested Option pursuant to Section 10(h), a
Restricted Stock purchase agreement in a form determined by the Administrator and signed by the
Holder or other person then entitled to exercise the Option or such portion of the Option; and
(iv) In the event that the Option shall be exercised pursuant to Section 10(f) by any person
or persons other than the Holder, appropriate proof of the right of such person or persons to
exercise the Option.
(c) Conditions to Delivery of Share Certificates. The Company shall not be required
to issue or deliver any certificate or certificates for Shares purchased upon the exercise of any
Option or portion thereof prior to fulfillment of all of the following conditions:
(i) The admission of such Shares to listing on all stock exchanges on which such class of
stock is then listed;
(ii) The completion of any registration or other qualification of such Shares under any state
or federal law, or under the rulings or regulations of the Securities and Exchange Commission or
any other governmental regulatory body which the Administrator shall, in its sole discretion, deem
necessary or advisable;
(iii) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Administrator shall, in its sole discretion, determine to be necessary or
advisable;
(iv) The lapse of such reasonable period of time following the exercise of the Option as the
Administrator may establish from time to time for reasons of administrative convenience; and
(v) The receipt by the Company of full payment for such Shares, including payment of any
applicable withholding tax, which in the sole discretion of the Administrator may be in the form of
consideration used by the Holder to pay for such Shares under Section 9(b).
x
(d) Termination of Relationship as a Service Provider. If a Holder ceases to be a
Service Provider other than by reason of the Holder’s disability or death, such Holder may exercise
his or her Option within such period of time as is specified in the Option Agreement to the extent
that the Option is vested on the date of termination; provided, however, that prior to the Public
Trading Date, such period of time shall not be less than thirty (30) days (but in no event later
than the expiration of the term of the Option as set forth in the Option Agreement). In the
absence of a specified time in the Option Agreement, the Option shall remain exercisable for three
(3) months following the Holder’s termination. If, on the date of termination, the Holder is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option
immediately cease to be issuable under the Option and shall again become available for issuance
under the Plan. If, after termination, the Holder does not exercise his or her Option within the
time period specified herein, the Option shall terminate, and the Shares covered by such Option
shall again become available for issuance under the Plan.
(e) Disability of Holder. If a Holder ceases to be a Service Provider as a result of
the Holder’s disability, the Holder may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent the Option is vested on the date of termination;
provided, however, that prior to the Public Trading Date, such period of time shall not be less
than six (6) months (but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Holder’s termination. If such
disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the
case of an Incentive Stock Option such Incentive Stock Option shall automatically cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock
Option from and after the day which is three (3) months and one (1) day following such termination.
If, on the date of termination, the Holder is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall immediately cease to be issuable under
the Option and shall again become available for issuance under the Plan. If, after termination,
the Holder does not exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall again become available for issuance under
the Plan.
(f) Death of Holder. If a Holder dies while a Service Provider, the Option may be
exercised within such period of time as is specified in the Option Agreement; provided, however,
that prior to the Public Trading Date, such period of time shall not be less than six (6)
months (but in no event later than the expiration of the term of such Option as set forth in
the Notice of Grant), by the Holder’s estate or by a person who acquires the right to exercise the
Option by bequest or inheritance, but only to the extent that the Option is vested on the date of
death. In the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Holder’s termination. If, at the time of death,
the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option shall immediately cease to be issuable under the Option and shall again become
available for issuance under the Plan. The Option may be exercised by the executor or
administrator of the Holder’s estate or, if none, by the person(s) entitled to exercise the Option
xi
under the Holder’s will or the laws of descent or distribution. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the Shares covered by such Option
shall again become available for issuance under the Plan.
(g) Regulatory Extension. A Holder’s Option Agreement may provide that if the
exercise of the Option following the termination of the Holder’s status as a Service Provider
(other than upon the Holder’s death or Disability) would be prohibited at any time solely because
the issuance of shares would violate the registration requirements under the Securities Act, then
the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth
in Section 8 or (ii) the expiration of a period of three (3) months after the termination of the
Holder’s status as a Service Provider during which the exercise of the Option would not be in
violation of such registration requirements.
(h) Early Exercisability. The Administrator may provide in the terms of a Holder’s
Option Agreement that the Holder may, at any time before the Holder’s status as a Service Provider
terminates, exercise the Option in whole or in part prior to the full vesting of the Option;
provided, however, that subject to Section 20, Shares acquired upon exercise of an Option which has
not fully vested may be subject to any forfeiture, transfer or other restrictions as the
Administrator may determine in its sole discretion.
(i) Buyout Provisions. The Administrator may at any time offer to buyout for a
payment in cash or Shares, an Option previously granted, based on such terms and conditions as the
Administrator shall establish and communicate to the Holder at the time that such offer is made.
11. Non-Transferability of Options and Stock Purchase Rights. Options and Stock
Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Holder, only by the Holder.
12. Stock Purchase Rights.
(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with Options granted under the Plan and/or cash awards made outside of the Plan.
After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it
shall advise the offeree in writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase, the price to be
paid, and the time within which such person must accept such offer; provided, however, that to the
extent required to comply with applicable securities laws, the purchase price of such Shares shall
not be less than the purchase price requirements set forth in Section 260.140.42 of Title 10 of the
California Code of Regulations. The offer shall be accepted by execution of a Restricted Stock
purchase agreement in the form determined by the Administrator.
xii
(b) Repurchase Right. Unless the Administrator determines otherwise, the Restricted
Stock purchase agreement shall grant the Company the right to repurchase Shares acquired upon
exercise of a Stock Purchase Right upon the termination of the purchaser’s status as a Service
Provider for any reason. Subject to Section 20, the purchase price for Shares repurchased by the
Company pursuant to such repurchase right and the rate at which such repurchase right shall lapse
shall be determined by the Administrator in its sole discretion, and shall be set forth in the
Restricted Stock purchase agreement.
(c) Other Provisions. The Restricted Stock purchase agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion.
(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the
purchaser shall have rights equivalent to those of a shareholder and shall be a shareholder when
his or her purchase is entered upon the records of the duly authorized transfer agent of the
Company. No adjustment shall be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the
Plan.
13. Adjustments upon Changes in Capitalization, Merger or Asset Sale.
(a)
In the event that any dividend or other distribution (whether
in the form of cash, Common Stock, other securities, or other property),
recapitalization, reclassification, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase Common Stock or
other securities of the Company, or other similar corporate transaction or event, affects the Common
Stock, then the Administrator shall make an equitable and proportional adjustment to all
Options, Stock Purchase Rights or Restricted Stock granted or to be granted under the Plan, in
order to prevent dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan. The form of such adjustment shall be determined by
the Administrator in its discretion, but may take the form of an adjustment in:
(i) the number and kind of shares of Common Stock (or other
securities or property) with respect to which Options or Stock Purchase Rights may be granted or awarded (including, but not
limited to, adjustments of the limitations in Section 3 on the maximum number and kind
of shares which may be issued and adjustments of the maximum number of Shares that may be purchased by any Holder
in any calendar year pursuant to Section 6(c)); and/or
(ii) the number and kind of shares of Common Stock (or other
securities or property) subject to outstanding Options, Stock Purchase Rights or Restricted Stock; and/or
(iii) the grant or exercise price with respect to any Option or
Stock Purchase Right.
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(b) In the event of any transaction or event described in Section 13(a), the Administrator, in
its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms
of the Option, Stock Purchase Right or Restricted Stock or by action taken prior to the occurrence
of such transaction or event and either automatically or upon the Holder’s request, is hereby
authorized to take any one or more of the following actions whenever the Administrator determines
that such action is appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended by the Company to be made available under the Plan or with respect to
any Option, Stock Purchase Right or Restricted Stock granted or issued under the Plan or to
facilitate such transaction or event:
(i) To provide for either the purchase of any such Option, Stock Purchase Right or Restricted
Stock for an amount of cash equal to the amount that could have been obtained upon the exercise of
such Option or Stock Purchase Right or realization of the Holder’s rights had such Option, Stock
Purchase Right or Restricted Stock been currently exercisable or payable or fully vested or the
replacement of such Option, Stock Purchase Right or Restricted Stock with other rights or property
selected by the Administrator in its sole discretion;
(ii) To provide that such Option or Stock Purchase Right shall be exercisable as to all shares
covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such
Option or Stock Purchase Right;
(iii) To provide that such Option, Stock Purchase Right or Restricted Stock be assumed by the
successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of the successor or
survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices;
(iv) To make adjustments in the number and type of shares of Common Stock (or other securities
or property) subject to outstanding Options and Stock Purchase Rights, and/or in the terms and
conditions of (including the grant or exercise price), and the criteria included in, outstanding
Options, Stock Purchase Rights or Restricted Stock or Options, Stock Purchase Rights or Restricted
Stock which may be granted in the future; and
(v) To provide that immediately upon the consummation of such event, such Option or Stock
Purchase Right shall not be exercisable and shall terminate; provided, that for a specified period
of time prior to such event, such Option or Stock Purchase Right shall be exercisable as to all
Shares covered thereby, and the restrictions imposed under an Option Agreement or Restricted Stock
purchase agreement upon some or all Shares may be terminated and, in the case of Restricted Stock,
some or all shares of such Restricted Stock may
xiv
cease to be subject to repurchase, notwithstanding
anything to the contrary in the Plan or the provisions of such Option, Stock Purchase Right or
Restricted Stock purchase agreement.
(c) Subject to Section 3, the Administrator may, in its sole discretion, include such further
provisions and limitations in any Option, Stock Purchase Right, Restricted Stock agreement or
certificate, as it may deem equitable and in the best interests of the Company.
(d) If the Company undergoes an Acquisition, then any surviving corporation or entity or
acquiring corporation or entity, or affiliate of such corporation or entity, may assume any
Options, Stock Purchase Rights or Restricted Stock outstanding under the Plan or may substitute
similar stock awards (including an award to acquire the same consideration paid to the stockholders
in the transaction described in this subsection 13(d)) for those outstanding under the Plan. In
the event any surviving corporation or entity or acquiring corporation or entity in an Acquisition,
or affiliate of such corporation or entity, does not assume such Options, Stock Purchase Rights or
Restricted Stock or does not substitute similar stock awards for those outstanding under the Plan,
then with respect to (i) Options, Stock Purchase Rights or Restricted Stock held by participants in
the Plan whose status as a Service Provider has not terminated prior to such event, the vesting of
such Options, Stock Purchase Rights or Restricted Stock (and, if applicable, the time during which
such awards may be exercised) shall be accelerated and made fully exercisable and all restrictions
thereon shall lapse at least ten (10) days prior to the closing of the Acquisition (and the Options
or Stock Purchase Rights terminated if not exercised prior to the closing of such Acquisition), and
(ii) any other Options or Stock Purchase Rights outstanding under the Plan, such Options or Stock
Purchase rights shall be terminated if not exercised prior to the closing of the Acquisition.
(e) Notwithstanding the foregoing, in the event that the Company becomes a party to a
transaction that is intended to qualify for “pooling of interests” accounting treatment and, but
for one or more of the provisions of this Plan or any Option Agreement or any Restricted Stock
purchase agreement would so qualify, then this Plan and any such agreement shall be interpreted so
as to preserve such accounting treatment, and to the extent that any provision of the Plan or any
such agreement would disqualify the transaction from pooling of interests accounting treatment
(including, if applicable, an entire Option Agreement or Restricted
Stock purchase agreement), then such provision shall be null and void. All determinations to
be made in connection with the preceding sentence shall be made by the independent accounting firm
whose opinion with respect to “pooling of interests” treatment is required as a condition to the
Company’s consummation of such transaction.
(f) The existence of the Plan, any Option Agreement or Restricted Stock purchase agreement and
the Options or Stock Purchase Rights granted hereunder shall not affect or restrict in any way the
right or power of the Company or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or
its business, any merger or consolidation of the Company, any issue of stock or of options,
warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks
whose rights are superior to or affect the Common Stock or
xv
the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
14. Time of Granting Options and Stock Purchase Rights. The date of grant of an
Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator
makes the determination granting such Option or Stock Purchase Right, or such other date as is
determined by the Administrator. Notice of the determination shall be given to each Employee or
Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after
the date of such grant.
15. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time wholly or partially amend,
alter, suspend or terminate the Plan. However, without approval of the Company’s stockholders
given within twelve (12) months before or after the action by the Board, no action of the Board
may, except as provided in Section 13, increase the limits imposed in Section 3 on the maximum
number of Shares which may be issued under the Plan or extend the term of the Plan under Section 7.
(b) Stockholder Approval. The Board shall obtain stockholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Holder, unless mutually agreed otherwise
between the Holder and the Administrator, which agreement must be in writing and signed by the
Holder and the Company. Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Options, Stock Purchase Rights or
Restricted Stock granted or awarded under the Plan prior to the date of such termination.
16. Stockholder Approval. The Plan will be submitted for the approval of the
Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of
the Plan. Options, Stock Purchase Rights or Restricted Stock may be granted or awarded prior to
such stockholder approval, provided that such Options, Stock Purchase Rights and Restricted Stock
shall not be exercisable, shall not vest and the restrictions thereon shall not lapse prior to the
time when the Plan is approved by the stockholders, and provided further that if such approval has
not been obtained at the end of said twelve-month period, all Options, Stock Purchase Rights and
Restricted Stock previously granted or awarded under the Plan shall thereupon be canceled and
become null and void.
17. Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the
xvi
Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
18. Reservation of Shares. The Company, during the term of this Plan, shall at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
19. Information to Holders and Purchasers. Prior to the Public Trading Date and to
the extent required by Section 260.140.46 of Title 10 of the California Code of Regulations, the
Company shall provide to each Holder and to each individual who acquires Shares pursuant to the
Plan, not less frequently than annually during the period such Holder or purchaser has one or more
Options or Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares
pursuant to the Plan, during the period such individual owns such Shares, copies of annual
financial statements. Notwithstanding the preceding sentence, the Company shall not be required to
provide such statements to key employees whose duties in connection with the Company assure their
access to equivalent information.
20. Repurchase Provisions. The Administrator in its sole discretion may provide that
the Company may repurchase Shares acquired upon exercise of an Option or Stock Purchase Right upon
the occurrence of certain specified events, including, without limitation, a Holder’s termination
as a Service Provider, divorce, bankruptcy or insolvency; provided, however, that any such
repurchase right shall be set forth in the applicable Option Agreement or Restricted Stock purchase
agreement or in another agreement referred to in such agreement and, provided further,
that to the extent required by Section 260.140.41 and Section 260.140.42 of Title 10 of the
California Code of Regulations, any such repurchase right set forth in an Option or Stock Purchase
Right granted prior to the Public Trading Date to a person who is not an Officer, Director or
Consultant shall be upon the following terms: (i) if the repurchase option gives the Company the
right to repurchase the shares upon termination as a Service Provider at not less than the Fair
Market Value of the shares to be purchased on the date of termination of status as a Service
Provider, then (A) the right to repurchase shall be exercised for cash or cancellation of purchase
money indebtedness for the shares within ninety (90) days of termination of status as a Service
Provider (or in the case of shares issued upon exercise of Options or Stock Purchase Rights after
such date of termination, within ninety (90) days after the date of the exercise) or such longer
period as may be agreed to by the Administrator and the Plan participant and (B) the right
terminates when the shares become publicly traded; and (ii) if the repurchase option gives the
Company the right to repurchase the Shares upon termination as a Service Provider at the original
purchase price for such Shares, then (A) the right to repurchase at the original purchase price
shall lapse at the rate of at least twenty percent (20%) of the shares per year over five (5) years
from the date the Option or Stock Purchase Right is granted (without respect to the date the Option
or Stock Purchase Right was exercised or became exercisable) and (B) the right to repurchase shall
be exercised for cash or cancellation of purchase money indebtedness for the shares within ninety
(90) days of termination of status as a Service Provider (or, in the case of shares issued upon
exercise of Options or Stock Purchase Rights, after such date of termination,
xvii
within ninety (90)
days after the date of the exercise) or such longer period as may be agreed to by the Company and
the Plan participant.
21. Investment Intent. The Company may require a Plan participant, as a condition of
exercising or acquiring stock under any Option or Stock Purchase Right, (i) to give written
assurances satisfactory to the Company as to the participant’s knowledge and experience in
financial and business matters and/or to employ a purchaser representative reasonably satisfactory
to the Company who is knowledgeable and experienced in financial and business matters and that he
or she is capable of evaluating, alone or together with the purchaser representative, the merits
and risks of exercising the Option or Stock Purchase Right; and (ii) to give written assurances
satisfactory to the Company stating that the participant is acquiring the stock subject to the
Option or Stock Purchase Right for the participant’s own account and not with any present intention
of selling or otherwise distributing the stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon
the exercise or acquisition of stock under the applicable Option or Stock Purchase Right has been
registered under a then currently effective registration statement under the Securities Act or (B)
as to any particular requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock certificates issued
under the Plan as such counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer of the stock.
22. Governing Law. The validity and enforceability of this Plan shall be governed by
and construed in accordance with the laws of the State of California without regard to otherwise
governing principles of conflicts of law.
xviii
Exhibit 10.7
AEROVIRONMENT, INC.
2002 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Stock Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
[Optionee]
[Address]
You (“Optionee”) have been granted an option to purchase Common Stock of the Company, subject
to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant
are set forth below:
Date of Grant: |
||||
Vesting Commencement Date: |
||||
Exercise Price per Share:
|
$_____per share | |||
Total Number of Shares Granted: |
||||
Total Exercise Price:
|
$_____ | |||
Type of Option:
|
Incentive Stock Option | |||
| Non-Qualified Stock Option | ||||
Term/Expiration Date: |
Exercise and Vesting Schedule:
The Shares subject to this Option shall vest according to the following schedule:
[Twenty percent (20%) of the Shares subject to the Option (rounded down to the next whole
number of shares) shall vest on each annual anniversary of the Vesting Commencement Date so that
all of the Shares shall be vested on the fifth annual anniversary of the Vesting Commencement
Date.]
Termination Period:
This Option may be exercised, to the extent vested, for thirty (30) days after Optionee ceases
to be a Service Provider, or such longer period as may be applicable upon the death or disability
of Optionee as provided herein (or, if not provided herein, then as provided in the Plan), but in
no event later than the Term/Expiration Date as provided above.
II. AGREEMENT
1. Grant of Option. The Company hereby grants to the Optionee an Option to purchase
the Common Stock (the “Shares”) set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “Exercise Price”). Notwithstanding anything to the contrary
anywhere else in this Option Agreement, this grant of an Option is subject to the terms,
definitions and provisions of the AeroVironment, Inc. 2002 Equity Incentive Plan (the “Plan”)
adopted by the Company, which is incorporated herein by reference.
If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the Code; provided, however, that
to the extent that the aggregate Fair Market Value of stock with respect to which Incentive Stock
Options (within the meaning of Code Section 422, but without regard to Code Section 422(d)),
including the Option, are exercisable for the first time by the Optionee during any calendar year
(under the Plan and all other incentive stock option plans of the Company or any Subsidiary)
exceeds $100,000, such options shall be treated as not qualifying under Code Section 422, but
rather shall be treated as Non-Qualified Stock Options to the extent required by Code Section 422.
The rule set forth in the preceding sentence shall be applied by taking options into account in the
order in which they were granted. For purposes of these rules, the Fair Market Value of stock
shall be determined as of the time the option with respect to such stock is granted.
2. Exercise of Option. This Option is exercisable as follows:
(a) Right to Exercise.
(i) This Option shall be exercisable cumulatively according to the vesting schedule set out in
the Notice of Grant. For purposes of this Stock Option Agreement, Shares subject to this Option
shall vest based on Optionee’s continued status as a Service Provider.
(ii) This Option may not be exercised for a fraction of a Share.
(iii) In the event of Optionee’s death, disability or other termination of the Optionee’s
status as a Service Provider, the exercisability of the Option is governed by Sections 7, 8 and 9
below.
(iv) In no event may this Option be exercised after the date of expiration of the term of this
Option as set forth in the Notice of Grant.
2
(b) Method of Exercise. This Option shall be exercisable by written Notice (in the
form attached as Exhibit A). The Notice must state the number of Shares for which the
Option is being exercised, and such other representations and agreements with respect to such
shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan.
The Notice must be signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The Notice must be accompanied by payment of the Exercise Price,
including payment of any applicable withholding tax. This Option shall be deemed to be exercised
upon receipt by the Company of such written Notice accompanied by the Exercise Price and payment of
any applicable withholding tax.
No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise comply with all relevant provisions of law and the requirements of any stock exchange upon
which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.
3. Optionee’s Representations. If the Shares purchasable pursuant to the exercise of
this Option have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), at the time this Option is exercised, Optionee shall, if required by the Company,
concurrently with the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit B.
4. Lock-Up Period. Optionee hereby agrees that if so requested by the Company or any
representative of the underwriters (the “Managing Underwriter”) in connection with any registration
of the offering of any securities of the Company under the Securities Act, Optionee shall not sell
or otherwise transfer any Shares or other securities of the Company during the 180-day period (or
such longer period as may be requested in writing by the Managing Underwriter and agreed to in
writing by the Company) (the “Market Standoff Period”) following the effective date of a
registration statement of the Company filed under the Securities Act; provided, however, that such
restriction shall apply only to the first registration statement of the Company to become effective
under the Securities Act that includes securities to be sold on behalf of the Company to the public
in an underwritten public offering under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions until the end of such
Market Standoff Period.
5. Method of Payment. Payment of the Exercise Price shall be by any of the following,
or a combination thereof, at the election of the Optionee:
(a) cash;
(b) check;
(c) with the consent of the Administrator, a full recourse promissory note bearing interest
(at no less than a market rate of interest which shall also preclude the imputation of interest
under the Code) and payable upon such terms as may be prescribed by the Administrator;
3
(d) with the consent of the Administrator, surrender of other shares of Common Stock of the
Company which (A) in the case of Shares acquired from the Company, have been owned by the Optionee
for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date
of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised;
(e) with the consent of the Administrator, surrendered Shares issuable upon the exercise of
the Option having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price
of the Option or exercised portion thereof;
(f) with the consent of the Administrator, property of any kind which constitutes good and
valuable consideration; or
(g) with the consent of the Administrator, delivery of a notice that the Optionee has placed a
market sell order with a broker with respect to Shares then issuable upon exercise of the Option
and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale
to the Company in satisfaction of the aggregate Exercise Price; provided, that payment of such
proceeds is then made to the Company upon settlement of such sale.
6. Restrictions on Exercise. This Option may not be exercised until the Plan has been
approved by the stockholders of the Company. If the issuance of Shares upon such exercise or if
the method of payment for such shares would constitute a violation of any applicable federal or
state securities or other law or regulation, then the Option may also not be exercised. The
Company may require Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation before allowing the Option to be exercised.
7. Termination of Relationship. If Optionee ceases to be a Service Provider (other
than by reason of the Optionee’s death or the total and permanent disability of the Optionee as
defined in Code Section 22(e)(3)), Optionee may exercise this Option during the Termination Period
set out in the Notice of Grant, to the extent the Option was vested at the date of such
termination. To the extent that Optionee was not vested in this Option at the date on which
Optionee ceases to be a Service Provider, or if Optionee does not exercise this Option within the
time specified herein, the Option shall terminate.
8. Disability of Optionee. If Optionee ceases to be a Service Provider as a result of
his or her total and permanent disability as defined in Code Section 22(e)(3), Optionee may
exercise the Option to the extent the Option was vested at the date on which Optionee ceases to be
a Service Provider, but only within twelve (12) months from such date (and in no event later than
the expiration date of the term of this Option as set forth in the Notice of Grant). To the extent
that the Option is not vested at the date on which Optionee ceases to be a Service Provider, or if
Optionee does not exercise such Option within the time specified herein, the Option shall
terminate.
9. Death of Optionee. If Optionee ceases to be a Service Provider as a result of the
death of Optionee, the vested portion of the Option may be exercised at any time within twelve (12)
months following the date of death (and in no event later than the expiration date of the term of
this Option as set forth in the Notice of Grant) by Optionee’s estate or by a person
4
who acquires the right to exercise the Option by bequest or inheritance. To the extent that
the Option is not vested at the date of death, or if the Option is not exercised within the time
specified herein, the Option shall terminate.
10. Non-Transferability of Option. This Option may not be transferred in any manner
except by will or by the laws of descent or distribution . It may be exercised during the lifetime
of Optionee only by Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
11. Term of Option. This Option may be exercised only within the term set out in the
Notice of Grant.
12. Restrictions on Shares. Optionee hereby agrees that Shares purchased upon the
exercise of the Option shall be subject to such terms and conditions as the Administrator shall
determine in its sole discretion, including, without limitation, restrictions on the
transferability of Shares, the right of the Company to repurchase Shares, and a right of first
refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and
conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with
respect to the Option or in such other agreement as the Administrator shall determine and which the
Optionee hereby agrees to enter into at the request of the Company.
[Signature page follows]
5
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which shall constitute one document.
| AEROVIRONMENT, INC. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS
EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2002
EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE
ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR
SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.
Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with
the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms
and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option. Optionee further agrees to notify the Company upon any change in the residence
address indicated below.
Dated: |
||||||||
| [OPTIONEE] | ||||||||
| Residence Address: | ||||||||
6
EXHIBIT A
AEROVIRONMENT, INC.
2002 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
AeroVironment, Inc.
Attention: Chief Financial Officer
1. Exercise of Option. Effective as of today, , ___, the undersigned
(“Optionee”) hereby elects to exercise Optionee’s option to purchase ___shares of the Common
Stock (the “Shares”) of AeroVironment, Inc. (the “Company”) under and pursuant to the
AeroVironment, Inc. 2002 Equity Incentive Plan (the “Plan”) and the ¨ Incentive
¨ Non-Qualified Stock Option Agreement dated , ___, (the “Option
Agreement”).
2. Representations of Optionee. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement. Optionee agrees to abide by and be bound by
their terms and conditions.
3. Rights as Stockholder. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to Shares subject to the Option, notwithstanding the exercise
of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as provided in Section
11 of the Plan.
Optionee shall enjoy rights as a stockholder until such time as Optionee disposes of the
Shares or the Company and/or its assignee(s) exercises the Right of First Refusal hereunder. Upon
such exercise, Optionee shall have no further rights as a holder of the Shares so purchased except
the right to receive payment for the Shares so purchased in accordance with the provisions of this
Agreement, and Optionee shall forthwith cause the certificate(s) evidencing the Shares so purchased
to be surrendered to the Company for transfer or cancellation.
4. Optionee’s Rights to Transfer Shares.
(a) Company’s Right of First Refusal. Before any Shares held by Optionee or any
permitted transferee (each, a “Holder”) may be sold, pledged, assigned, hypothecated, transferred,
or otherwise disposed of (including transfer by gift or operation of law and, collectively,
“Transfer” or “Transferred”), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the “Right of First
Refusal”).
(i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or
otherwise Transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be Transferred to each Proposed Transferee;
and (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer
the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the
Company or its assignee(s).
(ii) Exercise of Right of First Refusal. Within thirty (30) days after receipt of the
Notice, the Company and/or its assignee(s) may elect in writing to purchase all, but not less than
all, of the Shares proposed to be Transferred to any one or more of the Proposed Transferees. The
purchase price will be determined in accordance with subsection (c) below.
(iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
repurchased under this Section shall be the Offered Price. If the Offered Price includes
consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith.
(iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of
the Notice or in the manner and at the times set forth in the Notice.
(v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section, then the Holder may sell or otherwise Transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other
Transfer is consummated within one hundred twenty (120) days after the date of the Notice and
provided further that any such sale or other Transfer is effected in accordance with any applicable
securities laws and the Proposed Transferee agrees in writing that the provisions of this Section
shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares
described in the Notice are not Transferred to the Proposed Transferee within such period, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or
otherwise Transferred.
(b) Exception for Certain Family Transfers and Transfers to Other Stockholders.
Anything to the contrary contained in this Section notwithstanding, the following Transfers shall
be exempt from the Right of First Refusal: (i) a Transfer of any or all of the Shares during the
Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s Immediate
Family or a trust for the benefit of the Optionee’s Immediate Family and (ii) a Transfer to any
other stockholder of the Company. As used herein, “Immediate Family” shall mean spouse, lineal
descendant or antecedent, father, mother, brother or sister or stepchild (whether or not adopted).
In such case, the transferee or other recipient shall receive and hold the Shares so Transferred
subject to the provisions of this Section (including the Right of First
2
Refusal) and there shall be no further Transfer of such Shares except in accordance with the
terms of this Section.
(c) Termination of Right of First Refusal. The Right of First Refusal shall terminate
as to all Shares upon the first to occur of (i) ninety (90) days after a sale of Common Stock of
the Company to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (a
“Public Offering”), or (ii) a sale of the Company (whether by merger, consolidation, sale or all or
substantially all of the Company’s assets or sale of all of the Company’s capital stock) which is
approved by the holders of the Company’s securities representing at least fifty-one percent (51%)
of the combined voting power of all outstanding securities of the Company.
5. Company Call Right.
(a) Upon the occurrence of any Purchase Event (as defined below), the Company shall have the
right to purchase from Optionee, or Optionee’s personal representative, as the case may be, any or
all of the Shares (and any shares of the Company’s Common Stock issued to the Optionee with respect
to the Shares as a result of any reclassification, reorganization, recapitalization, stock split,
stock dividend, combination or similar transaction) owned by the Optionee as of the date of the
Company’s exercise of its purchase right under this Section 5 (the “Call Right”) at the Purchase
Price (as defined below).
(b) The Company may exercise the Company Call Right by delivering personally or by registered
mail to Optionee (or his authorized transferee or legal representative, as the case may be), within
ninety (90) days of the Purchase Event, a notice in writing indicating the Company’s intention to
exercise the Company Call Right and setting forth a date for closing not later than thirty (30)
days from the mailing of such notice (the “Closing Date”). The closing shall take place at the
Company’s office. At the closing, the holder of the certificates for the Shares being transferred
shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall
deliver the purchase price therefor.
(c) The Purchase Price may be paid to the Optionee, or Optionee’s personal representative, as
the case may be, at the option of the Company, by either of the following methods:
(i) Payment in full in cash on the Closing Date; or
(ii) Cancellation of purchase money indebtedness.
(d) The Company Call Right shall terminate as to all Shares upon the first to occur of (i)
ninety days (90) days following the date of the Purchase Event, if the Company does not elect to
exercise the Company Call Right by giving the requisite notice within such time, (ii) a Public
Offering, or (iii) a sale of the Company (whether by merger, consolidation, sale of all or
substantially all of the Company’s assets or sale of all of the Company’s capital stock) which is
approved by the holders of the Company’s securities representing at least fifty-one percent (51%)
of the combined voting power of all outstanding securities of the Company.
3
(e) As used herein, “Purchase Event” shall mean (i) death of the Holder, (ii) termination of
the Optionee’s Service Provider relationship with the Company for any reason, or (iii) a bona fide
proposal by the Optionee to mortgage, pledge or otherwise encumber all or a part of the Shares (and
any shares of the Company’s Common Stock issued to the Optionee with respect to the Shares as a
result of any reclassification, reorganization, recapitalization, stock split, stock dividend,
combination or similar transaction) to which the Company does not consent within the ten (10) days
following the Company’s receipt of notice of such proposal from the Optionee.
(f) As used herein, “Purchase Price” shall be determined in accordance with the following
provisions.
(i) If there has been a Substantial Sale of stock of the Company within one (1) year of the
Purchase Event, the Purchase Price shall be the price paid per share in the such sale of stock of
the Company.
(ii) If no Substantial Sale of stock of the Company has occurred within one (1) year of the
Purchase Event, the Purchase Price shall be determined by (a) multiplying the Company’s pre-tax
profit, excluding extraordinary items, for the one (1) year period ending on the Valuation Date (as
determined pursuant to the Company’s unaudited financial statements for the periods then ended) by
six (6) and dividing the product thus obtained by the number of shares of the Company’s stock
outstanding as of the Valuation Date, assuming that that all vested stock options outstanding as of
the date of the calculation were exercised as of such Valuation Date on the terms applicable to
such options; or (b) such other method or manner as the Administrator shall determine in its sole
discretion is reasonable and appropriate in light of the circumstances of the Company at the time
of such determination. As used herein, “Valuation Date” shall mean the last day of the month
immediately prior to the Closing Date.
(iii) As used herein, “Substantial Sale” shall mean a sale of not less than twenty thousand
(20,000) shares of stock of the Company pursuant to terms made known to the Company, provided
however that Substantial Sale shall not include any purchases of stock pursuant to employee stock
options.
(iv) Notwithstanding the provisions of Paragraph (f)(1) and (ii), in no event shall the
Purchase Price be less than the value determined on the last day of the month immediately prior to
the Closing Date in accordance with the determinations made monthly by the Company on the basis of
the balance sheets prepared monthly for management purposes, following generally accepted
accounting principles, consistently applied, and assuming that all vested stock options outstanding
as of the date of the calculation were exercised as of such date on the terms applicable to such
options.
(v) Should any adjustments be required upon audit of the Company’s unaudited financial
statements, or in order to assure the reporting pursuant to the unaudited financial statements as
in accordance with generally accepted accounting principles, the Purchase Price determined
hereunder shall be retroactively adjusted. Equitable adjustment shall be made in the event of one
or more stock splits, reverse stock splits, stock dividend or comparable events. Each party
expressly acknowledges and agrees that the formula described herein is a
4
good-faith attempt to determine the fair-market value of the stock of the Company for the
purpose of the Company Call Right.
6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents
that Optionee has consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on the Company for any
tax advice.
7. Restrictive Legends and Stop-Transfer Orders.
(a) Legends. Optionee understands and agrees that the Company shall cause the legends
set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by state or
federal securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE
ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE
ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS
AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.
(b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.
5
8. Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators,
successors and assigns.
9. Interpretation. Any dispute regarding the interpretation of this Agreement shall
be submitted by Optionee or by the Company forthwith to the Company’s Board of Directors or the
committee thereof that administers the Plan (the “Administrator”), which shall review such dispute
at its next regular meeting. The resolution of such a dispute by the Administrator shall be final
and binding on the Company and on Optionee.
10. Governing Law; Severability. This Agreement shall be governed by and construed in
accordance with the laws of the State of California excluding that body of law pertaining to
conflicts of law. Should any provision of this Agreement be determined by a court of law to be
illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain
enforceable.
11. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail, with postage and fees prepaid, addressed to the other party at its address as
shown below beneath its signature, or to such other address as such party may designate in writing
from time to time to the other party.
12. Further Instruments. The parties agree to execute such further instruments and to
take such further action as may be reasonably necessary to carry out the purposes and intent of
this Agreement.
13. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise
Price for the Shares, as well as any applicable withholding tax.
6
14. Entire Agreement. The Plan and Stock Option Agreement are incorporated herein by
reference. This Agreement, the Plan, the Stock Option Agreement and the Investment Representation
Statement constitute the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof.
| Submitted by: | Accepted by: | |||||||
| OPTIONEE: | AEROVIRONMENT, INC. | |||||||
| By: | ||||||||
| Its: | ||||||||
Address: |
||||||||
7
EXHIBIT B
INVESTMENT REPRESENTATION STATEMENT
OPTIONEE
|
: | |||
COMPANY
|
: | AEROVIRONMENT, INC. | ||
SECURITY
|
: | COMMON STOCK | ||
AMOUNT
|
: | |||
DATE
|
: |
In connection with the purchase of the above-listed Securities, the undersigned Optionee represents
to the Company the following:
(a) Optionee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s
own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
(b) Optionee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in
reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee
understands that, in the view of the Securities and Exchange Commission, the statutory basis for
such exemption may be unavailable if Optionee’s representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register the Securities.
Optionee understands that the certificate evidencing the Securities will be imprinted with a legend
which prohibits the transfer of the Securities unless they are registered or such registration is
not required in the opinion of counsel satisfactory to the Company and any other legend required
under applicable state securities laws.
(c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701
at
the time of the grant of the Option to the Optionee, the exercise will be exempt from
registration under the Securities Act. In the event the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days
thereafter (or such longer period as any market stand-off agreement may require) the Securities
exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions
specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker (as said term is defined
under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability
of certain public information about the Company, (3) the amount of Securities being sold during any
three (3) month period not exceeding the limitations specified in Rule 144(e), and (4) the timely
filing of a Form 144, if applicable.
In the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one year after the later
of the date the Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than
two (2) years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of
the paragraph immediately above.
(d) Optionee further understands that in the event all of the applicable requirements of Rule
701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A,
or some other registration exemption will be required; and that, notwithstanding the fact that
Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden
of proof in establishing that an exemption from registration is available for such offers or sales,
and that such persons and their respective brokers who participate in such transactions do so at
their own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event.
| Signature of Optionee: | ||||
Date: , 2002
1
Exhibit 10.11
AEROVIRONMENT, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENT
| Page | ||||
Article I. PURPOSE |
1 | |||
Article II. DEFINITIONS |
1 | |||
2.1 “Accrued Benefit” |
1 | |||
2.2 “Board” |
1 | |||
2.3 “Code” |
1 | |||
2.4 “Company” |
1 | |||
2.5 “Disability” |
1 | |||
2.6 “ERISA” |
1 | |||
2.7 “Liquidity Event” |
1 | |||
2.8 “Normal Benefit Form” |
2 | |||
2.9 “Participant” |
2 | |||
2.10 “Plan” |
2 | |||
2.11 “Plan Administrator” |
2 | |||
2.12 “Separation from Service” |
2 | |||
2.13 “Spouse” |
2 | |||
2.14 “Vested” |
2 | |||
Article III. ELIGIBILITY |
3 | |||
3.1 Requirements for Participation |
3 | |||
Article IV. BENEFITS |
3 | |||
4.1 Amount of Benefit/Form of Payment |
3 | |||
4.2 Liquidity Event |
3 | |||
Article V. VESTING |
3 | |||
Article VI. ADMINISTRATION OF THE PLAN |
3 | |||
6.1 Duties of the Plan Administrator |
3 | |||
6.2 Final Effect of Administrator Action |
4 | |||
6.3 Indemnification by the Company; Liability Insurance |
4 | |||
6.4 Claims Procedure |
4 | |||
Article VII. AMENDMENT AND TERMINATION OF THE PLAN |
6 | |||
7.1 Amendments |
6 | |||
7.2 Discontinuance of Benefit Accrual Termination of Plan |
6 | |||
Article VIII. MISCELLANEOUS PROVISIONS |
7 | |||
i
| Page | ||||
8.1 Payments |
7 | |||
8.2 Corrections |
7 | |||
8.3 Income Taxes |
8 | |||
8.4 Alienation |
8 | |||
8.5 Limitation on Rights of Participants |
8 | |||
8.6 Governing Law |
8 | |||
8.7 Pronouns and Plurals |
9 | |||
8.8 Titles |
9 | |||
8.9 References |
9 | |||
EXHIBIT A Form of Stock Restriction Agreement |
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EXHIBIT B Benefit Amount and Vesting |
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ii
AEROVIRONMENT, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
* * *
ARTICLE I.
PURPOSE
PURPOSE
AeroVironment, Inc. (the “Company”), a California corporation, by resolution of its Board of
Directors dated May 19, 2005, has adopted this AeroVironment, Inc. Supplemental Executive
Retirement Plan (the “Plan”), effective as of August 19, 2005.
The Company intends that the Plan shall constitute an unfunded arrangement maintained
primarily for the purpose of providing supplemental retirement income for a select group of
management or highly compensated employees of the Company. The Plan is intended to be a “top hat
plan” under the Employee Retirement Income Security Act of 1974, as amended.
ARTICLE II.
DEFINITIONS
DEFINITIONS
The following terms, when capitalized, shall have the meanings specified below unless the
context clearly indicates to the contrary.
2.1 “Accrued Benefit” of a Participant shall mean a benefit payable in the Normal
Benefit Form at the Participant’s Separation from Service in the amount set forth in Article IV of
the Plan.
2.2 “Board” shall mean the Board of Directors of the Company.
2.3 “Code” shall mean the Internal Revenge Code of 1986, as amended from time to time
and as interpreted by the Internal Revenue Service.
2.4 “Company” shall mean AeroVironment, Inc., a California corporation.
2.5 “Disability” shall mean a Participant (a) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of at least 12
months, or (b) is, by reason of any medically determinable physical or mental impairment which can
be expected
to last for a continuous period of at least 12 months, receiving income replacement benefits
for a period of at least 3 months under the Company’s accident or health plan.
2.6 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time and as interpreted by the Department of Labor.
2.7 “Liquidity Event” shall mean any of the following:
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(a) any consolidation or merger of the Company with or into any other corporation or other
entity or person in which the stockholders of the Company prior to such consolidation or merger own
less than fifty percent (50%) of the Company’s voting power immediately after such consolidation or
merger, excluding any consolidation or merger effected exclusively to change the domicile of the
Company; or
(b) a sale of all or substantially all of the assets of the Company; or
(c) an initial public offering of the Company’s stock.
2.8 “Normal Benefit Form” shall mean the normal form of benefit under the Plan, which
is a joint and 100 percent survivor annuity consisting of monthly payments to the Participant
commencing at the time prescribed in Section 4.1 and ending with the payment for the calendar month
in which the Participant dies, with the provision that, if the Participant dies survived by the
Spouse to whom the Participant was married to at the time the Participant commenced participation
in the Plan, such Spouse shall continue to receive the same monthly payments commencing with the
payment for the calendar month following the month in which the Participant died, and ending with
the payment for the calendar month in which that Spouse dies. An unmarried Participant’s Normal
Benefit Form shall be a life annuity commencing at the time prescribed in Section 4.1 and ending
with the payment for the calendar month in which the Participant dies.
2.9 “Participant” shall mean any individual who meets the requirements of Article III
of the Plan. To the extent appropriate (as determined by the Plan Administrator), the term
“Participant” shall also refer to the surviving Spouse of a deceased Participant. Each of
such persons shall continue to be a “Participant” until he or she has received all benefits
due under the Plan.
2.10 “Plan” shall mean the AeroVironment, Inc. Supplemental Executive Retirement Plan,
as amended from time to time.
2.11 “Plan Administrator”
shall mean the committee or individual appointed by the Board to administer the Plan.
2.12 “Separation from Service” shall mean a Participant’s termination of service with
the Company by reason of the Participant’s retirement after attaining age 62, death, Disability or
termination by the Company. A reduction in work hours as authorized by the Company shall not
constitute a Separation from Service.
2.13 “Spouse” shall mean the person to whom a Participant is legally married to at the
time such Participant commences participation in the Plan under the laws of the State of California
or such other state as the Plan Administrator may specify (excluding a common-law spouse unless the
laws of California or such other state recognize common-law marriages of its residents). A person
shall cease to be a Spouse when his marriage to the Participant is deemed dissolved or annulled
under the laws of the jurisdiction in which the person then resides.
2.14 “Vested” shall mean non-forfeitable.
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ARTICLE III.
ELIGIBILITY
ELIGIBILITY
3.1 Requirements for Participation
(a) Eligibility. Eligibility to participate in the Plan shall be initially limited to
the following individual:
Dr. Paul B. MacCready, Chairman of the Board
From time to time, the Plan Administrator in its sole and absolute discretion may designate
additional highly compensated employees of the Company to participate in the Plan. Such
designations shall be in writing.
(b) Participation. A Participant’s participation in the Plan shall be effective upon
(1) written notification to the Participant by the Plan Administrator of eligibility to Participate
and (2) execution of a Stock Restriction Agreement, substantially in the form attached hereto as
Exhibit A.
ARTICLE IV.
BENEFITS
BENEFITS
4.1 Amount of Benefit/Form of Payment
Beginning on the first day of the calendar month after the Participant’s Separation from
Service, the Participant (or if the Participant’s Separation from Service is on account of death,
the Participant’s surviving Spouse) shall immediately commence receiving an annual benefit in
the Normal Benefit Form in the amount set forth in Exhibit B.
4.2 Liquidity Event
Upon the occurrence of a Liquidity Event, all rights to Accrued Benefits shall lapse, and no
further payments shall be made under the Plan.
ARTICLE V.
VESTING
VESTING
All Accrued Benefits shall become Vested according to the schedule set forth in Exhibit B.
ARTICLE VI.
ADMINISTRATION OF THE PLAN
ADMINISTRATION OF THE PLAN
6.1 Duties of the Plan Administrator
The Plan Administrator shall be responsible for the general administration and management of
the Plan. The Plan Administrator shall have all powers and duties necessary to fulfill its
responsibilities, including, but not limited to, the following powers and duties:
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(a) To delegate all or part of its function as Plan Administrator to others and to revoke any
such delegation;
(b) To determine all questions relating to the eligibility of individuals to participate;
(c) To maintain all records necessary for the administration of the Plan;
(d) To select and engage attorneys, accountants, actuaries, trustees, appraisers, brokers,
consultants, administrators, physicians, or other persons to render service or advice with regard
to any responsibility the Plan Administrator or the Board has under the Plan, or otherwise, to
designate such persons to carry out administrative duties under the Plan, and (together with the
Plan Administrator, the Company, the Board and the officers and employees of the Company) to rely
upon the advice, opinions or valuations of any such persons, to the extent permitted by law, being
fully protected in acting or relying thereon in good faith;
(e) To interpret the Plan and any relevant facts for purpose of the administration and
application of the Plan, in a manner not inconsistent with the Plan or applicable law and to amend
or revoke any such interpretation; and
(f) To administer the claims procedures as provided in Section 6.4.
6.2 Final Effect of Administrator Action
Except as set provided in Section 6.4, all actions taken and all determinations made by the
Plan Administrator shall, unless arbitrary and capricious, be final and binding upon all
Participants, the Company, and any person interested in the Plan.
6.3 Indemnification by the Company; Liability Insurance
The Company shall pay or reimburse any of the Company’s officers, directors, or employees for
all expenses incurred by such persons with respect to, and shall indemnify and hold them harmless
from, all claims, liability and costs (including reasonable attorneys’ fees) arising out of the
good faith performance of their duties under the Plan. The Company may obtain and provide for any
such person, at the Company’s expense, liability insurance against liabilities imposed on such
person by law.
6.4 Claims Procedure
(a) Normally, no one must file a formal claim in order to receive rights or benefits under
this Plan. However, if any person (a “claimant”) does not believe he or she will receive the
benefits to which the person is entitled or believes that the Plan is not being operated properly,
the claimant must file a formal claim under the procedures set forth in this section. A formal
claim must be filed within 6 months of the date on which the claimant (or his predecessor in
interest) first knew (or should have known) of the facts on which the claim is based.
(b) A claim by any person shall be presented to the Plan Administrator in writing. A claims
official appointed by the Plan Administrator (which may be a person or a
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committee) shall, within 90 days of receiving the claim, consider the claim and issue a determination thereon in writing.
The claims official may extend the determination period for up to an additional 90 days by giving
the claimant written notice, normally before the expiration of the initial 90-day claim
consideration period, setting forth the reasons why additional time is needed and the expected date
by which the claim determination will be made. If the claim is granted, the benefits or relief the
claimant seeks will be provided.
(c) If the claim is wholly or partially denied, the claims official shall, within 90 days (or
such longer period as described above), provide the claimant with written notice of the denial,
written in a manner calculated to be understood by the claimant. If the claims official fails to
respond to the claim in a timely manner, the claimant may treat the claim as having been denied by
the claims official and may appeal the denial pursuant to subsection (d).
(d) Each claimant shall have the opportunity to appeal in writing the claims official’s denial
of a claim to a review official (which may be a person or a committee, and can be the claims
official) designated by the Plan Administrator for a full and fair review. A claimant must request
review of a denied claim within 60 days after his receipt of written notice of denial of his claim.
In connection with the review proceeding, the claimant or his duly authorized representative may
review pertinent documents and may submit arguments, documents, and other evidence in support of
the claim. Any theories that the claimant does not in good faith pursue through the review stage
of the procedure shall be treated as having been irrevocably waived.
(e) The decision by the review official shall be made not later than 60 days after the Plan
Administrator receives the written request for review. The claims official may extend the review
period for up to an additional 60 days by giving the claimant written notice, normally before the
expiration of the initial 60-day claim review period, setting forth the reasons why additional time
is needed and the expected date by which the claim review decision will be made.
(f) The decision on review shall be in writing and shall include specific reasons for the
decision written in a manner calculated to be understood by the claimant.
(g) The Plan Administrator shall adopt procedures pursuant to which claims shall be handled
and may, in its discretion, adopt different procedures for different claims without being bound by
past actions. Any procedures adopted, however, shall be designed to afford a claimant a full and
fair review of his claim and shall comply with applicable law.
(h) If a claimant pursued his claim through the review stage of the claims procedure and the
claim was denied (or the review official failed to decide the claim on a timely basis, in which
case it shall be deemed denied), the claimant will be permitted to appeal the denial by final and
binding arbitration in accordance with the arbitration agreement or provision, if any, with respect
to the Company or its affiliates to which the claimant is a signatory or otherwise bound,
notwithstanding anything in it to the contrary. In no event shall any claim to which this
procedure applies be subject to resolution by any means (such as in a court of law) other than by
this claim procedure, nor shall any claim that can be appealed through final and binding
arbitration be appealed though any other manner.
5
(i) Except as prohibited by law, this section shall apply to a claim notwithstanding any
failure by the Plan Administrator or its delegates to follow the procedures in this section with
respect to the claim. However, an arbitrator reviewing such a claim may permit a claimant to
present additional evidence or theories if the arbitrator determines that the claimant was
precluded from presenting them during the claim and review procedures due to procedural errors of
the Plan Administrator or its delegates.
ARTICLE VII.
AMENDMENT AND TERMINATION OF THE PLAN
AMENDMENT AND TERMINATION OF THE PLAN
7.1 Amendments
(a) The Company reserves the right at any time to amend, merge, consolidate, divide, or
otherwise restructure the Plan, prospectively or retroactively, to the maximum extent permitted by
applicable law.
(b) All amendments and other changes shall be adopted in writing by the Plan Administrator,
except as otherwise authorized by the Plan.
(c) A Plan amendment or Plan provision that increases Plan benefits shall only apply
prospectively and only with respect to a Participant who has provided service to the Company on or
after the effective date of the amendment or provision, unless the amendment or provision expressly
provides otherwise.
(d) Except as provided in subsection (c), all rights under the Plan shall be determined under
the terms of the Plan as in effect at the time the determination is made.
(e) Any amendment to this Plan or any exercise of discretion under it that would either cause
tax penalties to be imposed under Code Section 409A or cause any Plan benefits that are not subject
to that section to cease to become grandfathered and, therefore, become subject to it, shall be
void unless it is clear from the circumstances that those consequences were intended.
7.2 Discontinuance of Benefit Accrual Termination of Plan
(a) The Plan is intended to be a permanent program, but the Company shall have the right at
any time to declare the Plan terminated or to discontinue benefit accrual under the Plan completely
as to it or as to any of the Company’s divisions, facilities, operational units, or job
classifications.
(b) This section is not intended to create, nor shall it be construed as creating, any
contractual rights.
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ARTICLE VIII.
MISCELLANEOUS PROVISIONS
MISCELLANEOUS PROVISIONS
8.1 Payments
(a) Payment of benefits to the person entitled thereto may be sent by first class mail,
address correction requested, to the last known address on file with the Plan Administrator.
(b) Payments to Participants may be postponed by the Plan Administrator until any anticipated
taxes, expenses, or amounts to be paid under a qualified domestic relations order have been paid in
full or until it is determined that such charges will not be imposed.
8.2 Corrections
(a) Notwithstanding any other Plan provision, the Plan Administrator may correct
administrative errors or other mistakes, including misrepresentations about Plan eligibility,
benefits, or terms, and may allocate restorative contributions or similar amounts in any way it
determines to be appropriate.
(b) The Plan shall be interpreted by the Plan Administrator in accordance with the terms of
the Plan and their intended meanings. The Plan Administrator normally shall administer the Plan in
accordance with its terms. However, the Plan Administrator shall have the nonfiduciary, settlor
discretion to deviate from the Plan’s written terms in any way that they choose that would not
adversely impact the Plan’s top hat plan status if the administrative actions taken were provided
for in the Plan’s written terms. Any such act or omission shall constitute an operational
amendment to the Plan authorizing the act or omission, unless the Plan Administrator determines, in
its nonfiduciary settlor discretion, that the act or omission was inappropriate. The Plan
Administrator shall maintain a written record of operational amendments, which it shall
periodically update to reflect previously unrecorded operational amendments. However,
operational amendments shall not be incorporated into the formal Plan document unless the Plan
Administrator determines that they have ongoing application. This section may not be invoked by
anyone to require a deviation from Plan terms to be treated as an operational amendment unless the
Plan Administrator has elected to treat it as such, as evidenced by its written record of
operational amendments, as amended or updated from time to time.
(c) The Plan Administrator shall have the discretion to make any findings of fact or law
needed in the administration of the Plan, and shall have the discretion to interpret or construe
ambiguous, unclear or implied (but omitted) terms in any fashion they deem to be appropriate in
their sole judgment. All determinations and decisions made by the Plan Administrator in connection
with the Plan shall be made in their sole discretion even when the Plan does not explicitly so
state, except to the extent that the retention of discretion is prohibited by ERISA.
(d) To the extent the Plan Administrator has been granted discretionary authority under the
Plan, the Plan Administrator’s prior exercise of such authority shall not obligate it to exercise
its authority in a like fashion thereafter.
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(e) If, due to errors in drafting, any Plan provision does not accurately reflect its intended
meaning, as demonstrated by consistent interpretations or other evidence of intent, or as
determined by the Plan Administrator in its sole and exclusive judgment, the provision shall be
considered ambiguous and shall be interpreted by the Plan Administrator in a fashion consistent
with its intent, as determined by the Plan Administrator in its sole discretion. The Plan
Administrator shall amend the Plan retroactively to cure any such ambiguity.
(f) This section may not be invoked by any person to require the Plan to be interpreted in a
manner that is inconsistent with its interpretation by the Plan Administrator.
(g) All actions taken and all determinations made in good faith by the Plan Administrator
shall be final and binding on all persons claiming any interest in or under the Plan. If the
validity of a Plan Administrator exercise of discretion, finding of fact or of law, interpretation,
construction, or decision is challenged in court, by arbitration, or in any other forum, it shall
not be given de novo review; rather, it shall be upheld unless clearly arbitrary or capricious.
8.3 Income Taxes
The Participant is solely responsible and liable for the satisfaction of all taxes and
penalties that may arise in connection with Plan benefits (including any taxes arising under Code
Section 409A), and the Company shall have no obligation to indemnify or otherwise hold any
Participant harmless from any or all of such taxes or penalties.
8.4 Alienation
The rights of a Participant under the Plan shall not be subject to any claim of any creditor
nor to attachment or garnishment or other legal process by any creditor. A Participant shall not
have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the benefits or
payments or proceeds that the individual may expect to receive, contingently or otherwise,
under the Plan. The provisions of this section shall not preclude any assignment or alienation
expressly permitted under applicable law or other provisions of the Plan.
8.5 Limitation on Rights of Participants
Except as otherwise required by law, the Plan is strictly a voluntary undertaking on the part
of the Company and shall not constitute a contract between the Company and any Participant, or
consideration for, or an inducement or condition of, the service of an individual. Except as
otherwise required by law, nothing contained in the Plan shall give any Participant the right to be
retained in the service of the Company or to interfere with or restrict the right of the Company,
which is hereby expressly reserved, to discharge or retire any Participant at any time, with or
without cause.
8.6 Governing Law
The Plan shall be interpreted, administered, and enforced in accordance with ERISA, and the
rights of Participants, former Participants and all other persons shall be administered in
accordance with ERISA. To the extent that state law is applicable, the substantive (non-choice
8
of laws) laws of the State of California shall apply. If any provision of the Plan is held by a court
of competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue
to be fully effective.
8.7 Pronouns and Plurals
Where the context so indicates, the masculine pronoun shall include the feminine pronoun, and
the singular shall include the plural and vice versa.
8.8 Titles
Titles are provided herein fur convenience only and are not to serve as a basis for
interpretation or construction of the Plan.
8.9 References
Unless the context clearly indicates to the contrary, a reference to a Plan provision,
statute, regulation, or document shall be construed as referring to any subsequently enacted,
adopted, or executed counterpart.
Executed at Monrovia, California as of this 19th day of August, 2005.
AEROVIRONMENT, INC.
By
|
/s/ Cathleen S. Cline | |||
| Vice President, Administration |
9
APPENDIX B
BENEFIT AMOUNT
Dr. Paul B. MacCready:
The amount of Dr. MacCready’s annual benefit shall be based on the year in which he incurs a
Separation from Service. If Dr. MacCready incurs a Separation from Service between July 1, 2006
and June 30, 2007, he shall be entitled to an annual benefit equal to $200,000. The amount of the
annual benefit shall be increased, effective July 1 of each fiscal year beginning July 1, 2007, for
increases in the cost of living as measured by the federal Consumer Price Index most recently
published on the 31st of December immediately preceding the date of Separation from Service.
VESTING
All Accrued Benefits for Dr. MacCready shall be Vested on the first anniversary following his
participation in the Plan. Notwithstanding the foregoing, in the event of his Separation from
Service by reason of death, Disability or termination by the Company without cause, all Accrued
Benefit shall he immediately Vested.
STOCK RESTRICTION AGREEMENT
This Stock Restriction Agreement (this “Agreement”) is made as of June ___, 2005, by
and among AeroVironment, Inc. a California corporation (the “Company”), Paul B. MacCready
(the “Employee”) and each of the undersigned holders of Employee Shares (defined below)
(the “Transferees”).
RECITALS
WHEREAS, the Employee is employed by the Company and has acquired and may acquire additional
shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) by
direct purchase from the Company or through issuance and exercise of options under the Company’s
Nonqualified Stock Option Plan or otherwise; and
WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is
adopting a Supplemental Employee Retirement Program (the “SERP”) for the benefit of the
Employee; and
WHEREAS, the Employee and the Company are parties to a certain Stock Repurchase Agreement
dated as of March 13, 1972 (the “1972 Stock Repurchase Agreement”); and
WHEREAS, the Employee and the Company are parties to a certain Stock Repurchase Agreement
dated as of November 20, 1979 (the “1979 Stock Repurchase Agreement”); and
WHEREAS, the Employee and the Company are parties to a certain Stock Repurchase Agreement
dated as of November 30, 1992 (the “1992 Stock Repurchase Agreement” and, together with the
1972 Stock Repurchase Agreement and the 1979 Stock Repurchase Agreement, the “Stock Repurchase
Agreements”); and
WHEREAS, the Employee has transferred certain of the Employee Shares to the Transferees
pursuant to the Stock Repurchase Agreements; and
WHEREAS, the Employee, the Transferees and the Company are parties to a certain Voting
Agreement dated as of July 29, 2004 (the “Voting Agreement”).
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. Market Stand-Off. In connection with any underwritten public offering by the
Company of its equity securities pursuant to an effective registration statement filed under the
Securities Act, including the Company’s Initial Public Offering, the Employee and the Transferees
shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer,
grant or sell any option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise dispose or Transfer, or agree to engage in any of the
foregoing transactions with respect to, any Employee Shares without the prior written consent of
the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in
effect for such period of time following the date of the final prospectus for the offering as may
be
requested by the Company or such underwriters. In no event, however, shall such period exceed
one hundred eighty (180) days. The Market Stand-Off shall in any event terminate two (2) years
after the date of the Company’s Initial Public Offering. In the event of the declaration of a
stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company’s outstanding securities without receipt of
consideration, any new, substituted or additional securities which are by reason of such
transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which
such Employee Shares thereby become convertible, shall immediately be subject to such Market
Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Employee Shares acquired under this Agreement until the end of the
applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement
set forth in this Section 1. This Section 1 shall not apply to Shares registered in the public
offering under the Securities Act.
2. The Employee and the Transferees shall not, directly or indirectly, Transfer all or any
portion of the Employee Shares, unless such Transfer is made in accordance with the Stock
Repurchase Agreements and such transferee agrees in writing to receive and hold such Employee
Shares subject to the terms of this Agreement and the obligations of the Employee or the
Transferee, as applicable, hereunder.
3. Stock Repurchase Agreements; Voting Agreement. Each of the Stock Repurchase
Agreements and the Voting Agreement shall remain in full force and effect in all respects.
4. Definitions.
(a) Whenever the context so indicates, the term “Employee” shall include, in addition
to the party to this Agreement, his executor or other personal representative, or any transferees
of the Employee Shares as permitted by paragraph 2 of the Stock Repurchase Agreements.
(b) “Employee Shares” means (i) any Common Stock purchased or otherwise acquired by
the Employee as of the date hereof or in the future (including any Common Stock transferred to the
Transferees), (ii) any capital stock or other equity securities issued or issuable directly or
indirectly with respect to the Common Stock referred to in clause (i) above by way of stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization, and (iii) any other shares of any class or series of capital
stock of the Company held by the Employee or transferred by the Employee to the Transferees. As to
any particular shares constituting Employee Shares, such shares shall cease to be Employee Shares
when they have been (x) effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them or (y) sold to the public through a
broker, dealer or market maker on a securities exchange or in the over-the-counter market pursuant
to Rule 144 (or any similar provision then in force) under the Securities Act.
(c) “IFO” means a bona fide underwritten initial public offering of equity securities
of the Company pursuant to an effective registration statement tinder the Securities Act.
(d) “Securities Act” means the Securities Act of 1933, as amended from time to time.
(e) “Transfer” means any sale, assignment, transfer, distribution or other disposition
thereof or of a participation therein, or other conveyance of legal or beneficial interest therein,
whether voluntarily or by operation of law, or any agreement or commitment to do any of the
foregoing.
5. Miscellaneous.
5.1 Governing Law. This Agreement shall be governed in all respects by the laws of
the State of California without regard to choice of laws or conflict of laws provisions thereof.
5.2 Successors and Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors, and administrators of the parties hereto. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided by this Agreement.
5.3 Notices. All notices and other communication required or permitted hereunder
shall be in writing and shall be mailed by registered or certified mail, postage prepaid, return
receipt requested, or otherwise delivered by hand or by messenger, addressed to each of the parties
to this Agreement at the address last given to the Secretary of the Company in writing by each
party. Unless specifically stated otherwise, if notice is provided by mail, it shall he deemed to
be delivered upon proper deposit in a mailbox, and if notice is delivered by hand or by messenger,
it shall be deemed to be delivered upon actual delivery.
5.3 Entire Agreement. This Agreement, together with al of the agreements referred to
herein, represents the entire understanding and agreement between the parties hereto with respect
to the subject matter hereof supersedes any prior contracts, agreements or understanding between
the parties with respect to such subject matter.
5.4 Counterparts. This Agreement may be executed by one or more of the parties hereto
on one or more counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.
5.5 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any applicable law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties hereto as closely as
possible in an acceptable manner in order that the transactions contemplated hereby are consummated
as originally contemplated to the greatest extent possible.
5.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.
5.7 Amendments and Waivers. No provision of this Agreement may be amended,
supplemented or changed, and no provision hereof may be waived, other than by written instrument
making specific reference to this Agreement signed by the party against whom enforcement of any
such amendment, supplement, modification or waiver is sought.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
| AEROVIRONMENT, INC. | ||||
| By: | ||||
| Name: | Cathleen S. Cline | |||
| Title: | Vice President, Administration | |||
| P. AND J. MACCREADY LIVING TRUST | ||||
| By: | ||||
| Name: | ||||
| Title: Trustee | ||||
| By: | ||||
| Name: | ||||
| Title: Trustee | ||||
| PARKER MACCREADY | ||||
| TYLER MACCREADY | ||||
| MARSHALL MACCREADY | ||||
Exhibit 10.12
L-3 COMMUNICATIONS CORPORATION
STANDARD SUBLEASE AGREEMENT
STANDARD SUBLEASE AGREEMENT
1. PARTIES
This Sublease, dated February 17, 2005, is made between L-3 Communications Corporation, successor
in interest to EMP TrexCom, Inc. and Thermotrex Corporation (“Sublessor”) and AeroVironment, Inc.
(“Sublessee”).
2. MASTER LEASE
Sublessor is the lessee under a written lease dated December 31, 1998, wherein Hillside III LLC
(“Lessor”) leased to Sublessor the real property commonly known as 900 Enchanted Way, Simi Valley,
located in the County of Ventura, State of California (“Master Premises”). Said lease has a Rider
marked LA 864207.2 and an Assignment and Assumption Dated February 14, 2000. Said lease has been
amended by an Amendment to Standard Industrial/Commercial Single Tenant Lease-Net dated September
21, 1999. Said Lease, Rider, Assignment and Amendment are herein collectively referred to as the
“Master Lease” and are attached hereto as Exhibit A.
3. WARRANTY BY SUBLESSOR
Sublessor warrants and represents to Sublessee that the Master Lease has not been amended or
modified except as expressly set forth herein, that Sublessor is not now, and as of the
commencement of the Term hereof will not be, in default or breach of any of the provisions of the
Master Lease beyond applicable notice and cure periods and that Sublessor has no knowledge of any
claim by Lessor that Sublessor is in default or breach of any of the provisions of the Master
Lease.
4. PREMISES
Sublessor hereby releases to Sublessee on the terms and conditions set forth in this Sublease the
Master Premises (“Premises”): There is a discrepancy in the size of the Building between that
referred to in the Master Lease and that referred to in the space plan of the Building. For all
purposes of this Sublease, the Premises shall be conclusively deemed to be 85,356 square feet
calculated pursuant to the Standard Method of Measuring Floor Area, ANSI Z65.1-1996 (“BOMA
Standard”). Sublessee accepts the Premises in their present “AS-IS” condition and shall be
responsible, at its cost and expense, for all alterations, improvements, additions and other work
required or desired for its use and occupancy of the Premises, except for the work, if any
specified in Exhibit B which is to be performed by Sublessor at its cost as therein provided.
Sublessee will use its own due diligence to determine if the Property is in compliance with all
laws, codes and regulations having jurisdiction including building codes, fire codes, life safety
and ADA and will satisfy itself as to the conditions of the building and the air conditioning
units, plumbing, heating and electrical panels and meters. To the best of Sublessor’s knowledge,
there are no known violations of law. All improvements by Sublessee shall be pre-approved,
constructed and maintained by Sublessee in accordance with the Master Lease. If required by
Lessor, Sublessee, shall, remove any improvements installed by Sublessee before the end of
Sublessee’s term hereunder, however terminated during the Sublease term. Sublessee desires to
install HVAC units and has submitted plans with respect thereto. Sublessee warrants, and
1
Sublessor guarantees, that the HVAC units, if approved, will be watertight and that the integrity
of the roof will not be impaired thereby. Until further notice by the Lessor, the HVAC units will
not be removed before or upon the end of Sublessee’s term hereunder, however, terminated and shall
remain on the premises. Any removal and restoration of improvements by Sublessee as may be
required by Lessor, shall he completed prior to the end of the Sublease term and in accordance with
the Master Lease. Sublessor Warrants that, should Sublessee’s installation, removal or maintenance
of any improvements cause Lessor damage, Sublessor, in addition to Sublessee shall be jointly and
severally responsible to Lessor for all costs and damages resulting therefrom, including attorneys’
fees.
5. TERM
5.1. The term of this Sublease shall commence on March 1, 2005 (“Commencement Date”), or when
Lessor consents to this Sublease (if such consent is required under the Master Lease), whichever
shall last occur, and end on September 30, 2009 (“Termination Date”), unless otherwise sooner
terminated in accordance with the provisions of this Sublease. In the event the Term commences on
a date other than the Commencement Date, Sublessor and Sublessee shall execute a memorandum setting
forth the actual date of commencement of the term. Possession of the Premises (“Possession”) shall
be delivered to Sublessee on the execution of the Sublease by the three parties to this Agreement.
5.2. If for any reason Sublessor does not deliver Possession to Sublessee on the commencement of
the Term, Sublessor shall not be subject to any liability for such failure, the Termination Date
shall not be extended by the delay, and the validity of this Sublease shall not be impaired, but
rent shall abate until delivery of Possession. Notwithstanding the foregoing, if Sublessor has not
delivered Possession to Sublessee within thirty (30) days after the Commencement Date, then at any
time thereafter and before delivery of Possession, Sublessee may give written notice to Sublessor
of Sublessee’s intention to cancel the Sublease. Said notice shall set forth an effective date for
such cancellation which shall be at least ten (10) days after delivery of said notice to Sublessor.
If Sublessor delivers Possession to Sublessee on or before such effective date, this Sublease
shall remain in full force and effect. If Sublessor fails to deliver Possession to Sublessee on or
before such effective date, this Sublease shall be canceled, in which case all consideration
previously paid by Sublessee to Sublessor on account of this Sublease shall be returned to
Sublessee, this Sublease shall thereafter be of no further force or effect, and Sublessor shall
have no further liability to Sublessee on account of such delay or cancellation.
5.3. If Sublessor permits Sublessee to take Possession prior to the commencement of the Term, such
early Possession shall not advance the Termination Date and shall be subject to the provisions of
this Sublease.
6. RENT
6.1. Minimum Rent. Sublessee shall pay to Sublessor as minimum rent, without deduction, offset,
notice, or demand at L-3 Essco, Old Powder Mill Road, Concord, MA 01742, ATTN: Jim Cataldo or at
such other place as Sublessor shall designate from time to time by notice to Sublessee, basic rent
as shown on the following Schedule. If the Term begins or ends on a day
2
other than the first or last day of a month, the rent for the partial months shall be prorated on a
per diem basis. Additional provisions: Sublessee shall be responsible for the operating expenses
during the Free Rent Period.
| Term | Monthly Base Rent | |
March, 2005
|
$52,067 ($0.61 NNN) | |
April — December 2005
|
Free | |
January — February 2006
|
$52,067 ($0.61 NNN) | |
March 2006 — February 2007
|
$53,774 ($0.63 NNN) | |
March 2007 — February 2008
|
$55,481 ($0.65 NNN) | |
March 2008 — February 2009
|
$57,189 ($0.67 NNN) | |
March 2009 — September 2009
|
$58,896 ($0.69 NNN) |
6.2. Operating Costs. If the Master Lease requires Sublessor pay to Lessor all or a portion of the
expenses of operating the building and/or project of which the Premises are a part (“Operating
Costs”), including but not limited to taxes, utilities, or insurance, then Sublessee shall pay to
Sublessor as additional rent One Hundred percent (100%) of the amounts payable by Sublessor for
Operating Costs incurred during the Term. Such additional rent shall be payable as and when
Operating Costs are payable by Sublessor to Lessor. If the Master Lease provides for the payment
by Sublessor of Operating Costs on the basis of an estimate thereof, then as and when adjustments
between estimated and actual Operating Costs are made under the Master Lease, the obligations of
Sublessor and Sublessee hereunder shall be adjusted in a like manner. If any such adjustment shall
occur after the expiration or earlier termination of the Term, then the obligations of Sublessor
and Sublessee under this Subsection 6.2 shall survive such expiration or termination. Sublessor
shall, upon request by Sublessee, furnish Sublessee with copies of all statements submitted by
Lessor of actual or estimated Operating Costs during the Term.
7. SECURITY DEPOSIT
Sublessee shall deposit with Sublessor upon execution hereof the sum of One Hundred Ten Thousand
Nine Hundred Sixty Three ($110,963.00) Dollars as First Month’s Rent and Security Deposit equal to
the last month’s rent for Sublessee’s faithful performance of Sublessee’s obligations hereunder.
If Sublessee fails to pay rent or other charges due hereunder, or otherwise defaults with respect
to any provision of this Sublease, Sublessor may use, apply, or retain all or any portion of said
deposit for the payment of any rent, or other charge in default, or for the payment of any other
sum to which Sublessor may become obligated by reason of Sublessee’s default, or to compensate
Sublessor for any loss or damage which Sublessor may suffer thereby. If Sublessor so uses or
applies all or any portion of said deposit, Sublessee shall, within ten (10) days after written
demand therefore, deposit cash with Sublessor in an amount sufficient to restore said deposit to
the full amount hereinabove stated, and Sublessee’s failure to do so shall be a breach of this
Sublease and Sublessor may at its option terminate this Sublease. Sublessor shall not be required
to keep said deposit separate from its general accounts. If Sublessee performs all of Sublessee’s
obligations hereunder, said deposit, or so much thereof as had not theretofore been applied by
Sublessor, shall be returned without payment of interest for its use to Sublessee (or at
Sublessor’s option to the last assignee, if any, of Sublessee’s interest hereunder),
3
within ten (10) days after the expiration of the term hereof, or after Sublessee has vacated the
Premises, whichever is later.
8. TERMINATION OPTION
Subtenant shall have the right to terminate the sublease as of the 24th month of the term by
providing at least one hundred eighty (180) days prior written notice and paying a termination fee
equal to all unamortized portion of the brokerage commission and rental concessions provided to
Subtenant under the terms of the Sublease (together with interest at a rate of 10% per annum from
the commencement date).
In the event sublessee fails to notify sublessor of it’s intent to terminate the sublease within
one hundred eighty (180) days written notice (“Termination Notice”) from the termination option
date then the termination option will become null and void. The Termination Payment shall be
provided to Sublessor thirty (30) days after receipt of the Termination Notice.
9. USE OF PREMISES
The Premises shall be used and occupied only for General business use and manufacturing and related
testing and for no other use or purpose. Sublessee shall not use, store or dispose of, in or from
the Premises, any substances, materials, chemicals or gases which are defined and regulated as
being hazardous or toxic under applicable federal, state or local laws and regulations.
10. ASSIGNMENT AND SUBLETTING
Sublessee shall not assign this Sublease or further sublet all or any part of the Premises without
the prior written consent of Sublessor (and the consent of Lessor, if such is required under the
terms of the Master Lease).
11. OTHER PROVISIONS OF SUBLEASE
All applicable terms and conditions of the Master Lease as defined in Section 2 of this
Agreement are incorporated into and made a part of this Sublease as if Sublessor were the
lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except
for the following: 1.10, 1.11, 13.3, Option to Extend Standard Lease Addendum, Rider Paragraphs
1.2A, 1.3A, 1.4A, 1.5A 7.3A, Exhibit B: Guaranty of Lease,. Sublessee assumes and agrees to
perform the lessee’s obligations under the Master Lease during the Term to the extent that such
obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under
the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is
paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or
suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor
shall exercise due diligence in attempting to cause Lessor to perform its obligations under the
Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall
terminate and the parties shall be relieved of any further liability or obligation under this
Sublease, provided however, that if the Master Lease terminates as a result of default or breach by
Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall
be liable to the nondefaulting party for the damage suffered as a result of such termination.
Notwithstanding the foregoing, if the Master Lease gives Sublessor any right
4
to terminate the Master Lease in the event of the partial or total damage, destruction, or
condemnation of the Master Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.
12. AGENCY DISCLOSURE
Sublessor and Sublessee each warrant that they have dealt with no other real estate broker(s)
(“Broker(s)”) in connection with this transaction except Tim Joyce of Grubb & Ellis who represents
Sublessor and Josef Farrar of Studley who represents Sublessee.
13. COMMISSION
Upon execution of this Sublease, and consent thereto by Lessor (if such consent is required under
the terms of the Master Lease), Sublessor shall pay a real estate brokerage commission to Broker(s)
in accordance with a separate agreement.
14. ATTORNEYS’ FEES
If Sublessor or Sublessee shall commence an action against the other arising out of or in
connection with this Sublease, the prevailing party shall be entitled to recover its costs of suit
and reasonable attorney’s fees.
15. NOTICES
All notices and demands which may or are to be required or permitted to be given by either party on
the other hereunder shall be in writing. All notices and demands by the Sublessor to Sublessee
shall be sent by United States Mail, postage prepaid, addressed to the Sublessee at the Premises,
and to the address hereinbelow, or to such other place as Sublessee may from time to time designate
in a notice to the Sublessor. All notices and demands by the Sublessee to Sublessor shall be sent
by United States Mail, postage prepaid, addressed to the Sublessor at the address set forth herein,
and to such other person or place as the Sublessor may from time to time designate in a notice to
the Sublessee.
To Sublessor: L-3 Communications Corporation, 600 Third Avenue, New York, New York 10016,
Attention: Senior Vice President and General Counsel.
To Sublessee:
|
Mr. Jerry Cleveland | |
| Director of Contracts & Legal Affairs | ||
| AeroVironment, Inc. | ||
| 825 S. Myrtle Avenue | ||
| Monrovia, Ca 91016 | ||
with a copy similarly given to:
|
Mr. Jim Cataldo | |
| Vice President, finance & Administration | ||
| L-3 Essco | ||
| Old Powder Mill Road | ||
| Concord, MA 01742 |
5
| Ms. Joan Perkins | ||
| L-3 Communications | ||
| 20480 Pacific Drive, B | ||
| Cupertino, CA 95014 | ||
with a copy similarly and
concurrently given to:
|
Ms. Margaret Kestly | |
| Hillside III LLC | ||
| c/o Mid Valley Properties | ||
| 940 Enchanted Way, Suite 109 | ||
| Simi Valley, California 93065 |
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR WITHIN 10 DAYS AFTER
EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE.
Date:
|
Date: | 2-17-05 | |||||||
| Sublessor: L-3 Communications Corporation | Sublessee: AeroVironment | ||||||||
By:
|
\s\ Christopher C. Cambria | By: | \s\ Cathleen S. Cline | ||||||
| Christopher C. Cambria | Cathleen S. Cline | ||||||||
| Title: Senior Vice President, Secretary | Title: Vice President Administration | ||||||||
6
LESSOR’S CONSENT TO SUBLEASE
The undersigned Lessor, Lessor under the Master Lease, hereby consents to and acknowledges the
foregoing Sublease without waiver of any restriction in the Master Lease concerning further
assignment or subletting. Lessor certifies that, as of the date of Lessor’s execution hereof,
Sublessor is not in default or breach of any of the provisions of the Master Lease beyond
applicable notice and cure periods, and that the Master Lease has not been amended or modified
except as expressly set forth in the foregoing Sublease.
Date:
|
2/28/05 | |||
Lessor:
|
Hillside III LLC | |||
By
|
/s/ CW Redfield | |||
Title:
|
Managing Member | |||
By |
||||
Title: |
||||
7
EXHIBIT A
8
EXHIBIT B
LESSOR’S WORK
LESSOR’S WORK
Sublessor shall clean and repair the carpet as needed and touch up with walls with paint in the
office area.
Subtenant shall have the right to use all existing furniture and equipment currently located in the
Premises at no additional cost to Subtenant, it being understood that Subtenant shall be deemed to
own the foregoing upon expiration of the Sublease Term. A list of all such furniture and equipment
in the Premises shall be attached as an exhibit to the Sublease.
9
CONDITIONAL BILL OF SALE
This CONDITIONAL BILL OF SALE (“Bill of Sale”) is made and entered into as of February 1,
2005, by L-3 Communications Corporation (“Seller”), in favor of AeroVironment, Inc., (“Buyer”),
with reference to the following facts:
WHEREAS, concurrently herewith, Buyer and Seller are executing that certain Sublease Agreement
(“Sublease”), pursuant to which Buyer, as Subtenant, and Seller, as Sublandord, with respect to
certain premises in the building commonly known as 900 Enchanted Way, Simi Valley, California, and
which premises currently consists of 85,356 rentable square feet (the “Premises”).
WHEREAS, as partial consideration for the Sublease, the Sublease provides that Seller will
allow Sublessee to use Personal Property rent free for the term of the Sublease and will transfer
the property at conclusion of the Sublease on September 30, 2009 as long as all rent/expenses have
been paid by the Sublessee.
WHEREAS, Seller wishes to transfer to Buyer all of Seller’s right, title, and interest in and
to the personal property wholly owned by Seller and identified in Exhibit B attached hereto and
made a part hereof (collectively, the “Personal Property”).
At the conclusion of the Sublease term, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller absolutely and unconditionally bargains,
sells, transfers, sets over, assigns, conveys, releases, confirms and delivers to Buyer all of
Seller’s right, title and interest in and to the Personal Property.
1. All initially capitalized terms used, and not expressly defined, in this Bill of Sale shall
have the meanings set forth in the Sublease.
2. Seller represents and warrants that the Personal Property shall be delivered to Buyer free
and clear of any and all liens, encumbrances and security interests whether express or implied.
Except as provided in the preceding sentence, the Personal Property is transferred to Buyer in its
current “AS IS” and “WITH ALL FAULTS” condition and “WHERE IS” location, without any representation
or warranties of any kind or nature, whether express or implied, including, without limitation, any
express or implied representation or warranty of the fitness of the Personal Property for any
particular purpose or use.
3. This Bill of Sale (a) shall be binding upon and inure to the benefit of the successors and
assigns of Seller and Buyer, and (b) shall be governed by construed and enforced under the laws of
the State of California. This Bill of Sale shall not be or become effective and shall be of no
force or effect if the Sublease does not become effective.
[Signature Page Follows]
IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale.
| SELLER: | ||||
| L-3 Communications Corporation, | ||||
| a Delaware corporation | ||||
By:
|
\s\ Christopher C. Cambria | |||
Name:
|
Christopher C. Cambria | |||
| Title: | Senior Vice President, Secretary and General Counsel | |||
BILL OF SALE
EXHIBIT B
EXHIBIT B
L3 Equipment Furniture
at
900 Enchanted Way
at
900 Enchanted Way
February 23, 2005
| ITEM DESCRIPTION | QUANTITY | |||
Desks |
41 | |||
Work Table |
23 | |||
File Wood |
13 | |||
Book Case 1/2 (2 shelves) |
23 | |||
Book Case full size |
35 | |||
File Cabinet 1/2 size |
25 | |||
File Cabinet full size |
28 | |||
Office Chairs |
11 | |||
Office swivel Chairs |
51 | |||
Folding Table (wood top) |
84 | |||
Meeting Table |
6 | |||
Board Panel (wood frame) |
13 | |||
Desk set |
8 | |||
Steel Cabinet (2dr) |
9 | |||
Leather Chair |
16 | |||
Wood Book Case |
10 | |||
Round Table |
5 | |||
Board RoomTable ( ) |
1 | |||
TV Table |
1 | |||
Refrigerator |
3 | |||
Dish Washer |
2 | |||
Chair lobby style (wood frame) |
42 | |||
Chairs Leather |
2 | |||
Chair (steel frame) |
12 | |||
Working Bench |
7 | |||
Lobby Desk |
1 | |||
Cubicles |
35 | |||
Phones |
75 | |||
Spray booth |
1 | |||
Compressors |
2 | |||
Alarm system |
1 | |||
Access system (incomplete) * |
1 | |||
Camera system (incomplete) ** |
1 | |||
Copiers |
2 | |||
Paper Shredder |
2 | |||
Pullot Jack |
1 | |||
Assorted Office Supplies |
1 | |||
| * | Access system was not on site. | |
| ** | Monitor, recorder and multiplexor were not on site. |
Exhibit 10.13
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE — GROSS
(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
1. Basic Provisions (“Basic Provisions”).
1.1 Parties: This Lease (“Lease”), dated for reference purposes only August 8, 2005 ,
is made by and between FKT Associates
| (“Lessor”) |
and AeroVironment, Inc.
(“Lessee”), (collectively the “Parties,” or individually a “Party”).
(“Lessee”), (collectively the “Parties,” or individually a “Party”).
1.2 Premises: That certain real property, including all improvements therein or to be
provided by Lessor under the terms of this Lease, and commonly known as 1960 Walker Ave.,
Monrovia , located in the County of Los Angeles , State of CA, 91606 , and
generally described as (describe briefly the nature of the property and, if applicable, the
“Project”, if the property is located within a Project) An approximate 26,176 s.f. C.T.U.
Industrial building on approximate 60,113 s.f. of land.
(“Premises”). (See also P
aragraph 2)
1.3 Term: Five years and 0 months (“Original Term”) commencing
On/about Nov. 1, 2005 (“Commencement Date”) and ending October 31, 2010
(“Expiration Date”). (See also Paragraph 3)
1.4 Early Possession: On or about September 1, 2005 (“Early Possession Date”). (See
also Paragraphs 3.2 and 3.3)
1.5 Base Rent: $15,444.00 per month (“Base Rent”), payable on the First (1st)
day of each month commencing November 1, 2005 . (See also Paragraph 4)
þ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.
1.6 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $15,444.00 for the period November 1, 2005 .
(b) Security Deposit: $17,538.00 (“Security Deposit”). (See also Paragraph 5)
(c) Association Fees: $None for the period
(d) Other: $None for .
(e) Total Due Upon Execution of this Lease: $32,982.00.
1.7 Agreed Use: Office and Research & Development
(See also Paragraph 6)
1.8 Insuring Party: Lessor is the “Insuring Party”. The annual “Base Premium” is $ (See also
Paragraph 8)
1.9 Real Estate Brokers: (See also Paragraph 15)
(a) Representation: The following real estate brokers (the “Brokers”) and brokerage
relationships exist in this transaction (check applicable boxes):
þ Ashwill Associates – Industry: Duane Paul represents Lessor exclusively
(“Lessor’s Broker”);
(“Lessor’s Broker”);
þ Julien J. Studley, Inc – Josef Farrar
represents Lessee exclusively
(“Lessee’s Broker”); or
(“Lessee’s Broker”); or
o represents both Lessor
and Lessee (“Dual Agency”).
Initials
|
Initials |
©2001 – AIR COMMERCIAL REAL ESTATE ASSOCIATION
PAGE 1 OF 24
(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor
shall pay to the Broker the fee agreed to in their separate written agreement (or if there is no
such agreement, the sum of
or
% of the total Base Rent for the brokerage services rendered by the
Brokers.
1.10 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by
(“Guarantor”). (See also Paragraph 37)
1.11 Attachments. Attached hereto are the following, all of which constitute a part of this
Lease:
þ an Addendum consisting of Paragraphs 51 through 55 ;
o a plot plan depicting the Premises;
o a current set of the Rules and Regulations;
o a Work Letter;
þ other (specify): Disclosure for Lease; Option to extend
2. Premises.
2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set
forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this
Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree
is reasonable and any payments based thereon are not subject to revision whether or not the actual
size is more or less. Note: Lessee is advised to verify the actual size prior to executing this
Lease.
2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on
the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and, so
long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee
and in effect within thirty days following the Start Date, warrants that the existing electrical,
plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”),
loading doors, sump pumps, if any, and all other such elements in the Premises, other than those
constructed by Lessee, shall be in good operating condition on said date and that the surface and
structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the
“Building”) shall be free of material defects. If a non-compliance with said warranty exists as of
the Start Date, or if one of such systems or elements should malfunction or fail within the
appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter,
except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee
setting forth with specificity the nature and extent of such non-compliance, malfunction or
failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: (i) 6 months
as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the
Building. If Lessee does not give Lessor the required notice within the appropriate warranty
period, correction of any such non-compliance, malfunction or failure shall be the obligation of
Lessee at Lessee’s sole cost and expense, except for the roof, foundations, and bearing walls which
are handled as provided in paragraph 7.
2.3 Compliance. Lessor warrants that the improvements on the Premises comply with the building
codes, applicable laws, covenants or restrictions of record, regulations, and ordinances
(“Applicable Requirements”) that were in effect at the time that each improvement, or portion
thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the
Premises, modifications which may be required by the Americans with Disabilities Act or any similar
laws as a result of Lessee’s use (see Paragraph 50), or to any Alterations or Utility Installations
(as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for
determining whether or not the Applicable Requirements, and especially the zoning, are appropriate
for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be
allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise
provided, promptly after receipt of written notice from Lessee setting forth with specificity the
nature and extent of such non-compliance, rectify the same at Lessor’s expense. If Lessee does not
give Lessor written notice of a non-compliance with this warranty within 6 months following the
Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee’s sole
cost and expense. If the Applicable Requirements are hereafter changed so as to require during the
term of this Lease the construction of an addition to or an alteration of the Premises and/or
Building, the remediation of any Hazardous Substance, or the reinforcement or other physical
modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall
allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result
of the specific and unique use of the Premises by Lessee as compared with uses by tenants in
general, Lessee shall be fully responsible for the cost thereof, provided, however that if such
Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds
6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in
writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay
the difference between the actual cost thereof and an amount equal to 6 months’ Base Rent. If
Lessee elects termination, Lessee
INITIALS
|
INITIALS |
©2001 – AIR COMMERCIAL REAL ESTATE ASSOCIATION
PAGE 2 OF 24
shall immediately cease the use of the Premises which requires
such Capital Expenditure and deliver to Lessor written notice specifying a termination date at
least 90 days thereafter. Such termination date shall, however, in no event be earlier than the
last day that Lessee could legally utilize the Premises without commencing such Capital
Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the
Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee
shall allocate the obligation to pay for such costs pursuant to the provisions of Paragraph 7.1(d);
provided, however, that if such Capital Expenditure is required during the last 2 years of this
Lease or if Lessor reasonably determines that it is not economically feasible to pay its share
thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to
Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor’s
termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to
terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such
funds and deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully
paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due and payable
for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis,
Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to
apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital
Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,
change in intensity of use, or modification to the Premises then, and in that event, Lessee shall
either: (i) immediately cease such changed use or intensity of use and/or take such other steps as
may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such
Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this
Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or
Brokers to satisfy itself with respect to the condition of the Premises (including but not limited
to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance
with Applicable Requirements and the Americans with Disabilities Act), and their suitability for
Lessee’s intended use, (b) Lessee has made such investigation as it deems necessary with reference
to such matters and assumes all responsibility therefor as the same relate to its occupancy of the
Premises, and (c) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written
representations or warranties with respect to said matters other than as set forth in this Lease.
In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or
warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises,
and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or
suitability of all proposed tenants.
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of
no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the
Premises. In such event, Lessee shall be responsible for any necessary corrective work.
3. Term.
3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as
specified in Paragraph 1.3.
3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the
Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early
possession. All other terms of this Lease (including but not limited to the obligations to pay Real
Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect
during such period. Any such early possession shall not affect the Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to
deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts,
Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be
obligated to pay Rent or perform its other obligations until Lessor delivers possession of the
Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from
the date of delivery of possession and continue for a period equal to what Lessee would otherwise
have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of
Lessee. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at
its option, by notice in writing within 10 days after the end of such 60 day period, cancel this
Lease, in which event the Parties shall be discharged from all obligations hereunder. If such
written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall
terminate. If possession of the Premises is not delivered within 120 days after the Commencement
Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in
writing.
3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to
Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5).
Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under
this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s
election to
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withhold possession pending receipt of such evidence of insurance. Further, if Lessee
is required to perform any other conditions prior to or concurrent with the Start Date, the Start
Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.
4. Rent.
4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease
(except for the Security Deposit) are deemed to be rent (“Rent”).
4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of
the United States on or before the day on which it is due, without offset or deduction (except as
specifically permitted in this Lease). Rent for any period during the term hereof which is for less
than one full calendar month shall be prorated based upon the actual number of days of said month.
Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or
place as Lessor may from time to time designate in writing. Acceptance of a payment which is less
than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent,
regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or
other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees
to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may
require all future payments to be made by Lessee to be by cashier’s check. Payments will be applied
first to accrued late charges and attorney’s fees, second to accrued interest, then to Base Rent
and Operating Expense Increase, and any remaining amount to any other outstanding charges or costs.
4.3
5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as
security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to
pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any
portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or
compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by
reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall
within 10 days after written request therefor deposit monies with Lessor sufficient to restore said
Security Deposit to the full amount required by this Lease. If the Base Rent increases during the
term of this Lease, Lessee shall, upon written request from Lessor, deposit additional moneys with
Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion
to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should
the Agreed Use be amended to accommodate a material change in the business of Lessee or to
accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit
to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and
tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs
during this Lease and following such change the financial condition of Lessee is, in Lessor’s
reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor
as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based
on such change in financial condition. Lessor shall not be required to keep the Security Deposit
separate from its general accounts. Within 14 days after the expiration or termination of this
Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30
days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return
that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit
shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be
paid by Lessee under this Lease.
6. Use.
6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal
use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or
permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance,
or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall
not unreasonably withhold or delay its consent to any written request for a modification of the
Agreed Use, so long as the same will not impair the structural integrity of the improvements on the
Premises or the mechanical or electrical systems therein, and/or is not significantly more
burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after
such request give written notification of same, which notice shall include an explanation of
Lessor’s objections to the change in the Agreed Use.
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease
shall mean any product, substance, or waste whose presence, use, manufacture, disposal,
transportation, or release, either by itself or in combination with other materials expected to be
on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the
environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a
basis for potential liability of Lessor to any governmental agency or third party under any
applicable statute or common law theory. Hazardous Substances shall include, but not be limited to,
hydrocarbons, petroleum, gasoline, and/or
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crude oil or any products, by-products or fractions
thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a
Reportable Use of Hazardous Substances without the express prior written consent of Lessor and
timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable Use” shall
mean (i) the installation or use of any above or below ground storage tank, (ii) the
generation, possession, storage, use, transportation, or disposal of a Hazardous Substance
that requires a permit from, or with respect to which a report, notice, registration or business
plan is required to be filed with, any governmental authority, and/or (iii) the presence at the
Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a
notice be given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably
required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner,
liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in
compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor
to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon
receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the
public, the Premises and/or the environment against damage, contamination, injury and/or liability,
including, but not limited to, the installation (and removal on or before Lease expiration or
termination) of protective modifications (such as concrete encasements) and/or increasing the
Security Deposit.
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a
Hazardous Substance has come to be located in, on, under or about the Premises, other than as
previously consented to by Lessor, Lessee shall immediately give written notice of such fact to
Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it
has concerning the presence of such Hazardous Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled
or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer
system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take
all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or
required, for the cleanup of any contamination of, and for the maintenance, security and/or
monitoring of the Premises or neighboring properties, that was caused or materially contributed to
by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during
the term of this Lease, by or for Lessee, or any third party.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents,
employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents
and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and
consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by
or for Lessee, or any third party (provided, however, that Lessee shall have no liability under
this Lease with respect to underground migration of any Hazardous Substance under the Premises from
adjacent properties not caused or contributed to by Lessee). Lessee’s obligations shall include,
but not be limited to, the effects of any contamination or injury to person, property or the
environment created or suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of this Lease. No
termination, cancellation or release agreement entered into by Lessor and Lessee shall release
Lessee from its obligations under this Lease with respect to Hazardous Substances, unless
specifically so agreed by Lessor in writing at the time of such agreement.
(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend,
reimburse and hold Lessee, its employees and lenders, harmless from and against any and all
environmental damages, including the cost of remediation, which result from Hazardous Substances
which existed on the Premises prior to Lessee’s occupancy or which are caused by the gross
negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and
when required by the Applicable Requirements, shall include, but not be limited to, the cost of
investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease.
(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any
investigations or remediation measures required by governmental entities having jurisdiction with
respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy,
unless such remediation measure is required as a result of Lessee’s use (including “Alterations”,
as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible
for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor,
including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at
reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.
(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e))
occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case
Lessee shall make the investigation and remediation thereof required by the Applicable Requirements
and this Lease shall continue in full force and effect, but subject to Lessor’s rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and
remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at
Lessor’s expense, in
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which event this Lease shall continue in full force and effect, or (ii) if the
estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000,
whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of
knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate
this Lease as of the date 60 days
following the date of such notice. In the event Lessor elects to give a termination notice,
Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay
the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an
amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall
provide Lessor with said funds or satisfactory assurance thereof within 30 days following such
commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall
proceed to make such remediation as soon as reasonably possible after the required funds are
available. If Lessee does not give such notice and provide the required funds or assurance thereof
within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of
termination.
6.3 Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this
Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially
comply with all Applicable Requirements, the requirements of any applicable fire insurance
underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants
which relate in any manner to the such Requirements, without regard to whether such Requirements
are now in effect or become effective after the Start Date. Lessee shall, within 10 days after
receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents,
and other information evidencing Lessee’s compliance with any Applicable Requirements specified by
Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents
involved) of any threatened or actual claim, notice, citation, warning, complaint or report
pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable
Requirements.
6.4 Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and
consultants shall have the right to enter into Premises at any time, in the case of an emergency,
and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the
condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any
such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a
Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the
inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon
request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably
related to the violation or contamination. In addition, Lessee shall provide copies of all relevant
material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request
therefor.
7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
7.1 Lessee’s Obligations.
(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3
(Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or
Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises,
Utility Installations (intended for Lessee’s exclusive use, no matter where located), and
Alterations in good order, condition and repair (whether or not the portion of the Premises
requiring repairs, or the means of repairing the same, are reasonably or readily accessible to
Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior
use, the elements or the age of such portion of the Premises), including, but not limited to, all
equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities,
boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior),
ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots,
fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises.
Lessee is also responsible for keeping the roof and roof drainage clean and free of debris. Lessor
shall keep the surface and structural elements of the roof, foundations, and bearing walls in good
repair (see paragraph 7.2). Lessee, in keeping the Premises in good order, condition and repair,
shall exercise and perform good maintenance practices, specifically including the procurement and
maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee’s obligations shall
include restorations, replacements or renewals when necessary to keep the Premises and all
improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall,
during the term of this Lease, keep the exterior appearance of the Building in a first-class
condition (including, e.g. graffiti removal) consistent with the exterior appearance of other
similar facilities of comparable age and size in the vicinity, including, when necessary, the
exterior repainting of the Building.
(b) Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts,
with copies to Lessor, in customary form and substance for, and with contractors specializing and
experienced in the maintenance of the following equipment and improvements, if any, if and when
installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire
extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation
systems, (v) clarifiers, (vi) basic utility feed to the perimeter of the Building, and (viii) any
other equipment, if reasonably required by Lessor. However, Lessor reserves the right, upon notice
to Lessee, to procure and maintain any or all of such service contracts, and if Lessor so elects,
Lessee shall reimburse Lessor, upon demand, for the cost thereof.
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(c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph
7.1, Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in
the case of an emergency, in which case no notice shall be required), perform such obligations on
Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall
promptly pay to Lessor a sum equal to 115% of the cost thereof.
(d) Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7
below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and
perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired
other than at a cost which is in excess of 50% of the cost of replacing such item, then such item
shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee
shall only be obligated to pay, each month during the remainder of the term of this Lease, on the
date on which Base Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie.
1/144th of the cost per month). Lessee shall pay interest on the unamortized balance at a rate that
is commercially reasonable in the judgment of Lessor’s accountants. Lessee may, however, prepay its
obligation at any time.
7.2 Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3
(Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto
that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or
the equipment therein, all of which obligations are intended to be that of the Lessee, except for
the surface and structural elements of the roof, foundations and bearing walls, the repair of which
shall be the responsibility of Lessor upon receipt of written notice that such a repair is
necessary. It is the intention of the Parties that the terms of this Lease govern the respective
obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive
the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the
terms of this Lease.
7.3 Utility Installations; Trade Fixtures; Alterations.
(a) Definitions. The term “Utility Installations” refers to all floor and window coverings,
air and/or vacuum lines, power panels, electrical distribution, security and fire protection
systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on
the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be
removed without doing material damage to the Premises. The term “Alterations” shall mean any
modification of the improvements, other than Utility Installations or Trade Fixtures, whether by
addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as
Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant
to Paragraph 7.4(a).
(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises
without Lessor’s prior written consent. Lessee may, however, make non-structural Utility
Installations to the interior of the Premises (excluding the roof) without such consent but upon
notice to Lessor, as long as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof or any existing walls, will not affect the electrical, plumbing,
HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended
does not exceed a sum equal to 3 month’s Base Rent in the aggregate or a sum equal to one month’s
Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof
penetrations and/or install anything on the roof without the prior written approval of Lessor.
Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor
chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire
to make and which require the consent of the Lessor shall be presented to Lessor in written form
with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all
applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the
plans and specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and expeditious manner.
Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and
sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and
specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor may
condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150%
of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an
additional Security Deposit with Lessor.
(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or
alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or
may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest
therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any
work in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the
same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal
to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against
liability for the same. If Lessor elects to participate in any such action, Lessee shall pay
Lessor’s attorneys’ fees and costs.
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7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter
provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee,
but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of
all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless
otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility
Installations shall, at the expiration or termination of this Lease, become the property of Lessor
and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not
later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all
Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of
this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned
Alterations or Utility Installations made without the required consent.
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any
earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and
free of debris, and in good operating order, condition and state of repair, ordinary wear and tear
excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have
been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12
months or less, then Lessee shall surrender the Premises in the same condition as delivered to
Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any
damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned
Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any
storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and
all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except
Hazardous Substances which were deposited via underground migration from areas outside of the
Premises, or if applicable, the Project) even if such removal would require Lessee to perform or
pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of
Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before
the Expiration Date or any earlier termination date shall be deemed to have been abandoned by
Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of
Lessor shall constitute a holdover under the provisions of Paragraph 26 below.
8. Insurance; Indemnity.
8.1 Payment of Premium Increases.
(a) Lessee shall pay to Lessor any insurance cost increase (“Insurance Cost Increase”)
occurring during the term of this Lease. Insurance Cost Increase is defined as any increase in the
actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b) (“Required
Insurance”), over and above the Base Premium as hereinafter defined calculated on an annual basis.
Insurance Cost Increase shall include but not be limited to increases resulting from the nature of
Lessee’s occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed
of trust covering the Premises, increased valuation of the Premises and/or a premium rate increase.
The parties are encouraged to fill in the Base Premium in paragraph 1.8 with a reasonable premium
for the Required Insurance based on the Agreed Use of the Premises. If the parties fail to insert a
dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest annual premium reasonably
obtainable for the Required Insurance as of the commencement of the Original Term for the Agreed
Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the
increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph
8.2(b) in excess of $2,000,000 per occurrence.
(b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt
by Lessee of a copy of the premium statement or other reasonable evidence of the amount due. If the
insurance policies maintained hereunder cover other property besides the Premises, Lessor shall
also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only
to the Premises showing in reasonable detail the manner in which such amount was computed. Premiums
for policy periods commencing prior to, or extending beyond the term of this Lease, shall be
prorated to correspond to the term of this Lease.
8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability
policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily
injury, personal injury and property damage based upon or arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be
on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per
occurrence with an annual aggregate of not less than $2,000,000, an “Additional Insured-Managers or
Lessors of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion
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Endorsement” for damage caused by heat, smoke or fumes from a hostile fire. The policy shall
not contain any intra-insured exclusions as between insured persons or organizations, but shall
include coverage for liability assumed under this Lease as an “insured contract” for the
performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall
not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All
insurance carried by Lessee as respects actions or omissions of Lessee only shall be primary to and
not contributory with any similar insurance carried by Lessor, whose insurance shall be considered
excess insurance only.
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph
8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee.
Lessee shall not be named as an additional insured therein.
8.3 Property Insurance — Building, Improvements and Rental Value.
(a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or
policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender
insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full
replacement cost of the Premises, as the same shall exist from time to time, or the amount required
by any Lender, but in no event more than the commercially reasonable and available insurable value
thereof. If the coverage is available and commercially appropriate,
such policy or policies shall insure against all risks of direct physical loss or damage (except
the perils of flood and/or earthquake unless required by a Lender or included in the Base Premium),
including coverage for debris removal and the enforcement of any Applicable Requirements requiring
the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the
result of a covered loss. Said policy or policies shall also contain an agreed valuation provision
in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an
increase in the annual property insurance coverage amount by a factor of not less than the adjusted
U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located. If such insurance coverage has a deductible clause, the deductible amount
shall not exceed $1,000 per occurrence, and Lessee shall be liable for such deductible amount in
the event of an Insured Loss.
(b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in
the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent
for one year with an extended period of indemnity for an additional 180 days (“Rental Value
insurance”). Said insurance shall contain an agreed valuation provision in lieu of any
coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected
Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any
deductible amount in the event of such loss.
(c) Adjacent Premises. If the Premises are part of a larger building, or of a group of
buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase
in the premiums for the property insurance of such building or buildings if said increase is caused
by Lessee’s acts, omissions, use or occupancy of the Premises.
8.4 Lessee’s Property; Business Interruption Insurance.
(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s
personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations.
(b)
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or
forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business
operations or obligations under this Lease.
8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or
admitted to transact business in the state where the Premises are located, and maintaining during
the policy term a “General Policyholders Rating” of at least B+, V, as set forth in the most
current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender.
Lessee shall not do or permit to be done anything which invalidates the required insurance
policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of
such insurance or certificates evidencing the existence and amounts of the required insurance. No
such policy shall be cancelable or subject to modification except after 30 days prior written
notice to Lessor. Lessee shall, at least 30 days prior to the
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expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders”
evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to
Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a
term of at least one year, or the length of the remaining term of this Lease, whichever is less. If
either Party shall fail to procure and maintain the insurance required to be carried by it, the
other Party may, but shall not be required to, procure and maintain the same.
8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor
each hereby release and relieve the other, and waive their entire right to recover damages against
the other, for loss of or damage to its property arising out of or incident to the perils required
to be insured against herein. The effect of such releases and waivers is not limited by the amount
of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to
have their respective property damage insurance carriers waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not
invalidated thereby.
8.7 Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall
indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master
or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or
damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities
arising out of, involving, or in connection with, the use and/or occupancy of the Premises by
Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing
matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably
satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have
first paid any such claim in order to be defended or indemnified.
8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the
person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors,
invitees, customers, or any other person in or about the Premises, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC
or lighting fixtures, or from any other cause, whether the said injury or damage results from
conditions arising upon the Premises or upon other portions of the building of which the Premises
are a part, or from other sources or places. Lessor shall not be liable for any damages arising
from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the
provisions of any other lease in the Project. Notwithstanding Lessor’s negligence or breach of this
Lease, Lessor shall under no circumstances be liable for injury to Lessee’s business or for any
loss of income or profit therefrom.
8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain
or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor
to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to
ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required
insurance and/or does not provide Lessor with the required binders or certificates evidencing the
existance of the required insurance, the Base Rent shall be automatically increased, without any
requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100,
whichever is greater. The parties agree that such increase in Base Rent represents fair and
reasonable compensation for the additional risk/ costs that Lessor will incur by reason of Lessee’s
failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute
a waiver of Lessee’s Default or Breach with respect to the failure to maintain such insurance,
prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee
of its obligation to maintain the insurance specified in this Lease.
9. Damage or Destruction.
9.1 Definitions.
(a) “Premises Partial Damage” shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be
repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee
in writing within 30 days from the date of the damage or destruction as to whether or not the
damage is Partial or Total.
(b) “Premises Total Destruction” shall mean damage or destruction to the Premises, other than
Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be
repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee
in writing within 30 days from the date of the damage or destruction as to whether or not the
damage is Partial or Total.
(c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other
than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an
event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any
deductible amounts or coverage limits involved.
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(d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by
Lessor at the time of the occurrence to their condition existing immediately prior thereto,
including demolition, debris removal and upgrading required by the operation of Applicable
Requirements, and without deduction for depreciation.
(e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition
involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph
6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.
9.2 Partial Damage — Insured Loss. If a Premises Partial Damage that is an Insured Loss
occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures
or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this
Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s
election, make the repair of any damage or destruction the total cost to repair of which is $10,000
or less, and, in such event, Lessor shall make any applicable insurance proceeds available to
Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required
insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the
Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible
which is Lessee’s responsibility) as and when required to complete said repairs. In the event,
however, such shortage was due to the fact that, by reason of the unique nature of the
improvements, full replacement cost insurance coverage was not commercially reasonable and
available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to
fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to
cover same, or adequate assurance thereof, within 10 days following receipt of written notice of
such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof
within said 10 day period, the party responsible for making the repairs shall complete them as soon
as reasonably possible and this Lease shall remain in full force and effect. If such funds or
assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10
days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor
paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or
(ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of
any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage
due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be
some insurance coverage, but the net proceeds of any such insurance shall be made available for the
repairs if made by either Party.
9.3 Partial Damage — Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss
occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the
repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably
possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or
(ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor
of knowledge of the occurrence of such damage. Such termination shall be effective 60 days
following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall
have the right within 10 days after receipt of the termination notice to give written notice to
Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from
Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30
days after making such commitment. In such event this Lease shall continue in full force and
effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the
required funds are available. If Lessee does not make the required commitment, this Lease shall
terminate as of the date specified in the termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total
Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or
destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have
the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.
9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is
damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss,
Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage
by giving a written termination notice to Lessee within 30 days after the date of occurrence of
such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a)
exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or
adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date
which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this
Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises
such option during such period and provides Lessor with funds (or adequate assurance thereof) to
cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable
expense, repair such damage as soon as reasonably possible and this Lease shall continue in full
force and effect. If Lessee fails to exercise such option and provide such funds or assurance
during such period, then this Lease shall terminate on the date specified in the termination notice
and Lessee’s option shall be extinguished.
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9.6 Abatement of Rent; Lessee’s Remedies.
(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a
Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent
payable by Lessee for the period required for the repair, remediation or restoration of such damage
shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but
not to exceed the proceeds received from the Rental Value insurance. All other obligations of
Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such
damage, destruction, remediation, repair or restoration except as provided herein.
(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not
commence, in a substantial and meaningful way, such repair or restoration within 90 days after such
obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or
restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of
Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of
such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30
days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair
or restoration is commenced within such 30 days, this Lease shall continue in full force and
effect. “Commence” shall mean either the unconditional authorization of the preparation of the
required plans, or the beginning of the actual work on the Premises, whichever first occurs.
9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g)
or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other
advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of
Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.
9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the
effect of any damage to or destruction of the Premises with respect to the termination of this
Lease and hereby waive the provisions of any present or future statute to the extent inconsistent
herewith.
10. Real Property Taxes.
10.1 Definition. As used herein, the term “Real Property Taxes” shall include any form of
assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other
than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed
upon or levied against any legal or equitable interest of Lessor in the Premises or the Project,
Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority
having the direct or indirect power to tax and where the funds are generated with reference to the
Building address and where the proceeds so generated are to be applied by the city, county or other
local taxing authority of a jurisdiction within which the Premises are located. Real Property Taxes
shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed
by reason of events occurring during the term of this Lease, and (ii) levied or assessed on machinery or
equipment provided by Lessor to Lessee pursuant to this Lease.
10.2
(a) Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises
provided, however, that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes
applicable to the Premises increase over the fiscal tax year during which the Commencement Date
Occurs (”Tax Increase“). Payment of any such Tax Increase shall be made by Lessee to Lessor within
30 days after receipt of Lessor’s written statement setting forth the amount due and computation
thereof. If any such taxes shall cover any period of time prior to or after the expiration or
termination of this Lease, Lessee’s share of such taxes shall be prorated to cover only that
portion of the tax bill applicable to the period that this Lease is in effect. In the event lessee
incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and
require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the
payment of the Base Rent. Such monthly payment shall be an amount equal to the amount of the
estimated installment of the Tax Increase divided by the number of months remaining before the
month in which said installment becomes delinquent. When the actual amount of the applicable Tax
Increase is known, the amount of such equal monthly advance payments shall be adjusted as required
to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor
is insufficient to pay the Tax Increase when due, Lessee shall pay Lessor, upon demand, such
additional sums as are necessary to pay such obligations. Advance payments may be intermingled with
other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the
performance of its obligations under this Lease, then any such advance payments may be treated by
Lessor as an additional Security Deposit.
(b) Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2,
Lessee shall pay to Lessor upon demand therefor the entirety of any increase in Real Property Taxes
assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at
Lessee’s request.
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10.3 Joint Assessment. If the Premises are not separately assessed, Lessee’s liability shall
be an equitable proportion of the Tax Increase for all of the land and improvements included within
the tax parcel assessed, such proportion to be conclusively determined by Lessor from the
respective valuations assigned in the assessor’s work sheets or such other information as may be
reasonably available.
10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed
against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures,
furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its
Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all
other personal property to be assessed and billed separately from the real property of Lessor. If
any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay
Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written
statement setting forth the taxes applicable to Lessee’s property.
11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone,
trash disposal and other utilities and services supplied to the Premises, together with any taxes
thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a
reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There
shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the
inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in
cooperation with governmental request or directions.
12. Assignment and Subletting.
12.1 Lessor’s Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber
(collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease
or in the Premises without Lessor’s prior written consent.
(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock
exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The
transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a
change in control for this purpose.
(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by
way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or
not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or
will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net
Worth as it was represented at the time of the execution of this Lease or at the time of the most
recent assignment to which Lessor has consented, or as it exists immediately prior to said
transaction or transactions constituting such reduction, whichever was or is greater, shall be
considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of
Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally
accepted accounting principles.
(d) An assignment or subletting without consent shall, at Lessor’s option, be a Default
curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any
notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a
noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written
notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the
event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the
Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in
effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the
Lease term shall be increased to 110% of the scheduled adjusted rent.
(e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to
compensatory damages and/or injunctive relief.
12.2 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective
without the express written assumption by such assignee or sublessee of the obligations of Lessee
under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary
liability of Lessee for the payment of Rent or for the performance of any other obligations to be
performed by Lessee.
(b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than
Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or
disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver
or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.
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(c) Lessor’s consent to any assignment or subletting shall not constitute a consent to any
subsequent assignment or subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against
Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under
this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against
any other person or entity responsible therefor to Lessor, or any security held by Lessor.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied
by information relevant to Lessor’s determination as to the financial and operational
responsibility and appropriateness of the proposed assignee or sublessee, including but not limited
to the intended use and/or required modification of the Premises, if any, together with a fee of
$500 as consideration for Lessor’s considering and processing said request. Lessee agrees to
provide Lessor with such other or additional information and/or documentation as may be reasonably
requested. (See also Paragraph 36)
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such
assignment or entering into such sublease, be deemed to have assumed and agreed to conform and
comply with each and every term, covenant, condition and obligation herein to be observed or
performed by Lessee during the term of said assignment or sublease, other than such obligations as
are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has
specifically consented to in writing.
(g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or
sublessee any Option granted to the original Lessee by this Lease unless such transfer is
specifically consented to by Lessor in writing. (See Paragraph 39.2)
12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and
conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be
deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable
on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under
this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s
obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds
Lessee’s obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of
the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be
deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s
obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee,
upon receipt of a written notice from Lessor stating that a Breach exists in the performance of
Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the
sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor
without any obligation or right to inquire as to whether such Breach exists, notwithstanding any
claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn
to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the
consent of Lessor.
(d) No sublessee shall further assign or sublet all or any part of the Premises without
Lessor’s prior written consent.
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,
who shall have the right to cure the Default of Lessee within the grace period, if any, specified
in such notice. The sublessee shall have a right of reimbursement and offset from and against
Lessee for any such Defaults cured by the sublessee.
13. Default; Breach; Remedies.
13.1 Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or
perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A
"Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of
Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a
commercially reasonable level of security, or where the coverage of the property insurance
described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.
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(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be
made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable
evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers
or threatens life or property, where such failure continues for a period of 3 business days
following written notice to Lessee.
(c) The failure by Lessee to provide (i) reasonable written evidence of compliance with
Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized
assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi)
evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42,
(viii) material safety data sheets (MSDS), or (ix) any other documentation or information which
Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure
continues for a period of 10 days following written notice to Lessee.
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or
of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs
13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written
notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee
commences such cure within said 30 day period and thereafter diligently prosecutes such cure to
completion.
(e) The occurrence of any of the following events: (i) the making of any general arrangement
or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. §101
or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same
is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease,
where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or
other judicial seizure of substantially all of Lessee’s assets located at the Premises or of
Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided,
however, in the event that any provision of this subparagraph (e) is contrary to any applicable
law, such provision shall be of no force or effect, and not affect the validity of the remaining
provisions.
(f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor
was materially false.
(g) If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death
of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other
than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the
subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a
Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure,
within 60 days following written notice of any such event, to provide written alternative assurance
or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the
combined financial resources of Lessee and the Guarantors that existed at the time of execution of
this Lease.
13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within
10 days after written notice (or in case of an emergency, without notice), Lessor may, at its
option, perform such duty or obligation on Lessee’s behalf, including but not limited to the
obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or
approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by
Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor
may, with or without further notice or demand, and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case
this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such
event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned
at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid
rent which would have been earned after termination until the time of award exceeds the amount of
such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the
time of award of the amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided;
and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused
by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course
of things would be likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary renovation and alteration of
the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor
in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time
of award of the amount referred to in provision (iii) of the immediately preceding sentence shall
be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the
District within which the Premises are located at the time of award plus one percent. Efforts by
Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right
to recover damages under Paragraph 12. If termination of this Lease is obtained through the
provisional remedy of unlawful detainer, Lessor shall have the right to recover in such
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proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the
right to recover all or any part thereof in a separate suit. If a notice and grace period required
under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit
given to Lessee under the unlawful detainer statute shall also constitute the notice required by
Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the
unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default
within the greater of the two such grace periods shall constitute both an unlawful detainer and a
Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.
(b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes
due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of
maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s
interests, shall not constitute a termination of the Lessee’s right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of
the state wherein the Premises are located. The expiration or termination of this Lease and/or the
termination of Lessee’s right to possession shall not relieve Lessee from liability under any
indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by
reason of Lessee’s occupancy of the Premises.
13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the
giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration
for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as
"Inducement Provisions,” shall be deemed conditioned upon Lessee’s full and faithful performance of
all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any
such Inducement Provision shall automatically be deemed deleted from this Lease and of no further
force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated,
given or paid by Lessor under such an inducement Provision shall be immediately due and payable by
Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not
be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in
writing by Lessor at the time of such acceptance.
13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause
Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing and accounting
charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor within 5 days after such amount shall be due, then, without any
requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge
equal to 10% of each such overdue amount or $100, whichever is greater. The Parties hereby agree
that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by
reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute
a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the
exercise of any of the other rights and remedies granted hereunder. In the event that a late charge
is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option,
become due and payable quarterly in advance.
13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not
received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days
following the date on which it was due for non-scheduled payment, shall bear interest from the date
when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments.
The interest (“Interest”) charged shall be computed at the rate of 10% per annum but shall not
exceed the maximum rate allowed by law. Interest is payable in addition to the potential late
charge provided for in Paragraph 13.4.
13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails
within a reasonable time to perform an obligation required to be performed by Lessor. For purposes
of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by
Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such
purpose, of written notice specifying wherein such obligation of Lessor has not been performed;
provided, however, that if the nature of Lessor’s obligation is such that more than 30 days are
reasonably required for its performance, then Lessor shall not be in breach if performance is
commenced within such 30 day period and thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender
cures said breach within 30 days after receipt of said notice, or if having commenced said cure
they do not diligently pursue it to completion, then Lessee may elect to cure said breach at
Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure, provided
however, that such offset shall not exceed an amount equal to the greater of one month’s Base Rent
or the Security
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Deposit, reserving Lessee’s right to seek reimbursement from Lessor. Lessee shall document the
cost of said cure and supply said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent
domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this
Lease shall terminate as to the part taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that
portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at
Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee
written notice of such taking (or in the absence of such notice, within 10 days after the
condemning authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the portion of the
Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in
utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be
the property of Lessor, whether such award shall be made as compensation for diminution in value of
the leasehold, the value of the part taken, or for severance damages; provided, however, that
Lessee shall be entitled to any compensation for Lessee’s relocation expenses, loss of business
goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant
to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises
by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and
Lessee shall be entitled to any and all compensation which is payable therefor. In the event that
this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the
Premises caused by such Condemnation.
15. Brokerage Fees.
15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above,
and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee
exercises any Option, (b) if Lessee acquires any rights to the Premises or other premises owned by
Lessor and located within the same Project, if any, within which the Premises is located, (c) if
Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of
this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation
clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers
in effect at the time of the execution of this Lease.
15.2 Assumption of Obligations. Any buyer or transferee of Lessor’s interest in this Lease
shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party
beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers
any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts
shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due,
Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to
pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and
offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a third party
beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker
for the limited purpose of collecting any brokerage fee owed.
15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent
and warrant to the other that it has had no dealings with any person, firm, broker or finder (other
than the Brokers, if any) in connection with this Lease, and that no one other than said named
Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do
each hereby agree to indemnify, protect, defend and hold the other harmless from and against
liability for compensation or charges which may be claimed by any such unnamed broker, finder or
other similar party by reason of any dealings or actions of the indemnifying Party, including any
costs, expenses, attorneys’ fees reasonably incurred with respect thereto.
16. Estoppel Certificates.
(a) Each Party (as “Responding Party”) shall within 10 days after written notice from the
other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a
statement in writing in form similar to the then most current “Estoppel Certificate” form published
by the AIR Commercial Real Estate Association, plus such additional information, confirmation
and/or statements as may be reasonably requested by the Requesting Party.
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within
such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the
Lease is in full force and effect without modification except as may be represented by the
Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and
(iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance.
Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate,
and the Responding Party shall be estopped from denying the truth of the facts contained in said
Certificate.
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(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee
and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such
financial statements as may be reasonably required by such lender or purchaser, including but not
limited to Lessee’s financial statements for the past 3 years. All such financial statements shall
be received by Lessor and such lender or purchaser in confidence and shall be used only for the
purposes herein set forth.
17. Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the
time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s
interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the
Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer
or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under this Lease
thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or
covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as
hereinabove defined.
18. Severability. The invalidity of any provision of this Lease, as determined by a court of
competent jurisdiction, shall in no way affect the validity of any other provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this
Lease shall mean and refer to calendar days.
20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor or its partners, members, directors, officers or shareholders, and
Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any
liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s
partners, members, directors, officers or shareholders, or any of their personal assets for such
satisfaction.
21. Time of Essence. Time is of the essence with respect to the performance of all obligations to
be performed or observed by the Parties under this Lease.
22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the
Parties with respect to any matter mentioned herein, and no other prior or contemporaneous
agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to
the Brokers that it has made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other Party to this Lease and as to the use,
nature, quality and character of the Premises. Brokers have no responsibility with respect thereto
or with respect to any default or breach hereof by either Party. The liability (including court
costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or
performance by either Lessor or Lessee under this Lease or any amendment or modification hereto
shall be limited to an amount up to the fee received by such Broker pursuant to this Lease;
provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable
to any gross negligence or willful misconduct of such Broker.
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law
shall be in writing and may be delivered in person (by hand or by courier) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or
by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified
in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be
that Party’s address for delivery or mailing of notices. Either Party may by written notice to the
other specify a different address for notice, except that upon Lessee’s taking possession of the
Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to
Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may
from time to time hereafter designate in writing.
23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt card, or if no
delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed
given 48 hours after the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that guarantee next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or
courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered
upon telephone confirmation of receipt (confirmation report from fax machine is sufficient),
provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday
or legal holiday, it shall be deemed received on the next business day.
24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof
by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any
subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be
construed as the basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent. The
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acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment
by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any
qualifying statements or conditions made by Lessee in connection therewith, which such statements
and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in
writing by Lessor at or before the time of deposit of such payment.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
(a) When entering into a discussion with a real estate agent regarding a real estate
transaction, a Lessor or Lessee should from the outset understand what type of agency relationship
or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge
being advised by the Brokers in this transaction, as follows:
(i) Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts as
the agent for the Lessor only. A Lessor’s agent or subagent has the following affirmative
obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and
loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of
reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair
dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the
value or desirability of the property that are not known to, or within the diligent attention and
observation of, the Parties. An agent is not obligated to reveal to either Party any confidential
information obtained from the other Party which does not involve the affirmative duties set forth
above.
(ii) Lessee’s Agent. An agent can agree to act as agent for the Lessee only. In these
situations, the agent is not the Lessor’s agent, even if by agreement the agent may receive
compensation for services rendered, either in full or in part from the Lessor. An agent acting only
for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of
utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the
Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent’s
duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known
to the agent materially affecting the value or desirability of the property that are not known to,
or within the diligent attention and observation of, the Parties. An agent is not obligated to
reveal to either Party any confidential information obtained from the other Party which does not
involve the affirmative duties set forth above.
(iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting
directly or through one or more associate licenses, can legally be the agent of both the Lessor and
the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the
Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the
Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the
dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated
above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not
without the express permission of the respective Party, disclose to the other Party that the Lessor
will accept rent in an amount less than that indicated in the listing or that the Lessee is willing
to pay a higher rent than that offered. The above duties of the agent in a real estate transaction
do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor
and Lessee should carefully read all agreements to assure that they adequately express their
understanding of the transaction. A real estate agent is a person qualified to advise about real
estate. If legal or tax advice is desired, consult a competent professional.
(b) Brokers have no responsibility with respect to any default or breach hereof by either
Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to
any breach of duty, error or omission relating to this Lease shall not exceed the fee received by
such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each
Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such
Broker.
(c) Lessor and Lessee agree to identify to Brokers as “Confidential” any communication or
information given Brokers that is considered by such Party to be confidential.
26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over,
then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the
expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any
holding over by Lessee.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity.
28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be
observed or performed by Lessee are both covenants and conditions. In construing this Lease, all
headings and titles are for the convenience of the Parties only and shall not be considered a part
of this Lease. Whenever required by the context, the singular shall include the plural and vice
versa. This Lease shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
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29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal
representatives, successors and assigns and be governed by the laws of the State in which the
Premises are located. Any litigation between the Parties hereto concerning this Lease shall be
initiated in the county in which the Premises are located.
30. Subordination; Attornment; Non-Disturbance.
30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate
to any ground lease, mortgage, deed of trust, or other hypothecation or security device
(collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all
advances made on the security thereof, and to all renewals, modifications, and extensions thereof.
Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as
"Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under
this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to
the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease
and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates
of the documentation or recordation thereof.
30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are
acquired by another upon the foreclosure or termination of a Security Device to which this Lease is
subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn
to such new owner, and upon request, enter into a new lease, containing all of the terms and
provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the
election of such new owner, this Lease shall automatically become a new Lease between Lessee and
such new owner, upon all of the terms and conditions hereof, for the remainder of the term hereof,
and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new
owner shall assume all of Lessor’s obligations hereunder, except that such new owner shall not:
(a) be liable for any act or omission of any prior lessor or with respect to events occurring prior
to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have
against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be
liable for the return of any security deposit paid to any prior lessor.
30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the
execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a
commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender
which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease,
including any options to extend the term hereof, will not be disturbed so long as Lessee is not in
Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the
execution of this Lease, Lessor shall use its commercially reasonable efforts to obtain a
Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by
the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within
said 60 days, then Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate
for the execution and delivery of a Non-Disturbance Agreement.
30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without
the execution of any further documents; provided, however, that, upon written request from Lessor
or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor
shall execute such further writings as may be reasonably required to separately document any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.
31. Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises
whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party
(as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to
reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate
suit, whether or not such action or proceeding is pursued to decision or judgment. The term,
"Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains
or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or
the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award
shall not be computed in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys’ fees reasonably incurred. In addition, Lessor shall be entitled to
attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default
and consultations in connection therewith, whether or not a legal action is subsequently commenced
in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence
for such services and consultation).
32. Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to
enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times
after reasonable prior notice for the purpose of showing the same to prospective purchasers,
lenders, or tenants, and making such alterations, repairs, improvements or additions to the
Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of
utilities, services, pipes and conduits through the Premises and/or other premises as long as there
is no material adverse effect to Lessee’s use of the Premises. All such activities shall be without
abatement of rent or liability to Lessee.
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33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises
without Lessor’s prior written consent. Lessor shall not be obligated to exercise any standard of
reasonableness in determining whether to permit an auction.
34. Signs. Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For
Lease” signs during the last 6 months of the term hereof. Except for ordinary “for sublease” signs,
Lessee shall not place any sign upon the Premises without Lessor’s prior written consent. All signs
must comply with all Applicable Requirements.
35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary
or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a
termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or
lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all
existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the
contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s
election to have such event constitute the termination of such interest.
36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is
required to an act by or for the other Party, such consent shall not be unreasonably withheld or
delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’,
attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response
to, a request by Lessee for any Lessor consent, including but not limited to consents to an
assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee
upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act,
assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee
of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such
consent. The failure to specify herein any particular condition to Lessor’s consent shall not
preclude the imposition by Lessor at the time of consent of such further or other conditions as are
then reasonable with reference to the particular matter for which consent is being given. In the
event that either Party disagrees with any determination made by the other hereunder and reasonably
requests the reasons for such determination, the determining party shall furnish its reasons in
writing and in reasonable detail within 10 business days following such request.
37. Guarantor.
37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most
recently published by the AIR Commercial Real Estate Association, and each such Guarantor shall
have the same obligations as Lessee under this Lease.
37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses,
upon request to provide: (a) evidence of the execution of the guaranty, including the authority of
the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate
Guarantor, a certified copy of a resolution of its board of directors authorizing the making of
such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written
confirmation that the guaranty is still in effect.
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the
covenants, conditions and provisions on Lessee’s part to be observed and performed under this
Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term
hereof.
39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall
apply:
39.1 Definition. “Option” shall mean: (a) the right to extend the term of or renew this Lease
or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first
refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to
purchase or the right of first refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is
personal to the original Lessee, and cannot be assigned or exercised by anyone other than said
original Lessee and only while the original Lessee is in full possession of the Premises and, if
requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.
39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew
this Lease, a later Option cannot be exercised unless the prior Options have been validly
exercised.
39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with
the giving of any notice of Default and continuing until said Default is cured, (ii) during the
period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii)
during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given
3 or
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more notices of separate Default, whether or not the Defaults are cured, during the 12 month
period immediately preceding the exercise of the Option.
(b) The period of time within which an Option may be exercised shall not be extended or
enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of
Paragraph 39.4(a).
(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s
due and timely exercise of the Option, if, after such exercise and prior to the commencement of the
extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days
after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if
Lessee commits a Breach of this Lease.
40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor,
Lessee agrees that it will abide by and conform to all reasonable rules and regulations which
Lessor may make from time to time for the management, safety, and care of said properties,
including the care and cleanliness of the grounds and including the parking, loading and unloading
of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees
to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in
connection with such rules and regulations.
41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does
not include the cost of guard service or other security measures, and that Lessor shall have no
obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the
Premises, Lessee, its agents and invitees and their property from the acts of third parties.
42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the
consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary,
and to cause the recordation of parcel maps and restrictions, so long as such easements, rights,
dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such
easement rights, dedication, map or restrictions.
43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one Party to the other under the provisions hereof, the Party against whom the
obligation to pay the money is asserted shall have the right to make payment “under protest” and
such payment shall not be regarded as a voluntary payment and there shall survive the right on the
part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there
was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party
shall be entitled to recover such sum or so much thereof as it was not legally required to pay.
44. Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or
similar entity, each individual executing this Lease on behalf of such entity represents and
warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each
party shall, within 30 days after request, deliver to the other party satisfactory evidence of such
authority.
(b) If this Lease is executed by more than one person or entity as “Lessee”, each such person
or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named
Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary
thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named
Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.
45. Conflict. Any conflict between the printed provisions of this Lease and typewritten or
handwritten provisions shall be controlled by the typewritten or handwritten provisions.
46. Offer. Preparation of this Lease by either Party or their agent and submission of same to the
other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to
be binding until executed and delivered by all Parties hereto.
47. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at
the time of the modification. As long as they do not materially change Lessee’s obligations
hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be
reasonably required by a Lender in connection with the obtaining of normal financing or refinancing
of the Premises.
48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
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49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the
Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ois
þis not attached to this Lease.
50. Americans with Disabilities Act. Since compliance with the Americans with Disabilities Act
(ADA) is dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or
representation as to whether or not the Premises comply with ADA or any similar legislation. In the
event that Lessee’s use of the Premises requires modifications or additions to the Premises in
order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or
additions at Lessee’s expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED
HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE
PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO
THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,
THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING
SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.
WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS
OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS
LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their
respective signatures.
| Executed at: La Canada, CA | Executed at: Monrovia, CA | |||||||||||||
| On: 8/22/05 | On: 8/19/05 | |||||||||||||
| By LESSOR: | By LESSEE: | |||||||||||||
| FKT Associates | AeroVironment, Inc. | |||||||||||||
| By: | /s/ Ross E. Turner | By: | /s/ Cathleen S. Cline | |||||||||||
| Name Printed: Ross E. Turner | Name Printed: Cathleen S. Cline | |||||||||||||
| Title: General Partner | Title: VP Administration | |||||||||||||
By:
|
By: | |||||||||||||
| Name Printed: | Name Printed: | |||||||||||||
Title:
|
Title: | |||||||||||||
| Address:1225 Descanso Drive | Address: 825 So. Myrtle Ave. | |||||||||||||
| La Canada, CA. 91011 | Monrovia, CA. 91016 | |||||||||||||
| Telephone: (818) 790-6334 | Telephone: (626) 357-9983 | |||||||||||||
| Facsimile: (818) 790-6334 | Facsimile: (626) 359-9628 | |||||||||||||
| Federal ID No. | Federal ID No. | |||||||||||||
| BROKER: | BROKER: | |||||||||||||
| Ashwill Associates – Industry | Julien J. Studley | |||||||||||||
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| Attn: Duane D. Paul | Attn: Josef Farrar | |||||||||||||
| Title: Senior Vice President | Title: Senior Managing Director | |||||||||||||
| Address: 17890 Castleton Street | Address: 777 So. Figueroa st., 30th floor | |||||||||||||
| City of Industry, CA. 91748 | Los Angeles, CA. 90017 | |||||||||||||
| Telephone: (626) 854-3700 | Telephone: (213) 553-3811 | |||||||||||||
| Facsimile: (626) 854-3709 | Facsimile: (213) 553-3858 | |||||||||||||
| Federal ID No. | Federal ID No. | |||||||||||||
NOTE: These forms are often modified to meet changing requirements of law and needs. Always write
or call to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE
ASSOCIATION, 700 So. Flower Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777. Fax No.
(213) 687-8616.
©Copyright 1999 — By AIR Commercial Real Estate Association.
All rights reserved.
No part of these works may be reproduced in any form without permission in writing.
All rights reserved.
No part of these works may be reproduced in any form without permission in writing.
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OPTION(S) TO EXTEND
STANDARD LEASE ADDENDUM
| Dated August 8, 2005 | ||
| By and Between (Lessor)FKT Associates | ||
| By and Between (Lessee)AeroVironment, Inc. | ||
| Address of Premises: 1960 Walker Ave. | ||
| Monrovia, CA. 91016 |
Paragraph 51
A. OPTION(S) TO EXTEND:
Lessor hereby grants to Lessee the option to extend the term of this Lease for Two (2)
additional Twenty Four (24) month period(s) commencing when the prior term expires upon
each and all of the following terms and conditions:
(i) In order to exercise an option to extend, Lessee must give written notice of such election
to Lessor and Lessor must receive the same at least six but not more than nine
months prior to the date that the option period would commence, time being of the essence. If
proper notification of the exercise of an option is not given and/or received, such option shall
automatically expire. Options (if there are more than one) may only be exercised consecutively.
(ii) The provisions of paragraph 39, including those relating to Lessee’s Default set forth in
paragraph 39.4 of this Lease, are conditions of this Option.
(iii) Except for the provisions of this Lease granting an option or options to extend the
term, all of the terms and conditions of this Lease except where specifically modified by this
option shall apply.
(iv) This Option is personal to the original Lessee, and cannot be assigned or exercised by
anyone other than said original Lessee and only while the original Lessee is in full possession of
the Premises and without the intention of thereafter assigning or subletting.
(v) The monthly rent for each month of the option period shall be calculated as follows, using
the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately)
o I. Cost of Living Adjustment(s) (COLA)
a. On (Fill in COLA Dates):
the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in
the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for
(select one): oCPI W (Urban Wage Earners and Clerical Workers) or oCPI U (All Urban
Consumers), for (Fill in Urban Area):
All Items (1982-1984 = 100), herein referred to as “CPI”.
b. The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be
calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be
multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months
prior to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior
to (select one):
othe first month of the term of this Lease as set forth in paragraph 1.3 (“Base Month”)
or o(Fill in Other “Base Month”):
The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall
any such new monthly rent be less than the rent payable for the month immediately preceding the
rent adjustment.
c. In the event the compilation and/or publication of the CPI shall be transferred to any
other governmental department or bureau or agency or shall be discontinued, then the index most
nearly the same as the CPI shall be used to make such calculation. In the event that the Parties
cannot agree on such alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said Association and the
decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall
be paid equally by the Parties.
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þ II. Market Rental Value Adjustment(s) (MRV)
a. On (Fill in MRV Adjustment Date(s))
the Base Rent shall be adjusted to the “Market Rental Value” of the property as follows:
1) Four months prior to each Market Rental Value Adjustment Date described above, the Parties
shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be
reached, within thirty days, then:
(a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to
establish the new MRV within the next 30 days. Any associated costs will be split equally between
the Parties, or
(b) Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV
and submit such determination, in writing, to arbitration in accordance with the following
provisions:
(i) Within 15 days thereafter, Lessor and Lessee shall each select an
oappraiser or o broker (“Consultant” — check one) of their choice to act as an
arbitrator. The two arbitrators so appointed shall immediately select a third mutually acceptable
Consultant to act as a third arbitrator.
(ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a
decision as to what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted
MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the
Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter
be used by the Parties.
(iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days,
the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said
decision shall be binding on the Parties.
(iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not
selected, ie. the one that is NOT the closest to the actual MRV.
b. Upon the establishment of each New Market Rental Value:
1) the new MRV will become the new “Base Rent” for the purpose of calculating any further
Adjustments, and
2) the first month of each Market Rental Value term shall become the new “Base Month” for the
purpose of calculating any further Adjustments.
o III. Fixed Rental Adjustment(s) (FRA)
The Base Rent shall be increased to the following amounts on the dates set forth below:
| On (Fill in FRA Adjustment Date(s) | The New Base Rent shall be | |||||||
B. NOTICE:
Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental
Adjustments, shall be made as specified in paragraph 23 of the Lease.
C. BROKER’S FEE:
The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance
with paragraph 15 of the Lease.
NOTE: These forms are often modified to meet changing requirements of law and needs of the
industry. Always write or call to make sure you are utilizing the most current form: AIR
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COMMERCIAL REAL ESTATE ASSOCIATION, 700 S. Flower Street, Suite 600, Los Angeles, Calif. 90017
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ADDENDUM TO STANDARD LEASE
| Dated August 8, 2005 | ||
| By and BetweenFKT Associates, Lessor | ||
| and AeroVironment, Inc., Lessee |
| 1.3 | TERM: Five (5 years). Tenant’s lease shall commence on or about November 1, 2005 (the “Lease Commencement Date”), subject to Landlord delivering possession to Tenant on or about September 1, 2005 (i.e. 60 days prior to the Lease Commencement Date) in the Delivery Condition as described below (the “Delivery Date”). The Lease Commencement Date is defined as 60 days after the Delivery Date. The “Delivery Condition” shall mean that the Building is free of debris and equipment and is broom-clean, vacant and free of Hazardous Materials (to be defined in the Lease). | |
| 1.5 | BASE RENT: |
| Months | Rental/Rate/month Modified Gross | |||
1-12 |
$ | 15,444.00 | ||
13-24 |
$ | 15,967.00 | ||
25-36 |
$ | 16,491.00 | ||
37-48 |
$ | 17,014.00 | ||
49-60 |
$ | 17,538.00 | ||
| 7.1 | LESSEE’S OBLIGATION: Tenant shall hold a service contract with A.C.M.S. for regular servicing of the HVAC systems but not be responsible for any capital improvements to such systems. | |
| 7.2 | LESSOR’S OBLIGATION: Landlord shall at all times keep, replace and maintain in good condition, working order and repair all structural portions of the Building, including but not limited to all portions of the roof, roof structures and supports, the foundation and structural supports, exterior and load bearing walls and floors. If Landlord fails to commence the process to repair and maintain these items within fourteen (14) days of written notice to Landlord, Tenant may, at its option, upon notice to Landlord, perform such work and offset the cost incurred by Tenant, from the Monthly Base Rent next due under the Lease. | |
| 12. | ASSIGNMENT AND SUBLETTING: With reasonable notice to Landlord, Tenant shall be permitted to sublease or assign all or any portion of its Premises, to any related corporate entity or affiliate of Tenant, whether by merger, consolidation or any successor corporation, without having the obligation of securing the Landlord’s approval or consent and Landlord shall not participate in any profits from said subleasing, if any. In addition, with reasonable notice to Landlord, Tenant shall be permitted to sublease or assign all or any portion of its obligation under this lease to third parties that are not legally related to Tenant and approval for such subletting will not be unreasonably withheld or delayed. In the case of subletting, Tenant may retain one-hundred percent (100%) of any profit derived therefrom. Landlord shall not have any recapture rights. | |
| 15. | BROKER COMMISSION: Landlord shall pay Ashwill Associates – Industry a Commission in compliance with Ashwill Associates – Industry Schedule of Commission. Ashwill Associates – Industry and Julien J. Studley shall share in the Total Commissions earned on a 50/50 basis. | |
| 52. | TENANT IMPROVEMENTS: TENANT: Landlord shall grant tenant a Monetary Allowance of $10,500.00 for painting of office area and cleaning of carpets. | |
| TENANT IMPROVEMENTS: LANDLORD: Landlord, at its sole cost and expense, shall complete the following prior to the Lease Commencement date: |
| A. | Parking Area: Repair, patch, slurry coat and re-stripe all parking areas in compliance with all current and local building codes and ADA accessibility which shall include an ADA compliant ramp to the existing non-rollup door on the South side of the Building. | ||
| B. | Roof: Deliver the roof in leak-free condition including the removal of foreign material from the roof. | ||
| C. | HVAC: Landlord shall furnish and install new roof mounted package units totaling at least sixty eight (68) tons of capacity. During the term of this lease, or any extension thereof, tenant shall pay to Landlord the monthly sum of $2618.00, or any alternate sum, that represents the amortization of the cost of the new heating and cooling system for the building. | ||
| D. | General scope of HVAC replacement is as follows: |
Mechanical and Roofing Upgrades
| • | Removal and disposal of existing roof top mounted HVAC equipment. |
| • | Removal and disposal of existing duct work at the building interior spaces to accommodate new ductwork. | ||
| • | Furnish mechanical engineering and permit fees for the new HVAC equipment. | ||
| • | Furnish and install eight 6 ton package units (total of 48 tons) on the roof for warehouse spaces (assuming 18,000 S/F). | ||
| • | Furnish and install four 5 ton package units (total of 20 tons) on the roof for the office spaces (assuming 8,000 S/F). | ||
| • | Furnish and install new ductwork from the roof top mounted A/C units to the office and warehouse spaces as necessary. | ||
| • | Provide for the minor structural support of the twelve new package units on the roof (assumes the existing roof system will carry the weight loads as created by the new A/C equipment). | ||
| • | Provide for the patching and repair of the panelized roofing system where the “old” HVAC equipment has been removed. | ||
| • | Furnish and install new electrical power and disconnects to the new A/C units on roof (assumes adequate power is available for this purpose without modification of existing or providing new electrical switchgear or equipment). | ||
| • | Provide engineering and permit fees for the electrical distribution to the new roof top equipment. | ||
| • | Provide for the patch and repair of the office ceilings due to installation of new grilles and ductwork. | ||
| • | Provide for the roofing of the new HVAC platforms and curbs of the HVAC equipment. | ||
| • | Provide for the patch and repair of the existing built up roofing materials in valleys and perimeter drain areas where necessary to provide for a watertight assembly. | ||
| • | Furnish and install condensate piping for new HVAC equipment. | ||
| • | Provide general supervision and clean up labor during the course of construction activities. |
| E. | One (1) Men’s and one (I) Women’s toilet room in the Premises in compliance with all current local building codes including, but not limited to ADA, fire and life safety, and including running hot and cold water. |
53. TERMINATION RIGHT: Tenant shall have the right to cancel the Lease at any time after
the end of the second (2nd) year of the initial Term. Tenant shall notify the Landlord of its
intent no later than six (6) months prior to such effective cancellation date. If the Lease
is cancelled during the Initial Term of the Lease, Tenant shall pay the Landlord a fee equal
to the sum of (i) the pro-rata amount of three (3) months Base Rent; (ii) the pro-rata amount
of the HVAC Amortization for the years three, four and five of the lease term based on a
twelve and a half year amortization schedule ; and (iii) the pro-rata amount of the Brokerage
Commissions (the “Termination Fee”). The Termination Fee shall be due to Landlord by the
first day of the last month of occupancy.
54. PARKING: Tenant shall be entitled to the free, exclusive use of all parking spaces
at the building throughout the Lease Term.
55. BUILDING IDENTITY: Tenant shall be entitled to primary identity which shall include
Tenant’s logo and name, prominently displayed on the parapet wall on the top of, on all sides
of. and on monuments (if applicable) at the base of the Building. The exact location, size,
materials, coloring, lettering and lighting of all the foregoing shall be mutually agreed upon
by Landlord and Tenant and shall be consistent and compatible with Tenant’s and the Building’s
design, sign and graphics program.
Initials:
|
Initials | |||||||
DISCLOSURE FOR LEASE
PREMISES: ___1960 Walker Ave., Monrovia, CA. 91016 (The “Premises”)
1. LEGAL EFFECT. Upon acceptance of a binding Lease (“Lease”), Lessor and Lessee both intend to
have a binding legal agreement for the leasing of the Premises on the terms and conditions set
forth therein. Lessor and Lessee acknowledge that Ashwill Associates – Industry (hereinafter
“Broker”) are not qualified to practice law, nor authorized to give legal advice or counsel you as
to any legal matters affecting the Lease. Broker hereby advises Lessor and Lessee to consult with
their respective attorneys in connection with any questions each may have as to legal ramifications
or effects of the Lease, prior to its execution.
2. FORM OF LEASE. The Lease is a standard form document, and Broker makes no representations or
warranties with respect to the adequacy of this document for either Lessor’s or Lessee’s particular
purposes. Broker has, at the direction of the Lessor and/or Lessee, merely “filled in the blanks”
based on prior discussion and/or correspondence of the parties. Lessor and Lessee each acknowledge
that the Lease is delivered subject to the express condition that Broker has merely followed the
instructions of the parties in preparing this document, and does not assume any responsibility for
its accuracy, completeness or form. Lessor and Lessee acknowledge and understand that in providing
the Lease, Broker has acted to expedite this transaction on behalf of Lessor and/or Lessee, and has
functioned within the scope of professional ethics by doing so.
3. REPRESENTATION: The following real estate brokers (collectively, the “Broker”) and brokerage
relationships exist in this transaction (check applicable boxes):
Ashwill Associates – Industry represents Lessor exclusively (“Lessor’s Broker”),
Julien J. Studley represents Lessee exclusively (“Lessee’s Broker”);
represents Lessor and Lessee exclusively
(“Dual Agency”);
4. NO INDEPENDENT INVESTIGATION. Lessor and Lessee acknowledge and understand that any financial
statements, information, reports, or written materials of any nature whatsoever, as provided by the
parties to Broker, and thereafter submitted by Broker to either Lessor and/or Lessee, are so
provided without any Independent Investigation by Broker, and as such Broker assumes no
responsibility or liability for the accuracy or validity of the same. Any verification of such
submitted documents is solely and completely the responsibility of the party to whom such documents
have been submitted
5. NO WARRANTY. Lessor and Lessee acknowledge and understand that no warranties, recommendations,
or representations are or will be made by the Broker as to the accuracy, the legal sufficiency, the
legal effect or the tax consequences of any of the documents submitted by Broker to Lessor and/or
Lessee, nor of the legal sufficiency, legal affect, or tax consequences of the transactions
contemplated thereby. Furthermore, Lessor and Lessee acknowledge and understand that Broker has
made no representations concerning the ability of the Lessee to use the Premises as intended, the
sufficiency or adequacy of the Premises for the intended use, nor Lessee’s financial stability, nor
any other matter regarding the Premises, and the parties are relying solely on their own
investigations in executing the Lease.
6. NOTICE REGARDING HAZARDOUS WASTES OR SUBSTANCES AND UNDERGROUND STORAGE TANKS. Although Broker
will disclose any knowledge it actually possesses with respect to the existence of any hazardous
wastes, substances, or underground storage tanks at the Premises, Broker has not made any
independent investigations or obtained reports with respect thereto, except as may be described in
a separate written document signed by Broker. All parties hereto acknowledge and understand that
Broker makes no representations regarding the existence or nonexistence of hazardous wastes,
substances, or underground storage tanks at the Premises Lessor and Lessee acknowledge that Broker
has recommended that they should each contact a professional, such as a civil engineer, geologist,
industrial hygienist or other environmental consultants for advice concerning the Premises.
7. DISCLOSURE RESPECTING AMERICANS WITH DISABILITIES ACT. The United States Congress has enacted
the Americans with Disabilities Act. Among other things, this act is intended to make many
business establishments equally accessible to persons with a variety of disabilities, and
modifications to real property may be required. State and local laws also may mandate changes.
Broker is not qualified to advise you as to what, if any, changes may be required now or in the
future. The undersigned acknowledge that Broker has recommended that they consult attorneys and
qualified design professionals for information regarding this matter.
8. CORPORATE SIGNATURES. Although there is a presumption under California law that the signature
of a corporate president is adequate to bind the corporation, a California Court of Appeals. in a
1998 case allowed a party to rebut the normal presumption. Therefore, if either of the patties to
the Lease is a corporation, it is advisable: (i) that the Lease be signed by two officers
of the corporation, i.e. the president or vice president and the secretary or chief financial
officer (note one individual signing in both the capacity of president and as secretary may not be
sufficient), or (ii) that the corporation provided a duly executed corporate resolution authorizing
the transaction.
9. USE AND OCCUPANCY DISCLOSURE. Broker recommends that prior to the execution of the Lease,
Lessee hire a qualified architect, attorney and/or other consultant to confirm with the appropriate
city and/or county agencies that the use and the zoning of the Premises are acceptable for
improvements to the Premises. On occasion the Premises may be zoned appropriately for a use,
however the Certificate of Occupancy issued by the appropriate governmental agency may prohibit the
same use for the Premises.
10. SEISMIC REINFORCEMENT DISCLOSURE. Some cities, and counties have established or may be
establishing minimum standards for structural seismic resistance for certain buildings constructed
prior to 1933, 1976 and possibly other dates. Some structures will be required to comply with
various standards set forth by the appropriate governmental agencies. Broker is not qualified to
advise you as to what, if any, changes may be required now or in the future. The undersigned
acknowledge that Broker has recommended that they consult a qualified architect, attorney or other
consultant for information regarding this matter.
11. PHYSICAL CHARACTERISTICS OF THE PREMISES. Broker recommends that Lessee hires a qualified
consultant or contractor to confirm that the electrical power servicing the improvements on the
property are that in the same as advertised, and that other utilities such as natural gas, water
and the sewer lines are adequate to accommodate Lessee’s intended use. Broker further recommends
that Lessee hires a qualified consultant or contractor to verify that the advertised
characteristics of the improvements on the property are that in the same as advertised and that
they are adequate to accommodate lessee’s intended use.
12. DISCLOSURE REGARDING CITY ORDINANCES. Cities have enacted zoning ordinances which provide,
among other matters, for car and truck parking restrictions and regulations, truck loading area
requirements, and maximum building sizes. Broker is not qualified to advice you whether the
Premises (and/or any related property) or the proposed use thereof complies with those, or any
other ordinances, or whether the Premises (and/or any related property) might in the future violate
those, or any other ordinances, nor is Broker qualified to advise you as to the impact thereof
Broker recommends that each party carefully review all a applicable codes, regulations and
ordinances affecting the Premises, and consult with their attorneys, consultants, engineers and
contractors to determine whether the premises (anchor any related property), and the proposed use,
is and in the future will be in compliance with same.
The undersigned acknowledge that they have received and read the above disclosure.
| Dated: 8/22/05 | Dated: 8/19/05 | |||||||||
Lessor:
|
/s/ Ross E. Turner | Lessee: | /s/ Cathleen S. Cline | |||||||
Exhibit 10.14
BUSINESS LOAN AGREEMENT
| Principal | Loan Date | Maturity | Loan No | Account | Officer | |||||||||
| $16,500,000.00 | 06-16-2005 | 8-31-2007 | 9329000055-1 | Call / Coll | 9329000055-1 | 22163 | Initials | |||||||
| References in the
shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations |
||||||||||||||
Borrower:
|
Aerovironment, Inc. | Lender: | California Bank & Trust | |||
| 825 South Myrtle Avenue | Los Angeles Commercial Banking | |||||
| Monrovia, CA 91016 | 550 South Hope Street, Suite 300 | |||||
| Los Angeles, CA 90071 |
THIS BUSINESS LOAN AGREEMENT dated June 16, 2005, is made and executed between Aerovironment,
Inc. (“Borrower”) and California Bank & Trust (“Lender”) on the following terms and conditions.
Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial
loan or loans or other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that:
(A) in granting, renewing or extending any Loan, Lender is relying upon Borrower’s representations,
warranties, and agreements as set forth in this Agreement; (B) the granting, renewing or extending
of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and
(C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
TERM. This Agreement shall be effective as of June 16, 2005, and shall continue in full force and
effect until such time as all of Borrower’s Loans in favor of Lender have been paid in full,
including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or
until such time as the parties may agree in writing to terminate this Agreement.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each
subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s
satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.
Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the
Note; (2) together with all such Related Documents as Lender may require for the Loan; all in form
and substance satisfactory to Lender and Lender’s counsel.
Borrower’s Authorization. Borrower shall have provided in form and substance satisfactory to
Lender properly certified resolutions, duly authorizing the execution and delivery of this
Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such
other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.
Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other
expenses which are then due and payable as specified in this Agreement or any Related Document.
Representations and Warranties. The representations and warranties set forth in this Agreement, in
the Related Documents, and in any document or certificate delivered to Lender under this Agreement
are true and correct.
No Event of Default. There shall not exist at the time of any Advance a condition which would
constitute an Event of Default under this Agreement or under any Related Document.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as of the date of
this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any
renewal, extension or modification of any Loan, and at all times any indebtedness exists:
Organization. Borrower is a corporation for profit which is, and at all times shall be, duly
organized, validly existing, and in good standing under and by virtue of the laws of the state of
California. Borrower is duly authorized to transact business in all other states in which Borrower
is doing business, having obtained all necessary filings, governmental licenses and approvals for
each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall
be, duly qualified as a foreign corporation in all states in which the failure to so qualify would
have a material adverse effect on its business or financial condition. Borrower has the full power
and authority to own its properties and to transact the business in which it is presently engaged
or presently proposes to engage. Borrower maintains an office at 825 South Myrtle Avenue,
Monrovia, CA 91016. Unless Borrower has designated otherwise in writing, the principal office is
the office at which Borrower keeps its books and records including its records concerning the
Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s state of
organization of any change in Borrower’s name. Borrower shall do
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 2 |
all things necessary to preserve and to keep in full force and effect its existence, rights and
privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees
of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s
business activities.
Assumed Business Names. Borrower has filed or recorded all documents or filings required by law
relating to all assumed business names used by Borrower. Excluding the name of Borrower, the
following is a complete list of all assumed business names under which Borrower does business:
None.
Authorization. Borrower’s execution, delivery, and performance of this Agreement and all the
Related Documents have been duly authorized by all necessary action by Borrower and do not conflict
with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s
articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument
binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to
Borrower or Borrower’s properties.
Financial Information. Each of Borrower’s financial statements supplied to Lender truly and
completely disclosed Borrower’s financial condition as of the date of the statement, and there has
been no material adverse change in Borrower’s financial condition subsequent to the date of the
most recent financial statement supplied to Lender. Borrower has no material contingent
obligations except as disclosed in such financial statements.
Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to
give under this Agreement when delivered will constitute legal, valid, and binding obligations of
Borrower enforceable against Borrower in accordance with their respective terms.
Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower’s
financial statements or in writing to Lender and as accepted by Lender, and except for property tax
liens for taxes not presently due and payable, Borrower owns and has good title to all of
Borrower’s properties free and clear of all Security interests, and has not executed any security
document or financing statements relating to such properties. All of Borrower’s properties are
titled in Borrower’s legal name, and Borrower has not used or filed a financing statement under any
other name for at least the last five (5) years.
Hazardous Substances. Except as disclosed and acknowledged by Lender in writing, Borrower
represents and warrants that: (1) During the period of Borrower’s ownership of the Collateral,
there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance by any person on, under, about or from any of the Collateral;
(2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or
violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any Hazardous Substance on, under about or from the
Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters; (3) Neither
Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall
use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under,
about or from any of the Collateral; and any such activity shall be conducted in compliance with
all applicable federal, state, and local laws, regulations, and ordinances, including without
limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the
Collateral to make such inspections and tests as Lender may deem appropriate to determine
compliance of the Collateral with this section of the Agreement. Any inspections or tests made by
Lender shall be at Borrower’s expense and for Lender’s purposes only and shall not be construed to
create any responsibility or liability on the part of Lender to Borrower or to any other person.
The representations and warranties contained herein are based on Borrower’s due diligence in
investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1)
releases and waives any future claims against Lender for indemnity or contribution in the event
Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify
and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and
expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this
section of the Agreement or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release of a hazardous waste or substance on the Collateral. The
provisions of this section of the Agreement, including the obligation to indemnify, shall survive
the payment of the indebtedness and the termination, expiration, or satisfaction of this Agreement
and shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether
by foreclosure or otherwise.
Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Borrower is pending or threatened, and no other
event has occurred which may materially adversely affect Borrower’s financial condition or
properties, other than litigation, claims, or other events, if any, that have been disclosed to and
acknowledged by Lender in writing.
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 3 |
Taxes. To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or
were required to be filed, have been filed, and all taxes, assessments and other governmental
charges have been paid in full, except those presently being or to be contested by Borrower in good
faith in the ordinary course of business and for which adequate reserves have been provided.
Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not
entered into or granted any Security Agreements, or permitted the filing or attachment of any
Security Interests on or affecting any of the Collateral directly or indirectly securing repayment
of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s
Security Interests and rights in and to such Collateral.
Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related
Documents are binding upon the signers thereof, as well as upon their successors, representatives
and assigns, and are legally enforceable in accordance with their respective terms.
AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement
remains in effect, Borrower will:
Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse
changes in Borrower’s financial condition, and (2) all existing and all threatened litigation,
claims, investigations, administrative proceedings or similar actions affecting Borrower or any
Guarantor which could materially affect the financial condition of Borrower or the financial
condition of any Guarantor.
Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent
basis, and permit Lender to examine and audit Borrower’s books and records at all reasonable times.
Financial Statements. Furnish Lender with the following:
Annual Statements. As soon as available, but in no event later than one-hundred-twenty
(120) days after the end of each fiscal year, Borrower’s balance sheet and income statement
for the year ended, audited by a certified public accountant satisfactory to Lender.
Interim Statements. As soon as available, but in no event later than thirty (30) days after
the end of each month, Borrower’s balance sheet and profit and loss statement for the period
ended, prepared by Borrower.
Tax Returns. As soon as available, but in no event later than thirty (30) days after the
applicable filing date for the tax reporting period ended, Federal and other governmental
tax returns, prepared by Borrower.
All financial reports required to be provided under this Agreement shall be prepared in accordance
with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct.
Additional Information. Furnish such additional information and statements, as Lender may request
from time to time.
Financial Covenants and Ratios. Comply with the following covenants and ratios:
Working Capital Requirements. Maintain Working Capital according to the following:
Quick Ratio. Maintain a Quick Ratio in excess of 0.650 to 1.000. The term Quick Ratio
means cash, cash equivalent, marketable securities, trade account receivables and unbilled
receivables divided by total current liabilities. This liquidity ratio will be evaluated as
of quarter end.
Tangible Net Worth Requirements. Borrower shall comply with the following net worth ratio
requirements:
Debt / Worth Ratio. Maintain a ratio of Debt / Worth not in excess of 2.250 to
1.000. The ratio “Debt / Worth” means Borrower’s Total Liabilities divided by
Borrower’s Tangible Net Worth. This leverage ratio will be evaluated as of
quarter-end.
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 4 |
Other Requirements.
Debt Service Coverage Ratio. Maintain a minimum Debt Service Coverage ratio of 2.50 to
1.00, to be measured quarterly on a rolling 4-quarter basis. Debt Service Coverage Ratio is
defined as “Earning before Interest Expenses, Taxes, Depreciation and Amortization Expenses
divided by Current Portion of Long-Term Debt plus Interest Expense.”
Except as provided above, all computations made to determine compliance with the
requirements contained in this paragraph shall be made in accordance with generally accepted
accounting principles, applied on a consistent basis, and certified by Borrower as being
true and correct.
Insurance. Maintain fire and other risk insurance, public liability insurance, and such other
insurance as Lender may require with respect to Borrower’s properties and operations, in form,
amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of
Lender, will deliver to Lender from time to time the policies or certificates of insurance in form
satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished
without at least ten (10) days prior written notice to Lender. Each insurance policy also shall
include an endorsement providing that coverage in favor of Lender will not be impaired in any way
by any act, omission or default of Borrower or any other person. In connection with all policies
covering assets in which Lender holds or is offered a security interest for the Loans, Borrower
will provide Lender with such lender’s loss payable or other endorsements as Lender may require.
Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance
policy showing such information as Lender may reasonably request, including without limitation the
following: (1) the name of the insurer, (2) the risks insured; (3) the amount of the policy; (4)
the properties insured; (5) the then current property values on the basis of which insurance has
been obtained, and the manner of determining those values; and (6) the expiration date of the
policy. In addition, upon request of Lender (however not more often than annually), Borrower will
have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash
value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.
Other Agreements. Comply with all terms and conditions of all other agreements, whether now or
hereafter existing, between Borrower and any other party and notify Lender immediately in writing
of any default in connection with any other such agreements.
Loan Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless
specifically consented to the contrary by Lender in writing.
Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations,
including without limitation all assessments, taxes, governmental charges, levies and liens, of
every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the
date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or
charge upon any of Borrower’s properties, income, or profits.
Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions
set forth in this Agreement, in the Related Documents, and in all other instruments and agreements
between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in
connection with any agreement.
Operations. Maintain executive and management personnel with substantially the same qualifications
and experience as the present executive and management personnel; provide written notice to Lender
of any change in executive and management personnel; conduct its business affairs in a reasonable
and prudent manner.
Environmental Studies. Promptly conduct and complete, at Borrower’s expense, all such
investigations, studies, samplings and testings as may be requested by Lender or any governmental
authority relative to any substance, or any waste or by-product of any substance defined as toxic
or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or
directive, at or affecting any property or any facility owned, leased or used by Borrower.
Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now
or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower’s
properties, businesses and operations, and to the use or occupancy of the Collateral, including
without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any
such law, ordinance, or regulation and withhold compliance during any proceeding, including
appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so
long as, in Lender’s sole
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 5 |
opinion, Lender’s interests in the Collateral are not jeopardized.
Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to
Lender, to protect Lender’s interest.
Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all
Collateral for the Loan or Loans and Borrower’s other properties and to examine or audit Borrower’s
books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and
records. If Borrower now or at any time hereafter maintains any records (including without
limitation computer generated records and computer software programs for the generation of such
records) in the possession of a third party, Borrower, upon request of Lender, shall notify such
party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any
records it may request, all at Borrower’s expense.
Environmental Compliance and Reports. Borrower shall comply in all respects with any and all
Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional
action or omission on Borrower’s part or on the part of any third party, on property owned and/or
occupied by Borrower, any environmental activity where damage may result to the environment, unless
such environmental activity is pursuant to and in compliance with the conditions of a permit issued
by the appropriate federal, state or local governmental authorities; shall furnish to Lender
promptly and in any event within thirty (30) days after receipt thereof a copy of any notice,
summons, lien, citation, directive, letter or other communication from any governmental agency or
instrumentality concerning any intentional or unintentional action or omission on Borrower’s part
in connection with any environmental activity whether or not there is damage to the environment
and/or other natural resources.
Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds
of trust, security agreements, assignments, financing statements, instruments, documents and other
agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and
to perfect all Security Interests.
LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect
Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this
Agreement or any Related Documents, including but not limited to Borrower’s failure to discharge or
pay when due any amounts Borrower is required to discharge or pay under this Agreement or any
Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action
that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens,
security interests, encumbrances and other claims, at any time levied or placed on any Collateral
and paying all costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear interest at the rate
charged under the Note from the date incurred or paid by Lender to the date of repayment by
Borrower. All such expenses will become a part of the indebtedness and, at Lender’s option, will
(A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment
which will be due and payable at the Note’s maturity.
NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in
effect, Borrower shall not, without the prior written consent of Lender:
Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and
indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for
borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease,
grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted
Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender.
Continuity of Operations. (1) Engage in any business activities substantially different than those
in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire
or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out
of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than
dividends payable in its stock); provided, however, that notwithstanding the foregoing, but only so
long as no Event of Default has occurred and is continuing or would result from the payment of
dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of
1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to
time in amounts necessary to enable the shareholders to pay income taxes and make estimated income
tax payments to satisfy their liabilities under federal and state law which arise solely from their
status as Shareholders of a Subchapter S Corporation because of their ownership of shares of
Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares or alter or amend
Borrower’s capital structure.
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 6 |
Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other
person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise
or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of
business.
Agreements. Borrower will not enter into any agreement containing any provisions which would be
violated or breached by the performance of Borrower’s obligations under this Agreement or in
connection herewith.
CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether
under this Agreement or under any other agreement, Lender shall have no obligation to make Loan
Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the
terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, become incompetent or
becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the
financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D)
any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s
guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borrower fails to make any payment when due under the Loan.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant
or condition contained in this Agreement or in any of the Related Documents or to comply with or to
perform any term, obligation, covenant or condition contained in any other agreement between Lender
and Borrower.
Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any
other creditor or person that may materially affect any of Borrower’s or any Grantor’s property or
Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.
Insolvency. The dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any
assignment for the benefit of creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full
force and effect (including failure of any collateral document to create a valid and perfected
security interest or lien) at any time and for any reason.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether
by judicial proceeding, self help, repossession or any other method, by any creditor of Borrower or
by any governmental agency against any collateral securing the Loan. This includes a garnishment
of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with
Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of
any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death,
Lender, at its option, may, but shall not be required to, permit the Guarantor’s estate to assume
unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and,
in doing so, cure any Event of Default.
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 7 |
Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common
stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance of the Loan is impaired.
Insecurity. Lender in good faith believes itself insecure.
Right to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or
Grantor, as the case may be, has not been given a notice of a similar default within the preceding
twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after receiving
written notice from Lender demanding cure of such default: (1) cure the default within fifteen
(15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps
which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter
continue and complete all reasonable and necessary steps sufficient to produce compliance as soon
as reasonably practical.
EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise
provided in this Agreement or the Related Documents, all commitments and obligations of Lender
under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender’s option,
all Indebtedness immediately will become due and payable, all without notice of any kind to
Borrower, except that in the case of an Event of Default of the type described in the “Insolvency”
subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall
have all the rights and remedies provided in the Related Documents or available at law, in equity,
or otherwise. Except as may be prohibited by applicable law, all of Lender’s rights and remedies
shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue
any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or
to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender’s
right to declare a default and to exercise its rights and remedies.
DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to Lender in any and all
deposit accounts (checking, savings, money market or time) of Borrower at Lender, now existing or
hereinafter opened, to secure the Indebtedness. This includes all deposit accounts Borrower holds
jointly with someone else.
PRE-TAX PROFITS. Borrower shall achieve a minimum net profit before tax of at least $6,000,000.00
for Fiscal Year End April 30, 2006 and Fiscal Year End April 30, 2007, to be measured on an annual
basis.
PROFITABILITY. No two consecutive quarterly losses in any fiscal year.
ADDITIONAL INFORMATION. Borrower covenants and agrees with Lender that, while this Agreement is in
effect, Borrower will furnish such additional information and statements, list of assets and
liabilities, agings of receivables and payables, inventory schedules, budgets, forecasts, tax
returns, and other reports with respect to Borrower’s financial condition and business operations
as Lender may reasonably request from time to time, including without limitation: (a) detailed
Accounts Receivable and Payable agings, as soon as available, but in no event later than twenty
(20) days of each month end and; (b) detailed Inventory Report, as soon as available, but in no
event later than twenty (20) days of each month end.
COLLATERAL EXAM. Borrower covenants and agrees with Lender that, while this Agreement is in
effect, Borrower will permit employees or agents of Lender at any reasonable time, but at least
annually, to inspect any and all collateral for the Loan or Loans, as well as Borrower’s other
properties and to examine or audit Borrower’s books, accounts, and records and to make copies and
memoranda of Borrower’s books, accounts, and records as may be deemed necessary. Any such
inspection or examination shall be at Borrower’s expense.
PROJECTIONS. Borrower covenants and agrees that, while this Agreement is in effect Borrower will
provide Lender with annual balance sheet and profit and loss statement due with fiscal year end
audited financial statements, on an annual basis.
USAGE FEE. Borrower covenants and agrees with Lender that, while this Agreement is in effect, on
an annual basis, beginning April 30, 2006, Borrower shall be assessed a 15% fee when the annual
average usage is less than $3,750,000.00
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Agreement. No
alteration of or amendment to this Agreement
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 8 |
shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses,
including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the
enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement,
and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include
Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’
fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment collection services.
Borrower also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not
to be used to interpret or define the provisions of this Agreement.
Consent to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether
now or later, of one or more participation interests in the Loan to one or more purchasers, whether
related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one
or more purchasers, or potential purchasers, any information or knowledge Lender may have about
Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to
privacy Borrower may have with respect to such matters. Borrower additionally waives any and all
notices of sale of participation interests, as well as all notices of any repurchase of such
participation interests. Borrower also agrees that the purchasers of any such participation
interests will be considered as the absolute owners of such interests in the Loan and will have all
the rights granted under the participation agreement or agreements governing the sale of such
participation interests. Borrower further waives all rights of offset or counterclaim that it may
have now or later against Lender or against any purchaser of such a participation interest and
unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under
the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan.
Borrower further agrees that the purchaser of any such participation interests may enforce its
interests irrespective of any personal claims or defenses that Borrower may have against Lender.
Governing Law. This Agreement will be governed by federal laws applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of California without regard to its
conflicts of law provisions. This Agreement has been accepted by Lender in the State of
California.
Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of Los Angeles County, State of California.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement
unless such waiver is given in writing and signed by Lender. No delay or omission on the part of
Lender in exercising any right shall operate as a waiver of such right or any other right. A
waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of
Lender’s right otherwise to demand strict compliance with that provision or any other provision of
this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower,
or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or of any of
Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of
Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and
in all cases such consent may be granted or withheld in the sole discretion of Lender.
Notices. Any notice required to be given under this Agreement shall be given in writing, and shall
be effective when actually delivered, when actually received by telefacsimile (unless otherwise
required by law), when deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or registered mail postage
prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may
change its address for notices under this Agreement by giving formal written notice to the other
parties, specifying that the purpose of the notice is to change the party’s address. For notice
purposes, Borrower agrees to keep Lender informed at all times of Borrower’s current address.
Unless otherwise provided or required by law, if there is more than one Borrower, any notice given
by Lender to any Borrower is deemed to be notice given to all Borrowers.
Severability. If a court of competent jurisdiction finds any provision of this Agreement to be
illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the
offending provision illegal, invalid or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and
enforceable. If the offending provision cannot be so modified, it shall be considered deleted from
this Agreement.
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 9 |
Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any
other provision of this Agreement.
Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this
Agreement makes it appropriate, including without limitation any representation, warranty or
covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s
subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall
this Agreement be construed to require Lender to make any Loan or other financial recommendation to
any of Borrower’s subsidiaries or affiliates.
Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this
Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to
the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right
to assign Borrower’s rights under this Agreement or any interest therein, without the prior written
consent of Lender.
Survival of Representations and Warranties. Borrower understands and agrees that in extending Loan
Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in
this Agreement or in any certificate
or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents.
Borrower further agrees that regardless of any investigation made by Lender, all such
representations, warranties and covenants will survive the extension of Loan Advances and delivery
to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated
by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until
such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be
terminated in the manner provided above, whichever is the last to occur.
Time is of the Essence. Time is of the essence in the performance of this Agreement.
Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by any party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used
in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts
shall mean amounts in lawful money of the United States of America. Words and terms used in the
singular shall include the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the meanings
attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise
defined in this Agreement shall have the meanings assigned to them in accordance with generally
accepted accounting principles as in effect on the date of this Agreement.
Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or
on Borrower’s behalf on a line of credit or multiple advance basis under the terms and conditions
of this Agreement.
Agreement. The word “Agreement” means this Business Loan Agreement, as this Business Loan
Agreement may be amended or modified from time to time, together with all exhibits and schedules
attached to this Business Loan Agreement from time to time.
Borrower. The word “Borrower” means Aerovironment, Inc. and includes all co-signers and co-makers
signing the Note.
Collateral. The word “Collateral” means all property and assets granted as collateral security for
a Loan, whether real or personal property, whether granted directly or indirectly, whether granted
now or in the future, and whether granted in the form of a security interest, mortgage, collateral
mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel
mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien,
charge, lien or title retention contract, lease or consignment intended as a security device, or
any other security or lien interest whatsoever, whether created by law, contract, or otherwise.
Environmental Laws. The words “Environmental Laws” means any and all state, federal or local
statutes, regulations and ordinances relating to the protection of human health or the environment,
including without limitation the Comprehensive Environmental Responses, Compensation, and Liability
Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code,
Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted
pursuant thereto.
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 10 |
Event of Default. The words “Event of Default” mean any of the events of default set forth in this
Agreement in the default section of this Agreement.
GAAP. The word “GAAP” means generally accepted accounting principles.
Grantor. The word “Grantor” means each and all of the persons or entities granting a Security
Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a
Security Interest.
Guarantor. The word “Guarantor” means any guarantor, surety, or accommodation party of any or all
of the Loan.
Guaranty. The word “Guaranty” means the guaranty from Guarantor to Lender, including without
limitation a guaranty of all or part of the Note.
Hazardous Substances. The words “Hazardous Substances” means materials that, because of their
quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a
present or potential hazard to human health or the environment when improperly used, treated,
stored, disposed of, generated, manufactured, transported or
otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and
include without limitation any and all hazardous or toxic substances, materials or waste as defined
by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without
limitation, petroleum and petroleum by-products or any faction thereof and asbestos.
Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other indebtedness and costs and
expenses for which Borrower is responsible under this Agreement or under any of the Related
Documents.
Lender. The word “Lender” means California Bank & Trust, its successors and assigns.
Loan. The word “Loan” means any and all loans and financial accommodations from Lender to
Borrower, whether now or hereafter existing, and however evidenced, including without limitation
those loans and financial accommodations described herein or described on any exhibit or schedule
attached to this Agreement from time to time.
Note. The word “Note” means the Note executed by Aerovironment, Inc. in the principal amount of
$10,000,000.00 dated March 31, 2004, together with all renewals of, extensions of, modifications
of, refinancings of, consolidations of, and substitutions for the note or credit agreement.
Permitted Liens. The words “Permitted Liens” mean (1) liens and security interests securing
Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges
either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and
securing obligations which are not yet delinquent; (4) purchase money liens or purchase money
security interests upon or in any property acquired or held by Borrower in the ordinary course of
business to secure indebtedness outstanding on the date of this Agreement or permitted to be
incurred under the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and
security interests which, as of the date of this Agreement, have been disclosed to and approved by
the Lender in writing; and (6) those liens and security interests which in the aggregate constitute
an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.
Related Documents. The words “Related Documents” mean all promissory notes, credit agreements,
loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of
trust, security deeds, collateral mortgages, and all other instruments, agreements and documents,
whether now or hereafter existing, executed in connection with the Loan.
Security Agreement. The words “Security Agreement” mean and include without limitation any
agreements, promises, covenants, arrangements, understandings or other agreements, whether created
by law, contract, or otherwise, evidencing, governing, representing, or creating a Security
Interest.
Security Interest. The words “Security Interest” mean, without limitation, any and all types of
collateral security, present and future, whether in the form of a lien, charge, encumbrance,
mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage,
collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust
| BUSINESS LOAN AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 11 |
receipt, lien or title retention contract, lease or consignment intended as a security device, or
any other security or lien interest whatsoever whether created by law, contract, or otherwise.
Tangible Net Worth. The words “Tangible Net Worth” mean Borrower’s total assets excluding all
intangible assets (i.e., goodwill, trademarks, patents, copyrights, organizational expenses, and
similar intangible items, but including leaseholds and leasehold improvements) less total debt.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER
AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JUNE 16, 2005.
| BORROWER: | ||||||||||
| AEROVIRONMENT, INC. | ||||||||||
By:
|
/s/ Timothy Conver
|
By: | /s/ Stephen C. Wright
|
|||||||
| LENDER: | ||||||||||
| CALIFORNIA BANK & TRUST | ||||||||||
By:
|
/s/ Joe Lim
|
|||||||||
| Joe Lim, Vice President | ||||||||||
CHANGE IN TERMS AGREEMENT
| Principal | Loan Date | Maturity | Loan No | Account | Officer | |||||||||
| $16,500,000.00 | 06-16-2005 | 8-31-2007 | 9329000055-1 | Call / Coll | 9329000055-1 | 22163 | Initials | |||||||
| References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. | ||||||||||||||
| Any item above containing “***” has been omitted due to text length limitations | ||||||||||||||
Borrower:
|
Aerovironment, Inc. | Lender: | California Bank & Trust | |||
| 825 South Myrtle Avenue | Los Angeles Commercial Banking | |||||
| Monrovia, CA 91016 | 550 South Hope Street, Suite 300 | |||||
| Los Angeles, CA 90071 |
Principal Amount: $16,500,000.00 Initial Rate: 6.000% Date of Agreement: June 16, 2005
DESCRIPTION OF EXISTING INDEBTEDNESS.
The Business Loan Agreement (Asset Based) and Promissory Note each dated March 31, 2004, in the
original amount of $10,000,000.00, as amended by that certain Change in Terms Agreement dated May
11, 2004, from Aerovironment, Inc. to Lender.
DESCRIPTION OF COLLATERAL.
1. All inventory, equipment, accounts (including but not limited to all health-care-insurance
receivables), chattel paper, instruments (including but not limited to all promissory notes),
letter-of-credit rights, letters of credit, documents, deposit accounts, investment property,
money, other rights to payment and performance, and general intangibles (including but not limited
to all software and all payment intangibles); all fixtures; all attachments, accessions,
accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to
the foregoing property, and all additions, replacements of and substitutions for all or any part of
the foregoing property; all insurance refunds relating to the foregoing property; all good will
relating to the foregoing property; all records and data and embedded software relating to the
foregoing property, and all equipment, inventory and software to utilize, create, maintain and
process any such records and data on electronic media; and all supporting obligations relating to
the foregoing property; all whether now existing or hereafter arising, whether now owned or
hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and
all products and proceeds (including but not limited to all insurance payments) of or relating to
the foregoing property.
Government Contract Number W58RGZ-04-0025 for US Army Raven
Government Contract Number DAAH01-03-C0134 for US Army Raven
Government Contract Number DAAD16-03-C-0074 for SOCOM/NATICK Repair
Government Contract Number W911QY-04-C-0046
Government Contract Number FA8620-04-C-3404 for AFOSOC Pointer
Government Contract Number M67854-04-D-1011-0001 for Dragon Eye BOA
Government Contract Number N41756-04-D-4726 for Swift IDQ
Government Contract Number NCA4-3 for Pathfinder/Systems Analysis/Refurbish/Flight Testing.
Government Contract Number DAAH01-03-C0134 for US Army Raven
Government Contract Number DAAD16-03-C-0074 for SOCOM/NATICK Repair
Government Contract Number W911QY-04-C-0046
Government Contract Number FA8620-04-C-3404 for AFOSOC Pointer
Government Contract Number M67854-04-D-1011-0001 for Dragon Eye BOA
Government Contract Number N41756-04-D-4726 for Swift IDQ
Government Contract Number NCA4-3 for Pathfinder/Systems Analysis/Refurbish/Flight Testing.
DESCRIPTION OF CHANGE IN TERMS.
1. The loan amount is hereby increased from $10,000,000.00 to $16,500,000.00.
2. The Asset Based Structure of this Loan is hereby deleted and converted to a Non-ABL structured
Revolving Line of Credit.
3. The One Month, Two Months, Three Months or Four Months, LIBOR plus 2.750 percent optional rate
is hereby amended to One Month, Two Months, Three Months or Four Months, LIBOR plus 2.500 percent.
4. This Change in Terms Agreement is subject to the terms and conditions of that Loan Agreement
executed by Borrower in favor of Lender on June 16, 2005.
5. The Standby Letter of Credit Sublimit in the amount of $750,000.00 is hereby increased to
$2,000,000.00, see attached exhibit.
6. A Letter of Credit Subline in the amount of $1,000,000.00 is hereby added to the Revolving Line
of Credit. An Exhibit titled “Letter of Credit Subline Exhibit” is hereby attached to this
agreement and made part of this agreement.
PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on August 31, 2007. In addition, Borrower will pay regular monthly payments of all
accrued unpaid interest due as of each
| CHANGE IN TERMS AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 2 |
payment date, beginning July 31, 2005, with all subsequent interest payments to be due on the
last day of each month after that. Unless otherwise agreed or required by applicable law, payments
will be applied first to any accrued unpaid interest; then to principal; then to any unpaid
collection costs; and then to any late charges. Interest on this Agreement is computed on a
365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. Borrower will pay Lender at Lender’s address shown
above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. Subject to designation of a different interest rate index by Borrower as
provided below, the interest rate on this Agreement is subject to change from time to time based on
changes in an index which is the rate of interest set from time to time by Bank as its Prime Rate.
California Bank & Trust Prime Rate is determined by Bank as a means of pricing credit extensions to
some customers and is neither tied to any external rate of interest or index nor is it necessarily
the lowest rate of interest charged by Bank at any given time for any particular class of customers
or credit extensions (the “Index”). The Index is not necessarily the lowest rate charged by Lender
on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during
the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender
will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will
not occur more often than each Day. Borrower understands that Lender may make loans based on other
rates as well. The Index currently is 6.000% per annum. The interest rate to be applied to the
unpaid principal balance of the Note will be at a rate equal to the Index, resulting in an initial
rate of 6.000% per annum. NOTICE: Under no circumstances will the interest rate on the Note be
more than the maximum rate allowed by applicable law.
INTEREST RATE OPTIONS. On the terms and subject to the conditions set forth herein, Borrower will
be able to select, from one of the following Rate Options, an interest rate which will be
applicable to a particular dollar increment of amounts outstanding, or to be disbursed, under this
Agreement. Principal shall be payable as specified herein in the “Payment” section, and interest
shall be payable as specified for each Rate Option. The following Rate Options are available to
Borrower:
(A) Default Option. The interest rate margin and index described in the “VARIABLE INTEREST RATE”
paragraph herein (the “Default Option”).
(B) LIBOR. A margin of 2.500 percentage points over LIBOR. For purposes of this Agreement, LIBOR
shall mean Lender’s LIBOR rate for the relevant Interest Period determined as of the start of each
Interest Period. The length of the Interest Period selected shall be designated One Month, Two
Months, Three Months or Four Months, though the actual length of such periods shall be calculated
as set forth below. The initial Interest Period, unless commenced on the first business day of a
month, shall, notwithstanding the length of the Interest Period selected by Borrower, (i) for
Interest Periods beginning before the 25th of each calendar month, end on the first business day of
the month following commencement of the initial Interest Period, and (ii) for Interest Periods
beginning on or after the 25th of each calendar month, end of the first business day of the second
month following commencement of the Initial Interest Period. All subsequent Interest Periods shall
commence on the first business day of the relevant month and end on the first business day of the
month determined by the length of the Interest Period selected by Borrower. The Bank’s calculation
pursuant to the provision of the length of the Interest Periods shall be in its sole and absolute
discretion and shall conclusively bind the Borrower absent manifest error. Lender’s LIBOR rate
shall mean the rate per annum quoted by Lender as Lender’s LIBOR rate based upon quotes from the
London Interbank Offered Rate from the British Bankers Association Interest Settlement Rates, as
quoted for U.S. Dollars by Bloomberg, or other comparable services selected by the Lender. This
definition of Lender’s LIBOR rate is to be strictly interpreted and is not intended to serve any
purpose other than providing an index to determine the interest rate used herein. Lender’s LIBOR
rate may not necessarily be the same as the quoted offered side in the Eurodollar time deposit
market by any particular institution or service applicable to any interest period. Interest based
on this Rate Option is a floating rate and will change on and as of the date of a change in LIBOR
(the “Interest Period”). Adjustments in the interest rate due to changes in the maximum
nonusurious interest rate allowed (the “Highest Lawful Rate”) shall be made on the effective day of
any change in the payment of all accrued and unpaid interest on the last day of such Interest
Period and, in the case of an Interest Period greater than three (3) months, at three month (3
month) intervals after the first day of such Interest Period.
The following provisions concerning Rate Options are a part of this Agreement:
Selection of Rate Options. Provided Borrower is not in default under this Agreement, Borrower may
request (a “Rate Request”) that a $100,000.00 increment or any amount in excess thereof (an
“Increment”) of the outstanding principal of, or amounts to be disbursed under, this Agreement bear
interest at the selected rate. Borrower may make this Rate Request by telephonic notice, however
no later than 10:00 AM PDT three (3) business days prior to the effective date of the Rate Request
to permit Lender to quote the rate requested.
| CHANGE IN TERMS AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 3 |
Applicable Interest Rate. Borrower’s Rate Request will become effective, and interest on the
increment designated will be calculated at the rate (the “Effective Rate”), which Borrower
requested, for the applicable Interest Period, subject to the following:
(1) Notwithstanding any Rate Request, interest shall be calculated on the basis of the
Default Option if (a) Lender, in good faith, is unable to ascertain the requested Rate
Option by reason of circumstances then affecting the applicable money market or otherwise,
(b) it become unlawful or impracticable for Lender to maintain loans based upon the
requested Rate Option, or (c) Lender, in good faith, determines that it is impracticable to
maintain loans based on the requested Rate Option because of increased taxes, regulatory
costs, reserve requirements, expenses or any other costs or charges that affect such Rate
Options. Upon the occurrence of any of the events described in this “Interest Rate Options”
section, any increment to which a requested Rate Option applies shall be immediately (or at
the option of Lender, at the end of the current Interest Period), without further action of
Lender or Borrower, converted to an increment to which the Default Option applies.
(2) Borrower may have no more than a total of 2 Effective Rates applicable to amounts
outstanding under this Agreement at any given time.
(3) A Rate Request shall be effective as to amounts to be disbursed under this Agreement
only if, on the effective date of the Rate Requests, such amounts are in fact disbursed to
or for Borrower’s account in accordance with the provisions of this Agreement and any
related loan documents.
(4) Any amounts of outstanding principal for which a Rate Request has not been made, or is
otherwise not effective, shall bear interest until paid in full at the Default Option.
(5) Any amounts of outstanding principal bearing interest based upon a Rate Option shall
bear interest at such rate until the end of the Interest Period therefor, and thereafter
shall bear interest based upon the Default Option unless a new Rate Request for a Rate
Option complying with the terms hereof has been made and has become effective.
(6) If Borrower is in default under this Agreement (“Default”), the Lender shall no longer
be obligated to honor any Rate Requests.
(7) No Interest Period shall extend beyond the maturity date of this Agreement.
Notices: Authority to Act. Borrower acknowledges and agrees that the agreement of Lender herein
to receive certain notices by telephone is solely for Borrower’s convenience. Lender shall be
entitled to rely on the authority of the person purporting to be a person authorized by Borrower to
give such notice, and Lender shall have no liability to Borrower on account of any action taken by
Lender in reliance upon such telephonic notice. Borrower’s obligation to repay all sums owing
under the Note shall not be affected in any way or to any extent by any failure by Lender to
receive written confirmation of any telephonic notice or the receipt by Lender of a confirmation
which is at variance with the terms understood by Lender to be contained in the telephonic notice.
PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Agreement,
Borrower understands that Lender is entitled to a minimum interest charge of $200.00. Other than
Borrower’s obligation to pay any minimum interest charge, Borrower may pay without penalty all or a
portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of
accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower
agrees not to send Lender payments marked “paid in full,” “without recourse,” or similar language.
If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under
this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes “payment in full” of the amount owed or that is
tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: California Bank & Trust, Los Angeles Commercial Banking, 550 South Hope
Street, Suite 300, Los Angeles, CA 90071.
LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 6.000% of the
regularly scheduled payment or $500.00, whichever is less.
| CHANGE IN TERMS AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 4 |
INTEREST AFTER DEFAULT. Upon default, the variable interest rate on this Agreement shall
immediately increase to 5.000 percentage points over the index, if permitted under applicable law.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borrower fails to make any payment when due under this Agreement.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant
or condition contained in this Agreement or in any of the Related Documents or to comply with or to
perform any term, obligation, covenant or condition contained in any other agreement between Lender
and Borrower.
Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security
agreement, purchase or sales agreement or any other agreement, in favor of any other creditor or
person that may materially affect any of Borrower’s property or Borrower’s ability to perform
Borrower’s obligations under this Agreement or any of the Related Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.
Insolvency. The dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any
assignment for the benefit of creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether
by judicial proceeding, self-help, repossession or any other method by any creditor of Borrower or
by any governmental agency against any collateral securing the Indebtedness. This includes a
garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with
Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,
endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser,
surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a
death, Lender, at its option, may, but shall not be required to, permit the guarantor’s estate to
assume unconditionally the obligations arising under the guaranty in a manner satisfactory to
Lender, and, in doing so, cure any Event of Default.
Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common
stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has
not been given a notice of a breach of the same provision of this Agreement within the preceding
twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender
demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure
requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s
sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance of this
Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
| CHANGE IN TERMS AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 5 |
ATTORNEY’S FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if
Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits
under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is
a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court
costs, in addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.
GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of California without regard to its
conflicts of law provisions. This Agreement has been accepted by Lender in the State of
California.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of Los Angeles County, State of California.
COLLATERAL. Borrower acknowledges this Agreement is secured by the following collateral described
in the security instrument listed herein: inventory, chattel paper, accounts, equipment, general
intangibles and government contracts described in a Commercial Security Agreement dated March 31,
2004.
LINE OF CREDIT. This Agreement evidences a revolving line of credit. Advances under this
Agreement may be requested either orally or in writing by Borrower or as provided in this
paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All
communications, instructions, or directions by telephone or otherwise to Lender are to be directed
to Lender’s office shown above. Borrower agrees to be liable for all sums either: (A) advanced in
accordance with the instructions of an authorized person or (B) credited to any of Borrower’s
accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be
evidenced by endorsements on this Agreement or by Lender’s internal records, including daily
computer print-outs. Lender will have no obligation to advance funds under this Agreement if: (A)
Borrower or any guarantor is in default under the terms of this Agreement or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in connection with the
signing of this Agreement; (B) Borrower or any guarantor ceases doing business or is insolvent; (C)
any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s
guarantee of this Agreement or any other loan with Lender; (D) Borrower has applied funds provided
pursuant to this Agreement for purposes other than those authorized by Lender; or (E) Lender in
good faith believes itself insecure.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original
obligation or obligations, including all agreements evidenced or securing the obligation(s), remain
unchanged and in full force and effect. Consent by Lender to this Agreement does not waive
Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make
any future change in terms. Nothing in this Agreement will constitute a satisfaction of the
obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers
of the original obligation(s), including accommodation parties, unless a party is expressly
released by Lender in writing. Any maker or endorser, including accommodation makers, will not be
released by virtue of this Agreement. If any person who signed the original obligation does not
sign this Agreement below, then all persons signing below acknowledge that this Agreement is given
conditionally, based on the representation to Lender that the non-signing party consents to the
changes and provisions of this Agreement or otherwise will not be released by it. This waiver
applies not only to any initial extension, modification or release, but also to all such subsequent
actions.
FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to California Bank & Trust
(“Bank”) that all financial information (“Information”) submitted to Bank now and at all times
during the terms of this loan does, and will, fairly and accurately represent the financial
condition of the undersigned, all Borrowers and Guarantors. Financial Information includes, but is
not limited to all Business Financial Statements (including Interim and Year End financial
statements that are company prepared and/or CPA prepared). Business Income Tax Returns, Borrowing
Base Certificates, Accounts Receivable and Accounts Payable Agings, Personal Financial Statements
and Personal Income Tax Returns. The undersigned understands that the Bank will rely on all
financial information, whenever provided, and that such information is a material inducement to
Bank to make, to continue to make, or otherwise extend credit accommodations to the undersigned.
The undersigned covenants and agrees to notify Bank of any adverse material changes in her/his/its
financial condition in the future. The undersigned further understands and acknowledges that there
are criminal penalties for giving false financial information to federally insured financial
institutions.
DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to Lender in any and all
deposit accounts (checking, savings, money market or time) of Borrower at Lender, now existing or
hereinafter opened, to secure its indebtedness hereunder. This includes all deposit accounts
Borrower holds jointly with someone else.
| CHANGE IN TERMS AGREEMENT | ||||
| (Continued) | ||||
| Loan No.: 9329000055-1 | Page 6 |
STAND-BY LETTER OF CREDIT SUBLINE. An exhibit, titled “Stand-By Letter of Credit Subline,” is
attached to this Agreement and by this reference is made a part of this Agreement just as if all
the provisions, terms and conditions of the Exhibit had been fully set forth in this Agreement.
LETTER OF CREDIT SUBLINE EXHIBIT. An exhibit, titled “Letter of Credit Subline Exhibit,” is
attached to this Agreement and by this reference is made a part of this Agreement just as if all
the provisions, terms and conditions of the Exhibit had been fully set forth in this Agreement.
SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of
Borrower’s interest, this Agreement shall be binding upon and inure to the benefit of the parties,
their successors and assigns. If ownership of the Collateral becomes vested in a person other than
Borrower, Lender, without notice to Borrower, may deal with Borrower’s successors with reference to
this Agreement and the Indebtedness by way of forbearance of extension without releasing Borrower
from the obligations of this Agreement or liability under the Indebtedness.
MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under
this Agreement without losing them. Borrower and any other person who signs, guarantees or
endorses this Agreement, to the extent allowed by law, waive any applicable statute of limitations,
presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this
Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement,
whether as maker, guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this
loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender’s security interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that Lender may modify
this loan without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Agreement are joint and several.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
| BORROWER: | ||||||||||
| AEROVIRONMENT, INC. | ||||||||||
By:
|
/s/ Timothy Conver
|
By: | /s/ Stephen C. Wright
|
|||||||
Exhibit 10.15
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
AV Direct Project Request
Program Manager:
|
Calvin Au | Department: | 1750 | Date: | 7/7/2005 | |||||||||||
Project Title:
|
Dragon Eye D.O. 0019 | Customer No: | C1391 | |||||||||||||
| Customer Name: | MARCORSYSCOM | Available Credit: | ||||||||||||||
Address:
|
Commander, MARCORSYSCOM | Ship to: | Ship In Place | Billing: | DFAS-Columbus Center | |||||
| Attn: JWS/R&R — Jeff Campbell | DFAS-CO/West Entitlement | |||||||||
| 2200 Lester Street | Operations; P.O. Box 182381; | |||||||||
| Quantico, VA 22134 | Columbus, OH 43218-2381 | |||||||||
Contact:
|
Jeff Campbell | Contact: | Contact: | |||||||
Phone #:
|
(703) 432-6017 | Phone #: | Phone #: | |||||||
Credit Card Orders
| Cardholder Name: | ||||||||||||||
Visa No:
|
4 | MasterCard No: | 5 | |||||||||||
| Expiration Date: | Expiration Date: | |||||||||||||
Zip Code:
|
Zip Code: | |||||||||||||
Contract Value:
|
$[***] | |||||||
Mod #1:
|
Mod #3: | |||||||
Mod #2:
|
Mod #3: | |||||||
| Contract No: | M67854-04-D-1011 | Date of Contract: | 6/8/2005 | |||||
| Start Date: | 7/8/2005 | Completion Date: | 1/3/2006 | |||||
Contract Deliverables:
| Contract Line Item | Description | Qty | Price | Delivery Date: | ||||
0001
|
IIP Provisioning Spares | Lot | $[***] | 1/3/2006 | ||||
0002
|
Depot Spares | Lot | $[***] | 1/3/2006 | ||||
Billing Method:
|
Contract Type: | Retention ___% | ||
N-Non Billable
|
01-Gov’t ___ | |||
T-T&M
|
02-Gov’t Sub | |||
F-FP or Milestone
|
03-Industry | |||
| 04-Institutions | 137.0%/43.3%/15.50% | |||
Sales Tax:
|
05-Other Gov’t | |||
Yes
|
06-Foreign | |||
No
|
09-Internal |
MAS 90 Information (Assigned by Finance)
Job Type:
|
SUAV | Job Number: | 51067.19 | |||||
| Cost Codes: | Descriptions: | Cost Types: | ||||||||||||
| 51067.19 | Delivery Order 0019 | SE | ||||||||||||
| 51067.19.1 | SUAV System | SE | ||||||||||||
| 51067.19.1.2 | Production | SE | ||||||||||||
| 51067.19.1.2.01 | DO #19 CLIN 0001 IIP Spares | CA | ||||||||||||
| 51067.19.1.2.02 | DO #19 CLIN 0001 Depot Spares | CA | ||||||||||||
Approvals: |
||||||||||||||
| Project Mgr | Finance/Contracts | Operations | Screening Committee | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
1
ORDER FOR SUPPLIES OR SERVICES (Contractor must submit four copies of invoice) |
Form Approved OMB No 0704-0187 Expires Jun 30, 1997 |
PAGE 1 OF 3 | ||||
Public reporting burden for this collection of information is estimated to average 1 hour per response,
including the time for reviewing instructions, searching existing data sources, gathering and maintaining the
data needed and completing and reviewing the collection of information. Send comments regarding this burden
estimate or any other aspect of the collection of information, including suggestions for reducing this burden, to
Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis Hwy,
Suite 1204, Arlington VA 22202-4302, and to the Office of Management and Budget, Paperwork Reduction Project
(0704-0187), Washington DC 20503
PLEASE DO NOT RETURN YOUR FORM TO EITHER OF THESE ADDRESSES.
SEND YOUR COMPLETED FORM TO THE PROCUREMENT OFFICIAL IDENTIFIED IN ITEM 6.
SEND YOUR COMPLETED FORM TO THE PROCUREMENT OFFICIAL IDENTIFIED IN ITEM 6.
1. CONTRACT/PURCHASE ORDER No. M67854-04-D-1011 |
2. DELIVERY ORDER No. 0019 |
3. DATE OF ORDER 8 June 05 |
4. REQUISITION/PURCH REQUEST No. See Schedule | 5. PRIORITY C9E |
||||||||
6. ISSUED BY:
CODE [ M67854 ]
|
7. ADMINISTERED BY | CODE [S0512A] | 8. DELIVERY FOB: | |||||||||
COMMANDER MARCORSYSCOM ATTN 1WS/R&R-Jeff Campbell 2200 Lester Street BUYER: JEFF CAMPBELL (703) 432-3720 |
DCMA Los Angeles 16111 Plummer Street Bldg. 10, 2nd Floor Sepulveda, CA 91343 |
o DEST þ OTHER (See Schedule if other) |
||||||||||
9. CONTRACTOR AEROVIRONMENT INC. 825 MYRTLE AVE MONROVIA, CA 91016 TIN: 95-2705790 PHONE (805) 581-2187 DUNS: 058024456 FAX: (805) 581-4512 Cage: 60107 |
10: DELIVER TO FOB POINT BY DATE See Block 14. |
11. MARK IF BUSINESS IS |
||||||||||
| 12. DISCOUNT TERMS NET 30 |
þ SMALL o SMALLDSAD o WOMENOWN |
|||||||||||
| 13. MAIL INVOICES TO SEE BLOCK 15 |
||||||||||||
14. SHIP TO
CODE [ ] See Schedule |
15. PAYMENT WILL BE MADE BY CODE [HQ0339] DFAS-Columbux Center DFAS-CO/West Entitlement Operations PO BOX 182381 Columbus, OH 43218-2381 |
MARK ALL PACKAGES AND PAPERS WITH CONTRACT OR ORDER NUMBER |
||||||||||
16. TYPE OF ORDER |
DELIVERY | X | This delivery order is issued on another Government agency or in accordance with and subject to terms and conditions of above numbered contract. | ||||||||
| PURCHASE | Reference your furnish the following on terms specified herein. | ||||||||||
ACCEPTANCE. THE CONTRACTOR HEREBY ACCEPTS THE OFFER REPRESENTED BY THE NUMBERED PURCHASE ORDER AS IT MAY PREVIOUSLY HAVE BEEN OR IS NOW MODIFIED. SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET
FORTH AND AGREES TO PERFORM THE SAME.
John F. Grabowsky
|
/s/ John F. Grabowsky | General Manager | 6/8/05 | |||
NAME OF CONTRACTOR
|
SIGNATURE | TYPED NAME AND TITLE | DATE SIGNED |
| þ If this box is marked, supplier must sign Acceptance and return the following number of copies: 1 | ||||||
| 17. ACCOUNTING AND APPROPRIATION DATA/LOCAL USE | ||||||
| SEE SCHEDULE | ||||||
18. ITEM NO. |
19. | 20. QUANTITY ORDERED ACCEPTED |
21. | 22. | 23. | ||||||||||||||||||
| SCHEDULE OF SUPPLIES/SERVICE | UNIT | UNIT PRICE | AMOUNT | ||||||||||||||||||||
*
|
* SEE SCHEDULE | * | * | * | * | ||||||||||||||||||
If quantity accepted by the
Government is same as
quantity ordered, indicate by
X. If different, enter actual
quantity accepted below
quantity ordered and encircle.
|
24. UNITED STATES OF AMERICA /s/ JEFF T. CAMPBELL |
25. TOTAL | ||||||
| BY: JEFF T. CAMPBELL CONTRACTING/ORDERING OFFICER | 29. DIFFERENCE | |||||||
| 26. QUANTITY IN COLUMN 20 HAS BEEN o INSPECTED o RECEIVED o ACCEPTED, AND CONFORMS TO THE CONTRACT EXCEPT AS NOTED |
27. SHIP TO | 28. D.O. VOUCHER NO. | 30. INITIALS | |||||||||||
| o PARTIAL o FINAL |
32. PAID BY, | 33. AMOUNT VERIFIED CORRECT FOR | ||||||||||||
| DATE | SIGNATURE OF AUTHORIZED GOVERNMENT REP. | 31. PAYMENT | 34. CHECK NUMBER | |||||||||||
| o COMPLETE | ||||||||||||||
| o PARTIAL | ||||||||||||||
| o FINAL | ||||||||||||||
| 36. I certify this account is correct and proper for payment | ||||||||||||||
| 35. BILL OF LADING NO. | ||||||||||||||
| DATE | SIGNATURE AND TITLE OF CERTIFYING OFFICER | |||||||||||||
37. RECEIVED BY
|
38. RECEIVED BY (PRINT) | 39. DATE
RECEIVED YYMMDD |
40. TOTAL CONTAINERS |
41. S/R ACCOUNT NUMBER |
42. S/R VOUCHER NO. |
| DD FORM 1155, JUN 94 | PREVIOUS EDITION MAY BE USED |
| AEROVIRONMENT, INC Page 2 of 3 |
M67854-04-D-1011 D.O. 0019 |
| 1. | Block 4 – Requisition Numbers: |
| a. | M9545005RC03356-ACRN AA | ||
| b. | M9545005RC03332-ACRN AB | ||
| c. | M6785405RC03279-ACRN AC | ||
| d. | M6789905RC00005-ACRN AD |
| 2. | Block 17 – Accounting and Appropriation Data. The following funds are hereby obligated to Delivery Order 0019: |
APPROPRIATION DATA/SPECIAL INSTRUCTIONS: The Government Payment Office shall make all
payments against this contract in accordance with the CLIN/ACRN association specified below.
All contractor requests for payment made against this contract that fail to specify a
CLIN/ACRN association shall be promptly rejected by the Government Payment Office.
| CLIN | ACRN | UNTING/APPROPRIATION DATA | AMOUNT | |||||
| 0001 | AA | 1751109 7000 310 67854 067443 2D 7000F4 45005RC03356 |
$ | [***] | ||||
| 0001 | AB | 1751109 7000 310 67854 067443 2D 700019 45005RC03332 |
$ | [***] | ||||
| 0002 | AC | 1751106 27A0 310 67854 067443 2D M67854 DHSB5RC03279 |
$ | [***] | ||||
| 0002 | AD | 1751106 27A0 250 67898 067443 2D M67899 CE015R000005 |
$ | [***] | ||||
TOTAL DELIVERY ORDER 0019 |
$ | [***] | ||||||
| * | NOTE: Requests for payment under Delivery Order 0019 shall be in order of the ACRNs as listed above. |
| 3. | Blocks 18 through 23 — Schedule of Supplies/Services. |
The following Delivery Order is issued in accordance with the year one requirements as follows:
| QTY/Unit | ||||||||
| CLIN | Description | of Issue | Unit Price | Total Amount | ||||
0001
|
Pursuant to the catalog spares under the basic contract, Initial Issue Provisioning Spares (IIP) in accordance with Attachment 1 to this order. The deliverables under this CLIN shall undergo and pass quality control checks using the Acceptance Test Procedures (ATP) as outlined in the basic contract as a guide. This shall include Flight Tests for all center fuselage sections of the Dragon Eye Air Vehicle. ATP Flight Tests for all center fuselage sections of the Dragon Eye Air Vehicle and Ground Control Station components do not need to be witnessed by a Government representative. | |||||||
0002
|
Pursuant to the catalog spares under the basic contract, Depot Level Spares in accordance with Attachment 1 to this order. The deliverables under this CLIN shall undergo and pass quality control checks using the ATP as outlined in the basic contract as a guide. This shall include Flight Tests for all center fuselage sections of the Dragon Eye Air Vehicle. ATP Flight Tests for all center fuselage sections of the Dragon Eye Air Vehicle and Ground Control Station components do not need to be witnessed by a Government representative. | |||||||
| TOTAL AMOUNT FOR DELIVERY ORDER 0019 | NTE $[***] |
|||||||
3
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| AEROVIRONMENT, INC PAGE 3 OF 3 |
M67854-04-D-1011 D.O. 0019 |
The equitable adjustment in the price of the contract resulting from the changes outlined in
modification P00015 to the basic contract shall be negotiated pursuant to the procedures of the
“Changes” clause as outlined in modification P00015 to the basic contract. The equitable
adjustment for this order shall not exceed a total amount of $ [***]. If in the
event of contract termination, the maximum Government liability shall not exceed the following
amount $ [***].
NOTE: The contractor shall not deliver any units under this order until CLIN’s 0001 & 0002
have been definitized.
| 4. | Stock 14 — Ship To: | |
| Block 14 — Ship To: |
CLIN’s 0001 and 0002 shall be delivered FOB Origin at the contractor’s facility NLT 210 days after
receipt of order. CLIN’s 0001 and 0002 shall be shipped / inspected and accepted in place at the
contractor’s facility. Inspection & acceptance shall be at Origin. Upon inspection and
acceptance, the deliverables shall become Government Furnished Equipment (GFE). The contractor
shall be responsible for placing the GFE in bonded storage. The consumables and spares and
subassemblies shall be delivered as necessary to conduct depot maintenance or in response to
requisitions from Marine Operating Forces per paragraph 3.7.3 of the Statement of Work. When
directed, by the program office, shipment of spares shall be via the Defense Transportation System
on a GBL, “prepaid” CBL, or Small Package Express Airbill moving via the World Wide Express (WWX)
contract rates.
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
4
CLIN 0001 IIP SPARES
| Unit of | ||||||||||||||
| CLIN | P/N | Item Description | Qty | Issue | Unit Price | Total Amount | ||||||||
0001AA
|
[***] | Assy, Nose, Color, BLK 0.5, DE-Swift | 50 | EA | $[***] | $[***] | ||||||||
0001AB
|
[***] | Asst, Center Section w/o Avionics, DE | 19 | EA | $[***] | $[***] | ||||||||
0001AC
|
[***] | Assy, Propeller Hub/Spinner, Left, BLK 0.5, DE | 50 | EA | $[***] | $[***] | ||||||||
0001AD
|
[***] | Hub/Propeller, Left, BLK 0.5, DE | 50 | EA | $[***] | $[***] | ||||||||
0001AE
|
[***] | Assy, Propeller Hub/Spinner, Right, BLK 0.5, DE | 50 | EA | $[***] | $[***] | ||||||||
0001AF
|
[***] | Hub, Propeller, Right, BLK 0.5, DE | 50 | EA | $[***] | $[***] | ||||||||
00D1AG
|
[***] | Assy, Tool Kit, BLK 0.5, DE | 75 | EA | $[***] | $[***] | ||||||||
0001AH
|
[***] | Screwdriver, #1 Phillips, 6.7 InOAL | 35 | EA | $[***] | $[***] | ||||||||
0001AJ
|
[***] | Card, FSK, Parts List, BLK 0.5, Laminated, DE | 30 | EA | $[***] | $[***] | ||||||||
0019-Attachment 1
All Pricing herein are not to exceed (NTE) amounts which shall be definitized in accordance with P00015
All Pricing herein are not to exceed (NTE) amounts which shall be definitized in accordance with P00015
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
5
CLIN 0002 Depot SPARES
| Unit of | ||||||||||||||
| CLIN | P/N | Item Description | Qty | Issue | Unit Price | Total Amount | ||||||||
0002AA
|
[***] | Screw, MACH, STD, 6-32x 0.625 in | 1000 | EA | $[***] | $[***] | ||||||||
0002AB
|
[***] | Mount, Camera, Foam, Color, Swift | 50 | EA | $[***] | $[***] | ||||||||
0002AC
|
[***] | Mount, B-W, Camera, Nose BLK 0.5, DE | 20 | EA | $[***] | $[***] | ||||||||
0002AD
|
[***] | Bracket, Connector, Nose, BLK 0.5 | 600 | EA | $[***] | $[***] | ||||||||
0002AE
|
[***] | Screw, Pan Head, Phillips 4-24x5 | 5000 | EA | $[***] | $[***] | ||||||||
0002AF
|
[***] | Washer 0.125 ID, 0.312 OD, Stainless | 5000 | EA | $[***] | $[***] | ||||||||
0002AG
|
[***] | Asst, Center Section w/o Avionics, DE | 20 | EA | $[***] | $[***] | ||||||||
0002AH
|
[***] | Bulkhead, Fuselage, Front, CE | 60 | EA | $[***] | $[***] | ||||||||
0002AJ
|
[***] | Collet, Propeller, BLK 0.5, DE | 20 | EA | $[***] | $[***] | ||||||||
0002AK
|
[***] | Assy, Elevon Actuator, BLK 0.5, DE | 35 | EA | $[***] | $[***] | ||||||||
0002AL
|
[***] | Bushing, Elevon Actuator, BLK 0.5, DE | 35 | EA | $[***] | $[***] | ||||||||
0002AM
|
[***] | Brush, Epoxy | 30 | EA | $[***] | $[***] | ||||||||
0002AN
|
[***] | Eraser, Retractable Pen Type, 0.15in dia Stick | 30 | EA | $[***] | $[***] | ||||||||
0019-Attachment 1
All Pricing herein are not to exceed (NTE) amounts which shall be definitized in accordance with P00015
All Pricing herein are not to exceed (NTE) amounts which shall be definitized in accordance with P00015
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
6
Exhibit 10.16
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
| AWARD/CONTRACT |
1. | THIS CONTRACT IS A RATED 4 | RATING | Page 1 OF 37 | ||||||||||||||
| ORDER UNDER DPAS (15 CFR 350) | D0 C-9E | |||||||||||||||||
| 2. | CONTRACT (Proc. Inst. Ident.) NO. | 3. | EFFECTIVE DATE SEE BLOCK 20C. | 4. | REQUISITION/PURCHASE REQUEST/PROJECT NO. | |||||||||||||
| M67854-04-D-1011 | ||||||||||||||||||
| 5. | ISSUED | CODE | M67854 | 6. | ADMINISTERED BY (If Other than 5) | CODE | S0512A | |||||||||||
| COMMANDER MARCORSYSCOM |
DCMA VAN NUYS | |||||||||||||||||
| ATTN IWS/R&R-Jeff Campbell | 412 WEST BROADWAY, SUITE 211 | |||||||||||||||||
| 2200 LESTER STREET | GLENDALE, CA 91204-1297 | |||||||||||||||||
| QUANTICO, VA 22134 | ||||||||||||||||||
| BUYER: JEFF
CAMPBELL (703) 432-6017 FAX: (703) 784-5023 |
||||||||||||||||||
| 7. | NAME AND ADDRESS OF CONTRACTOR (No., Street, City, County, State and ZIP CODE) |
8. | DELIVERY | |||||||||||||||
| AEROVIRONMENT INC. | o FOB ORIGIN þ OTHER (See below) | |||||||||||||||||
| 222 EAST HUNTINGTON DR. | 9. | DISCOUNT FOR PROMPT PAYMENT | ||||||||||||||||
| MONROVIA, CA 91016 | TIN: 95-2705790 | N/A | ||||||||||||||||
PHONE
(805) 581-2187
|
CAGE: 60107 | 10. | SUBMIT INVOICES | ITEM | ||||||||||||||
| FAX: (581-4512) | DUNS: 058024456 | (4 Copies unless otherwise specified) TO THE ADDRESS SHOWN IN: 4 |
SEE SECTION G |
|||||||||||||||
CODE
|
FACILITY CODE | |||||||||||||||||
11.
|
SHIP TO/MARK FOR | CODE | 12. | PAYMENT WILL BE MADE BY | CODE | |||||||||||
| HQ0339 | ||||||||||||||||
PLEASE
SEE INDIVIDUAL DELIVERY ORDER |
DFAS-COLUMBUS CENTER |
|||||||||||||||
| DFAS-CO/WEST ENTITLEMENT OPERATIONS | ||||||||||||||||
| PO BOX 182381 | ||||||||||||||||
| COLUMBUS, OH 43218-2381 | ||||||||||||||||
| 13. | AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION. | 14. | ACCOUNTING AND APPROPRIATION DATA | |||||||||||||
| o 10. U.S.C. 2304(C) ( ) | o 41. U.S.C. 253(C) ( ) | SEE INDIVIDUAL DELIVERY ORDERS | ||||||||||||||
15A. ITEM NO.
|
15B. SUPPLIES/SERVICES | 15C. QUANTITY | 15D. UNIT | 15E. UNIT PRICE. | 15F. AMOUNT | |||||
| PLEASE SEE SECTION B | ||||||||||
| 15G. TOTAL AMOUNT OF CONTRACT | $ TBD/IDIQ | |||||||||
| 16. TABLE OF CONTENTS |
||||||||||
| SEC | DESCRIPTION | PAGES | SEC | DESCRIPTION | PAGES | ||||||||||||||||||||
| PART I — THE SCHEDULE |
PART II — CONTRACT CLAUSES | ||||||||||||||||||||||||
X
|
A | SOLICITATION/CONTRACT FORM | 1 | X | I | CONTRACT CLAUSES | 11 | ||||||||||||||||||
| X | B | SUPPLIES OR SERVICES AND PRICES/COSTS | 9 | PART III LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS | |||||||||||||||||||||
| X | C | DESCRIPTION/SPECS/WORK STATEMENT | 1 | X | J | LIST OF ATTACHMENTS | 1 | ||||||||||||||||||
| X | D | PACKAGING AND MARKING | 1 | PART IV — REPRESENTATIONS AND INSTRUCTIONS | |||||||||||||||||||||
X
|
E | INSPECTION AND ACCEPTANCE | 2 | K | REPRESENTATIONS, CERTIFICATIONS AND | ||||||||||||||||||||
X |
F | DELIVERIES OR PERFORMANCE | 4 | OTHER STATEMENTS OF OFFERORS | |||||||||||||||||||||
X
|
G | CONTRACT ADMINISTRATION DATA | 4 | L | INSTRS, CONDS, AND NOTICES TO OFFERORS | ||||||||||||||||||||
X
|
H | SPECIAL CONTRACT REQUIREMENTS | 3 | M | EVALUATION FACTORS FOR AWARD | ||||||||||||||||||||
| CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE |
|||||||||||||||||||||||||
17. o
CONTRACTOR’S NEGOTIATED AGREEMENT (Contractor is required to sign this document and return ___ copies to issuing office). Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) the award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein) |
18. x
AWARD (Contractor is not required to sign this document.) Your Final Technical Proposal dated 3 October 2003, on Solicitation Number
M57854—03-R1012 including the additions or changes made by you which additions or changes are set forth in full above. Is hereby accepted as to the items listed aove and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government’s soliciations and your offer, and (b) the award/contract. No further contractual document is necessary. |
|
19A NAME AND TITLE OF SIGNER (Type or print)
|
20A NAME OF CONTRACTING OFFICER JEFFREY T. CAMPBELL |
|
19B NAME OF CONTRACTOR
|
19C DATE SIGNED | 20B | UNITED STATES OF AMERICA | 20C DATE SIGNED | ||||||
By
|
By | /s/ Jeffrey T. Cambell | ||||||||
| (Signature of person authorized to sign) | (Signature of person authorized to sign) | |||||||||
| N 7540-01-152-8069 | STANDARD FORM 26 (REV 4-85) | |||
| Prescribed by GSA FAR (48 CFR) 53-214(a) | ||||
Interim Small Unit Remot Scouting System
|
Contract No.: M67854-04-D1011 | |
MARCORSYSCOM |
0SECTION B — SUPPLIES/SERVICES AND PRICES/COSTS - Base
| CLIN | DESCRIPTION | QTY | UNIT | UNIT PRICE | AMOUNT | |||||
0001
|
Dragon Eye (DE) air | Ea | See CLIN | See CLIN | ||||||
| vehicles | 0001 Matrix | 0001 Matrix | ||||||||
0002
|
Ground Control | Ea | See CLIN | See CLIN | ||||||
| Station | 0002 Matrix | 0002 Matrix | ||||||||
0003
|
Field Support Kit, contents to be determined | Ea | See CLIN 0003 Matrix |
See CLIN 0003 Matrix |
0001
|
DE Production Units in accordance with Section C of the Contract | |
| Contract and Delivery Order Limitation Under CLIN 0001: | ||
| Ordering Period of Five (5) Years commencing Fiscal Year (FY) 2004 | ||
| Contract Minimum: 12 | ||
| Contract Maximum: 1026 | ||
| Delviery Order Minimum: 1 | ||
| Delivery Order Maximum: 1026 |
| 13 months | 25 months | 37 months | 49 months | |||||||
| Contract | through 24 | through 36 | through 48 | through 60 | ||||||
| Award | months after | months after | months after | months after | ||||||
| through 12 | contract | contract | contract | contract | ||||||
| Quantity | months | award | award | award | award | |||||
1-5 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
6-10 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
11-20 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
21-50 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
51-100 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
101-250 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
251-500 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
501-1026 |
$[***] | $[***] | $[***] | $[***] | $[***] |
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
B-1
Interim Small Unit Remot Scouting System
|
Contract No.: M67854-04-D1011 | |
MARCORSYSCOM |
0002
|
Ground Control Station, Production Units in accordance with Section C of the Contract. | |
| Contract and Delivery Order Limitation Under CLIN 0002: | ||
| Ordering Period of Five (5) Years commencing Fiscal Year (FY) 2004 | ||
| Contract Minimum: 3 | ||
| Contract Maximum: 342 | ||
| Delviery Order Minimum: 1 | ||
| Delivery Order Maximum: 342 |
| 13 months | 25 months | 37 months | 49 months | |||||||
| Contract | through 24 | through 36 | through 48 | through 60 | ||||||
| Award | months after | months after | months after | months after | ||||||
| through 12 | contract | contract | contract | contract | ||||||
| Quantity | months | award | award | award | award | |||||
1-5 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
6-10 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
11-20 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
21-50 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
51-100 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
101-200 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
201-342 |
$[***] | $[***] | $[***] | $[***] | $[***] |
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
B-2
Interim Small Unit Remot Scouting System
|
Contract No.: M67854-04-D1011 | |
MARCORSYSCOM |
0003
|
Field Support Kit Production Units in accordance with Section C of the Contract | |
| Contract and Delivery Order Limitation Under CLIN 0003: | ||
| Ordering Period of Five (5) Years commencing Fiscal Year (FY) 2004 | ||
| Contract Minimum: 3 | ||
| Contract Maximum: 342 | ||
| Delivery Order Minimum: 1 | ||
| Delivery Order Maximum: 342 |
| 13 months | 25 months | 37 months | 49 months | |||||||
| Contract | through 24 | through 36 | through 48 | through 60 | ||||||
| Award | months after | months after | months after | months after | ||||||
| through 12 | contract | contract | contract | contract | ||||||
| Quantity | months | award | award | award | award | |||||
1-5 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
6-10 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
11-20 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
21-50 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
51-100 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
101-200 |
$[***] | $[***] | $[***] | $[***] | $[***] | |||||
201-342 |
$[***] | $[***] | $[***] | $[***] | $[***] |
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
B-3
Interim Small Unit Remot Scouting System
|
Contract No.: M67854-04-D1011 | |
MARCORSYSCOM |
SECTION B — SUPPLIES/SERVICES AND PRICES/COSTS - Base
| CLIN | DESCRIPTION | QTY |
UNIT | UNIT PRICE | AMOUNT | |||||
| 0004 | Initial
Spares ( includes 2 unit
blks) |
1 | Lot | $[***] | $[***] | |||||
| 0005 | Technical Support to include Program Management, Systems Engineering, Configuration Management, Systems Integration, Sustaining Engineering and Design Support, and Fielding Support in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0005AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0005AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0005AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0006 | Contractor Logistics Support for production ISSURSS units in accordance with Section C-1 Total Labor: 10,000 hrs Level of Effort for CLIN | |||||||||
| 0006AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0006AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0006AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0007 | Contract Data Requirements List -DD Form 1423 | |||||||||
| 0007AA | A001- Contractor’s | 1 | LOT | NSP | NSP | |||||
| Progress, Status and Management Report | ||||||||||
| 0007AB | A002- Safety Assessment | 1 | LOT | NSP | NSP | |||||
| 0007AC | A003-Development | 1 | LOT | NSP | NSP | |||||
| Drawing and Associated Lists | ||||||||||
| 0007AD | A004-Engineering | 1 | LOT | NSP | NSP | |||||
| Change Proposal (ECP) | ||||||||||
| 0007AE | A005- Configuration | 1 | LOT | NSP | NSP | |||||
| Audit Summary Report (Physical) | ||||||||||
| 0007AF | A006-Contract Work | 1 | LOT | NSP | NSP | |||||
| Breakdown Structure | ||||||||||
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
B-4
Interim Small Unit Remot Scouting System
|
Contract No.: M67854-04-D1011 | |
MARCORSYSCOM |
SECTION B — SUPPLIES/SERVICES AND PRICES/COSTS - Option 1
| CLIN | DESCRIPTION | QTY |
UNIT | UNIT PRICE | AMOUNT | |||||
| 0101 | Technical Support to include Program Management, Systems Engineering, Configuration Management, Systems Integration, Sustaining Engineering and Design Support and Fielding Support in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0101AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0101AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0101AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0102 | Contractor Logistics Support for production ISURSS units in accordance with Section C-1. Total Labor: | |||||||||
| 10,000 hrs Level of Effort for CLIN. | ||||||||||
| 0102AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0102AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0102AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0103 | Contract Data Requirements List - DD Form 1423 | |||||||||
| 0103AA | B001- Contractor’s | 1 | LOT | NSP | NSP | |||||
| Progress, Status and Management Report | ||||||||||
| 0103AB | B002-Engineering | 1 | LOT | NSP | NSP | |||||
| Change Proposal (ECP) | ||||||||||
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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SECTION B — SUPPLIES/SERVICES AND PRICES/COSTS - Option 2
| CLIN | DESCRIPTION | QTY |
UNIT | UNIT PRICE | AMOUNT | |||||
| 0201 | Technical Support to include Program Management, Systems Engineering, Configuration Management, Systems Integration, Sustaining Engineering and Design Support, and Fielding Support in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0201AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0201AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0201AC | Travel* | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0202 | Contractor Logistics Support for production ISURSS units in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0202AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0202AB | Materials/ODC** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0202AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0203 | Contract Data | 1 | Lot | NSP | NSP | |||||
| Requirements List - -(DD Form 1423) | ||||||||||
| 0203AA | C001- Contractor’s | 1 | Lot | NSP | NSP | |||||
| Progress, Status and Management Report | ||||||||||
| 0203AB | C002- Engineering | 1 | Lot | NSP | NSP | |||||
| Change Proposal (ECP) | ||||||||||
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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SECTION B — SUPPLIES/SERVICES AND PRICES/COSTS - Option 3
| CLIN | DESCRIPTION | QTY |
UNIT | UNIT PRICE | AMOUNT | |||||
| 0301 | Technical Support to include Program Management, Systems Engineering, Configuration Management, Systems Integration, Sustaining Engineering and Design Support, and Fielding Support in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0301AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0301AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0301AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0302 | Contractor Logistics Support6 for production ISURSS units in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0302AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0302AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0302AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0303 | Contract Data | 1 | Lot | NSP | NSP | |||||
| Requirements List - -(DD Form 1423) | ||||||||||
| 0303AA | D001- Contractor’s | 1 | Lot | NSP | NSP | |||||
| Progress, Status and Management Report | ||||||||||
| 0303AB | D002- Engineering | 1 | Lot | NSP | NSP | |||||
| Change Proposal (ECP) | ||||||||||
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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SECTION B — SUPPLIES/SERVICES AND PRICES/COSTS - Option 4
| CLIN | DESCRIPTION | QTY |
UNIT | UNIT PRICE | AMOUNT | |||||
| 0401 | Technical Support to include Program Management, Systems Engineering, Configuration Management, Systems Integration, Sustaining Engineering and Design Support, and Fielding Support in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0401AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0401AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0401AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0402 | Contractor Logistics Support6 for production ISURSS units in accordance with Section C-1. Total Labor: 10,000 hrs Level of Effort for CLIN. | |||||||||
| 0402AA | 10,000 Hours Maximum* | 10,000 | Hours | $[***] | $[***] | |||||
| 0402AB | Materials/ODC** | 1 | Lot | [***] | [***] | |||||
| $[***] | $[***] | |||||||||
| 0402AC | Travel** | 1 | Lot | [***]$[***] | [***]$[***] | |||||
| 0403 | Contract Data | 1 | Lot | NSP | NSP | |||||
| Requirements List - -(DD Form 1423) | ||||||||||
| 0403AA | E001- Contractor’s | 1 | Lot | NSP | NSP | |||||
| Progress, Status and Management Report | ||||||||||
| 0403AB | E002- Engineering | 1 | Lot | NSP | NSP | |||||
| Change Proposal (ECP) | ||||||||||
* Under SLIN’s 0005AA, 0006AA, 0101AA, 0102AA, 0201AA, 0202AA, 0301AA, 0302AA, 0401AA, and
0402AA, the contractor shall propose and provide one composite labor rate to support the level of
effort listed in Section B. This shall be at a fixed hourly rate with individual tasking to be
determined with individual Task Orders. Each SLIN represents a NTE amount, with no minimum
amounts.
** Values specified for SLIN’s 0005AB, 0005AC, 0006AB, 0006AC, 0101AB, 0101AC, 0102AB, 0102AC,
0201AB, 0201AC, 0202AB, 0202AC, 0301AB, 0301AC, 0302AB, 0302AC, 0401AB, 0401AC, 0402AB, and 0402AC
are for evaluation purposes only, actual amounts may vary with performance requirement. The
specific amounts will be detremined and funded per Task Order.
[END OF SECTION]
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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SECTION C: DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK
C-1 Statement of Work/System Specification
CLINs 0001, 0002, 0003, 0004, 0005, and 0006 and (if and to the extent exercised) Option CLINs
0101, 0102, 0201, 0202, 0301, 0302, 0401, and 0402 shall be performed in accordance with the
Statement of Work (SOW) and the System Specification attached to this solicitation/contract.
C-2 Technical Data
All technical data, under CLIN 0007 and option CLINs 0103, 0203, 0303, and 0403 shall be prepared
and delivered in accordance with the Contreact Data Requirements List (CDRL), DD Form 1423,
(Section J, Attachment 3, of this document.)
[END OF SECTION]
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SECTION D:PACKAGING AND MARKING
D-1 Supply Items
All supplies deliverable under this contract shall be prepared for delivery (Preserved, Packed,
Palletized, and Marked) in acordance with ASTM D 3951-90 and the contractor’s best commercial
practices, so as to preclude damage during transit and ensure safe delivery.
D-2 Marking Instructions
Marking of all deliverables (supplies and technical documentation) shall be in accordance with the
contractor’s best commercial practices, using the latest vesion of MIL STD 129 as guidance.
[END OF SECTION]
D-1
SECTION E: INSPECTION AND ACCEPTANCE
E-1 52.252-2 CONTRACT CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
THIS CONTRACT INCORPORATES THE FOLLOWING REQUIRED CONTRACT CLAUSES BY REFERENCE, WITH THE SAME
FORCE AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT. UPON REQUEST, THE CONTRACTING OFFICER WILL
MAKE THEIR FULL TEXT AVAILABLE.
| FAR NUMBER | TITLE | DATE | ||
52.246-2
|
Inspection of Supplies — Fixed Price | AUG 1996 | ||
52.246-3
|
Inspection of Supplies — Cost-Reimbursement | MAY 2001 | ||
52.246-4
|
Inspeciton of Services — Fixed Price | AUG 1996 | ||
52.246-6
|
Inspection — Time and Material and Labor Hour | MAY 2001 | ||
52.246-16
|
Responsibility for Supplies | APR 1984 |
| DFARS NUMBER | TITLE | |||
252.246-7000
|
Material Inspection and Receiving Report | DEC 1991 |
E-2 Inspection and Acceptance
E-2.1 Inspection and Acceptance — (CLIN 0004)
Government inspection and acceptance of supplies tendered under the above CLINs shall be made at
origin in accordance with the inspection and acceptance clause cited herein. The Project Officer,
his designated representative or the DCMC Representative is responsible for inspection and
acceptance.
E-2.1.1 Inspection and Acceptance — (CLINs 0001, 0002, 0003, 0005 and 0006 and Option CLINs, 0101,
0102, 0201, 0202, 0301, 0302, 0401, and 0402 if and to the extent exercised)
Government inspection and acceptance of supplies and services tendered herein shall be made at
destination in accordance with the inspection and acceptance clause cited herein. The Project
Officer, his designated representative or the DCMC Representative is responsible for inspection and
acceptance.
E-2.2 Inspection and Acceptance — Contract Data Deliverables (CLIN 0007 and Option CLINs 0103,
0203, 0303, and 0403 if and to the extent exercised)
Government inspection and acceptance of Program and Technical Data under the above Option CLINs
shall be made at destination (per the DD Form 1423) in accordance with the inspection and
acceptance clause cited herein. The project officer or his designated representative is
responsible for inspection and acceptance.
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E-2.3 Project Officer
The Project Officer for this contract is Commander, Marine Corps Systems Command, Code IWS Attn:
LtCol Donald S. ruce, 2200 Lester Street, Quantico, Virginia 22134, telephone (703) 432-3634
Inspection and acceptance of contract deliverables are the responsibility of the Project Officer or
his duly authorized representative(s) except as otherwise specified in the contract. Moreover, the
Project Officer serves in a supporting role to the Contracting Officer, providing advice and
expertise on technical issues. However, only the Contracting Officer has the authority to
authorize deviations from the terms and conditions of this contract, including deviations from
statement of work requirements. In the event the contractor does deviate, without written approval
from the Contracting Officer, such deviation shall be at the risk of, and any costs related
thereto, shall be borne by the Contractor.
[END OF SECTION]
E-2
SECTION F: DELIVERIES AND PERFORMANCE
F-1 52.252-2 CONTRACT CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
THIS CONTRACT INCORPORATES THE FOLLOWING REQUIRED CONTRACT CLAUSES BY REFERENCE, WITH THE SAME
FORCE AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT. UPON REQUEST, THE CONTRACTING OFFICER WILL
MAKE THEIR FULL TEXT AVAILABLE.
| FAR NUMBER | TITLE | DATE | ||
52.242-15
|
Stop Work Order (APR 1984) | AUG 1989 | ||
52.242-17
|
Government Delay of Work | APR 1984 | ||
52.247-29
|
F.O.B. Origin | JUN 1988 | ||
52.247-34
|
F.O.B. Destination | NOV 1991 |
| DFAR NUMBER | TITLE | DATE | ||
252.242-7003
|
Application for U.S. Government Shipping Documentation/Instructions | DEC 1991 |
F-2 Delivery Terms
Deliveries shall be made on F.O.B. terms as indicated herein:
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SECTION F — DELIVERIES AND PERFORMANCE- Base
| OPTION | DELIVERY DATE/PERIOD OF | |||||
| ITEM | QTY/UNIT | DESTINATION | PERFORMANCE | |||
0001
|
In accordance with Delivery Order |
FOB Destination, in accordance with delivery order |
In accordance with Delivery Order. See F-4 | |||
0002
|
In accordance with Delivery Order |
FOB Destination, in accordance with delivery order |
In accordance with Delivery Order. See F-4 | |||
0003
|
In accordance with Delivery Order |
FOB Destination, in accordance with delivery order |
In accordance with Delivery Order. See F-4 | |||
0004
|
1/Lot | FOB Origin | No later than 60 days after receipt of order | |||
0005
|
10,000/Hours | FOB Destination, in accordance with delivery order |
Contract award through 12 months | |||
0006
|
10,000/Hours | FOB Destination, in accordance with delivery order |
Contract award through 12 months | |||
0007
|
Per DD Form 1423 | Per DD Form 1423 | Per DD Form 1423 |
SECTION F — DELIVERIES AND PERFORMANCE- OPTION 1
| DELIVERY | ||||||
| OPTION | QTY/ | DATE/PERIOD OF | ||||
| ITEM | UNIT | DESTINATION | PERFORMANCE | |||
0101
|
10,000/Hours | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option | |||
0102
|
10,000/Hours | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option | |||
0103
|
Per DD Form 1423 |
Per DD Form 1423 | Per DD Form 1423 |
SECTION F — DELIVERIES AND PERFORMANCE- OPTION 2
| DELIVERY | ||||||
| OPTION | DATE/PERIOD OF | |||||
| ITEM | QTY/UNIT | DESTINATION | PERFORMANCE | |||
0201
|
10,000/Hours | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option | |||
0202
|
10,000/Hours | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option | |||
0203
|
Per DD Form 1423 | Per DD Form 1423 | Per DD Form 1423 |
SECTION F — DELIVERIES AND PERFORMANCE- OPTION 3
| DELIVERY | ||||||
| DATE/PERIOD OF | ||||||
| OPTION ITEM | QTY/ UNIT | DESTINATION | PERFORMANCE | |||
0301
|
10,000/Hours * | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option | |||
0302
|
10,000/Hours | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option |
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| DELIVERY | ||||||
| DATE/PERIOD OF | ||||||
| OPTION ITEM | QTY/ UNIT | DESTINATION | PERFORMANCE | |||
0303
|
Per DD Form 1423 | Per DD Form 1423 | Per DD Form 1423 |
SECTION F — DELIVERIES AND PERFORMANCE- OPTION 4
| DELIVERY | ||||||
| OPTION | QTY/ | DATE/PERIOD OF | ||||
| ITEM | UNIT | DESTINATION | PERFORMANCE | |||
0401
|
10,000/Hours* | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option | |||
0402
|
10,000/Hours* | FOB Destination, in accordance with delivery order |
For a period of 12 months after exercise of option | |||
0403
|
Per DD Form 1423 |
Per DD Form 1423 | Per DD Form 1423 |
* Each CLIN represents a NTE amount, with no minimum amounts.
F-3 Contract Type
A fixed price Indefinite Delivery/Indefinite Quantity (ID/IQ) is the contract type effective for
the effective period of performance of this contract. Performance shall be made only as authorized
by Delivery Orders issued in accordance with the ordering clause of this contract.
Each Delivery Order will contain, among other information, the date of the order, the order number,
the exact quantity of units to be delivered, delivery or performance date, place of delivery, any
special shipping instructions, pricing, and accounting and appropriation data. The unit price of
each Delivery Order will be determined by the ordering period and the number of units ordered in
accordance with Section B of the contract. Individual orders will be issued using the single price
for the increment that corresponds to the total quantity being purchased on that order for the year
in which the order is placed. Quantities are not cumulative from order to order. The unit price
of each order is determined by the total quantity for that order only, regardless of the previous
number of orders issued or the total of previous quantities ordered. Delivery of units under a
specific Delivery Order shall not be combined with delivery of units under another Delivery Order.
Delivery Orders will incorporate all clauses of the contract.
F-4 Production Item Rate of Delivery (CLINs 0001, 0002, and 0003)
The Government reserves the right to require a rate of up to, but not exceeding 45 air vehicles, 15
GCS and 15 Field Support Kits every thirty (30) calendar days beginning one hundred and twenty
(120) days after issuance of the first Delivery Order for these items.
Deliveries under subsequent Delivery Orders shall begin within ninety (90) calendar days after the
scheduled completion of the previous Delivery Order unless the subsequent order is issued more than
ninety (90) calendar days before the scheduled completion date of the previous order. In such case
deliveries under the subsequent order shall begin within (30) calendar days after the scheduled
completion date of the previous order. When subsequent Delivery Orders are issued after the
scheduled completion date of deliveries under the previous order, deliveries shall begin within
ninety (90) calendar days after issuance of the new order. The rate of delivery in all cases shall
be no more than 45 air vehicles, 15 GCS and 15 Field Support Kits every thirty (30) calendar days.
For any order quantity of less than 45 air vehicles, 15 GCS and 15 Field Support Kits, delivery
shall be for the specified quantity in accordance with the schedule.
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The following chart indicates the anticipated distribution plan (in units):
| Air | ||||||||||||
| Location | Vehicles | GCS | FSK | |||||||||
Camp Pendleton, CA. |
192 | 64 | 64 | |||||||||
Miramar MCAS, CA. |
12 | 4 | 4 | |||||||||
Twenty-Nine Palms, CA. |
84 | 28 | 28 | |||||||||
Norfolk, VA. |
9 | 3 | 3 | |||||||||
Camp Lejeune, NC. |
216 | 72 | 72 | |||||||||
Cherry Point, NC. |
12 | 4 | 4 | |||||||||
Japan |
54 | 18 | 18 | |||||||||
Hawaii |
48 | 16 | 16 | |||||||||
San Bruno, CA |
39 | 13 | 13 | |||||||||
Kansas City, MO. |
39 | 13 | 13 | |||||||||
Worcester, MA. |
39 | 13 | 13 | |||||||||
Fort Worth, TX. |
18 | 6 | 6 | |||||||||
New Orleans, LA. |
6 | 2 | 2 | |||||||||
Mobile, AL. |
3 | 1 | 1 | |||||||||
Kaneohe, HI. |
3 | 1 | 1 | |||||||||
San Diego, CA. |
15 | 5 | 5 | |||||||||
Rochester, NY. |
15 | 5 | 5 | |||||||||
Camp Pendleton, CA. |
12 | 4 | 4 | |||||||||
Baltimore, MD. |
3 | 1 | 1 | |||||||||
San Antonio, TX. |
3 | 1 | 1 | |||||||||
Marietta, GA. |
12 | 4 | 4 | |||||||||
Selfridge, MI |
15 | 5 | 5 | |||||||||
Support Establishment
(Contractor’s Facility) |
177 | 59 | 59 | |||||||||
Total |
1026 | 342 | 342 | |||||||||
F-4
SECTION G: CONTRACT ADMINISTRATION DATA
G-1 POINT OF CONTACTS
a) Contract Administration Office
Contract administration functions (see FAR 42.302, DFAR 242.302) are assigned to:
DCMA VAN Nuys
412 West Broadway, Suite 211
Glendale, CA 91204-1297
412 West Broadway, Suite 211
Glendale, CA 91204-1297
Attn: Connie Vujic, 818-265-0536, Ext 14 or FAX 818-265-1159
Contract administration functions withheld, additional contract administration functions assigned,
or special instructions: NONE
b) Paying Office
The Paying office which will make payments is designated as follows:
DFAS-Columbus Center
DFAS-CO/West Entitlement Operations
PO BOX 182381
Columbus, OH 43218-2381
DFAS-CO/West Entitlement Operations
PO BOX 182381
Columbus, OH 43218-2381
c) Purchasing Office:
The Purchasing Office Point of Contact for this procurement is:
Mr. Jeffrey T. Campbell, Contracting Officer
Commander
Marine Corps Systems Command
Attn: IWS/RR-Jeff Campbell
2200 Lester Street
Quantico, VA 22134
Phone: (703) 432-6017
Marine Corps Systems Command
Attn: IWS/RR-Jeff Campbell
2200 Lester Street
Quantico, VA 22134
Phone: (703) 432-6017
G-2 ACCOUNTING CLASSIFICATION REFERENCE NUMBER (ACRN)
The Accounting Classification Reference Number (ACRN) is the double letter prefix to the long line
accounting classification citation number contained in the accounting data sheet attached to the
contract, or listed below. It is used as a method for tracking expenditures against individual
contract line items. In instances where multiple long line accounting classification numbers are
applicable to single line items, each will be prefixed by a separate ACRN. Each line item, subline
item, task and subtask listed in the schedule or Statement of Work shall have an accounting
classification reference number assigned at the time of award or upon issuance of the task or
delivery order.
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ACRN designations “TA” through “T9” will be utilized to identify accounting classification data on
contract modifications, calls, orders, or work requests under contracts, basic ordering agreements
or blanket purchasing agreements issued by offices other than Marine Corps Systems Command.
The applicable Accounting and Appropriation data are as follows:
As cited on delivery orders.
G-3 Submission of Invoices
G-3.1 5252.232-9000 (NAPS) SUBMISSION OF INVOICES (FIXED PRICE) (JUL 1992)
(a) “Invoice” as used in this clause does not include contractor requests for progress payments.
(b) The contractor shall submit original invoices with copies to the address identified in
the-solicitation/contract award form (SF 26-Block 10; SF 33-Block 23; SF 1447-Block 14), unless
delivery orders are applicable, in which case invoices will be segregated by individual order and
submitted to the address specified in the order (DD 1155-Block 13 or SF 26-Block 10).
(c) The use of copies of the Material Inspection and Receiving Report (MIRR), DD Form 250, as an
invoice is encouraged. DFARS Appendix F-306 provides instructions for such use. Copies of the
MIRR used as an invoice are in addition to the standard distribution stated in DFARS F-401.
(d) In addition to the requirements of the Prompt Payment clause of this contract, the contractor
shall cite on each invoice the contract line item number (CLIN); the contract subline item number
(SLIN), if applicable; the accounting classification reference number (ACRN) as identified on the
financial accounting data sheets, and the payment terms.
(e) The contractor shall prepare:
X
|
a separate invoice for each activity designated to receive the supplies or services. | |
_
|
a consolidated invoice covering all shipments delivered under an individual order. | |
_
|
either of the above. |
(f) If acceptance is at origin, the contractor shall submit the MIRR or other acceptance
verification directly to the designated payment office. If acceptance is at destination, the
consignee (forward acceptance verification to the designated payment office.
* Check applicable procedure.
(End of clause)
G-3.2 5252.232-9001 (NAPS) SUBMISSION OF INVOICES (COST-REIMBURSEMENT, TIME-AND-MATERIALS,
LABOR-HOUR, OR FIXED PRICE INCENTIVE) (JUL 1992)
(a) “Invoice” as used in this clause includes contractor requests for interim payments using public
vouchers (SF 1034) but does not include contractor requests for progress payments under fixed price
incentive contracts.
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(b) The Contractor shall submit invoices and any necessary supporting documentation, in an original
and ___copies, to the contract auditor at the following address:
TBD
unless delivery orders are applicable, in which case invoices will be segregated by individual
order and submitted to the address specified in the order. In addition, an information copy shall
be submitted to TBD
.
Following verification, the contract auditor* will forward the invoice to the designated
payment office for payment in the amount determined to be owing, in accordance with the applicable
payment (and fee) clause(s) of this contract.
(c) Invoices requesting interim payments shall be submitted no more than once every two weeks,
unless another time period is specified in the Payments clause of this contract. For indefinite
delivery type contracts, interim payment invoices shall be submitted no more than once every two
weeks for each delivery order. There shall be a lapse of no more than
___5___calendar days between performance and submission of an interim payment
invoice.
(d) In addition to the information identified in the Prompt Payment clause herein, each invoice
shall contain the following information, as applicable:
| (1) | Contract line item number (CLIN) | |
| (2) | Subline item number (SLIN) | |
| (3) | Accounting Classification Reference Number (ACRN) | |
| (4) | Payment terms | |
| (5) | Procuring activity | |
| (6) | Date supplies provided or services performed | |
| (7) | Costs incurred and allowable under the contract | |
| (8) | Vessel (e.g., ship, submarine or other craft) or system for which supply/service is provided | |
| (e) | A DD Form 250, “Material Inspection and Receiving Report”, |
X is required with each invoice submittal.
is required only with the final invoice.
is not required.
(f) A Certificate of Performance
** shall be provided with each invoice submittal.
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is not required.
(g) The Contractor’s final invoice shall be identified as such, and shall list all other invoices
(if any) previously tendered under this contract.
(h) Costs of performance shall be segregated, accumulated and invoiced to the appropriate ACRN
categories to the extent possible. When such segregation of costs by ACRN is not possible for
invoices submitted with CLINS/SLINS with more than one ACRN, an allocation ratio shall be
established in the same ratio as the obligations cited in the accounting data so that costs are
allocated on a proportional basis.
(End of clause)
G-4 Additional Distribution of Invoices
Copies of all invoices and/or DD Form 250s shall be provided to the Procuring Contracting
Office, Project Officer, and Administrative Contract Office, each identified above in paragraph
G-1.
G-5 Post-Award Orientation Conference
(1) A Post-Award Orientation Conference shall be conducted within thirty (30) days after contract
award with representation by the contractor, cognizant Contract Administration Office, and U.S.
Marine Corps. The Administrative Contracting Officer (ACO) will act as chairperson. The Post
Award Orientation Conference shall be conducted at the offeror(s) selected for award’s facility as
provided by FAR 42.5, at no additional cost to the Government. In no event shall the Post-Award
Orientation Conference constitute grounds for excusable delay by the contractor in performance of
any provision in the contract. [END OF SECTION]
G-4
SECTION H: SPECIAL CONTRACT REQUIREMENTS
H-1 Contractor Notice Regarding Late Delivery
In the event that the contractor, for any reason, anticipates or encounters difficulty in complying
with the contract delivery schedule or date, or in meeting any of the other requirements of the
contract, they shall immediately notify the Administrative and Procuring Contracting Officers (ACO
and PCO) in writing, providing all of the pertinent details. This data shall be informational only
in character and its receipt by the Government shall not be construed as a waiver by the Government
of (i) any delivery schedule or date, (ii) compliance with any other contract requirement by the
contractor, or (iii) any other rights or remedies belonging to the Government under law or
otherwise under this contract.
H-2 Incorporation of Representations and Certifications by Reference
All representations and certifications and other written statements made by the contractor in
response to SECTION K of the solicitation or at the request of the contracting officer, incident to
the award of the contract or modification of this contract, are hereby incorporated by reference
with the same force and effect as if they were given in full text.
H-3 Contract Changes
H-3.1 No order, statement, or conduct of Government personnel who might visit the contractor’s
facility or in any other manner communicate with contractor personnel during the performance of
this contract shall constitute a change under the “Changes” clause of this contract.
H-3.2 No understanding or agreement, contract modification, change order, or other matter deviating
from or constituting an alteration or change of the terms of the contract shall be effective or
binding upon the Government unless formalized by contractual documents executed by the contracting
officer or his or her designated representative.
H-3.3 The Contracting Officer is the only person authorized to approve changes in any of the
requirements of this contract and, notwithstanding provisions contained elsewhere in the contract,
the said authority remains solely with the Contracting Officer. In the event that the contractor
effects any change at the direction of any person other than the Contracting Officer, the change
will be considered to have been made without authority at the contractor’s expense, and no
adjustment shall be made in the contract price or other contract terms and conditions as
consideration for the aforementioned unauthorized change. Further, should the unauthorized change
be to the Government’s detriment, the contractor may be held financially responsible for its
correction.
H-4. Reserved
H-5 Responsibility in Subcontracting
The contractor shall provide the technology processes, test procedures, data, drawings, and/or
other information required to facilitate competition to the fullest extent feasible, and assure
performance by selected subcontractors. The contractor will be fully responsible for assuring that
all appropriate contractual provisions and clauses are passed down to its subcontractors, and that
those provisions are enforced.
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H-6 Central Contractor Registration
All offerors must ensure that they are registered in the Central Contractor Registration. This is
mandatory for award of any Government contract. To register, please go on-line to
http:/ccr.edi.disa.mil.
H-7 Exercise of Options
Options shall be exercised in accordance with FAR 52.217-7 OPTION FOR INCREASED QUANTITY-SEPARATELY
PRICED LINE ITEM (MAR 1989), and the Procuring Contracting Officer (PCO) shall exercise on or
before the date provided below:
| Option Item | PCO shall exercise on or before: | |
0101 through 0103
|
On or before 12 months after contract award | |
0201 through 0203
|
On or before 24 months after contract award | |
0301 through 0303
|
On or before 36 months after contract award | |
0401 through 0403
|
On or before 48 months after contract award |
H-8 EVOLUTIONARY UPGRADES
This solicitation does not include CLINs for the evolutionary upgrades anticipated to fully meet
the user’s needs as the requirements for the system become clearer over time. Upgrades such as an
infrared camera, a new GPS subsystem, and improved communications equipment are envisioned. It is
not appropriate, at this time, to establish CLINs for these requirements since specific mission
roles must be further defined. When final definition of these specific mission roles and spares
has been completed, the Government reserves the right to negotiate with the contractor for the
purpose of a sole source acquisition and incorporate the acquisition as part of this contract, by
modification, or establish a separate contract document, whichever is appropriate.
H-9 FIRM FIXED PRICE TASK ORDERS (CLINs 0005 and 0006 and Option CLINs, 0101, 0102, 0201, 0202,
0301, 0302, 0401, and 0402 if and to the extent exercised)
A Firm Fixed Price Task Order provides for a price that is not subject to any adjustments on the
basis of the contractor’s cost experience in performing the Task Order. Firm Fixed Priced Task
Orders shall be priced in accordance with the rate schedule contained in Section B. The rates in
Section B are loaded to include all indirect rates and profit. At the time the order is placed,
these rates shall be used to establish the price of the order.
H-10 TIME AND MATERIAL TASK ORDERS (CLINs 0005 and 0006 and Option CLINs, 0101, 0102, 0201, 0202,
0301, 0302, 0401, and 0402 if and to the extent exercised)
Time and Material (T&M) Task Orders shall be priced in accordance with the rates in Section B to
establish a ceiling price. The rates in Section B are fully loaded to include all indirect rates
plus profit. At the time the order is placed, these rates together with Other Direct Costs and
travel, shall be used to establish a ceiling amount for the order.
H-11 ORDERING PROCEDURES FOR TASK ORDERS (CLINs 0005 and 0006 and Option CLINs, 0101, 0102, 0201,
0202, 0301, 0302, 0401, and 0402 if and to the extent exercised)
For each proposed Technical Support and Contractor Logistics Support order (i.e. Task Order), the
Contracting Officer will provide the contractor with a task request letter and Statement of Work
(SOW)
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detailing the effort to be accomplished. Accordingly, the contractor will be required to submit a
proposal to the Contracting Officer detailing the type of order preferred, the amount and mix of
labor hours and, if applicable, the associated “other direct costs” and travel required to complete
the specified task. After submission of the contractor’s proposal and supporting documentation, if
applicable, the contractor and the Contracting Officer shall negotiate a bilateral order finalizing
the price (i.e. the labor hours and other direct costs) and delivery requirements.
H-12 Reserved
[END OF SECTION]
H-3
SECTION I: CONTRACT CLAUSES
I-1 52.252-2 CONTRACT CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
THIS CONTRACT INCORPORATES THE FOLLOWING REQUIRED CONTRACT CLAUSES BY REFERENCE, WITH THE SAME
FORCE AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT. UPON REQUEST, THE CONTRACTING OFFICER WILL
MAKE THEIR FULL TEXT AVAILABLE.
Also, the full text of a clause may be accessed electronically at these addresses:
http://www.arnet.gov/far/ or http://farsite.hill.af.mil/
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES/PROVISIONS
| NUMBER | TITLE | DATE | ||
52.202-1
|
Definitions | DEC 2001 | ||
52.203-3
|
Gratuities | APR 1984 | ||
52.203-5
|
Covenant Against Contingent Fees | APR 1984 | ||
52.203-6
|
Restrictions on Subcontractor Sales to the Government | JUL 1995 | ||
52.203-7
|
Anti-Kickback Procedures | JUL 1995 | ||
52.203-8
|
Cancellation, Recission, and Recovery of Funds for Illegal or Improper Activity | JAN 1997 | ||
52.203-10
|
Price or Fee Adjustment for Illegal or Improper Activity | JAN 1997 | ||
52.203-12
|
Limitation on Payments to Influence Certain Federal Transactions | JUN 1997 | ||
52.204-2
|
Security Requirements | AUG 1996 | ||
52.204-4
|
Printed or Copied Double-sided on Recycled Paper | AUG 2000 | ||
52.209-6
|
Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment |
JUL 1995 | ||
52.211-5
|
Material Requirements | AUG 2000 | ||
52.211-15
|
Defense Priority and Allocation Req. | SEP 1990 | ||
52.215-2
|
Audit and Records — Negotiation | JUN 1999 | ||
52.215-8
|
Order of Precedence – Uniform Contract Format | OCT 1997 | ||
52.215-11
|
Price Reduction for Defective Cost or Pricing Data-Modifications | OCT 1997 | ||
52.215-13
|
Subcontractor Cost or Pricing Data — Modifications | OCT 1997 | ||
52.215-14
|
Integrity of Unit Prices — Alt I (1997 OCT) | OCT 1997 | ||
52.215-15
|
Pension Adjustments and Asset Reversions | DEC 1998 | ||
52.215.18
|
Reversion or Adjustment of Plans for Post-retirement Benefits (PRB) Other Than Pensions | OCT 1997 | ||
52.215-19
|
Notification of Ownership Changes | OCT 1997 | ||
52.217-7
|
Option for Increased Quantity — Separately Priced Line Item | MAR 1989 | ||
52.219-6
|
Notice of Total Small Business Set-Aside | JUL 1996 | ||
52.219-16
|
Liquidated Damages — Subcontracting Plan | JAN 1999 | ||
52.222-1
|
Notice to the Government of Labor Disputes | FEB 1997 | ||
52.222-20
|
Walsh-Healey Public Contracts Act | DEC 1996 | ||
52.222-21
|
Prohibition of Segregated Facilities | FEB 1999 | ||
52.222-26
|
Equal Opportunity | APR 2002 |
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| NUMBER | TITLE | DATE | ||
52.222-35
|
Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans | DEC 2001 | ||
52.222-36
|
Affirmative Action for Workers with Disabilities | JUN 1998 | ||
52.222-37
|
Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans | DEC 2001 | ||
52.223-6
|
Drug Free Workplace | MAR 2001 | ||
52.223-14
|
Toxic Chemical Release Reporting | OCT 2000 | ||
52.225-8
|
Duty Free Entry | FEB 2000 | ||
52.225-13
|
Restrictions on Certain Foreign Purchases | JUL 2000 | ||
52.226-1
|
Utilization of Indian Organizations and Indian-Owned Economic Enterprises | JUN 2000 | ||
52.227-1
|
Authorization and Consent | JUL 1995 | ||
52.227-2
|
Notice and Assistance Regarding Copyright Infringement | AUG 1996 | ||
52.227-10
|
File of Patent Application — classified Subject Matter | APR 1984 | ||
52.230-2
|
Cost Accounting Standards | APR 1998 | ||
52.230-6
|
Administration of Cost Accounting Standards | NOV 1999 | ||
52.232-1
|
Payments | APR 1884 | ||
52.232-7
|
Payments Under Time and Material and Labor Hour Contracts | MAR 2000 | ||
52.232-11
|
Extras | APR 1984 | ||
52.232-16
|
Progress Payments Alt. I (MAR 2000) | FEB 2002 | ||
52.232-17
|
Interest | JUN 1996 | ||
52.232-23
|
Assignment of Claims | JAN 1986 | ||
52.232-25
|
Prompt Payment | FEB 2002 | ||
52.232-33
|
Payment by Electronic Funds Transfer — Central Contractor Registration | MAY 1999 | ||
52.232-34
|
Payment by Electronic Funds — Other than Central Contractor Registration |
MAY 1999 | ||
52.233-1
|
Disputes, Alt. I (DEC 1991) | JUL 2002 | ||
52.233-2
|
Service of Protest | AUG 1996 | ||
52.233-3
|
Protest After Award | AUG 1996 | ||
52.234-1
|
Industrial Resources Developed Under Defense Production Act Title III | DEC 1994 | ||
52.242-1
|
Notice of Intent to Disallow Costs | APR 1984 | ||
52.242-2
|
Prod. Progress Reports | APR 1991 | ||
52.242-3
|
Penalty for Unallowable Costs | MAR 2001 | ||
52.242-12
|
Report of Shipment (REPSHIP) | JUL 1995 | ||
52.242-13
|
Bankruptcy | JUL 1995 | ||
52.243-1
|
Changes — —Fixed Price | AUG 1987 | ||
52.243-2
|
Changes — —Cost Reimbursement | AUG 1987 | ||
52.243-3
|
Changes-Time and Material or Labor Hours | SEP 2000 | ||
52.243-6
|
Change Order Accounting | APR 1984 | ||
52.243-7
|
Notification of Changes | APR 1984 | ||
52.244-2
|
Subcontracts Alt. I (AUG 1998) | AUG 1998 | ||
52.244-5
|
Competition in Subcontracting | DEC 1996 |
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| NUMBER | TITLE | DATE | ||
52.244-6
|
Subcontracting for Commercial Items | MAY 2002 | ||
52.245-19
|
Government Property Furnished “As Is” | APR 1984 | ||
52.248-1
|
Value Engineering | FEB 2000 | ||
52.246-24
|
Limitation of Liability — High Value Items | FEB 1997 | ||
52.247-58
|
Loading Blocking and Bracing of Freight | APR 1984 | ||
52.247-63
|
Preference for US-Flag Air Carriers | JAN 1997 | ||
52.247-64
|
Preference for Privately Owned U.S.- Flag Commercial Vessels, Alt. I (APR 1984) | JUN 2000 | ||
52.249-2
|
Termination for Convenience of the Government (Fixed-Price) | SEP 1996 | ||
52.249-8
|
Default (Fixed-Price Supply & Service) | APR 1984 | ||
52.249-14
|
Excusable Delays | APR 1984 | ||
52.251-1
|
Government Supply Sources | APR 1984 | ||
52.253-1
|
Computer Generated Forms | JAN 1991 |
II. DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS) (48 CFR CHAPTER 2) CLAUSES/PROVISIONS
| NUMBER | TITLE | DATE | ||
252.201-7000
|
Contracting Officer’s Representative | DEC 1991 | ||
252.203-7001
|
Prohibition on Persons Convicted of Fraud or Other Defense Contract Related Felonies | MAR 1999 | ||
252.203-7002
|
Display of DoD Hotline Poster | DEC 1991 | ||
252.204-7000
|
Disclosure of Information | DEC 1991 | ||
252.204.7002
|
Payment for Subline Items Not Separately Priced | DEC 1992 | ||
252.204.7003
|
Control of Government Personnel Work | APR 1992 | ||
252.204.7004
|
Required Central Contractor Registration | NOV 2001 | ||
252.204-7005
|
Oral Attestation of Security Responsibilities | NOV 2001 | ||
252.205-7000
|
Provision of Information to Cooperative Agreement Holders | DEC 1991 | ||
252.209-7000
|
Acquisitions from Subcontractors Subject to On-Site Inspection Under the Intermediate-Range Nuclear Forces (INF) Treaty | NOV 1998 | ||
252.209-7001
|
Disclosure of Ownership or Control by the Government of a Terrorist Country | MAR 1998 | ||
252.209-7002
|
Disclosure of Ownership or Control by a Foreign Government | SEP 1994 | ||
252.209-7004
|
Subcontracting with Firms That Are Owned or Controlled by the Government of a Terroritst Country | MAR 1998 | ||
252.215-7000
|
Pricing Adjustment | DEC 1991 | ||
252.215-7002
|
Cost Estimating System Requirements | OCT 1998 | ||
252.217-7023
|
Marking | DEC 1991 | ||
252.223-7004
|
Drug-Free Work Force | SEP 1988 | ||
252.223-7006
|
Prohibition on Storage and Disposal of Toxic and Hazardous Materials | APR 1993 | ||
252.225-7002
|
Qualifying Country Sources as Subcontractors | DEC 1991 | ||
252.225-7007
|
Buy American Act-Trade Agreements-Balance of Payments Program | SEP 2001 | ||
252.225-7008
|
Supplies to be Accorded Duty-Free Entry | MAR 1998 | ||
252.225-7009
|
Duty-Free Entry — Qualifying Country Supplies — (End Products and Components) | AUG 2000 | ||
252.225-7010
|
Duty Free Entry—Add’l Provisions | AUG 2000 | ||
252.225-7012
|
Preference for Certain Domestic Commodities | APR 2002 |
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| NUMBER | TITLE | DATE | ||
252.225-7014
|
Preference for Domestic Specialty Metals | MAR 1998 | ||
252.225-7015
|
Preference for Domestic Hand or Measuring Tools | DEC 1991 | ||
252.225-7026
|
Reporting of Contract Performance Outside the United States | JUN 2000 | ||
252.225-7031
|
Secondary Arab Boycott of Israel | JUN 1992 | ||
252.225-7036
|
Buy American Act—North American Free Trade Agreement Implementation Act—Balance of Payments Program | MAR 1998 | ||
252.227-7013
|
Rights in Tech Data — Non Commercial Items | NOV 1995 | ||
252.227-7014
|
Rights in Noncommercial Computer Software and Noncommercial Computer Software | JUN 1995 | ||
252.227-7015
|
Technical Data — Commercial Items | NOV 1995 | ||
252.227-7016
|
Rights in Bid or Proposal Information | JUN 1995 | ||
252.227-7019
|
Validation of Asserted Restrictions — Computer Software | JUN 1995 | ||
252.227-7030
|
Tech Data — Withholding of Payment | MAR 2000 | ||
252.227-7032
|
Rights in Technical Data and Computer Software (Foreign) | JUN 1975 | ||
252.227-7036
|
Declaration of Tech Data Conformity | JAN 1997 | ||
252.227-7037
|
Valid. of Restr. Markings on Tech. Data | SEP 1999 | ||
252.231-7000
|
Supplemental Cost Principles | DEC 1991 | ||
252.235-7003
|
Frequency Authorization Alt. I | DEC 1991 | ||
252.235-7010
|
Acknowledgment of Support and Disclaimer | MAY 1995 | ||
252.236-7000
|
Modification Proposals — Price Breakdown | DEC 1991 | ||
252.242-7000
|
Postaward Conference | DEC 1991 | ||
252.243-7001
|
Pricing of Contract Modifications | DEC 1991 | ||
252.243-7002
|
Request for Equitable Adjustments | MAR 1998 | ||
252.246-7000
|
Material Inspection and Receiving Report | DEC 1991 | ||
252.246-7001
|
Warranty of Data | DEC 1991 | ||
252.247-7023
|
Transportation of Supplies by Sea | MAY 2002 | ||
252.251-7000
|
Ordering From Government Supply Sources | OCT 2002 |
1-2 QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (DFARS 252.225-7002)(DEC 1991)
Subject to the restrictions in Section 225.872 of the Defense FAR Supplement, the contractor shall
not preclude qualifying country sources and U.S. sources from competing for subcontracts under
this contract.
(End of Clause)
1-3 SUPPLIES TO BE ACCORDED DUTY FREE ENTRY (DFARS 252.225-7008)(MAR 1998 )
In accordance with Paragraph (a) of the Duty-Free Entry clause and/or paragraph (b) of the
Duty-Free Entry — Qualifying Country End Products and Supplies clause of this contract, the
following supplies are accorded Duty-Free Entry:
1-4 FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 1997)
(a) Definitions.
“Agency,” as used in this clause, means executive agency as defined in 2.101.
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“Covered Federal action,” as used in this clause, means any of the following Federal actions:
| (a) | The awarding of any Federal contract. | |
| (b) | The making of any Federal grant. | |
| (c) | The making of any Federal loan. | |
| (d) | The entering into of any cooperative agreement. |
(e) The extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
“Indian tribe” and “tribal organization,” as used in this clause, have the meaning provided in
section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B) and
include Alaskan Natives.
“Influencing or attempting to influence,” as used in this clause, means making, with the intent to
influence, any communication to or appearance before an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with any covered Federal action.
“Local government,” as used in this clause, means a unit of government in a State and, if
chartered, established, or otherwise recognized by a State for the performance of a governmental
duty, including a local public authority, a special district, an intrastate district, a council of
governments, a sponsor group representative organization, and any other instrumentality of a local
government.
“Officer or employee of an agency,” as used in this clause, includes the following individuals who
are employed by an agency:
(a) An individual who is appointed to a position in the Government under title 5, United States
Code, including a position under a temporary appointment.
(b) A member of the uniformed services, as defined in subsection 101(3), title 37, United States
Code.
(c) A special Government employee, as defined in section 202, title 18, United States Code.
(d) An individual who is a member of a Federal advisory committee, as defined by the Federal
Advisory Committee Act, title 5, United States Code, appendix 2.
“Person,” as used in this clause, means an individual, corporation, company, association,
authority, firm, partnership, society, State, and local government, regardless of whether such
entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal
organization, or any other Indian organization with respect to expenditures specifically permitted
by other Federal law.
“Reasonable compensation,” as used in this clause, means, with respect to a regularly employed
officer or employee of any person, compensation that is consistent with the normal compensation for
such officer or employee for work that is not furnished to, not funded by, or not furnished in
cooperation with the Federal Government.
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“Reasonable payment,” as used in this clause, means, with respect to professional and other
technical services, a payment in an amount that is consistent with the amount normally paid for
such services in the private sector.
“Recipient,” as used in this clause, includes the Contractor and all subcontractors. This term
excludes an Indian tribe, tribal organization, or any other Indian organization with respect to
expenditures specifically permitted by other Federal law.
“Regularly employed,” as used in this clause, means, with respect to an officer or employee of a
person requesting or receiving a Federal contract, an officer or employee who is employed by such
person for at least 130 working days within 1 year immediately preceding the date of the submission
that initiates agency consideration of such person for receipt of such contract.
An officer or employee who is employed by such person for less than 130 working days within 1 year
immediately preceding the date of the submission that initiates agency consideration of such person
shall be considered to be regularly employed as soon as he or she is employed by such person for
130 working days.
“State,” as used in this clause, means a State of the United States, the District of Columbia, the
Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or
instrumentality of a State, and multi-State, regional, or interstate entity having governmental
duties and powers.
(b) Prohibitions.
(1) Section 1352 of title 31, United States Code, among other things, prohibits a recipient of a
Federal contract, grant, loan, or cooperative agreement from using appropriated funds to pay any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
with any of the following covered Federal actions: the awarding of any Federal contract; the
making of any Federal grant; the making of any Federal loan; the entering into of any cooperative
agreement; or the modification of any Federal contract, grant, loan, or cooperative agreement.
(2) The Act also requires Contractors to furnish a disclosure if any funds other than Federal
appropriated funds (including profit or fee received under a covered Federal transaction) have been
paid, or will be paid, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of
a Member of Congress in connection with a Federal contract, grant, ban, or cooperative agreement.
(3) The prohibitions of the Act do not apply under the following conditions:
(i) Agency and legislative liaison by own employees.
(A) The prohibition on the use of appropriated funds, in subparagraph (b)(1) of this clause, does
not apply in the case of a payment of reasonable compensation made to an officer or employee o4f a
person requesting or receiving a covered Federal action if the payment is for agency and
legislative liaison activities not directly related to a covered Federal action.
(B) For purposes of subdivision (b)(3)(i)(A) of this clause, providing any information specifically
requested by an agency or Congress is permitted at any time.
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(C) The following agency and legislative liaison activities are permitted .at any time where they
are not related to a specific solicitation for any covered Federal action:
(1) Discussing with an agency the qualities and characteristics (including individual
demonstrations) of the person’s products or services, conditions or terms of sale, and service
capabilities.
(2) Technical discussions and other activities regarding the application or adaptation of the
person’s products or services for an agency’s use.
(D) The following agency and legislative liaison activities are permitted where they are prior to
formal solicitation of any covered Federal action—
(1) Providing any information not specifically requested but necessary for an agency to make an
informed decision about initiation of a covered Federal action;
(2) Technical discussions regarding the preparation of an unsolicited proposal prior to its
official submission; and
(3) Capability presentations by persons seeking awards from an agency pursuant to the provisions of
the Small Business Act, as amended by Pub. L. 95-507, and subsequent amendments.
(E) Only those services expressly authorized by subdivision (b)(3)(i)(A) of this clause are
permitted under this clause.
(ii) Professional and technical services.
(A) The prohibition on the use of appropriated funds, in subparagraph (b)(1) of this clause, does
not apply in the case of—
(1) A payment of reasonable compensation made to an officer or employee of a person requesting or
receiving a covered Federal action or an extension, continuation, renewal, amendment, or
modification of a covered Federal action, if payment is for professional or technical services
rendered directly in the preparation, submission, or negotiation of any bid, proposal, or
application for that Federal action or for meeting requirements imposed by or pursuant to law as a
condition for receiving that Federal action.
(2) Any reasonable payment to a person, other than an officer or employee of a person requesting or
receiving a covered Federal action or an extension, continuation, renewal, amendment, or
modification of a covered Federal action if the payment is for professional or technical services
rendered directly in the preparation, submission, or negotiation of any bid, proposal, or
application for that Federal action or for meeting requirements imposed by or pursuant to law as a
condition for receiving that Federal action. Persons other than officers or employees of a person
requesting or receiving a covered Federal action include consultants and trade associations.
(B) For purposes of subdivision (b)(3)(ii)(A) of this clause, “professional and technical services”
shall be limited to advice and analysis directly applying any professional or technical discipline.
For example, drafting of a legal document accompanying a bid or proposal by a lawyer is allowable.
Similarly, technical advice provided by an engineer on the performance or operational capability
of a piece of equipment rendered directly in thenegotiation of a contract is allowable. However,
communications with the intent to influence made by a professional (such as a licensed lawyer) or a
technical person (such as a licensed accountant) are not allowable under this section unless they
provide advice and analysis directly applying their professional or technical expertise and unless
the advice or
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Interim Small Unit Remot Scouting System
|
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MARCORSYSCOM |
analysis is rendered directly and solely in the preparation, submission or negotiation of a covered
Federal action. Thus, for example, communications with the intent to influence made by a lawyer
that do not provide legal advice or analysis directly and solely related to the legal aspects of
his or her client’s proposal, but generally advocate one proposal over another are not allowable
under this section because the lawyer is not providing professional legal services. Similarly,
communications with the intent to influence made by an engineer providing an engineering analysis
prior to the preparation or submission of a bid or proposal are not allowable under this section
since the engineer is providing technical services but not directly in the preparation,,
submission or negotiation of a covered Federal action.
(C) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award
include those required by law or regulation and any other requirements in the actual award
documents.
(D) Only those services expressly authorized by subdivisions (b)(3)(ii)(A)(1) and (2) of this
clause are permitted under this clause.
(E) The reporting requirements of FAR 3.803(a) shall not apply with respect to payments of
reasonable compensation made to regularly employed officers or employees of a person.
(c) Disclosure.
(1) The Contractor who requests or receives from an agency a Federal contract shall file with that
agency a disclosure form, OMB standard form LLL, Disclosure of Lobbying Activities, if such person
has made or has agreed to make any payment using nonappropriated funds (to include profits from any
covered Federal action), which would be prohibited under subparagraph (b)(1) of this clause, if
paid for with appropriated funds.
(2) The Contractor shall file a disclosure form at the end of each calendar quarter in which there
occurs any event that materially affects the accuracy of the information contained in any
disclosure form previously filed by such person under subparagraph (c)(1) of this clause. An event
that materially affects the accuracy of the information reported includes—
(i) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for
influencing or attempting to influence a covered Federal action; or
(ii) A change in the person(s) or individual(s) influencing or attempting to influence a covered
Federal action; or
(iii) A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to
influence a covered Federal action.
(3) The Contractor shall require the submittal of a certification, and if required, a disclosure
form by any person who requests or receives any subcontract exceeding $100,000 under the Federal
contract.
(4) All subcontractor disclosure forms (but not certifications) shall be forwarded from tier to
tier until received by the prime Contractor. The prime Contractor shall submit all disclosures to
the Contracting Officer at the end of the calendar quarter in which the disclosure form is
submitted by the subcontractor. Each subcontractor certification shall be retained in the
subcontract file of the awarding Contractor.
(d) Agreement. The Contractor agrees not to make any payment prohibited by this clause.
(e) Penalties.
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(1) Any person who makes an expenditure prohibited under paragraph (a) of this clause or who fails
to file or amend the disclosure form to be filed or amended by paragraph (b) of this clause shall
be subject to civil penalties as provided for by 31 U.S.C. 1352. An imposition of a civil penalty
does not prevent the Government from seeking any other remedy that may be applicable.
(2) Contractors may rely without liability on the representation made by their subcontractors in
the certification and disclosure form.
(f) Cost allowability. Nothing in this clause makes allowable or reasonable any costs which would
otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the
requirements in this clause will not be made allowable under any other provision.
1-5 FAR 52.216-18 ORDERING (OCT 1995)
(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of
delivery orders or task orders by the individuals or activities designated in the Schedule. Such
orders may be issued from date of contract through no later than 5 years after contract award.
(b) All delivery orders or task orders are subject to the terms and conditions of this contract.
In the event of conflict between a delivery order or task order and this contract, the contract
shall control.
(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits
the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce
methods only if authorized in the Schedule.
(End of Clause)
1-6 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)
(a) Minimum order. When the Government requires supplies or services covered by this contract in
an amount of less than one, the Government is not obligated to purchase, nor is the Contractor
obligated to furnish, those supplies or services under the contract.
(b) Maximum order. The Contractor is not obligated to honor —
(1) Any order for a single item in excess of 1,026;
(2) Any order for a combination of items in excess of 1,710; or
(3) A series of orders from the same ordering office within 365 days that together call for
quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.
(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection
52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a
part of any one requirement from the Contractor if that requirement exceeds the maximum-order
limitations in paragraph (b) of this section.
(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order
exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned
to the ordering office within _5___days after issuance, with written notice stating the
Contractor’s intent not to
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ship the item (or items) called for and the reasons. Upon receiving this notice, the Government
may acquire the supplies or services from another source.
(End of Clause)
1-7 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)
(a) This is an indefinite-quantity contract 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 contract.
(b) Delivery or performance shall be made only as authorized by orders issued in accordance with
the Ordering clause. The Contractor shall furnish to the Government, 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.” The Government shall order at least the quantity of supplies or services
designated in the Schedule as the “minimum.”
(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule,
there is no limit on the number of orders that may be issued. The Government may issue orders
requiring delivery to multiple destinations or performance at multiple locations.
(d) Any order issued during the effective period of this contract and not completed within that
period shall be completed by the Contractor within the time specified in the order. The contract
shall govern the Contractor’s and Government’s rights and obligations with respect to that order to
the same extent as if the order were completed during the contract’s effective period; provided,
that the Contractor shall not be required to make any deliveries under this contract after no later
than 5 years after contract award.
(End of Clause)
I-10
SECTION J: LIST OF ATTACHMENTS
Attachment (1):
|
Statement of Work | |
Attachment (2):
|
System Specification, with Attachment A — Airborne Equipment Container | |
Attachment (3):
|
Contract Data Requirements Lists (DD Form 1423) A001, A002, A003, A004, A005, A006, B001, B002, 0001, C002, D001, D002, E001, and E002. | |
Attachment (4):
|
Incorporated by reference: AeroVironment Inc., Final Technical Proposal, dated 3 October 2003, on Solicitation M67854-03-R-1012 |
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Statement of Work
for
Interim Small Unit Remote
Scouting System
(ISURSS)
for
Interim Small Unit Remote
Scouting System
(ISURSS)
Prepared by
Marine Corps Systems Command
Marine Corps Systems Command
ATTACHMENT 1 — ISURRS SOW
|
18 December 2002 | |
M67854-03-R-1012 |
Table of Contents
| 1.0 | SCOPE | 3 | ||||||||||||||||
| 1.1 | Program Background. | 3 | ||||||||||||||||
| 1.1.1 | Overview. | 3 | ||||||||||||||||
| 1.1.2 | System Description. | 3 | ||||||||||||||||
| 1.1.3 | Acquisition Strategy. | 3 | ||||||||||||||||
| 2.0 | Guidance Documents | 3 | ||||||||||||||||
| 3.0 | Requirements | 4 | ||||||||||||||||
| 3.1 | General. | 4 | ||||||||||||||||
| 3.2 | Program Management. | 4 | ||||||||||||||||
| 3.2.1 | Program Planning. | 4 | ||||||||||||||||
| 3.2.2 | Control. | 4 | ||||||||||||||||
| 3.3 | Systems Engineering (SE). | 4 | ||||||||||||||||
| 3.3.1 | Data Management. | 5 | ||||||||||||||||
| 3.3.2 | System Safety and Health. | 5 | ||||||||||||||||
| 3.3.3 | Warranty. | 5 | ||||||||||||||||
| 3.3.4 | Reliability Program. | 5 | ||||||||||||||||
| 3.3.5 | Acceptance Test Procedures. | 5 | ||||||||||||||||
| 3.3.6 | Quality Management System. | 6 | ||||||||||||||||
| 3.4 | Configuration Management. | 6 | ||||||||||||||||
| 3.4.1 | Engineering Drawings. | 6 | ||||||||||||||||
| 3.4.2 | Baseline Management. | 6 | ||||||||||||||||
| 3.4.3 | Configuration Control. | 6 | ||||||||||||||||
| 3.4.3.1 | Engineering Change Proposals (ECPs). | 6 | ||||||||||||||||
| 3.4.4 | Configuration Audits. | 6 | ||||||||||||||||
| 3.4.4.1 | Physical Configuration Audit (PCA). | 6 | ||||||||||||||||
| 3.5 | System Integration. | 7 | ||||||||||||||||
| 3.6 | Sustaining Engineering and Design Support. | 7 | ||||||||||||||||
| 3.7 | Contractor Logistics Support (CLS). | 7 | ||||||||||||||||
| 3.7.1 | Maintenance Concept. | 7 | ||||||||||||||||
| 3.7.2 | Packaging, Handling, Storage and Transportation (PHS&T). | 8 | ||||||||||||||||
| 3.7.3 | Supply Support. | 8 | ||||||||||||||||
| 3.7.3.1 | Initial Spares. | 9 | ||||||||||||||||
| 3.7.4 | Post Deployment Software Support. | 9 | ||||||||||||||||
| 3.8 | Fielding Support. | 9 | ||||||||||||||||
| 3.9 | Meetings, Formal Reviews, Conferences, and Audits. | 9 | ||||||||||||||||
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M67854-03-R-1012 |
1.0 SCOPE
1.1 Program Background.
1.1.1 Overview.
This Statement of Work (SOW) defines the effort required for the production of Dragon Eye (DE)
unmanned air vehicles (UAVs), Ground Control Station (GCS) and Field Support Kit. The document
also includes planning for technical support and contractor logistics support of the fielded
systems. (See Section 3.0 for details regarding technical and logistics support.)
1.1.2 System Description.
The following is a definition of “one” ISURSS as it is known today. In accordance with the
government’s evolutionary acquisition strategy, the USMC expects the definition to change as the
system evolves and matures. The definition is for informational purposes only. An ISURSS consists
of:
| • | three (3) Dragon Eye air vehicles, each with an interchangeable payload nose containing a color daylight imager and an interchangeable payload nose containing a monochrome low light imager and three (3) Modular Lightweight Load-Carrying (MOLLE) vest-compatible backpack storage containers (for carrying the previous items); | ||
| • | one (1) Ground Control Station (GCS) with a laptop computer, communications control box, cables, two bungee launchers and one (1) Field Support Kit . |
1.1.3 Acquisition Strategy.
The Interim Small Unit Remote Scouting System (ISURSS) is an evolutionary acquisition program that
provides Marine Corps small unit maneuver and support Commanders with real-time tactical and
reconnaissance/surveillance information. The DE UAV was selected as the vehicle to meet the
operational requirements of the ISURSS air vehicle. ISURSS will transition into SURSS consistent
with the program’s evolutionary acquisition strategy. The SURSS ORD describes time-phased
requirements that incrementally incorporate block upgrades for improved performance of the system
every two years. Each block upgrade (an increment in capability) will have its own levels of
required capabilities established by the Fleet. Block changes to the baseline DE system design
will be made through the Engineering Change Proposal (ECP) process. The Government will approve
ECPs for block upgrades in performance or logistics supportability. The ECP process will be driven
by the maturation of technologies and the evolving needs of the owning units.
2.0 Guidance Documents
The following table identifies guidance documents that may serve as references for performing the
contract.
| Current Reference | Revision Date | Title | ||
IEEE 1220
|
System Engineering Principles | |||
MIL-HDBK-61A
|
30 Sep 1997 | Configuration Management | ||
MIL-HDBK-881
|
2 Jan 1998 | Work Breakdown Structure | ||
MIL-STD-882D
|
10 Feb 2000 | System Engineering Principles | ||
MIL-DTL-3100B
|
14 Dec 2001 | Technical Data Packages | ||
MCSC Draft Document
|
TBD | DE Acquisition Logistics Support Plan |
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3.0 Requirements
3.1 General.
The work required by this contract shall be performed in accordance with the System Specification
and this SOW. The contractor shall provide technical support including, but not limited to,
program management, systems engineering, configuration management, systems integration, sustaining
engineering and design support, fielding support, and contractor logistics support to ensure that
delivery schedules, performance requirements and overall supportability of ISURSS is accomplished
as set forth in the SOW and system specification. Details on these tasks are provided below (see
paragraphs 3.2 to 3.8.) The contractor shall propose and provide one composite labor rate to
support the level of effort listed in Section B. This shall be at a fixed hourly rate with
individual tasking to be determined with individual task orders.
3.2 Program Management.
A Program Manager shall be identified to serve as the principal representative of the contractor
throughout the contract performance period. This individual shall coordinate with the Marine Corps
Systems Command (MCSC) DE Program Manager for all activities related to successful performance of
the contract, including coordination of financial management issues, schedules, hardware
deliveries, interface with Marine Corps logistics activities, and conduct of appropriate meetings
and reviews with government personnel. At all times, the contractor’s Program Manager shall have
the responsibility for ensuring overall contract performance. The contractor shall establish and
maintain a management structure to accomplish program planning, scheduling and control. The
contractor shall provide data to support the Government’s budget planning effort to include but not
be limited to contractor logistics support, program management and procurement costs.
(DI-MGMT-80227, Contractor’s Progress, Status and Management Report)
3.2.1 Program Planning.
The contractor shall plan for and establish processes to meet the program’s requirements throughout
the period of performance. The contractor shall ensure that the administration, manning,
engineering, financial management and other tasks are accomplished such that the system’s basic
requirements and performance improvements anticipated in the evolutionary upgrade strategy of DE
are met.
3.2.2 Control.
The contractor shall identify its management team to the Government. The contractor shall notify
the Government of any changes regarding authority, responsibility, or key personnel changes made by
the contractor during the period of performance. This notification shall be provided to the
Government within ten working days after the effective date of the change.
3.3 Systems Engineering (SE).
The contractor shall establish and maintain a systems engineering program throughout the production
and deployment phases of the program. The SE efforts will use research and design to ensure that
new system requirements are incorporated into the baseline design to meet the technical
specifications of new block upgrades to the system. The contractor shall integrate reliability,
maintainability, safety, survivability, human engineering, environmental safety and health,
corrosion prevention, spectrum supportability and other such factors into the total engineering
effort to meet cost, schedule, supportability and technical performance objectives. The contractor
shall participate in quarterly program reviews and program
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Integrated Product Teams (IPTs). The contractor shall develop a Contract Work Breakdown Structure.
(DI-MGMT-81334, Contract Work Breakdown Structure)
3.3.1 Data Management.
The contractor shall establish a system for management of all data required under this contract.
The system shall include facilities for storage of all data developed or used for this contract,
and shall provide unlimited access to data by the Government. The contractor shall ensure all data
is available for Government review. The Government reserves the right to review all data
associated with and developed for ISURSS.
3.3.2 System Safety and Health.
The contractor shall establish a safety and health program to identify, evaluate, reduce, or
eliminate unacceptable hazards in accordance with section A.4 of MIL-STD-882D. The contractor
shall document the mishap risk being assumed by the managing activity in a Safety Assessment Report
(SAR). (DI-SAFT-80102B, Safety Assessment Report (SAR)) The contractor shall update the SAR in
conjunction with changes to the system design if such changes impact system safety. An acceptable
hazard is defined as a hazard having a mishap risk assessment value between 10 and 20 as defined in
Table A-III of MIL-STD-882D.
3.3.3 Warranty.
The contractor shall propose a warranty program sufficient to support the operational profile of
the platform (e.g., mission, reliability, maintenance, etc.). The contractor shall include
Original Equipment Manufacturer warranty provisions in his program. Duration and limitations of
the warranty, provisions for extended warranty, and other evidence of the quality of product design
and customer service shall be addressed. Warranty provisions shall include contractor costs
related to time and travel as well as procedures for execution of a warranty program. If the
correction of defects by the contractor during the warranty period requires a change to the
engineering drawings (see paragraph 3.4.1), the contractor shall revise the drawings to reflect the
change. The contractor will serve as the intermediary between Marine Corps units and
sub-contracted vendors on warranty issues related to COTS components of the ISURSS. Warranty
labels will be used on the laptop computer to differentiate the laptops as ISURSS assets to be
maintained by the ISURSS (DE prime) contractor. The labels should identify the ISURSS contractor’s
administrative point of contact for all work under the warranty.
3.3.4 Reliability Program.
The contractor shall establish and maintain a Reliability Program to ensure ISURSS meets the
reliability standards set forth in the system specification. A process to collect component
reliability data shall be established to record the status of equipment throughout the life of the
components. The program shall encompass all aspects of reliability with respect to design,
selection of components, reliability predictions, and testing (if conducted). The reliability
program shall demonstrate effective execution for the contractor’s approach as provided in the
contract. The contractor shall provide to the Government, progress on achieving increased
reliability during program review meetings.
3.3.5 Acceptance Test Procedures.
Within fifteen (15) days after contract award, and before beginning production, the contractor
shall propose acceptance test procedures for Government approval. The procedures shall be updated
by the Contractor as changes to the baseline system occur.
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3.3.6 Quality Management System.
The Contractor’s quality management system shall ensure product conformation to contractual
requirements. The Contractor shall make available all quality management documentation for the
Government to review upon request.
3.4 Configuration Management.
Using MIL-HDBK-61 for guidance, the contractor shall implement a configuration management program
for the control of all configuration documentation, hardware and software comprising ISURSS. At a
minimum, the contractor’s configuration management program shall consist of configuration
identification, configuration control, configuration status accounting, and configuration audits.
3.4.1 Engineering Drawings.
The Contractor shall update engineering support phase drawings to fully define the DE system.
(DI-SESS-81002B, Developmental Drawings and Associated Lists). These drawings shall be used as the
engineering data for procuring, controlling, and using materials, parts, and assemblies, whether
produced in-house or vendor-supplied. These drawings shall also be used for the manufacture,
assembly, inspection, testing, and configuration management of the materials, parts, modules,
subassemblies, and assemblies of the equipment covered by this contract.
3.4.2 Baseline Management.
The baseline is established at the acceptance of the Physical Configuration Audit report
documenting the functional and physical characteristics of the DE system. The baseline will be
verified by the Government after successful completion of the PCA.
3.4.3 Configuration Control.
The contractor shall implement configuration control methods and procedures that maintain the
integrity and traceability of the established baseline. Changes to established baselines shall
only be made after Government approval of the ECP.
3.4.3.1 Engineering Change Proposals (ECPs).
After the baseline is established, proposed changes to the DE system must be submitted as an
engineering change proposal. (DI-CMAN-80639C, Engineering Change Proposal (ECP)) Major engineering
changes shall be submitted to the Government for approval or disposition. A major engineering
change is defined as a change that would affect or impact any of the following factors outside of
limits or tolerances stated in the contract or performance specification: performance, RAM,
survivability, weight, balance, safety-environmental-health, supportability, interchangeability,
electromagnetic profile or interface.
3.4.4 Configuration Audits.
3.4.4.1 Physical Configuration Audit (PCA).
The Government and the contractor shall conduct the PCA using the first production DE air
vehicles and ground control stations. The PCA shall verify the engineering drawings reflect the
production configuration of existing and all newly developed or modified portions of the system.
The PCA includes a detailed review of engineering drawings, specifications and other referenced
data used in the production
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of the ISURSS equipment. The contractor shall document the results of the PCA after the audit and
shall correct all audit discrepancies identified in the Configuration Audit Summary Report.
(DI-CMAN-81022C (PCA) – Configuration Audit Summary Report (Physical)) The contractor shall also
produce a completed package of validated documents, forms and recommendations to the Government.
3.5 System Integration.
The contractor is responsible for integrating the hardware and software products, subsystems and
components, and systems engineering processes into a total system. The contractor shall establish
and maintain a program that integrates all system components and related technical parameters to
ensure compatibility of all physical, functional and program interfaces in a manner that optimizes
the total system design. The contractor shall be responsible for acquiring all system components
(i.e. autopilots, software seats and laptop computers) and integrating such components into the
subsystems (the air vehicle and ground control station) such that hardware delivered to the field
is ready for flight operations.
3.6 Sustaining Engineering and Design Support.
The contractor shall engineer and design future modifications and performance upgrades to ISURSS.
Such support might include assistance with refining mission roles, field
support for test and evaluation, detailed performance analysis, resolution of technical
problems and failure remedies. Assistance with battery certification, flight clearance revisions
and frequency spectrum requirements may also be required.
3.7 Contractor Logistics Support (CLS).
The contractor shall propose, establish, and maintain a logistics support program that ensures
ISURSS complies with the operational readiness and supportability requirements in the system
specification. The contractor shall propose and provide one composite labor rate to support the
level of effort listed in Section B. This entry shall be at a fixed hourly rate with individual
tasking to be determined with individual task orders. The contractor shall appoint a leader for
the Logistics IPT. Support shall be provided for all systems fielded to the Government (including
those assets deployed worldwide). CLS is required during peacetime and wartime and shall be
provided from initial fielding through disposal of the system. All maintenance and repair not
identified as an organizational responsibility in paragraph 3.7.1 shall be the responsibility of
the ISURSS contractor. CLS also includes the following: replenishment of consumables and
reparables, maintenance float and failure and trend analysis. The contractor shall also provide
technical assistance for ISURSS system hardware and software (see also paragraph 3.7.4 on PDSS).
This assistance shall be available initially during normal business hours through the telephone and
intemet but may be expanded to continuous service during emergency conditions as defined by the
Government. Contractor technical representatives shall advise and make recommendations to
Government personnel with respect to operation, maintenance, repair, and parts supply for the
equipment furnished under this contract. Within two years of initial fielding, the contractor
shall establish an automated interface to support the Defense Logistics Agency’s supply system and
the Defense Finance and Accounting Service’s invoice and billing system.
3.7.1 Maintenance Concept.
DE will be supported by a three level (organizational, intermediate, and depot) maintenance concept
with a mix of organic and contractor logistics support for the life of the system. Organic
maintenance is performed by Marines at the organizational (and perhaps the intermediate) level(s)
as driven by readiness requirements and organic capability. Initially, organizational maintenance
shall consist of simple tasks performed by the operator before each mission and at intervals
recommended by the prime contractor.
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The DE technical manual will list complete maintenance tasks and procedures. Intermediate
maintenance will consist of a system and/or component direct exchange function performed by the
Force Service Support Group.(FSSG) or service support element of the Marine Air Ground Task Force
(MAGTF). The contractor shall provide Depot maintenance and all support beyond the capabilities of
organic units as stated below.
The contractor shall establish and maintain a support infrastructure aligned with, and fully
supportive of, the Marine Corps’ maintenance concept for ISURSS. (The contractor may refer to the
DE Acquisition Logistics Support Plan for additional details.) The ISURSS maintenance concept is
defined below:
| • | Organizational Level Maintenance. Organizational level maintenance includes inspection, inventory, cleaning, and performance of operational test procedures. It also includes basic airframe maintenance, limited removal and replacement of system components, repair of cables and loose connections, rechargeable battery maintenance, and general fault diagnostics of the ground control station (GCS) using manufacturer provided software. Hardware requiring maintenance beyond these tasks will be returned to the contractor for repair. | ||
| • | Intermediate Level Maintenance. Intermediate level maintenance will consist of a system and/or component direct exchange function between the owning unit and the contractor. | ||
| • | Depot Level Maintenance. Depot level maintenance shall consist of repairing ISURSS subsystem, components and circuit card assemblies. Repaired items shall either be placed back in service or readied for reissue. The Contractor shall perform the acceptance test procedures (see paragraph 3.3.5) on repaired items prior to reissue. The contractor shall dispose of non-repairable components. |
The contractor shall document the maintenance procedures, tasks and processes to perform
maintenance on all components of the DE system. The contractor shall also assist the Program
Office in transitioning maintenance tasks from the CLS to the USMC organizational and intermediate
level maintenance units as ISURSS matures. Such support may include development of technical data
and training processes and procedures.
3.7.2 Packaging, Handling, Storage and Transportation (PHS&T).
The contractor shall develop and provide packaging and shipping materials for ISURSS and its
reparable components for delivery and exchange of the hardware with the owning units. The
contractor shall provide point-to-point delivery of ISURSS components to intermediate level
maintenance activities supporting owning units.
3.7.3 Supply Support.
Supply support shall include forward positioning and delivery of ISURSS spare and replacement parts
and components to installations and activities throughout the world (as set forth in delivery
instructions), as well as provisions for supporting operations during wartime. Current
operational requirements establish shipment of replacement parts/components within seventy-two (72)
hours response time from the contractor’s receipt of notification for service. Weekend days are
included in the 72-hour window. The contractor shall provide 7 day 24 hour points of contact,
telephone numbers and e-mail addresses for owning units to request support. The Government
reserves the right to implement a priority delivery system to meet contingency requirements during
the life of the contract. Beginning with receipt of initial delivery quantities, the contractor
shall establish the capability to expand the scope of support as additional quantities are fielded.
Quantities of spare parts shall be reviewed by the logistics IPT and adjusted to support
readiness, availability and maintenance goals established in the System Specification.
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The contractor shall be the source of supply for all DE systems, consumables and reparable items.
The contractor shall be responsible for ensuring parts and service delivery, quality of all
products, and compliance with the agreed upon terms of service.
3.7.3.1 Initial Spares.
The contractor’s proposal shall contain a list of the recommended spare parts to support
initial fielding of the DE systems. Initial spares include reparable and consumable parts and
components needed to fill the supply pipeline to support DE fielding.
3.7.4 Post Deployment Software Support.
The contractor shall propose a software support plan that allows for development and modification
of the system software based on readiness issues and the evolving needs of the owning units. At a
minimum, this plan shall include procedures to correct software deficiencies, provide for new or
revised operator and maintenance routines, and eliminate unused features. The Government
anticipates that a new version of the system software will be released annually. The contractor
shall establish a help desk function, available during normal business hours. The Government
reserves the right to request expansion of this contractor provided capability in response to
operational needs. System software changes will be formally boarded through the CCB with follow-on
actions to include but not limited to: software update distributions, backward compatibility,
review of training materials, etc.
3.8 Fielding Support.
As an integral part of the fielding team during system deployment, the contractor’s representative
will brief the contractor’s logistics support capabilities and procedures, and will provide the
unit the contractor’s points of contact. If required, the contractor will provide a technical
representative to assist training teams fielding new versions of the system software. The
contractor shall provide a technical interface to the Government’s training manager to support the
development of training materials for the baseline design and future changes to the system. The
contactor shall identify a representative to participate on the Training IPT. The contractor will
review the accuracy of operator and maintenance manuals and will propose changes in accordance with
hardware or software revisions.
3.9 Meetings, Formal Reviews, Conferences, and Audits.
The contractor shall plan, host, attend, coordinate, and support the meetings, formal reviews,
conferences, and audits (hereinafter called “reviews”) described below. The reviews shall be
conducted at both government and contractor facilities. Reviews requiring demonstration and/or
examination of equipment shall be conducted at the contractor’s facility. All such reviews shall
be included in the program schedule and may be held concurrently with the Government’s approval.
The contractor shall prepare agendas and conference presentation materials, and provide minutes and
reports following each review. The Government reserves the right to cancel any review or to
require any review to be scheduled or rescheduled at critical points during the period of
performance. Action item documentation, assignment of responsibility for completion and due dates
shall be determined prior to adjournment of all reviews. A summary of all action items,
responsible party, and estimated completion date shall be included with the minutes.
| • | Post Award Conference. A post award conference shall be held at the contractor’s facility within 30 days after contract award. The purpose of this review is for the contractor to review and demonstrate to the Government the management procedures, provide progress assessments, review of technical and other specialty area status, and to establish schedule |
- 9 -
ATTACHMENT 1 — ISURRS SOW
|
18 December 2002 | |
M67854-03-R-1012 |
| dates for near term critical meetings/actions. The contractor shall present the management team, identify key personnel, and outline program implementation processes. | |||
| • | Integrated Product Team (IPT) Meetings. On the average of once every three months, or at the discretion of the Government, various IPTs shall meet to review program progress. The meetings shall be held at times and places mutually agreed to. At a minimum, the agendas shall provide for status reporting, analysis of problem areas, evaluation of schedules and proposed changes to the program. Open agenda items shall be assigned to a contractor or Government team member for action. Each assigned action item shall have a completion date and the action officer shall provide the status of action at subsequent meetings. | ||
| • | Program Reviews. At least semi-annually, a review of the program will be conducted to discuss programmatic issues and status. |
- 10 -
Exhibit 10.17
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
| AWARD/CONTRACT |
1. | This Contract Is A Rated Order | 4 | Rating | Page 1 Of 100 | |||||||||||||
| Under DPAS (15 CFR 700) | DOA1 | |||||||||||||||||
| 2. | Contract (Proc. Inst. Ident.) No. | 3. | Effective Date | 4. | Requisition/Purchase Request/Project No. | |||||||||||||
| W58RGZ-05-C-0338 | 2005AUG15 | TM 0080 06 |
||||||||||||||||
| 5. | Issued By | Code | W58RGZ | 6. | Administered By (If Other Than Item 5) | Code | S0512A | |||||||||||
| US ARMY AVIATION & MISSILE COMMAND | DCMA LOS ANGELES | |||||||||||||||||
| AMSAM-AC-CM-A | PO BOX 9608 | |||||||||||||||||
| MICHAEL DWYER (256) 313-4182 | MISSION HILLS CA 91346-9608 | |||||||||||||||||
| REDSTONE ARSENAL AL 35898-5280 | ||||||||||||||||||
| e-mail address: MICHAEL.DWYER@PEOAVN.REDSTONE.ARMY.MIL | SCD A | PAS NONE | ADP PT HQ0339 | |||||||||||||||
| 7. | Name And Address Of Contractor (No. Street, City, County, State and Zip Code) | 8. | Delivery | |||||||||||||||
| AEROVIRONMENT INC. | o FOB Origin x Other (See Below) SEE SCHEDULE | |||||||||||||||||
| 181 W Huntington Drive, Suite 202 | 9. | Discount For Prompt Payment | ||||||||||||||||
| Monrovia, CA 91016-3456 | ||||||||||||||||||
| 10. | Submit Invoices | Item | ||||||||||||||||
| (4 copies unless otherwise specified) To The Address Shown In: 4 |
12 | |||||||||||||||||
Code
|
60107 | Facility Code | ||||||||||||||||
11.
|
Ship To/Mark For | Code | 12. | Payment Will Be Made By | Code | HQ0339 | ||||||||||
| SEE SCHEDULE | DFAS-COLUMBUS CENTER | |||||||||||||||
| WEST ENTITLEMENT OPERATIONS | ||||||||||||||||
| P. O. BOX 182381 | ||||||||||||||||
| COLUMBUS OH 43218-2381 | ||||||||||||||||
| 1-800-756-4571 / FAX 614-693-2267 | ||||||||||||||||
| 13. | Authority For Using Other Full And Open Competition: | 14. | Accounting And Appropriation Data | |||||||||||||
| o 10 U.S.C. 2304(c)( ) | o 41 U.S.C. 253(c)( ) | SEE SECTION G |
||||||||||||||
15A. Item No. |
15B. Schedule Of Supplies/Services | 15C. Quantity | 15D. Unit | 15E. Unit Price | 15F. Amount | |||||
SEE SCHEDULE
|
CONTRACT TYPE: | KIND OF CONTRACT: | ||||||||
| Firm-Fixed-Price | System Acquisition Contracts | |||||||||
| Cost-Plus-Incentive-Fee | Supply Contracts and Priced Orders | |||||||||
| Contract Expiration Date: 2010DEC31 | 15G. Total Amount Of Contract | 4 | $[***] | |||||||
| 16. Table Of Contents |
||||||||||
(X)
|
Section | Description | Page(s) | (X) | Section | Description | Page(s) | ||||||||||||||||||
| Part I — The Schedule |
Part II — Contract Clauses | ||||||||||||||||||||||||
x
|
A | Solicitation/Contract Form | 1 | x | I | Contract Clauses | 75 | ||||||||||||||||||
| x | B | Supplies or Services and Price/Costs | 7 | Part III — List Of Documents, Exhibits And Other Attachments | |||||||||||||||||||||
| C | Description/Specs./Work Statement | x | J | List Of Attachments | 100 | ||||||||||||||||||||
| x | D | Packaging and Marking | 56 | Part IV — Representations And Instructions | |||||||||||||||||||||
x
|
E | Inspection and Acceptance | 57 | K | Representations, Certifications and | ||||||||||||||||||||
x
|
F | Deliveries or Performance | 58 | Other Statements of Offerors | |||||||||||||||||||||
x
|
G | Contract Administration Data | 59 | L | Instrs., Conds., and Notices to Offerors | ||||||||||||||||||||
x
|
H | Special Contract Requirements | 61 | M | Evaluation Factors for Award | ||||||||||||||||||||
| Contracting Officer Will Complete Item 17 Or 18 As Applicable |
|||||||||||||||||||||||||
17. o Contractor’s Negotiated Agreement
(Contractor is required to sign this document and
return ___ copies to issuing office.)
Contractor agrees to furnish and deliver all
items or perform all the services set forth or
otherwise identified above and on any
continuation sheets for the consideration stated
herein. The rights and obligations of the parties
to this contract shall be subject to and governed
by the following documents: (a) this
award/contract, (b) the solicitation, if any, and
(c) such provisions, representations,
certifications, and specifications, as are
attached or incorporated by reference herein.
(Attachments are listed herein.)
|
18. x Award (Contractor is not required to sign this
document.) Your offer on Solicitation Number
W58RGZ05R0382 , including the additions or changes
made by you which additions or changes are set forth in full
above, is hereby accepted as to the items listed above and on
any continuation sheets. This award consummates the contract
which consists of the following documents: (a) the
Government’s solicitation and your offer, and (b) this
award/contract. No further contractual document is necessary. |
|
19A. Name And Title Of Signer (Type Or Print)
|
20A. Name Of Contracting Officer |
|
19B. |
Name of Contractor | 19C. Date Signed | 20B. |
United States Of America | 20C. Date Signed | |||||
By
|
By | SIGNED REPRINT | ||||||||
| (Signature of person authorized to sign) | (Signature of Contracting Officer) | |||||||||
| NSN 7540-01-152-8069 | 26-106 | Standard Form 26 (REV. 4-85) | ||
| PREVIOUS EDITIONS UNUSABLE | GPO : 1985 0 — 478-632 | Prescribed by GSA-FAR (48 CFR) 53.214(a) |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| CONTINUATION SHEET | Reference No. of Document Being Continued |
Page 2 of 100 | ||||||||
| PIIN/SIIN | W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||||||
SECTION A SUPPLEMENTAL INFORMATION
THE FOLLOWING MODIFICATIONS HAVE BEEN INCORPORATED
P00001
P00002
P00003
P00004
P00005
P00006
P00007
P00002
P00003
P00004
P00005
P00006
P00007
| CONTINUATION SHEET | Reference No. of Document Being Continued |
Page 3 of 100 | ||||||||
| PIIN/SIIN | W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||||||
SECTION A — SUPPLEMENTAL INFORMATION
A-1. FULL PERFORMANCE ON THIS CONTRACT WILL REQUIRE ACCESS TO INFORMATION AND OR
EQUIPMENT THAT IS NOT RELEASEABLE TO FOREIGN PARTICIPANTS.
*** END OF NARRATIVE A 001 ***
A-1 PURSUANT TO FEDERAL ACQUISITION REGULATION 17.207 AND SPECIAL PROVISION H-8 THIS
MODIFICATION HEREBY UNILATERALLY EXERCISES THE OPTIONS AS SHOWN BELOW:
| CLIN | DESCRIPTION | VALUE | ||||
0002
|
LOW RATE INITIAL PRODUCTION (QUANTITY 10 EACH) | $[***] | ||||
0002AA
|
FUNDING, LRIP QUANTITY OF FIVE EACH | |||||
0002AB
|
FUNDING, LRIP QUANTITY OF FIVE EACH | |||||
0003AA
|
CONTRACTOR / DT TEST | $[***] | ||||
0004
|
ENGINEERING SERVICES | $[***] | ||||
0004AA
|
FUNDING, ENGINEERING SERVICES | |||||
0004AB
|
FUNDING, ENGINEERING SERVICES | |||||
0005
|
ACCOUNTING FOR CONTRACT SERVICES | $[***] | ||||
0006AA
|
LOGISTICS SUPPORT | $[***] | ||||
0007AA
|
TRAINING | $[***] | ||||
0008
|
INITIAL SPARES (QUANTITY TO SUPPORT 10 LRIP SYSTEMS) | $[***] | ||||
0008AA
|
FUNDING, INITIAL SPARES | |||||
1008AB
|
FUNDING, INITIAL SPARES | |||||
0009
|
DATA OPTION FOR CLINE 2-8 | $[***] | ||||
| TOTAL | $[***] |
A-2 ANY EFFORT PERFORMED AS REQUIRED BY CLINS 0003AA, 0004AA, 0004AB, 0005, 0006AA AND 0007AA
SHALL ONLY BE IN SUPPORT OF THE FIVE SUAV SYSTEMS PROCURED UNDER SLIN 0002AA SINCE THESE SLINS
ARE FUNDED WITH RESEARCH, DEVELOPMENT, TESTING AND ENGINEERING FUNDS (RDT&E).
A-3 AS A RESULT OF THIS ACTION THE TOTAL CONTRACT VALUE IS INCREASED BY $[***] FROM $[***] TO $[***]
A-4 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT.
*** END OF NARRATIVE A 002 ***
A-1 THE PURPOSE OF P0002 IS TO CHANGE THE CAGE CODE AND ADDRESS FOR THE SUPPLIER.
A-2 THIS MODIFICATION IS ISSUED AT NO CHANGE IN CONTRACT VALUE.
A-3 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT
*** END OF NARRATIVE A 003 ***
A-1 THE PURPOSE OF P0003 IS TO CORRECT THE ORIGINAL SOW, DSL, AND CDRLs PROVIDED TO THE SUPPLIER
AND TO EXTEND THE PERIOD OF PERFORMANCE FOR CLIN 0003AA.
A-2 THE FOLLOWING ATTACHMENT AND EXHIBIT ARE REPLACED IN THEIR ENTIRETY:
| ATTACHMENT 12, | THE STATEMENT OF WORK; | |||
| ATTACHMENT 10, | DOCUMENT SUMMARY LIST; | |||
| EXHIBIT A, | DD FORM 1423A CONTRACT DATA REQUIREMENTS LIST. |
A-3 THE PERIOD OF PERFORMANCE FOR THE FOLLOWING CLINs IS CHANGED AS SHOWN BELOW:
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| CONTINUATION SHEET | Reference No. of Document Being Continued |
Page 4 of 100 | ||||||||
| PIIN/SIIN | W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||||||
| CLIN | AS READS | CHANGED TO READ | ||||||
| 0003AA | 28 DEC 05 | 30 Sep 06. |
A-4 THIS MODIFICATION IS ISSUED AT NO CHANGE IN CONTRACT VALUE.
A-5 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT
*** END OF NARRATIVE A 004 ***
A-1 THE PURPOSE OF P0004 IS TO EXERCISE AND FULLY FUND THE PRICED OPTIONS FOUND AT CLINs: 0012; 0013; 0014; AND 0016.
A-2 THE PERIOD OF PERFORMANCE WILL BE FOR ONE YEAR.
A-3 THIS CONTRACT ACTION ADDS $11,471,430 TO THE CONTRACT RAISING THE TOTAL VALUE FROM $[***] TO
$[***].
A-4 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT.
*** END OF NARRATIVE A 005 ***
A-1 The purpose of P0005 is to add the shipping instructions.
A 2 The contractor shall ship-in-place and then prepare for shipment to the address shown below,
for all deliverables to include, but not limited to: systems, spares, and repaired or reworked
systems or spares, for all CLINs; unless otherwise directed in writing by the Contracting
Officer:
USA AMCOM/UAVS
ATTN: Raven Team (DSN 318 838-1045)
Sapper Ave
LSA Anaconda
Balad, Iraq (W9115T)
ATTN: Raven Team (DSN 318 838-1045)
Sapper Ave
LSA Anaconda
Balad, Iraq (W9115T)
A-3 This contract action is issued at no change in contract value.
A-4 All other terms and conditions remain unchanged and in full effect.
*** END OF NARRATIVE A 006 ***
A-1 The purpose of this modification (P0006) it to add revision 001 of the DD Form 254 to the contract as attachment A0015.
A-2 This change is issued at no change in contract value.
A-3 All other terms and conditions remain unchanged.
*** END OF NARRATIVE A 007 ***
A-1 The purpose of P0007 is to exercise and fund the priced options found at CLINs: 0010 and 0015.
A-2 The narrative title for CLINs 00010 and 00015 are renamed LRIP II Production Units and LRIP II Initial Spares Packages; respectively.
A-3 SubCLINs 00010AA and 00015AA are renamed LRIP II Production Units and LRIP II Initial Spares
Packages; respectively. The quantity and delivery schedule are as shown below:
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| CONTINUATION SHEET | Reference No. of Document Being Continued |
Page 5 of 100 | ||||||||
| PIIN/SIIN | W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||||||
| CLIN | Release | Quantity | Ship Date | |||||||
00010AA
|
1 | 7 | 09SEP06 | |||||||
00010AA
|
2 | 7 | 29SEP06 | |||||||
00010AA
|
3 | 7 | 13OCT06 | |||||||
00010AA
|
4 | 8 | 27OCT06 | |||||||
00010AA
|
5 | 8 | 10NOV06 | |||||||
00010AA
|
6 | 8 | 24NOV06 | |||||||
00010AA
|
7 | 8 | 08DEC06 | |||||||
00010AA
|
8 | 8 | 22DEC06 | |||||||
00010AA
|
9 | 8 | 12JAN07 | |||||||
00010AA
|
10 | 8 | 26JAN07 | |||||||
00010AA
|
11 | 8 | 09FEB07 | |||||||
00010AA
|
12 | 8 | 23FEB07 | |||||||
00010AA
|
13 | 7 | 09MAR07 | |||||||
00010AA
|
14 | 6 | 23MAR07 | |||||||
| CLIN | Release | Quantity | Ship Date | |||||||
00015AA
|
1 | 7 | 09SEP06 | |||||||
00015AA
|
2 | 7 | 29SEP06 | |||||||
00015AA
|
3 | 7 | 13OCT06 | |||||||
00015AA
|
4 | 8 | 27OCT06 | |||||||
00015AA
|
5 | 8 | 10NOV06 | |||||||
00015AA
|
6 | 8 | 24NOV06 | |||||||
00015AA
|
7 | 8 | 08DEC06 | |||||||
00015AA
|
8 | 8 | 22DEC06 | |||||||
00015AA
|
9 | 8 | 12JAN07 | |||||||
00015AA
|
10 | 8 | 26JAN07 | |||||||
00015AA
|
11 | 8 | 09FEB07 | |||||||
00015AA
|
12 | 8 | 23FEB07 | |||||||
00015AA
|
13 | 7 | 09MAR07 | |||||||
00015AA
|
14 | 6 | 23MAR07 | |||||||
A-4 SubCLINs 00010AB and 00015AB are SOCOM LRIP II Production units and LRIP II Initial Spares
Packages. The quantity and delivery schedule are as shown below:
| CLIN | Release | Quantity | Ship Date | |||||||
00010AB
|
1 | 5 | 14JUL06 | |||||||
00010AB
|
2 | 5 | 28JUL06 | |||||||
00010AB
|
3 | 5 | 11AUG06 | |||||||
00010AB
|
4 | 5 | 25AUG06 | |||||||
00010AB
|
5 | 10 | 09SEP06 | |||||||
00010AB
|
6 | 10 | 29SEP06 | |||||||
00010AB
|
7 | 10 | 130CT06 | |||||||
00010AB
|
8 | 9 | 27OCT06 | |||||||
00010A3
|
9 | 9 | 10NOV06 | |||||||
00010AB
|
10 | 9 | 24NOV06 | |||||||
00010AB
|
11 | 9 | 08DEC06 | |||||||
00010AB
|
12 | 9 | 22DEC06 | |||||||
00010AB
|
13 | 9 | 12JAN07 | |||||||
00010AB
|
14 | 9 | 26JAN07 | |||||||
00010AB
|
15 | 9 | 09FEB07 | |||||||
00010AB
|
16 | 9 | 23FEB07 | |||||||
00010AB
|
17 | 7 | 09MAR07 | |||||||
00010AB
|
18 | 7 | 23MAR07 | |||||||
| CLIN | Release | Quantity | Ship Date | |||||||
00015AB
|
1 | 5 | 14JUL06 | |||||||
00015AB
|
2 | 5 | 20JUL06 | |||||||
00015AB
|
3 | 5 | 11AUG06 | |||||||
00015AB
|
4 | 5 | 25AUG06 | |||||||
00015AB
|
5 | 10 | 09SEP06 | |||||||
| CONTINUATION SHEET | Reference No. of Document Being Continued |
Page 6 of 100 | ||||||||
| PIIN/SIIN | W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||||||
00015AB
|
6 | 10 | 29SEP06 | |||||||
00015AB
|
7 | 10 | 13OCT06 | |||||||
00015AB
|
8 | 9 | 27OCT06 | |||||||
00015AB
|
9 | 9 | 10NOV06 | |||||||
00015AB
|
10 | 9 | 24NOV06 | |||||||
00015AB
|
11 | 9 | 08DEC06 | |||||||
00015AB
|
12 | 9 | 22DEC06 | |||||||
00015AB
|
13 | 9 | 12JAN07 | |||||||
00015AB
|
14 | 9 | 26JAN07 | |||||||
00015AB
|
15 | 9 | 09FEB07 | |||||||
00015AB
|
16 | 9 | 23FEB07 | |||||||
00015AB
|
17 | 7 | 09MAR07 | |||||||
00015AB
|
18 | 7 | 23MAR07 |
A-5 This contract action adds $[***] to the contract raising the total value from $[***] to
$[***].
A-6 All other terms and conditions remain unchanged and in full effect.
*** END OF NARRATIVE A 008 ***
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 7 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||||
| SECTION B — SUPPLIES OR SERVICES AND PRICES/COSTS | ||||||||||||||||||||
| 0001 | SYSTEM CAPABILITIES DEMONSTRATION (SCD) | |||||||||||||||||||
| SECURITY CLASS) Unclassified | ||||||||||||||||||||
| 0001AA | SYSTEM CAPABILITIES DEMONSTRATION (SCD) | 1 | LO | $ [***] | ||||||||||||||||
| NOUN: PERFORM SCD | ||||||||||||||||||||
| PRON: 9U4SU4CCD9 PRON AMD: 01 ACRN: AA | ||||||||||||||||||||
| AMS CD: 643747C0900 | ||||||||||||||||||||
| Contractor shall perform In Accordance With (IAW) | ||||||||||||||||||||
| System’s Capabilities Demonstration (SCD) | ||||||||||||||||||||
| Statement of Work(SOW) as contained in Attachment 001, during the period of 28 Aug 2005 thru 03 Sept 2005) | ||||||||||||||||||||
| (End of narrative B001) |
||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||
| INSPECTION: Destination ACCEPTANCE: Destination | ||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||||||||
| 001 | 1 | 15-OCT-2005 | ||||||||||||||||||
| $ [***] | ||||||||||||||||||||
| $ | ||||||||||||||||||||
| Performance shall be IAW Attachment 001 SCD SOW. | ||||||||||||||||||||
| (End of narrative F001) |
||||||||||||||||||||
| 0001AB | DATA FOR SYSTEM CAPABILITIES DEMONSTRATION | $ ** NSP** | $ ** NSP ** | |||||||||||||||||
| Contractor shall provide data as required to support SCD IAW the SCD SOW (paragraph 3.4) | ||||||||||||||||||||
| (End of narrative B001) |
||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 8 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| 0002 | LOW RATE INITIAL PRODUCTION (LRIP) | |||||||||||||
| NSN: 0000-00-000-0000 | ||||||||||||||
| NOUN: FY 05 LRIP | ||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| Contractor shall provide 10 each complete systems as production representative of the SUAV System. The unit price of each system is $[***]. The deliverables are divided into two SLINS (0002AA and 0002AB). The requirement is being funded with RDT&E (0002AA) and OPA (0002AB) based on the intended use of the system. | ||||||||||||||
| The following incentive structure is applicable to SLINs 0002AA and 0002AB combined. | ||||||||||||||
| Target Cost: | $[***] | |||||||||||||
| Target Fee: | $[***] | |||||||||||||
Total CPIF |
$[***] | |||||||||||||
| Share Ratio: | ||||||||||||||
Cost Incentive (Underrun):
|
Govt 75% / Ktr 25% | |||||||||||||
Cost Incentive (Overrun):
|
Govt 75% / Ktr 25% | |||||||||||||
| Fee | ||||||||||||||
| Minimum Fee: | 0% of Target Cost | |||||||||||||
| Maximum Fee: | 15% of Target Cost | |||||||||||||
| (End of narrative A001) |
||||||||||||||
| 0002AA | LRIP REPRESENTATIVE SYSTEM | 5 | EA | $[***] | $ [***] | |||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
Cost-Plus-Incentive-Fee |
||||||||||||||
| NOUN: SUAV — SYSTEMS | ||||||||||||||
| PRON: 9U5SUABID9 PRON AMD: 01 ACRN: AC | ||||||||||||||
| AMS CD: 643747C0900 | ||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
STATEMENT OF WORK |
||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Packaging and Marking | ||||||||||||||
See Section D. |
||||||||||||||
(End of narrative D001) |
||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 9 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||
| 001 | W81UHH52809U03 | Y00000 | M | 2 | ||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||
| 000 | ||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||||||||
| 001 | 3 | 14-NOV-2005 | ||||||||||||||||||||||
| 002 | 2 | 12-DEC-2005 | ||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||
| See Attachment 008 for delivery schedule applicable for this CLIN. | ||||||||||
| REQUIRED DELIVERY SCHEDULE: |
||||||||||
| NUMBER OF SYSTEMS | DELIVERY | |||||||||||||||
| (DAYS after exercise of option) | ||||||||||||||||
| 3 | 30 | |||||||||||||||
| 7 | 60 | |||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0002AB | LRIP REPRESENTATIVE SYSTEMS | 5 | EA | $[***] | $ [***] | |||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||
| Cost-Plus-Incentive-Fee | ||||||||||||||||
| NOUN: LRIP REPRESENTATIVE SYSTEMS | ||||||||||||||||
| PRON: 9U5R44B3D9 PRON AMD: 01 ACRN: AD | ||||||||||||||||
| AMS CD: 53900017178 | ||||||||||||||||
| Packaging and Marking | ||||||||||||||||
| SEE SECTION D. | ||||||||||||||||
| (End of narrative D001) |
||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. | |
| Reference No. of Document Being Continued |
Page 10 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||
| 001 | W81UHH52789U03 | Y00000 | M | 1 | ||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||
| GGK | ||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||||||||
| 001 | 5 | 12-DEC-2005 | ||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||||||||||||||
(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE
GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
REQUISITION. |
||||||||||||||||||||||||
| 0003 | CONTRACTOR / DT TEST | |||||||||||||||||||||||
| NOUN: CPFF | ||||||||||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||||||||
| CONTRACTOR / DT TEST | $ [***] | |||||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||
Cost-Plus-Fixed-Fee |
||||||||||||||||||||||||
| NOUN: SUAV — CONTRACTOR DT TESTING | ||||||||||||||||||||||||
| PRON: 9U5SUACID9 PROM AND: 01 ACRN: AB | ||||||||||||||||||||||||
| AMS CD: 643747C0900 | ||||||||||||||||||||||||
| Contractor shall provide Contractor/DT Test Support C/DTTS)) for the five SUAV systems procured under SLTN 0002AA. | ||||||||||||||||||||||||
| ESTIMATED COST: $116,800 | ||||||||||||||||||||||||
| FIXED FEE: | $[***] | |||||||||||||||||||||||
Total ESTIMATED CPFF
|
$[***] | |||||||||||||||||||||||
| (End of narrative B001) | ||||||||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||||||||
STATEMENT OF WORK |
||||||||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||
| INSPECTION: OriginACCEPTANCE: Origin | ||||||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 11 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| ITEM NO | SUPPLIES/SERVICES |
QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| DLVR SCH REL CD |
QUANTITY | PERE COMPL DATE |
||||||||||||
| $ [***] | ||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
| 0004 | ENGINEERING SERVICES | |||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| Contractor shall provide 2,000 hours of Engineering Services Support (ES) for the five SUAV systems procured under SLIN 0002AA. The funding for this Engineering Services Support is contained in SLINs 0004AA and 0004AB. The below incentive structure is applicable to SLINs 0004AA and 0004AB combined. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total ESTIMATED CPFF | $[***] | |||||||||||||
| (End of narrative A001) |
||||||||||||||
| 0004AA | ENGINEERING SERVICES | $ [***] | ||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||
| NOUN: SUAV — ENGINEERING SVCS | ||||||||||||||
| PRON: 9U5SUAC2D9 PRON AMD: 01 ACRN: AB | ||||||||||||||
| AMS CD: 643747C0900 | ||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
***Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted
portions. |
||
| Reference No. of Document Being Continued |
Page 12 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||
| 001 | 0 | 30-SEP-2006 | ||||||||||||||||
| $ | [***] | |||||||||||||||||
| Notwithstanding the performance completion date of 30 September 2006 reflected above, the period of performance for this effort is as indicated in Attachment 08. | ||||||||||||||||||
| (End of narrative F001) |
||||||||||||||
| 0004AB | ADDITIONAL FUNDING FOR CLIN 6004 | $ [***] | ||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||
| NOUN: ENGINEERING SERVICES | ||||||||||||||
| PRON: 9U5SUARVD9 PRON AMD: 01 ACRN: AE | ||||||||||||||
| AMS CD: 622307.MP221 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance |
||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| $ [***] | ||||||||||||||
| Notwithstanding the performance completion date of 30 September 2006 reflected above, the period of performance for this effort is as indicated in Attachment 08. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0005 | ACCOUNTING FOR CONTRACT SERVICES | $ [***] | ||||||||||||||
| NOUN: SUAV - ACTG FOR CONTRACT SVC | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||||
| PRON: 9U5SUAC3D9 PRON AMD: 01 ACRN: AB | ||||||||||||||||
| AMS CD: 645947C0900 | ||||||||||||||||
| Contractor shall provide Accounting for Contractor Support Services Support for the current fiscal year | ||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. | |
| Reference No. of Document Being Continued |
Page 13 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES |
QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| for this contract. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total Estimated CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||
| Description/Specs./Work Statement | ||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||
| STATEMENT OF WORK | ||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||
| ADDENDA: 12 | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance | ||||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||||
| 001 | 0 | 30-SEP-2006 | ||||||||||||||
| $ | [***] | |||||||||||||||
| Notwithstanding the performance completion date of 30 September 2006 reflected above, the period of performance for this effort is as indicated in Attachment 08. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0006 | LOGISTICS SUPPORT | |||||||||||||||
| NOUN: CPFF PRICED | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0006AA | LOGISTICS SUPPORT | $ [***] | ||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||||
| NOUN: SUAV - LOGISTICS SPT | ||||||||||||||||
| PRON: 9U5SUAC4D9 PRON AMD: 01 ACRN: AB | ||||||||||||||||
| AMS CD: 643747C0900 | ||||||||||||||||
| Contractor shall provide Contractor Logistics Support for the five SUAV systems procured under SLIN 0002AA. | ||||||||||||||||
| ESTIMATED COST: $[***] | ||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. | |
| Reference No. of Document Being Continued |
Page 14 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total ESTIMATED CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||||||||||||
| 001 | 0 | 30-SEP-2006 | ||||||||||||||||||||||
| $ [***] | ||||||||||||||||||||||||
| Notwithstanding the performance completion date of 30 September 2006 reflected above, the period of performance for this effort is as indicated in Attachment 08. | ||||||||||||||||||||||||
| (End of narrative F001) |
||||||||||||||||||||||||
| 0007 | TRAINING | |||||||||||||||||||||||
| NOUN: CPFF PRICED | ||||||||||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||||||||
| 0007AA | TRAINING | $ | [***] | |||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||
| Cost-Pius-Fixed-Fee | ||||||||||||||||||||||||
| NOUN: SUAV — TRAINING | ||||||||||||||||||||||||
| PRON: 9U5SUAC5D9 PRON AMD: 01 ACRN: AB | ||||||||||||||||||||||||
| AMS CD :64374700900 | ||||||||||||||||||||||||
| Contractor shall provide Equipment Training for the five SUAV Systems procured under SLIN 0002AA. | ||||||||||||||||||||||||
| ESTIMATED COST: | $ | [***] | ||||||||||||||||||||
| FIXED FEE: | $ | [***] | ||||||||||||||||||||
| Total Estimated CPFF | $ | [***] |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 15 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||||||||
| 001 | 0 | 30-SEP-2006 | ||||||||||||||||||
| $ [***] | ||||||||||||||||||||
| Notwithstanding the performance completion date of 30 September 2006 reflected above, the period of performance for this effort is as indicated in Attachment 08. | ||||||||||||||||||||
| (End of narrative F001) |
||||||||||||||||||||
| 0008 | INITIAL SPARES PACKAGE | |||||||||||||||||||
| NSN: 0000-00-000-0000 | ||||||||||||||||||||
| NOUN: CPIF PRICED | ||||||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||||
| Contractor shall provide Initial Spares Packages to support the 10 each complete LRIP production representative SUAV System at a Total Lot Price of $339,191. The funding for these Initial Spares Packages is contained in SLINs 0008AA and 0008AB. The requirement is being funded with RDT&E (0008AA) and OPA (0008AB) based on the intended use of the system. | ||||||||||||||||||||
| The below incentive structure is applicable to SLINs 0008AA and 0008AB combined. | ||||||||||||||||||||
| Target Cost: | $ | [***] | ||||||||||||||||||||
| Target Fee: | $ | [***] | ||||||||||||||||||||
| Total CPIF | $ | [***] | ||||||||||||||||||||
| Share Ratio | ||||||||||||||||||||||
| Cost Incentive(Underrun): Govt 75% / Ktr 25% | ||||||||||||||||||||||
| Cost Incentive (Overrun): Govt 75%/ Ktr 25% | ||||||||||||||||||||||
| Fee | ||||||||||||||||||||||
| Minimum Fee: 0% of Target Cost | ||||||||||||||||||||||
| Maximum Fee: 15% of Target Cost | ||||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 16 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||||||||||||
| (End of narrative A001) | ||||||||||||||||||||||||||||
| 0008AA | INITIAL SPARES PACKAGE | 1 | EA | $ ** N/A ** | $ [***] | |||||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||||||
Cost-Plus-Incentive-Fee |
||||||||||||||||||||||||||||
| NOUN: SUAV SPARES | ||||||||||||||||||||||||||||
| PRON: 9USSUAB2D9 PRON AMD: 01 ACRN: AC | ||||||||||||||||||||||||||||
| AMS CD: 64374700900 | ||||||||||||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||||||||||||
STATEMENT OF WORK |
||||||||||||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||||||||||||
| See Section D | ||||||||||||||||||||||||||||
| (End of narrative D001) | ||||||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||||||
| INSPECTION: OriginACCEPTANCE: Origin | ||||||||||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||||||
| 001 | W81UHH52809U02 | Y00000 | M | 2 | ||||||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||||||
| 000 | ||||||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||||||||||||
| 001 | 1 | 12-DEC-2005 | ||||||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||||||||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||||||||||||||||||
(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR
TO THE ITEMS REQUIRED UNDER THIS REQUISITION. |
||||||||||||||||||||||||||||
| Notwithstanding the delivery date of 12 December 2005 reflected above,the delivery requirements for this effort are as indicated in Attachment 08. | ||||||||||||||||||||||||||||
| (End of narrative F001) | ||||||||||||||||||||||||||||
| 0008AB | INITIAL SPARES PACKAGE | 1 | EA | $ [***] | $ [***] | |||||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 17 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||||||
Cost-Plus-Incentive-Fee |
||||||||||||||||||||||||||||
| NOUN: INITIAL SPARES PACKAGE | ||||||||||||||||||||||||||||
| PRON: 9U5R44R4D9 PRON AMD: 01 ACRN: AD | ||||||||||||||||||||||||||||
| AMS CD: 53900017178 | ||||||||||||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||||||||||||
| SEE SECTION D. | ||||||||||||||||||||||||||||
| (End of narrative D001) | ||||||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||||||
| 001 | W81UHH52809U04 | Y00000 | M | 1 | ||||||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||||||
| GGK | ||||||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||||||||||||
| 001 | 1 | 12-DEC-2005 | ||||||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||||||||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||||||||||||||||||
(YO0000) SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE
GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
REQUISITION. |
||||||||||||||||||||||||||||
| Notwithstanding the delivery date of 12 December 2005 reflected above, the delivery requirements for this effort are as indicated in Attachment 08. | ||||||||||||||||||||||||||||
| (End of narrative F001) | ||||||||||||||||||||||||||||
| 0009 | DATA — FOR CLINS 2 - 8 | $**NSP** | $**NSP** | |||||||||||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||||||||||||
| SEE CDRL’S | ||||||||||||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||||||||||||
| ADDENDA: A | ||||||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||||||||||||
| Delivery IAW DD Form 1423. | ||||||||||||||||||||||||||||
| (End of narrative F001) | ||||||||||||||||||||||||||||
| 0010 | LRIP II PRODUCTION UNITS | |||||||||||||||||||||||||||
| NSN: 0000-00-000-0000 | ||||||||||||||||||||||||||||
| NOUN: P/N 54429-004 RAVEN B SYSTEM | ||||||||||||||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||||||||||||
| 0010AA | LRIP II PRODUCTION UNITS | 106 | EA | [***] | $[***] | |||||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 18 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
| CLIN CONTRACT TYPE: | See Range Pricing | |||||||||
| Firm-Fixed-Price | ||||||||||
| NOUN: PR 54429-004 RAVEN B SYSTEM | ||||||||||
| PRON: 9U6R44A1D9 PRON AMD: 01 ACRN: AG | ||||||||||
| AMS CD: 52809563064 | ||||||||||
| Range | Quantities | |||||||||||||||||
| FROM | TO | UNIT PRICE | ||||||||||||||||
| 1 | 10 | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||
| 11 | 25 | |||||||||||||||||
| 26 | 50 | |||||||||||||||||
| 51 | 100 | |||||||||||||||||
| 101 | 150 | |||||||||||||||||
| 151 | 250 | |||||||||||||||||
| 251 | 300 | |||||||||||||||||
| 301 | 375 | |||||||||||||||||
| 376 | 376 | |||||||||||||||||
| PRICED OPTION: | ||||||||||
| Contractor shall provide from 1 to 376 each SUAV systems. Contractor shall provide complete systems as Full Rate Production of the SUAV System. | ||||||||||
| FRP Systems shall be provided on a Firm Fixed Price (FFP) priced option. | ||||||||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Packaging and Marking | ||||||||||
| See Section D | ||||||||||
| (End of narrative D001) | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin |
| Deliveries or Performance | ||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||
| 001 | W81U8H60799U01 | Y00000 | M | 1 | ||||||||||||||||||||
| PROD CD | BRK ELK PT | |||||||||||||||||||||||
| GGK | ||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 19 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| 001 | 7 | 09-SEP-2006 | ||||||||||||
| 002 | 2 | 29-SEP-2006 | ||||||||||||
| 003 | 7 | 13-OCT-2006 | ||||||||||||
| 004 | 8 | 27-OCT-2006 | ||||||||||||
| 005 | 6 | 10-NOV-2006 | ||||||||||||
| 006 | 8 | 24-NOV-2006 | ||||||||||||
| 009 | 8 | 08-DEC-2006 | ||||||||||||
| 008 | 8 | 22-DEC-2006 | ||||||||||||
| 009 | 8 | 12-JAN-2007 | ||||||||||||
| 010 | 8 | 26-JAN-2007 | ||||||||||||
| 011 | 8 | 09-FEB-2007 | ||||||||||||
| 012 | 8 | 23-FEB-2007 | ||||||||||||
| 013 | 7 | 09-MAR-2007 | ||||||||||||
| 014 | 6 | 23-MAR-2007 | ||||||||||||
| FOB POINT: Origin | ||||||||||||||
| SHIP TO: | PARCEL POST ADDRESS | |||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) | ||||||||||||||
| 0010AB | LRIP II — SOCOM PRODUCTION UNITS | 145 | EA | $[***] | $[***] | |||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Firm-Fixed-Price | ||||||||||||||
| NOUN: PN54429-004 RAVEN B SUAS | ||||||||||||||
| PRON: 9U6USOCOM2 PRON AMD: 01 ACRN: AH | ||||||||||||||
| AMS CD: 547UVP00000 | ||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| SOW | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Packaging and Marking | ||||||||||||||
| See Section D | ||||||||||||||
| (End of narrative D001) |
||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||
| 001 | W81UHH60869U02 | Y00000 | M | 1 |
| PROJ CD | BRK BLK PT | |||||||||
| GGK |
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||
| 001 | 5 | 14-JUL-2006 | ||||||||||
| 002 | 5 | 28-JUL-2006 | ||||||||||
| 003 | 5 | 11-AUG-2006 |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 20 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| 004 | 5 | 25-AUG-2006 | ||||||||||||
| 005 | 10 | 09-SEP-2006 | ||||||||||||
| 006 | 10 | 29-SEP-2006 | ||||||||||||
| 007 | 10 | 13-OCT-2006 | ||||||||||||
| 008 | 9 | 27-OCT-2006 | ||||||||||||
| 009 | 9 | 10-NOV-2006 | ||||||||||||
| 010 | 9 | 24-NOV-2006 | ||||||||||||
| 011 | 9 | 08-DEC-2006 | ||||||||||||
| 012 | 9 | 22-DEC-2006 | ||||||||||||
| 013 | 9 | 12-JAN-2007 | ||||||||||||
| 014 | 9 | 26-JAN-2007 | ||||||||||||
| 015 | 9 | 09-FEB-2007 | ||||||||||||
| 016 | 9 | 23-FEB-2007 | ||||||||||||
| 017 | 7 | 09-MAR-2007 | ||||||||||||
| 018 | 7 | 23-MAR-2007 | ||||||||||||
| FOB POINT: Origin | ||||||||||||||
| SHIP TO: | PARCEL POST ADDRESS | |||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||||
| 0011 | FY 06 ENGINEERING SERVICES OPTION | |||||||||||||
| NOUN: CPFF PRICED OPTION | ||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| 0011AA | FY 06 ENGINEERING SERVICES – OPTION | LO | $[***] | |||||||||||
| NOUN: CPFF PRICED OPTION | ||||||||||||||
| PRICED OPTION: | ||||||||||||||
| Contractor shall provide 2,000 hours of Engineering Services Support (ES) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||
| FIXED FEE: | $[***] | |||||||||||
| Total Estimated CPFF | $[***] |
| (End of narrative B001) |
||||||||||||
| Description/Specs./Work Statement | ||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||
| STATEMENT OF WORK | ||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||
| ADDENDA: 12 | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance | ||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||
| (End of narrative F001) |
||||||||||||
| 0012 | FY O6 ACCOUNTING FOR CONTRACT SERVICES | $ **N/A** | $[***] | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 21 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| NOUN: CONTRACT SERVICE ACCOUNTING SECURITY CLASS: Unclassified |
||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||
| PRON: 9U6GRVA1D9 PRON AMD: 01 ACRN: AF | ||||||||||||||
| AMS CD: 13519700000 | ||||||||||||||
| PRICED OPTION: | ||||||||||||||
| Contractor shall provide Accounting for Contractor Support Services Support for the current fiscal year for this contract. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total Estimated CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 23-FEB-2007 | ||||||||||||
| $ [***] | ||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
| 0013 | FY 06 LOGISTICS SUPPORT — OPTION | |||||||||||||
| NOUN: CPFF PRICED OPTION | ||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| 0013AA | FY 06 LOGISTICS SUPPORT | $[***] | ||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed Fee | ||||||||||||||
| NOUN: LOGISTICS SUPPORT | ||||||||||||||
| PRON: 9U6CRVA1D9 PRON AMD: 01 ACRN: AF | ||||||||||||||
| AMS CD: 13519700000 | ||||||||||||||
| PRICED OPTION: | ||||||||||||||
| Contractor shall provide Contractor Logistical Support (CIS) for the current fiscal year for all fielded SUAV System. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 22 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| Total Estimated CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 23-FEB-2007 | ||||||||||||
| $ [***] $ |
||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
| 0014 | F06 TRAINING OPTION | |||||||||||||
| NOUN: CPFF PRICED OPTION SECURITY CLASS: Unclassified |
||||||||||||||
| 0014AA | FY 06 TRAINING | $[***] | ||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed-Fee NOUN: TRAINING |
||||||||||||||
| PRON: 9U6GKVB8D9 PRON AMD: 01 ACRN: AF | ||||||||||||||
| AMS CD: 13519700000 | ||||||||||||||
| PRICED OPTION: | ||||||||||||||
| Contractor shall provide Training Support (TS) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total Estimated CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 23 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 23-FEB-2007 | ||||||||||||
| $ [***] $ |
||||||||||||||
| See Attachment 08 for delivery performance schedule applicable for this OLIN. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
| 0015 | LRIP II INITIAL SPARES PACKAGE | |||||||||||||
| NSN: 0000-00-000-0000 NOUN: INITIAL SPARES PACKAGE SECURITY CLASS: Unclassified |
||||||||||||||
| 0015AA | LRIP II INITIAL SPARES PACKAGE | 106 | EA | [***] | $[***] | |||||||||
| See Range Pricing | ||||||||||||||
| NOUN: P/N 51009 LRIP II ISP | ||||||||||||||
| PRON: 9U6R44A2D9 PRON AMD: 01 ACRN: AG | ||||||||||||||
| AMS CD: 52809563064 | ||||||||||||||
| Range Quantities | ||||||||||||||
| FROM | TO | UNIT PRICE | ||||||||||||
| 1 | 10 | $[***] | ||||||||||||
| [***] | [***] | $[***] | ||||||||||||
| [***] | [***] | $[***] | ||||||||||||
| [***] | [***] | $[***] | ||||||||||||
| [***] | [***] | $[***] | ||||||||||||
| [***] | [***] | $[***] | ||||||||||||
| [***] | [***] | $[***] | ||||||||||||
| [***] | [***] | $[***] | ||||||||||||
| 11 | 25 | |||||||||||||
| 26 | 50 | |||||||||||||
| 101 | 150 | |||||||||||||
| 151 | 250 | |||||||||||||
| 251 | 300 | |||||||||||||
| 301 | 375 | |||||||||||||
| 376 | 376 | |||||||||||||
| Contractor shall provide from 1 to 376 Initial Spares Packages to support CLIN 0010 FRP SUAV systems. | ||||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Packaging and Marking | ||||||||||||||
| See Section D | ||||||||||||||
| (End of narrative D001) |
||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 24 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
ITEM NO
|
SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||||
| 001 | W81UHH60799U02 | Y00000 | M | 1 | ||||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||||
| GGK | ||||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||||||||||
| 001 | 7 | 09-SEP-2006 | ||||||||||||||||||||||||
| 002 | 7 | 29-SEP-2006 | ||||||||||||||||||||||||
| 003 | 7 | 13-OCT-2006 | ||||||||||||||||||||||||
| 004 | 8 | 27-OCT-2006 | ||||||||||||||||||||||||
| 005 | 8 | 10-NOV-2006 | ||||||||||||||||||||||||
| 006 | 8 | 24-NOV-2006 | ||||||||||||||||||||||||
| 007 | 8 | 08-DEC-2006 | ||||||||||||||||||||||||
| 008 | 8 | 22-DEC-2006 | ||||||||||||||||||||||||
| 009 | 8 | 12-JAN-2007 | ||||||||||||||||||||||||
| 010 | 8 | 26-JAN-2007 | ||||||||||||||||||||||||
| 011 | 8 | 09-FEB-2007 | ||||||||||||||||||||||||
| 012 | 8 | 23-FEB-2007 | ||||||||||||||||||||||||
| 013 | 7 | 09-MAR-2007 | ||||||||||||||||||||||||
| 014 | 6 | 23-MAR-2007 | ||||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||
| SHIP TO: | PARCEL POST ADDRESS | |||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||
(End of narrative F001) |
||||||||||||
| 0015AB | LRIP II SOCOM INIAL SPARES PACKAGES | 145 | EA | $ [***] | $ [***] | |||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||||
| Firm-Fixed-Price | ||||||||||||||||||||||||||
| NOUN: P/N 51009 LRIP II ISP | ||||||||||||||||||||||||||
| PRON: 9U6USOCOM1 PRON AMD: 01 ACRN: AH | ||||||||||||||||||||||||||
| AMS CD: 547UVP00000 | ||||||||||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||||||||||||
| PROCUREMENT LOCATION: | ||||||||||||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||||||||||
| See Section D | ||||||||||||||||||||||||||
(End
of narrative D001) |
||||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||||
| 001 | W81UHH60869 | U01 | Y00000 | M | 1 | |||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||||
| *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. | ||
| Reference No. of Document Being Continued |
Page 25 of 100 | |||||
| CONTINUATION SHEET | PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||
| GGK | ||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||
| 001 | 5 | 14-JUL-2006 | ||||||||||||||
| 002 | 5 | 28-JUL-2006 | ||||||||||||||
| 003 | 5 | 11-AUG-2006 | ||||||||||||||
| 004 | 5 | 25-AUG-2006 | ||||||||||||||
| 005 | 10 | 09-SEP-2006 | ||||||||||||||
| 006 | 10 | 29-SEP-2006 | ||||||||||||||
| 007 | 10 | 13-OCT-2006 | ||||||||||||||
| 008 | 9 | 27-OCT-2006 | ||||||||||||||
| 009 | 9 | 09-NOV-2006 | ||||||||||||||
| 010 | 9 | 24-NOV-2006 | ||||||||||||||
| 011 | 9 | 08-DEC-2006 | ||||||||||||||
| 012 | 9 | 22-DEC-2006 | ||||||||||||||
| 013 | 9 | 12-JAN-2007 | ||||||||||||||
| 014 | 9 | 26-JAN-2007 | ||||||||||||||
| 015 | 9 | 09-FEB-2007 | ||||||||||||||
| 016 | 9 | 23-FEB-2007 | ||||||||||||||
| 017 | 7 | 09-MAR-2007 | ||||||||||||||
| 018 | 7 | 23-MAR-2007 | ||||||||||||||
| FOB POINT: Origin | ||||||||||||||||
| SHIP TO: | PARCEL POST ADDRESS | |||||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||||||
| 0016 | FY 06 DATA — FOR CLINS 10 - 15 | $ ** NSP ** | $ ** NSP ** | |||||||||||||
| NOUN: DATA | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| SEE CDRL’S | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: A | ||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Delivery IAW DD Form 1423. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0017 | FY 07 FRP SUAV SYSTEMS OPTION | |||||||||||||||
| NOUN: FFP NOT TO EXCEED OPTION | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0017AA | FY 07 SUAV SYSTEMS OPTION | EA | See Range Pricing | |||||||||||||
| NOUN: FFP NOT TO EXCEED OPTION | ||||||||||||||||
| Range Quantities | ||||||||||||||||
| FROM | TO | UNIT PRICE | ||||||||||||||
| 1 | 10 | $[***] | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
|
CONTINUATION SHEET |
Reference No. of Document Being Continued |
Page 26 of 100 | ||||
| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: aerovironment inc | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||||||
| 11 | 25 | |||||||||||||||||||
| 26 | 50 | |||||||||||||||||||
| 51 | 100 | |||||||||||||||||||
| 101 | 150 | |||||||||||||||||||
| 151 | 250 | |||||||||||||||||||
| 251 | 300 | |||||||||||||||||||
| 301 | 306 | |||||||||||||||||||
| 307 | 307 | |||||||||||||||||||
| NTE OPTION: | ||||||||||||||||||||
| Contractor shall provide from 1 to 307 each SUAV systems. | ||||||||||||||||||||
| (End of narrative B001) |
||||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||||
| See Section D | ||||||||||||||||||||
| (End of narrative D001) |
||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||
| 001 | ||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||||||||
| (End of narrative F001) |
||||||||||||||||||||
| 0018 | FY 07 ENGINEERING SERVICES — OPTION | |||||||||||||||||||
| NOUN: CPFF NOT TO EXCEED OPTION | ||||||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||||
| 0018AA | FY 07 ENGINEERING SERVICES — OPTION | LC | $[***] | |||||||||||||||||
| NOUN: CPFF NOT TO EXCEED OPTION | ||||||||||||||||||||
| NTE OPTION: | ||||||||||||||||||||
| Contractor shall provide 2,000 hours of Engineering Service | ||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 27 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| Support (ES) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total NTE CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
| 0019 | FY 07 ACCOUNTING FOR CONTRACT SERVICES | LO | $[***] | |||||||||||
| NOUN: CPFF NTE OPTION CLINS 17-23 | ||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| NTE OPTION | ||||||||||||||
| Contractor shall provide Accounting for Contractor Support Services Support for the Current fiscal year for this contract. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total NTE CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) | ||||||||||||||
| 0020 | FY 07 PERFORMANCE BASED LOGISTICS — OPTION | |||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 28 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| 0020AA | FY 07 PERFORMANCE BASED LOGISTICS — OPTION | LO | $[***] | |||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||
| NTE OPTION: | ||||||||||||||
| Contractor shall provide PSL, Support for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| Total NTE CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE. | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) | ||||||||||||||
0021
|
FY 07 TRAINING OPTION | |||||||||||||
| NOUN: NOT TO EXCEED OPTION SECURITY CLASS: Unclassified |
||||||||||||||
0021AA
|
FY 07 TRAINING — OPTION | LO | $[***] | |||||||||||
| NOUN: CPFF NOT TO EXCEED OPTION | ||||||||||||||
| CPFF NTE OPTION: | ||||||||||||||
| Contractor shall provide Training Support (TS) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||
| TARGET COST: | $[***] | |||||||||||||
| FIXED FEE: | $[***] | |||||||||||||
| TOTAL NTE CPFF | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs.Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 29 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| See Attachment 08 for delivery/performance
schedule applicable for this CLIN. |
||||||||||||||
| (End of narrative F001) |
||||||||||||||
0022
|
FY 07 INITIAL SPARES PACKAGE — OPTION | |||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| 0022AA | FY 07 INITIAL SPARES PACKAGE — OPTION | See Range Pricing | ||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||
| Range Quantities | ||||||
| FROM | TO | UNIT PRICE | ||||
| 1 | 10 | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| 11 | 25 | |||||
| 26 | 50 | |||||
| 51 | 100 | |||||
| 101 | 150 | |||||
| 151 | 250 | |||||
| 251 | 300 | |||||
| 301 | 306 | |||||
| 307 | 307 | |||||
| NTE OPTION: | ||||||||||||||
| Contractor shall provide 1 to 307 Initial Spares Packages (ISP) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs.Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Packaging and Marking | ||||||||||||||
| See Section D | ||||||||||||||
| (End of narrative D001) |
||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 30 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT |
| DOC | SUPPL | ||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | ||||||||||
| 001 | |||||||||||||||
| FOB POINT: Origin | ||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
0023
|
FY 07 DATA OPTION — FOR CLINS 17 — 22 | $ ** NSP ** | $ ** NSP ** | |||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| SEE CDRL’S | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: A | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Delivery IAW DD Form 1423. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
0024
|
FY 08 FRP SUAV SYSTEMS | |||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||
| SECURITY CLASS Unclassified | ||||||||||||||
0024AA
|
FY 08 FRP SUAV SYSTEMS — OPTION | EA | See Range Pricing | |||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||
| Range Quantities | ||||||
| FROM | TO | UNIT PRICE | ||||
| 1 | 10 | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| [***] | [***] | $[***] | ||||
| 11 | 25 | |||||
| 26 | 50 | |||||
| 51 | 100 | |||||
| 101 | 150 | |||||
| 151 | 250 | |||||
| 251 | 300 | |||||
| 301 | 304 | |||||
| 305 | 305 | |||||
NTE OPTION:
Contractor shall provide from 1 to 305 each SUAV systems.
(End of narrative B001)
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 31 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Packaging and Marking | ||||||||||
| See Section D | ||||||||||
| (End of narrative D001) | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE:Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| DOC | SUPPL | |||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||
| 001 | ||||||||||||||||
| FOB POINT: Origin | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||
| (End of narrative F001) | ||||||||||
0025
|
FY 08 ENGINEERING SERVICES — OPTION | |||||||||
| NOUN: NOT TO EXCEED OPTION SECURITY CLASS: Unclassified |
||||||||||
0025AA
|
FY 08 ENGINEERING SERVICES — OPTION | LO | $[***] | |||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||
| NTE OPTION: | ||||||||||
| Contractor shall provide 2,000 hours of Engineering
Service Support (ES) for the current fiscal year for all fielded SUAV Systems. |
||||||||||
| ESTIMATED COST: $[***] | ||||||||||
| FIXED FEE: $[***] | ||||||||||
| Total NTE CPFF $[***] | ||||||||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 32 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
| (End of narrative F001) | ||||||||||
0026
|
FY 08 ACCOUNTING FOR CONTRACT SERVICES | LO | $[***] | |||||||
| NOUN: NTE OPTION CLINS 24 — 30 | ||||||||||
| SECURITY CLASS: Unclassified | ||||||||||
| NTE OPTION | ||||||||||
| Contractor shall provide Accounting for | ||||||||||
| Contractor Support Services Support for the | ||||||||||
| Current fiscal year for this contract. | ||||||||||
| ESTIMATED COST: $[***] | ||||||||||
| FIXED FEE: $[***] | ||||||||||
| Total NTE CPFF $[***] | ||||||||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||
| (End of narrative F001) | ||||||||||
0027
|
FY 08 PERFORMANCE BASED LOGISTICS — OPTION | |||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||
| SECURITY CLASS: Unclassified | ||||||||||
0027AA
|
FY 08 PERFORMANCE BASED LOGISTICS — OPTION | LO | $[***] | |||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||
| NTE OPTION: | ||||||||||
| Contractor shall provide PBL Support for the current fiscal year for all fielded SUAV Systems. | ||||||||||
| ESTIMATED COST: $[***] | ||||||||||
| FIXED FEE: $[***] | ||||||||||
| Total NTE CPFF $[***] | ||||||||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 33 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||
| (End of narrative F001) | ||||||||||
0028
|
FY 08 TRAINING — OPTION | |||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||
| SECURITY CLASS: Unclassified | ||||||||||
0028AA
|
FY 08 TRAINING – OPTION | LO | $[***] | |||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||
| NTE OPTION: | ||||||||||
| Contractor shall provide Training Support (TS) for the current fiscal year for all fielded SUAV Systems. | ||||||||||
| TARGET COST: $[***] | ||||||||||
| FIXED FEE: $[***] | ||||||||||
| TOTAL NTE CPFF $[***] | ||||||||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||
| (End of narrative F001) | ||||||||||
0029
|
FY 08 INITIAL SPARES PACKAGE — OPTION | |||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||
| SECURITY CLASS: Unclassified | ||||||||||
0029AA.
|
FY 06 INITIAL SPARES PACKAGE — OPTION | EA | See Range Pricing | |||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||
| Range Quantities | ||||||||||||
| FROM | TO | UNIT PRICE | ||||||||||
| 1 | 10 | $[***] | ||||||||||
| [***] | [***] | $[***] | ||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 34 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| 11 | 25 | |||||||||||||||
| 26 | 50 | |||||||||||||||
| 51 | 100 | |||||||||||||||
| 101 | 150 | |||||||||||||||
| 151 | 250 | |||||||||||||||
| 251 | 300 | |||||||||||||||
| 301 | 304 | |||||||||||||||
| 305 | 305 | |||||||||||||||
| NTE OPTION: | ||||||||||||||||
| Contractor shall provide from 1 to 305 Initial Spares Packages (ISP) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||
| Packaging and Marking | ||||||||||||||||
| See Section D | ||||||||||||||||
| (End of narrative D001) |
||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CID | |||||||||||||||||
| 001 | ||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||||||
| (End of narrative F001) |
||||||||||||||||||
0030 |
FY 08 DATA OPTION – FOR CLINS 24 – 29 | $ ** NSP ** | $** NSP ** | |||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||
| CDRL’s | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||
| ADDENDA: A | ||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 35 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||
| Delivery IAW DD Form 1423. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0031 | FY 09 FRP SUAV SYSTEMS OPTION | |||||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0031AA | FY 09 FRP SUAV SYSTEMS — OPTION | EA | See Range Pricing | |||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||||
| Range Quantities | ||||||||||||||||
| FROM | TO | UNIT PRICE |
||||||||||||||
| 1 | 10 | $[***] | ||||||||||||||
| 11 | 25 | |||||||||||||||
| 26 | 50 | |||||||||||||||
| [***] | [***] | $[***]51 | 100 | |||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| 101 | 150 | |||||||||||||||
| 151 | 217 | |||||||||||||||
| NTE OPTION: | ||||||||||||||||
| Contractor shall provide from 1 to 217 each SUAV systems. | ||||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||
| Packaging and Marking | ||||||||||||||||
| See Section D | ||||||||||||||||
| (End of narrative D001) |
||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||
| 001 | ||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||
| (End of narrative F001) |
||||||||||||||
| 0032 | FY 09 ENGINEERING SERVICES — OPTION | |||||||||||||
| NOUN: CPFF PRICED OPTION | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 36 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0032AA | FY 09 ENGINEERING SERVICES — OPTION | LO | $[***] | |||||||||||||
| NOUN: CPFF PRICED OPTION | ||||||||||||||||
| NTE OPTION: | ||||||||||||||||
| Contractor shall provide 2,000 hours of Engineering Service Support (ES) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||||
| FIXED FEE: | $[***] | |||||||||||||||
| Total NTE CPFF | $[***] | |||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Deliveries or Performance | ||||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0033 | ACCOUNTING FOR CONTRACT SERVICES (CLIN 31-37) | LO | $[***] | |||||||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| NTE OPTION | ||||||||||||||||
| Contractor shall provide Accounting for | ||||||||||||||||
| Contractor Support Services Support for the | ||||||||||||||||
| current fiscal year for this contract | ||||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||||
| FIXED FEE: | $[***] | |||||||||||||||
| Total NTE CPFF | $[***] | |||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 37 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||
| Deliveries or Performance | ||||||||||||||||
| See Attachment 08 delivery/performance schedule applicable for this CLIN. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0034 | FY 09 PBL (IN SUPPORT OF CLIN 31) – OPTION | |||||||||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0034AA | FY 09 PBL (CLIN 0031 SUPPORT) — OPTION | LO | $[***] | |||||||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||||||
| NTE OPTION: | ||||||||||||||||
| Contractor shall provide PBL Support for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||||||
| FIXED FEE: | $[***] | |||||||||||||||
| Total NTE CPFF | $[***] | |||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Deliveries or Performance | ||||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0035 | FY 09 TRAINING (SUPPORT CLIN 0031) — OPTION | |||||||||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0035AA | FY 09 TRAINING (CLIN 0031 SUPPORT) — OPTION | LO | $[***] | |||||||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||||||
| NTE OPTION: | ||||||||||||||||
| Contractor shall provide Training Support (TS) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||||
| TARGET COST: | $[***] | |||||||||||||||
| FIXED FEE: | $[***] | |||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 38 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||
| TOTAL NTE CPFF | $[***] | |||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Deliveries or Performance | ||||||||||||||||
| See Attachment G8 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0036 | FY 09 INITIAL SPARES PACKAGE — OPTION | |||||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0036AA | FY 09 INITIAL SPARES PACKAGE OPTION | LO | See Range Pricing | |||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||||
| Range Quantities | ||||||||||||||||
| FROM | TO | UNIT PRICE | ||||||||||||||
| 1 | 10 | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| 11 | 25 | |||||||||||||||
| 26 | 50 | |||||||||||||||
| 51 | 100 | |||||||||||||||
| 101 | 150 | |||||||||||||||
| 151 | 216 | |||||||||||||||
| 217 | 217 | |||||||||||||||
| NTE OPTION: | ||||||||||||||||
| Contractor shall provide from 1 to 217 Initial Spares Packages (ISP) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||
| Packaging and Marking | ||||||||||||||||
| See Section D | ||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 39 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||||||
| (End of narrative D001) |
||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||
| 001 | ||||||||||||||||||||||
| FOB POINT: Origin | ||||||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0037 | FY 09 DATA OPTION — FOR CLINS 31 - 36 | $ ** NSP ** | $ ** NSP ** | |||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| SEE CDRL’S | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: A | ||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Delivery IAW DD Form 1423. | ||||||||||||||||
| (End of narrative F001) |
||||||||||||||||
| 0038 | FY 10 FRP SUAV SYSTEMS OPTION | |||||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||
| 0038AA | FY 10 FRP SUAV SYSTEMS — OPTION | EA | See Range Pricing | |||||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||||||
| Range Quantities | ||||||||||||||||
| FROM | TO | UNIT PRICE | ||||||||||||||
| 1 | 10 | $[***] | ||||||||||||||
| 11 | 25 | $[***] | ||||||||||||||
| 26 | 50 | $[***] | ||||||||||||||
| 51 | 112 | $[***] | ||||||||||||||
| [***] | [***] | $[***] | ||||||||||||||
| 113 | 113 | |||||||||||||||
| NTE OPTION: | ||||||||||||||||
| Contractor shall provide from 1 to 113 each SUAV systems. | ||||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION) | ||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 40 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
| ADDENDA: 12 | ||||||||||
| Packaging and Marking | ||||||||||
| See Section D | ||||||||||
| (End of narrative D001) | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| DOC | SUPPL | |||||||||||||||
| REL | CD | MIDSTRIP | ADDR | SIG CD | MARK FOR | TP CD | ||||||||||
| 001 | ||||||||||||||||
| FOB POINT: Origin | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||
| (End of narrative F001) | ||||||||||
0039
|
FY 10 ENGINEERING SERVICES — OPTION | |||||||||
| NOUN: CPFF PRICED OPTION | ||||||||||
| SECURITY CLASS: Unclassified | ||||||||||
0039AA
|
FY 10 ENGINEERING SERVICES — OPTION | LO | $[***] | |||||||
| NOUN: CPFF PRICED OPTION | ||||||||||
| NTE OPTION: | ||||||||||
| Contractor shall provide 2,000 hours of Engineering
Service Support (ES) for the current fiscal year for all fielded SUAV Systems. |
||||||||||
| ESTIMATED COST $[***] | ||||||||||
| FIXED FEE $[***] | ||||||||||
| Total NTE CPFF $[***] | ||||||||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||
| (End of narrative F001) | ||||||||||
0040
|
ACCOUNTING FOR CONTRACT SERVICES (CLIN 38-44) | LO | $[***] |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions |
| Reference No. of Document Being Continued |
Page 41 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
| NOUN: NTE PRICED OPTION | ||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||
| NTE OPTION | ||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||
| FIXED FEE: | $[***] | |||||||||||
| Total NTE CPFF | $[***] | |||||||||||
| (End of narrative B001) | ||||||||||||
| Description/Specs./Work Statement | ||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||
| STATEMENT OF WORK | ||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||
| ADDENDA: 12 | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance | ||||||||||||
| See Attachment 08 for delivery performance schedule applicable for this CLIN. | ||||||||||||
| (End of narrative F001) | ||||||||||||
| 0041 | FY 10 PBL (IN SUPPORT OF CLIN 38) — OPTION | |||||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||
| 0041AA | FY 10 PBL (CLIN 0038 SUPPORT) — OPTION | LO | $[***] | |||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||
| NTE OPTION: | ||||||||||||
| Contractor shall provide PBL Support for the current fiscal year for all fielded SUAV Systems. | ||||||||||||
| ESTIMATED COST: | $[***] | |||||||||||
| FIXED FEE: | $[***] | |||||||||||
| Total NTE CPFF | $[***] | |||||||||||
| (End of narrative B001) | ||||||||||||
| Description/Specs./Work Statement | ||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||
| STATEMENT OF WORK | ||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||
| ADDENDA: 12 | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance | ||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 42 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
| (End of narrative F001) | ||||||||||||
| 0042 | FY 10 TRAINING (SUPPORT CLIN 0038) — OPTION | |||||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||
| 0042AA | FY 10 TRAINING (CLIN 0038 SUPPORT) — OPTION | LO | $[***] | |||||||||
| NOUN: NTE PRICED OPTION | ||||||||||||
| NTE OPTION: | ||||||||||||
| Contractor shall provide Training Support (TS) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||
| TARGET COST: | $[***] | |||||||||||
| FIXED FEE: | $[***] | |||||||||||
| TOTAL NTE CPFF | $[***] | |||||||||||
| (End of narrative B001) | ||||||||||||
| Description/Specs./Work Statement | ||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||
| STATEMENT OF WORK | ||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||
| ADDENDA: 12 | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance | ||||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||||
| (End of narrative F001) | ||||||||||||
| 0043 | FY 10 INITIAL SPARES PACKAGE OPTION | |||||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||
| 0043AA | FY 10 INITIAL SPARES PACKAGE OPTION | LO | See Range Pricing | |||||||||
| NOUN: NOT TO EXCEED OPTION | ||||||||||||
| Range Quantities | ||||||||||||||||||||||||||||
| FROM | TO | UNIT PRICE | ||||||||||||||||||||||||||
| 1 | 10 | $ | [***] | |||||||||||||||||||||||||
| 11 | 25 | $ | [***] | |||||||||||||||||||||||||
| 26 | 50 | $ | [***] | |||||||||||||||||||||||||
| 51 | 113 | $ | [***] | |||||||||||||||||||||||||
| NTE OPTION: | ||||||||||||||||||||||||||||
| Contractor shall provide from 1 to 113 each Initial Spares Packages (ISP) for the current fiscal year for all fielded SUAV Systems. | ||||||||||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 43 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Packaging and Marking | ||||||||||
| See Section D | ||||||||||
| (End of narrative D001) | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Deliveries or Performance | ||||||||||
| DOC SUPPL | ||||||||||
| REL CD MILSTRIP ADDR SIG CD MARK FOR TP CD | ||||||||||
| 001 | ||||||||||
| FOB POINT: Origin | ||||||||||
| See Attachment 08 for delivery/performance schedule applicable for this CLIN. | ||||||||||
| (End of narrative F001) | ||||||||||
0044
|
FY 10 DATA OPTION — FOR CLINS 38 — 43 | $ ** NSP ** | $ ** NSP ** | |||||||
| SECURITY CLASS: Unclassified | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| SEE CDRL’S | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: A | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||
| Delivery IAW DD Form 1423. | ||||||||||
| (End of narrative FF001) | ||||||||||
| Reference No. of Document Being Continued |
Page 44 of 100 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
SECTION D — PACKAGING AND MARKING
| Regulatory Cite | Title | Date | ||||
D-1
|
52.208-4700 | REPLACEMENT PRESERVATIVE FOR PENTACHLOROPHENOL (USAAMCOM) | JUL/2001 | |||
If packaging requirements of this contract specify the use of wood products and a preservative is
required, Pentachlorophenol, commonly referred to as “Penta” or “PCP” is prohibited. Replacement
preservatives are 2 percent copper naphthenate, 3 percent zinc naphthenate or 1.8 percent copper 8
quinolinolate.
(End of Clause)
D-2.CLINS 0001, 0003, 0004, 0005, 0006, 0007, 0011, 0012, 0013, 0014, 0018, 0019, 0020, 0021, 0025,
0026, 0027, 0028, 0032, 0033, 0034, 0035, 0039, 0040, 0041, 0042. Packaging and marking
requirements are not applicable to these items.
D-3. CLINS 0009, 0016, 0023, 0030, 0037, 0044. The data called for under Exhibit A. Contract Data
Requirements List (DD Form 1423) shall be packaged, packed and marked in accordance with (IAW) best
commercial practices to assure safe delivery at destination.
D—4. CLINS 0002, 0008, 0010, 0015, 0017, 0022, 0024, 0029, 0031, 0036, 0038, 0043. The supplies to
be furnished shall be packaged and packed IAW the Statement of Work, the performance specification,
or best commercial practices to assure safe delivery at destination.
*** END OF NARRATIVE D 001 ***
CONTINUATION SHEET
|
Reference No. of Document Being Continued | Page 45 of 100 | ||
| PIIN/SIIN W58RGZ-05-C-0338 MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||
SECTION E — INSPECTION AND ACCEPTANCE
| Regulatory Cite | Title | Date | ||||
E-1
|
52.246- 2 | INSPECTION OF SUPPLIES—FIXED-PRICE | AUG/1996 | |||
E-2
|
52.246- 3 | INSPECTION OF SUPPLIES—COST-REIMBURSEMENT | MAY/2001 | |||
E-3
|
52.240- 5 | INSPECTION OF SERVICES—COST-REIMBURSEMENT | APR/1984 | |||
E-4
|
52.246- 8 | INSPECTION OF RESEARCH AND DEVELOPMENT—COST-REIMBURSEMENT | MAY/2001 | |||
E-5
|
52.246-16 | RESPONSIBILITY FOR SUPPLIES | APR/1984 | |||
E-6
|
252.246-7000 | MATERIAL INSPECTION AND RECEIVING REPORT | MAR/2003 | |||
E-7 CLINS 0001, 0003, 0004, 0005, 0006, 0007, 0011, 0012, 0013, 0014, 0018, 0019, 0020, 0021, 0025,
0026, 0027, 0028, 0032, 0033, 0034, 0035, 0039, 0040, 0041, 0042. Inspection and acceptance of
these services and materials will be conducted at the site of performance by the PCO or designated
representative.
E-8 CLINS 0009, 0016, 0023, 0030, 0037, 0044. Inspection and acceptance for data submitted via
Material Inspection and Receiving Report, DD Form 250, will be made by the Contracting Officer, or
designated representative.
E-9 CLINS 0002, 0008, 0010, 0015, 0017, 0022, 0024, 0029, 0031, 0036, 0038, 0043. Inspection and
Acceptance for the supplies to be furnished shall be submitted via Material Inspection Receiving
Report, DD Form 250, will be made by the Contracting Officer, or designated representative.
*** END OF NARRATIVE E 001 ***
CONTINUATION SHEET
|
Reference No. of Document Being Continued | Page 46 of 100 | ||
| PIIN/SIIN W58RGZ-05-C-0338 MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||
SECTION F — DELIVERIES OR PERFORMANCE
| Regulatory Cite | Title | Date | ||||
F-l
|
52.211-17 | DELIVERY OF EXCESS QUANTITIES | SEP/1989 | |||
F-2
|
52.242-15 | STOP-WORK ORDER (AUG 1989) — ALTERNATE I | APR/1984 | |||
F-3
|
52.242-15 | STOP-WORK ORDER | AUG/1989 | |||
F-4
|
52.242-17 | GOVERNMENT DELAY OF WORK | APR/1984 | |||
F-5
|
52.247-29 | F.O.B. ORIGIN | FEB/2006 | |||
F-6
|
52.247-61 | F.O.B. ORIGIN—MINIMUM SIZE OF SHIPMENTS | APR/1984 | |||
F-7
|
52.247-65 | F.O.B. ORIGIN, PREPAID FREIGHT—SMALL PACKAGE SHIPMENTS | JAN/1991 | |||
F-8. SEE Attachment 08 for additional deliveries or performance information.
*** END OF NARRATIVE F 001 ***
CONTINUATION SHEET
|
Reference No. of Document Being Continued | Page 47 of 100 | ||
| PIIN/SIIN W58RGZ-05-C-0338 MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||
| PRON/ AMS CD/ | OBLG | JOB ORDER | ACCOUNTING | OBLIGATED | ||||||||||||||||
| LINE ITEM | MIPR | ACRN | STAT | ACCOUNTING CLASSIFICATION | NUMBER | STATION | AMOUNT | |||||||||||||
0001AA |
9U4SU4CCD9 | AA | 3 | 21 | 42040000045E5E22P643747255Y | S01021 | 49USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0002AA |
9U5SUAB1D9 | AC | 1 | 21 | 52040000055E5E22P64374731E8 | S01021 | 59USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0002AB |
9U5R44B3D9 | AD | 1 | 21 | 52035000055E5E22P53900031E6 | S01021 | 59UR44 | W31G3H | $ | [***] | ||||||||||
| 53900017178 | ||||||||||||||||||||
0003AA |
9U5SUAC1D9 | AB | 1 | 21 | 52040000055E5E22P643747255Y | S01021 | 59USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0004AA |
9U5SUAC2D9 | AB | 1 | 21 | 52040000055E5E22P643747255Y | S01021 | 59USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0004AB |
9U5SUARVD9 | AE | 1 | 21 | 52040000056N6N7H622307M255Y | S01021 | 5RNP02 | HQ0304 | $ | [***] | ||||||||||
| 622307. MP221 | ||||||||||||||||||||
| RN5P0201RVD2 | ||||||||||||||||||||
0005 |
9U5SUAC3D9 | AB | 1 | 21 | 52040000055E5E221P643747255Y | S01021 | 59USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0006AA |
9U5SUAC4D9 | AB | 1 | 21 | 52040000055E5E22P643747255Y | S01021 | 59USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0007AA |
9U5SUAC5D9 | AB | 1 | 21 | 52040000055E5E22P643747255Y | S01021 | 59USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0008AA |
9U5SUAB2D9 | AC | 1 | 21 | 52040000055E5E22P64374731E8 | S01021 | 59USUA | W31G3H | $ | [***] | ||||||||||
| 643747C0900 | ||||||||||||||||||||
0008AB |
9U5R44B4D9 | AD | 2 | 21 | 52035000055E5E22P53900031E6 | S01021 | 59UR44 | W31G3H | $ | [***] | ||||||||||
| 53900017178 | ||||||||||||||||||||
0010AA |
9U6R44A1D9 | AG | 1 | 21 | 62035000065E5E22P52809531E6 | S01021 | 69UR44 | W31G3H | $ | [***] | ||||||||||
| 52809563064 | ||||||||||||||||||||
0010AB |
9U6US0COM2 | AH | 1 | 97 | 6030056SA65E5E22P547UVP31E6 | S01021 | 69USSM | W31G3H | $ | [***] | ||||||||||
| 547UVP00000 | ||||||||||||||||||||
0012 |
9U6GRVA1D9 | AF | 1 | 21 | 62020000065E5E22P1351972571 | S01021 | 69UGRV | W31G3H | $ | [***] | ||||||||||
| 13519700000 | ||||||||||||||||||||
0013AA |
9U6GRVA1D9 | AF | 1 | 21 | 62020000065E5E22P1351972571 | S01021 | 69UGRV | W3103H | $ | [***] | ||||||||||
| 13519700000 | ||||||||||||||||||||
0014AA |
9U6GRVB8D9 | AF | 1 | 21 | 62020000065E5E22P1351972571 | S01021 | 69UGRV | W31G3H | $ | [***] | ||||||||||
| 13519700000 | ||||||||||||||||||||
0015AA |
9U6R44A2D9 | AG | 1 | 21 | 62035000065E5E22P52809531E6 | S01021 | 69UR44 | W31G3H | $ | [***] | ||||||||||
| 52809563064 | ||||||||||||||||||||
0015AB |
9U6USOCOM1 | AH | 1 | 97 | 6030056SA65E5E22P547UVP31E6 | S01021 | 69USSM | W31G3H | $ | [***] | ||||||||||
| 547UVP00000 | ||||||||||||||||||||
| TOTAL | $ | [***] | ||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
CONTINUATION SHEET
|
Reference No. of Document Being Continued | Page 48 of 100 | ||
| PIIN/SIIN W58RGZ-05-C-0338 MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||
| TOTAL | ||||||||||||||
| BY | ACCOUNTING | OBLIGATED | ||||||||||||
| SERVICE NAME | ACRN | ACCOUNTING CLASSIFICATION | STATION | AMOUNT | ||||||||||
Army |
AA | 21 | 42040000045E5E22P643747255Y | S01021 | W31G3H | $ | [***] | |||||||
Army |
AB | 21 | 52040000055E5E22P643747255Y | S01021 | W31G3H | $ | [***] | |||||||
Army |
AC | 21 | 52040000055E5E22P64374731E8 | S01021 | W31G3H | $ | [***] | |||||||
Army |
AD | 21 | 52035000055E5E22P53900031E6 | S01021 | W31G3H | $ | [***] | |||||||
Army |
AE | 21 | 52040000056N6N7H622307M255Y | S01021 | HQ0304 | $ | [***] | |||||||
Army |
AF | 21 | 62020000065E5E22P1351972571 | S01021 | W31G3H | $ | [***] | |||||||
Army |
AG | 21 | 62035000065E5E22P52809531E6 | S01021 | W31G3H | $ | [***] | |||||||
Army |
AR | 97 | 6030056SA65E5E22P547UVP31E6 | S01021 | W31G3H | $ | [***] | |||||||
| TOTAL | $ | [***] | ||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
1
CONTINUATION SHEET
|
Reference No. of Document Being Continued | Page 49 of 100 | ||
| PIIN/SIIN W58RGZ-05-C-0338 MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||
SECTION H — SPECIAL CONTRACT REQUIREMENTS
| Regulatory Cite | Title | Date | ||||
H-l
|
52.243-4000 | ENG CHG PROPOSAL, VALUE ENG CHG PROPOSAL, REQUEST FOR DEVIATION, REQUEST FOR WAIVER, ENG RELEASE RECORDS, NOTICE OF REVISION, & SPECIFICATION CHG NOTICE PREPARATION AND SUBMISSION INSTRUCTIONS |
JUN/2005 |
1. Contractor initiated Engineering Change Proposals (ECPs), Value Engineering Change Proposals
(VECPs), Request for Deviations (RFDS), and Request for Waivers (REWs), collectively referred to as
“proposals”, shall be prepared, submitted and distributed in accordance with paragraphs 2, 3 and 4
below except as specified in paragraph 5 below.
2. Format.
a. Class 1 ECPs require the “Long Form Procedure” for documenting the change and describing
the effects of the change on the suitability and supportability of the Configuration Item (CI).
Class I ECPs should be limited to those that are necessary or offer significant benefit to the
Government. Class I ECPs are those that affect the performance, reliability, maintainability,
survivability, weight, balance, moment of inertia, interface characteristics, electromagnetic
characteristics, or other technical requirements in the specifications and drawings. Class I ECPs
also include those changes that affect Government Furnished Equipment, safety, compatibility,
retrofit, operation and maintenance manuals, interchangeability, substitutability, replaceability,
source control specifications and drawings, costs, guarantees or warranties, deliveries, or
schedules. Class II ECPs are those that do not affect form, fit and function, cost, or schedule of
the system CI and do not meet the other criteria described above for Class I ECPs.
b. Long Form Procedure, Class I changes to the CI require that AMSAM-RD Form 523, pages 1
through 7 (as applicable), be prepared. Use of this procedure assures that all effects of the
change on the CI are properly addressed and documented to the necessary detail to allow proper
evaluation of the proposed change.
c. Short Form Procedure, ECPs and VECPs , which meet the requirements of Class II ECPs, shall
be prepared using AMSAM-RD Form 523 (page 1 only). Supplemental pages may be used with the form as
necessary. The responsible Contract Management Office (CMO) will enter the appropriate data in
Block 5 “Class of ECP”, Block 6 “Justification Codes”, and Block 7 “Priority.”
d. The Contractor shall not manufacture items for acceptance by the Government that
incorporate a known departure from requirements, unless the Government has approved a RFD. RFDs
shall be prepared using AMSAM-RD Form 527 or AMSRD-AMR Form 530 (Type I, see block 5 on the form).
e. The Contractor shall not submit items for acceptance by the Government that include a known
departure from the requirements, unless the Government has approved a RFW. RFWs shall be prepared
using AMSAM-RD Form 527) or AMSRD-AMR Form 530 (Type II, see block 5 on the form).
f. Each ECP, RFD or RFW shall be accompanied by a written and signed evaluation prepared by
the responsible Defense Contract Management Agency (DCMA) technical representative. The DCMA
written evaluation shall be considered part of the ECP/RFD/RFW proposal.
g. Classification of RFDs/RFWs.
(1) Major RFDs/RFWs. RFDs/RFWs written against CIs shall be designated as major when the
RFD/RFW consists of acceptance of an item having a nonconformance with contract or configuration
documentation involving health; performance; interchangeability; reliability; survivability;
maintainability; effective use or operation; weight; appearance (when a factor); or when there is a
departure from a requirement classified as major in the contractual documentation.
(2) Critical RFDs/RFWs. RFDs/RFWs written against CIs shall be designated as critical when the
RFD/RFW consists of acceptance of an item having a nonconformance with contract or configuration
documentation involving safety or when there is a departure from a requirement classified as
critical in the contractual documentation.
(3) Minor RFDs/RFWs. RFDs/RFWs written against CIs shall be designated as minor when the
RFD/RFW consists of acceptance of an item having a nonconformance with contract or configuration
documentation which does not involve any of the factors listed above in paragraphs g(1) or (2), or
when there is a departure from a requirement classified as minor in the contractual documentation.
h. Proposals shall include sufficient technical data to describe all changes from existing
contract requirements.
i. Proposals shall include sufficient justification for making the change, including a
statement of contract impact, if the change is not authorized.
j. Proposals for ECPs shall set forth a “not to exceed” price and delivery adjustment
acceptable to the Contractor if the Government subsequently approves the proposal. If approved, the
equitable increase shall not exceed this amount.
k. Times allowed for technical decisions for ECP and RFD/RFW proposals will be worked out via
mutual agreement between the Contractor and the Government.
CONTINUATION SHEET
|
Reference No. of Document Being Continued | Page 50 of 100 | ||
| PIIN/SIIN W58RGZ-05-C-0338 MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||
1. The Contractor shall submit, concurrent with the ECP, a separate AMSAM-RD Form 525,
“Specification Change Notice” (SCN), for each specification that would require revision if the ECP
were approved.
m. Proposals for VECPs shall set forth a “not less than” price and delivery adjustment
acceptable to the Contractor if the Government subsequently approves the proposal. If approved, the
savings shall not be less than this amount.
n. The Contractor shall utilize AMSAM-RD Form 526, “Engineering Release Record” (ERR) to
release new or revised configuration documentation to the Government for approval.
o. The Contractor shall utilize AMSAM-RD Form 524, “Notice of Revision” (NOR) to describe the
exact change(s) to configuration documentation specified as a data requirement in the contract. The
Contractor shall describe the change using sub-sections entitled “WAS” to describe the current
contractual technical requirement and “IS” to describe the proposed new requirement.
3. Submittal. The Contractor shall submit two (2) copies of each proposal to the
responsible Administrative Contracting Officer (ACO). One (1) copy of each proposal shall be
returned to the Contractor within (5) working days after receipt by the ACO, stating whether or not
the proposal is in compliance with this provision. Any unresolved differences between the ACO and
the Contractor concerning ECPs, VECPs, RFWs or RFDs will be submitted to the PCO for resolution.
Submittals may be made by electronic means by scanning the appropriate completed forms into a
computer or preparing the forms electronically.
4. Distribution.
a. Electronic Distribution. The preferred method of distribution is through the
Internet E-mail System to the PCO. Microsoft Word is required for use with the transmittal letter
(E-mail). Required forms will be attached to the E-mail. All forms may be obtained from the AMCOM
Acquisition Center Website (https://wwwproc.redstone.army.mil/acquisition) by clicking on
“Forms/Checksheets.” The forms are in both “Adobe Acrobat” and “Form Flow” formats. In order to
access and use the forms, the user must have the “Adobe Acrobat” or “Form Flow” software installed
on their computer. Drawings may be scanned into the computer and sent as an attachment. In some
cases, because of size, drawings may have to be sent as hard copies or sent under special
electronic instructions provided by the PCO. Contractors who do not have access to the AMCOM
Acquisition Center Website will need to contact the PCO, the appropriate Project Office
Configuration Management Office, or the Technical Data Management Division (AMSRD-AMR-SE-TD) to
have the forms sent to their facility.
b. Hard Copy Distribution of Class I or II ECPs and RFD/RFWs. For each Class I or II
ECP, or each RFD/RFW that the ACO determines to be in compliance with this provision, the
Contractor shall submit the original plus five copies to the PCO and one copy to the ACO. Upon
receipt of any type of change proposal that is submitted to the PCO, the ACO shall immediately
submit DCMA’s written evaluation pertaining to the proposed engineering change action to the PCO.
Assistance in preparing any of these proposals may be obtained from the ACO or AMCOM Change Control
Point at:
Aviation and Missile Research, Development, and Engineering Center
ATTN: ANSRD-AMR-SE-TD-CM
Redstone Arsenal, AL 35898-5000
Telephone: 256-876-1335
ATTN: ANSRD-AMR-SE-TD-CM
Redstone Arsenal, AL 35898-5000
Telephone: 256-876-1335
c. Hard Copy Distribution of VECPs. For each VECP that the ACO determines to be in
compliance with this provision, the Contractor shall submit the original plus five copies to the
PCO and one copy to the ACO. Upon receipt of any VECP that is submitted to the PCO, the ACO shall
immediately submit DCMA’s written evaluation to the PCO. The Contractor shall also submit one copy
of the VECP to the Value Engineering Program Manager (VEPM) whose address is below. Assistance in
preparing VECPs may be obtained from the VEPM.
Aviation and Missile Research, Development, and Engineering Center
ATTN: AMSRD-AMR-SE-IO-VE
Redstone Arsenal, AL 35898-5000
Telephone: 256-876-8163
ATTN: AMSRD-AMR-SE-IO-VE
Redstone Arsenal, AL 35898-5000
Telephone: 256-876-8163
5. Alternate Format, Submittal or Distribution Process. Proposals may be prepared in a
different format, submitted using a different submittal process or distributed in a different
manner than specified in paragraphs 2, 3 and 4 above, so long as the alternate approach is in
accordance with a Government approved configuration management plan governed by this contract or
the PCO authorizes the alternate format, submittal, or distribution process.
6. Government Acceptance. Acceptance of a proposal by the Government shall be affected by
the issuance of a change order or execution of a supplemental agreement incorporating the proposal
into the contract unless the PCO authorizes another method of acceptance. The Government will
notify the Contractor in writing if a proposal is determined to be unacceptable.
(End of clause)
H-2
|
RESERVED | |
H-3
|
RESERVED | |
H-4
|
SPECIAL DEFINITIONS |
CONTINUATION SHEET
|
Reference No. of Document Being Continued | Page 51 of 100 | ||
| PIIN/SIIN W58RGZ-05-C-0338 MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||
| CONTRACTOR REPRESENTATIVES DEPLOYED ON-SITE ARE ELIGIBLE FOR CONSIDERATIONS PROVIDED TO COMPANY GRADE OFFICERS, SUBJECT TO AVAILABILITY AND APPROVAL OF THE INSTALLATION/SITE COMMANDER. | ||
H-5
|
FLIGHT ON MILITARY AIRCRAFT | |
| TRAVEL BY COMMERCIAL/GOVERNMENT/U.S. ARMY AIRCRAFT IS AUTHORIZED IN SUPPORT OF ANY DEPLOYMENT OPERATIONS. IF TRAVEL IS IN CONJUNCTION WITH OBLIGATIONS TO PROVIDE LOGISTICAL SUPPORT (I.E., AIRCRAFT REPAIR AND TECHNICAL ASSISITANCE UNDER THIS CONTRACT), SUPPORT WILL BE AS NECESSARY TO ACCOMPLISH DEPLOYMENT OBJECTIVES. THE CONTRACTOR WILL BE REQUIRED TO FLY VIA MILITARY FIXED WING OR ROTARY AIRCRAFT DURING THIS DEPLOYMENT. THIS REQUIREMENT INCLUDES THE INITIAL DEPLOYMENT TO THE OCONUS LOCATION. | ||
H-6
|
STATUS OF FORCES AGREEMENTS (SOFA) LOGISTICS SUPPORT AND PRIVILEGES | |
| SOFA LOGISTICS SUPPORT AND PRIVILEGES, AS AVAILABLE, WILL BE FURNISHED TO THE CONTRACTOR AND WILL BE THE SAME AS THOSE PROVIDED FOR DOD CIVILIANS, GS-11 OR EQUIVALENT. PAYMENT FOR LODGING AND SUBSISTENCE WILL BE PROVIDED UNDER THE TERMS AND CONDITIONS OF THIS CONTRACT. FOR THE PERIOD OF ACCREDITATION, WITH THE APPROVAL OF THE LOCAL COMANDER, THE CONTRACTOR WILL BE PROVIDED THE FOLLOWING; |
| A. | ACCESS TO THE BASE COMMISSARY AND AAFES FACILITIES (MILITARY EXCHANGE, INCLUDES RATIONED ITEMS); | ||
| B. | ACCESS TO U.S. MILITARY FACILITIES; | ||
| C. | ACCESS TO AND USE OF MILITARY BANKING FACILITIES AND/OR MILITARY FINANCE OFFICES; | ||
| D. | ACCESS TO AND USE OF MORTUARY SERVICES; | ||
| E. | ACCESS TO AND USE OF MILITARY POST OFFICES; | ||
| F. | ACCESS TO AND USE OF MILITARY BILLETING FACILITIES; | ||
| G. | ACCESS TO AND USE OF OFFICER OR NCO/EM CLUBS; | ||
| H. | ACCESS TO AND USE OF MILITARY SUPPLY SYSTEMS, AS APPROPRIATE; | ||
| I. | PURCHASE OF PETROLEUM AND OIL; | ||
| J. | ACCESS TO AND USE OF MESSING FACILITIES AT REMOTE SITES ONLY (REIMBURSABLE); | ||
| K. | CUSTOMS EXEMPTION; | ||
| L. | ACCESS TO AND USE OF MEDICAL/DENTAL SERVICES ON A REIMBURSABLE BASIS. |
| IF DEPLOYMENT IS REQUIRED UNDER THIS CONTRACT TO COUNTRIES WITHOUT A SOFA, A LETTER OF ACCREDITATION/AUTHORIZATION WILL BE ISSUED ON AN “AS NEEDED” OR CASE-BY-CASE BASIS FOR CONTRACTOR CIVILIAN EMPLOYEES, GS-11 OR EQUIVALENT, SUBJECT TO LOCAL POLICY, REGULATIONS, AND AVAILABILITY. | ||
H-7
|
Contractor Support in a Deployment Situation |
1.0 — Purpose
The contractor shall provide support for the SUAV System Program in support of deployments,
contingencies and exercises in CONUS and OCONUS locations. Support shall be provided during
deployment, during in-theater of operations, and during redeployment from areas of operation,
contingencies, and exercises.
2.0 — Obligation
The contractor’s obligation in providing contractor support in a deployment situation is limited to
providing its reasonable best efforts to provide personnel to deploy with a military unit in a
deployment situation that could involve hostilities. The contractor’s subsequent inability to
provide personnel is an excusable delay and the contract cannot be terminated for default as a
result thereof.
No change in the scope or within the scope of this contract, which would effect a change in any
term or provision of this contract shall be made except by official contract modification executed
by the Contracting Officer. The contractor shall ensure that all contractor personnel are
knowledgeable and cognizant of this contract clause. Changes to contract effort accepted and
performed by contractor personnel outside of the scope of this contract without specific
authorization of the contracting officer shall be the responsibility of the contractor.
The contracting officer may change the priorities of the contractor’s activities within the terms
and conditions of the contract.
The contractor is responsible for supervision and direction of all contractor personnel and for
on-site liaison with functional U.S. organizations. The contractor and its personnel shall not
supervise or be supervised by government personnel.
The regional combatant commander (previously referred to as the commander in chief [CINC]) is
responsible for accomplishing the mission and ensuring the safety of all deployed military,
government civilians, and contractor employees in support of US military operations.
When US citizen contractor employees are involved in supporting an operation, they must be
accounted for in the similar manner as military and DAC personnel.
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3.0 — Definition of Terms
“Contractor Personnel” includes all agents, personnel, subcontractors, and vendors of the prime
contractor. For deployment purposes, contractor personnel are neither combatants nor noncombatants.
Under international agreement, they are considered civilians authorized to accompany the force in
the field.
“Combat Related Tasks” means any aggressive offensive hostile action against an enemy of the United
States other than actions directly related to self-defense.
“Contracting Officer”, for the purposes of this clause only, includes the Contracting Officer’s
technical representatives and the Contracting Officer’s designated representatives.
“Deployment” is the relocation of forces to desired areas of operations.
4.0 — Reserved
5.0 — Management
5.0.1 The contractor shall ensure that all contractor personnel, including subcontractors, comply
with all guidance, instructions, and general orders applicable to U.S. Armed Forces and DOD
civilians and issued by the Theater Commander or his/her representative. This will include any and
all guidance and instructions issued based upon the need to ensure mission accomplishment, force
protection and safety.
5.0.2 The contractor shall comply, and shall ensure that all deployed contractor personnel comply,
with pertinent Service and DoD directives, policies, and procedures. The contractor shall also
ensure compliance with all federal statutes, judicial interpretations and international agreements
(e.g., Status of Forces Agreements, Host Nation Support Agreements, etc.) applicable to U.S. Armed
Forces or U.S. citizens in the area of operations. Disputes will be resolved by the Contracting
Officer. Except when required by statue, contractor personnel will not be subject to the Uniform
Code of Military Justice, including, without limitation, the absence/desertion provisions of the
code. When criminal activity is involved, the Host Nation’s laws and international agreements may
take precedence. In the absence of any host-nation involvement, the commander may utilize the
Military Extraterritorial Jurisdiction Act (Public Law 106-523) of 2000.
5.0.3 The contractor shall take reasonable steps to ensure the professional conduct of its
personnel and subcontractors.
5.0.4 The contractor shall promptly resolve, to the satisfaction of the Contracting Officer, all
contractor personnel performance and conduct problems identified by the cognizant Contracting
Officer or his/her designated representative.
5.0.5 The Contracting Officer may direct the contractor, at the contractor’s expense, to remove or
replace any contractor personnel failing to adhere to instructions and general orders issued by the
Theater Commander or his/her designated representative.
5.0.6 The Contracting Officer, the Contracting Officer’s technical representative, and the
Contracting Officer’s representatives are the U.S. Government (“Government”) officials responsible
for administering the contractor’s performance. All questions regarding authorized direction should
be brought to the attention of one of these Government officials.
5.1 — Accounting for Personnel
5.1.1 As directed by the Contracting Officer or his/her representative and based on instructions of
the Theater Commander, the contractor shall report its personnel, including third country
nationals, entering and/or leaving the area of operations by name, citizenship, location, Social
Security number (SSN) or other official identity document number.
5.1.2 Contractor personnel shall be assigned to the Logistics Support Element for administrative
and personnel reporting purposes and shall comply with the reporting instructions of the Logistics
Support Element commander.
5.2 — Risk Assessment and Mitigation
5.2.1 The contractor will prepare plans for support of military operations as required by the
contract or as directed by the Contracting Officer.
5.2.2 For badging and access purposes, the contractor will provide the Service with a list of all
personnel (including qualified subcontractors and/or local vendors being used in the area of
operations) with all required identification and documentation information. Changes/updates will be
coordinated with service representative.
5.2.3 As required by the operational situation, the Government will relocate contractor personnel
(who are citizens of the United States, aliens resident in the United States or third country
nationals, not resident in the host nation) to a safe area or evacuate them from the area of
operations. The U.S. State Department has responsibility for evacuation of non-essential personnel.
5.2.4 The contractor will brief its personnel regarding the potential danger, stress, physical
hardships and field living conditions.
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5.2.5 The contractor will require all its personnel to acknowledge in writing that they understand
the danger, stress, physical hardships and field living conditions that are possible if the
personnel deploy in support of military operations.
5.2.6 The contractor will designate a point of contact for all of its plans and operations and
establish an operations center to plan and control the contractor deployment process and resolve
operational issues with the deployed force.
5.2.7 The Government will provide operational support services, as available, to the Contractor, to
include connectivity to telecommunications resources, or any other services that are needed to
assist the contractor in performing its mission
5.2.8 The Government will incorporate contractor personnel into Government Contingency Plans and
contractor personnel will be afforded the same rights privileges, protection and priority as U.S.
Government personnel.
5.3 — Reserved
5.4 — Reserved
5.5 — Force Protection
5.5.1 While performing duties in accordance with the terms and conditions of the contract, the
Service will provide force protection to contractor personnel commensurate with that given to
Service/Agency (e.g. Army, Navy, Air Force, Marine, Defense Logistics Agency (DLA)) civilians in
the operations area.
5.5.2 Contractor personnel accompanying U.S. Armed Forces may be subject to hostile actions. If
captured, the status of contractor personnel will depend on the type of conflict, applicability of
any relevant international agreements, and the nature of the hostile force. The full protections,
granted to Prisoners of War (POW) under the Geneva (1949) and Hague (1907) Conventions apply only
during international armed conflicts between the signatories to these conventions. Therefore,
contractor personnel status will depend on the specific circumstances of an operation. When the
United States is a participant in an international armed conflict, contractor personnel are
entitled to be protected as POWs if captured by a force that is a Geneva/Hague convention
signatory. To ensure proper treatment, contractor personnel will be provided with a Geneva
Conventions (DD Form 489) or similar identification card. Contractor personnel will be considered
at least GS-12 equivalents for this purpose.
5.5.3 The Government shall support requests of contractor personnel to pay counsel fees, court
costs, bail, interpreter fees or other fees and expenses pursuant to 10 U.S.C. Section 1037.
5.6 — Vehicle and Equipment Operation
5.6.1 The contractor shall ensure personnel possess the required civilian licenses to operate the
equipment necessary to perform contract requirements in the theater of operations in accordance
with the Statement of Work.
5.6.2 The Government authorizes deployed contractor personnel to operate, drive, and/or ride
Government Tactical Vehicles as required in the performance of their duties in execution of this
contract. Before operating any military owned or leased equipment, the contractor personnel shall
provide proof of license (issued by an appropriate governmental authority) to the Contracting
Officer or his/her representative.
5.6.3 The Government, at its discretion, may train and license contractor personnel to operate
military owned or leased equipment.
5.6.4 While operating a military owned or leased vehicle or equipment, contractor personnel may be
subject to the local laws and regulations of the country, area, city, and/or camp in which
deployed. The contractor and its personnel may be held jointly and severally liable for all damages
resulting from the unsafe or negligent operation of military owned or leased equipment.
5.7 — Response Time, On-Call Duty or Extended Hours
5.7.1 The contractor, upon issuance of a task order, modification, or equivalent order by the
Contracting Officer or his/her designated representative, shall effect all actions necessary to
ensure all required personnel and equipment are at the location(s) identified and at the times
specified in the task order, modification or equivalent order.
5.7.2 The contractor shall be reasonably available to work “on-call” during other than “regular
hours” to perform high priority tasks.
5.7.3 The Contracting Officer, or his/her designated representative, will identify the parameters
of “on-call” duty.
5.7.4 The contractor shall be available to work extended hours to perform mission essential tasks
as directed by the Contracting Officer.
5.7.5 The Contracting Officer may negotiate an equitable adjustment to the contract consistent with
pre-award cost negotiations concerning extended hours, surges, and overtime requirements.
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5.8 — Clothing and Equipment Issue
5.8.1 The contractor shall ensure that contractor personnel possess the necessary personal clothing
and safety equipment to execute contract performance in the theater of operations in accordance
with the statement of work. Clothing should be distinctive and unique and not imply that the
contractor is a military member, while at the same time not adversely affecting the Government’s
tactical position in the field.
5.8.2 Unless specifically authorized by the Theater Commander, contractors accompanying the force
are not authorized to wear military uniforms, except for specific items required for safety and
security. If required, the Government shall provide to the contractor all military unique
organizational clothing and individual equipment. Types of organizational clothing and individual
equipment may include Nuclear, Biological, and Chemical defensive equipment.
5.8.2.1 The Contracting Officer shall identify to the contractor the organizational clothing and
individual equipment. Upon receipt of organizational clothing and individual equipment, the
contractor shall assume responsibility and accountability for these items.
5.8.2.2 The contractor or contractor personnel shall sign for all issued organizational clothing
and individual equipment, thus, acknowledging receipt and acceptance of responsibility for the
proper maintenance and accountability of issued organizational clothing and individual equipment.
5.8.2.3 The contractor shall ensure that all issued organizational clothing and individual
equipment is returned to the Government. Upon return of organizational clothing and individual
equipment to the Government, the contractor shall be responsible for requesting, maintaining, and
providing to the Contracting Officer documentation demonstrating the return of issued
organizational clothing and individual equipment to Government control.
5.8.2.4 The Contracting Officer will require the contractor to reimburse the Government for
organizational clothing and individual equipment lost or damaged due to the contractor’s willful
misconduct.
5.9 — Legal Assistance
5.9.1 The contractor will ensure its personnel deploying to or in a theater of operations are
furnished the opportunity and assisted with making wills and other estate planning instruments as
well as with any necessary powers of attorney prior to deployment processing and/or deployment.
5.9.2 While contractor personnel are deployed in the theater of operations, the Government shall
provide legal assistance in accordance with the following conditions and as permissible under
Military Department Regulations.
5.9.2.1 The legal assistance is in accordance with applicable international agreements and approved
by the host nation government.
5.9.2.2 Legal assistance, which is provided, is limited and ministerial in nature (for example,
witnessing signatures on documents and providing notary services), legal counseling (to include
review and discussion of legal correspondence and documents), and legal document preparation
(limited to powers of attorney and advanced medical directives), and help retaining non-DOD
civilian attorneys.
5.10 — Central Processing and Departure Point (Conus Replacement Center — CRC)
5.10.1 The Government is responsible for providing information on all requirements necessary for
deployment. For any contractor personnel determined by the Government at the deployment processing
site to be non-deployable, the contractor shall promptly remedy the problem. If the problem cannot
be remedied in time for deployment, a replacement having equivalent qualifications and skills shall
be provided to meet the re-scheduled deployment timeline as determined by the Contracting Officer.
5.10.2 The Contracting Officer shall identify to the contractor all required mission training and
the location of the required training.
5.10.3 The contractor shall ensure that all deploying personnel receive all required mission
training and successfully complete the training.
5.10.4 The Contracting Officer shall inform the contractor of all Nuclear, Biological, and Chemical
(NBC) equipment and Chemical Defensive Equipment (CDE) training requirements and standards.
5.10.5 The Government shall provide the contractor personnel with CDE familiarization training for
the performance of mission essential tasks in designated high threat countries. This training will
be commensurate with the training provided to DoD civilian personnel.
5.11 — Standard Identification Cards
5.11.1 The Contracting Officer shall identify to the contractor all identification cards and tags
required for deployment and shall inform the contractor where the identification cards and tags are
to be issued.
5.11.2 The Contracting Officer shall coordinate for issuance of required identification cards and
tags for all contractor personnel not processing through a CRC.
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5.11.3 The contractor shall ensure that all deploying individuals have the required identification
tags and cards prior to deployment.
5.11.4 Upon redeployment, the contractor will ensure that all issued controlled identification
cards and tags are returned to the Government.
5.12 — Medical
5.12.1 The Contracting Officer shall provide the contractor with all physical, medical, and dental
requirements and standards necessary for deployment. The contractor shall conduct physical and
medical evaluations, as necessary, of all of its deployable personnel at contractor and/or employee
expense to ensure that they are capable of enduring the rigors of deployment in support of the
military operation. Physical and medical evaluation costs due to Government requirements that are
above normal physical and medical evaluation requirements will be considered allowable costs.
5.12.2 The contractor shall be responsible for providing qualified, capable personnel who meet the
physical standards, medical requirements, and standard immunization requirements for job
performance in the designated theater of operations. Army Regulation 40-562 provides detailed
information concerning immunizations. The Centers for Disease Control provide an Internet-based
health information service that includes recommended immunizations at www.cdc.gov/travel.
5.12.3 Contractor personnel shall be required to present their medical and dental records with a
recent history and physical not over 12 months old for screening at the CRC. The dental record must
indicate a dental exam that is not over six months old. Medical screening at the CRC may include
DNA sampling and military/area unique immunizations for contractors deploying OCONUS.
5.12.4 RESERVED
5.12.5 While in the area of operations, eligible contractor personnel deployed shall receive
medical and dental care/support equivalent to that provided to military personnel. This care will
include, as required:
\’b7 Inpatient and outpatient services (routine and emergency care).
\’b7 Pharmaceutical Support.
\’b7 Evacuation
\’b7 Any other medical support as determined by appropriate military authorities, in accordance with recommendations from the command surgeon.
\’b7 Pharmaceutical Support.
\’b7 Evacuation
\’b7 Any other medical support as determined by appropriate military authorities, in accordance with recommendations from the command surgeon.
5.12.6 The Government shall provide injections against biological and chemical warfare to
contractor personnel as appropriate.
5.12.7 Deploying civilian contractor personnel shall carry with them a minimum 90-day supply of any
medication they require. When required, contractor personnel will deploy with two pairs of
eyeglasses and a current prescription.
5.13 — Weapons and Training
5.13.1 In no event shall the contractor or contractor personnel be required to perform Combat
Related Tasks.
5.13.2 The government may issue weapons (sidearms) for self-defense to contractor personnel.
Acceptance of weapons by contractor personnel is at the discretion of the contractor and its
personnel. When accepted, contractor personnel are responsible for using the weapons in accordance
with the rules of engagement, policies, regulations, instructions, directives, guidance, and orders
issued by the Theater Commander, which shall be provided to or made known to contractor personnel,
all military regulations, and any contractor policies regarding possession, use, safety, and
accountability of weapons and ammunition. Contractor personnel self-defense is not a contract
requirement; therefore, contractor personnel are legally liable for any use that is not in
accordance with these above rules, instructions, directives, guidance, orders, regulations, and
policies. Only military issued ammunition may be used in any weapon that is accepted.
5.13.3 Prior to issuing any weapons to contractor personnel, the Government shall provide the
contractor personnel with weapons familiarization training commensurate to training provided to
Department of Defense civilian personnel.
5.13.4 The contractor shall ensure that its personnel adhere to all guidance and orders issued by
the Theater Commander or his/her representative regarding possession, use, safety and
accountability of weapons and ammunition.
5.13.5 Upon redeployment or notification by the Government, the contractor shall ensure that all
Government issued weapons and ammunition are returned to Government control.
5.13.6 Contractors will screen contractor personnel, and Subcontractors, to ensure that personnel
may be issued a weapon in accordance with U.S. or applicable host nation laws. Evidence of
screening will be presented to the Contracting Officer.
5.14 — Passports, Visas, Customs and Travel Orders
5.14.1 The contractor is responsible for obtaining all passports, visas, or other documents
necessary to enter and/or exit any area(s) identified by the Contracting Officer for contractor
personnel.
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5.14.2 All contractor personnel shall be subject to the customs processing procedures, entrance
and exit requirements, to include laws, treaties, agreements and duties for the country in which
they are deploying, and the customs requirements, procedures, laws, and duties of the United States
upon re-entry.
5.14.3 The Contracting Officer will determine and stipulate the allowability and allocability of
payment for entry/exit duties on personal items in possession of contractor personnel per U.S.
Customs Service rates and restrictions.
5.14.4 The Government will supply the contractor with a Letter of Authorization/identification, or
its equivalent, when necessary to performance of the contract in a deployment situation.
5.15 — Reception, Staging, Onward Movement and Integration
5.15.1 Upon arrival in the area of operations, contractor personnel will receive Reception,
Staging, Onward movement and integration (RSO&I), as directed by the Theater Commander or his/her
designated representative through the Contracting Officer or his/her designated representative.
5.15.2 The contractor should be prepared to move material and equipment using Government
transportation and comply with applicable transportation regulations, such as MILSTAMP, etc., for
safety, packaging, tie-down, etc.
5.16 — Living Under Field Conditions
The Government shall provide to contractor personnel deployed in the Theater of Operations the
equivalent field living conditions, quarters, subsistence, sanitary facilities, mail delivery,
laundry service, emergency medical and dental care, emergency notification, and other available
support afforded to Government personnel and military personnel in the theater of operations. When
living in the field environment, contractor personnel shall maintain a clean living area, be
considerate of others, and adhere to the Commander’s policies, directives, instructions, etc.
5.17 — Morale, Welfare and Recreation
The Government shall provide contractor personnel deployed in the theater of operations morale,
welfare, and recreation services commensurate with that provided to Department of Defense civilians
and military personnel deployed in the theater of operations providing the appropriate commander
approves.
5.18 — Status of Forces Agreement
5.18.1 Contractor personnel shall be granted Status of Forces Agreement (SOFA) protection where
appropriate. When applicable, these agreements may establish legal obligations independent of
contract provisions. SOFA agreements also define the legal status (e.g., host-nation criminal and
civil jurisdiction) and legal obligations (e.g., taxes, customs, etc.) of contractors in a host
nation.
5.18.2 The Contracting Officer shall inform the contractor of the existence of all relevant SOFA
and other similar documents, and provide copies upon request.
5.18.3 The contractor is responsible for obtaining all necessary legal advice concerning the
content, meaning, application, etc. of any applicable SOFAs, and similar agreements. The contractor
will inform the Contracting Officer of any impacts of these agreements.
5.18.4 The contractor shall adhere to all relevant provisions of the applicable SOFAs and other
similar related agreements.
5.18.5 The contractor is responsible for providing the Government with the required documentation
to acquire invited contractor or technical expert status, if required by SOFA.
5.19 — Tour of Duty/Hours of Work
5.19.1 The Contracting Officer, or his/her representative, shall provide the contractor with the
anticipated duration of the deployment. The contractor shall comply with all duty hours and tours
of duty identified by the Contracting Officer or his/her designated representative.
5.19.2 The contractor may rotate contractor personnel into and out of the theater provided
there is not degradation in mission. The contractor’s rotation of contractor personnel should be
appropriate with the duration of the deployment. The contractor will coordinate personnel changes
with the Contracting Officer or the Contracting Officer’s representative.
5.19.3 The Contracting Officer shall provide the contractor with the anticipated work schedule.
5.19.4 The Contracting Officer, or his/her designated representative, may modify the work schedule
to ensure the Government’s ability to continue to execute its mission.
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5.19.5 If contractor personnel depart an area of operations without contractor permission, the
contractor will ensure continued performance in accordance with the terms and conditions of the
contract. The replacement is at contractor expense and must be in place within 30 days or as
directed by the Contracting Officer or his/her designated representative.
5.20 — Health and Life Insurance
The contractor shall ensure that health and life insurance benefits provided to its deploying
personnel are in effect in the Theater of Operations and allow traveling in military vehicles.
Insurance is available under the Defense Base Act and Longshoreman’s and Harbor Workers
Compensation Act administered by the Department of Labor.
5.21 — Next of Kin Notification
Before deployment, the contractor shall ensure that each contractor personnel completes a DD Form
93, Record of Emergency Data Card, and returns the completed form to the designated Government
official.
5.22 — Return Procedures
5.22.l Upon notification of redeployment, the Contracting Officer shall authorize contractor
personnel travel from the Theater of Operations to the designated CONUS Replacement Center (CRC) or
individual deployment site.
5.22.2 The contractor shall ensure that all Government-issued clothing and equipment provided to
the contractor or the contractor’s personnel are returned to Government control upon completion of
the deployment.
5.22.3 The contractor shall provide the Contracting Officer with documentation, annotated by the
receiving Government official, of all clothing and equipment returns.
5.23 — Pay
In the event that the contractor must pay additional compensation above that contemplated under the
contract, to retain or obtain personnel to perform in a theater of operations during a declared
contingency, the contractor shall be entitled to an equitable adjustment under this contract. The
contractor shall furnish proper data to the Contracting Officer to substantiate any adjustment to
the contract. Failure to agree to an amount of any such adjustment shall be a dispute within the
meaning of the clause entitled “Disputes” as contained in this contract.
5.24 — Special Legal
Public Law 106-523, Military Extraterritorial Jurisdiction Act of 2000, amended Title 18, U.S.
Code, to establish Federal Jurisdiction over certain criminal offenses committed outside the United
States by persons employed by or accompanying the Armed Forces, or by members of the Armed Forces
who are released or separated from active duty prior to being identified and prosecuted for the
commission of such offenses, and for other purposes.
6.0 — Media
Contractor shall request guidance from Government media operations center if and/or when they are
approached by reporters seeking interviews or information on their participation in the
mission/operation.
*** END OF NARRATIVE H 001 ***
H-8 Option Exercise Provision
a. The following SLINs, which represent the LRIP requirements, are priced options. They may be
exercised unilaterally by the government by written notice to the contractor during the option
exercise period which is anytime between award of the basic contract and 31 December 2005. The
quantity of 10 each for SLINs 0002AA and 0008AA is a firm quantity. The delivery schedule/periods
of performance are as stated in Attachment 08.
| SLIN | Description | |
0002AA
|
Low Rate Initial Production | |
| Quantity 10 each | ||
0003AA
|
Contractor/DT Test | |
0004AA
|
Engineering Services |
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| SLIN | Description | |
0005AA
|
Accounting for Contract Services | |
0006AA
|
Logistics Support | |
0007AA
|
Training | |
0008AA
|
Initial Spares | |
| Quantity to Support 10 LRIP Systems |
b. The following SLINs, which represent the FY06 Full Rate Production requirements, are firm
options. They may be exercised unilaterally by the government by written notice to the contractor
during the option exercise period of 1 October 2005 through 30 September 2006. SLINs 0010AA and
0015AA are for range quantities. These options SLINs (0010AA and 0015AA) may be exercised one or
more times within the option exercise period as long as the cumulative quantity exercised does not
exceed the upper range quantity. If these options are exercised, deliveries of the option
quantities will be spread over the twelve month period following option exercise. The periods of
performance for SLINs 0011AA, 0012AA, 0013AA and 0014AA are as stated in Attachment 08.
| SLIN | Description | |
0010AA
|
FY06, Full Rate Production | |
| Quantity Range 1-376 each | ||
0015AA
|
FY06, Full Initial Spares Package | |
| Quantity Range 1-376 each | ||
0011AA
|
FY06, Engineering Services | |
0012AA
|
FY06, Accounting for Contract Services | |
0013AA
|
FY06, Logistics Support | |
0014AA
|
FY06, Training |
c. The NTE options (range quantities) for the SLINs shown below may be exercised unilaterally by
the government by written notice to the contractor during the option exercise period identified.
The options may be exercised one or more times within the option exercise period as long as the
cumulative quantity exercised does not exceed the upper range quantity. If the options are
exercised, deliveries of the option quantities will be spread over the twelve month period
following option exercise.
| SLIN | Description | Option Exercise Time Period | ||
0017AA |
FY07, Full Rate Production | Anytime during the period | ||
| Quantity Range 1-407 each | of 1 Oct 06 30 Sep 07 | |||
0022AA |
FY07, Initial Spares Package | Anytime during the period | ||
| Quantity Range 1-407 each | of 1 Oct 06 30 Sep 07 | |||
0024AA |
FY08, Full Rate Production | Anytime during the period | ||
| Quantity Range 1-305 each | of 1 Oct 07 30 Sep 08 | |||
0029AA |
FY08, Initial Spares Package | Anytime during the period | ||
| Quantity Range 1-305 each | of 1 Oct 07 30 Sep 08 | |||
0031AA |
FY09, Full Rate Production | Anytime during the period | ||
| Quantity Range 1-217 each | of 1 Oct 08 30 Sep 09 | |||
0036AA |
FY09, Initial Spares Package | Anytime during the period | ||
| Quantity Range 1-217 each | of 1 Oct 08 30 Sep 09 | |||
0038AA |
FY10, Full Rate Production | Anytime during the period | ||
| Quantity Range 1-113 each | of 1 Oct 09 30 Sep 10 |
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| SLIN | Description | Option Exercise Time Period | ||
0043AA |
FY10, Initial Spares Package | Anytime during the period | ||
| Quantity Range 1-113 each | of 1 Oct 09 30 Sep 10 |
d. The NTE options for the SLINs shown below may be exercised unilaterally by the government by
written notice to the contractor during the option exercise period identified. These options will
be exercised only if the corresponding Full Rate Production and Initial Spares SLIN(s) shown in c.
above are exercised. The period of performance for all of the below listed SLINs is as stated in
Attachment 08.
| SLIN | Description | Option Exercise Time Period | ||
0018AA |
FY07, Engineering Services | Anytime during the period | ||
| of 1 Oct 06 30 Sep 07 | ||||
0019AA |
FY07, Accounting for Contract Sevices | Anytime during the period | ||
| 1 Oct 06 30 Sep 07 | ||||
0020AA |
FY07, Performance Based Logistics Support | Anytime during the period | ||
| of 1 Oct 06 30 Sep 07 | ||||
0021AA |
FY07, Training | Anytime during the period | ||
| of 1 Oct 06 30 Sep 07 | ||||
0025AA |
FY08, Engineering Services | Anytime during the period | ||
| of 1 Oct 07 30 Sep 03 | ||||
0026AA |
FY08, Accounting for Contract Services | Anytime during the period | ||
| of 1 Oct 07 30 Sep 08 | ||||
0027AA |
FY08, Performance Based Logistics Support | Anytime during the period | ||
| of 1 Oct 07 30 Sep 08 | ||||
0028AA |
FY08, Training | Anytime during the period | ||
| of 1 Oct 07 30 Sep 08 | ||||
0032AA |
FY09, Engineering Services | Anytime during the period | ||
| of 1 Oct 08 30 Sep 09 | ||||
0033AA |
FY09, Accounting for Contract Services | Anytime during the period | ||
| of 1 Oct 08 30 Sep 09 | ||||
0034AA |
FY09, Performance Based Logistics Support | Anytime during the period | ||
| of 1 Oct 08 30 Sep 09 | ||||
0035AA |
FY09, Training | Anytime during the period | ||
| of 1 Oct 08 30 Sep 09 | ||||
0039AA |
FY10, Engineering Services | Anytime during the period | ||
| of 1 Oct 09 30 Sep 10 | ||||
0040AA |
FY10, Accounting for Contract Services | Anytime during the period | ||
| of 1 Oct 09 30 Sep 10 | ||||
0041AA |
FY10, Performance Based Logistics Support | Anytime during the period | ||
| of 1 Oct 09 30 Sep 10 | ||||
0042AA |
FY10, Training | Anytime during the period | ||
| of 1 Oct 09 30 Sep 10 |
e. A proposal for definitizing the NTE options in paragraphs a., b., c. and/or d. shall be
submitted by the contractor within 60 days after exercise of the option. The proposal shall be
adequate for the purposes of definitization and shall include certified cost or pricing data. In no
event shall the final negotiated amount be greater than the NTE amount shown for the option CLIN
set forth in Section B, for the appropriate quantity.
| CONTINUATION SHEET | Reference No. of Document Being Continued | Page 60 of 100 | ||||
| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
*** END OF NARRATIVE H 002 ***
H-9 Information and/or material identified ‘For Official Use Only’ (FOUO) shall be protected and
handled in accordance with the following:
a. DEFINITION. Information that has not been given a security classification pursuant
to the criteria an Executive Order, but which may be withheld from the public for one or more
reasons cited in Freedom of Information Act (FOIA) Exemptions 2 through 9 shall be considered as
being For Official Use Only. No other material shall be considered or marked ‘For Official Use
Only’ (FOUO). FOUO is not authorized as a form of classification to protect national security
interests.
b. SAFEGUARDING FOUO INFORMATION.
(1) During Duty Hours: During normal working hours information determined to be FOUO shall be
placed in an out-of-sight location if visitors, casual traffic and other
nongovernment/noncontractor personnel have access to the work area.
(2) During Nonduty Hours: At the close of business, FOUO records shall be stored so as to
preclude unauthorized access. Filing such material with other unclassified records in unlocked
files or desks, etc., is adequate when normal U.S. Government or government/contractor internal
building security is provided during nonduty hours. When such internal security control is not
exercised, locked buildings or rooms normally provide adequate after-hours protection. If such
protection is not considered adequate, FOUO material shall be stored in locked receptacles such as
file cabinets, desks or bookcases.
c. TRANSMISSION OF FOUO INFORMATION. FOUO information will be transported in a manner
that precludes disclosure of its contents. When not commingled with classified information, FOUO
information may be sent via first-class mail or parcel post. Bulky shipments that otherwise qualify
under postal regulations may be sent fourth-class mail. Transmittal documents will call attention
to the presence of FOUO attachments.
d. TERMINATION, DISPOSAL AND UNAUTHORIZED DISCLOSURES.
(1) Termination: The originator or other competent authority, e.g., initial denial and
appellate authorities, shall terminate ‘For Official Use Only’ markings or status when
circumstances indicate that the information no longer requires protection from public disclosure.
When FOUO status is terminated, all known holders shall be notified, to the extent practical. Upon
notification, holders shall efface or remove the ‘For Official Use Only’ markings, but records in
file or storage need not be retrieved solely for that purpose.
(2) Disposal: FOUO materials may be destroyed by tearing each copy into pieces to preclude
reconstruction, and placing them in regular trash containers. When local circumstances or
experience indicates that this destruction method is not sufficiently protective of FOUO
information, local authorities may direct other methods but must give due consideration to the
additional expense balanced against the degree of sensitivity of the type of FOUO information
contained in the records.
(3) Unauthorized Disclosure: The unauthorized disclosure of FOUO information does not
constitute an unauthorized disclosure of DOD information classified for security purposes.
Appropriate administrative action should be taken, however, to fix responsibility for unauthorized
disclosure whenever feasible, and appropriate disciplinary action should be taken against those
responsible. The DOD component that originated the FOUO information shall be informed of its
unauthorized disclosure.
(End of Clause)
*** END OF NARRATIVE H 003 ***
H-10. GOVERNMENT FURNISHED PROPERTY
a. Logistics Support — No GFE is required at the main repair depot in Simi Valley, CA.
OCONUS forward depot support will require support facilities as provided below.
b. Training — The turnkey training approach will require only GFE facilities to support
classroom and flight training as detailed below.
c. Shipping — The Contractor proposes all shipments of system hardware using a Government
Bill of Lading. This includes new equipment per the Integrated Master Schedule (IMS) and repair
equipment on an as-needed basis.
A comprehensive list of GFE is include here.
LOGISTICS SUPPORT-OCONUS
Workshop Facilities -The government will furnish a climate controlled room, approximately
1,000 sq ft., to store inventory and perform forward repair activities. Power, lighting, and an
internet connection will be provided. Also, workbenches, shelving and racks for storage will be
provided. The room will be secured and used exclusively for the maintenance team to guarantee
effective inventory control. Schedule-15 days before first fielding of delivered hardware.
| CONTINUATION SHEET | Reference No. of Document Being Continued | Page 61 of 100 | ||||
| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
Living Quarters — Living space will be supplied to accommodate OCONUS maintenance
personnel. This will be provided for one person for the duration of OCONUS repair activities. See
IMS for specific dates.
TRAINING
Training Curriculum (TSP) — The government will furnish tasks for Students and Instructors.
Quantity-34 and Schedule-5 days before each Training Class. Dates defined in IMS Task ID# 463 to
513. Note(s): (34 Classes IOT&E, IK&P FRP06).
Training Field — Sufficient open land to accommodate four training sites, spaced a minimum
of 400m from each other. Space to fly to near 10 km range. Airspace will be cleared over the field
to a height of 1000’AGL. Frequency clearance for each of the Raven channels needs to be provided.
Flying fields will be open with a minimum of obstacles such as power lines, trees and standing
water. The training field will have an open road suitable for driving and free of traffic in order
to instruct the “Mobile Operations” component of the training course. Access to range by personnel
other than the training instructors and students will be minimized to reduce safety hazards.
Quantity-34, Schedule-To include one preparation day before training dates as shown in IMS dates
defined by Task IDS 462 to 513. Note(s): 10 day POI
Classroom — Climate controlled, capable of holding forty people for the classroom briefings
and exams. Quantity-34 and Schedule-To include one preparation day before training dates as shown
in IMS dates defined by Task ID# 462 to 513.
Maintenance Storage-Shed/Trailer A climate controlled area will be provided for the
storage of the ground equipment, training assets, and repair and maintenance equipment needed for
training. Quantity-1 and Schedule As Required throughout the POP from IMS Task ID# 463 to 513.
Falcon View Maps — Maps will be provided for area of operations around training site.
Quantity-As Required to Cover training Area. Schedule-5 days before start of first training class
at a new site, and 5 days before first class IMS ID 463. Note(s): Detailed terrain maps of the
training areas for use with Falcon view will be provided.
Topo Maps — Maps will be provided for area of operations around training site. Quantity-As
Required to Cover training Area. Schedule-5 days before start of first training class at a new
site, and 5 days before first class IMS ID 463. Note(s): Physical maps of the training sites will
be supplied. These will be 1:50000 scale topographical maps.
SHIPPING
Government Bill of Lading (GBL), Quantity-As Required and Schedule-To coincide with system
deliveries and as needed for repairs.
H-11. SYSTEM CAPABILITIES DEMONSTRATION
Per the System Capabilities Demonstration (SCD) Statement of Work (SOW), the SCD will be performed
in accordance with the Governments SCD Detailed Test Plan. The SCD will verify the Proposed Values
provided in the Offerors submitted SCD Detailed Test Plan for each trade space requirement within
the test plan. In addition, the SCD will allow Offeror a Discretionary Demonstration as outlined in
Offerors submitted SCD Detailed Test Plan, excluding any restrictions due to safety, range
limitations, or weather.
*** END OF NARRATIVE H 004 ***
| CONTINUATION SHEET | Reference No. of Document Being Continued | Page 62 of 100 | ||||
| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
SECTION I — CONTRACT CLAUSES
NOTICE TO OFFERORS / CONTRACTORS:
For the purpose of this contract, the clauses 252.228-7000 GROUND AND FLIGHT RISK and 252.228-7002
AIRCRAFT FLIGHT RISK are not applicable to OLIN 0001. OFFEROR / CONTRACTOR shall assume all risks
normally covered by the two above clauses for the effort of CLIN 0001 and any and all effort
performed at the Systems Capability Demonstration Location (where ever that may be).
*** END OF NARRATIVE I 001 ***
| Regulatory Cite | Title | Date | ||||
I-1 |
*** THIS REFERENCE(IF0451)IS NO LONGER VALID *** | |||||
I-2 |
52.202-1 | DEFINITIONS | JUL/2004 | |||
I-3 |
52.203-3 | GRATUITIES | APR/1984 | |||
I-4 |
52.203-5 | COVENANT AGAINST CONTINGENT FEES | APR/1984 | |||
I-5 |
52.203-6 | RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT | JUL/1995 | |||
I-6 |
52.203-7 | ANTI-KICKBACK PROCEDURES | JUL/1995 | |||
I-7 |
52.203-8 | CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL | JAN/1997 | |||
| OR IMPROPER ACTIVITY | ||||||
I-8 |
52.203-10 | PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY | JAN/1997 | |||
I-9 |
52.203-12 | LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL | SEP/2005 | |||
| TRANSACTIONS | ||||||
I-10 |
52.204-2 | SECURITY REQUIREMENTS | AUG/1996 | |||
I-11 |
52.204-4 | PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER | AUG/2000 | |||
I-12 |
52.207.3 | RIGHT OF FIRST REFUSAL OF EMPLOYMENT | MAY/2006 | |||
I-13 |
52.209-6 | PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING | JAN/2005 | |||
| WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR | ||||||
| DEBARMENT | ||||||
I-14 |
52.211-5 | MATERIAL REQUIREMENTS | AUG/2000 | |||
I-15 |
52.211-15 | DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS | SEP/1990 | |||
I-16 |
52.215-2 | AUDIT AND RECORDS--NEGOTIATION | JUN/1999 | |||
I-17 |
52.215-8 | ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT | OCT/1997 | |||
I-18 |
52.215-10 | PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA | OCT/1997 | |||
I-19 |
52.215-12 | SUBCONTRACTOR COST OR PRICING DATA | OCT/1997 | |||
I-20 |
52.215-14 | INTEGRITY OF UNIT PRICES | OCT/1997 | |||
I-21 |
52.215-15 | PENSION ADJUSTMENTS AND ASSET REVERSIONS | OCT/2004 | |||
I-22 |
52.215-18 | REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT | JUL/2005 | |||
| BENEFITS (PRB) OTHER THAN PENSIONS | ||||||
I-23 |
52.215-19 | NOTIFICATION OF OWNERSHIP CHANGES | OCT/1997 | |||
I-24 |
52.219-4 | NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL | JUL/2005 | |||
| BUSINESS CONCERNS | ||||||
I-25 |
52.219-8 | UTILIZATION OF SMALL BUSINESS CONCERNS | MAY/2004 | |||
I-26 |
52.219-9 | SMALL BUSINESS SUBCONTRACTING PLAN (JUL 2005) - ALTERNATE II | OCT/2001 | |||
I-27 |
52.219-9 | SMALL BUSINESS SUBCONTRACTING PLAN | JUL/2005 | |||
I-28 |
52.219-16 | LIQUIDATED DAMAGES – SUBCONTRACTING PLAN | JAN/1999 | |||
I-29 |
52.222-1 | NOTICE TO THE GOVERNMENT OF LABOR DISPUTES | FEB/1997 | |||
I-30 |
52.222-3 | CONVICT LABOR | JUN/2003 | |||
I-31 |
52.222-19 | CHILD LABOR--COOPERATION WITH AUTHORITIES AND REMEDIES | JAN/2006 | |||
I-32 |
52.222-20 | WALSH-HEALEY PUBLIC CONTRACTS ACT | DEC/1996 | |||
I-33 |
52.222-21 | PROHIBITION ON SEGREGATED FACILITIES | FEB/1999 | |||
I-34 |
52.222-26 | EQUAL OPPORTUNITY | APR/2002 | |||
I-35 |
52.222-35 | EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS | DEC/2001 | |||
| OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS | ||||||
I-36 |
52.222-36 | AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES | JUN/1998 | |||
I-37 |
52.222-37 | EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS | DEC/2001 | |||
| OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS | ||||||
I-38 |
52.222-38 | COMPLIANCE WITH VETERANS’ EMPLOYMENT REPORTING REQUIREMENTS | DEC/2001 | |||
I-39 |
52.223-6 | DRUG-FREE WORKPLACE | MAY/2001 | |||
I-40 |
52.223-14 | TOXIC CHEMICAL RELEASE REPORTING | AUG/2003 | |||
I-41 |
52.225-13 | RESTRICTION ON CERTAIN FOREIGN PURCHASES | FEB/2006 | |||
I-42 |
52.226-I | UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED | JUN/2000 | |||
| ECONOMIC ENTERPRISES | ||||||
I-43 |
52.227-1 | AUTHORIZATION AND CONSENT (JUL 1995)--ALTERNATE I | APR/1984 | |||
I-44 |
52.227-2 | NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT | AUG/1996 | |||
| INFRINGEMENT | ||||||
I-45 |
52.227-10 | FILING OF PATENT APPLICATIONS--CLASSIFIED SUBJECT MATTER | APR/1984 |
| CONTINUATION SHEET | Reference No. of Document Being Continued | Page 63 of 100 | ||||
| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| Regulatory Cite | Title | Date | ||||
I-46 |
52.227-12 | PATENT RIGHTS--RETENTION BY THE CONTRACTOR (LONG FORM) | JAN/1997 | |||
I-47 |
52.228-4 | WORKERS’ COMPENSATION AND WAR-HAZARD INSURANCE OVERSEAS | APR/1984 | |||
I-48 |
52.228-7 | INSURANCE--LIABILITY TO THIRD PERSONS | MAR/1996 | |||
I-49 |
52.229-3 | FEDERAL, STATE, AND LOCAL TAXES | APR/2003 | |||
I-50 |
52.230-2 | COST ACCOUNTING STANDARDS | APR/1998 | |||
I-51 |
52.230-3 | DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES | APR/1998 | |||
I-52 |
52.230-6 | ADMINISTRATION OF COST ACCOUNTING STANDARDS | APR/2005 | |||
I-53 |
52.232-1 | PAYMENTS | APR/1984 | |||
I-54 |
52.232-2 | PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT | APR/1984 | |||
| CONTRACTS | ||||||
I-55 |
52.232-8 | DISCOUNTS FOR PROMPT PAYMENT | FEB/2002 | |||
I-56 |
52.232-11 | EXTRAS | APR/1984 | |||
I-57 |
52.232-17 | INTEREST | JUN/1996 | |||
I-58 |
52.232-20 | LIMITATION OF COST | APR/1984 | |||
I-59 |
52.232-22 | LIMITATION OF FUNDS | APR/1984 | |||
I-60 |
52.232-23 | ASSIGNMENT OF CLAIMS (JAN 1986)--ALTERNATE I | APR/1984 | |||
I-61 |
52.232-25 | PROMPT PAYMENT | OCT/2003 | |||
I-62 |
52.232-33 | PAYMENT BY ELECTRONIC FUNDS TRANSFER -- CENTRAL CONTRACTOR | OCT/2003 | |||
| REGISTRATION | ||||||
I-63 |
52.233-1 | DISPUTES | JUL/2002 | |||
I-64 |
52.233-3 | PROTEST AFTER AWARD | AUG/996 | |||
I-65 |
52.233-3 | PROTEST AFTER AWARD (AUG 1996)--ALTERNATE I | JUN/1985 | |||
I-66 |
52.237-3 | CONTINUITY OF SERVICES | JAN/1991 | |||
I-67 |
52.242-1 | NOTICE OF INTENT TO DISALLOW COSTS | APR/1984 | |||
I-68 |
52.242-2 | PRODUCTION PROGRESS REPORTS | APR/1991 | |||
I-69 |
52.242-3 | PENALTIES FOR UNALLOWABLE COSTS | MAY/2001 | |||
I-70 |
52.242-4 | CERTIFICATION OF FINAL INDIRECT COSTS | JAN/1997 | |||
I-71 |
52.242-13 | BANKRUPTCY | JUL/1995 | |||
I-72 |
52.243-1 | CHANGES -- FIXED-PRICE | AUG/1987 | |||
I-73 |
52.243-2 | CHANGES -- COST-REIMBURSEMENT (AUG 1987)--ALTERNATE I | APR/1984 | |||
I-74 |
52.243-2 | CHANGES -- COST-REIMBURSEMENT (AUG 1987)--ALTERNATE V | APR/1984 | |||
I-75 |
52.243-2 | CHANGES -- COST-REIMBURSEMENT | AUG/1987 | |||
I-76 |
52.243-7 | NOTIFICATION OF CHANGES (the blanks in paragraphs (b) and | APR/1984 | |||
| (d) are completed with thirty (30)) | ||||||
I-77 |
52.244-5 | COMPETITION IN SUBCONTRACTING | DEC/1996 | |||
I-78 |
52.245-1 | PROPERTY RECORDS | APR/1984 | |||
I-79 |
52.246-23 | LIMITATION OF LIABILITY | FEB/1997 | |||
I-80 |
52.247-1 | COMMERCIAL BILL OF LADING NOTATIONS | FEB/2006 | |||
I-81 |
52.247-1 | COMMERCIAL BILL OF LADING NOTATIONS (APPLICABLE ONLY TO | FEB/2006 | |||
| OPTION QUANTITY) | ||||||
I-82 |
52.247-65 | F.O.B. ORIGIN, PREPAID FREIGHT--SMALL PACKAGE SHIPMENTS | JAN/1991 | |||
I-83 |
52.248-1 | VALUE ENGINEERING | FEB/2000 | |||
I-84 |
52.249-2 | TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) | MAY/2004 | |||
I-85 |
52.249-6 | TERMINATION (COST-REIMBURSEMENT) | MAY/2004 | |||
I-86 |
52.249-8 | DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) | APR/1984 | |||
I-87 |
52.249-9 | DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT) | APR/1984 | |||
I-88 |
52.249-14 | EXCUSABLE DELAYS | APR/1984 | |||
I-89 |
52.251-1 | GOVERNMENT SUPPLY SOURCES | APR/1984 | |||
I-90 |
52.253-1 | COMPUTER GENERATED FORMS | JAN/1991 | |||
I-91 |
252.203-7001 | PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER | DEC/2004 | |||
| DEFENSE-CONTRACT- RELATED FELONIES | ||||||
I-92 |
252.203-7002 | DISPLAY OF DOD HOTLINE POSTER | DEC/1991 | |||
I-93 |
252.204-7000 | DISCLOSURE OF INFORMATION | DEC/1991 | |||
I-94 |
252.204-7003 | CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT | APR/1992 | |||
I-95 |
252.205-7000 | PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS | DEC/1991 | |||
I-96 |
252.209-7004 | SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY | MAR/1998 | |||
| THE GOVERNMENT OF A TERRORIST COUNTRY | ||||||
I-97 |
252.219-7003 | SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS | APR/1996 | |||
| SUBCONTRACTING PLAN (DOD CONTRACTS) | ||||||
I-98 |
252.225-7001 | BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM | JUN/2005 | |||
I-99 |
252.225-7002 | QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS | APR/2003 | |||
I-100 |
252.225-7004 | REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES | JUN/2005 | |||
| AND CANADA -- SUBMISSION AFTER AWARD | ||||||
I-101 |
252.225-7012 | PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES | JUN/2004 | |||
I-102 |
252.225-7013 | DUTY-FREE ENTRY | JUN/2005 | |||
I-103 |
252.225-7014 | PREFERENCE FOR DOMESTIC SPECIALTY METALS (JUN 2005) -- | APR/2003 | |||
| ALTERNATE I | ||||||
I-104 |
252.225-7016 | RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS | MAR/2006 |
| CONTINUATION SHEET | Reference No. of Document Being Continued | Page 64 of 100 | ||||
| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| Regulatory Cite | Title | Date | ||||
I-105 |
252.225-7025 | RESTRICTION ON ACQUISITION OF FORGINGS | JUN/2005 | |||
I-106 |
252.227-7013 | RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS | NOV/1995 | |||
I-107 |
252.227-7014 | RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL | JUN/1995 | |||
| COMPUTER SOFTWARE DOCUMENTATION | ||||||
I-108 |
252.227-7015 | TECHNICAL DATA--COMMERCIAL ITEMS | NOV/1995 | |||
I-109 |
252.227-7016 | RIGHTS IN BID OR PROPOSAL INFORMATION | JUN/1995 | |||
I-110 |
252.227-7019 | VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE | JUN/1995 | |||
I-111 |
252.227-7025 | LIMITATIONS ON THE USE OR DISCLOSURE OF | JUN/1995 | |||
| GOVERNMENT-FURNISHED INFORMATION MARKED WITH RESTRICTIVE | ||||||
| LEGENDS | ||||||
I-112 |
252.227-7027 | DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE | APR/1988 | |||
I-113 |
252.227-7030 | TECHNICAL DATA--WITHHOLDING OF PAYMENT | MAR/2000 | |||
I-114 |
252.227-7034 | PATENTS - SUBCONTRACTS | APR/1984 | |||
I-115 |
252.227-7037 | VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA | SEP/1999 | |||
I-116 |
252.228-7000 | REIMBURSEMENT FOR WAR-HAZARD LOSSES | DEC/1991 | |||
I-117 |
252.228-7001 | GROUND AND FLIGHT RISK | SEP/1996 | |||
I-118 |
252.228-7002 | AIRCRAFT FLIGHT RISK | SEP/1996 | |||
I-119 |
252.228-7003 | CAPTURE AND DETENTION | DEC/1991 | |||
I-120 |
252.228-7005 | ACCIDENT REPORTING AND INVESTIGATION INVOLVING AIRCRAFT, | DEC/1991 | |||
| MISSILES, AND SPACE LAUNCH VEHICLES | ||||||
I-121 |
252.235-7003 | FREQUENCY AUTHORIZATION | DEC/1991 | |||
I-122 |
252.242-7003 | APPLICATION FOR U.S. GOVERNMENT SHIPPING | DEC/1991 | |||
| DOCUMENTATION/INSTRUCTIONS | ||||||
I-123 |
252.242-7004 | MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM | NOV/2005 | |||
I-124 |
252.243-7001 | PRICING OF CONTRACT MODIFICATIONS | DEC/1991 | |||
I-125 |
252.243-7002 | REQUESTS FOR EQUITABLE ADJUSTMENT | MAR/1998 | |||
I-126 |
252.244-7000 | SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS | NOV/2005 | |||
| (DOD CONTRACTS) | ||||||
I-127 |
252.245-7001 | REPORTS OF GOVERNMENT PROPERTY | MAY/1994 | |||
I-128 |
252.246-7001 | WARRANTY OF DATA | DEC/1991 | |||
I-129 |
252.249-7002 | NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR | DEC/1996 | |||
| REDUCTION | ||||||
I-130 |
52.216-10 | INCENTIVE FEE | MAR/1997 | |||
| * Insert 25 in the first blank; 25 in the second blank; 15 in the third blank and 0 in the fourth blank of paragraph (e)(1) within the above referenced clause. | ||||||
I-131 |
52.222-2 | PAYMENT FOR OVERTIME PREMIUMS | JUL/1990 | |||
| * Insert “zero” in the blank in paragraph (a) within the above referenced clause. APR/1984 | ||||||
I-132 |
52.243-7 | NOTIFICATION OF CHANGES | APR/1984 | |||
| The blank in paragraph (b) of this clause is completed with “30”. The blank in paragraph (d) of this clause is completed with “30”. | ||||||
I-133 |
*** THIS REFERENCE (IF6171) IS NO LONGER VALID *** | |||||
(a) Definitions. As used in this clause —
“Approved purchasing system” means a Contractor’s purchasing system that has been reviewed and
approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).
“Consent to subcontract” meats the Contracting Officer’s written consent for the Contractor to
enter into a particular subcontract.
“Subcontract” means any contract, as defined in FAR Subpart 2.1, entered into by a
subcontractor to furnish supplies or services for performance of the prime contract or a
subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to
purchase orders.
(b) This clause does not apply to subcontracts for special test equipment when the contract
contains the clause at FAR 52.245-18, Special Test Equipment.
(c) When this clause is included in a fixed-price type contract, consent to subcontract is
required only on unpriced contract actions (including unpriced modifications or unpriced delivery
orders), and only if required in accordance with paragraph (d) or (e) of this clause.
(d) If the Contractor does not have an approved purchasing system, consent to subcontract is
required for any subcontract that —
(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or
(2) Is fixed-price and exceeds —
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(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National
Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5
percent of the total estimated cost of the contract; or
(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National
Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of
the total estimated cost of the contract.
(e) If the Contractor has an approved purchasing system, the Contractor nevertheless shall
obtain the Contracting Officer’s written consent before placing the following subcontracts:
-None-
(f) (1) The Contractor shall notify the Contracting Officer reasonably in advance cf placing
any subcontract or modification thereof for which consent is required under paragraph (c), (d), or
(e) of this clause, including the following information:
(i) A description of the supplies or services to be subcontracted.
(ii) Identification of the type of subcontract to be used.
(iii) Identification of the proposed subcontractor.
(iv) The proposed subcontract price.
(v) The subcontractor’s current, complete, and accurate cost or pricing data and Certificate
of Current Cost or Pricing Data, if required by other contract provisions.
(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting
Standards when such data are required by other previsions of this contract.
(vii) A negotiation memorandum reflecting —
(A) The principal elements of the subcontract price negotiations;
(B) The most significant considerations controlling establishment of initial or revised
prices;
(C) The reason cost or pricing data were or were not required;
(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s cost or
pricing data in determining the price objective and in negotiating the final price;
(E) The extent to which it was recognized in the negotiation that the subcontractor’s cost or
pricing data were not accurate, complete, or current; the action taken by the Contractor and the
subcontractor; and the effect of any such defective data on the total price negotiated;
(F) The reasons for any significant difference between the Contractor’s price objective and
the price negotiated; and
(G) A complete explanation of the incentive fee or profit plan when incentives are used. The
explanation shall identify each critical performance element, management decisions used to quantify
each incentive element, reasons for the incentives, and a summary of all trade-off possibilities
considered.
(2) Unless the Contractor maintains an approved purchasing system, the Contractor shall notify
the Contracting Officer reasonably in advance of entering into any (i) cost-plus-fixed-fee
subcontract, or (ii) fixed-price subcontract that exceeds the greater of the simplified acquisition
threshold or 5 percent of the total estimated cost of this contract. The notification shall include
the information required by paragraphs (f)(1)(i) through (f)(1)(iv) of this clause.
(g) Unless the consent or approval specifically provides otherwise, neither consent by the
Contracting officer to any subcontract nor approval of the Contractor’s purchasing system shall
constitute a determination —
(1) Of the acceptability of any subcontract terms or conditions;
(2) Of the allowability of any cost under this contract; or
(3) To relieve the Contractor of any responsibility for performing this contract.
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(h) No subcontract or modification thereof placed under this contract shall provide for
payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement
type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).
(i) The Contractor shall give the Contracting Officer immediate written notice of any action
or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or
vendor that, in the opinion of the Contractor, may result in litigation related in any way to this
contract, with respect to which the Contractor may be entitled to reimbursement from the
Government.
(j) The Government reserves the right to review the Contractor’s purchasing system as set
forth in FAR Subpart 44.3.
(k) Paragraphs (d) and (f) of this clause do not apply to the following subcontracts, which
were evaluated during negotiations:
“FLIR SYSTEMS Indigo Operations, All American Racers, Inc., Rockwell Collins, L3
Communications, House of Batteries and Bren-Tronics Inc.”
(End of clause)
I-134 252.211-7003 ITEM IDENTIFICATION AND VALUATION JUN/2005
(a) Definitions. As used in this clause -
“Automatic identification device” means a device, such as a reader or interrogator, used to
retrieve data encoded on machine-readable media.
“Commonly accepted commercial marks” means any system of marking products for identification
that is in use generally throughout commercial industry or within commercial industry sectors. Some
examples of commonly accepted commercial marks are: EAN.UCC Global Trade Item Number; Automotive
Industry Action Group B-4 Parts Identification and Tracking Application Standard; and B-2 Vehicle
Identification Number Bar Code Label Standard; American Trucking Association Vehicle Maintenance
Reporting Standards; Electronic Industries Alliance EIA 802 Product Marking Standard; and
Telecommunications Manufacturers Common Language Equipment Identification Code.
“Concatenated unique item identifier” means —
(1) For items that are serialized within the enterprise identifier, the linking together of
the unique identifier data elements, in order of the issuing agency code, enterprise identifier,
and unique serial number within the enterprise identifier; or
(2) For items that are serialized within the original part number, the linking together of the
unique identifier data elements in order of the issuing agency code, enterpise identifier, original
part number, and serial number within the part number.
“Data qualifier” means a specified character (or string of characters) that immediately
precedes a data field that defines the general category or intended use of the data that follows.
“DoD recognized unique identification equivalent” means a unique identification method that is
In commercial use and has been recognized by DoD. All DoD recognized unique identification
equivalents are listed at http://www.acq.osd.mil/uid.
“DoD unique item identification” means marking an item with a unique item identifier that has
machine-readable data elements to distinguish it from all other like and unlike items. In addition
—
(1) For items that are serialized within the enterprise identifier, the unique identifier
shall include the data elements of issuing agency code, enterprise identifier, and a unique serial
number.
(2) For items that are serialized within the part number within the enterprise identifier, the
unique identifier shall include the data elements of issuing agency code, enterprise identifier,
the original part number, and the serial number.
“Enterprise” means the entity (i.e., a manufacturer or vendor) responsible for assigning
unique item identifiers to items.
“Enterprise identifier” means a code that is uniquely assigned to an enterpise by registration
(or controlling) authority.
“Government’s unit acquisition cost” means —
(1) For fixed-price type line, subline, or exhibit line items, the unit price identified in
the contract at the time of delivery; and
(2) For cost-type line, subline, or exhibit line items, the Contractor’s estimated fully
burdened unit cost to the Government for each item at the time of delivery.
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“Issuing agency code” means a code that designates the registration (or controlling)
authority.
“Item” means a single hardware article or unit formed by a grouping of subassemblies,
components, or constituent parts required to be delivered in accordance with the terms and
conditions of this contract.
“Machine-readable” means an automatic information technology media, such as bar codes, contact
memory buttons, radio frequency identification, or optical memory cards.
“Original part number” means a combination of numbers or letters assigned by the enterpise at
asset creation to a class of items with the same form, fit, function, and interface.
“Registration (or controlling) authority” means an organization responsible for assigning a
non-repeatable identifier to an enterprise (i.e., Dun & Bradstreet’s Data Universal Numbering
System (DUNS) Number, Uniform Code Council (UCC)/EAN International (EAN) Company Prefix, or Defense
Logistics Information System (DLIS) Commercial and Government Entity (CAGE) Code).
“Serial number within the enterprise identifier” or “unique serial number” means a combination
of numbers, letters, or symbols assigned by the enterprise to an item that provides for the
differentiation of that item from any other like and unlike item and is never used again within the
enterprise.
“Serial number within the part number” or “serial number” means a combination of numbers or
letters assigned by the enterpise to an item that provides for the differentiation of that item
from any other like item within a part number assignment.
“Serialization within the enterprise identifier” means each item produced is assigned a serial
number that is unique among all the tangible items produced by the enterprise and is never used
again. The enterprise is responsible for ensuring unique serialization within the enterprise
identifier.
“Serilization within the part number” means each item of a particular part number is assigned
a unique serial number within that part number assignment. The enterprise is responsible for
ensuring unique serialization within the part number within the enterprise identifier.
“Unique item identification” means marking an item with machine-readable data elements to
distinguish it from all other like and unlike items.
“Unique item Identifier” means a set of data marked on items that is globally unique,
unambiguous, and robust enough to ensure data information quality throughout life and to support
multi-faceted business applications and users.
“Unique item identifier type” means a designator to indicate which method of uniquely
identifying a part has been used. The current list of accepted unique item identifier types is
maintained at http://www.acq.osd.mil/uid.
(b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item.
(c) Unique item identification.
(1) The Contractor shall provide DoD unique item identification, or a DoD recognized unique
identification equivalent, for —
(i) All items for which the Government’s unit acquisition cost is $5,000 or more, and
(ii) The following items for which the Government’s unit acquisition cost is less than $5,000:
System and/or Hardware UID Placement
1. Raven System-[***]- Inside the lid of the large system Pelican Case labeled with the system
serial number and “1 or 2”.
Case two of the system is tied to case one by the system serial number and a “2 of 2”
indicated on the case.
2. Raven Airframe-[***] — Inside battery compartment above or below the AV label.
3. Raven Thermal Nose, Forward-[***] — On the aluminum bracket on the back of the
nose.
4. Raven Thermal Nose, Side-[***] — On the aluminum bracket on the back of the nose.
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5. Raven Color Nose-[***] — On the aluminum bracket on the back of the nose.
6. Raven Avionics, Top Assy, P-Code [***]- On the large GSP can on the opposite side of
the transmitter and receiver.
7. Raven P-Code GPS Engine [***] - On the antenna connection can.
(iii) Subassemblies, components, and parts embedded within items as specified in Exhibit
Number or Contract Data
Requirements List Item Number.
(2) The unique item identifier and the component data elements of the unique item identifier
shall not change over the life of the item.
(3) Data syntax and semantics. The Contractor shall —
(i) Mark the encoded data elements (except issuing agency code) on the item using any of the
following three types of data qualifiers, as specified elsewhere in the contract:
(A) Data Identifiers (DIs) (Format 06).
(B) Application Identifiers (AIs) (Format 05), in accordance with ISO/IEC International
Standard 15418, Information Technology — EAN/UCC Application Identifiers and ASC MH 10 Data
Identifiers and ASC MH 10 Data Identifiers and Maintenance.
(C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution “DD”
format for use until the final solution is approved by ISO JTC1/SC 31. The DoD collaborative
solution is described in Appendix D of the DoD Guide to Uniquely Identifying Items, available at
http://ww.acq.osd.mil/uid; and
(ii) Use high capacity automatic Identification devices in unique identification that conform
to ISO/IEC International Standard 15434, Information Technology — Syntax for High Capacity
Automatic Data Capture Media.
(4) Marking Items.
(i) Unless otherwise specified in the contract, data elements for unique identification
(enterprise identifier, serial number, and, for serialization within the part number only, original
part number) shall be placed on items requiring marking by paragraph (c)(1) of this clause in
accordance with the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited
in the contract Schedule.
(ii) The issuing agency code —
(A) Shall not be placed on the item; and
(B) Shall be derived from the data qualifier for the enterprise identifier.
(d) Commonly accepted commercial marks. The Contractor shall provide commonly accepted commercial
marks for items that are not required to have unique identification under paragraph (c) of this
clause.
(e) Material Inspection and Receiving Report. The Contractor shall report at the time of delivery,
as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the
following information:
(1) Description.*
(2) Unique identifier, ** consisting of—
(i) Concatenated DoD unique item identifier; or
(ii) DoD recognized unique identification equivalent.
(3) Unique item identifier type. **
(4) Issuing agency code (if DoD unique item identifier is used). **
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(5) Enterprise identifier (if DoD unique item identifier is used). **
(6) Original part number. **
(7) Serial number. **
(8) Quantity shipped. *
(9) Unit of measure. *
(10) Government’s unit acquisition cost. *
(11) Ship-to code.
(12) Shipment date.
(13) Contractor’s CAGE code or DUNS number.
(14) Contract number.
(15) Contract line, subline, or exhibit line item number. *
(16) Acceptance code.
* Once per contract line, subline, or exhibit line item.
** Once per item.
(f) Material Inspection and Receiving Report for embedded subassemblies, components, and parts
requiring unique Item identification. The Contractor shall report at the time of delivery, as part
of the Material Inspection and Receiving Report specified elsewhere in this contract, the following
information:
(1) Unique item identifier of the item delivered under a contract line, subline, or exhibit
line item that contains the embedded subassembly, component, or part.
(2) Unique item identifier of the embedded subassembly, component, or part, consisting of —
(i) Concatenated DoD unique item identifier; or
(ii) DOD recognized unique identification equivalent.
(3) Unique item identifier type **
(4) Issuing agency code (if DoD unique item identifier is used). **
(5) Enterprise identifier (if DoD unique item identifier is used). **
(6) Original part number. **
(7) Serial number. **
(8) Unit of measure.
(9) Description.
** Once per item.
(g) The Contractor shall submit the information required by paragraphs (e) and (f) of this clause
in accordance with the procedures at http://www.acq.osd.mil/uid.
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(h) Subcontracts. If paragraph (c)(1)(iii) of this clause applies, the Contractor shall include
this clause, including this paragraph (h), in all subcontracts issued under this contract.
(End of clause)
I-135 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES OCT/1997
(a) The Contractor shall make the following notifications in writing:
(1) When the Contractor becomes aware that a change in its ownership has occurred, or is
certain to occur, that could result in changes in the valuation of its capitalized assets in the
accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within
30 days.
(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset
valuations or any other cost changes have occurred or are certain to occur as a result of a change
in ownership.
(b) The Contractor shall —
(1) Maintain current, accurate, and complete inventory records of assets and their costs;
(2) Provide the ACO or designated representative ready access to the records upon request;
(3) Ensure that all individual and grouped assets, their capitalized values, accumulated
depreciation or amortization, and remaining useful lives are identified accurately before and after
each of the Contractor’s ownership changes; and
(4) Retain and continue to maintain depreciation and amortization schedules based on the asset
records maintained before each Contractor ownership change.
(c) The Contractor shall include the substance of this clause in all subcontracts under this
contract that meet the applicability requirement of FAR 15.408(k).
(End of Clause)
I-136
|
52.215-21 | REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA — MODIFICATIONS | OCT/1997 |
(a) Exceptions from cost or pricing data. (1) In lieu of submitting cost or pricing data for
modifications under this contract, for price adjustments expected to exceed the threshold set forth
at FAR 15.804-2(a)(1) on the date of the agreement on price or the date of award, whichever is
later, the Contractor may submit a written request for exception by submitting the information
described in the following subparagraphs. The Contracting Officer may require additional supporting
information, but only to the extent necessary to determine whether an exception should be granted,
and whether the price is fair and reasonable.
(i) Identification of the law or regulation establishing the price offered. If the price is
controlled under law by periodic rulings, reviews, or similar actions of a governmental body,
attach a copy of the controlling document, unless it was previously submitted to the contracting
office.
(ii) Information on modifications of contracts or subcontracts for commercial items.
(A) If (1) the original contract or subcontract was granted an exception from cost or pricing
data requirements because the price agreed upon was based on adequate price competition, or prices
set by law or regulation, or was a contract or subcontract for the acquisition of a commercial
item, and (2) the modification (to the contract or subcontract) is not exempted based on one of
these exceptions, then the Contractor may provide information to establish that the modification
would not change the contract or subcontract from a contract or subcontract for the acquisition of
a commercial item to a contract or subcontract for the acquisition of an item other than a
commercial item.
(B) For a commercial item exception, the Contractor shall provide, at a minimum, information
on prices at which the same item or similar items have previously been sold that is adequate for
evaluating the reasonableness of the price of the modification. Such information may include —
(1) For catalog items, a copy of or identification of the catalog and its date, or the
appropriate pages for the offered items, or a statement that the catalog is on file in the buying
office to which the proposal is being submitted. Provide a copy or describe current discount
policies and price lists (published or unpublished), e.g., wholesale, original equipment
manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the
established catalog price, including how the proposed price relates to the price of recent sales in
quantities similar to the proposed quantities.
(2) For market-priced items, the source and date or period of the market quotation or other
basis for market price, the base amount, and applicable discounts. In addition describe the nature
of the market.
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(3) For items included on an active Federal Supply Service Multiple Award Schedule contract,
proof that an exception has been granted for the schedule item.
(2) The Contractor grants the Contracting Officer or an authorized representative the right to
examine, at any time before award, books, records, documents, or other directly pertinent records
to verify any request for an exception under this clause, and the reasonableness of price. For
items priced using catalog or market prices, or law or regulation, access does not extend to cost
or profit information or other data relevant solely to the contractor’s determination of the prices
to be offered in the catalog or marketplace.
(b) Requirements for cost or pricing data. If the Contractor is not granted an exception from the
requirement to submit cost or pricing data, the following applies:
(1) The Contractor shall submit cost or pricing data and supporting attachments in accordance
with Table 15-2 of FAR 15.408.
(2) As soon as practicable after agreement on price, but before award (except for unpriced
actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed
by FAR 15.406-2.
(End of clause)
I-137 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA JAN/1997
(a) “Hazardous material”, as used in this clause, includes any material defined as hazard under the
latest version of Federal Standard No. 313 (including revisions adopted during the term of the
contract).
(b) The offeror must list any hazardous material, as defined in paragraph (a) of this clause, to be
delivered under this contract. The hazardous material shall be properly identified and include any
applicable identification number, such as National Stock Number or Special Item Number. This
information shall also on the Material Safety Data Sheet submitted under this contract.
| Material/Part Number | ||||
| (If none, insert “None”) | Identification No./Description | NSN | ||
[***]
|
Lithium Ion Battery | 6140-01-490-5387 | ||
[***]
|
Rechargable Lithium Polymer Battery | N/A | ||
[***]
|
Battery, Non-rechargeable, Lithium Thionyl Cloride | N/A | ||
[***]
|
Smart Glue 2-part epoxy | N/A |
(c) This list must be updated during performance of the contract whenever the Contractor
determines that any other material to be delivered under this contract is hazardous.
(d) The apparently successful offeror agrees to submit, for each item as required prior to award, a
Material Safety Data Sheet, meeting the requirements of 29 CFR 1910.1200(g) and the latest version
of Federal Standard No. 313, for all hazardous material identified in paragraph (b) of this clause.
Data shall be submitted in accordance with Federal Standard No. 313, whether or not the apparently
successful offeror is the actual manufacturer of these items. Failure to submit the Material Safety
Data Sheet prior to award may result in the apparently successful offeror being considered
nonresponsible and ineligible for award.
(e) If, after award, there is a change in the composition of the item(s) or a revision to Federal
Standard No. 313, which renders incomplete or inaccurate the data submitted under paragraph (d) of
this clause, the Contractor shall promptly notify the Contracting Officer and resubmit the data.
(f) Neither the requirements of this clause nor any act or failure to act by the Government shall
relieve the Contractor of any responsibility or liability for the safety of Government, Contractor,
or subcontractor personnel or property.
(g) Nothing contained in this clause shall relieve the Contractor from complying with applicable
Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of
licenses and permits) in connection with hazardous material.
(h) The Government’s rights in data furnished under this contract with respect to hazardous
material are as follows:
(1) To use, duplicate and disclose any data to which this clause is applicable. The purposes
of this right are to —
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(i) Apprise personnel of the hazards to which they may be exposed in using, handling,
packaging, transporting, or disposing of hazardous materials;
(ii) Obtain medical treatment for those affected by the material; and
(iii) Have others use, duplicate, and disclose the data for the Government for these purposes.
(2) To use, duplicate, and disclose data furnished under this clause, in accordance with
subparagraph (h)(1) of this clause, in precedence over any other clause of this contract providing
for rights in data.
(3) The Government is not precluded from using similar or identical data acquired from other
sources.
(End of clause)
I-138 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS FEB/2006
(a) Definitions. As used in this clause —
“Commercial item”, as used in this clause, has the meaning contained in Federal Acquisition
Regulation 2-101, Definitions.
“Subcontract”, as used in this clause, includes a transfer of commercial items between
divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.
(b) To the maximum extent practicable, the Contractor shall incorporate, and require its
subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as
components of items to be supplies under this contract.
(c) Notwithstanding any other clause of this contract, the Contractor is not required to include
any FAR provision or clause, other than those listed below to the extent they are applicable and as
may be required to establish the reasonableness of prices under Part 15, in a subcontract at any
tier for commercial items or commercial components:
(1) The following clauses shall be flowed down to subcontracts for commercial items:
(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)),
in all subcontracts that offer further subcontracting opportunities. If the subcontract (except
subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any
public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer
subcontracting opportunities.
(ii) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 112246).
(iii) 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (Apr
1998) (38 U.S.C. 4212(a)).
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).
(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec
2004) (E.O. 13201). (Flow down as required in accordance with paragraph (g) of FAR clause
52.222-39).
(vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006), not
applicable to the Department of Defense.
(2) While not required, the Contractor may flow down to subcontracts for commercial items a
minimal number of additional clauses necessary to satisfy its contractual obligations.
(d) The Contractor shall include the terms of this clause, including this paragraph (d), in
subcontracts awarded under this contract.
(End of Clause)
I-139 52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEV 99-00012) MAY/2004
(a) Government-furnished property.
(1) The Government shall deliver to the Contractor, for use in connection with and under the
terms of this contract, the Government-furnished property described in the Schedule or
specifications together with any related data and information that the Contractor may request and
is reasonably required for the intended use of the property (hereinafter referred to as
“Government-furnished property”).
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(2) The delivery or performance dates for this contract are based upon the expectation that
Government-furnished property suitable for use (except for property furnished “as is”) will be
delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient
time to enable the Contractor to meet the contract’s delivery or performance dates.
(3) If Government-furnished property is received by the Contractor in a condition not suitable
for the intended use, the Contractor shall, upon receipt of it, notify the Contracting Officer,
detailing the facts, and, as directed by the Contracting Officer and at Government expense, either
repair, modify, return, or otherwise dispose of the property. After completing the directed action
and open written request of the Contractor, the Contracting Officer shall make an equitable
adjustment as provided in paragraph (h) of this clause.
(4) If Government-furnished property is not delivered to the Contractor by the required time,
the Contracting Officer shall, upon the Contractor’s timely written request, make a determination
of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance
with paragraph (h) of this clause.
(b) Changes in Government-furnished property.
(1) The Contracting Officer may, by written notice, (i) decrease the Government-furnished
property provided or to be provided under this contract, or (ii) substitute other
Government-furnished property to be provided by the Government, or to be acquired by the Contractor
for the Government, under this contract. The Contractor shall promptly take such action as the
Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered
by such notice.
(2) Upon the Contractor’s written request, the Contracting Officer shall make an equitable
adjustment to the contract in accordance with paragraph (h) of this clause, if the Government has
agreed in the Schedule to make the property available for performing this contract and there is
any:
(i) Decrease or substitution in this property pursuant to subparagraph (b)(1) of this clause;
or
(ii) Withdrawal of authority to use this property, if provided under any other contract or
lease.
(c) Title in Government property.
(1) The Government shall retain title to all Government-furnished property.
(2) All Government-furnished property and all property acquired by the Contractor, title to
which vests in the Government under this paragraph (collectively referred to as “Government
property”), are subject to the provisions of this clause. Title to Government property shall not be
affected by its incorporation into or attachment to any property not owned by the Government, nor
shall Government property become a fixture or lose its identity as personal property by being
attached to any real property.
(3) Title to each item of facilities and special test equipment acquired by the Contractor for
the Government under this contract shall pass to and vest in the Government when its use in
performing this contract commences or when the Government has paid for it, whichever is earlier,
whether or not title previously vested in the Government.
(4) If this contract contains a provision directing the Contractor to purchase material for
which the Government will reimburse the Contractor as a direct item of cost under this contract-
(i) Title to material purchased from a vendor shall pass to and vest in the Government upon
the vendor’s delivery of such material; and
(ii) Title to all other material shall pass to and vest in the Government upon-
(A) Issuance of the material for use in contract performance;
(B) Commencement of processing of the material or its use in contract performance; or
(C) Reimbursement of the cost of the material by the Government, whichever occurs first.
(d) Use of Government property. The Government property shall be used only for performing this
contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e) Property administration.
(1) The Contractor shall be responsible and accountable for all Government property provided
under this contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in
effect on the date of this contract.
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(2) The Contractor shall establish and maintain a program for the use, maintenance, repair,
protection, and preservation of Government property in accordance with sound industrial practice
and the applicable provisions of Subpart 45.5 of the FAR.
(3) If damage occurs to Government property, the risk of which has been assumed by the
Government under this contract, the Government shall replace the items or the Contractor shall make
such repairs as the Government directs. However, if the Contractor cannot effect such repairs
within the time required, the Contractor shall dispose of the property as directed by the
Contracting Officer. When any property for which the Government is responsible is replaced or
repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph
(h) of this clause.
(4) The Contractor represents that the contract price does not include any amount for repairs
or replacement for which the Government is responsible. Repair or replacement of property for which
the Contractor is responsible shall be accomplished by the Contractor at its own expense.
(f) Access. The Government and all its designees shall have access at all reasonable times to the
premises in which any Government property is located for the purpose of inspecting the Government
property.
(g) Risk of loss. Unless otherwise provided in this contract, the Contractor assumes the risk of,
and shall be responsible for, any loss or destruction of, or damage to, Government property upon
its delivery to the Contractor or upon passage of title to the Government under paragraph (c) of
this clause. However, the Contractor is not responsible for reasonable wear and tear to Government
property or for Government property properly consumed in performing this contract.
(h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to
any affected contract provision in accordance with the procedures of the Changes clause. When
appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the
Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The
Government shall not be liable to suit for breach of contract for-
(1) Any delay in delivery of Government-furnished property;
(2) Delivery of Government-furnished property in a condition not suitable for intended use;
(3) A decrease in or substitution of Government-furnished property; or
(4) Failure to repair or replace Government property for which the Government is responsible.
(i) Government property disposal. Except as provided in paragraph (i)(1)(i), (i) (2), and (i)(8)(i)
of this clause, the Contractor shall not dispose of Government property until authorized to do so
by the Plant Clearance Officer.
(1) Scrap (to which the Government has obtained title under paragraph (c) of this clause).—
(i) Contractor with an approved scrap procedure.—
(A) The Contractor may dispose of scrap resulting from production or testing under this
contract without Government approval. However, if the scrap requires demilitarization or is
sensitive property, the Contractor shall submit the scrap on an inventory disposal schedule.
(B) For scrap from other than production or testing the Contractor may prepare scrap lists in
lieu of inventory disposal schedules (provided such lists are consistent with the approved scrap
procedures), except that inventory disposal schedules shall be submitted for scrap aircraft or
aircraft parts and scrap that —
(1) Requires demilitarization;
(2) Is a classified item;
(3) Is generated from classified items;
(4) Contains hazardous materials or hazardous wastes;
(5) Contains precious metals; or
(6) Is dangerous to the public health, safety, or welfare.
(ii) Contractor without an approved scrap procedure. The Contractor shall submit an inventory
disposal schedule for all scrap.
(2) Pre-disposal requirements. When the Contractor determines that a property item acquired or
produced by the Contractor, to which the Government has obtained title under paragraph (c) of this
clause, is no longer needed for performance of this contract, the Contractor, in the following
order of priority:
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(i) May purchase the property at the acquisition cost.
(ii) Shall make reasonable efforts to return unused property to the appropriate supplier at
fair market value (less, if applicable a reasonable restock fee that is consistent with the
supplier’s customary practices).
(iii) Shall list, on Standard Form 1428, Inventory Disposal Schedule, property that was not
purchased under paragraph (i)(2)(i) of this clause, could not be returned to a supplier, or could
not be used in the performance of other Government contracts.
(3) Inventory disposal schedules. —
(1) The Contractor shall use Standard Form 1428, Inventory Disposal Schedule, to identify —
(A) Government-furnished property that is no longer required for performance of this contract,
provided the terms of another Government contract do not require the Government to furnish that
property for performance of that contract; and
(B) Property acquired or produced by the Contractor, to which the Government has obtained
title under paragraph (c) of this clause, that is no longer required for performance of that
contract.
(ii) The Contractor may annotate inventory disposal schedules to identify property the
Contractor wishes to purchase from the Government.
(iii) Unless the Plant Clearance Officer has agreed otherwise, or the contract requires
electronic submission of inventory disposal schedules, the Contractor shall prepare separate
inventory disposal schedules for —
(A) Special test equipment with commercial components;
(B) Special test equipment without commercial components;
(C) Printing equipment;
(D) Computers, components thereof, peripheral equipment, and related equipment;
(E) Precious Metals;
(F) Nonnuclear hazardous materials or hazardous wastes; or
(G) Nuclear materials or nuclear wastes.
(iv) Property with the same description, condition code, and reporting location may be grouped
in a single line item. The Contractor shall describe special test equipment in sufficient detail to
permit an understanding of the special test equipment’s intended use.
(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the
Plant Clearance Officer no later than —
(i) Thirty days following the Contractor’s determination that a Government property item is no
longer required for performance of the contract;
(ii) Sixty days, or such longer period as may be approved by the Plant Clearance Officer,
following completion of contract deliveries or performance; or
(iii) One hundred twenty days, or such longer period as may be approved by the Plant Clearance
Officer, following contract termination in whole or in part.
(5) Corrections. The Plant Clearance Officer may require the Contractor to correct an
inventory disposal schedule or may reject a schedule if the property identified on the schedule is
not accountable under this contract or is not in the quantity or condition indicated.
(6) Postsubmission adjustments. The Contractor shall provide the Plant Clearance Officer at
least 10 working days advance written notice of its intent to remove a property item from an
approved inventory disposal schedule. Unless the Plant Clearance Officer objects to the intended
schedule adjustment within the notice period, the Contractor may make the adjustment upon
expiration of the notice period.
(7) Storage. —
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(i) The Contractor shall store the property identified on an inventory disposal schedule
pending receipt of disposal instructions. The Government’s failure to provide disposal instructions
within 120 days following acceptance of an inventory disposal schedule might entitle the Contractor
to an equitable adjustment for costs incurred to store such property on or after the 121st day.
(ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove Government
property from the premises at which the property is currently located prior to receipt of final
disposition instructions. If approval is granted, any costs incurred by the Contractor to transport
or store the property shall not increase the price or fee of any Government contract. The storage
facility shall be appropriate for assuring the property’s physical safety and suitability for use.
Approval does not relieve the Contractor of any liability under this contract for such property.
(8) Disposition instructions. —
(i) If the Government does not provide disposition instructions to the Contractor within 45
days following acceptance of a scrap list, the Contractor may dispose of the listed scrap in
accordance with the Contractor’s approved scrap procedures.
(ii) The Contractor shall prepare for shipment, delivery f.o.b. origin, or dispose of
Government property as directed by the Plant Clearance Officer. The Contractor shall remove and
destroy any markings identifying the property as Government property prior to the disposing of the
property.
(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to
shipment or disposal. Any equitable adjustment incident to the Contracting Officer’s direction to
demilitarize Government property shall be made in accordance with paragraph (h) of this clause.
(9) Disposal proceeds. The Contractor shall credit the net proceeds from the disposal of
Government property to the price or cost of work covered by this contract or to the Government as
the Contracting Officer directs.
(10) Subcontractor inventory disposal schedules. The Contractor shall require a subcontractor
that is using property accountable under this contract at a subcontractor-managed site to submit
inventory disposal schedules to the Contractor in sufficient time for the Contractor to comply with
the requirements of paragraph (i)(4) of this clause.
(j) Abandonment of Government property. —
(1) The Government will not abandon sensitive Government property without the Contractor’s
written consent.
(2) The Government, upon notice to the Contractor, may abandon any nonsensitive Government
property in place at which time all obligations of the Government regarding such abandoned property
shall cease.
(3) The Government has no obligation to restore or rehabilitate the Contractor’s premises
under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable
for the intended use, or if other Government property is substituted, then the equitable adjustment
under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
(k) Communications. All communications under this clause shall be in writing.
(1) Overseas contracts. If this contract is to be performed outside the United States and its
outlying areas, the words “Government” and “Government-furnished” (wherever they appear in this
clause) shall be construed as “United States Government” and “United States Government-furnished,”
respectively.
(End of clause)
I-140
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52.245- 5 | GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS) (MAY 2004) (DEV 99-00008) |
JAN/1986 |
(a) Government-furnished property.
(1) The term “Contractor’s managerial personnel,” as used in paragraph (g) of this clause,
means any of the Contractor’s directors, officers, managers, superintendents, or equivalent
representatives who have supervision or direction of—
(i) All or substantially all of the Contractor’s business;
(ii) All or substantially all of the Contractor’s operation at any one plant, or separate
location at which the contract is being performed; or
(iii) A separate and complete major industrial operation connected with performing this
contract.
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(2) The Government shall deliver to the Contractor, for use in connection with and under the
terms of this contract, the Government-furnished property described in the Schedule or
specifications, together with such related data and information as the Contractor may request and
as may be reasonably required for the intended use of the property (hereinafter referred to as
“Government-furnished property”).
(3) The delivery or performance dates for this contract are based upon the expectation that
Government-furnished property suitable for use will be delivered to the Contractor at the times
stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet
the contract’s delivery or performance dates.
(4) If Government-furnished property is received by the Contractor in a condition not suitable
for the intended use, the Contractor shall, upon receipt, notify the Contracting Officer, detailing
the facts, and, as directed by the Contracting Officer and at Government expense, either effect
repairs or modification or return or otherwise dispose of the property. After completing the
directed action an upon written request of the Contractor, the Contracting Officer shall make an
equitable adjustment as provided in paragraph (h) of this clause.
(5) if Government-furnished property is not delivered to the Contractor by the required time
or times, the Contracting Officer shall, upon the Contractor’s timely written request, make a
determination of the delay, if any, caused the contractor and shall make an equitable adjustment in
accordance with paragraph (h) of this clause.
(b) Changes in Government-furnished property. (1) The Contracting Officer may, by written notice,
(i) decrease the Government-furnished property provided or to be provided under this contract or
(ii) substitute other Government-furnished property for the property to be provided by the
Government or to be acquired by the Contractor for the Government under this contract. The
Contractor shall promptly take such action as the Contracting Officer may direct regarding the
removal, shipment, or disposal of the property covered by this notice.
(2) Upon the Contractor’s written request, the Contracting Officer shall make an equitable
adjustment to the contract in accordance with paragraph (h) of this clause, if the Government has
agreed in the Schedule to make such property available for performing this contract and there is
any-
(i) Decrease or substitution in this property pursuant to subparagraph (b)(1) above; or
(ii) Withdrawal of authority to use property, if provided under any other contract or lease.
(c) Title. (1) The Government shall retain title to all Government-furnished property.
(2) Title to all property purchased by the Contractor for which the Contractor is entitled to
be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government
upon the vendor’s delivery of such property.
(3) Title to all other property, the cost of which is reimbursable to the Contractor, shall
pass to and vest in the Government upon-
(i) Issuance of the property for use in contract performance;
(ii) Commencement of processing of the property for use in contract performance; or
(iii) Reimbursement of the cost of the property by the Government, whichever occurs first.
(4) All Government-furnished property and all property acquired by the Contractor, title to
which vests in the Government under this paragraph (collectively referred to as “Government
property”), are subject to the provisions of this clause. Title to Government property shall not be
affected by its incorporation into or attachment to any property not owned by the Government, nor
shall Government property become a fixture or lose its identity as personal property by being
attached to any real property.
(d) Use of Government property. The Government property shall be used only for performing this
contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e) Property administration. (1) The Contractor shall be responsible and accountable for all
Government property provided under the contract and shall comply with Federal Acquisition
Regulation (FAR) Subpart 45.5, as in effect on the date of this contract.
(2) The Contractor shall establish and maintain a program for the use, maintenance, repair,
protection, and preservation of Government property in accordance with sound business practice and
the applicable provisions of FAR Subpart 45.5.
(3) If damage occurs to Government property, the risk of which has been assumed by the
Government under this contract, the Government shall replace the items or the Contractor shall make
such repairs as the Government directs. However, if the Contractor cannot effect such repairs
within the time required, the Contractor shall dispose of the property as directed by the
Contracting Officer. When any property for which the Government is responsible is replaced or
repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph
(h) of this clause.
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(f) Access. The Government and all its designees shall have access at all reasonable times to the
premises in which any Government property is located for the purpose of inspecting the Government
property.
(g) Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or
damage to, the Government property provided under this contract or for expenses incidental to such
loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below.
(2) The Contractor shall be responsible for loss or destruction of, or damage to, the
Government property provided under this contract (including expenses incidental to such loss,
destruction, or damage)—
(i) That results from a risk expressly required to be insured under this contract, but only to
the extent of the insurance required to be purchased and maintained or to the extent of insurance
actually purchased and maintained, whichever is greater);
(ii) That results from a risk that is in fact covered by insurance or for which the Contractor
is otherwise reimbursed, but only to the extent of such insurance or reimbursement;
(iii) For which the Contractor is otherwise responsible under the express terms of this
contract;
(iv) That results from willful misconduct or lack of good faith on the part of the
Contractor’s managerial personnel; or
(v) That results from a failure on the part of the Contractor, due to willful misconduct or
lack of good faith on the part of the Contractor’s managerial personnel, to establish and
administer a program or system for the control, use, protection, preservation, maintenance, and
repair of Government property as required by paragraph (e) of this clause.
(3)(i) If the Contractor fails to act as provided in subdivision (g)(2)(v) above, after being
notified (by certified mail addressed to one of the Contractor’s managerial personnel) of the
Government’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it
shall be conclusively presumed that such failure was due to willful misconduct or lack of good
faith on the part of the Contractor’s managerial personnel.
(ii) In such event, any loss or destruction of, or damage to, the Government property shall be
presumed to have resulted from such failure unless the Contractor can establish by clear and
convincing evidence that such loss, destruction, or damage —
(A) Did not result from the Contractor’s failure to maintain an approved program or system; or
(B) Occurred while an approved program or system was maintained by the Contractor.
(4) If the Contractor transfers Government property to the possession and control of a
subcontractor, the transfer shall not affect the liability of the Contractor for loss or
destruction of, or damage to, the property as set forth above. However, the Contractor shall
require the subcontractor to assume the risk of, and be responsible for, any loss or destruction
of, or damage to, the property while in the subcontractor’s possession or control, except to the
extent that the subcontract, with the advance approval of the Contracting Officer, relieves the
subcontractor from such liability. In the absence of such approval, the subcontract shall contain
appropriate provisions requiring the return of all Government property in as good condition as when
received, except for reasonable wear and tear or for its use in accordance with the provisions of
the prime contract.
(5) The Contractor shall notify the Contracting Officer upon loss or destruction of, or damage
to, Government property provided under this contract, with the exception of low value property for
which loss, damage, or destruction is reported at contract termination, completion, or when needed
for continued contract performance. The Contractor shall take all reasonable action to protect the
Government property from further damage, separate the damaged and undamaged Government property,
put all the affected Government property in the best possible order, and furnish to the Contracting
Officer a statement of.—
(i) The lost, destroyed, or damaged Government property;
(ii) The time and origin of the loss, destruction, or damage;
(iii) All known interests in commingled property of which the Government property is a part;
and
(iv) The insurance, if any, covering any part of or interest in such commingled property.
(6) The Contractor shall repair, renovate, and take such other action with respect to damaged
Government property as the Contracting Officer directs. If the Government property is destroyed or
damaged beyond practical repair, or is damaged and so commingled or combined with property of
others (including the Contractor’s) that separation is impractical, the Contractor may, with the
approval of and subject to any conditions imposed by the Contracting Officer, sell such property
for the account of the Government. Such sales may be made in order to minimize the loss to the
Government, to permit the resumption of business, or to accomplish a similar purpose. The
Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures
made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h)
of this clause. However, the Government may directly reimburse the loss and salvage organization
for any of their charges. The Contracting Officer shall give due regard to the Contractor’s
liability under this paragraph (g) when making such equitable adjustment.
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(7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead,
the cost of insurance or of any reserve covering rise of loss or destruction of, or damage to,
Government property, except to the extent that the Government may have expressly required the
Contractor to carry such insurance under another provision of this contract.
(8) In the event the Contractor is reimbursed or otherwise compensated for any loss or
destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair,
renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit
the proceeds to, or equitably reimburse the Government, as directed by the Contracting.
(9) The Contractor shall do nothing to prejudice the Government’s rights to recover against
third parties for any loss or destruction of, or damage to, Government property. Upon the request
of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the
Government all reasonable assistance and cooperation (including the prosecution of suit and the
execution of instruments of assignment in favor of the Government) in obtaining recovery. In
addition, where a subcontractor has not been relieved from liability for any loss or destruction
of, or damage to, Government property, the Contractor shall enforce for the benefit of the
Government the liability of the subcontractor for such loss, destruction, or damage.
(h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to
any affected contract provision in accordance with the procedures of the Changes clause. When
appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the
Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The
Government shall not be liable to suit for breach of contract or—
(1) Any delay in delivery of Government-furnished property;
(2) Delivery of Government-furnished property in a condition not suitable for its intended
use;
(3) A decrease in or substitution of Government-furnished property; or
(4) Failure to repair or replace Government property for which the Government is responsible.
(i) Government property disposal. Except as provided in paragraph (i)(1)(i), (i)(2), and (i)(8)(i)
of this clause, the Contractor shall not dispose of Government property until authorized to do so
by the Plant Clearance Officer.
(1) Scrap (to which the Government has obtained title under paragraph (c) of this clause). —
(i) Contractor with an approved scrap procedure. —
(A) The Contractor may dispose of scrap resulting from production or testing under this
contract without Government approval. However, if the scrap requires demilitarization or is
sensitive property, the Contractor shall submit the scrap on an inventory disposal schedule.
(B) For scrap from other than production or testing the Contractor may prepare scrap lists in
lieu of inventory disposal schedules (provided such lists are consistent with the approved scrap
procedures), except that inventory disposal schedules shall be submitted for scrap aircraft or
aircraft parts and scrap that —
(1) Requires demilitarization;
(2) Is a classified item;
(3) Is generated from classified items;
(4) Contains hazardous materials or hazardous wastes;
(5) Contains precious metals; or
(6) Is dangerous to the public health, safety, or welfare.
(ii) Contractor without an approved scrap procedure. The Contractor shall submit an inventory
disposal schedule for all scrap.
(2) Pre-disposal requirements. When the Contractor determines that a property item acquired or
produced by the Contractor, to which the Government has obtained title under paragraph (c) of this
clause, is no longer needed for performance of this contract, the Contractor, in the following
order of priority;
(i) May purchase the property at the acquisition cost.
(ii) Shall make reasonable efforts to return unused property to the appropriate supplier at
fair market value (less, if applicable a reasonable restock fee that is consistent with the
supplier’s customary practices).
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(iii) Shall list, on Standard Form 1428, Inventory Disposal Schedule, property that was not
purchased under paragraph (i)(2)(i) of this clause, could not be returned to a supplier, or could
not be used in the performance of other Government contracts.
(3) Inventory disposal schedules. —
(i) The Contractor shall use Standard Form 1428, Inventory Disposal Schedule, to identify —
(A) Government-furnished property that is no longer required for performance of this contract,
provided the terms of another Government contract do not require the Government to furnish that
property for performance of that contract; and
(B) Property acquired or produced by the Contractor, to which the Government has obtained
title under paragraph (c) of this clause, that is no longer required for performance of that
contract.
(ii) The Contractor may annotate inventory disposal schedules to identify property the
Contractor wishes to purchase from the Government.
(iii) Unless the Plant Clearance officer has agreed otherwise, or the contract requires
electronic submission of inventory disposal schedules, the Contractor shall prepare separate
inventory disposal schedules for —
(A) Special test equipment with commercial components;
(B) Special test equipment without commercial components;
(C) Printing equipment;
(D) Computers, components thereof, peripheral equipment, and related equipment;
(E) Precious Metals;
(F) Nonnuclear hazardous materials or hazardous wastes; or
(G) Nuclear materials or nuclear wastes.
(iv) Property with the same description, condition code, and reporting location may be grouped
in a single line item. The Contractor shall describe special test equipment in sufficient detail to
permit an understanding of the special test equipment’s intended use.
(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the
Plant Clearance Officer no later than—
(i) Thirty days following the Contractor’s determination that a Government property item is no
longer required for performance of the contract;
(ii) Sixty days, or such longer period as may be approved by the Plant Clearance Officer,
following completion of contract deliveries or performance; or
(iii) One hundred twenty days, or such longer period as may be approved by the Plant Clearance
Officer, following contract termination in whole or in part.
(5) Corrections. The Plant Clearance Officer may require the Contractor to correct an
inventory disposal schedule or may reject a schedule if the property identified on the schedule is
not accountable under this contract or is not in the quantity or condition indicated.
(6) Postsubmission adjustments. The Contractor shall provide the Plant Clearance Officer at
least 10 working days advance written notice of its intent to remove a property item from an
approved inventory disposal schedule. Unless the Plant Clearance Officer objects to the intended
schedule adjustment within the notice period, the Contractor may make the adjustment upon
expiration of the notice period.
(7) Storage. —
(i) The Contractor shall store the property identified on an inventory disposal schedule
pending receipt of disposal instructions. The Government’s failure to provide disposal instructions
within 120 days following acceptance of an inventory disposal schedule might entitle the Contractor
to an equitable adjustment for costs incurred to store such property on or after the 121st day.
(ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove Government
property from the premises at which the property is currently located prior to receipt of final
disposition instructions. If approval is granted, any costs incurred by the Contractor to transport
or store the
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property shall not increase the price or fee of any Government contract. The storage facility shall
be appropriate for assuring the property’s physical safety and suitability for use. Approval does
not relieve the Contractor of any liability under this contract for such property.
(8) Disposition instructions. —
(i) the Government does not provide disposition, instructions to the Contractor within 45 days
following acceptance of a scrap list, the Contractor may dispose of the listed scrap in accordance
with the Contractor’s approved scrap procedures.
(ii) The Contractor shall prepare for shipment, delivery f.o.b. origin, or dispose of
Government property as directed by the Plant Clearance Officer. The Contractor shall remove any
markings identifying the property as Government property prior to disposing of the property.
(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to
shipment or disposal. Any equitable adjustment incident to the Contracting Officer’s direction to
demilitarize Government property shall be made in accordance with paragraph (h) of this clause.
(9) Disposal proceeds. The Contractor shall credit the net proceeds from the disposal of
Government property to the price or cost of work covered by this contract or to the Government as
the Contracting Officer directs.
(10) Subcontractor inventory disposal schedules. The Contractor shall require a subcontractor
that is using property accountable under this contract at a subcontractor-managed site to submit
inventory disposal schedules to the Contractor in sufficient time for the Contractor to comply with
the requirements of paragraph (i) (4) of this clause.
(j) Abandonment of Government property. —
(1) The Government will not abondon sensitive Government property without the Contractor’s
written consent.
(2) The Government, upon notice to the Contractor, may abandon any nonsensitive Government
property in place at which time all obligations of the Government regarding such abandoned property
shall cease.
(3) The Government has no obligation to restore or rehabilitate the Contractor’s premises
under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable
for the intended use, or if other Government property is substituted, then the equitable adjustment
under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
(k) Communications. All communications under this clause shall be in writing.
(1) Overseas contracts. If this contract is to be performed outside of the United States of
America, its territories, or possessions, the words “Government” and “Government-furnished”
(wherever they appear in this clause) shall be construed as “United States Government” and “United
States Government-furnished,” respectively.
(End of clause)
I-141 52.252- 2 CLAUSES INCORPORATED BY REFERENCE FEB/1998
This contract incorporates one or more clauses by reference, with the same force and effect as if
they were given in full text. Upon request, the Contracting Officer will make their full text
available. Also, the full text of a clause may be accessed electronically at this/these
address(es):
FAR Clauses:
http://www.acqnet.gov/far
http://www.acqnet.gov/far
DFARS Clauses:
http://www.osd.mil/dpap/dars/dfars/index.htm
http://www.osd.mil/dpap/dars/dfars/index.htm
Clause Deviations:
http://www.acq.osd.mil/dpap/dars/classdev/index.htm
http://www.acq.osd.mil/dpap/dars/classdev/index.htm
(End of clause)
I-142 252.211-7005 SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS AND STANDARDS NOV/2005
(a) Definition. “SPI process,” as used in this clause, means a management or manufacturing
process that has been accepted previously by the Department of Defense under the Single Process
Initiative (SPI) for use in lieu of a specific military or Federal specification or standard at
specific facilities. Under
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| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
SPI, these processes are reviewed and accepted by a Management Council, which includes
representatives of the contractor, the Defense Contract Management Agency, the Defense Contract
Audit Agency, and the military departments.
(b) A listing of SPI processes accepted at specific facilities is available via the Internet
at http://guidebook.dcma.mil/20/guidebook_process (paragraph 4.2).
(c) An offeror proposing to use an SPI process in lieu of military of Federal specifications
or standards cited in the solicitation shall—
(1) Identify the specific military or Federal specification or standard for which the SPI
process has been accepted;
(2) Identify each facility at which the offeror proposes to use the specific SPI process in
lieu of military or Federal specifications or standards cited in the solicitation;
(3) Identify the contract line items, subline items, components, or elements affected by the
SPI process; and
(4) If the proposed SPI process has been accepted at the facility at which it is proposed for
use, but is not yet listed at the Internet site specified in paragraph (b) of this clause, submit
documentation of Department of Defense acceptance of the SPI process.
(d) Absent a determination that an SPI process is not acceptable for this procurement, the
Contractor shall use the following SPI processes in lieu of military or Federal specifications or
standards:
(Offeror insert information for each SPI process)
SPI Process: |
||||
Facility: |
||||
| Military or Federal | ||||
| Specification or Standard: | ||||
| Affected Contract Line Item | ||||
| Number, Subline Item Number, | ||||
| Component, or Element: | ||||
(e) If a prospective offeror wishes to obtain, prior to the time specified for receipt of
offers, verification that an SPI process is an acceptable replacement for military or Federal
specifications or standards required by the solicitation, the prospective offeror —
(1) May submit the information required by paragraph (d) of this clause to the Contracting
Officer prior to submission of an offer; but
(2) Must submit the information to the Contracting Officer at least 10 working days prior to
the date specified for receipt of offers.
(End of clause)
I-143
|
252.225-7040 | CONTRACTOR PERSONNEL SUPPORTING A FORCE DEPLOYED OUTSIDE THE UNITED STATES |
JUN/2605 |
(a) Definitions. As used in this clause—
Combatant Commander means the commander of a unified or specified combatant command established in
accordance with 10 U.S.C. 161. Theater of operations means an area defined by the combatant
commander for the conduct or support of specific operations.
(b) General. (1) This clause applies when contractor personnel deploy with or otherwise
provide support in the theater of operations to military forces deployed outside the United States
in—
(i) Contingency operations;
(ii) Humanitarian or peacekeeping operations; or
(iii) Other military operations or exercises designated by the Combatant Commander.
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| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
(2) Contract performance in support of U.S. military forces may require work in dangerous or
austere conditions. The Contractor accepts the risks associated with required contract performance
in such operations.
(3) Contractor personnel are not combatants and shall not undertake any role that would
jeopardize their status. Contractor personal shall not use force or otherwise directly participate
in acts likely to cause actual harm to enemy armed forces.
(c) Support. (1) The Combatant Commander will develop a security plan to provide protection,
through military means, of Contractor personnel engaged in the theater of operations unless the
terms of this contract place the responsibility with another party.
(2)(i) All Contractor personnel engaged in the theater of operations are authorized
resuscitative care, stabilization, hospitalization at level III military treatment facilities, and
assistance with patient movement in emergencies where loss of life, limb, or eyesight could occur.
Hospitalization will be limited to stabilization and short-term medical treatment with an emphasis
on return to duty or placement in the patient movement system.
(ii) When the Government provides medical treatment or transportation of Contractor personnel
to a selected civilian facility, the Contractor shall ensure that the Government is reimbursed for
any costs associated with such treatment or transportation.
(iii) Medical or dental care beyond this standard is not authorized unless specified elsewhere
in this contract.
(3) Unless specified elsewhere in this contract, the Contractor is responsible for all other
support required for its personnel engaged in the theatre of operations under this contract.
(d) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure
that its personnel supporting a force deployed outside the United States as specified in paragraph
(b)(1) of this clause are familiar with and comply with, all applicable—
(1) United States, host country, and third country national laws;
(2) Treaties and international agreements;
(3) United States regulations, directives, instructions, policies, and procedures; and
(4) Orders, directives, and instructions issued by the Combatant Commander relating to force
protection, security, health, safety, or relations and interaction with local nationals.
(e) Pre-deployment requirements. The Contractor shall ensure that the following requirements
are met prior to deploying personnel in support of U.S. military forces. Specific requirements for
each category may be specified in the statement of work or elsewhere in the contract.
(1) All required security and background checks are complete and acceptable.
(2) All deploying personnel meet the minimum medical screening requirements and have received
all required immunizations as specified in the contract. The Government will provide, at no cost to
the Contractor, any theater-specific immunizations and/or medications not available to the general
public.
(3) Deploying personnel have all necessary passports, visas, and other documents required to
enter and exit a theater of operations and have a Geneva Conventions identification card from the
deployment center.
(4) Country and theater clearance is obtained for personnel. Clearance requirements are in DoD
Directive 4500.54, Official Temporary Duty Abroad, and DoD 4500.54-G, DoD Foreign Clearance Guide.
Contractor personnel are considered non-DOD personnel traveling under DoD sponsorship.
(f) Processing and departure points. Deployed contractor personnel shall—
(1) Process through the deployment center designated in the contract, or as otherwise directed
by the Contracting Officer, prior to deploying. The deployment center will conduct deployment
processing to ensure visibility and accountability of contractor personnel and to ensure that all
deployment requirements are met;
(2) Use the point of departure and transportation mode directed by the Contracting Officer;
and
(3) Process through a Joint Reception Center (JRC) upon arrival at the deployed location. The
JRC will validate personnel accountability, ensure that specific theater of operations entrance
requirements are met, and brief contractor personnel on theater-specific policies and procedures.
(g) Personnel data list. (1) The Contractor shall establish and maintain with the designated
Government official a current list of all contractor personnel that deploy with or otherwise
provide support in the theater of operations to U.S. military forces as specified in paragraph
(b)(1) of this clause. The Contracting Officer will inform the Contractor of the Government
official designated to receive this data and the appropriate automated system(s) to use for this
effort.
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| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
(2) The Contractor shall ensure that all employees on the list have a current DD Form 93,
Record of Emergency Data Card, on file with both the Contractor and the designated Government
official.
(h) Contractor personnel. (1) The Contracting Officer may direct the Contractor, at its own
expense, to remove and replace any contractor personnel who jeopardize or interfere with mission
accomplishment or who fail to comply with or violate applicable requirements of this clause. Such
action may be taken at the Government’s discretion without prejudice to its rights under any other
provision of this contract, including the Termination for Default clause.
(2) The Contractor shall have a plan on file showing how the Contractor would replace
employees who are unavailable for deployment or who need to be replaced during deployment. The
Contractor shall keep this plan current and shall provide a copy to the Contracting Officer upon
request. The plan shall—
(i) Identify all personnel who are subject to military mobilization;
(ii) Detail how the position would be filled if the individual were mobilized; and
(iii) Identify all personnel who occupy a position that the Contracting Officer has designated
as mission essential.
(i) Military clothing and protective equipment. (1) Contractor personnel supporting a force
deployed outside the United States as specified in paragraph (b)(1) of this clause are prohibited
from wearing military clothing unless specifically authorized in writing by the Combatant
Commander. If authorized to wear military clothing, Contractor personnel must wear distinctive
patches, arm bands, nametags, or headgear, in order to be distinguishable from military personnel,
consistent with force protection measures and the Geneva Conventions.
(2) Contractor personnel may wear military-unique organizational clothing and individual
equipment (OCIE) required for safety and security, such as ballistic, nuclear, biological, or
chemical protective clothing.
(3) The deployment center, or the Combatant Commander, shall issue OCIE and shall provide
training, if necessary, to ensure the safety and security of contractor personnel.
(4) The Contractor shall ensure that all issued OCIE is returned to the point of issue, unless
otherwise directed by the Contracting Officer.
(j) Weapons. (1) If the Contractor requests that its personnel performing in the theater of
operations be authorized to carry weapons, the request shall be made through the Contracting
Officer to the combatant commander. The Combatant Commander will determine whether to authorize
in-theater contractor personnel to carry weapons and what weapons will be allowed.
(2) The Contractor shall ensure that its personnel who are authorized to carry weapons—
(i) Are adequately trained;
(ii) Are not barred from possession of a firearm by 18 U.S.C. 922; and
(iii) Adhere to all guidance and orders issued by the Combatant Commander regarding
possession, use, safety, and accountability of weapons and ammunition.
(3) Upon redeployment or revocation by the Combatant Commander of the Contractor’s
authorization to issue firearms, the Contractor shall ensure that all Government-issued weapons and
unexpended ammunition are returned as directed by the Contracting Officer.
(k) Vehicle or equipment licenses. Contractor personnel shall possess the required licenses to
operate all vehicles or equipment necessary to perform the contract in the theater of operations.
(l) Purchase of scarce goods and services. If the Combatant Commander has established an
organization for the theater of operations whose function is to determine that certain items are
scarce goods or services, the Contractor shall coordinate with that organization local purchases of
goods and services designated as scarce, in accordance with instructions provided by the
Contracting Officer.
(m) Evacuation. (1) If the Combatant Commander orders a mandatory evacuation of some or all
personnel, the Government will provide assistance, to the extent available, to United States and
third country national contract personnel.
(2) In the event of a non-mandatory evacuation order, unless authorized in writing by the
Contracting Officer, the Contractor shall maintain personnel on location sufficient to meet
obligations under this contract.
(n) Next of kin notification and personnel recovery. (1) The Contractor shall be responsible
for notification of the employee-designated next of kin in the event an employee dies, requires
evacuation due to an injury, or is missing, captured, or abducted.
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| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
(2) In the case of missing, captured, or abducted contractor personnel, the Government will
assist in personnel recovery actions in accordance with DoD Directive 2310.2, Personnel Recovery.
(o) Mortuary affairs. Mortuary affairs for contractor personnel who die while providing
support in the theater of operations to U.S. military forces will be handled in accordance with DoD
Directive 1300.22, Mortuary Affairs Policy.
(p) Changes. In addition to the changes otherwise authorized by the Changes clause of this
contract, the Contracting Officer may, at any time, by written order identified as a change order,
make changes in Government-furnished facilities, equipment, material, services, or site. Any change
order issued in accordance with this paragraph (p) shall be subject to the provisions of the
Changes cause of this contract.
(q) Subcontracts. The Contractor shall incorporate the substance of this clause, including
this paragraph (q), in all subcontracts that require subcontractor personnel to be available to
deploy with or otherwise provide support in the theater of operations to U.S. military forces
deployed outside the United States in—
(1) Contingency operations;
(2) Humanitarian or peacekeeping operations; or
(3) Other military operations or exercises designated by the Combatant Commander.
(End of clause)
I-144
|
252.225-7043 | ANTITERRORISM/FORCE PROTECTION FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES |
MAR/2006 |
(a) Definition. United States, as used in this clause, means, the 50 States, the District of
Columbia, and outlying areas.
(b) Except as provided in paragraph (c) of this clause, the Contractor and its subcontractors,
if performing or traveling outside the United States under this contract, shall —
(1) Affiliate with the Overseas Security Advisory Council, if the Contractor or subcontractor
is a U.S. entity;
(2) Ensure that Contractor and subcontractor personnel who are U.S. nationals and are
in-country on a non-transitory basis, register with the U.S. Embassy, and that Contractor and
subcontractor personnel who are third country nationals comply with any security related
requirements of the Embassy of their nationality;
(3) Provide, to Contractor and subcontractor personnel, antiterrorism/force protection
awareness information commensurate with that which the Department of Defense (DoD) provides to its
military and civilian personnel and their families, to the extent such information can be made
available prior to travel outside the United States; and
(4) Obtain and comply with the most current antiterrorism/force protection guidance for
Contractor and subcontractor personnel.
(c) The requirements of this cause do not apply to any subcontractor that is —
(1) A foreign government;
(2) A representative of a foreign government; or
(3) A foreign corporation wholly owned by a foreign government.
(d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained
as follows:
(1) For work performed in Japan, U.S.-Japan bilateral agreements govern the status of
contractors and employee, criminal jurisdiction, and taxation. United States Forces, Japan, and
component policy, as well as U.S.-Japan bilateral agreements govern logistic support and base
privileges of contractor employees.
(2) For work performed in Korea, U.S.-Korea bilateral agreements govern the status of
contractors and employees, criminal jurisdiction, and taxation. United States Forces, Korea, and
component policy, as well as U.S.-Korea bilateral agreements, govern logistic support and base
privileges of contractor employees; and
(3) For all other locations contact HQDA (DAMO-ODL)/OBCSOP; telephone, DSN 225-8491 or
commercial (703) 695-8491.
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| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
(End of Clause)
I-145 252.247-7024 NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA MAR/2000
(a) The Contractor has indicated by the response to the solicitation provision, Representation
of Extent of Transportation by Sea, that it did not anticipate transporting by sea any supplies.
If, however, after the award of this contract, the Contractor learns that supplies, as defined in
the Transportation of Supplies by Sea clause of this contract, will be transported by sea, the
Contractor—
(1) Shall notify the Contracting Officer of that fact; and
(2) Hereby agrees to comply with all the terms and conditions of the Transportation of
Supplies by Sea clause of this contract.
(b) The Contractor shall include this clause, including this paragraph (b), revised as
necessary to reflect the relationship of the contracting parties -
(1) In all subcontracts under this contract, if this contract is a construction contract; or
(2) If this contract is not a construction contract, in all subcontracts under this contract
that are for -
(i) Noncommercial items; or
(ii) Commercial items that—
(A) The Contractor is reselling or distributing to the Government without adding value
(generally, the Contractor does not add value to items that it subcontracts for f.o.b. destination
shipment);
(B) Are shipped in direct support of U.S. military contingency operations, exercises or forces
deployed in humanitarian or peacekeeping operations; or
(C) Are commissary or exchange cargoes transported outside of the Defense Transportation
System in accordance with 10 U.S.C. 2643.
(End of clause)
| CONTINUATION SHEET | Reference No. of Document Being Continued | Page 1 of 100 | ||||
| PIIN/SIIN W58RGZ-05-C-0338 | MOD/AMD | REPRINT | ||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
SECTION S LIST OF ATTACHMENTS
| List of | ||||||||||
| Addenda | Title | Date | Number of Pages | Transmitted By | ||||||
Exhibit A
|
CONTRACT DATA REQUIREMENTS (DD FORM 1423A)FOR SCD, LRIP AND FRP |
31 | ELECTRONIC IMAGE | |||||||
Attachment 001
|
SUAV SYSTEMS CAPABILITY DEMONSTRATION (SCD) SOW | 22-FEB-2005 | 5 | ELECTRONIC IMAGE | ||||||
Attachment 002
|
SCD DETAILED TEST PLAN REV 05 | 08-MAY-2005 | ELECTRONIC IMAGE | |||||||
Attachment 003
|
CORE MATRIX | 08-AUG-2005 | ELECTRONIC IMAGE | |||||||
Attachment 004
|
SYSTEM ENGINEERING MANAGEMENT PLAN (SEMP) | 01-JAN-2005 | 035 | ELECTRONIC IMAGE | ||||||
Attachment 005
|
ABBREVIATIONS AND ACRONYMS | 08-AUG-2005 | 2 | ELECTRONIC IMAGE | ||||||
Attachment 006
|
SUAV CONTRACT WORK BREAKDOWN STRUCTURE (WBS) | ELECTRONIC IMAGE | ||||||||
Attachment 007
|
MIL-STD-810F | 01-JAN-2000 | 539 | ELECTRONIC IMAGE | ||||||
Attachment 008
|
SECTION F SHIPPING SCHEDULE | 08-AUG-2005 | 1 | ELECTRONIC IMAGE | ||||||
Attachment 009
|
RESERVED | ELECTRONIC IMAGE | ||||||||
Attachment 010
|
DOCUMENT SUMMARY LIST (REV 2) | 14-JUL-2005 | 003 | ELECTRONIC IMAGE | ||||||
Attachment 011
|
RESERVED | |||||||||
Attachment 012
|
LRIP / FRP STATEMENT OF WORK (REV 03) | 14-JUL-2005 | 13 | ELECTRONIC IMAGE | ||||||
Attachment 013
|
PERFORMANCE SPECIFICATION | 02-MAY-2005 | 25 | ELECTRONIC IMAGE | ||||||
Attachment 014
|
AEROVIROMMENT SCD TEST PLAN | ELECTRONIC IMAGE | ||||||||
Attachment 015
|
DEPARTMENT OF DEFENSE CONTRACT SECURITY | 15-MAR-2006 | 067 | ELECTRONIC IMAGE | ||||||
| CLASSIFICATION SPECIFICATION (DD FORM 254) REV 001 |
||||||||||
The following sections of the solicitation will not be distributed with the contract; however, they
are incorporated in and form a part of the resultant contract as though furnished in full text
therewith:
SECTION TITLE
K Representations, Certifications and Other Statements of Offeror.
L Instructions And Conditions, and Notices to Offerors.
| PADDS ERRATA SHEET | PAGE 1 |
PHN/SIIN
|
W58RGZ-05-C-0338 | MOD/AMD |
SECTION D — PACKAGING AND MARKING
ADDED
|
DS7015 | 52.208-4700 | 01-JUL-2001 | REPLACEMENT PRESERVATIVE FOR PENTACHLOROPHENOL (USAAMCOM) |
SECTION E — INSPECTION AND ACCEPTANCE
ADDED
|
EF0009 | 52.246-2 | 01-AUG-1996 | INSPECTION OF SUPPLIES—FIXED-PRICE | ||||
ADDED
|
EF0017 | 52.246-3 | 01-MAY-2001 | INSPECTION OF SUPPLIES—COST-REIMBURSEMENT | ||||
ADDED
|
EF0027 | 52.246-5 | 01-APR-1984 | INSPECTION OF SERVICES—COST-REIMBURSEMENT | ||||
ADDED
|
EF0044 | 52.246-8 | 01-MAY-2001 | INSPECTION OF RESEARCH AND DEVELOPMENT—COST-REIMBURSEMENT | ||||
ADDED
|
EF0080 | 52.246-16 | 01-APR-1984 | RESPONSIBILITY FOR SUPPLIES | ||||
ADDED
|
EA0020 | 252.246-7000 | 01-MAR-2003 | MATERIAL INSPECTION AND RECEIVING REPORT |
SECTION F — DELIVERIES OR PERFORMANCE
ADDED
|
FF0010 | 52.211-17 | 01-SEP-1989 | DELIVERY OF EXCESS QUANTITIES | ||||
ADDED
|
FF0016 | 32.242-15 | 01-APR-1984 | STOP-WORK ORDER (AUG 1989)—ALTERNATE I | ||||
ADDED
|
FF0015 | 52.242-15 | 01-AUG-1989 | STOP-WORK ORDER | ||||
ADDED
|
FF0025 | 52.242-17 | 01-APR—1984 | GOVERNMENT DELAY OF WORK | ||||
ADDED
|
FF0034 | 52.247-29 | 01-FEB-2006 | F.O.B. ORIGIN | ||||
ADDED
|
FF0159 | 52.247-61 | 01-APR-1984 | F.O.B. ORIGIN—MINIMUM SIZE OF SHIPMENTS | ||||
ADDED
|
FF0168 | 52.247-65 | 01-JAN-1991 | F.O.B. ORIGIN, PREPAID FREIGHT—SMALL PACKAGE SHIPMENTS |
SECTION H — SPECIAL CONTRACT REQUIREMENTS
ADDED
|
HS7070 | 52.243-4000 | 01-JUN-2005 | ENG CHG PROPOSAL, VALUE ENG CHG PROPOSAL, REQUEST FOR DEVIATION, REQUEST FOR WAIVER, ENG RELEASE RECORDS, NOTICE OF REVISION, & SPECIFICATION CHG NOTICE PREPARATION AND SUBMISSION INSTRUCTIONS |
SECTION I — CONTRACT CLAUSES
ADDED
|
IF0451 | *** THIS REFERENCE IS NO LONGER VALID *** | ||||||
ADDED
|
IF0010 | 52.202-1 | 01-JUL-2004 | DEFINITIONS | ||||
ADDED
|
IF0021 | 52.203- 3 | 01-APR-1984 | GRATUITIES | ||||
ADDED
|
IF0026 | 52.203-5 | 01-APR-1984 | COVENANT AGAINST CONTINGENT FEES | ||||
ADDED
|
IF0028 | 52.203-6 | 01-JUL-1995 | RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT | ||||
ADDED
|
IF0029 | 52.203-7 | 01-JUL-1995 | ANTI-KICKBACK PROCEDURES | ||||
ADDED
|
IF0975 | 52.203-8 | 01-JAN-1997 | CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY | ||||
ADDED
|
IF0980 | 52.203-10 | 01-JAN-1997 | PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY | ||||
ADDED
|
IF0030 | 52.203-12 | 01 SEP 2005 | LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS |
Exhibit 10.18
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
| AWARD/CONTRACT |
1. | THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) | RATING | PAGE OF | PAGES | |||||||||||||
| 1 | 150 | |||||||||||||||||
| 2. | CONTRACT (Proc. Inst. Ident.) NO. | 3. | EFFECTIVE DATE | 4. | REQUISITION/PURCHASE REQUEST/PROJECT NO. | |||||||||||||
| W911QY-04-D-0034 | 21 Sep 2004 | W91A2K-4078-1007 |
||||||||||||||||
| 5. | ISSUED BY | W911QY | 6. | ADMINISTERED BY (If Other Than Item 5) | CODE | W911QY | ||||||||||||
| NATICK CONTRACTING DIVISION | TAMMY TAYLOR | |||||||||||||||||
| ATTN: | TEL: (508) 233-4123 | |||||||||||||||||
| BUILDING 1, KANSAS STREET | TAMMY.TAYLOR@NATICK.ARMY.MIL | |||||||||||||||||
| NATICK, MA 01780-5011 | FAX: (508) 233-6288 | |||||||||||||||||
| NATICK, MA 01780-5011 | ||||||||||||||||||
| 7. | NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code) | 8. | DELIVERY | |||||||||||||||
| ABROVIRONMENT, INC. | o FOB ORIGIN x OTHER (See Below) | |||||||||||||||||
| JERRY L. CLEVELAND | 9. | DISCOUNT FOR PROMPT PAYMENT | ||||||||||||||||
| 623 MYRTLE AVENUE | 00 Days • 0000%: Net Days | |||||||||||||||||
| MONROVIA CA 81016 | ||||||||||||||||||
| 10. | SUBMIT INVOICES | ITEM | ||||||||||||||||
| (4 copies
unless otherwise specified) TO THE ADDRESS SHOWN IN: |
Block 6 | |||||||||||||||||
CODE
|
80107 | FACILITY CODE | ||||||||||||||||
11.
|
SHIP TO/MARK FOR | CODE | 12. | PAYMENT WILL BE MADE BY | CODE | HQ0303 | ||||||||||
| ADDRESSEE | DPAS, | |||||||||||||||
| AS STATED IN EACH DELIVERY ORDER | DPAS, ROCK ISLAND | |||||||||||||||
| Natick, MA 01760-5011 | BLDG. 88 ATTN: DPAS-RI-FPV | |||||||||||||||
| ROCK ISLAND IL 61288-8401 | ||||||||||||||||
| 13. | AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: | 14. | ACCOUNTING AND APPROPRIATION DATA | |||||||||||||
| o 10 U.S.C. 2304(c) ( ) | o 41 U.S.C. 253(c) ( ) | |||||||||||||||
15A. ITEM NO.
|
15B. SUPPLIES/SERVICES | 15C. QUANTITY | 15D. UNIT | 15E. UNIT PRICE | 15F. AMOUNT | |||||
| SEE SCHEDULE | ||||||||||
| 15G. TOTAL AMOUNT OF CONTRACT | $[***] | |||||||||
| 16. TABLE OF CONTENTS |
||||||||||
X
|
(sec) | DESCRIPTION | PAGE(S) | (X) | SEC | DESCRIPTION | PAGE(S) | ||||||||||||||||||
| PART I — THE SCHEDULE |
PART II — CONTRACT CLAUSES | ||||||||||||||||||||||||
X
|
A | SOLICITATION/CONTRACT FORM | 1 | X | I | CONTRACT CLAUSES | 136-149 | ||||||||||||||||||
| X | B | SUPPLIES OR SERVICES AND PRICES/COSTS | 2-124 | PART III — LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS. | |||||||||||||||||||||
| X | C | DESCRIPTION/SPECS./WORK STATEMENT | 125 | X | J | LIST OF ATTACHMENTS | 150 | ||||||||||||||||||
| X | D | PACKAGING AND MARKING | 126 | PART IV — REPRESENTATIONS AND INSTRUCTIONS | |||||||||||||||||||||
X
|
E | INSPECTION AND ACCEPTANCE | 127-131 | ||||||||||||||||||||||
X
|
F | DELIVERIES OR PERFORMANCE | 132 | K | REPRESENTATIONS, CERTIFICATIONS AND | ||||||||||||||||||||
| OTHER STATEMENTS OF OFFERORS | |||||||||||||||||||||||||
X
|
G | CONTRACT ADMINISTRATION DATA | 133-134 | L | INSTRS., CONDS., AND NOTICES TO OFFERORS | ||||||||||||||||||||
X
|
H | SPECIAL CONTRACT REQUIREMENTS | 135 | M | EVALUATION FACTORS FOR AWARD | ||||||||||||||||||||
| CONTRACTING OFFICER
WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE |
|||||||||||||||||||||||||
17. o CONTRACTOR’S NEGOTIATED AGREEMENT
(Contractor is required to sign this document and
return ___ copies to issuing office.)
Contractor agrees to furnish and deliver all
items or perform all the services set forth or
otherwise identified above and on any
continuation sheets for the consideration stated
herein. The rights and obligations of the parties
to this contract shall be subject to and governed
by the following documents: (a) this
award/contract, (b) the solicitation, if any, and
(c) such provisions, representations,
certifications, and specifications, as are
attached or incorporated by reference herein.
(Attachments are listed herein.)
|
18.
o AWARD (Contractor is not required to sign this
document.) Your offer on Solicitation Number
, including the additions or changes
made by you which additions or changes are set forth in full
above, is hereby accepted as to the items listed above and on
any condition sheets. This award consummates the contract
which consists of the following documents: (a) the
Government’s solicitation and your offer, and (b) this
award/contract. No further contractual document is necessary. |
|||
| 19A. |
NAME AND TITLE OF SIGNER (type or print)
|
20A. |
NAME
AND TITLE OF CONTRACTING OFFICER |
|
TIMOTHY E. CONVER
|
THOMAS J. BOUCHARD / Contracting Officer |
|||
President and CEO
|
tel
508-233-4026
email: |
|||
19B.
|
NAME OF CONTRACTOR | 19C. DATE SIGNED | 20B. | UNITED STATES OF AMERICA | 20C. DATE SIGNED | |||||
BY
|
/s/ TIMOTHY E. CONVER | Sept. 21, 2004 | BY | /s/ THOMAS J. BOUCHARD | Sept. 21, 2004 | |||||
| (Signature of person authorized to sign) | (Signature of Contracting Officer) | |||||||||
| MSN 7540-US-152-8069 | STANDARD FORM 26 (REV. ) | |||
| Prescribed by GSA | ||||
| PREVIOUS EDITION UNUSABLE | FAR (48 CFR) 53.214(a) |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Section B – Supplies or Services and Prices
IDC CONSTRAINTS
B.1 CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE
The minimum quantity and contract value for all orders issued against this contract shall not be
less than the minimum quantity and contract value stated in the following table. The maximum
quantity and contract value for all orders issued against this contract shall not exceed the
maximum quantity and contract value stated in the following table.
| MINIMUM | MINIMUM | MAXIMUM | MAXIMUM | |||
| QUANTITY | AMOUNT | QUANTITY | AMOUNT | |||
| $2,500,000.00 | $[***] |
B.2 CONTRACT LINE ITEM NUMBERS (CLINS)
BASE ORDERING PERIOD — 21 SEP 04 — 20 SEP 05
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 0001 | Dollars, U.S. | $ | 1.00 | |||||||||||||||
| Raven SUAV System shall be composed of the following components: quantity of three (3) aircrafts with P(y)-Code and airframe cases, quantity of nine (9) rechargeable batteries, and quantity of one (1) each of the following: EO camera payload nose, forward and side look, IR camera payload nose, forward-look, IR camera payload nose, side-look, ground control unit, remote video terminal, battery charger, set of shipping cases, GPS loading adapter cable, technical/operator’s manual, flight log, spare parts package (reference SUBCLIN 000242 for specifics), consumable spare parts package (reference SUBCLIN 000243 for specifics), and field maintenance kit (reference SUBCLIN 000227 for specifics). | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to seventeen (17) is $[***] | ||||||||||||||||||
| Qty of eighteen (18) to thirty-four (34) is $[***] | ||||||||||||||||||
| Qty of thirty-five (35) to eighty-four (84) is $[***] | ||||||||||||||||||
| Qty of eighty-five (85) to one-hundred-sixty-seven (167) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 0002 | Dollars, U.S. | $ | 1.00 | |||||||||||||||
| SUAV System Components | ||||||||||||||||||
| As specified on individual delivery orders per chosen SUBCLINS set forth below. | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||||||||
| FOB: | Destination | |||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000201 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Airframe, P-Code | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000202 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Center Wing Assembly | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000203 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Left Wing Assembly | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000204 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Right Wing Assembly | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000205 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Stabilator Assembly | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000206 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Tailboom Assembly | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000207 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Color Nose Assembly | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000208 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Thermal Nose Forward | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000209 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Thermal Nose Side | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000210 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Avionics P-Code | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (32) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000211 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Stab Clip Screws | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000212 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Stab Horn, Tailboom | ||||||||||||||||||
| Price of $[***] - - each Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000213 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Label, Pylon Top | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000214 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Pivot Pin. Stab | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-41078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000215 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Servo Cover, Tailboom | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000216 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Pitot Tubes | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000217 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Airframe Case, Fuselage | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 12 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000218 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Airframe Case, Wings | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000219 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Screw, Nylon Snap | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 13 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000220 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Propeller | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000221 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Motor with Controller | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 14 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000222 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Hub Spinner | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000223 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Nut, Spinner | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 15 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000224 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Spinner | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000225 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Fuselage Shell | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 16 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000226 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| P-Code GPS Engine | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000227 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Field Maintenance Kit shall include the following: qty of [***] wing snap screws, [***] propeller, [***] pitot tube, [***] stabilator clips, [***] Phillips head screw driver, [***] scissors, [***] utility knife, [***] camera lens brush, [***] 12x11” glass cloth, [***] 4.5x5.5” P80 sand paper, [***] small roll of tape, [***] 2-part epoxy package, [***] mixing sticks, and [***] flat plastic washer, #10 | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
W911QY-04-D-0034
Page 17 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000228 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Rechargeable Battery | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000229 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Battery Charger | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 18 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000230 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Pelican Shipping Case | ||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000231 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| GPS Backup Battery | ||||||||||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 19 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000232 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Ground Control Unit | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000233 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| GCU Uplink Antenna | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 20 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000234 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| GCU Downlink Antenna | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000235 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| GCU Controller Assembly | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 21 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000236 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Umbilical Cable Assembly | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qtr of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000237 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| GCU Antenna Mast | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 22 of 150
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000238 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| GCU Viewing Hood | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000239 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Remote Video Terminal | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000240 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| RVT Downlink Antenna | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000241 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| RVT Viewing Hood | ||||||||||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000242 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Spare Parts Package to include quantity of two (2) of the following: center wing. left wing, right wing, tailboom, stabilator, motor with controller, and color nose |
||||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 000243 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Consumable Spares Package to include the following: qty of [***] stab clips with screws, qty of [***] snap screws/wing mt., qty of [***] propellers, qty of [***] servo covers, qty of [***] pitot tube, qty of [***] prop cone & nuts, qty of [***] motor hubs, qty of [***] stab horns, qty of [***] stab push rods, qty of [***] rudder rods, qty of [***] pivot pins, stab, qty of [***] payload spacers, qty of [***] pylon labels Price of $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 0003 | Dollars, U.S. | $ | 1.00 | |||||||||||||||
| Maintenance Support for systems damaged beyond the field repair level shall be provided on a time and material basis in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. Labor hour rates shall be in accordance with Exhibit A Extended Rates for this CLIN and rates are firm over this CLIN’s period of performance. Contractor shall bill for materials at cost, which may include any material handling costs in accordance with FAR Subpart 16.601, but shall he void of any profit, for parts of SUAV systems repaired during maintenance performed against this contract. Materials that shall be covered extend to any parts replaced during the maintenance provided by the contractor against any contract maintenance CLINS and shall cover all parts for SUAV systems determined by the contractor to be “repairable” with the exception of the complete ground control unit, the complete remote video terminal, and/or the complete air vehicle. |
||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| CEILING PRICE | $ | [***] | ||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| See Exhibit A | ||||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 0004 | UNDEFINED | UNDEFINED | UNDEFINED | |||||||||||||||
| Training Support in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. |
||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 0004AA | Dollars, U.S. | $ | 1.00 | |||||||||||||||
| Operation Classroom Training | ||||||||||||||||||
| Fixed price for each session purchased — [***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 0004AB | Dollars, U.S. | $ | 1.00 | |||||||||||||||
| Field Training | ||||||||||||||||||
| Fixed price for each session purchased — $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 1001 | Dollars, U.S. | $ | 1.00 | |||||||||||||||
| OPTION | Raven SUAV System shall be composed of the following components: quantity of three (3) aircrafts with P(y)-Code and airframe cases, quantity of nine (9) rechargeable batteries, and quantity of one (1) each of the following: EO camera payload nose, forward and side look, IR camera payload nose, forward-look, IR camera payload nose, side-look, ground control unit, remote video terminal, battery charger, set of shipping cases, GPS loading adapter cable, technical/operator’s manual, flight log, spare parts package (reference SUBCLIN 100242 for specifics), consumable spare parts package (reference SUBCLIN 100243 for specifics), and field maintenance kit (reference SUBCLIN 100227 for specifics). |
|||||||||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||||||||
| Qty of six (6) to seventeen (17) is $[***] | ||||||||||||||||||
| Qty of eighteen (18) to thirty-four (34) is $[***] | ||||||||||||||||||
| Qty of thirty-five (35) to eighty-four (84) is $[***] | ||||||||||||||||||
| Qty of eighty-five (85) to one-hundred-sixty-seven (167) is $[***] | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination |
|||||||||||||||||
| MAX | ||||||||||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | MAX AMOUNT | |||||||||||||
| 1002 | Dollars, U.S. | $ | 1.00 | |||||||||||||||
| OPTION | SUAV System Components | |||||||||||||||||
| As specified on individual delivery orders per chosen SUBCLINS set forth below. | ||||||||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||||||||
Funded Amount |
$ | 0.00 | ||||||||||||||||
| FOB: | Destination | |||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100201 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Airframe, P-Code | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100202 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Center Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100203 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Left Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100204 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Right Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100205 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stabilator Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100206 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Tailboom Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100207 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Color Nose Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100208 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Thermal Nose Forward | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100209 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Thermal Nose Side | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100210 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Avionics, P-Code | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100211 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stab Clip & Screws | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100212 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stab Horn, Tailboom | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100213 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Label, Pylon Top | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100214 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Pivot Pin, Stab | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100215 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Servo Cover, Tailboom | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100216 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Pivot Tubes | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100217 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Airframe Case Fuselage | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100218 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Airframe Case, Wings | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100219 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Screw, Nylon Snap | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100220 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Propeller | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 38 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100221 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Motor with Controller | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100222 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Hub, Spinner | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 39 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100223 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Nut, Spinner | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100224 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Spinner | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 40 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100225 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Fuselage Shell | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100226 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | P-Code GPS Engine | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 41 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100227 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Field Maintenance Kit shall include the following: qty of [***] wing snap screws, [***] propeller, [***] pitot tube, [***] stabilator clips, [***] Phillips head screw driver, [***] scissors, [***] utility knife, [***] camera lens brush, [***] 12x11” glass cloth, [***] 4.5x5.5” P80 sand paper, [***] small roll of duct tape, [***] 2-part epoxy package, [***] mixing sticks, and [***] flat plastic washer, #10 |
|||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100228 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Rechargeable Battery | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 42 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100229 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Battery Charger | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100230 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Pelican Shipping Case | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 43 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100231 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GPS Backup Battery | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100232 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Ground Control Unit | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 44 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100233 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Uplink Antenna | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100234 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Downlink Antenna | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 45 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100235 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Controller Assembly | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of Four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100236 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Umbilical Cable Assembly | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 46 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100239 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Remote Video Terminal | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100240 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | RVT Downlink Antenna | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100241 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | RVT Viewing Hood | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100242 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Spare Parts Package to include quantity of two (2) of the following: center wing, left wing, right wing, tailboom, stabilator, motor with controller, and color nose |
|||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
100243 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Consumable Spares Package to include the following: qty of [***] stab clips with screws, qty of [***] snap screws/wing mt., qty of [***] propellers, qty of [***] servo covers, qty of [***] pitot tube, qty of [***] prop cone & nuts, qty of [***] motor hubs, qty of [***] stab horns, qty of [***] stab push rods, qty of [***] rudder rods, qty of [***] pivot pins, stab, qty of [***] payload spacers, qty of [***] pylon labels | |||||||||||
| Price of $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
1003 |
Dollars, U.S. | $ 1.00 | ||||||||||
| OPTION | Maintenance Support for systems damaged beyond the field repair level shall be provided on a time and material basis in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. Labor hour rates shall be in accordance with Exhibit A Extended Rates for this CLIN and rates are firm over this CLIN’s period of performance. Contractor shall bill for materials at cost, which may include any material handling costs in accordance with FAR Subpart 16.601, but shall be void of any profit, for parts of SUAV systems repaired during maintenance performed against this contract. Materials that shall be covered extend to any parts replaced during the maintenance provided by the contractor against any contract maintenance CLINS and shall cover all parts for SUAV systems determined by the contractor to be “repairable” with the exception of the complete ground control unit, the complete remote video terminal, and/or the complete air vehicle. |
|||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
1004 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Training Support in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. |
|||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| UNDEFINED | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
1004AA |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Operation Classroom Training | |||||||||||
| Fixed price for each session purchased — $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
1004AB |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Field Training | |||||||||||
| Fixed price for each session purchased — $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
2001 |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Raven SUAV System shall be composed of the following components: quantity of three (3) aircrafts with P(y)- Code and airframe cases, quantity of nine (9) rechargeable batteries, and quantity of one (1) each of the following: EO camera payload nose, forward and side look, IR camera payload nose, forward-look, IR camera payload nose, side-look, ground control unit, remote video terminal, battery charger, set of shipping cases, GPS loading adapter cable, technical/operator’s manual, flight log, spare parts package (reference SUBCLIN 200242 for specifics), consumable spare parts package (reference SUBCLIN 200243 for specifics), and field maintenance kit (reference SUBCLIN 200227 for specifics). |
|||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to seventeen (17) is $[***] | ||||||||||||
| Qty of eighteen (18) to thirty-four (34) is $[***] | ||||||||||||
| Qty of thirty-five (35) to eighty-four (84) is $[***] | ||||||||||||
| Qty of eighty-five (85) to one-hundred-sixty-seven (167) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 51 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
2002 |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | SUAV System Components As specified on individual delivery orders per chosen SUBCLINS set forth below. |
|||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200201 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Airframe, P-Code | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200202 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Center Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200203 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Left Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200204 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Right Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200205 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stabilator Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200206 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Tailboom Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200207 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Color Nose Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200208 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Thermal Nose Forward | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200209 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Thermal Nose Side | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200210 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Avionics, P-Code | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200211 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stab Clip & Screws Price of $[***] — Minimum Qty requirement of [***] |
|||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200212 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stab Horn, Tailboom Price of $[***] each — Minimum Qty requirement of [***] |
|||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
200213 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Label, Pylon Top Price of $[***] each — Minimum Qty requirement of [***] |
|||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200214 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
OPTION |
Pivot Pin, Stab | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200215 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Servo Cover, Tailboom | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200216 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
OPTION |
Pitot Tubes | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200217 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Airframe Case, Fuselage | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200218 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Airframe Case, Wings | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200219 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Screw, Nylon Snap | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200220 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Propeller | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200221 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Motor with Controller | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200222 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Hub Spinner | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200223 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Nut, Spinner | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200224 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Spinner | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200225 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Fuselage Shell | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200226 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | P-Code GPS Engine | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200227 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Field Maintenance Kit shall include the following: qty of [***] wing snap screws, [***] propeller, [***] pitot tube, [***] stabilator clips, [***] Phillips head screw driver, [***] scissors, [***] utility knife, [***] camera lens brush, [***] 12x11” glass cloth, [***] 4.5x5.5” P80 sand paper, [***] small roll of duct tape, [***] 2- part epoxy package [***] mixing sticks, and [***] flat plastic washer, #10 |
|||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200228 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Rechargeable Battery | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200229 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Battery Charger | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200230 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Pelican Shipping Case | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200231 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GPS Backup Battery | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200232 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Ground Control Unit | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200233 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GCU Uplink Antenna | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200234 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GCU Downlink Antenna | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51)to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200235 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GCU Controller Assembly | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200236 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Umbilical Cable Assembly | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200237 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
OPTION |
GCU Antenna Mast | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200238 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GCU Viewing Hood | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200239 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Remote Video Terminal | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200240 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | RVT Downlink Antenna | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200241 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | RVT Viewing Hood | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51)10 one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200242 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Spare Parts Package to include quantity of two (2) of the following: center wing, left wing, right wing, tailboom, stabilator, motor with controller, and color nose |
|||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
200243 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Consumable Spares Package to include the following: qty of [***]) stab clips with screws, qty of [***] snap screws/wing mt., qty of [***] propellers, qty of [***] servo covers, qty of [***] pitot tube, qty of [***] prop cone & nuts, qty of [***] motor hubs, qty of [***] stab horns, qty of [***] stab push rods, qty of [***] rudder rods, qty of [***] pivot pins, stab, qty of [***] payload spacers, qty of [***] pylon labels |
|||||||||
| Price of $[***] each — [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | ||||||||||
| ITEM NO | SUPPLIES/SERVICES | MAX QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
2003 |
Dollar, U.S. | $1.00 | ||||||||
| OPTION | Maintenance Support for systems damaged beyond the field repair level shall be provided on a time and material basis in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. Labor hour rates shall be in accordance with Exhibit A Extended Rates for this CLIN and rates are firm over this CLIN’s period of performance. Contractor shall bill for materials at cost, which may include any material handling costs in accordance with FAR Subpart 16.601, but shall be void of any profit, for parts of SUAV systems repaired during maintenance performed against this contract. Materials that shall be covered extend to any parts replaced during the maintenance provided by the contractor against any contract maintenance CLINS and shall cover all parts for SUAV systems determined by the contractor to be “repairable” with the exception of the complete around control unit, the complete remote video terminal, and/or the complete air vehicle. |
|||||||||
| PURCHASE REQUEST NUMBER:: W91A2K-4078-1007 | ||||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
2004 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Training Support in accordance with the statement of work entitled “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. |
|||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
2004AA |
Dollar, U.S. | $1.00 | ||||||||
| OPTION | Operation Classroom Training | |||||||||
| Fixed price for each session purchased — $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
2004AB |
Dollar, U.S. | $1.00 | ||||||||
| OPTION | Field Training | |||||||||
| Fixed price for each session purchased — $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
3001 |
Dollar, U.S. | $1.00 | ||||||||
| OPTION | Raven SUAV System shall be composed of the following components: quantity of three (3) aircrafts with P(y)-Code and airframe cases, quantity of nine (9) rechargeable batteries, and quantity of one (1) each of the following: EO camera payload nose, forward and side look, IR camera payload nose, forward-look, IR camera payload nose, side-look, ground control unit, remote video terminal, battery charger, set of shipping cases, GPS loading adapter cable, technical/operator’s manual, flight log, spare parts package (reference SUBCLIN 300242 for specifics), consumable spare parts package (reference SUBCLIN 300243 for specifics), and field maintenance kit (reference SUBCLIN 300227 for specifics). | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to seventeen (17) is $[***] | ||||||||||
| Qty of eighteen (18) to thirty-four (34) is $[***] | ||||||||||
| Qty of thirty-five (35) to eighty-four (84) is $[***] | ||||||||||
| Qty of eighty-five (85) to one-hundred-sixty-seven (167) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
3002 |
Dollar, U.S. | $1.00 | ||||||||
| OPTION | SUAV System Components As specified on individual delivery orders per chosen SUBCLINS set forth below. |
|||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300201 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Airframe, P-Code | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300202 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Center Wing Assembly | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300203 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Left Wing Assembly | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300204 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Right Wing Assembly | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300205 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Stabilator Assembly | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300206 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Tailboom Assembly | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300207 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Color Nose .Assembly | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | MAX QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300208 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Thermal Nose Forward | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300209 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Thermal Nose Side | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300210 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Avionics, P-Code | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to Fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300211 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Stab Clip & Screws | |||||||||
| Price of $[***] each – Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | MAX QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300212 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Stab Horn, Tailboom | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300213 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Label, Pylon Top | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300214 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Pivot Pin, Stab | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300215 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Servo Cover Tailboom | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300216 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Pilot Tubes | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300217 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Airframe Case, Fuselage | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300218 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Airframe Case, Wings | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300219 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Screw, Nylon Snap | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300220 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Propeller | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300221 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Motor with Controller | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300222 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Hub, Spinner | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300223 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Nut, Spinner | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300224 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Spinner | |||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 88 of 150
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300225 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Fuselage Shell | |||||||||
| Qty one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of Fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300226 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | P-Code GPS Engine | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300227 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Field Maintenance Kit shall include the following: qty of [***] wing snap screws, [***] propeller, [***] pilot tube, [***] stabilator clips, [***] Phillips head screw driver, [***] scissors, [***] utility knife, [***] camera lens brush, [***] 12x11” glass cloth, [***]) 4.5x5.5” P80 sand paper, [***] small roll of duct tape, [***] 2-part epoxy package, [***] mixing sticks. and [***] flat plastic washer, #10 |
|||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300228 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Rechargeable Battery | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 90 of 150
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300229 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Battery Charger | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300230 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Pelican Shipping, Case | |||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300231 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GPS Backup Battery | |||||||||
| Price of $[***] each — Minimum Qty. requirement of [***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300232 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Ground Control Unit | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300233 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GCU Uplink Antenna | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300234 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GCU Downlink Antenna | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300235 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | GCU Controller Assembly | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| MAX | MAX | |||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||
300236 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||
| OPTION | Umbilical Cable Assembly | |||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4075-1007 | ||||||||||
| MAX NET AMT | UNDEFINED | |||||||||
| Funded Amount | $0.00 | |||||||||
FOB: |
Destination | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 94 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
300237 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Antenna Mast | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
300238 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Viewing Hood | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 95 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
300239 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Remote Video Terminal | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
300240 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | RVT Downlink Antenna | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4)10 ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 96 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
300241 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | RVT Viewing Hood | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
300242 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Spare Parts Package to include quantity of two (2) of the following: center wing, left wing, right wing, tailboom, stabilator, motor with controller, and color nose | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4075-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 97 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
300243 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Consumable Spares Package to include the following: qty of [***] stab clips with screws, qty of [***] snap screws/wing mt., qty of [***] propellors, qty of [***] servo covers, qty of [***] pitot tube, qty of [***] prop cone & nuts, qty of [***] motor hubs, qty of [***] stab horns, qty of [***] stab push rods, qty of [***] rudder rods, qty of [***] pivot pins, stab, qty of [***] payload spacers, qty of [***] pylon labels | |||||||||||
| Price of $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
3003 |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Maintenance Support for systems damaged beyond the field repair level shall be provided on a time and material basis in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. Labor hour rates shall be in accordance with Exhibit A Extended Rates for this CLIN and rates are firm over this CLIN’s period of performance. Contractor shall bill for materials at cost, which may include any material handling costs in accordance with FAR Subpart 16.601, but shall be void of any profit, for parts of SUAV systems repaired during maintenance performed against this contract. Materials that shall be covered extend to any parts replaced during the maintenance provided by the contractor against any contract maintenance CLINS and shall cover all parts for SUAV systems determined by the contractor to be “repairable” with the exception of the complete ground control unit, the complete remote video terminal, and/or the complete air vehicle. | |||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
3004 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Training Support in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. | |||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
3004AA |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Operation Classroom Training | |||||||||||
| Fixed price for each session purchased — $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4075-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 99 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
3004AB |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Field Training | |||||||||||
| Fixed price for each session purchased — $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
4001 |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Raven SUAV System shall be composed of the following components: quantity of three (3) aircrafts with P(y)-Code and airframe cases, quantity of nine (9) rechargeable batteries, and quantity of one (1) each of the following: EO camera payload nose, forward and side look, IR camera payload nose, forward-look, IR camera payload nose, side-look, ground control unit, remote video terminal, battery charger, set of shipping cases, GPS loading adapter cable, technical/operator’s manual, flight log, spare parts package (reference SUBCLIN 400242 for specifics), consumable spare parts package (reference SUBCLIN 400243 for specifics), and field maintenance kit (reference SUBCLIN 400227 for specifics). | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to seventeen (17) is $[***] | ||||||||||||
| Qty of eighteen (18) to thirty-four (34) is $[***] | ||||||||||||
| Qty of thirty-five (35) to eighty-four (84) is $[***] | ||||||||||||
| Qty of eighty-five (85) to one-hundred-sixty-seven (167) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 100 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
4002 |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | SUAV System Components As specified on individual delivery orders per chosen SUBCLINS set forth below. | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400201 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Airframe, P-Code | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 101 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400202 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Center Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400203 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Left Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 102 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400204 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Right Wing Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400205 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stabilator Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 103 of 150
Page 103 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400206 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Tailboom Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400207 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Color Nose Assembly | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 104 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400208 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Thermal Nose Forward | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400209 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Thermal Nose Side | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 105 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400210 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Avionics, P-Code | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400211 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stab Clip & Screws | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 106 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400212 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Stab Horn, Tailboom | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400213 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Label, Pylon Top | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 107 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400214 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Pivot Pin, Stab | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400215 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Servo Cover, Tailboom | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 108 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400216 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Pitot Tubes | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400217 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Airframe Case, Fuselage | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 109 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400218 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Airframe Case, Wings | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400219 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Screw, Nylon Snap | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
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Page 110 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400220 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Propeller | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400221 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Motor with Controller | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 111 of 150
Page 111 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400222 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Hub, Spinner | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400223 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Nut, Spinner | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 112 of 150
Page 112 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400224 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Spinner | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400225 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Fuselage Shell | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 113 of 150
Page 113 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400226 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | P-Code GPS Engine | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400227 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Field Maintenance Kit shall include the following: qty of [***] wing snap screws, [***] propeller, [***] pitot tube, [***] stabilator clips, [***]Phillips head screw driver, [***] scissors, [***] utility knife, [***] camera lens brush, [***] 12x11” glass cloth, [***] 4.5x5.5” P80 sand paper, [***] small roll of duct tape, [***] 2-part epoxy package, [***] mixing sticks, and [***] flat plastic washer, #10 | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 114 of 150
Page 114 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400228 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Rechargeable Battery | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400229 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Battery Charger | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 115 of 150
Page 115 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400230 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Pelican Shipping Case | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400231 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GPS Backup Battery | |||||||||||
| Price of $[***] each — Minimum Qty requirement of [***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 116 of 150
Page 116 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400232 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Ground Control Unit | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400233 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Uplink Antenna | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) -to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 117 of 150
Page 117 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400234 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Downlink Antenna | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400235 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Controller Assembly | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 118 of 150
Page 118 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400236 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Umbilical Cable Assembly | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400237 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | GCU Antenna Mast | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 119 of 150
Page 119 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400238 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | CCU Viewing Hood | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400239 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Remote Video Terminal | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 120 of 150
Page 120 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400240 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | RVT Downlink Antenna | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400241 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | RVT Viewing Flood | |||||||||||
| Qty of one (1) to three (3) is $[***] | ||||||||||||
| Qty of four (4) to ten (10) is $[***] | ||||||||||||
| Qty of eleven (11) to twenty (20) is $[***] | ||||||||||||
| Qty of twenty-one (21) to fifty (50) is $[***] | ||||||||||||
| Qty of fifty-one (51) to one-hundred (100) is $[***] | ||||||||||||
| Qty of one-hundred-one (101) to two-hundred-fifty (250) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 121 of 150
Page 121 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400242 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Spare Parts Package to include quantity of two (2) of the following: center wing, left wing, right wing, tailboom, stabilator, motor with controller, and color nose | |||||||||||
| Qty of one (1) to five (5) is $[***] | ||||||||||||
| Qty of six (6) to fifteen (15) is $[***] | ||||||||||||
| Qty of sixteen (16) to fifty-one (51) is $[***] | ||||||||||||
| Qty of fifty-two (52) to one-hundred-two (102) is $[***] | ||||||||||||
| Qty of one-hundred-three (103) to two-hundred-fifty-two (252) is $[***] | ||||||||||||
| Qty of two-hundred-fifty-three (253) to five-hundred-one (501) is $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
400243 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Consumable Spares Package to include the following: qty of [***] stab clips with screws, qty of [***] snap screws/wing mt., qty of [***] propellers, qty of [***] servo covers, qty of [***] pitot tube, qty of [***] prop cone & nuts, qty of [***] motor hubs, qty of [***] stab horns, qty of [***] stab push rods, qty of [***] rudder rods, qty of [***] pivot pins, stab, qty of [***] payload spacers, qty of [***] pylon labels | |||||||||||
| Price of $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 122 of 150
Page 122 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
4003 |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Maintenance Support for systems damage beyond the field repair level shall be provided on a time and material basis in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. Labor hour rates shall be in accordance with Exhibit A Extended Rates for this CLIN and rates are firm over this CLIN’s period of performance. Contractor shall bill for materials at cost, which may include any material handling costs in accordance with FAR Subpart 16.601, but shall be void of any profit, for parts of SUAV systems repaired during maintenance performed against this contract. Materials that shall be covered extend to any parts replaced during the maintenance provided by the contractor against any contract maintenance CLINS and shall cover all parts for SUAV systems determined by the contractor to be “repairable” with the exception of the complete ground control unit, the complete remote video terminal, and/or the complete air vehicle. | |||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
4004 |
UNDEFINED | UNDEFINED | UNDEFINED | |||||||||
| OPTION | Training Support in accordance with the statement of work entitled, “Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004” set forth in Section C herein. | |||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| MAX NET AMT | UNDEFINED | |||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
W911QY-04-D-0034
Page 123 of 150
Page 123 of 150
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
4004AA |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Operation Classroom Training | |||||||||||
| Fixed price for each session purchased — $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| MAX | MAX | |||||||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
4004AB |
Dollars, U.S. | $1.00 | ||||||||||
| OPTION | Field Training | |||||||||||
| Fixed price for each session purchased — $[***] | ||||||||||||
| PURCHASE REQUEST NUMBER: W91A2K-4078-1007 | ||||||||||||
| Funded Amount | $ | 0.00 | ||||||||||
FOB: |
Destination | |||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
W911QY-04-D-0034
Page 124 of 150
Page 124 of 150
Section C — Descriptions and Specifications
SECTION C
TITLE: Government Small, Unmanned Air Vehicle Systems and Accessories, 10 Sep 2004
C.1 SCOPE
This statement of work (SOW) is for systems engineering, manufacturing, testing, training,
logistics, repair and support for the production of Raven Small Unmanned Aerial Vehicle (SUAV)
Systems. Contractor shall provide all labor and materials in order to perform all requirements set
forth in this SOW and contract.
C.2 SOW REQUIREMENTS
SUAV System: Contractor shall provide the Raven SUAV system as proposed in their technical
proposal entitled “Raven Small Unmanned Aerial Vehicle”, dated 30 Jul 04 in order to meet all
contract requirements set forth herein. This proposal is hereby incorporated into the contract by
reference and contractor shall perform work as described in their proposal unless otherwise revised
herein this contract.
SUAV Components and Spare Parts: All individual components of the Raven SUAV system shall be
available for purchase as set forth in this contract.
SUAV Maintenance: The contractor shall provide factory maintenance repairs for SUAV systems
that are damaged beyond the field repair level as follows:
1. Perform diagnostics, damage assessment, and useful life assessment with written
notification to the customer within three (3) business days of receipt of item as to
estimated repair cost or not economically repairable recommendation;
2. Upon written verification showing government’s acceptance for repair [shall be
within three (3) business days of receipt of contractor’s written assessment], the
contractor shall provide all labor, expertise, and materials for repair of damaged items
with assessed repair price less than sixty-five percent (65%) of replacement value within
the timeframe specified in the SUAV Performance Specification;
3. Archive and retain records for all repairs.
Training: Contractor shall provide classroom and field training for operation of their Raven
SUAV system as described in their technical proposal entitled “Raven Small Unmanned Aerial Vehicle;
Volume I: Technical Volume”, dated 30 Jul 04, specifically pages thirty-six (36) through
thirty-eight (38).
C.3 SOW PROGRAM MANAGEMENT
Status reporting: Contractor shall conduct a quarterly teleconference to provide the status
of program activities. Both contractor and government personnel shall participate. Additional
topics may be discussed as necessary.
Security: The contractor shall follow the Department of Defense Contract Security
Classification Specification (DD Form 254) guidance (Attachment #2). The contractor shall maintain
facility clearance at the SECRET level for performance of duties under this contract. The
contractor shall maintain an appropriate number of employees with a personnel security clearance at
the SECRET or above level to perform classified tasks during the performance of this contract. The
performance of this contract shall require access, generation, receipt, storage, and processing of
classified information, communications security (COMSEC) information and equipment, and integration
with classified hardware. The contractor shall maintain a valid COMSEC account. The contractor
shall
W911QY-04-D-0034
Page 125 of 150
Page 125 of 150
document and verify the security clearance information as required for deployments, meetings,
conferences, and other events, as determined necessary by the government. The submissions of
request for public release of information shall be via secure means (secure fax, federal express,
registered U.S. mail).
Section D — Packaging and Mailing
SECTION D
D.1 Packing and marketing of all items to be delivered pursuant to the provisions of this contract,
to include shipment of technical data, shall be in accordance with the contractor’s standard
commercial practices.
W911QY-04-D-0034
Page 126 of 150
Section E — Inspection and Acceptance
INSPECTION AND ACCEPTANCE TERMS
Supplies/services will be inspected/accepted at:
| CLIN | INSPECT AT | INSPECT BY | ACCEPT AT | ACCEPT BY | ||||
0001
|
Origin | Government | Destination | Government | ||||
0002
|
Origin | Government | Destination | Government | ||||
000201
|
Origin | Government | Destination | Government | ||||
000202
|
Origin | Government | Destination | Government | ||||
000203
|
Origin | Government | Destination | Government | ||||
000204
|
Origin | Government | Destination | Government | ||||
000205
|
Origin | Government | Destination | Government | ||||
000206
|
Origin | Government | Destination | Government | ||||
000207
|
Origin | Government | Destination | Government | ||||
000208
|
Origin | Government | Destination | Government | ||||
000209
|
Origin | Government | Destination | Government | ||||
000210
|
Origin | Government | Destination | Government | ||||
000211
|
Origin | Government | Destination | Government | ||||
000212
|
Origin | Government | Destination | Government | ||||
000213
|
Origin | Government | Destination | Government | ||||
000214
|
Origin | Government | Destination | Government | ||||
000215
|
Origin | Government | Destination | Government | ||||
000216
|
Origin | Government | Destination | Government | ||||
000217
|
Origin | Government | Destination | Government | ||||
000218
|
Origin | Government | Destination | Government | ||||
000219
|
Origin | Government | Destination | Government | ||||
000220
|
Origin | Government | Destination | Government | ||||
000221
|
Origin | Government | Destination | Government | ||||
000222
|
Origin | Government | Destination | Government | ||||
000223
|
Origin | Government | Destination | Government | ||||
000224
|
Origin | Government | Destination | Government | ||||
000225
|
Origin | Government | Destination | Government | ||||
000226
|
Origin | Government | Destination | Government | ||||
000227
|
Origin | Government | Destination | Government | ||||
000228
|
Origin | Government | Destination | Government | ||||
000229
|
Origin | Government | Destination | Government | ||||
000230
|
Origin | Government | Destination | Government | ||||
000231
|
Origin | Government | Destination | Government | ||||
000232
|
Origin | Government | Destination | Government | ||||
000233
|
Origin | Government | Destination | Government | ||||
000234
|
Origin | Government | Destination | Government | ||||
000235
|
Origin | Government | Destination | Government | ||||
000236
|
Origin | Government | Destination | Government | ||||
000237
|
Origin | Government | Destination | Government | ||||
000238
|
Origin | Government | Destination | Government | ||||
000239
|
Origin | Government | Destination | Government | ||||
000240
|
Origin | Government | Destination | Government | ||||
000241
|
Origin | Government | Destination | Government | ||||
000242
|
Origin | Government | Destination | Government | ||||
000243
|
Origin | Government | Destination | Government | ||||
0003
|
Origin | Government | Destination | Government | ||||
0004
|
Origin | Government | Destination | Government |
W911QY-04-D-0034
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| CLIN | INSPECT AT | INSPECT BY | ACCEPT AT | ACCEPT BY | ||||
0004AA
|
Origin | Government | Destination | Government | ||||
0004AB
|
Origin | Government | Destination | Government | ||||
1001
|
Origin | Government | Destination | Government | ||||
1002
|
Origin | Government | Destination | Government | ||||
100201
|
Origin | Government | Destination | Government | ||||
100202
|
Origin | Government | Destination | Government | ||||
100203
|
Origin | Government | Destination | Government | ||||
100204
|
Origin | Government | Destination | Government | ||||
100205
|
Origin | Government | Destination | Government | ||||
100206
|
Origin | Government | Destination | Government | ||||
100207
|
Origin | Government | Destination | Government | ||||
100208
|
Origin | Government | Destination | Government | ||||
100209
|
Origin | Government | Destination | Government | ||||
100210
|
Origin | Government | Destination | Government | ||||
100211
|
Origin | Government | Destination | Government | ||||
100212
|
Origin | Government | Destination | Government | ||||
100213
|
Origin | Government | Destination | Government | ||||
100214
|
Origin | Government | Destination | Government | ||||
100215
|
Origin | Government | Destination | Government | ||||
100216
|
Origin | Government | Destination | Government | ||||
100217
|
Origin | Government | Destination | Government | ||||
100218
|
Origin | Government | Destination | Government | ||||
100219
|
Origin | Government | Destination | Government | ||||
100220
|
Origin | Government | Destination | Government | ||||
100221
|
Origin | Government | Destination | Government | ||||
100222
|
Origin | Government | Destination | Government | ||||
100223
|
Origin | Government | Destination | Government | ||||
100224
|
Origin | Government | Destination | Government | ||||
100225
|
Origin | Government | Destination | Government | ||||
100226
|
Origin | Government | Destination | Government | ||||
100227
|
Origin | Government | Destination | Government | ||||
100228
|
Origin | Government | Destination | Government | ||||
100229
|
Origin | Government | Destination | Government | ||||
100230
|
Origin | Government | Destination | Government | ||||
100231
|
Origin | Government | Destination | Government | ||||
100232
|
Origin | Government | Destination | Government | ||||
100233
|
Origin | Government | Destination | Government | ||||
100234
|
Origin | Government | Destination | Government | ||||
100235
|
Origin | Government | Destination | Government | ||||
100236
|
Origin | Government | Destination | Government | ||||
100237
|
Origin | Government | Destination | Government | ||||
100238
|
Origin | Government | Destination | Government | ||||
100239
|
Origin | Government | Destination | Government | ||||
100240
|
Origin | Government | Destination | Government | ||||
100241
|
Origin | Government | Destination | Government | ||||
100242
|
Origin | Government | Destination | Government | ||||
100243
|
Origin | Government | Destination | Government | ||||
1003
|
Origin | Government | Destination | Government | ||||
1004
|
Origin | Government | Destination | Government | ||||
1004AA
|
Origin | Government | Destination | Government | ||||
1004AB
|
Origin | Government | Destination | Government | ||||
2001
|
Origin | Government | Destination | Government | ||||
2002
|
Origin | Government | Destination | Government |
W911QY-04-D-0034
Page 128 of 150
| CLIN | INSPECT AT | INSPECT BY | ACCEPT AT | ACCEPT BY | ||||
200201
|
Origin | Government | Destination | Government | ||||
200202
|
Origin | Government | Destination | Government | ||||
200203
|
Origin | Government | Destination | Government | ||||
200204
|
Origin | Government | Destination | Government | ||||
200205
|
Origin | Government | Destination | Government | ||||
200206
|
Origin | Government | Destination | Government | ||||
200207
|
Origin | Government | Destination | Government | ||||
200208
|
Origin | Government | Destination | Government | ||||
200209
|
Origin | Government | Destination | Government | ||||
200210
|
Origin | Government | Destination | Government | ||||
200211
|
Origin | Government | Destination | Government | ||||
200212
|
Origin | Government | Destination | Government | ||||
200213
|
Origin | Government | Destination | Government | ||||
200214
|
Origin | Government | Destination | Government | ||||
200215
|
Origin | Government | Destination | Government | ||||
200216
|
Origin | Government | Destination | Government | ||||
200217
|
Origin | Government | Destination | Government | ||||
200218
|
Origin | Government | Destination | Government | ||||
200219
|
Origin | Government | Destination | Government | ||||
200220
|
Origin | Government | Destination | Government | ||||
200221
|
Origin | Government | Destination | Government | ||||
200222
|
Origin | Government | Destination | Government | ||||
200223
|
Origin | Government | Destination | Government | ||||
200224
|
Origin | Government | Destination | Government | ||||
200225
|
Origin | Government | Destination | Government | ||||
200226
|
Origin | Government | Destination | Government | ||||
200227
|
Origin | Government | Destination | Government | ||||
200228
|
Origin | Government | Destination | Government | ||||
200229
|
Origin | Government | Destination | Government | ||||
200230
|
Origin | Government | Destination | Government | ||||
200231
|
Origin | Government | Destination | Government | ||||
200232
|
Origin | Government | Destination | Government | ||||
200233
|
Origin | Government | Destination | Government | ||||
200234
|
Origin | Government | Destination | Government | ||||
200235
|
Origin | Government | Destination | Government | ||||
200236
|
Origin | Government | Destination | Government | ||||
200237
|
Origin | Government | Destination | Government | ||||
200238
|
Origin | Government | Destination | Government | ||||
200239
|
Origin | Government | Destination | Government | ||||
200240
|
Origin | Government | Destination | Government | ||||
200241
|
Origin | Government | Destination | Government | ||||
200242
|
Origin | Government | Destination | Government | ||||
200243
|
Origin | Government | Destination | Government | ||||
2003
|
Origin | Government | Destination | Government | ||||
2004
|
Origin | Government | Destination | Government | ||||
2004AA
|
Origin | Government | Destination | Government | ||||
2004AB
|
Origin | Government | Destination | Government | ||||
3001
|
Origin | Government | Destination | Government | ||||
3002
|
Origin | Government | Destination | Government | ||||
300201
|
Origin | Government | Destination | Government | ||||
300202
|
Origin | Government | Destination | Government | ||||
300203
|
Origin | Government | Destination | Government | ||||
300204
|
Origin | Government | Destination | Government |
W911QY-04-D-0034
Page 129 of 150
| CLIN | INSPECT AT | INSPECT BY | ACCEPT AT | ACCEPT BY | ||||
300205
|
Origin | Government | Destination | Government | ||||
300206
|
Origin | Government | Destination | Government | ||||
300207
|
Origin | Government | Destination | Government | ||||
300208
|
Origin | Government | Destination | Government | ||||
300209
|
Origin | Government | Destination | Government | ||||
300210
|
Origin | Government | Destination | Government | ||||
300211
|
Origin | Government | Destination | Government | ||||
300212
|
Origin | Government | Destination | Government | ||||
300213
|
Origin | Government | Destination | Government | ||||
300214
|
Origin | Government | Destination | Government | ||||
300215
|
Origin | Government | Destination | Government | ||||
300216
|
Origin | Government | Destination | Government | ||||
300217
|
Origin | Government | Destination | Government | ||||
300218
|
Origin | Government | Destination | Government | ||||
300219
|
Origin | Government | Destination | Government | ||||
300220
|
Origin | Government | Destination | Government | ||||
300221
|
Origin | Government | Destination | Government | ||||
300222
|
Origin | Government | Destination | Government | ||||
300223
|
Origin | Government | Destination | Government | ||||
300224
|
Origin | Government | Destination | Government | ||||
300225
|
Origin | Government | Destination | Government | ||||
300226
|
Origin | Government | Destination | Government | ||||
300227
|
Origin | Government | Destination | Government | ||||
300228
|
Origin | Government | Destination | Government | ||||
300229
|
Origin | Government | Destination | Government | ||||
300230
|
Origin | Government | Destination | Government | ||||
300231
|
Origin | Government | Destination | Government | ||||
300232
|
Origin | Government | Destination | Government | ||||
300233
|
Origin | Government | Destination | Government | ||||
300234
|
Origin | Government | Destination. | Government | ||||
300235
|
Origin | Government | Destination | Government | ||||
300236
|
Origin | Government | Destination | Government | ||||
300237
|
Origin | Government | Destination | Government | ||||
300238
|
Origin | Government | Destination | Government | ||||
300239
|
Origin | Government | Destination | Government | ||||
300240
|
Origin | Government | Destination | Government | ||||
300241
|
Origin | Government | Destination | Government | ||||
300242
|
Origin | Government | Destination | Government | ||||
300243
|
Origin | Government | Destination | Government | ||||
3003
|
Origin | Government | Destination | Government | ||||
3004
|
Origin | Government | Destination | Government | ||||
3004AA
|
Origin | Government | Destination | Government | ||||
3004AB
|
Origin | Government | Destination | Government | ||||
4001
|
Origin | Government | Destination | Government | ||||
4002
|
Origin | Government | Destination | Government | ||||
400201
|
Origin | Government | Destination | Government | ||||
400202
|
Origin | Government | Destination | Government | ||||
400203
|
Origin | Government | Destination | Government | ||||
400204
|
Origin | Government | Destination | Government | ||||
400205
|
Origin | Government | Destination | Government | ||||
400206
|
Origin | Government | Destination | Government | ||||
400207
|
Origin | Government | Destination | Government | ||||
400208
|
Origin | Government | Destination | Government |
W911QY-04-D-0034
Page 130 of 150
| CLIN | INSPECT AT | INSPECT BY | ACCEPT AT | ACCEPT BY | ||||
400209
|
Origin | Government | Destination | Government | ||||
400210
|
Origin | Government | Destination | Government | ||||
400211
|
Origin | Government | Destination | Government | ||||
400212
|
Origin | Government | Destination | Government | ||||
400213
|
Origin | Government | Destination | Government | ||||
400214
|
Origin | Government | Destination | Government | ||||
400215
|
Origin | Government | Destination | Government | ||||
400216
|
Origin | Government | Destination | Government | ||||
400217
|
Origin | Government | Destination | Government | ||||
400218
|
Origin | Government | Destination | Government | ||||
400219
|
Origin | Government | Destination | Government | ||||
400220
|
Origin | Government | Destination | Government | ||||
400221
|
Origin | Government | Destination | Government | ||||
400222
|
Origin | Government | Destination | Government | ||||
400223
|
Origin | Government | Destination | Government | ||||
400224
|
Origin | Government | Destination | Government | ||||
400225
|
Origin | Government | Destination | Government | ||||
400226
|
Origin | Government | Destination | Government | ||||
400227
|
Origin | Government | Destination | Government | ||||
400228
|
Origin | Government | Destination | Government | ||||
400229
|
Origin | Government | Destination | Government | ||||
400230
|
Origin | Government | Destination | Government | ||||
400231
|
Origin | Government | Destination | Government | ||||
400232
|
Origin | Government | Destination | Government | ||||
400233
|
Origin | Government | Destination | Government | ||||
400234
|
Origin | Government | Destination | Government | ||||
400235
|
Origin | Government | Destination | Government | ||||
400236
|
Origin | Government | Destination | Government | ||||
400237
|
Origin | Government | Destination | Government | ||||
400238
|
Origin | Government | Destination | Government | ||||
400239
|
Origin | Government | Destination | Government | ||||
400240
|
Origin | Government | Destination | Government | ||||
400241
|
Origin | Government | Destination. | Government | ||||
400242
|
Origin | Government | Destination | Government | ||||
400243
|
Origin | Government | Destination | Government | ||||
4003
|
Origin | Government | Destination | Government | ||||
4004
|
Origin | Government | Destination | Government | ||||
4004AA
|
Origin | Government | Destination | Government | ||||
4004AB
|
Origin | Government | Destination | Government |
W911QY-04-D-0034
Page 131 of 150
CLAUSES INCORPORATED BY REFERENCE
52.246-2
|
Inspection Of Supplies—Fixed Price | AUG 1996 | ||
52.246-6
|
Inspection—Time-And-Material And Labor-Hour | MAY 2001 | ||
52.246-16
|
Responsibility For Supplies | APR 1984 | ||
252.246-7000
|
Material Inspection And Receiving Report | MAR 2003 |
Section F — Deliveries or Performance
SPECIAL INSTRUCTIONS
F.1 DELIVERY INFORMATION
CLIN(s), Delivery Date, Quantity, and Ship to Address will be identified on each individual
delivery order.
delivery order.
CLAUSES INCORPORATED BY REFERENCE
52.242-15
|
Stop-Work Order | AUG 1989 | ||
52.242-17
|
Government Delay Of Work | APR 1984 | ||
52.247-34
|
F.O.B. Destination | NOV 1991 | ||
52.247-55
|
F.O.B. Point For Delivery Of Government-Furnished Property | JUN 2003 |
CLAUSES INCORPORATED BY FULL TEXT
52.211-8
|
TIME OF DELIVERY (JUN 1997) |
(a) The Government requires delivery to be made according to the following schedule:
REQUIRED DELIVERY SCHEDULE
| ITEM NO. | QUANTITY | DELIVERY SCHEDULE | ||
CLINS 0001, 1001, 2001, 3001, AND 4001 |
As Stated on Delivery Order (DO) |
Quantity of thirty-five (35) within one hundred twenty (120) days after award of DO; thirty-five (35) per month thereafter | ||
CLINS 0002-000243,
1002-100243, 2002-
200243, 3002-300243,
and 4002-400243
|
As Stated on DO | Thirty (30) to ninety (90) days after receipt of DO as specified on DO | ||
CLINS 0003, 1003,
2003, 3003, and 4003
|
As Stated on DO | Assessment – Three (3) days after receipt of damaged system and actual repairs within maximum of four (4) weeks after gov’t |
W911QY-04-D-0034
Page 132 of 150
| approval to proceed with repair | ||||
CLINS 0004-0004AB,
1004-1004AB,
2004-2004AB,
3004-3004AB, and
4004-4004AB
|
As Stated on DO | As specified on DO, however, the government will give at least two (2) weeks notice to provide a training need | ||
| (End of clause) |
W911QY-04-D-0034
Page 133 of 150
Section G – Contract Administration Data
SECTION G
G.1 CONTRACT ADMINISTRATION
a. In no event shall any understanding or agreement, contract modification, change order, or
other matter in deviation from the terms of this contract between the contractor and a person other
than the Contracting Officer (KO) be effective or binding upon the government. All such actions
must be formalized by a proper contractual document executed by the KO.
b. All contractual correspondence pertaining to this contract shall be addressed to:
U.S. Army RDECOM Acquisition Center
Natick Contracting Division
ATTN: AMSRD-ACC-NS/T. Taylor
3rd Floor. Bldg. #1
Kansas Street
Natick, MA 01760-5011
c. Telephone/Fax number and email address of the KO:
Ms. Tammy A. Taylor 508-233-4123 508-233-5286 (fax) tammy.taylor@natick.army.mil
d. Inquiries regarding payment status when payment IS NOT made by a VISA credit card are to
be directed to Defense Finance and Accounting Service (DFAS), Rock Island, IL. The toll free
customer service number for inquiries is 1-888-332-7742.
G.2 CONTRACTOR’S CONTRACT ADMINISTRATION
| Technical POC: | [***] | |||
| Phone/Fax/Email: | [***] | |||
| Administrative POC: | [***] | |||
| Phone/Fax/Email: | [***] |
G.3 SUBMISSION OF INVOICES:
All invoices shall contain the contractor’s tax identification number and be submitted as follows:
| **THROUGH | U.S. Army RDECOM Acquisition Center | |||
| Natick Contracting Division | ||||
| ATTN: AMSRD-ACC-NS/T. Taylor | ||||
| 3rd Floor, Bldg. #1 | ||||
| Kansas Street | ||||
| Natick, MA 01760-5011 | ||||
| TO | DFAS | |||
| DFAS, Rock Island |
*** Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been requested with respect
to the omitted portions.
W911QY-04-D-0034
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Bldg. 68, ATTN: DFAS-RI-FPV
Rock Island, IL 61299-8401
Rock Island, IL 61299-8401
** Note that contractor should submit one (1) copy of invoice to the “THROUGH” address above. When
order is not paid with a credit card, invoices should be submitted electronically in accordance
with contract clause 252.232-7003 and/or via email to the KO. Payment will be upon certification
of the contractor’s invoice and submission of that certified invoice (done by the KO) to the DFAS,
Rock Island office. If order is being paid by VISA credit card, the card holder (Ms. Taylor) will
contact the contractor with credit card number once invoice is certified.
G 4 Notification of revision or changes to names or email addresses identified herein will be
provided by official correspondence from the KO or office of the KO in lieu of a contract
modification. This does not apply to any such revisions or changes in the event this contract
includes a key personnel clause.
G.5 SPECIAL NOTE **ATTENTION**SPECIAL NOTE
Due to policy implemented at the U.S. Army Natick Soldier Systems Center it is imperative to
assure that ALL correspondence (letters, invoices. reports. etc.) and/or packages submitted are
addressed with an attention line that lists a valid Natick employee name and have a clear return
address label that includes company name, address, and POC. Any correspondence not addressed to a
valid specific name may not be forwarded through the internal mail system at Natick and has a good
chance of not being received by the intended recipient. Any questions about this policy shall be
addressed to the KO, Ms. Taylor, at 508-233-4123.
CLAUSES INCORPORATED BY REFERENCE |
||
252.242-7000 Postaward Conference
|
DEC 1991 |
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Section H – Special Contract Requirements
SECTION H
H.1 INSURANCE (COST REIMBURSEMENT CONTRACT)
Pursuant to the requirements of the contract clause titled “Insurance-Liability to Third Persons”,
the contractor shall obtain and maintain at least the following kinds of insurance and minimum
liability coverage during any period of contract performance:
a. Workmen’s compensation and occupational disease coverage as required by law except that, if
this contract is to be performed in a state which does not require or permit private insurance,
then compliance with the statutory or administrative requirements in any such state will be
satisfactory. The required workmen’s compensation insurance shall extend to cover employers’
liability for accidental bodily injury or death and for occupational disease with a minimum
liability limit of $100,000.00.
b. Comprehensive general liability insurance in the minimum limit of $500,000.00 per
occurrence for bodily injury liability.
c. Comprehensive automotive liability insurance with minimum limits of $200,000.00 per person
and $500,000.00 per occurrence for bodily injury, and a minimum limit of $20,000.00 per occurrence
for property damage.
H.2 SUBMISSION OF INVOICES — FOR MAINTENANCE CLINS ONLY (#’S 0003, 1003, 2003, 3003, AND 4003)
In accordance with FAR clause 52.232-7, the contractor will submit invoices on a monthly basis.
Each invoice must identify the labor hours expended in accordance with Exhibit A of this contract.
All labor must be identified with one (1) of the labor categories identified in Exhibit A.
W911QY-04-D-0034
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SECTION I – Contract Clauses
CLAUSES INCORPORATED BY REFERENCE
52.202-1
|
Definitions | DEC 2001 | ||
52.203-3
|
Gratuities | APR 1984 | ||
52.203-5
|
Covenant Against Contingent Fees | APR 1984 | ||
52.203-6
|
Restrictions On Subcontractor Sales To The Government | JUL 1995 | ||
52.203-7
|
Anti-Kickback Procedures | JUL 1995 | ||
52.203-8
|
Cancellation; Rescission, and Recovery of Funds for Illegal or Improper Activity | JAN 1997 | ||
52.203-10
|
Price Or Fee Adjustment For Illegal Or Improper Activity | JAN 1997 | ||
52.203-12
|
Limitation On Payments To Influence Certain Federal Transactions |
JUN 2003 | ||
52.204-2
|
Security Requirements | AUG 1996 | ||
52.204-4
|
Printed or Copied Double-Sided on Recycled Paper | AUG 2000 | ||
52.209-6
|
Protecting the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment |
JUL 1995 | ||
52.211-5
|
Material Requirements | AUG 2000 | ||
52.211-15
|
Defense Priority And Allocation Requirements | SEP 1990 | ||
52.215-2
|
Audit and Records—Negotiation | JUN 1999 | ||
52.215-8
|
Order of Precedence-Uniform Contract Format | OCT 1997 | ||
52.215-14
|
Integrity of Unit Prices | OCT 1997 | ||
52.215-19
|
Notification of Ownership Changes | OCT 1997 | ||
52.219-6
|
Notice Of Total Small Business Set-Aside | JUNE 2003 | ||
52.219-8
|
Utilization of Small Business Concerns | OCT 2000 | ||
52.219-14
|
Limitations On Subcontracting | DEC 1996 | ||
52.222-3
|
Convict Labor | JUN 2003 | ||
52.222-4
|
Contract Work Hours and Safety Standards Act – Overtime Compensation | SEP 2000 | ||
52.222-19
|
Child Labor — Cooperation with Authorities and Remedies | JAN 2004 | ||
52.222-21
|
Prohibition Of Segregated Facilities | FEB 1999 | ||
52.222-26
|
Equal Opportunity | APR 2002 | ||
52.222-35
|
Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era and Other Eligible Veterans | DEC 2001 | ||
52.222-36
|
Affirmative Action For Workers With Disabilities | JUN 1998 | ||
52.222-37
|
Employment Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans | DEC 2001 | ||
52.223-6
|
Drug-Free Workplace | MAY 2001 | ||
52.223-14
|
Toxic Chemical Release Reporting | AUG 2003 | ||
52.227-1
|
Authorization and Consent | JUL 1995 | ||
52.227-2
|
Notice And Assistance Regarding Patent And Copyright Infringement |
AUG 1996 | ||
52.228-7
|
Insurance—Liability To Third Persons | MAR 1996 | ||
52.229-3
|
Federal, State And Local Taxes | APR 2003 | ||
52.232-1
|
Payments | APR 1984 | ||
52.232-17
|
Payments Under Time-And-Materials And Labor Hour Contracts |
DEC 2002 | ||
52.232-8
|
Discounts For Prompt Payment | FEB 2002 | ||
52.232-11
|
Extras | APR 1984 | ||
52.232 17
|
Interest | JUN 1996 | ||
52.232-20
|
Limitation Of Cost | APR 1984 |
W911QY-04-D-0034
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52.232-25
|
Prompt Payment | OCT 2003 | ||
52.232-32
|
Performance-Based Payments | FEB 2002 | ||
52.232-33
|
Payment by Electronic Funds Transfer—Central Contractor Registration | OCT 2003 | ||
52.232-36
|
Payment by Third Party | MAY 1999 | ||
57.232-37
|
Multiple Payment Arrangements | MAY 1999 | ||
52.233-1
|
Disputes | JUL 2002 | ||
52.233-3
|
Protest After Award | AUG 1996 | ||
52.242-13
|
Bankruptcy | JUL 1995 | ||
52.243-1
|
Changes—Fixed Price | AUG 1987 | ||
52.243-3
|
Changes—Time-And-Material Or Labor-Hours | SEP 2000 | ||
52.244-5
|
Competition In Subcontracting | DEC 1996 | ||
52.244-6
|
Subcontracts for Commercial Items | APR 2003 | ||
52.246-23
|
Limitation Of Liability | FEB 1997 | ||
52.246-24 Alt I
|
Limitation Of Liability—High Value Items (Feb 1997) - - Alternate I | APR 1984 | ||
52.246-25
|
Limitation Of Liability—Services | FEB 1997 | ||
52.249-2
|
Termination For Convenience Of The Government (Fixed- Price) |
SEP 1996 | ||
52.249-8
|
Default (Fixed-Price Supply & Service) | APR 1984 | ||
52.249-14
|
Excusable Delays | APR 1984 | ||
52.253-1
|
Computer Generated Forms | JAN 1991 | ||
252.201-7000
|
Contracting Officer’s Representative | DEC 1991 | ||
252.203-7001
|
Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies | MAR 1999 | ||
252.203-7002
|
Display Of DOD Hotline Poster | DEC 1991 | ||
252.204-7000
|
Disclosure Of Information | DEC 1991 | ||
252.204-7003
|
Control Of Government Personnel Work Product | APR 1992 | ||
252.204-7004 Alt A
|
Required Central Contractor Registration Alternate A | NOV 2003 | ||
252.205-7000
|
Provision Of Information To Cooperative Agreement Holders |
DEC 1991 | ||
252.209-7000
|
Acquisition From Subcontractors Subject To On-Site Inspection Under The Intermediate Range Nuclear Forces (INF) Treaty | NOV 1995 | ||
252.209-7004
|
Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country | MAR 1998 | ||
252.223-7004
|
Drug Free Work Force | SEP 1988 | ||
252.225-7001
|
Buy American Act And Balance Of Payments Program | APR 2003 | ||
252.225-7002
|
Qualifying Country Sources As Subcontractors | APR 2003 | ||
252.225-7012
|
Preference For Certain Domestic Commodities | FEB 2003 | ||
252.225-7016
|
Restriction On Acquisition Of Ball and Roller Bearings | APR 2003 | ||
252.275-7022
|
Restriction On Acquisition Of Polyacrylonitile (PAN) Carbon Fiber |
APR 2003 | ||
252.225-7025
|
Restriction on Acquisition of Forgings | APR 2003 | ||
252.228-7001
|
Ground And Flight Risk | SEP 1996 | ||
252.231-7000
|
Supplemental Cost Principles | DEC 1991 | ||
252.232-7003
|
Electronic Submission of Payment Requests | JAN 2004 | ||
252.243-7001
|
Pricing Of Contract Modifications | DEC 1991 | ||
252.243-7002
|
Requests for Equitable Adjustment | MAR 1998 | ||
252.244-7000
|
Subcontracts for Commercial Items and Commercial Components (DoD Contracts) | MAR 2000 | ||
252.247-7023
|
Transportation of Supplies by Sea | MAY 2002 | ||
252.247-7024
|
Notification Of Transportation Of Supplies By Sea | MAR 2000 |
W911QY-04-D-0034
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CLAUSES INCORPORATED BY FULL TEXT
52.216-18 ORDERING. (OCT 1995)
(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of
delivery orders or task orders by the individuals or activities designated in the Schedule. Such
orders may be issued from 20 Sep 04 through 19 Sep 09.
(b) All delivery orders or task orders are subject to the terms and conditions of this contract.
In the event of conflict between a delivery order or task order and this contract, the contract
shall control.
(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits
the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods
only if authorized in the Schedule.
(End of clause)
52.216-19 ORDER LIMITATIONS. (OCT 1995)
(a) Minimum order. When the Government requires supplies or services covered by this contract in
an amount of less than $2,500.00, the Government is not obligated to purchase, nor is the
Contractor obligated to furnish, those supplies or services under the contract.
(b) Maximum order. The Contractor is not obligated to honor:
(1) Any order for a single item in excess of $10,000,000.00;
(2) Any order for a combination of items in excess of $10,000,000.00; or
(3) A series of orders from the same ordering office within ten (10) business days that together
call for quantities exceeding the limitation in subparagraph (1) or (2) above.
(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection
52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a
part of any one requirement from the Contractor if that requirement exceeds the maximum-order
limitations in paragraph (b) above.
(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding
the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the
ordering office within three (3) business days after issuance, with written notice stating the
Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving
this notice, the Government may acquire the supplies or services from another Source.
(End of clause)
52.216-22 INDEFINITE QUANTITY. (OCT 1995)
(a) This is an indefinite-quantity contract 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 contract.
W911QY-04-D-0034
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(b) Delivery or performance shall he made only as authorized by orders issued in accordance with
the Ordering clause. The Contractor shall furnish to the Government, 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”. The Government shall order at least the quantity of supplies or
services designated in the Schedule as the “minimum.”
(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule,
there is no limit on the number of orders that may be issued. The Government may issue orders
requiring delivery to multiple destinations or performance at multiple locations.
(d) Any order issued during the effective period of this contract and not completed within that
period shall be completed by the Contractor within the time specified in the order. The contract
shall govern the Contractor’s and Government’s rights and obligations with respect to that order to
the same extent as if the order were completed during the contract’s effective period; provided,
that the Contractor shall not be required to make any deliveries under this contract after 19 Sep
09.
(End of clause)
52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)
(a) The Government may extend the term of this contract by written notice to the Contractor within
five (5) business days prior to or directly after the contract’s current performance period end
date; provided that the Government gives the Contractor a preliminary written notice of its intent
to extend at least fourteen (14) calendar days before the contract expires. The preliminary notice
does not commit the Government to an extension.
(b) If the Government exercises this option, the extended contract shall be considered to include
this option clause.
(c) The total duration of this contract, including the exercise of any options under this clause,
shall not exceed sixty (60) months.
(End of clause)
52.225-13 (Dev) RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2003) (DEVIATION)
(a) Except as authorized by the Office of foreign Assets Control (OFAC) in the Department of
the Treasury, the Contractor shall not acquire, for use in the performance of this contract,
any supplies or services, if any Executive order administered by OFAC, or OFAC’s regulations
set forth at 31 CFR Chapter V would prohibit such a transaction by a person subject to the
jurisdiction of the United States.
(b) Except as authorized by OFAC, most transactions involving Cuba, Iran, Libya, and Sudan
are prohibited, as are most imports into the United States from North Korea. Lists of
entities and individuals subject to economic sanctions are included in OFAC’s List of
Specially Designated Nationals and Blocked Persons. More information about these
restrictions as well as updates with respect to restrictions imposed after April 2003, is
available in the OFAC’s regulations at 31 CFR Chapter V and/or on OFAC’s website at
http://www.treas.gov/ofac.
(c) The Contractor shall insert this clause, including this paragraph (c), in all subcontracts
(End of clause)
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52.243-7 NOTIFICATION OF CHANGES (APR 1984)
(a) Definitions.
“Contracting Officer,” as used in this clause, does not include any representative of the
Contracting Officer.
“Specifically authorized representative (SAR),” as used in this clause, means any person the
Contracting Officer has so designated by written notice (a copy of which shall be provided to the
Contractor) which shall refer to this subparagraph and shall be issued to the designated
representative before the SAR exercises such authority.
(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct
that the Contractor considers to constitute a change to this contract. Except for changes
identified as such in writing and signed by the Contracting Officer, the Contractor shall notify
the Administrative Contracting Officer in writing, within seven (7) calendar days from the
date that the Contractor identifies any Government conduct (including actions, inactions, and
written or oral communications) that the Contractor regards as a change to the contract terms and
conditions. On the basis of the most accurate information available to the Contractor, the notice
shall state—
(1) The date, nature, and circumstances of the conduct regarded as a change;
(2) The name, function, and activity of each Government individual and Contractor official or
employee invoked in or knowledgeable about such conduct;
(3) The identification of any documents and the substance of any oral communication involved in
such conduct;
(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon
which it arose;
(5) The particular elements of contract performance for which the Contractor may seek an equitable
adjustment under this clause, including—
(i) What contract line items have been or may be affected by the alleged change;
(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged
change;
(iii) To the extent practicable, what delay and disruption in the manner and sequence of
performance and effect on continued performance have been or may be caused by the alleged change;
(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the
alleged change are estimated; and
(6) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s
notice to minimize cost, delay or disruption of performance.
(c) Continued performance. Following submission of the notice required by (b) above, the
Contractor shall diligently continue performance of this contract to the maximum extent possible in
accordance with its terms and conditions as construed by the Contractor, unless the notice reports
a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in
either of which events the Contractor shall continue performance; provided, however, that if the
Contractor regards the direction or communication as a change as described in (b) above, notice
shall he given in the manner provided. All directions, communications, interpretations, orders and
similar actions of the SAR shall be reduced to writing and copies furnished to the Contractor and
to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds the
authority of the SAR.
W911QY-04-D-0034
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(d) Government response. The Contracting Officer shall promptly, within fourteen (14)
calendar days after receipt of notice, respond to the notice in writing. In responding, the
Contracting Officer shall either—
(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when
necessary direct the mode of further performance;
(2) Countermand any communication regarded as a change;
(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when
necessary direct the mode of further performance; or
(4) In the event the Contractor’s notice information is inadequate to make a decision under (1),
(2), or (3) above, advise the Contractor what additional information is required, and establish the
date by which it should be furnished and the date thereafter by which the Government will respond.
(e) Equitable adjustments.
(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the
Contractor, and the conduct causes an increase or decrease in the Contractor’s cost of, or the time
required for, performance of any part of the work under this contract, whether changed or not
changed by such conduct, an equitable adjustment shall be made—
(i) In the contract price or delivery schedule or both; and
(ii) In such other provisions of the contract as may be affected.
(2) The contract shall be modified in writing accordingly. In the case of drawings, designs or
specifications which are defective and for which the Government is responsible, the equitable
adjustment shall include the cost and time extension for delay reasonably incurred by the
Contractor in attempting to comply with the defective drawings, designs or specifications before
the Contractor identified, or reasonably should have identified, such defect. When the cost of
property made obsolete or excess as a result of a change confirmed by the Contracting Officer under
this clause is included in the equitable adjustment, the Contracting Officer shall have the right
to prescribe the manner of disposition of the property. The equitable adjustment shall not include
increased costs or time extensions for delay resulting from the Contractor’s failure to provide
notice or to continue performance as provided, respectively, in (b) and (c) above.
Note: The phrases “contract price” and “cost” wherever they appear in the clause, may be
appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations
thereof.
(End of clause)
52.244-2 SUBCONTRACTS (AUG 1998)
(a) Definitions. As used in this clause—
Approved purchasing system means a Contractor’s purchasing system that has been reviewed and
approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).
Consent to subcontract means the Contracting Officer’s written consent for the Contractor to enter
into a particular subcontract.
W911QY-04-D-0034
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Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to
furnish supplies or services for performance of the prime contract or a subcontract. It includes,
but is not limited to, purchase orders, and changes and modifications to purchase orders.
(b) This clause does not apply to subcontracts for special text equipment when the contract
contains the clause at FAR 52.245-18, Special Test Equipment.
(c) When this clause is included in a fixed-price type contract, consent to subcontract is required
only on unpriced contract actions (including unpriced modifications or unpriced delivery orders),
and only if required in accordance with paragraph (d) or (e) of this clause.
(d) If the Contractor does not have an approved purchasing system, consent to subcontract is
required for any subcontract that—
(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or
(2) Is fixed-price and exceeds—
(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National
Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5
percent of the total estimated cost of the contract; or
(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National
Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of
the total estimated cost of the contract.
(e) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain
the Contracting Officer’s written consent before placing the following subcontracts:
Any that will have an effect on any portion of performance against this contract.
(f)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any
subcontract or modification thereof for which consent is required under paragraph (c), (d), or (e)
of this clause, including the following information:
(i) A description of the supplies or services to be subcontracted.
(ii) Identification of the type of subcontract to be used.
(iii) Identification of the proposed subcontractor.
(iv) The proposed subcontract price.
(v) The subcontractor’s current, complete, and accurate cost or pricing data and Certificate of
Current Cost or Pricing Data, if required by other contract provisions.
(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards
when such data are required by other provisions of this contract.
(vii) A negotiation memorandum reflecting—
(A) The principal elements of the subcontract price negotiations;
(B) The most significant considerations controlling establishment of initial or revised prices;
W911QY-04-D-0034
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(C) The reason cost or pricing data were or were not required;
(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s cost or pricing
data in determining the price objective and in negotiating the final price;
(E) The extent to which it was recognized in the negotiation that the subcontractor’s cost or
pricing data were not accurate, complete, or current; the action taken by the Contractor and the
subcontractor; and the effect of any such defective data on the total price negotiated;
(F) The reasons for any significant difference between the Contractor’s price objective and the
price negotiated; and
(G) A complete explanation of the incentive fee or profit plan when incentives are used. The
explanation shall identify each critical performance element, management decisions used to quantify
each incentive element, reasons for the incentives, and a summary of all trade-off possibilities
considered.
(2) The Contractor is not required to notify the Contracting Officer in advance of entering into
any subcontract for which consent is not required under paragraph (c), (d), or (e) of this clause.
(g) Unless the consent or approval specifically provides otherwise, neither consent by the
Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall
constitute a determination—
(1) Of the acceptability of any subcontract terms or conditions;
(2) Of the allowability of any cost under this contract; or
(3) To relieve the Contractor of any responsibility for performing this contract.
(h) No subcontract or modification thereof placed under this contract shall provide for payment on
a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type
subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).
(i) The Contractor shall give the Contracting Officer immediate written notice of any action or
suit filed and prompt notice of any claim made against the Contractor by any subcontractor or
vendor that, in the opinion of the Contractor, may result in litigation related in any way to this
contract, with respect to which the Contractor may be entitled to reimbursement from the
Government.
(j) The Government reserves the right to review the Contractor’s purchasing system as set forth in
FAR Subpart 44.3.
(k) Paragraphs (d) and (f) of this clause do not apply to the following subcontracts, which were
evaluated during negotiations:
None.
(End of clause)
52.248-1 VALUE ENGINEERING (FEB 2000)
(a) General. The Contractor is encouraged to develop, prepare, and submit value engineering change
proposals (VECP’s) voluntarily. The Contractor shall share in any net acquisition savings realized
from accepted VECP’s, in accordance with the incentive sharing rates in paragraph (f) below.
W911QY-04-D-0034
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(b) Definitions. “Acquisition sayings,” as used in this clause, means savings resulting from the
application of a VECP to contracts awarded by the same contracting office or its successor for
essentially the same unit. Acquisition savings include—
(1) instant contract savings, which are the net cost reductions on this, the instant contract and
which are equal to the instant unit cost reduction multiplied by the number of instant contract
units affected by the VECP, less the Contractor’s allowable development and implementation costs.
(2) Concurrent contract savings, which are net reductions in the prices of other contracts that are
definitized and ongoing at the time the VECP is accepted; and
(3) Future contract savings, which are the product of the future unit cost reduction multiplied by
the number of future contract units in the sharing base. On an instant contract, future contract
savings include savings on increases in quantities after VECP acceptance that are due to contract
modifications, exercise of options, additional orders, and funding of subsequent year requirements
on a multiyear contract.
“Collateral costs,” as used in this clause, means agency cost of operation, maintenance, logistic
support, or Government-furnished property.
“Collateral savings,” as used in this clause, means those measurable net reductions resulting from
a VECP in the agency’s overall projected collateral costs, exclusive of acquisition savings,
whether or not the acquisition cost changes.
“Contracting office” includes any contracting office that the acquisition is transferred to, such
as another branch of the agency or another agency’s office that is performing a joint acquisition
action.
“Contractor’s development and implementation costs” as used in this clause, means those costs the
Contractor incurs on a VECP specifically in developing, testing, preparing, and submitting the
VECP, as well as those costs the Contractor incurs to make the contractual changes required by
Government acceptance of a VECP.
“Future unit cost reduction,” as used in this clause, means the instant unit cost reduction
adjusted as the Contracting Officer considers necessary for projected learning or changes in
quantity during the sharing period. It is calculated at the time the VECP is accepted and applies
either (1) throughout the sharing period, unless the Contracting Officer decides that recalculation
is necessary because conditions are significantly different from those previously anticipated or
(2) to the calculation of a lump-sum payment, which cannot later be revised.
“Government costs,” as used in this clause, means those agency costs that result directly from
developing and implementing the VECP, such as any net increases in the cost of testing, operations,
maintenance, and logistics support. The term does not include the normal administrative costs of
processing the VECP or any increase in this contract’s cost or price resulting from negative
instant contract savings.
“Instant contract,” as used in this clause, means this contract, under which the VECP is submitted.
It does not include increases in quantities after acceptance of the VECP that are due to contract
modifications, exercise of options or additional orders. If this is a multiyear contract, the term
does not include quantities funded after VECP acceptance. If this contract is a fixed-price
contract with prospective price redetermination, the term refers to the period for which firm
prices have been established.
“Instant unit cost reduction” means the amount of the decrease in unit cost of performance (without
deducting any Contractor’s development or implementation costs) resulting from using the VECP on
this, the instant contract. If this is a service contract, the instant unit cost reduction is
normally equal to the number of hours per line-item task saved by using the VECP on this contract,
multiplied by the appropriate contract labor rate.
W911QY-04-D-0034
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“Negative instant contract savings” means the increase in the cost or price of this contract when
the acceptance of a VECP results in an excess of the Contractor’s allowable development and
implementation costs over the product of the instant unit cost reduction multiplied by the number
of instant contract units affected.
“Net acquisition savings, means total acquisition savings, including instant, concurrent, and
future contract savings, less Government Costs.
“Sharing base,” as used in this clause, means the number of affected end items on contracts of the
contracting office accepting the VECP.
Sharing period, as used in this clause, means the period beginning with acceptance of the first
unit incorporating the VECP and ending at a calendar date or event determined by the contracting
officer for each VECP.
“Unit,” as used in this clause, means the item or task to which the Contracting Officer and the
Contractor agree the VECP applies.
“Value engineering change proposal (VECP)” means a proposal that—
(1) Requires a change to this, the instant contract, to implement, and
(2) Results in reducing the overall projected cost to the agency without impairing essential
functions or characteristics; provided, that it does not involve a change—
(i) In deliverable end item quantities only:
(ii) In research and development (R&D) end items or R&D test quantities that is due solely to
results of previous testing under this contract or
(iii) To the contract type only.
(c) VECP preparation. As a minimum, the Contractor shall include in each VECP the information
described in subparagraphs (1) through (8) below. If the proposed change is affected by
contractually required configuration management or similar procedures, the instructions in those
procedures relating to format, identification, and priority assignment shall govern VECP
preparation. The VECP shall include the following:
(1) A description of the difference between the existing contract requirement and the proposed
requirement, the comparative advantages and disadvantages of each, a justification when an item’s
function or characteristics are being altered, the effect of the change on the end item’s
performance, and any pertinent objective test data.
(2) A list and analysis of the contract requirements that must be changed if the VECP is accepted,
including any suggested specification revisions.
(3) Identification of the unit to which tile VECP applies.
(4) A separate, detailed cost estimate for (i) the affected portions of the existing contract
requirement and (ii) the VECP. The cost reduction associated with the VECP shall take into account
the Contractor’s allowable development and implementation costs, including any amount attributable
to subcontracts under the Subcontracts paragraph of this clause, below.
(5) A description and estimate of costs the Government may incur in implementing the VECP, such as
test and evaluation and operating and support costs.
(6) A prediction of any effects the proposed change would have on collateral costs to the agency.
W911QY-04-D-0034
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(7) A statement of the time by which a contract modification accepting the VECP must be issued in
order to achieve the maximum cost reduction, noting any effect on the contract completion time or
delivery schedule.
(8) Identification of any previous submissions of the VECP, including the dates submitted, the
agencies and contract numbers involved and previous Government actions, if known.
(d) Submission. The Contractor shall submit VECP’s to the Contracting Officer, unless this
contract states otherwise. If this contract is administered by other than the contracting office,
the Contractor shall submit a copy of the VECP simultaneously to the Contracting Officer and to the
Administrative Contracting Officer.
(e) Government action. (1) The Contracting Officer will notify the Contractor of the status of the
VECP within 45 calendar days after the contracting office receives it. If additional time is
required, the Contracting Officer will notify the Contractor within the 45-day period and provide
the reason for the delay and the expected date of the decision. The Government will process VECP’s
expeditiously; however, it shall not be liable for any delay in acting upon a VECP.
(2) If the VECP is not accepted, the Contracting Officer will notify the Contractor in writing,
explaining the reasons for rejection. The Contractor may withdraw any VECP, in whole or in part,
at any time before it is accepted by the Government. The Contracting Officer may require that the
Contractor provide written notification before undertaking significant expenditures for VECP
effort.
(3) Any VECP may be accepted, in whole or in part, by the Contracting Officer’s award of a
modification to this contract citing this clause and made either before or within a reasonable time
after contract performance is completed. Until such a contract modification applies a VECP to this
contract, the Contractor shall perform in accordance with the existing contract. The decision to
accept or reject all or part of any VECP is a unilateral decision made solely at the discretion of
the Contracting Officer.
(f) Sharing rates. If a VECP is accepted, the Contractor shall share in net acquisition savings
according to the percentages shown in the table below. The percentage paid the Contractor depends
upon (1) this contract’s type (fixed-price, incentive, or cost-reimbursement), (2) the sharing
arrangement specified in paragraph (a) above (incentive, program requirement, or a combination as
delineated in the Schedule), and (3) the source of the savings (the instant contract, or concurrent
and future contracts), as follows:
CONTRACTOR’S SHARE OF NET ACQUISITION SAVINGS
(Figures in percent)
(Figures in percent)
| Contract Type | Incentive (Voluntary) | Program Requirement (Mandatory) | ||||||||||
| Instant Contract | Concurrent and | Instant Contract | Concurrent and | |||||||||
| Rate | Future Contract | Rate | Future Contract | |||||||||
| Rate | Rate | |||||||||||
Fixed-price(includes fixed- price-award-fee; excludes otherfixed-price
incentive
contracts)
|
(1) 50 | (1) 50 | 1 (25) | 25 | ||||||||
Incentive (fixed-
price or cost)
(other than
award fee)
|
(2 | ) | (1) 50 | (1) 50 | 25 | |||||||
W911QY-04-D-0034
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| Contract Type | Incentive (Voluntary) | Program Requirement (Mandatory) | ||||||||||
| Instant Contract | Concurrent and | Instant Contract | Concurrent and | |||||||||
| Rate | Future Contract | Rate | Future Contract | |||||||||
| Rate | Rate | |||||||||||
Cost-
reimbursement
(includes cost-
plus-award-fee;
excludes other
cost-type
incentive
Contracts)
|
(3) 25 | (3) | 15 | 15 | ||||||||
| (1) | The Contracting Officer may increase the Contractor’s sharing rate to as high as 75 percent for each VECP. | |
| (2) | Same sharing arrangement as the contract’s profit or fee adjustment formula. | |
| (3) | The Contracting Officer may increase the Contractor’s sharing rate to as high as 50 percent for each VECP. |
(g) Calculating net acquisition savings.
(1) Acquisition savings are realized when (i) the cost or price is reduced on the instant contract,
(ii) reductions are negotiated in concurrent contracts, (iii) future contracts are awarded, or (iv)
agreement is reached on a lump-sum payment for future contract savings (see subparagraph (i)(4)
below). Net acquisition savings are first realized, and the Contractor shall be paid a share, when
Government costs and any negative instant contract savings have been fully offset against
acquisition savings.
(2) Except in incentive contracts, Government costs and any price or cost increases resulting from
negative instant contract savings shall be offset against acquisition savings each time such
savings are realized until they are fully offset. Then, the Contractor’s share is calculated by
multiplying net acquisition savings by the appropriate Contractor’s percentage sharing rate (see
paragraph (f) above). Additional Contractor shares of net acquisition savings shall be paid to the
Contractor at the time realized.
(3) If this is an incentive contract, recovery of Government costs on the instant contract shall be
deferred and offset against concurrent and future contract savings. The Contractor shall share
through the contract incentive structure in savings on the instant contract items affected. Any
negative instant contract savings shall be added to the target cost or to the target price and
ceiling price, and the amount shall be offset against concurrent and future contract savings.
(4) If the Government does not receive and accept all items on which it paid the Contractor’s
share, the Contractor shall reimburse the Government for the proportionate share of these payments.
(h) Contract adjustment. The modification accepting the VECP (or a subsequent modification issued
as soon as possible after any negotiations are completed) shall—
(1) Reduce the contract price or estimated cost by the amount of instant contract savings, unless
this is an incentive contract;
(2) When the amount of instant contract savings is negative, increase the contract price target
price and ceiling price, target cost, or estimated cost by than amount;
(3) Specify the Contractor’s dollar share per unit on future contracts, or provide the lump-sum
payment:
(4) Specify the amount of any Government costs or negative instant contract savings to be offset in
determining net acquisition savings realized from concurrent or future contract savings; and
(5) Provide the Contractor’s share of any net acquisition savings under the instant contract in
accordance with the following:
(i) Fixed-price contracts—add to contract price.
W911QY-04-D-0034
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(ii) Cost-reimbursement contracts—add to contract fee.
(i) Concurrent and future contract savings.
(1) Payments of the Contractor’s share of concurrent and future contract savings shall he made by a
modification to the instant contract in accordance with subparagraph (h)(5) above. For incentive
contracts, shares shall be added as a separate firm-fixed-price line item on the instant contract.
The Contractor shall maintain records adequate to identify the first delivered unit for 3 years
after final payment under this contract.
(2) The Contracting Officer shall calculate the Contractor’s share of concurrent contract savings
by (i) subtracting from the reduction in price negotiated on the concurrent contract any Government
costs or negative instant contract savings not yet offset and (ii) multiplying the result by the
Contractor’s sharing rate.
(3) The Contracting Officer shall calculate the Contractor’s share of future contract savings by
(i) multiplying the future unit cost reduction by the number of future contract units scheduled for
delivery during the sharing period, (ii) subtracting any Government costs or negative instant
contract savings not yet offset, and (iii) multiplying the result by the Contractor’s sharing rate.
(4) When the Government wishes and the Contractor agrees, the Contractor’s share of future contract
savings may be paid in a single lump sum rather than in a series of payments over time as future
contracts are awarded. Under this alternate procedure, the future contract savings may be
calculated when the VECP is accepted, on the basis of the Contracting Officer’s forecast of the
number of units that will be delivered during the sharing period. The Contractor’s share shall be
included in a modification to this contract (see subparagraph (h)(3) above) and shall not be
subject to subsequent adjustment.
(5) Alternate no-cost settlement method. When, in accordance with subsection 48.104-4 of the
Federal Acquisition Regulation, the Government and the Contractor mutually agree to use the no-cost
settlement method, the following applies:
(i) The Contractor will keep all the savings on the instant contract and on its concurrent
contracts only.
(ii) The Government will keep all the savings resulting from concurrent contracts placed on other
sources, savings from all future contracts, and all collateral savings.
(j) Collateral savings. If a VECP is accepted, the Contracting Officer will increase the instant
contract amount, as specified in paragraph (h)(5) of this clause, by a rate from 20 to 100 percent,
as determined by the Contracting Officer, of any projected collateral savings determined to be
realized in a typical year of use after subtracting any Government costs not previously offset.
However, the Contractor’s share of collateral savings will not exceed the contract’s
firm-fixed-price, target price, target cost, or estimated cost, at the time the VECP is accepted,
or $100,000, whichever is greater. The Contracting Officer will be the sole determiner of the
amount of collateral savings.
(k) Relationship to other incentives. Only those benefits of an accepted VECP not rewardable under
performance, design-to-cost (production unit cost, operating and support costs, reliability and
maintainability), or similar incentives shall be rewarded under this clause. However, the targets
of such incentives affected by the VECP shall not be adjusted because of VECP acceptance. If this
contract specifies targets but provides no incentive to surpass them, the value engineering sharing
shall apply only to the amount of achievement better than target.
(l) Subcontracts. The Contractor shall include an appropriate value engineering clause in any
subcontract of $100,000 or more and may include one in subcontracts of lesser value. In
calculating any adjustment in this contract’s price for instant contract savings (or negative
instant contract savings), the Contractor’s allowable development and implementation costs shall
include any subcontractor’s allowable development and
implementation costs, and any value engineering incentive payments to a subcontractor, clearly
resulting from a VECP accepted by the Government under this contract. The Contractor may choose
any arrangement for
W911QY-04-D-0034
Page 149 of 150
subcontractor value engineering incentive payments; provided, that the payments
shall not reduce the Government’s share of concurrent or future contract savings or collateral
savings.
(m) Data. The Contractor may restrict the Government’s right to use any part or a VECP or the
supporting data by marking the following legend on the affected parts:
“These data, furnished under the Value Engineering clause of contract . . . . . . . . . . , shall
not be disclosed outside the Government or duplicated, used or disclosed, in whole or in part, for
any purpose other than to evaluate a value engineering change proposal submitted under the clause.
This restriction does not limit the Government’s right to use the information contained in these
data if it has been obtained or is otherwise available from the Contractor or from another source
without limitations.”
If a VECP is accepted, the Contractor hereby grants the Government unlimited rights in the VECP and
supporting data, except that, with respect to data qualifying and submitted as limited rights
technical data, the Government shall have the rights specified in the contract modification
implementing the VECP and shall appropriately mark the data. (The terms “unlimited rights” and
“limited rights” are defined in Part 27 of the Federal Acquisition Regulation.)
(End of clause)
52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
This contract incorporates one or more clauses by reference, with the same force and effect as if
they were given in full text. Upon request, the Contracting Officer will make their full text
available. Also, the full text of a clause may be accessed electronically at this/these
address(es)
http:// FARSITE.HILL.AF.MIL/ http://www.arnet.gov/far/
(End of clause)
52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)
(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter
1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date
of the clause.
(b) The use in this solicitation or contract of any Department of Defense Federal Acquisition
Regulation Supplement (48 CFR Chapter 2) clause with an authorized deviation is
indicated by the addition of “(DEVIATION)” after the name of the regulation.
(End of clause)
W911QY-04-D-0034
Page 150 of 150
Section J – List of Documents, Exhibits and Other Attachments
Exhibit/Attachment Table of Contents
| DOCUMENT TYPE | DESCRIPTION | PAGES | DATE | |||||
Exhibit A
|
CLIN 0003, 1003, 2003, 3003 and 4003 Exhibit(s) for Categories of Labor | 2 | 10 Sep 04 | |||||
Attachment 1
|
Contract Security Classification Specification, DD Form 254 | 2 | 10 Sep 04 | |||||
Exhibit 10.19
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
| AWARD/CONTRACT |
1. | THIS CONTRACT IS A RATED ORDER | 4 | RATING | Page 1 of ____ | |||||||||||||
| UNDER DPAS (15 CFR 700) | DOA2 | |||||||||||||||||
| 2. | CONTRACT (Proc. Inst. Ident.) No. | 3. | EFFECTIVE DATE | 4. | REQUISITION/PURCHASE REQUEST/PROJECT NO. | |||||||||||||
| W58RGZ-04-C-0025 | 2004JAN02 | MT 0139 00 |
||||||||||||||||
| 5. | ISSUED BY | Code | W58RGZ | 6. | ADMINISTERED BY (If Other Than Item 5) | Code | S0512A | |||||||||||
| US ARMY AVIATION & MISSILE COMMAND | DCMA LOS ANGELES | |||||||||||||||||
| AMSAM-AC-CM-A | 16111 PLUMMER STREET | |||||||||||||||||
| MICHAEL DWYER (256) 313-4182 | BLDG 10, 2ND FLOOR | |||||||||||||||||
| REDSTONE ARSENAL AL 35898-5280 | SEPULVEDA, CA 91343 | |||||||||||||||||
| e-mail address: MICHAEL.DWYER@PEOAVK.REDSTONE.ARMY.MIL | SCD a | PAS none | ADP PT hq0339 | |||||||||||||||
| 7. | NAME AND ADDRESS OF CONTRACTOR (No. Street, City, County, State and Zip Code) | 8. | DELIVERY | |||||||||||||||
| AEROVIRONMENT, INC. | o FOB ORIGIN x OTHER (See Below) see schedule | |||||||||||||||||
| 182 SOUTH MYRTLE | 9. | DISCOUNT
FOR PROMPT PAYMENT NONE |
||||||||||||||||
| MONROVIA, CA 91016-3424 | ||||||||||||||||||
| 10. | SUBMIT INVOICES | ITEM | ||||||||||||||||
| TYPE BUSINESS: Other Small Business Performing in U.S. | (4 copies
unless otherwise specified) TO THE ADDRESS SHOWN IN: |
4 | 12 | |||||||||||||||
Code
|
60107 | Facility Code | ||||||||||||||||
11.
|
SHIP TO/MARK FOR | Code | 12. | PAYMENT WILL BE MADE BY | Code | HQ0339 | ||||||||||
| SEE SCHEDULE | DPAS-COLUMBUS, CENTER | |||||||||||||||
| WEST ENTITLEMENT OPERATIONS | ||||||||||||||||
| P. O. BOX 182381 | ||||||||||||||||
| COLUMBUS, OH 43238-2381 | ||||||||||||||||
| 1-800-756-4371 / FAX 614-693-2267 | ||||||||||||||||
| 13. | AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: | 14. | ACCOUNTING AND APPROPRIATION DATA | |||||||||||||
| x 10 U.S.C. 2304(c) (2 ) | o 41 U.S.C. 253(c) ( ) | |||||||||||||||
| SEE SECTION G | ||||||||||||||||
15A. ITEM NO.
|
15B. Schedule of Supplies/Services | 15C. QUANTITY | 15D. UNIT | 15E. UNIT PRICE | 15F. AMOUNT | |||||
SEE SCHEDULE
|
CONTRACT TYPE: | KIND
OF CONTRACT: |
||||||||
| Firm-Fixed-Price | Service Contracts
|
|||||||||
| Fixed Price Redetermination | System Acquisition Contracts
|
|||||||||
| Contract Expiration Date: 2006FEB25 | 15G. TOTAL AMOUNT OF CONTRACT | $[***] | ||||||||
| 16. TABLE OF CONTENTS |
||||||||||
X
|
(Sec) | DESCRIPTION | Page(s) | (X) | Sec | DESCRIPTION | Page(s) | ||||||||||||||||||
| PART I — THE SCHEDULE |
PART II — CONTRACT CLAUSES |
||||||||||||||||||||||||
x
|
A | SOLICITATION/CONTRACT FORM | 1 | x | I | CONTRACT CLAUSES | 54 | ||||||||||||||||||
| x | B | SUPPLIES OR SERVICES AND PRICES/COSTS | 15 | PART III — LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS | |||||||||||||||||||||
| x | C | DESCRIPTION/SPECS./WORK STATEMENT | x | J | LIST OF ATTACHMENTS | 90 | |||||||||||||||||||
| x | D | PACKAGING AND MARKING | 36 | PART IV — REPRESENTATIONS AND INSTRUCTIONS |
|||||||||||||||||||||
x
|
E | INSPECTION AND ACCEPTANCE | 37 | K | REPRESENTATIONS, CERTIFICATIONS AND | ||||||||||||||||||||
x
|
F | DELIVERIES OR PERFORMANCE | 38 | OTHER STATEMENTS OF OFFERORS | |||||||||||||||||||||
x
|
G | CONTRACT ADMINISTRATION DATA | 39 | L | INSTRS., CONDS., AND NOTICES TO OFFERORS | ||||||||||||||||||||
x
|
H | SPECIAL CONTRACT REQUIREMENTS | 43 | M | EVALUATION FACTORS FOR AWARD | ||||||||||||||||||||
| CONTRACTING OFFICER
WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE |
|||||||||||||||||||||||||
17. o CONTRACTOR’S NEGOTIATED AGREEMENT
(Contractor is required to sign this document and
return ___ copies to issuing office.)
Contractor agrees to furnish and deliver all
items or perform all the services set forth or
otherwise identified above and use any
continuation sheets for the consideration stated
herein. The rights and obligations of the parties
to this contract shall be subject to and governed
by the following documents: (a) this
award/contract, (b) the solicitation, if any, and
(c) such provisions, representations,
certifications, and specifications, as are
attached or incorporated by reference herein.
(Attachments are listed herein.)
|
18.
x AWARD (Contractor is not required to sign this
document.) Your offer on Solicitation Number
, including the additions or changes
made by you which additions or changes are set forth in full
above, is hereby accepted as to the items listed above and on
any continuation sheets. This award consummates the contract
which consists of the following documents: (a) the
Government’s solicitation and your offer, and (b) this
award/contract. No further contractual document is necessary. |
|||
19A.
NAME AND TITLE OF SIGNER (Type or print)
|
20A. NAME OF CONTRACTING OFFICER |
|||
19B.
|
NAME OF CONTRACTOR | 19C. DATE SIGNED | 20B. | UNITED STATES OF AMERICA | 20C. DATE SIGNED | |||||
By
|
By | SIGNED REPRINT | ||||||||
| (Signature of person authorized to sign) | (Signature of Contracting Officer) | |||||||||
| NSN 7540-01-152-8069 | 26-106
|
STANDARD FORM 26 (REV. 4-85) |
||
| PREVIOUS EDITIONS UNUSABLE | GPO : 1985 0 - 478-632
|
Prescribed by GSA-FAR (4.8 CFR) 53.214(a) |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 2 of 111 |
|||||||||||||||
CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
SECTION A – SUPPLEMENTAL INFORMATION
THE FOLLOWING MODIFICATIONS HAVE BEEN INCORPORATED
P00001
P00002
P00003
P00006
P00007
P00008
P00010
P00011
P00012
P00013
P00014
P00015
P00016
P00017
P00018
P00020
PZ0005
PZ0009
PS0019
P00002
P00003
P00006
P00007
P00008
P00010
P00011
P00012
P00013
P00014
P00015
P00016
P00017
P00018
P00020
PZ0005
PZ0009
PS0019
Reference No. of Document Being Continued |
Page 3 of 111 |
|||||||||||||||
CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
SECTION A SUPPLEMENTAL INFORMATION
| REGULATORY CASE | TITLE | DATE | ||||||||||
A1 |
52.216 4711 | LETTER CONTRACT (FIXED-PRICE TYPE) (USAAMCOM) | JUN/2004 | |||||||||
Gentlemen:
| 1. | This constitutes a letter contract modification on the terms set forth herein and signifies the intention of the Department of the Army to execute a formal fixed price WITH COST PLUS FIXED FEE CLINs contract modification with you for the delivery of the supplies and the performance of the services as set forth in the enclosure hereto upon the terms and conditions therein stated, which is incorporated herein and made a part hereof for Contract W58RGZ-04-C-0035 as CONTRACT MODIFICATION P00011 on PAN MT 0025-05 | |
| 2. | You are directed, in accordance with the clause entitled “Execution and Commencement of Work” to proceed immediately to commence performance of the work, and to pursue such work with all diligence to the end that the supplies may be delivered or services performed within the time specified in the attached modification. | |
| 3. | In accordance with the clause entitled “Contract Definitization” you shall submit a firm proposal for the articles covered by this letter. Your proposal shall be supported by a cost breakdown submitted in accordance with the instructions at FAR 15.403-5(b)(1) and Table 15-2 of FAR 15.40B. A Certificate of Current Cost or Pricing Data (FAR 15.406-2) shall be submitted upon agreement of contract price. | |
| 4. | Please indicate your acceptance of the foregoing by signing this letter and returning it with all supporting documentation to this office. | |
| 5. | THE NOT TO EXCEED LIABILITY FOR THIS ACTION AS IDENTIFIED BELOW: |
| CONTRACT | ||||||||||||||||||||||||||||||||||||
| CLIN | TYPE | FUNDED AMOUNT | NTE AMOUNT | ACRN | OMA FUND SOURCE | OPA FUND SOURCE | ||||||||||||||||||||||||||||||
0021AA |
FFP | $ | [***] | $ | [***] | AE | $ | [***] | ||||||||||||||||||||||||||||
0022AA |
FFP | $ | [***] | $ | [***] | AE | $ | [***] | ||||||||||||||||||||||||||||
0023AA |
CPFF | $ | [***] | $ | [***] | AC | $ | [***] | ||||||||||||||||||||||||||||
0023AB |
CPFF | $ | [***] | $ | [***] | AD | $ | [***] | ||||||||||||||||||||||||||||
0023AC |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||||||||||||||||||
0024AA |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||||||||||||||||||
0024AB |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||||||||||||||||||
0024AC |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||||||||||||||||||
| FUNDED TOTAL | $ | [***] | NTE TOTAL | $ | [***] | OMA TOTAL | $ | [***] | OPA TOTAL | $ | [***] | |||||||||||||||||||||||||
The not to exceed liability of this action is $[***] which represents 50 percent of
the Not-to-Exceed Ceiling Amount of $[***] and is subject to downward negotiation only.
| 6. | This contract is entered into pursuant to 10 USC 2304(c)(2) and any required justification and approval has been executed. |
Sincerely yours,
SHANNON H. SHELTON
Contracting Officer
Contracting Officer
Executed as of the date shown before:
| BY | ||||||
| DATE | ||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 4 of 111 |
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CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
A-2 5.2 217-4700 PREAMBLE (LETTER CONTRACT DEFINITIZED) (USAAMCOM) NOV/1999
It is understood and mutually agreed between the parties that:
| 1. | This Modification PZ0019 is entered into pursuant to and supersedes the Letter Contract W58RGZ-04C-0025 P00011 and constitutes the definitive contract contemplated by the Letter Contract which contract is completely set forth in the following pages; except that those documents previously provided to the contractor and not again included are listed in Part III, Section J, of this modification and are incorporated herein by reference. | |
| 2. | The work performed by the contractor under the Letter Contract is considered to have been performed pursuant to this definitive contract. | |
| 3. | In the event that this modification contains provisions which may be construed to be inconsistent in any particular way with the provisions of the Letter Contract, then the provisions of this Modification PZ0019 shall be deemed to state the complete agreement and intent of the parties hereto and any rights, duties, and obligations created by the provisions of the Letter Contract which are inconsistent with the terms of this modification are hereby waved, cancelled, and released. |
A-1
|
THE PURPOSE OF THIS MODIFICATION IS TO: |
| a. | REDUCE THE CONTRACTORS PROVIDED NOT TO EXCEED (NTE) PRICE FROM $[***]TO $[***] AS INDICATED IN THE CONTRACTORS EMAIL, SUBJECT: SUAV Raven CFP to GFP Proposal, DATED: Friday, January 30, 2004 4:36 PM. | |
| b. | REPLACE: ATTACHMENT 001 STATEMENT OF WORK DATED 03-DEC-2003 WITH THE REVISED STATEMENT OF WORK DATED 22-JAN-2004. | |
| c. | REPLACE: ATTACHMENT 008 PERFORMANCE BASED PAYMENT SCHEDULED DATED 02 JAN 2004 WITH THE REVISED SCHEDULE DATED 06-FEB-2004. | |
| d. | REVISE CLIN 003 IN ITS ENTIRETY. | |
| e. | DELETE THE FOLLOWING CLAUSES: 52.215-14, 52.234-1, 52.211-8, 52.219-4001, 52.244-2, 53.250-1, 52.249-8, 52.247-5, 52.244-5, 52.242-10, 52.130-6, 52.230-2, 52.223-3, 52.232-35, 252.249-7002, 252.329-7007, 252.225-7028, 252.225-7028, 352.225-7014, 252.222-7004, 252.207-7000. | |
| f. | ADD THE FOLLOWING CLAUSES: 52.215-14 Alt I, 52.245-1, 52.245-2, 52.245-4, 52.247-62, 52.247-55, 52.245-17, 52.345-17 Alt I, 52.243-2 Alt II, 52.332-32, 52.223-11, 52.216-23, 52.215-21, 252.245-7001, 352.217-7027, 252.211-7005, 252.201-7000, 252.245-4001, 252.245-4005. | |
| g. | TO CHANGE THE INSERTED TEXT IN THE FOLLOWING CLAUSES: 52.244-2 INSERT “NONE” AND “NONE”, 253.217-7027 CHANGE $[***] TO READ $[***] 52.216-24 CHANGE $[***] TO READ $[***]. | |
| h. | TO CHANGE THE PERIOD OF PERFORMANCE FOR THE CONTRACT TO REFLECT THE LOGISTICAL SUPPORT THROUGH 30 APRIL 2005. |
A-2
|
AS A RESULT OF THIS MODIFICATION (REDUCTION OF THE NTE) THE TOTAL CONTRACT PRICE IS DECREASED BY $[***]FROM $[***]TO $[***]. | |
A-3
|
ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. |
*** END OF NARRATIVE A 001 ***
A-1
|
THE PURPOSE OF THIS MODIFICATION IS TO CORRECT THE ORIGINAL FACE PAGE OF THE LETTER CONTRACT TO SHOW THE CORRECT ADDRESS OF THE SUPPLIER. |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 5 of 111 |
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CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
A-2
|
THE CONTRACTORS ADDRESS AS SHOWN ON THE LETTER CONTRACT DATED 02 JANUARY 2004 IS CHANGED TO READ: |
| AS READS | AeroVironment, | |||
| 4685 Industrial Street, Unit 3H | ||||
| Simi Valley, California 93063 | ||||
| CHANGED TO READ | AEROVIRONMENT INC | |||
| 825 South Myrtle | ||||
| Monrovia, CA 91016-3424 |
A-3
|
FOR THE PURPOSE OF THIS CONTRACT THE FOLLOWING INFORMATION IS PROVIDED FOR THE FOLLOWING BLOCKS OF THE STANDARD FORM 26: |
| BLOCK #6 | DCMA VAN NUYS | |||
| 6230 VAN NUYS BLVD | ||||
| VAN NUYS, CA 91401-2723 | ||||
| SCD: C PAS: NONE ADP PT: HQ0339 | ||||
| BLOCK #7 | AEROVIRONMENT INC | |||
| 825 SOUTH MYRTLE | ||||
| MONROVIA, CA 91016-3424 | ||||
| CODE: 32067 | ||||
| BLOCK #12 | DEAS – COLUMBUS CENTER | |||
| WEST ENTITLEMENT OPERATION | ||||
| P.O. BOX 182381 | ||||
| COLUMBUS, OH 43218-2381 | ||||
| CODE: HQ0339 |
A-4
|
ALL OTHER TERMS AND CONDITIONS ARE UNCHANGED AND REMAIN IN FULL FORCE AND EFFECT. |
*** END OF NARRATIVE A 003 ***
A-1
|
THE PURPOSE OF THIS MODIFICATION IS TO: |
| 1. | CHANGE THE CAGE CODE TO SHOW THE NEW CAGE CODE FOR THE SEMI VALLEY LOCATION | ||
| 2. | ADD CLAUSES APPLICABLE TO SUPPORT THE OCONUS MAINTENANCE AND REPAIR FUNCTION | ||
| 3. | ASS COST CLAUSES | ||
| 4. | ADD SECTION H CLAUSES FOR THE OCONUS MAINTENANCE AND REPAIR AT A PREVIOUSLY DISCLOSED LOCATION | ||
| 5. | ADD A SHIP TO ADDRESS FOR THE FIRST SHIPMENT |
A-2
|
THE CAGE CODE FOR THE SEMI VALLEY OPERATION AND THE DATA FOR BLOCK #7 OF THE STANDARD FORM 26 IS CHANGED TO READ: |
AeroVironment Inc
68 Moreland Road
Simi Valley, CA 93063
68 Moreland Road
Simi Valley, CA 93063
CAGE CODE 38039
Reference No. of Document Being Continued |
Page 6 of 111 |
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CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
A-3
|
THE FOLLOWING CLAUSES ARE ADDED: |
| 52.217-8 | 52.222-2 | 52.222-29 | 52.223-10 | |||||
| 52.228-3 | 52.232-9 | 52.237-3 | 52.243-4 |
A-4
|
CLAUSES H-2 THROUGH H-4 ARE ADDED TO SECTION H TO PROVIDE DIRECTION FOR THE OCONUS SUPPORT OPERATION. | |
A-5
|
THE SHIP TO ADDRESS FOR THE FIRST SHIPMENT of 10 EACH ON CLIN 0001AA IS: |
436 APS TMO DODAC FB4497
Truck Dock
505 Atlantic Street
Dover Air Force Base, DE 19902
Attn: Ms. Janice Mitchell 302-677-4038
Truck Dock
505 Atlantic Street
Dover Air Force Base, DE 19902
Attn: Ms. Janice Mitchell 302-677-4038
A-6
|
ALL OTHER TERMS AND CONDITIONS ARE UNCHANGED AND REMAIN IN FULL FORCE AND EFFECT. |
*** END OF NARRATIVE A 003 ***
A-2
|
CONTRACT MODIFICATION P0004 WAS NOT ISSUED AND WILL NOT BE ISSUED IN THE FUTURE. | |
A-3
|
THE SCHEDULE HAS BEEN CHANGED TO SHOW THE CURRENT DELIVERIES AND HAS BEEN CHANGED AT THE REQUEST OF THE SUPPLIER AS CONSIDERATION FOR THE LATE ARRIVAL OF GOVERNMENT FURNISHED EQUIPMENT. | |
A-4
|
FAB CLAUSE 52.215-17 IS ADDED AS PART OF THE NEGOTIATED SETTLEMENT. | |
A-5
|
CLIN 0001AB IS ADDED TO THE CONTRACT TO SHOW RAVEN SYSTEMS NOT YET SHIPPED AS OF THE NEGOTIATED SETTLEMENT. | |
A-6
|
PERFORMANCE BASED PAYMENTS RECEIVED BY THE CONTRACTOR ON THIS CONTRACT SHALL BE LIQUIDATED AGAINST ITEMS DELIVERED ON CLINs 0001 AND 0002AA AT A RATE OF ___PERCENT OF THE INVOICED VALUE FOR THE CLIN PAYMENT. ANY PERFORMANCE BASED PAYMENT AMOUNT NOT LIQUIDATED BEFORE THE LAST DELIVERY FROM THE CLINs 0001 AND 0002AA SHALL BE LIQUIDATED SUCH THAT A ZERO BALANCE IS ACHIEVED WITH THE LAST PAYMENT AGAINST THESE CLINs. THE CONTRACTOR SHALL SEPARATELY INVOICE ITEMS FOR CLINs 0001 AND 0002AA SUCH THAT THE VALUE OF THESE ITEMS IS READILY IDENTIFIABLE. | |
A-7
|
THE FOLLOWING ADDITIONS / CHANGES ARE INCORPORATED: |
| – | THE STATEMENT OF WORK DATED 18 AUG 04 Rev B AS REVISED IS ADDED | |||
| – | CDRL A007 FOR THE PERFORMANCE AND COST REPORT IS ADDED | |||
| THE DOCUMENT SUMMARY LIST IS REVISED. |
A-8
|
THE CONTRACTOR SHALL SHIP IN PLACE AND THEN PREPARE FOR SHIPMENT BY GBL TO THE ADDRESS SHOWN BELOW. ALL DELIVERABLES: TO INCLUDE, BUT NOT LIMITED TO: SYSTEMS, SPARES, AND REPAIRED OR REWORKED SYSTEMS OR SPARES, FOR CLINs 1 TO 31 UNLESS DIRECTED OTHERWISE IN WRITING BY THE UAVS PROGRAM OFFICE: |
DODAAC W917VY
Attn SFC Rodriquez/011 965 975 2237
OEF KUWAIT RAVEN EQUIP DETACHMENT
CPR BLDG 6B
CAMP DOHA, KU
Attn SFC Rodriquez/011 965 975 2237
OEF KUWAIT RAVEN EQUIP DETACHMENT
CPR BLDG 6B
CAMP DOHA, KU
A-9
|
THIS MODIFICATION AND THE DEFINITIZATION OF THE CONTRACT RESTRUCTURES THE CLINs 0001 THRU 0003 AND IS CHANGED AS FOLLOWS: |
REMOVES FUNDING TO CLIN 0001AA IN THE
AMOUNT OF |
$ | [***] | FROM | $ | [***] | TO | $ | [***] | ||||||||||||
ADDS FUNDING TO CLIN 0001AB IN THE AMOUNT
OF |
$ | [***] | FROM | $ | [***] | TO | $ | [***] | ||||||||||||
ADDS FUNDING TO CLIN 0002AA IN THE AMOUNT
OF |
$ | [***] | FROM | $ | [***] | TO | $ | [***] | ||||||||||||
REMOVES FUNDING TO CLIN 0002AB IN THE
AMOUNT OF |
$ | [***] | FROM | $ | [***] | TO | $ | [***] | ||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 7 of 111 |
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CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
ADDS FUNDING TO CLIN 0003AA IN THE AMOUNT
OF |
$ | [***] | FROM | $ | [***] | TO | $ | [***] | ||||||||||||
ADDS FUNDING TO CLIN 0003AB IN THE AMOUNT
OF |
$ | [***] | FROM | $ | [***] | TO | $ | [***] | ||||||||||||
ADDS FUNDING TO CLIN 0003AC IN THE AMOUNT
OF |
$ | [***] | FROM | $ | [***] | TO | $ | [***] | ||||||||||||
A-10
|
AS A RESULT OF THESE CHANGES THE TOTAL AMOUNT OF THE CONTRACT IS INCREASED BY $[***]FROM $[***] TO $[***]. |
*** END OF NARRATIVE A 005 ***
A-2
|
THE PURPOSE OF THIS MODIFICATION IS: |
| 1. | TO ADD ADDITIONAL QUANTITIES OF MATERIAL TO THE PRA KITS FOUND AT CLIN 0003AA FOR RELEASE NUMBER 5 THROUGH NUMBER 13 AS CLIN 0002AC. “SUPPLEMENTAL PRA KIT MATERIAL” | ||
| 2. | TO INDICATE THE ADDITIONAL MATERIAL TO BE FURNISHED IN EACH OF THE 30 CLIN 0002AC KITS INDICATED IN ITEM 1 ABOVE AS: |
SUPPLEMENTAL PRA KIT MATERIAL (SOW# 3.3)
| a. | [***] OPERATIONAL SPARES PACKAGE | ||
| b. | [***] AIR VEHICLES | ||
| c. | [***] FUSELAGE CASES | ||
| d. | [***] WING CAGES | ||
| e. | [***] BATTERIES | ||
| f. | [***] BATTERY CHARGER | ||
| g. | [***] GROUND CONTROL UNIT | ||
| h. | [***] REMOTE VIDEO TERMINAL | ||
| i. | [***] PAYLOAD NOSE SHELL, THERMAL FORWARD LOOK | ||
| j. | [***] PAYLOAD NOSE SHELL, THERMAL SIDE LOOK | ||
| k. | [***] PAYLOAD NOSE SHELL, EO DAYLIGHT | ||
| l. | [***] PLASTIC CASE |
| 3. | TO PROVIDE THE SCHEDULE FOR THE SUPPLEMENTAL KITS AS SHOWN IN CLIN 0002AC. |
A-3
|
AS A RESULT OF THIS CHANGE THE TOTAL AMOUNT OF THE CONTRACT IS INCREASED BY $[***]FROM $[***]TO $[***]. | |
A-4
|
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT. |
*** END OF NARRATIVE A 006 ***
A-2
|
THE PURPOSE OF THIS MODIFICATION IS: |
| 1. | TO ADD FOUR ADDITIONAL OPERATOR TRAINING COURSES AS STATEMENT OF WORK (SOW) 3.2.3. (TBD) | ||
| 2. | TO ADD CLIN 0002AC FOR OPERATOR TRAINING SHOWN IN ITEM 1 ABOVE. | ||
| 3. | TO ADD AN ATTACHMENT TO THE SOW FOR PARAGRAPH 3.2.3. TBD |
A-3
|
AS A RESULT OF THIS CHANGE THE TOTAL AMOUNT OF THE CONTRACT IS INCREASED BY $[***] FROM $[***]TO $[***] | |
A-4
|
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT. |
*** END OF NARRATIVE A 007 ***
A-2
|
THE PURPOSE OF THIS MODIFICATION IS TO DEFINITIZE THE LETTER CONTRACT P00006. | |
A-3
|
THE FUNDING FOR CLIN 0002AC IS INCREASED BY $[***] FROM $ TO $[***]. |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 8 of 111 |
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CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
A-4
|
AS A RESULT OF THIS MODIFICATION THE CONTRACT VALUE IS INCREASED BY $[***]FROM $[***]TO[***]$[***]. | |
A-5
|
ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. |
*** END OF NARRATIVE A 008 ***
A-2
|
THE PURPOSE OF THIS MODIFICATION IS TO DEFINITIZE THE NOT-TO-EXCEED PRICE ESTABLISHED UNDER P0007. ISSUED 15 NOVEMBER 2004. FOR THE ADDITIONAL TRAINING OF OPERATORS ON THE RAVEN UNMANNED AERIAL VEHICLE (UAV). THIS EFFORT WAS INCORPORATED BY PARAGRAPH 3.2.3 TBD: OF THE STATEMENT OF WORK AND PLACED ON CONTRACT AT CLIN 0002AD. | |
A-3
|
CLIN 0002AD IS CHANGED FROM FIRM FIXED PRICE TO COST PLUS FIXED FEE. THE NUMBER OF CLASSES IS INCREASED FROM 4 EACH TO 10 EACH. | |
A-4
|
THE FOLLOWING BREAKOUT PROVIDES THE ESTIMATED COST, FEE, AND TOTAL COST FOR THE ADDITIONAL OPERATOR TRAINING: |
| LETTER CONTRACT DEFINITIZATION | SIX ADDED CLASSES | REVISED TOTAL FOR CLIN 0002AD | ||||||||||
ESTIMATED COSTS |
$ | [***] | $ | [***] | $ | [***] | ||||||
FIXED FEE |
[***] | [***] | [***] | |||||||||
TOTAL CPFF |
$ | [***] | $ | [***] | $ | [***] | ||||||
A-5
|
FUNDING FOR CLIN 0002AD HAS BEEN PROVIDED AS FOLLOWS: |
| P0007 | $[***] | |||
| THIS MO | $[***] | |||
| TOTAL CLIN | $[***] |
A-6
|
THE TOTAL OBLIGATED DOLLAR VALUE OF THE CONTRACT IS INCREASED BY $[***] TO $[***] | |
A-7
|
ALL OTHER TERMS AND CONDITION REMAIN UNCHANGED. |
*** END OF NARRATIVE A 009 ***
A-1
|
THE PURPOSE OF THIS MODIFICATION IS TO ESTABLISH A NOT-TO-EXCEED AMOUNT FOR REHABILITATION, RECONSTITUTION AND REPAIR OF DAMAGED SMALL UNMANNED AERIAL VEHICLE (RAVEN) UNIQUE EQUIPMENT, OVER AND ABOVE CURRENT LEVELS, IN ACCORDANCE WITH THE ATTACHED STATEMENT OF WORK PARAGRAPH 3.2.3.2.1 AND THE SECTION H-7 CLAUSE. |
| (1) | IN THE PERFORMANCE OF THE EFFORT FOR THIS MODIFICATION, THE TOTAL NOT-TO-EXCEED AMOUNT AGREED TO BY BOTH PARTIES, IS $[***] SUBJECT TO DOWNWARD NEGOTIATION ONLY. THE CONTRACTOR IS NOT ALLOWED TO MAKE EXPENDITURES OR INCUR OBLIGATION EXCEEDING $[***]. | ||
| (2) | THIS EFFORT IS FUNDED WITH FY05 GLOBAL WAR ON TERRORISM (GWOT) RESET OPERATION AND MAINTENANCE (O&M) FUNDS. THESE FUNDS ARE SET FORTH ON CLIN 0005AA. | ||
| (3) | IT IS INTENDED TO DEFINITIZE THIS MODIFICATION ON A COST PLUS FIXED FEE BASIS. THE CONTRACTOR’S PROPOSAL SHALL BE SUBMITTED ON THIS BASIS. | ||
| (4) | AS A RESULT OF THIS MODIFICATION THE TOTAL CONTRACT AMOUNT IS HEREBY INCREASED BY $[***] FROM [***]$[***] TO A REVISED TOTAL OF $[***] |
A-2
|
SPECIAL PROVISION “H-XX CONTRACT EXPENDITURES . . .” ADDED BY MODIFICATION P0009 IN NARRATIVE H 002 IS CORRECTED TO READ: | |
| “H-05 CONTRACT EXPENDITURES” | ||
A-3
|
SPECIAL PROVISION H 07 ENTITLED “OVER AND ABOVE” IS HEREBY INCORPORATED INTO SECTION H OF THE CONTRACT | |
A-4
|
CLIN 0005 IS ADDED TO THE CONTRACT AS A COST PLUS FIXED FEE LINE ITEM. |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 9 of 111 |
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CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
A-5
|
STATEMENT OF WORK PARAGRAPH 3.2.1.3.1 TITLED “OVER AND ABOVE” IS ADDED AS AN ATTACHMENT TO THE CONTRACT. | |
A-6
|
THE PERIOD OF PERFORMANCE ON THE CONTRACT IS EXTENDED TO 05 OCT 05 TO PERMIT THE EFFORT CALLED OUT IN THIS MODIFICATION. | |
A-7
|
EXCEPT AS PROVIDED HEREIN, ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT. |
*** END OF NARRATIVE A 010 ***
A-2
|
THE FOLLOWING EXHIBIT / ATTACHMENTS ARE HEREBY INCORPORATED INTO THE CONTRACT AND ARE APPLICABLE TO THE FOLLOWING CLINs 0021, 0022, 2223, 0024 AND 0025. |
| (1) | ATTACHMENT 012 STATEMENT OF WORK. | ||
| (2) | ATTACHMENT 013 DOCUMENT SUMMARY LIST. | ||
| (3) | ATTACHMENT 014 CONTRACT SECURITY CLASSIFICATION (DD245). | ||
| (4) | ATTACHMENT 015 SECURITY CLASSIFICATION GUIDE w/ ATTACHMENTS. | ||
| (5) | ATTACHMENT 016 INTELLIGENCE ADDENDUM TO 254, and | ||
| (6) | EXHIBIT B CONTRACT DATA REQUIREMENTS LIST (DD1423-1) |
A-3
|
AS A RESULT OF THIS MODIFICATION, THE TOTAL CONTRACT VALUE IS INCREASED BY $[***]FROM $[***]TO $[***] | |
A-4
|
ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. |
*** END OF NARRATIVE A 011 ***
A-1
|
The purpose of this modification is to: |
| a. | Add additional funding to CLINs 0003AA and 0003AC as shown below: |
| New CLIN | Funding CLIN | Funding Increased | New CLIN Value | |||
0003AD
|
0003AA | $[***] | $[***] | |||
0003AE
|
0003AC | $[***] | $[***] |
The funding is added in response to Aero Vironments letter dated 21 February.
Request for Realignment of funds.
Reference: 05-KK-50936-0054. The costs were for additional Government directed efforts in
support of the contract and the higher than anticipated operational tempo within the theater
of operation. The funding is based upon the contractors Estimate To Complete (ETC) the
effort through the balance of the period of performance.
| b. | Change the schedule for the last three shipments of FRA Kits called out on CLIN 0002AA are change as shown below: |
| As reads | Changed to read | |||||
| DEL REL CD | Qty | DEL DATE | DEL DATE | |||
0011 |
5 | 25 FEB 2005 | 29-MAY-2005 |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 10 of 111 |
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CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
0012 |
5 | 15-MAR-2005 | 30-MAY-2005 | |||||||||
0013 |
5 | 6-APR-2005 | 31-MAY-2005 | |||||||||
The change in delivery schedule is consideration to the contractor for the late shipment
of Government Furnished Property used in the kits that caused delays in contractors
performance.
| c. | Correct administrative errors: | ||
| The clause 52 217-4700 used for Modification PZ0009 is removed. | |||
| The clause 52 233-4000 used for the original contract award is removed. |
A-2
|
As a result of this action the total contact value is increased by $[***]from $[***]to $[***]. | |
A-3
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 012 ***
A-1
|
The purpose of this modification is to: |
| a. | Add an additional Performance Based Payment associated with CLIN 0021AA. | ||
| b. | Add Attachment 017 “SUAV Bridge Requirements Raven Performance Based Payment Schedule” and Attachment 018 “Purchase Order Listing” to the contract. | ||
| c. | Convert Attachments: 003, 007, 008, 009, 010, 011, 012, and 013, from paper copies to electronic copies per the request of DCMA. All other Attachments remain as paper copies. | ||
| d. | Correct an administrative error: | ||
| The schedule change shown at narrative A 0012 included in modification P00012 was not incorporated into the CLIN 0002AA. The delivery schedule for CLIN is revised to show the previously agreed upon delivery schedule. |
A-2
|
As a result of this action the total contact value is increased by $$[***]from $[***]to $[***]. | |
A-3
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 013 ***
A-1
|
The purpose of this modification is to: |
| a. | Add the following Government Furnished Property to the Contract: |
| 1. Each Trailer | ||||
| Make: | [***] | |||
| Year: | 2005 | |||
| Model Number: | [***] | |||
| VIN#: | [***] |
| B. | Correct administrative errors in Modification P00013 | ||
| 1. | The Attachment 017 “SUAV Bridge Requirements – Raven Performance Based Payment Schedule” is corrected as shown below: |
| AS READS | CHANGED TO READ | |||||
| MILESTONE | EVENT | MILESTONE | EVENT | |||
1 |
RELEASED | 10 | RELEASED | |||
| POs | POs | |||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 11 of 111 |
|||||||||||||||
CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
| 2. | Correct the Section G narrative for P00012 to show the milestone for that change to be milestone 10 vice milestone 01. |
A-2
|
As a result of this action the total contact value is increased by $[***]from $[***]to $[***] | |
A-3
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 014 ***
A-1
|
The purpose of this modification is to change the required delivery schedule for CLINs 00021AA; 00022AA (see CLINs for schedule; and to change the ship to address for all remaining hardware). | |
A-2
|
Aero Vironment is to use the ship to address shown below for all remaining hardware, unless otherwise directed by the Contracting Officer in writing: | |
| USA AMCOM/UAVS | ||
| ATTN: Tim Bright (DSN 256-684-1840) | ||
| SAPPER AVE | ||
| LGA ANACONDA | ||
| BALAD, IRAQ (W9115T) | ||
A-3
|
As a result of this action the total contract value is increased by $[***]from $[***]to $[***] | |
A-4
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 015 ***
A-1
|
The purpose of this modification is to: |
To replace attachment 002 to incorporate a revision to the RAVEN System Specification, REV
C dated 03 June 2005, as a result of ECPs [***]
[***]
To change the period of performance ending date for CLIN 0002AD to read 30 September 2005,
reference AeroVironment letter 05-KK-50936-092-P1, dated 02 June 2005.
PAN#MT-0112-05
PAN#MT-0112-05
To update the noun for the part number shown on CLIN 0022AA.
A-2
|
As a result of this action the total contract value is increased by $[***]from $[***]to $[***] | |
A-3
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 016 ***
A-1
|
The purpose of this modification is to: |
To change the required delivery schedule for relevant number 003 and 004 of CLIN 0021RA as
shown below.
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 12 of 111 |
|||||||||||||||
CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
| AS READS | CHANGED TO READ | |||||||||||||||||||
| DEL | REL CD | QUANTITY | DEL DATE | QUANTITY | DEL DATE | |||||||||||||||
001 |
[***] | 03-JUN-2005 (E) | ||||||||||||||||||
002 |
[***] | 24-JUN-2005 (E) | ||||||||||||||||||
003 |
[***] | 08-JUL-2005 (E) | [***] | 15-JUL-2005 (E) | ||||||||||||||||
004 |
[***] | 22-JUL-2005 (E) | [***] | 29-JUL-2005 (E) | ||||||||||||||||
005 |
[***] | 12-AUG-2005 (E) | ||||||||||||||||||
BALANCE OF RELEASES NO CHANGE
PAN#MT 0118-05
A-2
|
As a result of this action, the total contract value is increased by $[***]from $[***]to $[***] . | |
A-3
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 017 ***
A-1
|
The purpose of this modification is to: |
| I | (PAN # MT-0130-05) Increase the funding of the letter contract as shown at clause 52-216-4711 paragraph 5. The funding is increased as shown below: |
| CLIN | AMOUNT INCREASED | REVISED FUNDED AMOUNT | ||||||
0021AA |
$[***] | $ | [***] | |||||
0022AA |
$[***] | $ | [***] | |||||
0023AA |
$[***] | $ | [***] | |||||
0023AB |
$[***] | $ | [***] | |||||
0023AC |
$[***] | $ | [***] | |||||
0024AA |
$[***] | $ | [***] | |||||
0024AB |
$[***] | $ | [***] | |||||
0024AC |
$[***] | $ | [***] | |||||
TOTAL ADDED |
$[***] | [***]$[***] | ||||||
THE REVISED PARAGRAPH 5 READS AS SHOWN BELOW:
| 5. | THE NOT TO EXCEED LIABILITY AMOUNT FOR THIS ACTION IS IDENTIFIED BELOW: |
| CLIN | TYPE | FUNDED AMOUNT | NTE AMOUNT | ACRN | OMA FUND SOURCE | OPA FUND SOURCE | ||||||||||||||
0021AA |
FFP | $[***] | $ | [***] | AE | $ | [***] | |||||||||||||
0022AA |
FFP | $[***] | $ | [***] | AE | $ | [***] | |||||||||||||
0023AA |
CPFF | $[***] | $ | [***] | AC | $ | [***] | |||||||||||||
0023AB |
CPFF | $[***] | $ | [***] | AD | $ | [***] | |||||||||||||
0023AC |
CPFF | $[***] | $ | [***] | AF | $ | [***] | |||||||||||||
0024AA |
CPFF | $[***] | $ | [***] | AF | $ | [***] | |||||||||||||
0024AB |
CPFF | $[***] | $ | [***] | AF | $ | [***] | |||||||||||||
0024AC |
CPFF | $[***] | $ | [***] | AF | $ | [***] | |||||||||||||
FUNDED TOTAL |
$[***] | NTE TOTAL $[***] | OMA TOTAL | $ | [***] | OPA TOTAL $[***] | ||||||||||||||
The not to exceed liability of this action is[***]$[***] which
represents 75 percent of the Not-To-Exceed Ceiling Amount of[***]$[***] and is subject to downward negotiation only.
A-2
|
PAN #: MT 0124 05; Add DFARS Clause 252.211.2003 ITEM IDENTIFICATION AND VALUATION to the contract. |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 13 of 111 |
|||||||||||||||
CONTINUATION SHEET |
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||||||
A-3
|
As a result of this action, the total contract value is increased by $[***]from $[***]to $[***] . | |
A-4
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 018 ***
A-2
|
The purpose of this modification is to: |
| a. | Definitize the letter contract issued as P00011 known as RAVEN BRIDGE | ||
| b. | Add CLINs 0021AB; 00231C; 0023AE; AND 0024AD | ||
| These CLINS are added as a result of negotiations for the purpose of adding the efforts called out as shown below: |
| CLIN | NOUN | CLIN Type | WBS | SOW Paragraph | Value | |||||||||
0021AB |
TOC Kits | FFP | [***] | 3.1.2 | $ | [***] | ||||||||
0021AC |
TUTOR | FFP | [***] | 3.1.3 | $ | [***] | ||||||||
0023AD |
OCONUS NET | CPFF | [***] | 3.2.3.1.4.2 | $ | [***] | ||||||||
0023AE |
OCONUS REPLEN TRAINING | CPFF | [***] | 3.2.3.1.4.2 | $ | [***] | ||||||||
0024AD |
CLS | CPFF | [***] | 3.2.3.2 | $ | [***] | ||||||||
c. The total funding for the CLINs affected in this action areas identified below:
| CLIN | TYPE | FUNDED AMOUNT | ACRN | OMA FUND SOURCE | OPA FUND SOURCE | |||||||||||||||
0021AA |
FFP | $ | [***] | AE | $ | [***] | ||||||||||||||
0021AB |
FFP | $ | [***] | AE | $ | [***] | ||||||||||||||
0021AC |
FFP | $ | [***] | AE | $ | [***] | ||||||||||||||
0022AA |
FFP | $ | [***] | AE | $ | [***] | ||||||||||||||
0023AA |
CPFF | $ | [***] | AC | $ | [***] | ||||||||||||||
0023AB |
CPFF | $ | [***] | AD | $ | [***] | ||||||||||||||
0023AC |
CPFF | $ | [***] | AF | $ | [***] | ||||||||||||||
0023AD |
CPFF | $ | [***] | AH | $ | [***] | ||||||||||||||
0023AE |
CPFF | $ | [***] | AF | $ | [***] | ||||||||||||||
0024AA |
CPFF | $ | [***] | AF | $ | [***] | ||||||||||||||
0024AB |
CPFF | $ | [***] | AF | $ | [***] | ||||||||||||||
0024AC |
CPFF | $ | [***] | AF | $ | [***] | ||||||||||||||
0024AD |
CPFF | $ | [***] | AD | $ | [***] | ||||||||||||||
FUNDED TOTAL |
$ | [***] | OMA | OMA TOTAL $[***] | OMA TOTAL: $[***] | |||||||||||||||
(NOTE: See P00020 for the establishment of the final funding levels for CLINs 0023AA; 0023AB; 0023AC and 0024AA.)
A-3
|
As a result of this action, the total contract value is increased by[***]$[***]from $[***]to $[***] . | |
A-4
|
All other terms and conditions remain unchanged and in full effect. |
*** END OF NARRATIVE A 019 ***
A-1
|
THE PURPOSE OF THIS MODIFICATION IS TO DEOBLIGATE MONEY FROM CLINs 0023AA; 0023AB; 0023AC; AND 0024AA WHICH WILL BE LATER OBLIGATED TO DIFFERENT CLINs ON THE DEFINITIATION MODIFICATION (PZ0019). THE CHANGES ARE AS SHOWN BELOW: | |
| CLIN CURRENT OBLIGATION AMOUNT DEOBLIGATED REVISED OBLIGATION |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 14 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
0023AA |
$ | [***] | $ | [***] | $ | [***] | ||||||
0023AB |
$ | [***] | $ | [***] | $ | [***] | ||||||
0023AC |
$ | [***] | $ | [***] | $ | [***] | ||||||
0024AA |
$ | [***] | $ | [***] | $ | [***] |
| THIS DEOBLIGATION IS REQUIRED TO REDUCE THE LEVEL OF OBLIGATION TO MEET THE LEVEL OF FUNDING REQUIRED FOR DEFINITIZATION OF THE LETTER CONTRACT MODIFICATION P0011 KNOWN AS RAVEN BRIDGE. | ||
A-2
|
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND IN FULL EFFECT. | |
A-3
|
AS A RESULT OF THIS ACTION, THE TOTAL CONTRACT VALUE IS REDUCED BY[***]$[***]FROM $[***]TO $[***] |
*** END OF NARRATIVE A 020 ***
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 15 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | ||||
| REPRINT | ||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| ITEM NO | SUPPLIES/SERVICES | QUANTITY | UNIT | UNIT PRICE | AMOUNT | |||||||
| SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS | ||||||||||||
0001 |
170 EA SMALL UAV SYSTEMS [***] | EA | ||||||||||
| NSN: 0000-00-000-0000 | ||||||||||||
| NOUN: RAVEN SYSTEMS | ||||||||||||
| SECURITY CLASS: UNCLASSIFIED | ||||||||||||
0001AA |
50 EA SUAV – RAVEN SYSTEMS [***] | 50 | EA | $[***] | $[***] | |||||||
| CLIN CONTRACT TYPE: | ||||||||||||
| Firm-Fixed-Price | ||||||||||||
| NOUN: W58RGZ-04-C-0025 / RAVEN SYS | ||||||||||||
| PRON: 904R44A3D9 PRON AMD: 03 ACRN: AA | ||||||||||||
| AMS CD: 539000017194 | ||||||||||||
| Packaging and Marking | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance | ||||||||||||
| DOC | SUPPL | |||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||
| 001 | W810HH40059002 | Y00000 | M | 1 |
| PROJ CD BRK BLK PT | ||||||||
| GGK |
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||
001 |
[***] |
10-MAY-2004 |
||||||||||
002 |
[***] |
12-MAY-2004 |
||||||||||
003 |
[***] |
14-MAY-2004 |
||||||||||
004 |
[***] |
28-MAY-2004 |
||||||||||
005 |
[***] |
04-JUN-2004 |
||||||||||
006 |
[***] |
10-JUN-2004 |
||||||||||
007 |
[***] |
28-JUN-2004 |
||||||||||
008 |
[***] |
30-JUN-2004 |
||||||||||
009 |
[***] |
12-JUL-2004 |
||||||||||
010 |
[***] |
26-JUL-2004 |
||||||||||
011 |
[***] |
30-JUL-2004 |
||||||||||
| FOB POINT: ORIGIN | ||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 16 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE | |||||||||||||
| (SHIP TO) WILL BE FURNISHED BY THE | ||||||||||||||
| GOVERNMENT 30 DAYS PRIOR TO THE | ||||||||||||||
| SCHEDULED DELIVERY DATE FOR ITEMS | ||||||||||||||
| REQUIRED UNDER THIS REQUISITION. | ||||||||||||||
| 0001AB | 120 EA SUAV — RAVEN — [***] | 120 | EA | $[***] | $ | [***] | ||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Firm-Fixed-Price | ||||||||||||||
| NOUN: W58RGZ-04-C-0025 / RAVEN SYS | ||||||||||||||
| PRON: 904R44A3D9 PRON AMD: 03 ACRN: AA | ||||||||||||||
| AMS CD: 539000017194 | ||||||||||||||
| Packaging and Marking | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DOC | SUPPL | |||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||
| 001 | W810HH40059002 | Y00000 | M | 1 | ||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||
| GGK |
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||
001 |
[***] |
13-AUG-2004 |
||||||||||
002 |
[***] |
27-AUG-2004 |
||||||||||
003 |
[***] |
10-SEP-2004 |
||||||||||
004 |
[***] |
24-SEP-2004 |
||||||||||
005 |
[***] |
08-OCT-2004 |
||||||||||
006 |
[***] |
02-OCT-2004 |
||||||||||
007 |
[***] |
05-NOV-2004 |
||||||||||
008 |
[***] |
15-NOV-2004 |
||||||||||
009 |
[***] |
10-DEC-2004 |
||||||||||
010 |
[***] |
17-DEC-2004 |
||||||||||
| FOB POINT: ORIGIN | ||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE | |||||||||
| (SHIP TO) WILL BE FURNISHED BY THE | ||||||||||
| GOVERNMENT 30 DAYS PRIOR TO THE | ||||||||||
| SCHEDULED DELIVERY DATE FOR ITEMS | ||||||||||
| REQUIRED UNDER THIS REQUISITION. |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 17 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | ||||
| REPRINT | ||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
0002 |
SYSTEMS SUPPORT (FRA KIT) [***] | 37 | EA | |||||||||
| NSN: 0000-00-000-0000 | ||||||||||||
| SECURITY CLASS: UNCLASSIFIED | ||||||||||||
0002AA |
FRA KITS - 37 EACH | 37 | EA | $[***] | $ | [***] | ||||||
| CLIN CONTRACT TYPE: | ||||||||||||
| Firm-Fixed-Price | ||||||||||||
| NOUN: W58RGZ-04-C-0025 / RAVEN SYS | ||||||||||||
| PRON: 904R44A3D9 PRON AMD: 03 ACRN: AB | ||||||||||||
| AMS CD: 53900017 | ||||||||||||
| Packaging and Marking | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance |
| DOC | SUPPL | |||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||
| 001 | W810HH40059002 | Y00000 | M | 1 |
| PROJ CD BRK BLK PT | ||||||||
| GGK |
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||
001 |
[***] |
20-MAY-2004 |
||||||||||
002 |
[***] |
17-JUN-2004 |
||||||||||
003 |
[***] |
23-JUL-2004 |
||||||||||
004 |
[***] |
27-AUG-2004 |
||||||||||
005 |
[***] |
24-SEP-2004 |
||||||||||
006 |
[***] |
22-OCT-2004 |
||||||||||
007 |
[***] |
19-NOV-2004 |
||||||||||
008 |
[***] |
17-DEC-2004 |
||||||||||
009 |
[***] |
14-JAN-2005 |
||||||||||
010 |
[***] |
21-JAN-2005 |
||||||||||
011 |
[***] |
29-MAY-2005 |
||||||||||
012 |
[***] |
30-MAY-2005 |
||||||||||
013 |
[***] |
31-MAY-2005 |
||||||||||
| FOB POINT: ORIGIN | ||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 18 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||||||||||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||||||||||||||||||||
| 0002AB | DELETED | EA | $[***] | |||||||||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||||||||
| Firm-Fixed-Price | ||||||||||||||||||||||||||||||
| NOUN: W58RGZ-04-C-0025 / RAVEN SYS | ||||||||||||||||||||||||||||||
| PRON: 904R44A3D9 PRON AMD: 04 ACRN: AA | ||||||||||||||||||||||||||||||
| AMS CD. 539000017194 | ||||||||||||||||||||||||||||||
THE UNIT PRICE SHOWN IS UNDEFINITIZED. THE
NOT-TO-EXCEED PRICE IS FOR THE TOTAL CONTRACT VALUE
AND NOT FOR ANY INDIVIDUAL CLIN VALUE. THE
CONTRACTOR IS NOT AUTHORIZED TO EXCEED THE FUNDING
LIMITATION OF $[***] FOR ALL CLINs AS
STATED IN THE GOVERNMENT’S CONTRACT CHANGE TO THIS
CONTRACT BY MODIFICATION P0001 |
||||||||||||||||||||||||||||||
| (End of Narrative B001) | ||||||||||||||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||||||||
| 001 | W810HH40059002 | Y00000 | M | 1 | ||||||||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||||||||
| GGK | ||||||||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||||||||||||||
| 001 | 0 | 31-DEC-2004 | ||||||||||||||||||||||||||||
| FOB POINT: ORIGIN | ||||||||||||||||||||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||||||||||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 19 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| 0002AC | SUPPLEMENTAL FRA KIT MATERIAL | 30 | EA | $[***] | $[***] | |||||||||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||||||||||
| Firm-Fixed-Price | ||||||||||||||||||||||||||||||||
| NOUN: W58RGZ-04-C-0025 / 0002AA | ||||||||||||||||||||||||||||||||
| PRON: 9U4R44A1D9 PRON AMD: 03 ACRN: AA | ||||||||||||||||||||||||||||||||
| AMS CD: 539000017194 | ||||||||||||||||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||||||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||||||||||||||||
| 001 | W810HH42509001 | Y00000 | M | 1 | ||||||||||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||||||||||||||||
| GGK | ||||||||||||||||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||||||||||||||||
| 001 | 30 | 31-MAY-2005 | ||||||||||||||||||||||||||||||
| FOB POINT: ORIGIN | ||||||||||||||||||||||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||||||||||||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||||||||||||||||||||||
| 0003AD | NEW EQUIPMENT TRAINING | LO | $[***] | |||||||||||||||||||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||||||||||||||||||||
| NOUN: RAVEN W58RGZ-04-C-0025 | ||||||||||||||||||||||||||||||||
| PRON: 9U4R44A1D9 PRON AMD: 03 ACRN: AC | ||||||||||||||||||||||||||||||||
| AME CD: 53900017178 | ||||||||||||||||||||||||||||||||
| THE TOTAL COST OF CLIN 0002AD IS: | ||||||||||||||||||||||||||||||||
| ESTIMATED BASE PRICE: | $ | [***] | ||||||||||||||||||||||||||||||
| FIXED FEE: | [***] | |||||||||||||||||||||||||||||||
| TOTAL ESTIMATED CPFF: | $ | [***] | ||||||||||||||||||||||||||||||
| (End of narrative B001) | ||||||||||||||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||||||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||||||||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 20 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 30-SEP-2005 | ||||||||||||
| $[***] | ||||||||||||||
| 0003 | LOGISTICAL SUPPORT | LO | $[***] | |||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| 0003AA | OCONUS LOGISTICS SUPPORT — FWD DEPOT | 1 | LO | $[***] | ||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||
| NOUN: W58RGZ-04-C-0025 / CLS | ||||||||||||||
| PRON: 9U4R44A4D9 PRON AMD: 02 ACRN: AB | ||||||||||||||
| AMS CD: P5390017 | ||||||||||||||
| THE TOTAL COST OF CLIN 0003AA IS: | ||||||||||||||
| ESTIMATED BASE PRICE: | $[***] | |||||||||||||
| FIXED FEE: | [***] | |||||||||||||
| TOTAL ESTIMATED CPFF: | $[***] | |||||||||||||
| (End of narrative B002) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 01 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 31-MAY-2005 (E) | ||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 21 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| $[***] | ||||||||||||||||||
| (E) = Estimated | ||||||||||||||||||
0003AB |
OCONUS CONTRACTOR LOGISTICAL SUPPORT | 1 | LO | $ | [***] | |||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||||||
| NOUN: W58RGZ-04-C-0025 / CLS | ||||||||||||||||||
| PRON: 9U4R44A4D9 PRON AMD: 02 ACRN: AB | ||||||||||||||||||
| AMS CD: P53900017 | ||||||||||||||||||
| THE TOTAL COST OF CLIN 0003AD IS: | ||||||||||||||||||
| ESTIMATED BASE PRICE: | $ | [***] | ||||||||||||||||
| FIXED FEE: | [***] | |||||||||||||||||
| TOTAL ESTIMATED CPFF: | $ | [***] | ||||||||||||||||
| (End of narrative B002) | ||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||
| ADDENDA: 01 | ||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||||
| 001 | 1 | 31-MAY-2005 | ||||||||||||||
| $[***] | ||||||||||
| 0003AC | NON GBL TRANSPORTATION (SOW 3.2.3.3) | $[***] | ||||||||
| CLIN CONTRACT TYPE: | ||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||
| NOUN: W58RGZ-04-C-0025 / CLS | ||||||||||
| PRON: 904R44A4D9 PRON AMD: 02 ACRN: AB | ||||||||||
| AMS CD: P53900017 | ||||||||||
| THE TOTAL COST OF CLIN 0003AC IS: | ||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 22 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| ESTIMATED BASE PRICE: | $ | [***] | ||||||||||||||
| FIXED FEE: | [***] | |||||||||||||||
| TOTAL ESTIMATED CPFF: | $ | [***] | ||||||||||||||
| (End of narrative B001) |
||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||
| ADDENDA: 01 | ||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||
| Deliveries or Performance | ||||||||||||||||
| DLVR SCH | PERF COMPL | ||||||||
| REL CD | QUANTITY | DATE | |||||||
| 001 | 0 | 31-MAY-2005 |
| $[***] | ||||||||||||||||||||
| 0003AD | OCONUS LOGISTICS SUPPORT FWD DEPOT | $ | [***] | |||||||||||||||||
| NOUN: CLIN 003AA ADDITIONAL FUNDING | ||||||||||||||||||||
| PRON: 9U4R44A5D9 PRON AMD: 01 ACRN: AG | ||||||||||||||||||||
| AMS CD: 53900017194 | ||||||||||||||||||||
| THE TOTAL COST OF CLIN 0003AD IS: | ||||||||||||||||||||
| ESTIMATED BASE PRICE: | $ | [***] | ||||||||||||||||||
| FIXED FEE: | [***] | |||||||||||||||||||
| TOTAL ESTIMATED CPFF: | $ | [***] | ||||||||||||||||||
| (End of narrative B001) |
||||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||||
| STATEMENT OF WORK | ||||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||||
| ADDENDA: 01 | ||||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||||
| 001 | 0 | 30-APR-2005 | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 23 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| $[***] |
||||||||||||||
| 0003AE | NON-GBL TRANSPORTATION (SOW 3.2.3.3) | $[***] | ||||||||||||
| NOUN: CLIN 3AC ADDITIONAL FUNDING | ||||||||||||||
| PRON: 9U4R44A6D9 PRON AMD: 01 ACRN: AG | ||||||||||||||
| AMS CD: 53900017194 | ||||||||||||||
| THE TOTAL COST OF CLIN 0003AD IS: | ||||||||||||||
| ESTIMATED BASE PRICE: | $[***] | |||||||||||||
| FIXED FEE: | [***] | |||||||||||||
| TOTAL ESTIMATED CPFF: | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 01 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 30-APR-2005 | ||||||||||||
| $[***] | ||||||||||||||
| 0004 | CONTRACT DATA ITEM | EA | $[***] | $[***] | ||||||||||
| NOUN: DATA ITEMS | ||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| DD FORM 1423 | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: A | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Destination ACCEPTANCE: Destination | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 24 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| 0005 | SECURITY CLASS: Unclassified | |||||||||||||
| THE TOTAL COST OF CLIN 0005 IS: | ||||||||||||||
| ESTIMATED BASE PRICE: | ||||||||||||||
| FIXED FEE: | ||||||||||||||
| TOTAL ESTIMATED CPFF: | ||||||||||||||
| (End of narrative A001) |
||||||||||||||
| 0005AA | OVER AND ABOVE | EA | $[***] | |||||||||||
| [***] | $[***] | |||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||
| NOUN: AEROVIRONMEN W58RGZ-04 C-0025 | ||||||||||||||
| PRON: 9U5RGTRVND9 PRON AMD: 01 ACRN: AD | ||||||||||||||
| AMS CD: 13519700000 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 05-OCT-2005 | ||||||||||||
| $[***] | ||||||||||||||
| 0021 | SMALL UAVS [***] | 270 | EA | |||||||||||
| NSN: 0000-00-000-0000 | ||||||||||||||
| NOUN: RAVEN SYSTEMS | ||||||||||||||
| SECURITY CLASS: UNCLASSIFIED | ||||||||||||||
| 0031AA | 270 EA SUAV RAVEN SYSTEMS [***] | 270 | EA | $[***] | $[***] | |||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Firm-Fixed-Price | ||||||||||||||
| NOUN: RAVEN SYSTEM P/N 54449 003 | ||||||||||||||
| PRON: 9U5R44A3D9 PRON AMD: 02 ACRN: AE | ||||||||||||||
| AMS CD: 53900017178 | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 25 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| (SOW 3.2.4) | ||||||||||||||||||
| PERFORMANCE BASED PAYMENTS | ||||||||||||||||||
| AUTHORIZED FOR THIS CLIN. | ||||||||||||||||||
| (End of narrative B001) |
||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||
| SOW TABLE 3.1 | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||
| DOC | SUPPL | |||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||
| 001 | W81UHH50209U01 | Y00000 | M | 1 | ||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||
| GGK | ||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||||||||||
| 001 | [***] | 03-JUN-2005 | ||||||||||||||||
| 002 | [***] | 24-JUN-2005 | ||||||||||||||||
| 003 | [***] | 08-JUL-2005 | ||||||||||||||||
| 004 | [***] | 29-JUL-2005 | ||||||||||||||||
| 005 | [***] | 12-AUG-2005 | ||||||||||||||||
| 006 | [***] | 26-AUG-2005 | ||||||||||||||||
| 007 | [***] | 09-SEP-2005 | ||||||||||||||||
| 008 | [***] | 23-SEP-2005 | ||||||||||||||||
| 009 | [***] | 07-OCT-2005 | ||||||||||||||||
| 010 | [***] | 21-OCT-2005 | ||||||||||||||||
| 011 | [***] | 04-NOV-2005 | ||||||||||||||||
| 012 | [***] | 18-NOV-2005 | ||||||||||||||||
| 013 | [***] | 16-DEC-2005 | ||||||||||||||||
| 014 | [***] | 13-JAN-2006 | ||||||||||||||||
| 015 | [***] | 30-JAN-2006 | ||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 26 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| 016 | [***] | 10-FEB-2006 | ||||||
| 017 | [***] | 24-FEB-2006 |
| FOB POINT: ORIGIN | ||||||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||||||
| 0021AB | TACTICAL OPERATION CENTER KITS | 20 | EA | $[***] | $[***] | |||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Firm-Fixed-Price | ||||||||||||||
| NOUN: TOC KIT [***] | ||||||||||||||
| PRON: 9U5R44A7D9 PRON AMD: 01 ACRN: AE | ||||||||||||||
| AMS CD: 53900017178 | ||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| SOW 3.1.2 | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Packaging and Marking | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DOC | SUPPL | |||||||||||||||||
| REL CD | MILSTRIP | ADDR | SIG CD | MARK FOR | TP CD | |||||||||||||
| 001 | W81UHH52379U02 | Y00000 | M | 1 | ||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||||||||||
| GGK | ||||||||||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||
| 001 | [***] | 04-NOV-2005 | ||||||||
| 002 | [***] | 18-NOV-2005 | ||||||||
| FOB POINT: ORIGIN | ||||||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | |||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 27 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
0021AC
|
SYSTEM INTEGRATED TUTORS | 200 | EA | $[***] | $[***] | |||||||
| CLIN CONTRACT TYPE: | ||||||||||||
| Firm-Fixed-Price | ||||||||||||
| NOUN: SYSTEM TUTOR — [***] | ||||||||||||
| PRON: 9U5R44A6D9 PRON AMD: 01 ACRN: AE | ||||||||||||
| AMS CD: 53900017178 | ||||||||||||
| Description/Specs./Work Statement | ||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||
| SOW 3.1.3 | ||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||
| ADDENDA: 12 | ||||||||||||
| Packaging and Marking | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||
| Deliveries or Performance |
| DOC | ||||||||||||||||||||||||
| REL | SUPPL | SIG | MARK | TP | ||||||||||||||||||||
| CD | MILSTRIP | ADDR | CD | FOB | CD | |||||||||||||||||||
| 001 | W810RR52379UO1 | Y00000 | M | 1 | ||||||||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||
| GGK | ||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||
| 001 | [***] | 04-NOV-2005 | ||||||||
| 002 | [***] | 18-NOV-2005 | ||||||||
| 003 | [***] | 16-DEC-2005 | ||||||||
| 004 | [***] | 13-JAN-2006 | ||||||||
| 005 | [***] | 27-JAN-2006 | ||||||||
| 006 | [***] | 10-FEB-2006 | ||||||||
| 007 | [***] | 24-FEB-2006 | ||||||||
| FOB POINT: Origin | ||||||
| SHIP TO: PARCEL POST ADDRESS | ||||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE | |||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 28 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | ||||||||||||||||||
| 0022 | SYSTEM SUPPORT (PRA KIT) [***] | EA | ||||||||||||||||
| NSN: 0000-00-000-0000 | ||||||||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||||||||
| 0022AA | AUTHORIZED STOCKAGE LEVEL – INITIAL SPARES | 4 | EA | $[***] | $[***] | |||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||||||
| Firm Fixed Price | ||||||||||||||||||
| NOUN: ASL KIT | [***]$[***] | |||||||||||||||||
| PRON: 9U5R44A4D9 | PRON AMD: 01 | ACRN: AE | ||||||||||||||||
| AMS CD: 53900017178 | ||||||||||||||||||
| (SOW 3.2.4) | ||||||||||||||||||
| (End of narrative B001) | ||||||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||||||
| SOW 3.2.4 & TABLE 3.4 | ||||||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||||||
| ADDENDA: 12 | ||||||||||||||||||
| Packaging and Marking | ||||||||||||||||||
| Inspection and Acceptance | ||||||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||||||
| Deliveries or Performance | ||||||||||||||||||
| DOC | ||||||||||||||||||
| REL | SUPPL | SIG | MARK | TP | ||||||||||||||
| CD | MILSTRIP | ADDR | CD | FOB | CD | |||||||||||||
| 001 | W810HH50209UO2 | Y00000 | M | 1 | ||||||||||||||
| PROJ CD | BRK BLK PT | |||||||||
| GGK | ||||||||||
| DEL REL CD | QUANTITY | DEL DATE | ||||||||
| 001 | [***] | 22-JUL-2005 | ||||||||
| 002 | [***] | 12-AUG-2005 | ||||||||
| 003 | [***] | 23-SEP-2005 | ||||||||
| FOB POINT: Origin | |||||
| SHIP TO: | PARCEL POST ADDRESS | ||||
| (Y00000) | SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED BY THE GOVERNMENT 30 DAYS PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. | ||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 29 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC | ||||||
| 0023 | TRAINING | EA | ||||||||
| NOUN: NEW EQUIPMENT & REPLENISHMENT | ||||||||||
| SECURITY CLASS: Unclassified | ||||||||||
| 0023AA | NEW EQUIPMENT TRAINING | EA | $[***] | |||||||
| CLIN CONTRACT TYPE: | ||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||
| NOUN: AV | W58RGZ-04-C-0025 / NET | |||||||||
| PRON: 9U5R44A5D9 | PRON AMD: 01 ACRN: AE | |||||||||
| AMS CD: 53900017178 | ||||||||||
| (SOW 3.2.4.11) | ||||||||||
| (End of narrative B001) | ||||||||||
| THE TOTAL COST OF CLIN 0023AA IS: | ||||||||||
| ESTIMATED BASE PRICE: | $[***] | |||||||||
| FIXED FEE: | [***] | |||||||||
| TOTAL ESTIMATED CPFF | $[***] | |||||||||
| (End of narrative B002) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||
| Deliveries or Performance | ||||||||||
| PERF COMPL | ||||||||||||
| DLVR SCH REL CD | QUANTITY | DATE | ||||||||||
| 001 | 0 | 25-FEB-2006 | ||||||||||
| $[***] | |||||||
0023AB
|
REPLENISHMENT TRAINING | EA | $[***] | ||||
| CLIN CONTRACT TYPE: | |||||||
| Cost-Plus-Fixed-Fee | |||||||
| PRON: 9U5GRV03D9 PRON AMD: 02 ACRN: AD | |||||||
| AMS CD: 13519700000 | |||||||
| (SOW 3.2.3.1) | |||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 30 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| (End of narrative B001) |
||||||||||||||
| THE TOTAL COST OF CLIN 0023AB IS: | ||||||||||||||
| ESTIMATED BASE PRICE: | $[***] | |||||||||||||
| FIXED FEE: | [***] | |||||||||||||
| TOTAL ESTIMATED CPFF | $[***] | |||||||||||||
| (End of narrative B002) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 25-FEB-2006 | ||||||||||||
| $[***] | ||||||||||||||
| 0023AC | REPLENISHMENT TRAINING | $[***] | ||||||||||||
| CLIN CONTRACT TYPE: | ||||||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||||||
| NOUN: AEROVIRONMENT W58RGZ04C0035 | ||||||||||||||
| PRON: 90SRAVA2D9 PRON AMD: 02 ACRN: AE | ||||||||||||||
| AMS CD: 11403400000 | ||||||||||||||
| (SOW 3.2.3.1) | ||||||||||||||
| (End of narrative B001) |
||||||||||||||
| THE TOTAL COST OF CLIN 0023AD IS: | ||||||||||||||
| ESTIMATED BASE PRICE: | $[***] | |||||||||||||
| FIXED FEE: | [***] | |||||||||||||
| TOTAL ESTIMATED CPFF | $[***] | |||||||||||||
| (End of narrative B002) | ||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| STATEMENT OF WORK | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 31 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 25-FEB-2006 | ||||||||||||
| $[***] | ||||||||||||||
| 0023AD | OCONUS NEW EQUIPMENT TRAINING OPA | $[***] | ||||||||||||
| NOUN: OCONUS NEW EQUIPMENT TRAINING | ||||||||||||||
| PRON: 9U5R44A8D9 PRON AMD: 01 ACRN:AM | ||||||||||||||
| AMS CD: 53900017178 | ||||||||||||||
| THE TOTAL COST OF CLIN 0023AD IS: | ||||||||||||||
| ESTIMATED BASE PRICE: | $[***] | |||||||||||||
| FIXED FEE: | [***] | |||||||||||||
| TOTAL ESTIMATED CPFF: | $[***] | |||||||||||||
| (End of narrative B001) |
||||||||||||||
| Description/Specs./Work Statement | ||||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||||
| SOW 3.2.3.4.11.1 | ||||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||||
| ADDENDA: 12 | ||||||||||||||
| Inspection and Acceptance | ||||||||||||||
| INSPECTION: Origin ACCEPTANCE: Origin | ||||||||||||||
| Deliveries or Performance | ||||||||||||||
| DLVR SCH | PERF COMPL | |||||||||||||
| REL CD | QUANTITY | DATE | ||||||||||||
| 001 | 0 | 25-FEB-2005 | ||||||||||||
| $[***] | ||||||||||||||
| 0023AE | OCONUS REPLENISHMENT TRAINING OMA | $[***] | ||||||||||||
| NOUN: OCONUS TRAINING | ||||||||||||||
| PRON: 9U5RAVA5D9 PRON AMD: 02 ACRN: AF | ||||||||||||||
| AMS CD: 11403400000 | ||||||||||||||
| THE TOTAL COST OF CLIN 0023AE IS: | ||||||||||||||
| ESTIMATED BASE PRICE: | $[***] | |||||||||||||
| FIXED FEE: | [***] | |||||||||||||
| TOTAL ESTIMATED CPFF: | $[***] | |||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 32 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| (End of narrative B001) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| SOW 3.2.3.1.4.2 | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||
| Deliveries or Performance | ||||||||||
| DLVR SCH | PERF COMPL | |||||||||
| REL CD | QUANTITY | DATE | ||||||||
| 001 | 0 | 25-FEB-2005 | ||||||||
| $[***] | ||||||||||
| 0024 | CONTRACTOR LOGISTICS SUPPORT | |||||||||
| NOUN: CLS | ||||||||||
| SECURITY CLASS: Unclassified | ||||||||||
| 0024AA | CONTRACTOR LOGISTICS SUPPORT – CLS | LO | $[***] | |||||||
| CLIN CONTRACT TYPE: | ||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||
| NOUN: AEROVIRONMENT W58RGZ04C0025 | ||||||||||
| PRON: 9U5RAVA1D9 | PRON AMD: 03 | ACRN: AF | ||||||||
| AMS CD: 11403400000 | ||||||||||
| SOW 3.2.3 | ||||||||||
| (End of narrative B001) |
||||||||||
| THE TOTAL COST OF CLIN 0024AA IS: | ||||||||||
ESTIMATED BASE PRICE: |
$[***] | |||||||||
FIXED FEE: |
[***] | |||||||||
TOTAL ESTIMATED CPFF |
$[***] | |||||||||
| (End of narrative B002) | ||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 33 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||
| Deliveries or Performance | ||||||||||
| DLVR SCH | PERF COMPL | |||||||||
| REL CD | QUANTITY | DATE | ||||||||
| 001 | 0 | 25-FEB-2006 | ||||||||
| $[***] | ||||||||||
| 0024AB | NON GBL TRANSPORTATION | $[***] | ||||||||
| CLIN CONTRACT TYPE: | ||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||
| NOUN: NON GBL TRANSPORTATION | ||||||||||
| PRON: 9U5RAV1D9 PRON AMD: 02 ACRN: AF | ||||||||||
| AMS CD: 11403400000 | ||||||||||
| SOW 3.2.2.3.2 | ||||||||||
| (End of narrative B001) |
||||||||||
| THE TOTAL COST OF CLIN 0024AB IS: | ||||||||||
ESTIMATED BASE PRICE: |
$[***] | |||||||||
FIXED FEE: |
[***] | |||||||||
TOTAL ESTIMATED CPFF: |
$[***] | |||||||||
| (End of narrative B002) |
||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||
| Deliveries or Performance | ||||||||||
| DLVR SCH | PERF COMPL | |||||||||
| REL CD | QUANTITY | DATE | ||||||||
| 001 | 0 | 25-FEB-2006 | ||||||||
| $[***] | ||||||||||
| 0024AC | CONTRACTOR LOGISTIC SUPPORT | $[***] | ||||||||
| CLIN CONTRACT TYPE: | ||||||||||
| Cost-Plus-Fixed-Fee | ||||||||||
| NOUN: CONTRACTOR LOGISTICS SUPPORT | ||||||||||
| PRON: 9U5RAVA3D9 | PRON AMD: 02 | ACRN: AF | ||||||||
| AMS CD: 11403400000 | ||||||||||
| (End of narrative B001) |
||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 34 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| THE TOTAL COST OF CLIN 0024AC IS: | ||||||||||
ESTIMATED BASE PRICE: |
$[***] | |||||||||
FIXED FEE: |
[***] | |||||||||
TOTAL ESTIMATED COST: |
$[***] | |||||||||
| (End of narrative B002) |
||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin |
|||||||||
| Deliveries or Performance | ||||||||||
| DLVR SCH | PERF COMPL | |||||||||
| REL CD | QUANTITY | DATE | ||||||||
| 001 | 0 | 25-FEB-2006 | ||||||||
| $[***] | ||||||||||
| 0024AD | CONTRACTOR LOGISTIC SUPPORT | $[***] | ||||||||
| NOUN: CONTRACTOR LOGISTICS SUPPORT | ||||||||||
| PRON: 9U5GRV08D9 | PRON AMD: 01 | ACRN: AD | ||||||||
| AMS CD: 13519700000 | ||||||||||
| THE TOTAL COST OF CLIN 0024AD IS: | ||||||||||
ESTIMATED BASE PRICE:
|
$[***] | |||||||||
FIXED FEE:
|
[***] | |||||||||
TOTAL ESTIMATED CCPFF:
|
$[***] | |||||||||
| (End of narrative B001) |
||||||||||
| Description/Specs./Work Statement | ||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||
| STATEMENT OF WORK | ||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||
| ADDENDA: 12 | ||||||||||
| Inspection and Acceptance | ||||||||||
| INSPECTION: Origin | ACCEPTANCE: Origin | |||||||||
| Deliveries or Performance | ||||||||||
| DLVR SCH | PERF COMPL | |||||||||
| REL CD | QUANTITY | DATE | ||||||||
| 001 | 0 | 25-FEB-2006 | ||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
Page 35 of 111 | |||||
|
CONTINUATION SHEET |
PIIN/SIIN W58RGZ-04-C-0025 | MOD/AMD | REPRINT | |||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||
| $[***] |
||||||||||||
| 0025 | DATA ITEMS FOR CLINS 0021 THRU 0024 | EA | $[***] | $[***] | ||||||||
| NOUN: DATA ITEMS | ||||||||||||
| SECURITY CLASS: Unclassified | ||||||||||||
| ALL CONTRACT DATA REQUIRED BY CLINs 0021, 0022, 0023 AND | ||||||||||||
| 0024 WILL BE PROVIDED TO THE GOVERNMENT UNDER THIS CLIN | ||||||||||||
| (End of narrative B001) |
||||||||||||
| Description/Specs./Work Statement | ||||||||||||
| PROCUREMENT DOCUMENTATION TITLE: | ||||||||||||
| CDRL | ||||||||||||
| PROCUREMENT DOCUMENTATION LOCATION: | ||||||||||||
| ADDENDA: B | ||||||||||||
| Inspection and Acceptance | ||||||||||||
| INSPECTION: Destination | ACCEPTANCE: Destination | |||||||||||
| DELIVERY OF DATA REQUIRED BY | ||||||||||||
| DD 1423s SHALL BE IN ACCORDANCE | ||||||||||||
| WITH THE FORM DD 1423s | ||||||||||||
| (End of narrative B001) |
||||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||||
SECTION D
|
PACKAGING AND MARKING | |||||
| Regulatory Cite | Title | Date | ||||
D-1
|
53.038-4700
|
REPLACEMENT FOR PENTACHLOROPHENOL (USAAMCOM) | JUL/2001 | |||
| If packaging requirements of this contract specify the use of wood products and a preservative is required. Pentachlorophenol, commonly referred to as “Penta” or “PCP” is prohibited. Replacement preservatives are 2 percent copper naphthenate. 3 percent zinc naphthenate or 1.8 percent cooper 8 quinclinolate | ||||||
| (End of Clause) |
||||||
D-2
|
52.247-4700 | BAR CODE MARKINGS (USAAMCOM) | JUN/2003 | |||
| Bar Code Markings are required in accordance with the latest revision of MIL-STD-129 and ISO/IBC 16388-Information Technology-Automatic Identification and Date Capture Techniques- Bar Code Symbology Specification-Code 39. | ||||||
| (End of Clause) |
||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 36 of | |||||||||
CONTINUATION SHEET
|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | 111 | ||||||
| REPRINT | ||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||
SECTION E INSPECTION AND ACCEPTANCE
| Regulatory Cite | Title | Date | ||||
E-1
|
52.246-2 | INSPECTION OF SUPPLIES – FIXED PRICE | AUG/1996 | |||
E-2
|
52.246-3 | INSPECTION OF SUPPLIES – COST-REIMBURSEMENT | MAY/2001 | |||
E-3
|
52.246-4 | INSPECTION OF SERVICES – FIXED-PRICE | AUG/1996 | |||
E-4
|
52.246-5 | INSPECTION OF SERVICES – COST-REIMBURSEMENT | APR/1984 | |||
E-5
|
52.246-6 | INSPECTION – TIME-AND-MATERIAL AND LABOR-HOUR | MAY/2001 | |||
E-6
|
52.246-16 | RESPONSIBILITY FOR SUPPLIES | APR/1984 | |||
E-7
|
252.246-7000 | MATERIAL INSPECTION AND RECEIVING REPORT | MAR/2003 |
SECTION F DELIVERIES OR PERFORMANCE
| Regulatory Cite | Title | Date | ||||
F-1
|
52.211-17 | DELIVERY OF EXCESS QUANTITIES | SEP/1989 | |||
F-2
|
52.242-15 | STOP-WORK ORDER (AUG 1989) – ALTERNATE I | APR/1984 | |||
F-3
|
52.242-15 | STOP-WORK ORDER | AUG/1989 | |||
F-4
|
52.242-17 | GOVERNMENT DELAY OF WORK | APR/1984 | |||
F-5
|
52.247-29 | F.O.B. ORIGIN | JUN/1988 | |||
F-6
|
52.247-30 | F.O.B. ORIGIN, CONTRACTOR’S FACILITY | APR/1984 | |||
F-7
|
52.247-35 | F.O.B. DESTINATION – WITHIN CONSIGNEE’S PREMISES | APR/1984 | |||
F-8
|
52.247-48 | F.O.B. DESTINATION – EVIDENCE OF SHIPMENT | FEB/1999 | |||
F-9
|
52.247-55 | F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED PROPERTY | JUN/2003 | |||
F-10
|
52.247-61 | F.O.B. ORIGIN – MINIMUM SIZE OF SHIPMENTS | APR/1984 | |||
F-11
|
52.247-65 | F.O.B. ORIGIN, PREPAID FREIGHT – SMALL PACKAGE SHIPMENTS | JAN/1991 | |||
F-12
|
52.211-4012 | ACCELERATED DELIVERY (USAAMCOM) | AUG/2001 |
The Government normally desires maximum acceleration of deliveries provided such
acceleration is at no additional cost to the Government. However, prior to acceleration of
delivery, approval must be obtained from the Procuring Contracting Officer. Acceleration in
the delivery of end items will be acceptable to the Government unless all other scheduled
deliveries relating to contract items such as provisioning, technical documentation,
drawings, publications, overpack kits, etc., accelerated by an equal period of time.
SECTION G CONTRACT ADMINISTRATION DATA
| PRON/ | ||||||||||||||||||
| LINE | AMS CD | OBLG | JOB ORDER | ACCOUNTING | OBLIGATED | |||||||||||||
| ITEM | MIPR | ACRN | STAT | ACCOUNTING CLASSIFICATION | NUMBER | STATION | AMOUNT | |||||||||||
0001AA |
9U4R44A3D9 | AA | 1 | 21 | 42035000045E5E22P53900031E1 | S01021 | 49UR44 | W31G3H | $[***] | |||||||||
| 53900017194 | ||||||||||||||||||
0001AB |
9U4R44A3D9 | AA | 1 | 21 | 42035000045E5E22P53900031E1 | S01021 | 49UR44 | W31G3H | $[***] | |||||||||
| 53900017194 | ||||||||||||||||||
0002AA |
9U4R44A2D9 | AB | 1 | 21 | 42035000043622165390001255Y | S01021 | HQ0304 | HQ0304 | $[***] | |||||||||
| 53900017 | ||||||||||||||||||
0002AB |
9U4R44A3D9 | AA | 1 | 21 | 42035000045E5E22P53900031E1 | S01021 | 49UR44 | W31G3H | $ | |||||||||
| 53900017194 | ||||||||||||||||||
0002AC |
9U4R44A1D9 | AA | 1 | 21 | 42035000045E5E22P53900031E1 | S01021 | 49UR44 | W31G3H | $[***] | |||||||||
| 53900017194 | ||||||||||||||||||
0002AD |
9U5R44A1D9 | AC | 1 | 21 | 52035000055ESE22P53900031EA | S01021 | 59UR44 | W31G3H | $[***] | |||||||||
| 53900017178 | ||||||||||||||||||
0003AA |
9U4R44A4D9 | AB | 1 | 21 | 42035000043622155390001255Y | S01021 | 4HHRAP | HQ0304 | $[***] | |||||||||
| P53900017 | ||||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 37 of | |||||||||
CONTINUATION SHEET
|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | 111 | ||||||
| REPRINT | ||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||
| PRON/ | ||||||||||||||||||
| LINE | AMS CD | OBLG | JOB ORDER | ACCOUNTING | OBLIGATED | |||||||||||||
| ITEM | MIPR | ACRN | STAT | ACCOUNTING CLASSIFICATION | NUMBER | STATION | AMOUNT | |||||||||||
0003AB |
9U4R44A4D9 | AB | 1 | 21 | 42035000043622155390001255Y | S01021 | 4HHRAP | HQ0304 | $[***] | |||||||||
| P53900017 | ||||||||||||||||||
0003AC |
9U4R44A4D9 | AB | 1 | 21 | 42035000043622155390001255Y | S01021 | 4HHRAP | HQ0304 | $[***] | |||||||||
| P53900017 | ||||||||||||||||||
0003AD |
9U4R44A5D9 | AG | 1 | 21 | 42035000045E5E22P53900025FB | S01021 | 490R44 | W31G3H | $[***] | |||||||||
| 53900017194 | ||||||||||||||||||
0003AE |
9U4R44A5D9 | AG | 1 | 21 | 42035000045E5E22P53900025FB | S01021 | 490R44 | W31G3H | $[***] | |||||||||
| 53900017194 | ||||||||||||||||||
0005AA |
9U5GTRVND9 | AD | 1 | 21 | 52020000055E5E22P1351972571 | S01021 | 59UGRN | W31G3H | $[***] | |||||||||
| 13519700000 | ||||||||||||||||||
0021AA |
9U5R44A3D9 | AE | 1 | 21 | 52035000055E5E22P53900031E1 | S01021 | 59UR44 | W31G3H | $[***] | |||||||||
| 53900017178 | ||||||||||||||||||
0021AB |
9U5R44A3D9 | AE | 1 | 21 | 52035000055E5E22P53900031E1 | S01021 | 59UR44 | W31G3H | $[***] | |||||||||
| 53900017178 | ||||||||||||||||||
0021AC |
9U5R44A6D9 | AE | 1 | 21 | 52035000055E5E22P53900031E1 | S01021 | 59UR44 | W31G3H | $[***] | |||||||||
| 53900017178 | ||||||||||||||||||
0022AA |
9U5R44A4D9 | AE | 1 | 21 | 52035000055E5E22P5390031E1 | S01021 | 59UR44 | W31G3H | $[***] | |||||||||
| 53900017178 | ||||||||||||||||||
0023AA |
9U5R44A5D9 | AC | 1 | 21 | 52035000055E5E22P53900032EA | S02021 | 59UR44 | W31G3H | $[***] | |||||||||
| 53900017178 | ||||||||||||||||||
0023AB |
9USGRV03D9 | AD | 1 | 21 | 52020000055E5E22P1351973571 | S01021 | 59UGRN | W31G3H | $[***] | |||||||||
| 13519700000 | ||||||||||||||||||
0023AC |
9U5RAVA2D9 | AF | 1 | 21 | 52020000055E5E22P1140342571 | S01021 | 59URVN | W31G3H | $[***] | |||||||||
| 11403400000 | ||||||||||||||||||
0023AD |
9U5R44AU8D9 | AH | 1 | 21 | 5203500055E5E33P53900025FB | S01021 | 59UR44 | W31G3H | $[***] | |||||||||
| 53900017178 | ||||||||||||||||||
0023AE |
9U5RAVA5D9 | AF | 1 | 21 | 52020000055E5E22P1140342571 | S01021 | 59URVN | W31G3H | $[***] | |||||||||
| 11403400000 | ||||||||||||||||||
0024AA |
9U5RAVA1D9 | AF | 1 | 21 | 52020000055E5E22P1140342571 | S01021 | 59URVN | W31G3H | $[***] | |||||||||
| 11403400000 | ||||||||||||||||||
0024AB |
9U5RAVA1D9 | AF | 1 | 21 | 52020000055E5E22P1140342571 | S01021 | 59URVN | W31G3H | $[***] | |||||||||
| 11403400000 | ||||||||||||||||||
0024AC |
9U5RAVA3D9 | AF | 1 | 21 | 52020000055E5E22P1140342571 | S01021 | 59URVN | W31G3H | $[***] | |||||||||
| 11403400000 | ||||||||||||||||||
0024AD |
9U5GRV08D9 | AD | 1 | 21 | 52020000055E5E22P1351972571 | S01021 | 59UGRN | W31G3H | $[***] | |||||||||
| 13519700000 | ||||||||||||||||||
| TOTAL | $[***] | |||||||||||||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
Page 38 of | |||||||||
CONTINUATION SHEET
|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | 111 | ||||||
| REPRINT | ||||||||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||||
| SERVICE | ACCOUNTING | OBLIGATED | ||||||||||||
| NAME | TOTAL BY ACRN | ACCOUNTING CLASSIFICATION | STATION | AMOUNT | ||||||||||
Army
|
AA | 21 | 42035000045E5E22P3900031E1 | S01021 | W31G3H | $[***] | ||||||||
Army
|
AB | 21 | 42035000043622155390001255Y | S01021 | HQ0304 | $[***] | ||||||||
Army
|
AC | 21 | 52035000055E5E22P53900031EA | S01021 | W31G3H | $[***] | ||||||||
Army
|
AD | 21 | 52020000055E5E22P1351972571 | S01021 | W31G3H | $[***] | ||||||||
Army
|
AE | 21 | 52035000055E5E22P5390031E1 | S01021 | W31G3H | $[***] | ||||||||
Army
|
AF | 21 | 5202000055E5E22P1140342571 | S01021 | W31G3H | $[***] | ||||||||
Army
|
AG | 21 | 42035000045E5E22P53900025FB | S01021 | W31G3H | $[***] | ||||||||
Army
|
AH | 21 | 52033000055E5E22P53900025FB | S01021 | W31G3H | $[***] | ||||||||
| TOTAL | $[***] | |||||||||||||
| Regulatory Cite | Title | Date | ||||||
G-1
|
52.342.4001 | PREPARATION AND DISTRIBUTION OF DD FORM 250 (MIRR) (USAAMCOM) | OCT/2000 | |||||
(a) In addition to the requirement of DOD FAR Supplement Appendix F, when preparing DD Form 250
(MIRR), Material Inspection and Receiving Report, the Contractor shall identify in Block 16, for
each shipment entry, the PRON number when cited in the contract.
(b) The mailing address for the distribution of DD Form 250 (MIRR) to the National Inventory
Control Point/Inventory Control Manager is as follows:
Commander
U.S. Army Aviation and Missile Command
ATTN: AMSAM-AC-LS
Redstone Arsenal, AL 35898-5000
U.S. Army Aviation and Missile Command
ATTN: AMSAM-AC-LS
Redstone Arsenal, AL 35898-5000
(c) When the solicitation includes Foreign Military Sales (FMS) requirements, the Contractor shall
forward one (1) copy of the DD Form 250 (MIRR) and one copy of the shipping document to the Foreign
Military Sales Representatives at the following address:
Commander
U.S. Army Aviation and Missile Command
ATTN: AMSAM-SA
Redstone Arsenal, AL 35898-5000
U.S. Army Aviation and Missile Command
ATTN: AMSAM-SA
Redstone Arsenal, AL 35898-5000
[End of clause]
THIS CONTRACT HAS PERFORMANCE BASED PAYMENTS.
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
THE CONTRACTOR IS AUTHORIZED TO BILL MILESTONE PAYMENTS FOR THE ITEMS SHOWN ON ATTACHMENT 08 OF
THIS CONTRACT AFTER PRESENTING THE REQUEST FOR PAYMENT THROUGH THE COGNIZENT DCMA OFFICE FOR
APPROVAL OF THE MILESTONE BILLING.
THIS CONTRACT AFTER PRESENTING THE REQUEST FOR PAYMENT THROUGH THE COGNIZENT DCMA OFFICE FOR
APPROVAL OF THE MILESTONE BILLING.
THE EVENT TEXT IS THE SHORTENED FORM OF THE NARRATIVE FROM ATTACHED 08. FOR PAYMENT PURPOSES THE
FOLLOWING INFORMATION FROM ATTACHMENT 08 IS REPEATED HERE:
FOLLOWING INFORMATION FROM ATTACHMENT 08 IS REPEATED HERE:
| ACCOUNTING | ||||||||||||
| MILESTONE | EVENT | VALUE | CLIN | ACRN | ACCOUNTING CLASSIFICATION | STATION | ||||||
1 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031B1 S01021 | W31G3H | ||||||
2 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031B1 S01021 | W31G3H | ||||||
3 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031E1 S01021 | W31G3H | ||||||
4 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031E1 S01021 | W31G3H | ||||||
5 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031E1 S01021 | W31G3H | ||||||
6 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031E1 S01021 | W31G3H | ||||||
7 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031E1 S01021 | W31G3H | ||||||
8 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031E1 S01021 | W31G3H | ||||||
9 |
[***] | $[***] | 0001AA | AA | 21 42035000045E5E22P53900031E1 S01021 | W31G3H |
*** END OF NARRATIVE G 001 ***
PERFORMANCE BASED PAYMENTS RECEIVED BY THE CONTRACTOR ON THIS CONTRACT SHALL BE LIQUIDATED AGAINST
ITEMS DELIVERED ON CLINs 0001 AND 0002AA AT A RATE OF five (5) PERCENT OF THE INVOICED VALUE
FOR THE CLIN PAYMENT.
ITEMS DELIVERED ON CLINs 0001 AND 0002AA AT A RATE OF five (5) PERCENT OF THE INVOICED VALUE
FOR THE CLIN PAYMENT.
ANY PERFORMANCE BASED PAYMENT NOT LIQUIDATED BEFORE THE LAST DELIVERY FROM THE CLINs 0001 AND
0002AA SHALL BE LIQUIDATED SUCH THAT A ZERO BALANCE IS ACHIEVED WITH THE LAST PAYMENT AGINST
THESE CLINs.
0002AA SHALL BE LIQUIDATED SUCH THAT A ZERO BALANCE IS ACHIEVED WITH THE LAST PAYMENT AGINST
THESE CLINs.
THE CONTRACTOR SHALL SEPARATELY INVOICE ITEMS FOR CLINs 0001 AND 0002AA SUCH THAT THE VALUE OF
THESE ITEMS IS READILY IDENTIFIABLE.
THESE ITEMS IS READILY IDENTIFIABLE.
*** END OF NARRATIVE G 002 ***
CLIN 00021AA HAS PERFORMANCE BASED PAYMENTS.
THE CONTRACTOR IS AUTHORIZED TO BILL MILESTONE PAYMENTS FOR THE ITEM SHOWN ON ATTACHMENT 017 OF
THIS CONTRACT AFTER PRESENTING THE REQUEST FOR PAYMENT THROUGHOUT THE COGNIZANT DCMA OFFICE
FOR APPROVAL OF THE MILESTONE BILLING.
THE EVENT TEXT IS THE SHORTENED FORM OF THE NARRATIVE FROM ATTACHMENT 17. FOR PAYMENT PURPOSES,
THE FOLLOWING INFORMATION FROM ATTACHMENT 17 IS REPEATED HERE:
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
| MILESTONE | EVENT | VALUE | CLIN | ACRN | ACCOUNTING CLASSIFICATION | ACCOUNTING STATION | ||||||
10 |
[***] | $[***] | 00021AA | AE | 21 52038000045E5E22P53900031E1 S01021 | W31G3H |
PERFORMANCE BASED PAYMENTS RECEIVED BY THE CONTRACTOR ON CLIN 00021AA SHALL BE LIQUIDATED
AGAINST ITEMS DELIVERED ON CLIN 0021AA AT A RATE OF six (6) PERCENT OF THE INVOICED VALUE FOR
THE CLIN PAYMENT.
AGAINST ITEMS DELIVERED ON CLIN 0021AA AT A RATE OF six (6) PERCENT OF THE INVOICED VALUE FOR
THE CLIN PAYMENT.
ANY PERFORMANCE BASED PAYMENT AMOUNT NOT LIQUIDATED BEFORE THE LAST DELIVERY FROM THE CLIN
00021AA SHALL BE LIQUIDATED SUCH THAT A ZERO BALANCE IS ACHIEVED WITH THE LAST PAYMENT AGAINST
THESE CLINs.
00021AA SHALL BE LIQUIDATED SUCH THAT A ZERO BALANCE IS ACHIEVED WITH THE LAST PAYMENT AGAINST
THESE CLINs.
THE CONTRACTOR SHALL SEPARATELY INVOICE ITEMS FOR CLIN 00021AA SUCH THAT THE VALUE OF THE ITEM IS
READILY IDENTIFIABLE.
***END OF NARRATIVE G 003***
(NOTE: See P00020 for the establishment of the final funding levels for CLINs 0023AA; 0023AB; 0023AC and 0024AA.)
***END OF NARRATIVE G 004***
SECTION H – SPECIAL CONTRACT REQUIREMENTS
| Regulatory Cite | Title | Date | ||||
H-1 |
52.243-4000 | ENG CHG PROPOSAL. VALUE ENG CHG PROPOSAL. REQUEST FOR DEVIATION. | NOV/2003 | |||
| REQUEST FOR WAIVER. ENG RELEASE RECORDS. NOTICE OF REVISION, & | ||||||
| SPECIFICATION CHG NOTICE PREPARATION AND SUBMISSION INSTRUCTIONS |
(a) Format: Contractor Initiated Engineering Change Proposals (ECPs). Value Engineering Change Proposals (VECPs).
Request for Deviations (RFDs), and Request for Waivers (RFWs), collectively referred to as “proposals”, shall be
prepared in accordance with the format and requirements specified in the following paragraphs:
(1) Class I ECPs require the “Long Form Procedure” for documenting the change and describing the effects of the change
on the suitability and supportability of the Configuration Item (CI). Class I ECPs should be limited to those that are
necessary or offer significant benefit to the Government. Class I ECPs are those that affect the performance,
reliability, maintainability, survivability, weight, balance, moment of inertia, interface characteristics,
electromagnetic characteristics, or other technical requirements in the specifications and drawings. Class I ECPs also
include those changes that affect Government Furnished Equipment, safety, compatibility, retrofit, operation and
maintenance manuals, interchangeability, substitutability, replaceability, source control specifications and drawings,
costs, guarantees or warranties, deliveries, or schedules. Class II ECPs are those that do not affect form, fit and
function, cost, or schedule of the system CI and do not meet the other criteria described above for Class I ECPs.
(2) Long Form Procedure: Class I changes to the CI require that AMSAM-RD Form 523, pages 1 through 7 (as applicable),
be prepared. Use of this procedure assures that all effects of the change on the CI are properly addressed and
documented to the necessary detail to allow proper evaluation of the proposed change.
(3) Short Form Procedure: ECPs and VECPs, which meet the requirements of Class II ECPs, shall be prepared using
AMSAM-RD Form 523 (page 1 only). Supplemental pages may be used with the form as necessary. The responsible Contract
Management Office (CMO) will enter the appropriate data in Block 5 “Class of ECP”, Block 6 “Justification Codes”, and
Block 7 “Priority.”
(4) The Contractor shall not manufacture items for acceptance by the Government that incorporate a known departure from
requirements, unless the Government has approved a RFD. RFDs shall be prepared using AMSAM-RD Form 527 or AMSRD-AMR
Form 530 (Type I).
(5) The Contractor shall not submit items for acceptance that include a known departure from the requirements, unless
the Government has approved a RFW (AMSAM RD Form 537) or Type II RFD (AMSRD-AMR Form 530).
(6) Each ECP, RFD or RFW submitted shall be accompanied by a written and signed evaluation prepared by the responsible
Defense Contract Management Agency (DCMA) technical representative. The DCMA written evaluation shall be considered
part of the ECP/RFD/RFW proposal submitted.
(7) Classification of RFDs/RFWs.
(a) Major RFDs/RFWs. RFDs/RFWs written against CIs shall be designated as major when the RFD/RFW consists of acceptance
of an item having a nonconformance with contract or configuration documentation involving health; performance;
interchangeability; reliability; survivability; maintainability; effective use or operation; weight; appearance (when a
factor); or when there is a departure from a requirement classified as major in the contractual documentation.
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Reference No. of Document Being Continued |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
(b) Critical RFDs/RFWs. RFDs/RFWs written against CIs shall be designated as critical when the RFD/RFW consists of acceptance of an item having a
nonconformance with contract or configuration documentation involving safety or when there is a departure from a requirement classified as critical in the
contractual documentation.
(c) Minor RFDs/RFWs. RFDs/RFWs written against CIs shall be designated as minor when the RFD/RFW consists of acceptance of an item having a nonconformance with
contract or configuration documentation which does not involve any of the factors listed above in paragraphs 7(a) or 7(b), or when there is a departure from a
requirement classified as minor in the contractual documentation.
(8) Proposals shall include sufficient technical data to describe all changes from existing contract requirements.
(9) Proposals shall include sufficient justification for making the change, including a statement of contract impact, if the change is not authorized.
(10) Proposals for ECPs shall set forth a “not to exceed” price and delivery adjustment acceptable to the Contractor if the Government subsequently approves the
proposal. If approved, the equitable increase shall not exceed this amount.
(11) Times allowed for technical decisions for ECF and RFD/RFW proposals will be worked out via mutual agreement between the Contractor and the Government.
(12) The Contractor shall submit, concurrent with the ECP, a separate AMSAM-RD Form 525. “Specification Change Notice” (SCN), for each specification that would
require revision if the ECP were approved.
(13) Proposals for VECPs shall set forth a “not less than” price and delivery adjustment acceptable to the Contractor if the Government subsequently approves the
proposal. If approved, the savings shall not be less than this amount. Proposals that involve aggregate increases or decreases in cost plus applicable profits
in excess of $550,000 will require the submission to the Contracting Officer of an executed Certificate of Current Cost or Pricing Data in accordance with FAR
15.406-2.
(14) The Contractor shall utilize AMSAM-RD Form 526, “Engineering Release Record” (ERR) to release new or revised configuration documentation to the Government
for approval.
(15) The Contractor shall utilize AMSAM-RD Form 524, “Notice of Revision” (NOR) to describe the exact change(s) to configuration documentation specified as a
data requirement in the contract. The Contractor shall describe the change using sub-sections entitled “WAS” to describe the current contractual technical
requirement and “IS” to describe the proposed new requirement.
(b) Submittal: The Contractor shall submit two (2) copies of each proposal to the responsible ACO. One (1) copy of each proposal shall be returned to the
Contractor within (5) working days after receipt by the Administrative Contracting Officer (ACO), stating whether or not the proposal is in compliance with this
provision. Any unresolved differences between the ACO and the Contractor concerning ECPs, VECPs, RFWs or RFDs will be submitted to the Contracting Officer for
resolution. Submittals may be made by electronic means by scanning the appropriate completed forms into a computer or preparing the forms electronically.
(c) Distribution.
(1) Electronic Distribution
The preferred method of distribution is via submission through the Internet E-mail System to the Government Contracting Officer. Microsoft Word is required for
use with the transmittal letter (E-mail). Required forms will be attached to the E-mail. All forms may be obtained from the AMCOM Acquisition Center Website
(https://www.proc.redstone.army.mil/acquisition) by clicking on “Forms/Checksheets.” The forms are in both “Adobe Acrobat” and “Form Flow” formats. In order to
access and use the forms, the user must have the “Adobe Acrobat” or “Form Flow” software installed on their computer. Drawings may be scanned into the computer
and sent as an attachment. In some cases, because of size, drawings may have to be sent as hard copies or sent under special electronic instructions provided by
the Government Contracting Officer. Contractors who do not have access to the AMCOM Acquisition Center Website will need to contact the Contracting Officer, the
appropriate Project Office Configuration Management Office, or the Technical Data Management Division (AMSRD-AMR-SE-TD) to have the AMCAM forms sent to their
facility.
(2) Hard Copy Distribution
For each Class I or II ECP, or each RFD/RFW that the ACO determines to be in compliance with this provision, the Contractor shall submit the original plus five
copies to the Contracting Officer and one copy to the ACO. Upon receipt of any type of change proposal that is submitted to the Contracting Officer, the ACO
shall immediately submit DCMA’s written evaluation pertaining to the proposed engineering change action to the Contracting Officer. Assistance in preparing any
of these proposals may be obtained from the ACO or AMCOM Change Control Point at:
Commander
U.S. Army Aviation and Missile Command
ATTN: AMSRD-AMR SE-TD-CM
Redstone Arsenal, Al 35898-5000
Telephone: 256-876-1335
U.S. Army Aviation and Missile Command
ATTN: AMSRD-AMR SE-TD-CM
Redstone Arsenal, Al 35898-5000
Telephone: 256-876-1335
For each VECP that the ACO determines to be in compliance with this provision, the Contractor shall submit the original plus five copies to the Contracting
Officer and one copy to the ACO. Upon receipt of any VECP that is submitted to the Contracting Officer, the ACO shall immediately submit DCMA’s written
evaluation to the Contracting Officer. The Contractor shall also submit one copy of the VECP to the AMCOM Value Engineering Program Manager (VEPM) whose address
is below. Assistance in preparing VECPs may be obtained from the VEPM.
Commander
U.S. Army Aviation and Missile Command
ATTN: AMSRD-AMR SE-IO-VE
Redstone Arsenal, Al 35898-5000
U.S. Army Aviation and Missile Command
ATTN: AMSRD-AMR SE-IO-VE
Redstone Arsenal, Al 35898-5000
Reference No. of Document Being Continued |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
| Telephone: 256-876-8163 | ||||||||
(d) Government Acceptance: Acceptance of a proposal by the Government shall be affected by the issuance of a change order or execution of a supplemental
agreement incorporating the proposal into the contract. The Government will notify the Contractor in writing if a proposal is determined to be unacceptable.
(End of clause)
H-2
|
SPECIAL DEFINITIONS | |
| CONTRACTOR REPRESENTATIVES LOCATED ON-SITE ARE ELIGIBLE FOR CONSIDERATIONS PROVIDED TO COMPANY GRADE OFFICERS, SUBJECT TO AVAILABILITY AND TO THE APPROVAL OF THE INSTALLATION/SITE COMMANDER. | ||
H-3
|
FLIGHT ON MILITARY AIRCRAFT | |
| TRAVEL BY COMMERCIAL/GOVERNMENT/U.S. ARMY AIRCRAFT IS AUTHORIZED IN SUPPORT OF ANY DEPLOYMENT OPERATIONS. IF TRAVEL IS IN CONJUNCTION WITH OBLIGATIONS TO PROVIDE LOGISTICAL SUPPORT (I.E., AIRCRAFT REPAIR AND TECHNICAL ASSISTANCE UNDER THIS CONTRACT). SUPPORT WILL BE AS NECESSARY TO ACCOMPLISH DEPLOYMENT OBJECTIVES. THE CONTRACTOR WILL BE REQUIRED TO FLY VIA MILITARY FIXED WING OR ROTARY AIRCRAFT DURING THIS DEPLOYMENT. THIS REQUIREMENT INCLUDES THE INITIAL DEPLOYMENT TO THE OCONUS LOCATION. | ||
H-4
|
STATUS OF FORCES AGREEMENTS (SOFA) LOGISTICS SUPPORT AND PRIVILEGES | |
| SOFA LOGISTICS SUPPORT AND PRIVILEGES, AS AVAILABLE, WILL BE FURNISHED TO THE CONTRACTOR AND WILL BE THE SAME AS THOSE PROVIDED FOR DOD CIVILIANS, GS-11 OR EQUIVALENT. PAYMENT FOR LODGING AND SUBSISTENCE WILL BE PROVIDED UNDER THE TERMS AND CONDITIONS OF THIS CONTRACT. FOR THE PERIOD OF ACCREDITATION, WITH THE APPROVAL OF THE LOCAL COMMANDER, THE CONTRACTOR WILL BE PROVIDED THE FOLLOWING: |
| A. | ACCESS TO THE BASE COMMISSARY AND AAFES FACILITIES (MILITARY EXCHANGE, INCLUDES RATIONED ITEMS); | ||
| B. | ACCESS TO U.S. MILITARY FACILITIES; | ||
| C. | ACCESS TO AND USE OF MILITARY BANKING FACILITIES AND/OR MILITARY FINANCE OFFICES; | ||
| D. | ACCESS TO AND USE OF MORTUARY SERVICES; | ||
| E. | ACCESS TO AND USE OF MILITARY POST OFFICES; | ||
| F. | ACCESS TO AND USE OF MILITARY BILLETING FACILITIES; | ||
| G. | ACCESS TO AND USE OF OFFICER OR NCO/EM CLUBS; | ||
| H. | ACCESS TO AND USE OF MILITARY SUPPLY SYSTEMS, AS APPROPRIATE; | ||
| I. | PURCHASE OF PETROLEUM AND OIL; | ||
| J. | ACCESS TO AND USE OF MESSING FACILITIES AT REMOTE SITES ONLY (REIMBURSABLE); | ||
| K. | CUSTOMS EXEMPTION; | ||
| L. | ACCESS TO AND USE OF MEDICAL/DENTAL SERVICES ON A REIMBURSABLE BASIS |
IF DEPLOYMENT IS REQUIRED UNDER THIS CONTRACT TO COUNTRIES WITHOUT A SOFA, A LETTER OF ACCREDITATION/AUTHORIZATION WILL BE ISSUED ON AN “AS NEEDED”
OR CASE-BY-CASE BASIS FOR CONTRACTOR CIVILIAN EMPLOYEES, GS-11 OR EQUIVALENT, SUBJECT TO LOCAL POLICY, REGULATIONS, AND AVAILABILITY.
H-5 Contractor Support in a Deployment Situation
1.0 – Purpose
The contractor shall provide support for the UAVS RAVEN Program in support of deployments, contingencies and exercises in CONUS and OCONOS locations. Support
shall be provided during deployment, during in theater of operations, and during redeployment from areas of operation, contingencies, and exercises.
2.0 – Obligation
The contractor’s obligation in providing contractor support in a deployment situation is limited to providing its reasonable best efforts to provide personnel to
deploy with a military unit in a deployment situation that could involve hostilities. The contractor’s subsequent inability to provide personnel is an excusable
delay and the contract cannot be terminated for default as a result thereof.
No change in the scope or within the scope of this contract, which would effect a change in any term or provision of this contract shall be made except by
official contract modification executed by the Contracting Officer. The contractor shall ensure that all contractor personnel are knowledgeable and cognizant of
this contract clause. Changes to contract effort accepted and performed by contractor personnel outside of the scope of this contract without specific
authorization of the contracting officer shall be the responsibility of the contractor.
The contracting officer may change the priorities of the contractor’s activities within the terms and conditions of the contract.
The contractor is responsible for supervision and direction of all contractor personnel and for on-site liaison with functional U.S. organizations. The
contractor and its personnel shall not supervise or be supervised by government personnel.
Reference No. of Document Being Continued |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
The regional combatant commander (previously referred to as the commander in chief (CINC)) is responsible for accomplishing the mission and ensuring the safety
of all deployed military, government civilians, and contractor employees in support of US military operations.
When US citizen contractor employees are involved in supporting an operation, they must be accounted for in the similar manner as military and DAC personnel.
3.0 — Definition of Terms
“Contractor Personnel” includes all agents, personnel, subcontractors, and vendors of this prime contractor. For deployment purposes, contractor personnel are
neither combatants nor noncombatants. Under international agreement, they are considered civilians authorized to accompany the force in the field.
“Combat Related Tasks” means any aggressive offensive hostile action against an enemy of the United States other than actions directly related to self-defense.
“Contracting Officer” for the purposes of this clause only, includes the Contracting Officer’s technical representatives and the Contracting Officer’s designated
representatives.
“Deployment” is the relocation of forces to desired areas of operations.
4.0 – Reserved
5.0 – Management
5.0.1 The contractor shall ensure that all contractor personnel, including subcontractors, comply with all guidance, instructions, and general orders applicable
to U.S. Armed Forces and DOD civilians and issued by the Theater Commander or his/her representative. This will include any and all guidance and instructions
issued based upon the need to ensure mission accomplishment, force protection and safety.
5.0.2 The contractor shall comply, and shall ensure that all deployed contractor personnel comply, with pertinent Service and DOD directives, policies, and
procedures. The contractor shall also ensure compliance with federal statutes, judicial interpretations and international agreements (e.g., Status of Forces
Agreements, Host Nation Support Agreements, etc.) applicable to U.S. Armed Forces or U.S. citizens in the area of operations. Disputes will be resolved by the
Contracting Officer. Except when required by statue, contractor personnel will not be subject to the Uniform Code of Military Justice, including, without
limitation, the absence/desertion provisions of the code. When criminal activity is involved, the Host Nation’s laws and international agreements may take
precedence. In the absence of any host nation involvement, the commander may utilize the Military Extraterritorial Jurisdiction Act (Public Law 106-523) of
2000.
5.0.3 The contractor shall take reasonable steps to ensure the professional conduct of its personnel and subcontractors.
5.0.4 The contractor shall promptly resolve, to the satisfaction of the Contracting Officer, all contractor personnel performance and conduct problems
identified by the cognizant Contracting Officer or his/her designated representative.
5.0.5 The Contracting Officer may direct the contractor, at the contractor’s expense, to remove or replace any contractor personnel failing to adhere to
instructions and general orders issued by the Theater Commander or his/her designated representative.
5.0.6 The Contracting Officer, the Contracting Officer’s technical representative and the Contracting Officer’s representatives are the U.S. Government
(“Government”) officials responsible for administering the contractor’s performance. All questions regarding authorized direction should be bought to the
attention of one of these Government officials.
5.1 — Accounting for Personnel
5.1.1 As directed by the Contracting Officer of his/her representative and based on instructions of the Theater Commander, the contractor shall report its
personnel, including third country nationals, entering and/or leaving the area of operations by name, citizenship, location, Social Security number (SSN) or
other official identity document number.
5.1.2 Contractor personnel shall be assigned to the Logistics Support Element for administrative and personnel reporting purposes and shall comply with the
reporting instructions of the Logistics Support Element commander.
5.2 — Risk Assessment and Mitigation
5.2.1 The contractor will prepare plans for support of military operations as required by the contract or as directed by the Contracting Officer.
5.2.2 For badging and access purposes, the contractor will provide the Service with a list of all personnel (including qualified subcontractors and/or local
vendors being used in the area of operations) with all required identification and documentation information. Changes/updates will be coordinated with service
representative.
5.2.3 As required by the operational situation, the Government will relocate contractor personnel (who are citizens of the United States, aliens resident in the
United States, aliens resident in the United States or third country nationals, not resident in the host nation) to a safe area or evacuate them from the area of
operations. The U.S. State Department has responsibility for evacuation of non-essential personnel.
5.2.4 The contractors will brief its personnel regarding the potential danger, stress, physical hardships and field living conditions.
5.2.5 The contractor will require all its personnel to acknowledge in writing that they understand the danger, stress, physical hardships and field living
conditions that are possible if the personnel deploy in support of military operations.
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
5.2.6 The contractor will designate a point of contact for all of its plans and operations and establish an operations center to plan and control the contractor
deployment process and resolve operational issues with the deployed force.
5.2.7 The Government will provide operational support services, as available, to the Contractor, to include connectivity to telecommunications resources, or any
other services that are needed to assist the contractor in performing its mission.
5.2.8 The Government will incorporate contractor personnel into Government Contingency Plans and contractor personnel will be afforded the same rights
privileges, protection and priority as U.S. Government personnel.
5.3 – Reserved
5.4 – Reserved
5.5 — Force Protection
5.5.1 While performing duties in accordance with the terms and conditions of the contract, the Service will provide force protection to contractor personnel
commensurate with that given to Service/Agency (e.g. Army, Navy, Air Force, Marine, Defense Logistics Agency (DLA) civilians in the operations area.
5.5.2 Contractor personnel accompanying U.S. Armed Forces may be subject to hostile actions. If captured, the status of contractor personnel will depend on the
type of conflict, applicability of any relevant international agreements, and the nature of the hostile force. The full protections, granted to Prisoners of War
(POW) under the Geneva (1949), and Hague (1907) Conventions apply only during international armed conflicts between the signatories to these conventions.
Therefore, contractor personnel status will depend on the specific circumstances of an operation. When the United States is a participant in an international
armed conflict, contractor personnel are entitled to be protected as POWs if captured by a force that is a Geneva/Hague convention signatory. To ensure proper
treatment, contractor personnel will be provided with a Geneva Conventions (DD Form 489) or similar identification card. Contractor personnel will be considered
at least GS-12 equivalents for this purpose.
5.5.3 The Government shall support requests of contractor personnel to pay counsel fees, court costs, bail, interpreter fees or other fees and expenses pursuant
to 10 U.S.C. Section 1037.
5.6 — Vehicle and Equipment Operation
5.6.1 The contractor shall ensure personnel possess the required civilian licenses to operate the equipment necessary to perform contract requirements in the
theater of operations in accordance with the Statement of Work.
5.6.2 The Government authorizes deployed contractor personnel to operate, drive, and/or ride Government Tactical Vehicles as required in the performance of
their duties in execution of this contract. Before operating any military owned or leased equipment, the contractor personnel shall provide proof of license
(issued by an appropriate governmental authority) to the Contracting Officer or his/her representative.
5.6.3 The Government, at its discretion, may train and license contractor personnel to operate military owned or leased equipment.
5.6.4 While operating a military owned or leased vehicle or equipment, contractor personnel may be subject to the local laws and regulations of the country,
area, city, and/or camp in which deployed. The contractor and its personnel may be held jointly and severally liable for all damages resulting from the unsafe
or negligent operation of military owned or leased equipment.
5.7 — Response Time, On-Call Duty or Extended Hours
5.7.1 The contractor, upon issuance of a task order, modification, or equivalent order by the Contracting Officer or his/her designated representative, shall
effect all actions necessary to ensure all required personnel and equipment are at the location(s) identified and at the times specified in the task order,
modification or equivalent order.
5.7.2 The contractor shall be reasonably available to work “on-call” during other than “regular hours” to perform high priority tasks.
5.7.3 The Contracting Officer, or his/her designated representative, will identify the parameters of “on-call” duty.
5.7.4 The contractor shall be available to work extended hours to perform mission essential tasks as directed by the Contracting Officer.
5.7.5 The Contracting Officer may negotiate an equitable adjustment to the contract consistent with pre-award cost negotiations concerning extended hours,
surges, and overtime requirements.
5.8 — Clothing and Equipment Issue
5.8.1 The contractor shall ensure that contractor personnel possess the necessary personal clothing and safety equipment to execute contract performance in the
theater of operations in accordance with the statement of work. Clothing should be distinctive and unique and not imply that the contractor is a military
member, while at the same time not adversely affecting the Government’s tactical position in the field.
5.8.2 Unless specifically authorized by the Theater Commander, contractors accompanying the force are not authorized to wear military uniforms, except for
specific items required for safety and security. If required, the Government shall provide to the contractor all military unique organizational clothing and
individual equipment. Types of organizational clothing and individual equipment may include Nuclear, Biological, and Chemical defensive equipment.
5.8.2.1 The Contracting Officer shall identify to the contractor the organizational clothing and individual equipment. Upon receipt of organizational clothing
and
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individual equipment, the contractor shall assume responsibility and accountability for these items.
5.8.2.2 The contractor or contractor personnel shall sign for all issued organizational clothing and individual equipment, thus, acknowledging receipt and
acceptance of responsibility for the proper maintenance and accountability of issued organizational clothing and individual equipment.
5.8.2.3 The contractor shall ensure that all issued organizational clothing and individual equipment is returned to the Government. Upon return of
organizational clothing and individual equipment to the Government, the contractor shall be responsible for requesting, maintaining, and providing to the
Contracting Officer documentation demonstrating the return of issued organizational clothing and individual equipment to Government control.
5.8.2.4 The Contracting Officer will require the contractor to reimburse the Government for organizational clothing and individual equipment lost or damaged due
to the contractor’s willful misconduct.
5.9 — Usual Assistance
5.9.1 The contractor will ensure its personnel deploying to or in a theater of operations are furnished the opportunity and assisted with making wills and other
estate planning instruments as well as with any necessary powers of attorney prior to deployment processing and/or deployment.
5.9.2 While contractor personnel are deployed in the theater of operations, the Government shall provide legal assistance in accordance with the following
conditions and as permissible under Military Department Regulations.
5.9.2.1 The legal assistance is in accordance with applicable international agreements and approved by the host nation government.
5.9.2.2 Legal assistance, which is provided, is limited and ministerial in nature (for example, witnessing signatures on documents and providing notary
services), legal counseling (to include review and discussion of legal correspondence and documents), and legal document preparation (limited to powers of
attorney and advanced medical directives), and help retaining non DoD civilian attorneys.
5.10 — Central Processing and Departure Point (Conus Replacement Center — CRC)
5.10.1 The Government is responsible for providing information on all requirements necessary for deployment. For any contractor personnel determined by the
Government at the deployment site to be non-deployable, the contractor shall promptly remedy the problem. If the problem cannot be remedied in time for
deployment, a replacement having equivalent qualifications and skills shall be provided to meet the rescheduled deployment timeline as determined by the
Contracting Officer.
5.10.2 The Contracting Officer shall identify to the contractor all required mission training and the location of the required training.
5.10.3 The contractor shall ensure that all deploying personnel receive all required mission training and successfully complete the training.
5.10.4 The Contracting Officer shall inform the contractor of all Nuclear, Biological, and Chemical (NBC) equipment and Chemical Defensive Equipment (CDE)
training requirements and standards.
5.10.5 The Government shall provide the contractor personnel with CDE familiarization training for the performance of mission essential tasks in designated high
threat countries. This training will be commensurate with the training provided to DoD civilian personnel.
5.11 — Standard Identification Cards
5.11.1 The Contracting Officer shall identify to the contractor all identification cards and tags required for deployment and shall inform the contractor where
the identification cards and tags are to be issued.
5.11.2 The Contracting Officer shall coordinate for issuance of required identification cards and tags for all contractor personnel not processing through a CRC.
5.11.3 The contractor shall ensure that all deploying individuals have the required identification tags and cards prior to deployment.
5.11.4 Upon redeployment, the contractor will ensure that all issued controlled identification cards and tags are returned to the Government.
5.12 – Medical
5.12.1 The contracting Officer shall provide the contractor with all physical, medical and dental requirements and standards necessary for deployment. The
contractor shall conduct physical and medial evaluations, as necessary, of all of its deployable personnel at contractor and/or employee expense to ensure that
they are capable of enduring the rigors of deployment in support of the military operation. Physical and medial evaluation costs due to Government requirements
that are above normal physical and medical evaluation requirements will be considered allowable costs.
5.12.2 The contractor shall be responsible for providing qualified, capable personnel who meet the physical standards, medical requirements, and standard
immunization requirements for job performance in the designated theater of operations. Army Regulation 40-562 provides detailed information concerning
immunizations. The Centers for disease Control provide an Internet based health information service that includes recommended immunizations at
ww.cdc.gov/travel.
5.12.3 Contractor personnel shall be required to present their medical and dental records with a recent history and physical not over 12 months old for
screening at the CRC. The dental record music indicate a dental exam that is not over six months old. Medical screening at the CRC may include DNA sampling and
military/area unique immunizations for contractors deploying occurs.
5.12.4 RESERVED
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5.12.5 While in the area of operations, eligible contractor personnel deployed shall receive medical and dental care/support equivalent to that provided to
military personnel. This care will include, as required:
Inpatient and outpatient services (routine and emergency care).
Pharmaceutical Support.
Evacuation.
Any other medial support as determined by appropriate military authorities, in accordance with recommendations from the command surgeon.
Pharmaceutical Support.
Evacuation.
Any other medial support as determined by appropriate military authorities, in accordance with recommendations from the command surgeon.
5.12.6 The Government shall provide injections against biological and chemical warfare to contractor personnel as appropriate.
5.12.7 Deploying civilian contactor personnel shall carry with them a minimum 90 day supply of any medication they require. When required, contractor personnel
will deploy with two pairs of eyeglasses and a current prescription.
5.13 — Weapons and Training
5.13.1 In no event shall the contractor or contractor personnel be required to perform Combat Related Tasks
5.13.2 The government may issue weapons (sidearms) for self defense to contractor personnel. Acceptance of weapons by contractor personnel is at the discretion
of the contractor and its personnel. When accepted, contractor personnel are responsible for using live weapons in accordance with the rules of engagement,
policies, regulations, instructions, directives, guidance, and orders issued by the Theater Commander, which shall be provided to or made known to contractor
personnel, all military regulations, and any contractor policies regarding possession, use, safety, and accountability of weapons and ammunition. Contractor
personnel self-defense is not a contract requirement; therefore, contractor personnel are legally liable for any use that is not in accordance with these above
rules, instructions, directives, guidance, orders, regulations, and policies. Only military issued ammunition may be used in any weapon that is accepted.
5.13.3 Prior to issuing any weapons to contractor personnel, the Government shall provide the contractor personnel with weapons familiarization training
commensurate to training provided to Department of Defense civilian personnel.
5.13.4 The contractor shall ensure that its personnel adhere to all guidance and orders issued by the Theater Commander or his/her representative regarding
possession, use, safety and accountability of weapons and ammunition.
5.13.5 Upon redeployment or notification by the Government, the contractor shall ensure that all Government issued weapons and ammunition are returned to
Government control.
5.13.6 Contractors will screen contractor personnel, and Subcontractors to ensure that personnel may be issued a weapon in accordance with U.S. or applicable
host nation laws. Evidence of screening will be presented to the Contracting Officer.
5.14 — Passports, Visas, Customs and Travel Orders
5.14.1 The contractor is responsible for obtaining all passports, visas, or other documents necessary to enter and/or exit any area(s) identified by the
Contracting Officer for contractor personnel.
5.14.2 All contractor personnel shall be subject to the customs processing procedures, entrance and exit requirements, to include laws, treaties, agreements and
duties for the country in which they are deploying, and the customs requirements, procedures, laws, and duties of the United States upon re-entry.
5.14.3 The Contracting Officer will determine and stipulate the allowablity and allocability of payment for entry/exit duties on personal items in possession of
contractor personnel per U.S. Customs Service rates and restrictions.
5.14.4 The Government will supply the contractor with a Letter of Authorization/Identification, or its equivalent, when necessary to performance of the contract
in a deployment situation.
5.15 — Reception, Staging, Onward Movement and Integration
5.15.1 Upon arrival in the area of operations, contractor personnel will receive Reception, Staging, Onward movement and Integration (RSOMI), as directed by the
Theater Commander or his/her designated representative through the Contracting Officer or his/her designated representative.
5.15.2 The contractor should be prepared to move material and equipment using Government transportation and comply with applicable transportation regulations
such as MILSTAMP, etc., for safety, packaging, tie down, etc.
5.16 — Living Under Field Conditions
The government shall provide to contractor personnel deployed in the Theater of Operations the equivalent field living conditions, quarters, subsistence,
sanitary facilities, mail delivery, laundry service, emergency medical and dental care, emergency notification, and other available support afforded to
Government personnel and military personnel in the theater of operations. While living in the field environment, contractor personnel shall maintain a clean
living area, be considerate of others, and adhere to the commander’s policies, directives, instructions, etc.
5.17 — Morale, Welfare, and Recreation
The Government shall provide contractor personnel deployed in the theater of operations morale, welfare, and recreation services commensurate with that provided
to Department of Defense civilians and military personnel deployed in the theater of operations providing the appropriate commander approves.
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5.18 — Status of Forces Agreement
5.18.1 Contractor personnel shall be granted Status of Forces Agreement (SOFA) protection where appropriate. When applicable, these agreements may establish
legal obligations independent of contract provisions. SOFA agreements also define the legal status (e.g., host-nation criminal and civil jurisdiction) and legal
obligations (e.g., taxes, customs, etc.) of contractors in a host nation.
5.18.2 The Contracting Officer shall inform the contractor of the existence of all relevant SOFA and other similar document, and provide copies upon request.
5.18.3 The contractor is responsible for obtaining all necessary legal advice concerning the content, meaning, application, etc. of any applicable SOFAs, and
similar agreements. The contractor will inform the Contracting Officer of any impacts of these agreements.
5.18.4 The contractor shall adhere to all relevant provisions of the applicable SOFAs and other similar related agreements.
5.18.5 The contractor is responsible for providing the Government with the required documentation to acquire invited contractor or technical expert status, if
required by SOFA.
5.19 — Tour of Duty/Hours of Work
5.19.1 The Contracting Officer, or his/her representative, shall provide the contractor with the anticipated duration of the deployment. The contractor shall
comply with all duty hours and tours of duty identified by the contracting Officer or his/her designated representative.
5.19.2 The Contractor may rotate contractor personnel into and out of the theater provided there is not degradation in mission. The contractor’s rotation of
contractor personnel should be appropriate with the duration of the deployment. The contractor will coordinate personnel changes with the Contracting Officer or
the Contracting Officer’s representative.
5.19.3 The Contracting Officer shall provide the contractor with the anticipated work schedule.
5.19.4 The Contracting Officer, or his/her designated representative, may modify the work schedule to ensure the Government’s ability to continue to execute its
mission.
5.19.5 If contractor personnel depart an area of operations without contractor permission, the contractor will ensure continued performance in accordance with
the terms and conditions of the contract. The replacement is at contractor expense and must be in place within 30 days or as directed by the contracting Officer
or his/her designated representative.
5.20 — health and Life Insurance
The contractor shall ensure that health and life insurance benefits provided to its deploying personnel are in effect in the Theater of Operations and allow
traveling in military vehicles. Insurance is available under the Defense Base Act and Longshoreman’s and Harbor Workers Compensation Act administered by the
Department of Labor.
5.21 — Next of Kin Notification
Before deployment, the contractor shall ensure that each contractor personnel completes a DD form 93, Record of Emergency Data Card, and returns the completed
form to the designated Government official.
5.22 — Return Procedures
5.22.1 Upon notification of redeployment, the contracting Officer shall authorize contractor personnel travel from the Theater of Operations to the designated
CONUS Replacement Center (CRC) or individual deployment site.
5.22.2 The contractor shall ensure that all Government issued clothing and equipment provided to the contractor or the contractor’s personnel are returned to
Government control upon completion of the deployment.
5.22.3 The contractor shall provide the Contracting Officer with documentation, annotated by the receiving Government official, of all clothing and equipment
returns.
5.23 – Pay
In the event that the contractor must pay additional compensation above that contemplated under the contract, to retain or obtain personnel to perform in a
theater of operations during a declared contingency, the contractor shall be entitled to an equitable adjustment under this contract. The contractor shall
furnish proper data to the Contracting Officer to substantiate any adjustment to the contract. Failure to agree to an amount of any such adjustment shall be a
dispute within the meaning of the clause entitled “Disputes” as contained in this contract.
5.24 — Special Legal
Public Law 106-523, Military Extraterritorial Jurisdiction Act of 2000, amended Title 18, U.S. Code, to establish Federal Jurisdiction over certain criminal
offenses committed outside the United States by persons employed by or accompanying the Armed Forces, or by members of the Armed Forces who are released or
separated from active duty prior to being identified and prosecuted for the commission of such offenses, and for other purposes.
6.0 – Media
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Name of Offeror or Contractor: AEROVIRONMENT INC.
Contractor shall request guidance from Government media operations center if and/or when they are approached by
reporters seeking interviews or information on their participation in the mission/operation.
***END OF NARRATIVE H 001***
| H-06 | CONTRACTOR EXPENDITURES.NOT TO EXCEED $[***], IN SUPPORT OF THE EFFORT DESCRIBED HEREIN OR SOW 3.2.3.(TBD), INCURRED PRIOR TO THE EFFECTIVE DATE OF THE CONTRACT, BUT NOT BEFORE 01 NOV04, ARE ALLOWABLE UNDER FEDERAL ACQUISITION REGULATION 31.205.32 AND SHALL BE RECOGNIZED BY THE GOVERNMENT TO THE EXTENT THEY WOULD HAVE BEEN ALLOWABLE AFTER THE EFFECTIVE DATE OF THE CONTRACT. |
***END OF NARRATIVE H 001***
| H-07 | OVER AND ABOVE (O&A) |
“Over and above” (O&A) requirements task the contractor to identify needed repairs and recommend corrective action
during contract performance. O&A efforts shall include rehabilitation, reconstitution, repair, and replacement
services in accordance with (IAW) paragraph 3.2.3.2.1 of the Statement of Work (SOW).
O&A / RESET shall include RAVEN hardware to include the unique items. Refurbishment and reconstitution shall
include but is not limited to proper cleaning of all equipment, touch-up paint, component and subsystem operations,
check-out and replacement of any missing hardware.
O&A procedures:
The contractor shall not initiate O&A efforts without prior approval from the Procuring
Contracting Officer (PCO). Upon initiation of training base support services and/or
support services for fielded RAVEN systems for refurbishment and reconstitution, a blanket
work request/authorization modification will be issued by the FCO setting aside funds from
the O&A CLIN for O&A work against the training base or REAAVEN system. The contractor
shall not be obligated to proceed with any work nor shall the Government be obligated to
pay any amount for any individual work request/authorization in excess of the amount
set-aside for that work request. The contractor shall ensure that the current amount
set-aside for the work request is not exceeded until such time as the PCO notifies the
contractor in writing that additional funds are set aside
The contract shall conduct an analysis of the O&A work required to refurbish and
reconstitute hardware and support services. A proposal will be initiated by the
contractor for each O&A action. The proposal will be in contractor format and shall
provide:
| (1) | A description of the work to be performed; | ||
| (2) | The labor-house to perform the work.; | ||
| (3) | Replacement materials / parts / services required; | ||
| (4) | List of any replenishment supplies or services required from the Government; and | ||
| (5) | Schedule and cost impact. |
Subsequent to preparation of a work request/authorization modification, the PCO shall
evaluate the proposed O&A work to confirm:
| (1) | The necessity for the work; | ||
| (2) | Whether the contractors proposed designated of the work as O/A is valid; | ||
| (3) | Whether replenishment supplies or services are required and if GFE items are available from the Government; | ||
| (4) | Determine if an item will be repaired or replaced. Normally, as an item will be replaced if the repair prices is equal to or exceeds 80 percent of the replacement price. The contractor shall prepare a Technical Cost Proposal when estimates to repair any end item, Line Replaceable Unit (LRU), or Shop Replaceable Unit (SRU) exceed 80 percent of the current acquisition cost of a new item IAW DI-MISC-80508. Repair of these items shall not be performed without prior approval from the PCO. |
O/A efforts shall be a cost-plus-fixed fee (CPFF) contract type in IAW the contract;
unless another contract type is mutually agreed to by the contractor and the PCO. If the
contract price cannot be finalized prior to the need to commence work, the PCO shall
verify the urgency for the commencement of work prior to the settlement; request a Not To
Exceed (NTE) from the contractor; and approve the contractors proposed NTE cost as a not
to exceed ceiling. The PCO shall reach agreement with the contractor or a schedule for
finalization and then authorize the contractor is willing to proceed. A price shall then
be negotiated by the parties within the timeframe agreed upon for finalization. The
negotiated settlement shall subsequently be confirmed by contract modification, for either
an individual Work Order or cumulative Work Orders issued over a period of time.
***END OF NARRATIVE H 003***
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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Name of Offeror or Contractor: AEROVIRONMENT INC.
SECTION I – CONTRACT CLAUSES
| Regulatory Cite | Title | Date | ||||
I-1
|
***THIS REFERENCE (IF0007) IS NO LONGER VALID*** | |||||
I-2
|
***THIS REFERENCE (IF0052) IS NO LONGER VALID*** | |||||
I-3
|
52.202-1 | DEFINITIONS | JUL/2004 | |||
I-4
|
52.203-3 | GRATUITIES | APR/1984 | |||
I-5
|
52.203-5 | COVENANT AGAINST CONTINGENT FEES | APR/1984 | |||
I-6
|
52.203-6 | RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT |
JUL/1995 | |||
I-7
|
52.203-7 | ANTI-KICKBACK PROCEDURES | JUL/1995 | |||
I-8
|
52.203-8 | CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY |
JAN/1997 | |||
I-9
|
52-203-10 | PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY |
JAN/1997 | |||
I-10
|
52-203-12 | LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS |
JUN/2003 | |||
I-11
|
52-204-2 | SECURITY REQUIREMENTS | AUG/1996 | |||
I-12
|
52-204-4 | PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER | AUG/2000 | |||
I-13
|
52-209-6 | PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT |
JAN/2005 | |||
I-14
|
52-211-5 | MATERIAL REQUIREMENTS | AUG/2000 | |||
I-15
|
52-211-15 | DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS | SEP/1990 | |||
I-16
|
52-213-2 | INVOICES | APR/1984 | |||
I-17
|
52-215-2 | AUDIT AND RECORD — NEGOTIATION | JUN/1999 | |||
I-18
|
52-215-8 | ORDER OF PRECEDENCE – UNIFORM CONTRACT FORMAT | OCT/1997 | |||
I-19
|
52-215-10 | PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA | OCT/1997 | |||
I-20
|
52-215-12 | SUBCONTRACTOR COST OR PRICING DATA | OCT/1997 | |||
I-21
|
52-215-14 | INTEGRITY OF UNIT PRICES (OCT 97) – ALTERNATE I | OCT/1997 | |||
I-22
|
52-215-15 | PENSION ADJUSTMENTS AND ASSET REVERSIONS | OCT/2004 | |||
I-23
|
52-215-17 | WAIVERS OF FACILITIES CAPITAL COST OF MONEY | OCT/1997 | |||
I-24
|
52-215-18 | REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS | JUL/2005 | |||
I-25
|
52-215-19 | NOTIFICATION OF OWNERSHIP CHANGES | OCT/1997 | |||
I-26
|
53-216-7 | ALLOWABLE COST AND PAYMENT | DEC/2002 | |||
I-27
|
52-216-8 | FIXED FEE | MAR/1997 | |||
I-28
|
52-216-16 | PAYMENTS OF ALLOWABLE COSTS BEFORE DEFINITIZATION | DEC/2002 | |||
I-29
|
52-219-8 | UTILIZATION OF SMALL BUSINESS CONCERNS | MAY/2004 | |||
I-30
|
52-219-9 | SMALL BUSINESS SUBCONTRACTING PLAN | JUL/2005 | |||
I-31
|
52-219-16 | LIQUIDATED DAMAGES – SUBCONTRACTING PLAN | JAN/1999 | |||
I-32
|
52-222-1 | NOTICE TO THE GOVERNMENT OF LABOR DISPUTES | FEB/1997 | |||
I-33
|
52-222-3 | CONVICT LABOR | JUN/2003 | |||
I-34
|
52-222-19 | CHILD LABOR — COOPERATION WITH AUTHORITIES AND REMEDYING | JUN/2004 | |||
I-35
|
52-222-20 | WALSH-HEALEY PUBLIC CONTRACTS ACT | DEC/1996 | |||
I-36
|
52-222-21 | PROHIBITION ON SEGREGATED FACILITIES | FEB/1999 | |||
I-37
|
52-222-26 | EQUAL OPPORTUNITY | APR/2002 | |||
I-38
|
52-222-29 | NOTIFICATION OF VISA DENIAL | JUN/2003 | |||
I-39 I-40 |
52-222-35 52-222-36 |
EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES | DEC/2001 JUN/1998 |
|||
I-41
|
52-222-37 | EMPLOYMENT REPORT ON SPECIAL DISABLED VETERANS. VETERAN OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS | DEC/2001 | |||
I-42
|
52-222-38 | COMPLIANCE WITH VETERANS’ EMPLOYMENT REPORTING REQUIREMENTS |
DEC/2001 | |||
I-43
|
52-223-5 | POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION | AUG/2003 | |||
I-44
|
52-223-6 | DRUG-FREE WORKPLACE | MAY/2001 | |||
I-45
|
52-223-10 | WASTE REDUCTION PROGRAM | AUG/2000 | |||
I-46
|
52-223-14 | TOXIC CHEMICAL RELEASE REPORTING | AUG/2003 | |||
I-47
|
52-335-13 | RESTRICTION ON CERTAIN FOREIGN PURCHASES | MAR/2005 | |||
I-48
|
52-226-1 | UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED ECONOMIC ENTERPRISES |
JUN/2000 | |||
I-49
|
52-227-1 | AUTHORIZATION AND CONSENT | JUL/1995 | |||
I-50
|
52-227-2 | NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT |
AUG/1996 | |||
I-51
|
52-227-3 | PATENT INDEMNITY | APR/1984 | |||
I-52
|
52-228-3 | WORKERS’ COMPENSATION INSURANCE (DEFENSE BASE ACT) | APR/1984 | |||
I-53
|
52-228-4 | WORKERS’ COMPENSATION AND WAR-HAZARD INSURANCE OVERSEAS |
APR/1984 | |||
I-54
|
52-228-7 | INSURANCE – LIABILITY TO THIRD PERSONS | MAR/1996 | |||
I-55
|
52-229-3 | FEDERAL, STATE, AND LOCAL TAXES | APR/2003 | |||
I-56
|
52-229-4 | FEDERAL, STATE, AND LOCAL TAXES (STATE AND LOCAL | APR/2003 |
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Name of Offeror or Contractor: AEROVIRONMENT INC.
| Regulatory Cite | Title | Date | ||||
| ADJUSTMENTS) | ||||||
I-57
|
52-232-1 | PAYMENTS | APR/1984 | |||
I-58
|
52-232-8 | DISCOUNTS FOR PROMPT PAYMENT | FEB/2002 | |||
I-59
|
52-232-9 | LIMITATION ON WITHHOLDINGS OF PAYMENTS | APR/1984 | |||
I-60
|
52-232-11 | EXTRAS | APR/1984 | |||
I-61
|
52-232-17 | INTEREST | JUN/1996 | |||
I-62
|
52-232-20 | LIMITATION OF COST | APR/1984 | |||
I-63
|
52-232-23 | ASSIGNMENT OF CLAIMS | JAN/1986 | |||
I-64
|
52-232-23 | ASSIGNMENT OF CLAIMS (JAN 1986) — ALTERNATE I | APR/1984 | |||
I-65
|
52-232-25 | PROMPT PAYMENT | OCT/2003 | |||
I-66
|
52-232-25 | PROMPT PAYMENT (OCT 2003) – ALTERNATE I | FEB/2002 | |||
I-67
|
52-232-33 | PAYMENT BY ELECTRONIC FUNDS TRANSFER – CENTRAL CONTRACTOR REGISTRATION |
OCT/2003 | |||
I-68
|
52-233-1 | DISPUTES | JUL/2002 | |||
I-69
|
52-233-3 | PROTEST AFTER AWARD | AUG/1996 | |||
I-70
|
52-237-3 | CONTINUITY OF SERVICES | JAN/1991 | |||
I-71
|
52-242-1 | NOTICE OF INTENT TO DISALLOW COSTS | APR/1984 | |||
I-72
|
52-242-3 | PENALTIES FOR ALLOWABLE COSTS | MAY/2001 | |||
I-73
|
52-342-6 | CERTIFICATION OF FINAL INDIRECT COSTS | JAN/1997 | |||
I-74
|
52-242-10 | F.O.B. ORIGIN – GOVERNMENT BILLS OF LADING OR PREPAID POSTAGE (APPLICABLE ONLY TO OPTION QUANTITY) | APR/1984 | |||
I-75
|
52-242-13 | BANKRUPTCY | JUL/1995 | |||
I-76
|
52-243-1 | CHANGES — FIXED PRICE (AUG 1987) — ALTERNATE I | APR/1984 | |||
I-77
|
52-243-1 | CHANGES — FIXED PRICE | AUG/1987 | |||
I-78
|
52-243-2 | CHANGES — COST REIMBURSEMENT (AUG 1987) — ALTERNATE I | APR/1984 | |||
I-79
|
52-243-2 | CHANGES — COST REIMBURSEMENT (AUG 1987) — ALTERNATE II | APR/1984 | |||
I-80
|
52-243-2 | CHANGES — COST REIMBURSEMENT | AUG/1987 | |||
I-81
|
52-243-7 | NOTIFICATION OF CHANGES (the blanks in paragraph (b) and (d) are completed with thirty (30)) | APR/1984 | |||
I-82
|
52-245-1 | PROPERTY RECORDS | APR/1984 | |||
I-83
|
52-345-4 | GOVERNMENT-FURNISHED PROPERTY (SHORT FORM) | JUN/2003 | |||
I-84
|
52-245-18 | SPECIAL TEST EQUIPMENT | FEB/1993 | |||
I-85
|
52-246-16 | RESPONSIBILITY FOR SUPPLIES | APR/1984 | |||
I-86
|
52-246-23 | LIMITATION OF LIABILITY | FEB/1997 | |||
I-87
|
52-246-25 | LIMITATION OF LIABILITY – SERVICES | FEB/1997 | |||
I-88
|
52-247-27 | CONTRACT NOT AFFECTED BY ORAL AGREEMENT | APR/1984 | |||
I-89
|
52-247-39 | F.O.B. ORIGIN | JUN/1988 | |||
I-90
|
52-247-63 | PREFERENCE FOR U.S. FLAG AIR CARRIERS | JUN/2003 | |||
I-91
|
52-248-1 | VALUE ENGINEERING | FEB/2000 | |||
I-92
|
52-349-2 | TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) |
MAY/2004 | |||
I-93
|
52-249-6 | TERMINATION (COST-REIMBURSEMENT) | MAY/2004 | |||
I-94
|
52-249-8 | DEFAULT (FIXED PRICE SUPPLY AND SERVICE) | APR/1984 | |||
I-95
|
52-249-13 | FAILURE TO PERFORM | APR/1984 | |||
I-96
|
52-249-14 | EXCUSABLE DELAYS | APR/1984 | |||
I-97
|
52-253-1 | COMPUTER GENERATED FORMS | JAN/1991 | |||
I-98
|
*** THIS REFERENCE (IA0041) IS NOT LONGER VALID *** | |||||
I-99
|
*** THIS REFERENCE (IA0065) IS NOT LONGER VALID *** | |||||
I-100
|
*** THIS REFERENCE (IA0590) IS NOT LONGER VALID *** | |||||
I-101
|
252-201-7000 | CONTRACTING OFFICER’S REPRESENTATIVE | DEC/1991 | |||
I-102
|
252-203-7001 | PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE- CONTRACT-RELATED FELONIES |
DEC/2004 | |||
I-103
|
252-203-7002 | DISPLAY OF DOD HOTLINE POSTER | DEC/1991 | |||
I-104
|
252-204-7000 | DISCLOSURE OF INFORMATION | DEC/1991 | |||
I-105
|
252-204-7002 | PAYMENT FOR SUBLINE ITEMS NOT SEPARATELY PRICED | DEC/1991 | |||
I-106
|
252-204-7003 | CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT | APR/1992 | |||
I-107
|
252-204-7005 | ORAL ATTESTATION OF SECURITY RESPONSIBILITIES | NOV/2001 | |||
I-108
|
252-205-7000 | PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS |
DEC/1991 | |||
I-109
|
252-209-7004 | SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY |
MAR/1998 | |||
I-110
|
252-215-7000 | PRICING ADJUSTMENTS | DEC/1991 | |||
I-111
|
252-215-7002 | COST ESTIMATING SYSTEM REQUIREMENTS | OCT/1998 | |||
I-112
|
252-217-70028 | OVER AND ABOVE WORK | DEC/1991 | |||
I-113
|
252-219-7003 | SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) |
APR/1996 | |||
I-114
|
252-222-7002 | COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS) | JUN/1997 | |||
I-115
|
252-223-7006 | PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS (APR 1993) — ALTERNATE I | NOV/1995 | |||
I-116
|
252-323-7006 | PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS |
APR/1993 |
| Reference No. of Document Being Continued | Page 51 of 111 | |||||||
CONTINUATION SHEET
|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | REPRINT | ||||
Name of Offeror or Contractor: AEROVIRONMENT INC.
| Regulatory Cite | Title | Date | ||||
I-117
|
252-225-7001 | BUY AMERICAN ACT AND BALANCE OF PAYMENT PROGRAM | JUN/2005 | |||
I-118
|
252-225-7002 | QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS | APR/2003 | |||
I-119
|
252-225-7004 | REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA — SUBMISSION AFTER AWARD | JUN/2005 | |||
I-120
|
252-225-7012 | PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES | JUN/2004 | |||
I-121
|
252-225-7013 | DUTY-FREE ENTRY | JUN/2005 | |||
I-122
|
252-225-7014 | PREFERENCE FOR DOMESTIC SPECIALTY METALS | JUN/2005 | |||
I-123
|
252-225-7015 | RESTRICTION ON ACQUISITION OF HAND OR MEASURING TOOLS |
JUN/2005 | |||
I-124
|
252-225-7016 | RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS (JUN 2005) — ALTERNATE I | APR/2003 | |||
I-125
|
252-225-7016 | RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS |
JUN/2005 | |||
I-126
|
252-225-7022 | RESTRICTION ON ACQUISITION OF POLYACRYLONITRILE (PAN) CARBON FIBER | JUN/2005 | |||
I-127
|
252-225-7025 | RESTRICTION ON ACQUISITION OF FORGINGS | JUN/2005 | |||
I-128
|
252-225-7036 | BUY AMERICAN ACT — FREE TRADE AGREEMENTS — BALANCE OF PAYMENTS PROGRAM | JUN/2005 | |||
I-129
|
252-225-7042 | AUTHORIZATION TO PERFORM | APR/2003 | |||
I-130
|
252-227-7013 | RIGHTS IN TECHNICAL DATA NON-COMMERCIAL ITEMS | NOV/1995 | |||
I-131
|
252-227-7014 | RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION |
JUN/1995 | |||
I-132
|
252-227-7019 | VALIDATION OF ASSERTED RESTRICTIONS — COMPUTER SOFTWARE | JUN/1995 | |||
I-133
|
252-227-7025 | LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS |
JUN/1995 | |||
I-134 I-135 |
252-227-7027 252-228-7001 |
DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE GROUND AND FLIGHT RISK |
APR/1988 SEP/1996 |
|||
I-136
|
252-228-7002 | AIRCRAFT FLIGHT RISK | SEP/1996 | |||
I-137
|
252-228-7003 | CAPTURE AND DETENTION | DEC/1991 | |||
I-138
|
252-228-7005 | ACCIDENT REPORTING AND INVESTIGATION INVOLVING AIRCRAFT, MISSILES, AND SPACE LAUNCH VEHICLES |
DEC/1991 | |||
I-139
|
252-231-7000 | SUPPLEMENTAL COST PRINCIPLES | DEC/1991 | |||
I-140
|
252-232-7003 | ELECTRONIC SUBMISSION OF PAYMENT REQUESTS | JAN/2004 | |||
I-141
|
252-232-7004 | DOD PROGRESS PAYMENT RATES | OCT/2001 | |||
I-142
|
252-235-7003 | FREQUENCY AUTHORIZATION | DEC/1991 | |||
I-143
|
252-242-7000 | POSTAWARD CONFERENCE | DEC/1991 | |||
I-144
|
252-243-7001 | PRICING OF CONTRACT MODIFICATIONS | DEC/1991 | |||
I-145
|
252-243-7002 | REQUESTS FOR EQUITABLE ADJUSTMENT | MAR/1998 | |||
I-146
|
252-244-7000 | SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DOD CONTRACTS) |
MAR/2000 |
I-147
|
*** THIS REFERENCE (IF8170) IS NO LONGER VALID*** | |||||
| *Insert TBD in the blank in paragraph (e) and TBD in a blank in paragraph(k)within the above-referenced provision | ||||||
I-148
|
52-217-9 | OPTION TO EXTEND SERVICES | NOV/1999 | |||
| *Insert TBD in the blank within the above-referenced clause. | ||||||
I-149
|
52-222-3 | PAYMENT FOR OVERTIME PREMIUMS | JUN/1990 | |||
| *Insert TBD in the blank in paragraph (a) within the above-referenced clause. | ||||||
I-150
|
52-232-32 | PERFORMANCE-BASED PAYMENTS | FEB/2002 | |||
| *Insert 30th in the blank in paragraph (c)(2) within the above-referenced clause. | ||||||
I-151
|
52-243-7 | NOTIFICATION OF CHANGES | APR/1984 | |||
| (The blank in paragraph (b) of this clause is completed with 30 DAYS. The blank in paragraph (d) of this clause is completed with 15 DAYS. | ||||||
I-152
|
52-216-23 | EXECUTION AND COMMENCEMENT OF WORK | APR/1984 | |||
| The Contractor shall indicate acceptance of this letter contract by signing three copies of the contract and returning them to the Contracting officer not later than ___ | ||||||
| 25 February 2005. Upon acceptance by both parties, the Contractor shall proceed with performance of the work, including purchase of necessary materials. | ||||||
| (End of clause) | ||||||
I-153
|
52-216-24 | LIMITATION OF GOVERNMENT LIABILITY | APR/1984 | |||
| (a) | In performing this contract modification, the Contractor is not authorized to make expenditures or incur obligations exceeding $[***] dollars. | |
| (b) | The maximum amount of which the Government shall be liable if this contract is terminated is $[***] dollars |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Reference No. of Document Being Continued |
||||||||
CONTINUATION SHEET
|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | Page 52 of 111 REPRINT |
||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
(End of clause)
I-154
|
52-223-49 | SERVICE CONTRACT ACT — PLACE OF PERFORMANCE UNKNOWN | MAY/1989 |
| (a) | This contract is subject to the service Contract Act, and the place of performance was unknown when the solicitation was issued. In addition to places or areas identified in wage determinations, if any, attached to the solicitation, wage determinations have also been requested for the following: TBD. The Contracting officer will request wage determinations for additional places or areas of performance if asked to do so in writing by TBD. | |
| (b) | Offerors who intend to perform in a place or area of performance for which a wage determination has not been attached or requested may nevertheless submit bids or proposals. However, a wage determination shall be requested and incorporated in the resultant contract, retroactive to the date of contract award, and there shall be no adjustment in the contract price. |
(END OF CLAUSE)
I-155
|
52-244-2 | SUBCONTRACTS | AUG/1998 |
| (a) | Definitions. As used in this clause. |
“Approved purchasing system” means a Contractor a purchasing system that has been reviewed and
approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).
“Consent to Subcontract” means the Contracting Officer’s written consent for the Contractor to
enter into a particular subcontract.
“Subcontract” means any contract, as defined in FAR Subpart 2.1. entered into by a subcontractor to
furnish supplies or services for performance of the prime contract or a subcontract. It
includes but is not limited to, purchase orders, and changes and modifications to purchase
orders.
| (b) | This clause does not apply to subcontracts for special test equipment when the contract contains the clause at FAR 52.245.18, Special Test Equipment. | |
| (c) | When this clause is included in a fixed price type contract, consent to subcontract is required only on unpriced contract actions including unpriced modifications or unpriced delivery orders and only if required in accordance with paragraph (d) or (e) of this clause. | |
| (d) | If the Contractor does not have an approved purchasing system consent to subcontract is required for any subcontract that: | |
| (1) | is of the cost reimbursement, time and materials, or labor-hour type, or | |
| (2) | is fixed price and exceeds – |
(i) For a contract awarded by the Department of Defense, the Coast Guard, or the
National Aeronautics and Space Administration, the greater of the simplified
acquisition threshold or 5 percent of the total estimated cost of the contract, or
(ii) For a contract awarded by a civilian agency other than the Coast Guard and the
National Aeronautics and Space Administration, either the simplified acquisition
threshold or 5 percent of the total estimated cost of the contract.
| (e) | If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts: |
TBD
| (f) | (1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (c), (d) or (e) of this clause, including the following information: |
(i) A description of the supplies or services to be subcontracted.
(ii) Identification of the type of subcontract to be used.
(iii) Identification of the proposed subcontractor.
(iv) The proposed subcontract price.
(v) The subcontractor’s current, complete, and accurate cost or pricing date and
Certificate of Current Cost or Pricing Data, if required by other contract provisions.
(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost
Accounting Standards when such data are required by other provisions of this contract.
| Reference No. of Document Being Continued |
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CONTINUATION SHEET
|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | Page 53 of 111 REPRINT |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
| (vii) | A negotiation memorandum reflecting – |
(A) The principal elements of the subcontract price negotiations;
(B) The most significant considerations controlling establishment of initial or
revised prices,
(C) The reason cost or pricing data were or were not required;
(D) The extent, if any to which the Contractor did not rely on the
subcontractor’s cost or pricing data in determining the price objective and in
negotiating the final price;
(E) The extent to which it was recognized in the negotiation that the
subcontractor’s cost or pricing data were not accurate, complete, or current: the
action taken by the Contractor and the subcontractor, and the effect of any such
defective data on the total price negotiated;
(F) The reasons for any significant difference between the Contractor’s price
objective and the price negotiated; and
(G) A complete explanation of the incentive fee or profit plan when incentives
area used. The explanation shall identify each critical performance element,
management decisions used to quantify each incentive element, reasons for the
incentives and a summary of all trade off possibilities considered.
(2) The Contractor is not required to notify the Contracting Officer in advance of entering into
any subcontract for which consent is not required under paragraph (c), (d) or (e) of this clause.
(g) Unless the consent or approval specifically provides otherwise neither consent by the
Contracting Officer to any subcontractor nor approval of the Contractor’s purchasing system
shall constitute determination.
| (1) | Of the Acceptability of any subcontract terms or conditions; | |
| (2) | Of the allowability of any cost under this contract; or | |
| (3) | To relieve the Contractor of any responsibility for performing this contract. |
| (h) | No subcontractor or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any few payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(1). | |
| (i) | The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government. | |
| (j) | The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR Subpart 44.3. | |
| (k) | Paragraph (d) and (f) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: |
TO BE DETERMINED
(End of clause)
I-156
|
252-311-7003 | ITEM IDENTIFICATION AND VALUATION | JUN/2005 |
(a) Definitions. As used in this clause -
*Automatic identification device* means a device, such as a reader or interrogator, used to
retrieve data encoded on machine-readable media.
*Concatenated unique item identifier* means — -
(1) For items that are serialized within the enterprise identifier, the linking together of
the unique identifier data elements in order of the issuing agency code, enterprise identifier, and
unique serial number within the enterprise identifier; or
(2) For items that are serialized within the original part, lot, or batch number, the linking
together of the unique identifier data elements in order of the issuing agency code; enterprise
identifier; original part, lot, or batch number, and serial number within the original part, lot,
or batch number.
| Reference No. of Document Being Continued |
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CONTINUATION SHEET
|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | Page 54 of 111 REPRINT |
||||
| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
“Data qualifier” means a specified character (or string of characters) that immediately
precedes a data field that defines the general category or intended use of the data that follows.
“DoD recognized unique identification equivalent” means a unique identification method that is
in commercial use and has been recognized by DoD. All DoD recognized unique identification
equivalents are listed at http://www.acq.osd.mil/dpap/UID/equivalents.html
“DoD unique item identification” means a system of making items delivered to DoD with unique
item identifiers that have machine-readable data elements to distinguish an item from all other
like and unlike items. For items that are serialized within the enterprise identifier, the unique
item identifier shall include the data elements of the enterprise identifier and a unique serial
number. For items that are serialized within the part, lot, or batch number within the enterprise
identifier, the unique item identifier shall include the data elements of the enterprise
identifier: the original part, lot, or batch number; and the serial number.
“Enterprise” means the entity (i.e., a manufacturer or vendor) responsible for assigning
unique item identifiers to items.
“Enterprise identifier” means a code that is uniquely assigned to an enterprise by an issuing
agency.
“Government’s unit acquisition cost” means — -
(1) For fixed price type line, subline, or exhibit line items, the unit price identified in
the contract at the time of delivery;
(2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor’s
estimated fully burdened unit cost to the Government at the time of delivery; and
(3) For items produced under a time-and-materials contract, the Contractor’s estimated fully
burdened unit cost to the Government at the time of delivery.
“Issuing agency” means an organization responsible for assigning a non-repeatable identifier
to an enterprise (i.e., Dun & Bradstreet’s Data Universal Numbering System (DUNS) Number, Uniform
Code Council (UCC/EAN International (EAN) Company Prefix, or Defense Logistics Information Systems
(DLIS) Commercial and Government Entity (CAGE) Code.
“Issuing agency code” means a code that designates the registration for controlling; authority
for the enterprise identifier.
“Item” means a single hardware article or a single unit formed by a grouping of subassemblies,
components, or constituent parts.
“Lot or batch number” means an identifying number assigned by the enterprise to a designated
group of items, usually referred to as either a lot or a batch, all of which were manufactured
under identical conditions.
“Machine-readable” means an automatic identification technology media, such as bar codes,
contract memory buttons, radio frequency identification, or optical memory cards.
“Original part number” means a combination of numbers or letters assigned by the enterprise at
item creation to a class of items with the same form, fit, function, and interface.
“Parent item” means the item assembly, intermediate component, or subassembly that has an
embedded item with a unique item identifier or DoD recognized unique identification equivalent.
“Serial number within the enterprise identifier” means a combination of numbers, letters, or
symbols assigned by the enterprise to an item that provides for the differentiation of that item
from any other like and unlike item and is never used again within the enterprise.
“Serial number within the part, lot, or batch number” means a combination of numbers or
letters assigned by the enterprise to an item that provides for the differentiation of that item
from any other like item within a part, lot, or batch number assignment.
“Serialization within the enterprise identifier” means each item produced is assigned a serial
number that is unique among all the tangible items produced by the enterprise and is never used
again. The enterprise is responsible for ensuring unique serialization within the enterprise
identifier.
“Serialization within the part, lot, or batch number” means each item of a particular part,
lot, or batch number is assigned a unique serial number within that part, lot, or batch number
assignment. The enterprise is responsible for ensuring unique serialization within the part, lot,
or batch number within the enterprise identifier.
“Unique item identifier” means a set of data elements marked on items that is globally unique
and unambiguous.
“Unique item identifier type” means a designator to indicate which method of uniquely
identifying a part has been used. The current list of accepted unique item identifier types is
maintained at http://www.acq.osd.mil/dpap/UID/uid_types.html.
| (b) | The Contractor shall deliver all items under a contract line, subline, or exhibit line item. |
| Reference No. of Document Being Continued |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
| (c) | DoD Unique item identification or DoD recognized unique identification equivalents. |
| (1) | The Contractor shall provide DoD unique item identification, or a DoD recognized unique identification equivalent, for — |
| (i) | All delivered items for which the Government’s unit acquisition cost is $5,000 or more; and | ||
| (ii) | The following items for which the Government’s unit acquisition cost is less than $5,000: |
| Contract line, subline, or exhibit line item no. |
Item description | |||||
| “none" | ||||||
| (iii) | Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number “none” |
(2) The concatenated unique item identifier and the component data elements of the DoD unique
item identification or DoD recognized unique identification equivalent shall not change over the
life of the item.
(3) Data syntax and semantics of DoD unique item identification and DoD recognized unique
identification equivalents. The Contractor shall ensure that —
(i) The encoded data elements (except issuing agency code) of the unique item identifier are
marked on the item using one of the following three types of data qualifiers, as determined by the
contractor.
(A) Data Identifiers (DIs) (Format 06) in accordance with ISO/IBC International Standard
15418, Information Technology EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and
ANSI MH 10 Data Identifiers and Maintenance.
(B) Application Identifiers (Ais) (Format 05), in accordance with ISO/IEC International
Standard 15418, Information Technology —EAN/UCC Application Identifiers and ANSI MH 10 Data
Identifiers and ANSI MH 10 Data Identifiers and Maintenance.
(C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution “DD”
format for use until solution is approved by ISO/IBC JTC1 SC 31. The “DD” format is described in
Appendix D of the DoD Guide to Uniquely Identifying Items available at
http://www.acq.osd.mil/dpap/UID/guides.htm; and
(ii) The encoded data elements of the unique item identifier conform to ISO/IEC International
Standard 15434, Information Technology – Syntax for High Capacity Automatic Data Capture Media.
(4) DoD unique item identification and DoD recognized unique identification equivalents.
(i) The Contactor shall —
(A) Determine whether to serialize within the enterprise identifier or serialize within the
part, lot, or batch number; and
(B) Place the data elements of the unique item identifier (enterprise identifier; serial
number; and for serialization within the part, lot, or batch number only, original part, lot, or
batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria
provided in the version of MIL-STD-130, Identification marking of U.S. Military Property, cited in
the contract Schedule.
(ii) The issuing agency code —
(A) Shall not be placed on the item; and
(B) Shall be derived from the data qualifier for the enterprise identifier.
(d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii) of
this clause, in addition to the information provided as part of the Material Inspection and
Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of
delivery, either as part of, or associated with the Material Inspection and Receiving Report, the
following information:
| Reference No. of Document Being Continued |
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|
PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD | Page 56 of 111 REPRINT |
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| Name of Offeror or Contractor: AEROVIRONMENT INC. | ||||||||
(1) Concatenated unique item identifier; or DoD recognized unique identification equivalent.
(2) Unique item identifier type.
(3) Issuing agency code (if concatenated unique item identifier is used).
(4) Enterprise identifier (if concatenated unique item identifier is used).
(5) Original part number.
(6) Lot or batch number.
(7) Current part number (if not the same as the original part number).
(8) Current part number effective date.
(9) Serial number.
(10) Government’s unit acquisition cost.
(e) For embedded DoD serially managed subassemblies, components, and parts that require unique item
identification under paragraph (c)(1)(iii) of this clause, the contractor shall report at the time
of delivery, either as part of, or associated with the Material Inspection and Receiving Report
specified elsewhere in this contract, the following information:
(1) Concatenated unique item identifier or DoD recognized unique identification equivalent of
the parent item delivered under a contract line, subline, or exhibit line item that contains the
embedded subassembly, component, or part.
(2) Concatenated unique item identifier or DoD recognized unique identification equivalent of
the embedded subassembly, component, or part.
(3) Unique item identifier type.**
(4) Issuing agency code (if concatenated unique item identifier is used).**
(5) Enterprise identifier (if DoD concatenated unique item identifier is used). **
(6) Original part number. **
(7) Lot or batch number. **
(8) Current part number (if not the same as the original part number). **
(9) Current part number effective date. **
(10) Serial number. **
(11) Unit of measure.
(12) Description.
** Once per item.
(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause
in accordance with the data submission procedures at
http://www.acq.osd.mil/dpap/UID/DataSubmission.html.
(g) Subcontracts. If paragraph (c)(1) of this clause applies, the Contractor shall include this
clause, including this paragraph (g), in all subcontracts issued under this contract.
(End of clause)
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T-157
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252.217.7027 | CONTRACT DEFINITIZATION | OCT/1998 |
(a) A FIRM FIXED PRICE FOR CLINs 0021, 0022 AND COST PLUS FIXED FEE FOR CLINs 0023, 0024 PRICE
contract modification is contemplated. The Contractor agrees to begin promptly negotiating with
the Contracting Officer the terms of a definitive contract modification that will include (1) all
clauses required by the Federal Acquisition Regulation (FAB) on the date of execution of the OVER
AND ABOVE (O&A) contract action, (2) all clauses required by law on the date of execution of the
definitive contract action, and (3) any other mutually agreeable clauses, terms and conditions.
The Contractor agrees to submit a FIRM FIXED PRICE FOR CLINs 0021, 0022 WITH COST PLUS FIXED FEE
FOR CLINs 0023, 0024 proposal and cost or pricing data supporting its proposal.
(b) The schedule for definitizing this contract MODIFICATION is as follows:
Submission of Proposal:
|
50 DAYS AFTER AWARD DATE | |||
Complete Government Evaluation:
|
120 DAYS AFTER AWARD DATE | |||
Beginning of Negotiation:
|
140 DAYS AFTER AWARD DATE | |||
Complete Negotiations:
|
150 DAYS AFTER AWARD DATE | |||
| DEFINITIZATION: | 180 DAYS AFTER AWARD DATE | |||
(c) If agreement on a definitive contract action to supersede this O&A contract action is not
reached by the target date in paragraph (b) of this clause, or within any extension of it granted
by the Contracting Officer, the Contracting Officer may, with the approval of the head of the
contracting activity, determine a reasonable price or fee in accordance with Subpart 35.4 and Part
31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the
Contractor shall proceed with completion of the contract, subject only to the Limitation of
Government Liability clause.
*(1) After the Contracting Officer’s determination of price or fee, the contract shall be
governed by —
* (i) All clauses required by the FAR on the date of execution of this contract action for
either fixed-price or cost-reimbursement contracts, as determined by the Contracting Officer under
this paragraph (c);
* (ii) All clauses required by law as of the date of the Contracting Officer’s determination; and
* (iii) Any other clauses, terms, and conditions mutually agreed upon.
*(2) To the extent consistent with subparagraph (c)(1) of this clause, all clauses, terms, and
conditions included in this contract action shall continue in effect.
(d) THE NOTE TO EXCEED CEILING AMOUNT FOR THIS ACTION IS IDENTIFIED BELOW:
| CLIN | CONTRACT TYPE | FUNDED AMOUNT | NTE AMOUNT | ACRN | OMA FUND SOURCE | OPA FUND SOURCE | ||||||||||||||
0021AA |
PFP | $ | [***] | $ | [***] | AE | $ | [***] | ||||||||||||
0022AA |
PFP | $ | [***] | $ | [***] | AE | $ | [***] | ||||||||||||
0023AA |
CPFF | $ | [***] | $ | [***] | AC | $ | [***] | ||||||||||||
0023AB |
CPFF | $ | [***] | $ | [***] | AD | $ | [***] | ||||||||||||
0023AC |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||
0024AA |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||
0024AB |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||
0024AC |
CPFF | $ | [***] | $ | [***] | AF | $ | [***] | ||||||||||||
FUNDED TOTAL |
$ | [***] | NTE TOTAL $[***] | OMA TOTAL $[***] | OPA TOTAL $[***] | |||||||||||||||
The limitation of the government’s liability for this action is $[***]
which represents 50 percent of the Not-To-Exceed Ceiling Amount of[***]$[***]
and is subject to downward negotiation only. The definitive contract MODIFICATION resulting from
this NOT TO EXCEED contract action will include a negotiated FIRM FIXED PRICE FOR CLINS 0021 AND
0023 AND A COST PLUS FIXED FEE FOR CLINS 00223 AND 0024 WHICH in no event is to exceed
$[***].
(End of clause)
T-158
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352 222-2000 | RESTRICTIONS ON EMPLOYMENT OF PERSONNEL | MAR/2000 |
(a) The contractor shall employ, for the purposes of performing that portion of the contract
work in TO BE DETERMINED, individuals who are residents thereof and who, in the case of any craft
or trade, possess or would be able to acquire promptly the necessary skills to perform the
contract.
(b) The contractor shall insert the substance of this clause, including this paragraph (b), in
each subcontract awarded under this contract.
(End of clause)
I-159
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52.245-4001 | SCHEDULE OF GOVERNMENT-FURNISHED EQUIPMENT/MATERIAL/ PROPERTY (USAAMCOM) | OCT/1992 |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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(a) The Government will make the Government-Furnished Equipment/Material/Property
(GFE/GFM/GFP) listed below in paragraph (e) available to the Contractor for performance of the
contract. This GFE/GFM/GFP shall be subject to the Government Property clause(s) located in
Section 1 of this document.
(b) Each offeror shall specify below the points to which the GPE/GFM/GFP shall be furnished,
if the offeror fails to specify a delivery point below, the delivery point shall be the address
specified by the offeror in Standard Form 33 block 15A of this document. If the Government ships
by rail, the property will be furnished F.O.B. the siding nearest the delivery point. If the
Government ships by truck, U.S. Mail, or commercial package service, the property will be furnished
F.O.B. the delivery point.
Delivery Point: AeroVironment: Semi Valley Plant
(c) The Contractor shall accept delivery at the delivery point determined above. Upon
acceptance, the contractor shall bear all costs incidental to any demurrage incurred and shall be
responsible for any transportation of the property to the Contractor’s place of performance.
(d) Transportation charges to the delivery point determined above (___) SHALL BE (X) SHALL NOT
BE a factor in the evaluation of offers. The origin shipping points shown below in paragraph (e)
are for evaluation purposes only.
(e) Schedule of GPE/GPM/GFP:
| NOMENCLATURE AND | ORIGIN | DIMENSIONS | ||||||
| NATIONAL STOCK | SHIPPING | WEIGHT | L x W x H | |||||
| QUANTITY | NUMBER | POINT | PER UNIT | (In Inches) | ||||
One each per Aircraft |
Pay: Code GPS Card | n/a | n/a | n/a | ||||
Four each per System |
Indigo Omega IR Camera | n/a | n/a | n/a |
(End of clause)
I-160
|
52.215-19 NOTIFICATION OF OWNERSHIP CHANGES | OCT/1997 |
(a) The Contractor shall make the following notifications in writing:
(1) When the Contractor becomes aware that a change in its ownership has occurred, or is
certain to occur, that could result in changes in the valuation of its capitalized assets in the
accounting records, the Contractor shall notify the Administrative Contractor Officer (ACO) within
30 days.
(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset
valuations or any other cost changes have occurred or are certain to occur as a result of a change
in ownership.
(b) The Contractor shall
(1) Maintain current, accurate, and complete inventory records of assets and their costs;
(2) Provide the ACO or designated representative ready access to the records upon request;
(3) Ensure that all individual and grouped assets, their capitalized values, accumulated
depreciation or amortization, and remaining useful lives are identified accurately before and after
each of the Contractor’s ownership changes; and
(4) Retain and continue to maintain depreciation and amortization schedules based on the asset
records maintained before each Contractor ownership change.
(c) The Contractor shall include the substance of this clause in all subcontractors under this
contractor that meet the applicability requirement of FAR 15.408(k).
(End of clause)
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52.215-21 | REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA – MODIFICATIONS | OCT/1997 |
(a) Exceptions from cost or pricing data, (1) In lieu of submitting cost or pricing data for
modifications under this contract, for price adjustments expected to exceed the threshold set forth
at FAB 15.604-2(a)(1) on the date of the agreement on price or the date of award, whichever is
later, the Contractor may submit a written request for exception by submitting the information
described in the following subparagraphs. The Contracting Officer may require additional
supporting information, but only to the extent necessary to determine whether an exception should
be granted, and whether the price is fair and reasonable.
(i) Identification of the law or regulation establishing the price offered. If the price is
controlled under law by periodic rulings, reviews, or similar actions of a governmental body attach
a copy of the controlling document, unless it was previously submitted to the contracting office.
(ii) Information on modifications of contracts or subcontracts for commercial items.
(A) If (1) the original contract or subcontract was granted an exception from cost or pricing
data requirements because the price agreed upon was based on adequate price competition, or prices
set by law or regulation, or was a contract or subcontract for the acquisition of a commercial
item, and (2) the modification (to the contract or subcontract) is not exempted based on one of
these exceptions, then the Contractor may provide information to establish that the modification
would not change the contract or subcontract from a contract or subcontract for the acquisition of
a commercial item to a contract or subcontract for the acquisition of an item other than a
commercial item.
(B) For a commercial item exception, the Contractor shall provide, at a minimum, information
on prices at which the same item or similar items have previously been sold that is adequate for
evaluating the reasonableness of the price of the modification. Such information may include —
(1) For catalog items, a copy of or identification of the catalog and its date, or the
appropriate pages for the offered items, or a statement that the catalog is on file in the buying
office to which the proposal is being submitted. Provide a copy or describe current discount
policies and price lists (published or unpublished), e.g., wholesale, original equipment
manufacturer, or reseller. Also explain the basis of each offered price and its relationship to
the established catalog price, including how the proposed price relates to the price of recent
sales in quantities similar to the proposed quantities.
(2) For market-priced items, the source and data or period of the market quotation or other
basis for market price, the base amount, and applicable discounts. In addition describe the nature
of the market.
(3) For items included on an active Federal Supply Service Multiple Award Schedule contract,
proof that an exception has been granted for the schedule item.
(2) The Contractor grants the Contracting Officer or an authorized representative the right to
examine, at any time before award, books, records, documents, or other directly pertinent records
to verify any request for an exception under this clause, and the reasonableness of price. For
items priced using catalog or market prices, or law or regulation, access does not extend to cost
or profit information or other data relevant solely to the contractor’s determination of the prices
to be offered in the catalog or marketplace.
(b) Requirements for cost or pricing data. If the Contractor is not granted an exception from the
requirement to submit cost or pricing data, the following applies:
(1) The Contractor shall submit cost or pricing data and supporting attachments in accordance
with Table 15-2 of FAB 15.408.
(2) As soon as practicable after agreement on price, but before award (except for unpriced
actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed
by FAB 15.406-2.
(End of clause)
I-162
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52.222-21 | PROHIBITION OF SEGREGATED FACILITIES | ||
| FEB/1999 |
(a) “Segregated facilities,” as used in this clause, means any waiting rooms, work areas, rest
rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other
storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas,
transportation, and housing facilities provided for employees, that are segregated by explicit
directive or are in fact segregated on the basis of race, color, religion, sex or national origin
because of written or oral policies, or employee custom. The term does not include separate or
single-user rest rooms and necessary dressing or sleeping areas, which shall be provided to assure
privacy between the sexes.
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(b) The Contractor agrees that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments, and that it does not and will not permit its
employees to perform their services at any location under its control where segregated facilities
are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal
Opportunity clause in this contract.
(c) The Contractor shall include this clause in every subcontract that contains the clause of this
contract entitled “Equal Opportunity.”
(End of clause)
I-163
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52.223-21 | OZONE-DEPLETING SUBSTANCES | ||
| MAY/2001 |
(a) Definition. Ozone-depleting substance, as used in this clause, means any substance the
Environmental Protection Agency designates in 40 CFR Part 82 as
(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride,
and methyl chloroform; or
(2) Class II, including, but not limited to, hydrochlorofluorocarbons
(b) The Contractor shall label products which contain or are manufactured with ozone-depleting
substances in the manner and to the extent required by 42 U.S.C. 7671j(b), (c), and (d) and 40 CFR
Part 82. Subpart E, as follows:
“WARNING: Contains (or manufactured with, if applicable)
, a
substance(s) which harm(s) public health and environment by destroying ozone in the upper
atmosphere.”
* The Contractor shall insert the name of the substance(s)
(End of clause)
I-164
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52.244-6 | SUBCONTRACTS FOR COMMERCIAL ITEMS | ||
| DEC/2004 |
(a) Definitions. As used in this clause
“Commercial item”, as used in this clause, has the meaning contained in Federal Acquisition
Regulation 2-101, Definitions.
“Subcontract”, as used in this clause, includes a transfer of commercial items between
divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.
(b) to the maximum extent practicable, the Contractor shall incorporate and require its
subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as
components of items to be supplies under this contract.
(c) Notwithstanding any other clause of this contract, the Contractor is not required to
include any FAR provision or clause, other than those listed below to the extent they are
applicable and as may be required to establish the reasonableness of prices under Part 15, in a
subcontract at any tier for commercial items or commercial components:
(1) The following clauses shall be flowed down to subcontracts for commercial items:
(i) 52.219-8, Utilization of Small Business Concerns (May 2004) ___U.S.C.
637(d)(2) and (3)),
in all subcontracts that offer further subcontracting opportunities. If the subcontract (except
subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any
public facilities), the subcontractor must include 52.219-8 in lower tier subcontracts that offer
subcontracting opportunities.
(ii) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246).
(iii) 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (Apr
1998) (38 U.S.C. 4212(a)).
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).
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(v) 52.222-19, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec
2004) (E.O. 13201) (Flow down as required in accordance with paragraph (g) of FAR clause
52.222-39).
(vi) 52.247-64, Preference for Privately Owned U.S. Flag Commercial Vessels, not applicable to
the Department of Defense.
(2) While not required, the Contractor may flow down to subcontracts for commercial items a
minimal number of additional clauses necessary to satisfy its contractual obligations.
(d) the Contractor shall include the terms of this clause, including its paragraph (d), in
subcontracts awarded under this Contract.
(End of clause)
I-165
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52.245-2 | GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEV 99-00012) | ||
| MAY/2004 |
(a) Government-furnished property.
(1) The Government shall deliver to the Contractor, for use in connection with and under the
terms of this contract, the Government-furnished property described in the Schedule or
specifications together with any related data and information that the Contractor may request and
is reasonably required for the intended use of the property (hereinafter referred to as
“Government-furnished property”).
(2) The delivery or performance dates for this contract are based upon the expectation that
Government-furnished property suitable for use (except for property furnished “as is”) will be
delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient
time to enable the Contractor to meet the contract’s delivery or performance dates.
(3) If Government-furnished property is received by the Contractor in a condition not suitable
for the intended use, the Contractor shall, upon receipt of it, notify the Contracting Officer,
detailing the facts, and, as directed by the Contracting Officer and at Government expense, either
repair, modify, return, or otherwise dispose of the property. After completing the directed action
and upon written request of the Contractor, the Contracting Officer shall make an equitable
adjustment as provided in paragraph (h) of this clause.
(4) If Government-furnished property is not delivered to the Contractor by the required time,
the Contracting Officer shall, upon the Contractor’s timely written request, make a determination
of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance
with paragraph (h) of this clause.
(b) Changes in Government-furnished property.
(1) The Contracting Officer may, by written notice, (i) decrease the````` Government-furnished
property provided or to be provided under this contract, or (ii) substitute other
Government-furnished property for the property to be provided by the Government, or to be acquired
by the Contractor for the Government, under this contract. The Contractor shall promptly take such
action as the contracting officer may direct regarding the removal, shipment, or disposal of the
property covered by such notice.
(2) Upon the Contractor’s written request, the Contracting Officer shall make an equitable
adjustment to the contract in accordance with paragraph (h) of this clause. If the Government has
agreed in the Schedule to make the property available for performing this contract and there is
any-
(i) Decrease or substitution in this property pursuant to subparagraph (b)(3) of this clause;
or
(ii) Withdrawal of authority to use this property, if provided under any other contract or
lease.
(c) Title in Government property.
(1) The Government shall retain title to all Government-furnished property.
(2) All Government-furnished property and all property acquired by the Contractor, title to
which vests in the Government under this paragraph (collectively referred to as “Government
property”), are subject to the provisions of this clause. Title to Government property shall not
be affected by its incorporation into or attachment to any property not owned by the Government,
nor shall Government property become a fixture or lose its identity as personal property by being
attached to any real property.
(3) Title to each item of facilities and special test equipment acquired by the Contractor for
the Government under this contract shall pass to and vest in the development when its use in
performing this contract commences or when the Government has paid for it, whichever is earlier
whether or not previously vested in the Government.
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(4) If this contract contains a provision directing the Contractor to purchase material for
which the Government will reimburse the Contractor as a Direct Item or cost under this contract.
(i) Title to material purchased from a vendor shall pass to and vest in the Government upon
the vendor’s delivery of such material; and
(ii) Title to all other material shall pass to and vest in the Government upon —
(A) Issuance of the material for use in contract performance;
(B) Commencement of processing of the material or its use in contract performance; or
(C) Reimbursement of the cost of the material by the Government, whichever occurs first.
(d) Use of Government property. The Government property shall be used only for performing this
contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e) Property administration.
(1) The Contractor shall be responsible and accountable for all government property provided
under this contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in
effect on the date of this contract.
(2) The Contractor shall establish and maintain a program for the use, maintenance, repair,
protection, and preservation of Government property in accordance with sound industrial practice
and the applicable provisions of Subpart 45.5 of the FAR.
(3) If damage occurs to Government property, the risk of which has been assumed by the
Government under this contract, the Government shall replace the items or the Contractor shall make
such repairs as the Government directs. However, if the Contractor cannot effect such repairs
within the time required, the Contractor shall dispose of the property as directed by the
Contracting Officer. When any property for which the Government is responsible is replaced or
repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph
(h) of this clause.
(4) The Contractor represents that the contract price does not include any amount for repairs
or replacement for which the Government is responsible. Repair or replacement of property for
which the Contractor is responsible shall be accomplished by the Contractor at its own expense.
(f) Access. The Government and all its designees shall have access at all reasonable times to the
premises in which any Government property is located for the purpose of inspecting the Government
property.
(g) Risk of loss. Unless otherwise provided in this contract, the Contractor assumes the risk of,
and shall be responsible for, any loss or destruction of, or damage to, Government property upon
its delivery to the Contractor or upon passage of title to the Government under paragraph (c) of
this clause. However, the Contractor is not responsible for reasonable wear and tear to Government
property or for Government property properly consumed in performing this contract.
(h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to
any affected contract provision in accordance with the procedures of the Changes clause. When
appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the
Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The
Government shall not be liable to suit for breach of contract for—
(1) Any delay in delivery of Government-furnished property;
(2) Delivery of Government-furnished property in a condition not suitable for its intended
use;
(3) A decrease in or substitution of Government-furnished property; or
(4) Failure to repair or replace Government property for which the Government is responsible.
(i) Government property disposal. Except as provided in paragraph (i)(1)(i), (i)(2), and (i)(8)(i)
of this clause, the Contractor shall not dispose of Government property until authorized to do so
by the Plant Clearance Officer.
(1) Scrap (to which the Government has obtained title under paragraph (c) of this clause). —
(i) Contractor with an approved scrap procedure. —
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(A) The Contractor may dispose of scrap resulting from production or testing under this
contract without Government approval. However, if the scrap requires demilitarization or is
sensitive property, the Contractor shall submit the scrap on an inventory disposal schedule.
(B) For scrap from other than production or testing the Contractor may prepare scrap lists in
lieu of inventory disposal schedules (provided such lists are consistent with the approved scrap
procedures), except that inventory disposal schedule shall be submitted for scrap aircraft or
aircraft parts and scrap that —
(1) Requires demilitarization;
(2) In a classified item;
(3) Is generated from classified items;
(4) Contains hazardous materials or hazardous wastes
(5) Contains precious metals; or
(6) Is dangerous to the public health, safety, or welfare.
(ii) Contractor without an approved scrap procedure. The Contractor shall submit an inventory
disposal schedule for all2 scrap.
(2) Pre-disposal requirements. When the Contractor determines that a property item acquired
or produced by the Contractor, to which the Government has obtained title under paragraph (c) of
this clause, is no longer needed for performance of this contract, the Contractor, in the following
order of priority:
(i) May purchase the property at the acquisition cost.
(ii) Shall make reasonable efforts to return unused property to the appropriate supplier at
fair market value (less, if applicable a reasonable restock fee that is consistent with the
supplier’s customary practices).
(iii) Shall list, on Standard Form 1428, Inventory Disposal Schedule, property that was not
purchased under paragraph (i)(2)(i) of this clause, could not be returned to a supplier, or could
not be used in the performance of other Government contracts.
(3) Inventory disposal schedules.
(i) The Contractor shall use Standard Form 1428. Inventory Disposal Schedule, to identify—
(A) Government furnished property that is no longer required for performance of this contract,
provided the terms of another government contract do not require the Government to furnish the
property for performance of that contract; and
(B) Property acquired or produced by the Contractor, to which the Government has obtained
title under paragraph (c) of this clause, that is no longer required for performance of that
contract.
(ii) The Contractor may annotate inventory disposal schedules to identify property the
Contractor wishes to purchase from the Government.
(iii) Unless the Plant Clearance Officer has agreed otherwise, or the contract requires
electronic submission of inventory disposal schedules, the Contractor shall prepare separate
inventory disposal schedules for —
(A) Special test equipment with commercial components;
(B) Special test equipment without commercial components;
(C) Printing equipment;
(D) Computers, components thereof, peripheral equipment, and related equipment;
(E) Precious Metals;
(F) Nonnuclear hazardous materials or hazardous wastes; or
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(G) Nuclear materials or nuclear wastes.
(iv) Property with the same description, condition code, and reporting location may be grouped
in a single line item. The Contractor shall describe special test equipment in sufficient detail
to permit an understanding of the special test equipment’s intended use.
(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the
Plant Clearance Officer no later than:
(i) Thirty days following the Contractor’s determination that a Government property item is no
longer required for performance of the contract;
(ii) Sixty days, or such longer period as may be approved by the Plant Clearance Officer,
following completion of contract deliveries or performance; or
(iii) One hundred twenty days, or such longer period as may be approved by the Plant Clearance
Officer, following contract termination in whole or in part.
(5) Corrections. The Plant Clearance Officer may require the Contractor to correct an
inventory disposal schedule or may reject a schedule if the property identified on the schedule is
not accountable under this contract or is not in the quantity or condition indicated.
(6) Postsubmission adjustments. The Contractor shall provide the Plant Clearance Officer at
least 10 working days advance written notice of its intent to remove a property item from an
approved inventory disposal schedule. Unless the Plant Clearance Officer objects to the intended
schedule adjustment within the notice period, the Contractor may make the adjustment upon
expiration of the notice period.
(7) Storage. —
(i) The Contractor shall store the property identified on an inventory disposal schedule
pending receipt of disposal instructions. The Government’s failure to provide disposal
instructions within 120 days following acceptance of an inventory disposal schedule might entitle
the contractor to an equitable adjustment for costs incurred to store such property on or after the
121st day.
(ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove Government
property from the premises at which the property is currently located prior to receipt of final
disposition instructions. If approval is granted, any costs incurred by the Contractor to
transport or store the property shall not increase the price or fee of any Government contract.
The storage facility shall be appropriate for assuring the property’s physical safety and
suitability for use. Approval does not relieve the Contractor of any liability under this contract
for such property.
(8) Disposition instructions. —
(i) If the Government does not provide disposition instructions to the Contractor within 45
days following acceptance of a scrap list, the Contractor may dispose of the listed scrap in
accordance with the Contractor’s approved scrap procedures.
(ii) The Contractor shall prepare for shipment, delivery f.c.b. origin, or dispose of
Government property as directed by the Plant Clearance Officer. The Contractor shall remove and
destroy any markings identifying the property as Government property prior to disposing of the
property.
(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to
shipment or disposal. Any equitable adjustment incident to the Contracting Officer’s direction to
demilitarize Government property shall be made in accordance with paragraph (h) of this clause.
(9) Disposal proceeds. The Contractor shall credit the net proceeds from the disposal of
Government property to the price or cost of work covered by this contract or to the Government as
the Contracting Officer directs.
(10) Subcontractor inventory disposal schedules. The Contractor shall require a subcontractor
that is using property accountable under this contract at a subcontractor managed site to submit
inventory disposal schedules to the Contractor in sufficient time for the Contractor to comply with
the requirements of paragraph (i)(4) of this clause.
(j) Abandonment of Government property. —
(1) The Government will not abandon sensitive Government property without the contractor’s
written consent.
(2) The Government, upon notice to the Contractor, may abandon any nonsensitive Government
property in place at which time all obligations of the Government regarding such abandoned property
shall cease.
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(3) The Government has no obligation to restore or rehabilitate the Contractor’s premises
under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable
for the intended use, or if other Government property is substituted, then the equitable adjustment
under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
(k) Communications. All communications under this clause shall be in writing.
(l) Overseas contractors. If this contract is to be performed outside the United States and its
outlying areas, the words “Government” and “Government-furnished” (whenever they appear in this
clause) shall be construed as “United States Government” and “United States Government furnished,”
respectively.
(End of clause)
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|
52.245-2 | GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (MAY 2004) APR/1984 | ||
| (DEV 99-00012) – ALTERNATE I (DEV 99-00008) |
(a) Government-furnished property. (1) The Government shall deliver to the Contractor, for use in
connection with and under the terms of this contract, the Government-furnished property described
in the Schedule or specifications together with any related data and information that the
Contractor may request and is reasonably required for the intended use of the property (hereinafter
referred to as “Government-furnished property”).
(2) The delivery or performance dates for this contract are based upon the expectation that
Government-furnished property suitable for use (except for property furnished “as is”) will be
delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient
time to enable the Contractor to meet the contract’s delivery or performance dates.
(3) If Government-furnished property is received by the Contractor in a condition not suitable
for the intended use, the Contractor shall, upon receipt of it, notify the Contracting Officer,
detailing the facts, and, as directed by the Contracting Officer and at Government expense, either
repair, modify, return, or otherwise dispose of the property. After completing the directed action
and upon written request of the Contractor, the Contracting Officer shall make an equitable
adjustment as provided in paragraph (h) of this clause.
(4) If Government-furnished property is not delivered to the Contractor by the required time,
the Contracting Officer shall, upon the Contractor’s timely written request, make a determination
of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance
with paragraph (h) of this clause.
(b) Changes in Government-furnished property. (1) The Contracting Officer may, by written notice,
(i) decrease the Government-furnished property provided or to be provided under this contract, or
(ii) substitute other Government-furnished property for the property to be provided by the
Government, or to be acquired by the Contractor for the Government, under this contract. The
Contractor shall promptly take such action as the Contracting Officer may direct regarding the
removal, shipment, or disposal of the property covered by such notice.
(2) Upon the contractor’s written request, the Contracting Officer shall make an equitable
adjustment to the contract in accordance with paragraph (h) of this clause, if the Government has
agreed in the Schedule to make the property available for performing this contract and there is any
—
(i) Decrease or substitution in this property pursuant to subparagraph (b)(i) of this clause;
or
(ii) Withdrawal of authority to use this property, if provided under any other contract or
lease.
(c) Title in Government property. (1) The Government shall retain title to all
Government-furnished property.
(2) All Government-furnished property and all property acquired by the Contractor, title to
which vests in the Government under this paragraph (collectively referred to as “Government
property”), are subject to the provisions of this clause. Title to Government property shall not
be affected by its incorporation into or attachment to any property not owned by the Government,
nor shall Government property become a fixture or lose its identity as personal property by being
attached to any real property.
(3) title to each item of facilities and special test equipment acquired by the Contractor for
the Government under this contract shall pass to and vest in the Government when its use in
performing this contract commences or when the Government has paid for it, whichever is earlier,
whether or not title previously vested in the Government.
(4) If this contract contains a provision directing the Contractor to purchase material for
which the Government will reimburse the Contractor as a direct item of cost under this contract —
(i) Title to material purchased from a vendor shall pass to and vest in the Government upon
the vendor’s delivery of such material; and
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
(ii) Title to all other material shall pass to and vest in the Government upon
(A) Issuance of the material for use in contract performance;
(B) Commencement of processing of the material or its use in contrast performance; or
(C) Reimbursement of the cost of the material by the Government, whichever occurs first.
(d) Use of Government property. The Government property shall be used only for performing this
contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e) Property administration. (1) The Contractor shall be responsible and accountable for all
Government property provided under this contract and shall comply with Federal Acquisition
Regulation (FAR) Subpart 45.5, as in effect on the date of this contract.
(2) The Contractor shall establish and maintain a program for the use, maintenance, repair,
protection, and preservation of Government property in accordance with sound industrial practice
and the applicable provisions of Subpart 45.5 of the FAR.
(3) If damage occurs to Government property, the risk of which has been assumed by the
Government under this contract, the Government shall replace the items or the Contractor shall make
such repairs as the Government directs. However, if the Contractor cannot effect such repairs
within the time required, the Contractor shall dispose of the property as directed by the
Contracting Officer. When any property for which the Government is responsible is replaced or
repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph
(h) of this clause.
(4) The Contractor represents that the contract price does not include any amount for repairs
or replacement for which the Government is responsible. Repair or replacement of property for
which the Contractor is responsible shall be accomplished by the Contractor at its own expense.
(f) Access. The Government and all its designees shall have access at all reasonable times to the
premises in which any Government property is located for the purpose of inspecting the Government
property.
(g) Limited risk of loss. (1) The term “Contractor’s managerial personnel,” as used in this
paragraph (g), means the Contractor’s directors, officers, and any of the Contractor’s managers,
superintendents, or equivalent representatives who have supervision or direction of —
(i) All or substantially all of the Contractor’s business;
(ii) All or substantially all of the Contractor’s operation at any one plant or
separate location at which the contract is being performed; or
(iii) A separate and complete major industrial operation connected with performing this
contract.
(2) The Contractor shall not be liable for loss or destruction of, or damage to, the
Government property provided under this contract (or, if an educational or nonprofit organization,
for expenses incidental to such loss, destruction, or damage), except as provided in subparagraphs
(3) and (4) below.
(3) The Contractor shall be responsible for loss or destruction of, or damage, to the
Government property provided under this contract (including expenses incidental to such loss,
destruction, or damage).
(i) That results from a risk expressly required to be insured under this contract, but
only to the extent of the insurance required to be purchased and maintained, or to the
extent of insurance actually purchased and maintained, whichever is grater;
(ii) That results from a risk that is in fact covered by insurance or for which the
Contractor is otherwise reimbursed, but only to the extent of such insurance or
reimbursement;
(iii) For which the Contractor is otherwise responsible under the express terms of this
contract;
(iv) That results from willful misconduct or lack of good faith on the part of the
Contractor’s managerial personnel, or
(v) That results from a failure on the part of the Contractor, due to willful misconduct or
lack of good faith on the part of the Contractor’s managerial personnel, to establish and
administer a program or system for the control, use, protection, preservation, maintenance, and
repair of Government property as required by paragraph (e) of this clause.
(4) (i) If the Contractor fails to act as provided in subdivision (g)(3)(v) above, after being
notified (by certified mail addressed to one of the Contractor’s managerial personnel) of the
Government’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it
shall be conclusively presumed that such failure was due to willful misconduct or lack of good
faith on the part of the Contractor’s managerial personnel.
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(ii) in such event, any loss or destruction of, or damage to, the Government property
shall be presumed to have resulted from such failure unless the Contractor can establish by
clear and convincing evidence that such loss, destruction, or damage
(A) Did not result from the Contractor’s failure to maintain as approved
program or system; or
(B) Occurred while an approved program or system was maintained by the
Contractor.
(5) If the Contractor transfers Government property to the possession and control of a
subcontractor, the transfer shall not affect the liability of the Contractor for loss or
destruction of, or damage to, the property as set forth above. However, the Contractor shall
require the subcontractor to assume the risk of, and be responsible for, any loss or destruction
of, or damage to, the property while in the subcontractor’s possession or control, except to the
extent that the subcontract, with the advance approval of the Contracting Officer, relieves the
subcontractor from such liability. In the absence of such approval, the subcontract shall contain
appropriate provisions requiring the return of all Government property in as good condition as when
received, except for reasonable wear and tear or for its use in accordance with the provisions of
the prime contract.
(6) The Contractor shall notify the Contracting Officer upon loss or destruction of, or damage
to, Government property provided under this contract, with the exception of low value property for
which loss, damage, or destruction is reported at contract termination, completion, or when needed
for continued contract performance. The Contractor shall take all reasonable action to protect the
Government property from further damage, separate the damaged and undamaged Government property,
put all the affected Government property in the best possible order, and furnish to the Contracting
Officer a statement of — -
(i) The lost, destroyed, or damaged Government property;
(ii) The time and origin of the loss, destruction, or damage;
(iii) All known interests in commingled property of which the Government property is a part; and
(iv) The insurance, if any, covering any part of or interest in such commingled property.
(7) The Contractor shall repair, renovate, and take such other action with respect to damaged
Government property as the Contracting Officer directs. If the Government property is destroyed or
damaged beyond practical repair, or is damaged and so commingled or combined with property of
others (including the Contractor’s) that separation is impractical, the Contractor may, with the
approval of and subject to any conditions imposed by the Contracting Officer, sell such property
for the account of the Government. Such sales may be made in order to minimize the loss to the
Government, permit the resumption of business, or to accomplish a similar purpose. The Contractor
shall be entitled to an equitable adjustment in the contract price for the expenditures made in
performing the obligations under this subparagraph (g)(7) in accordance with paragraph (h) of this
clause. However, the Government may directly reimburse the loss and salvage organization for any
of their charges. The Contracting Officer shall give due regard to the Contractor’s liability
under this paragraph (g) when making such equitable adjustment.
(8) The Contractor represents that it is not including in the price, and agrees it will not
hereafter include in any price to the Government, any charge or reserve for insurance (including
any self insurance fund or reserve) covering loss or destruction of, or damage to Government
Property, except to the extent that the Government may have expressly required the Contractor to
carry such insurance under another provision of this contract.
(9) In the event the Contractor is reimbursed or otherwise compensated for any loss or
destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair,
renovate, or replace the lost, destroyed, or damaged Government property, or shall otherwise credit
the proceeds to or equitably reimburse the Government, as directed by the Contracting Officer.
(10) The Contractor shall do nothing to prejudice the Government’s rights to recover against
third parties for any loss or destruction of, or damage to, Government property. Upon the request
of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the
Government all reasonable assistance and cooperation (including the prosecution of suit and the
execution of instruments of assignment in favor of the Government) in obtaining recovery. In
addition, where a subcontractor has not been relieved from liability for any loss or destruction
of, or damage to, Government property, the Contractor shall enforce for the benefit of the
Government the liability of the subcontractor for such loss, destruction, or damage.
(h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to
any affected contract provision in accordance with the procedures of the Changes clause. When
appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the
Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The
Government shall not be liable to suit for breach of contract for:
(1) Any delay in delivery of Government-furnished property;
(2) Delivery of Government-furnished property in a condition not suitable for its intended
use;
(3) A decrease in or substitution of Government-furnished property; or
(4) Failure to repair or replace Government property for which the Government is responsible.
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
(i) Government property disposal. Except as provided in paragraph (i)(1)(i), (i)(2), and (i)(8)(1)
of this clause, the Contractor shall not dispose of Government property until authorized to do so
by the Plant Clearance Officer.
(1) Scrap (to which the Government has obtained title under paragraph (c) of this clause)
(i) Contractor with an approved scrap procedure.
(A) The Contractor may dispose of scrap resulting from production or testing under this
contract without Government approval. However, if the scrap requires demilitarization or is
sensitive property, the Contractor shall submit the scrap on an inventory disposal schedule.
(B) For scrap from other than production or testing the Contractor may prepare scrap lists in
lieu of inventory disposal schedules (provided such lists are consistent with the approved scrap
procedures), except that inventory disposal schedules shall be submitted for scrap aircraft or
aircraft parts and scrap that:
(1) Requires demilitarization;
(2) Is a classified item;
(3) Is generated from classified items;
(4) Contains hazardous materials or hazardous wastes;
(5) Contains precious metals; or
(6) Is dangerous to the public health, safety, or welfare.
(ii) Contractor without an approved scrap procedure. The Contractor shall submit an inventory
disposal schedule for all scrap.
(2) Pre-disposal requirements. When the Contractor determines that a property item acquired
or produced by the Contractor, to which the Government has obtained title under paragraph (c) of
this clause, is no longer needed for performance of this contract, the Contractor, in the following
order of priority:
(i) May purchase the property at the acquisition cost.
(ii) Shall make reasonable efforts to return unused property to the appropriate supplier at
fair market value (less, if applicable a reasonable restock fee that is consistent with the
supplier’s customary practices).
(iii) Shall list, on Standard Form 1428, Inventory Disposal Schedule property that was not
purchased under paragraph ___of this clause, could not be returned to a supplier or could not be
used in the performance of other Government contracts.
(3) Inventory disposal schedules.
(i) The Contractor shall use Standard Form 1429. Inventory Disposal Schedule, to identify —
(A) Government-furnished property that is no longer required for performance of this contract,
provided the terms of another Government contract do not require the Government to furnish that
property for performance of that contract; and
(B) Property acquired or produced by the Contractor, to which the Government has obtained
title under paragraph (c) of this clause, that is no longer required for performance of that
contract.
(ii) The Contractor may annotate inventory disposal schedules to identify property the
Contractor wishes to purchase from the Government.
(iii) Unless the Plant Clearance Officer has agreed otherwise, or the contract requires
electronic submission of inventory disposal schedules, the Contractor shall prepare separate
inventory disposal schedules for — -
(A) Special test equipment with commercial components;
(B) Special test equipment without commercial components;
(C) Printing equipment;
(D) Computers, components thereof, peripheral equipment and related equipment;
(E) Precious Metals;
(F) Nonnuclear hazardous materials or hazardous wastes, or
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
(G) Nuclear materials or nuclear wastes.
(iv) Property with the same description, condition code, and reporting location may be grouped
in a single line item. The Contractor shall describe special test equipment in sufficient detail
to permit an understanding of the special test equipment’s intended use.
(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the
Plant Clearance Officer no later than —
(i) Thirty days following the Contractor’s determination that a Government property item is no
longer required for performance of the contract;
(ii) Sixty days, or such longer period as may be approved by the Plant Clearance Officer,
following completion of contract deliveries or performance; or
(iii) One hundred twenty days, or such longer period as may be approved by the Plant Clearance
Officer, following contract termination in whole or in part.
(5) Corrections. The Plant Clearance Officer may require the Contractor to correct an
inventory disposal schedule or may reject a schedule if the property identified on the schedule is
not accountable under this contract or is not in the quantity or condition indicated.
(6) Postsubmission adjustments. The Contractor shall provide the Plant Clearance Officer at
least 10 working days advance written notice of its intent to remove a property item from an
approved inventory disposal schedule. Unless the Plant Clearance Officer objects to the intended
schedule adjustment within the notice period, the Contractor may make the adjustment upon
expiration of the notice period.
(7) Storage. —
(i) The Contractor shall store the property identified on an inventory disposal schedule
pending receipt of disposal instructions. The Government’s failure to provide disposal
instructions within 120 days following acceptance of an inventory disposal schedule might entitle
the Contractor to an equitable adjustment for costs incurred to store such property on or after the
121st day.
(ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove Government
property from the premises at which the property is currently located prior to receipt of final
disposition instructions. If approval is granted, any costs incurred by the Contractor to
transport or store the property shall not increase the price or fee of any Government contract.
The storage facility shall be appropriate for assuring the property’s physical safety and
suitability for use. Approval does not relieve the Contractor of any liability under the contract
for such property.
(8) Disposition instructions.
(i) If the Government does not provide disposition instructions to the Contractor within 45
days following acceptance of a scrap list, the Contractor may dispose of the listed scrap in
accordance with the Contractor’s approved scrap procedures.
(ii) The Contractor shall prepare for shipment, delivery f.o.b. origin, or dispose of
Government property as directed by the Plant Clearance Officer. The Contractor shall remove and
destroy any markings identifying the property as Government property prior to disposing of the
property.
(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to
shipment or disposal. Any equitable adjustment incident to the Contracting Officer’s direction to
demilitarize Government property shall be made in accordance with paragraph (h) of this clause.
(9) Disposal proceeds. The Contractor shall credit the net proceeds from the disposal of
Government property to the price or cost of work covered by this contract or to the Government as
the Contracting Officer directs.
(10) Subcontractor inventory disposal schedules. The Contractor shall require a subcontractor
that is using property accountable under this contract at a subcontractor-managed site to submit
inventory disposal schedules to the Contractor in sufficient time for the Contractor to comply with
the requirements of paragraph(i)(4) of this clause.
(j) Abandonment of Government property.
(1) The Government will not abandon sensitive Government property without the Contractor’s
written consent.
(2) The Government, upon notice to the Contractor, may abandon any nonsensitive Government
property in place at which time all obligations of the Government regarding such abandoned property
shall cease.
(3) The Government has no obligation to restore or rehabilitate the Contractor’s premises
under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable
for the intended use, or if other Government property is substituted, then the equitable adjustment
under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
(k) Communications. All communications under this clause shall be in writing.
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(1) Overseas contracts. If this contract is to be performed outside the United States and its
outlying areas, the words “Government” and Government-furnished” (wherever they appear in his
clause) shall be construed as “United States Government” and “United States Government furnished,”
respectively.
(End of clause)
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|
53.345-5 | GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME AND MATERIAL, OR JAN/1986 | ||
| LABOR — HOUR CONTRACTS) (MAY 2004) (DEV 99-00008) |
(a) Government-furnished property.
(1) The term “Contractor’s managerial personnel), as used in paragraph (g) of this clause,
means any of the Contractor’s directors, officers, managers, superintendents, or equivalent
representatives who have supervision or direction of —
(i) All or substantially all of the Contractor’s business;
(ii) All or substantially all of the Contractor’s operation at any one plant, or separate
location at which the contract is being performed; or
(iii) A separate and complete major industrial operation connected with performing this
contract.
(2) The Government shall deliver to the Contractor, for use in connection with and under the
terms of this contract, the Government-furnished property described in the Schedule or
specifications, together with such related data and information as the Contractor may request and
as may be reasonably required for the intended use of the property hereinafter referred to as
“Government-furnished property”).
(3) The delivery or performance dates for this contract are based upon the expectation that
Government-furnished property suitable for use will be delivered to the Contractor at the times
stated in the Schedule or if not so stated, in sufficient time to enable the Contractor to meet the
contracts delivery or performance dates.
(4) If Government-furnished property is received by the Contractor in a condition not suitable
for the intended use, the Contractor shall, upon receipt, notify the Contracting Officer, detailing
the facts, and, as directed by the Contracting officer and at Government expense, either effect
repairs or modification or return or otherwise dispose of the property. After completing the
directed action and upon written request of the Contractor, the Contracting Officer shall make an
equitable adjustment as provided in paragraph (h) of this clause.
(5) If Government-furnished property is not delivered to the Contractor by the required time
or times, the Contracting Officer shall, upon the Contractor’s timely written request, make a
determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in
accordance with paragraph (h) of this clause.
(b) Changes in Government-furnished property. (1) The Contracting Officer may, by written notice,
(i) decrease the Government-furnished property provided or to be provided under this contract or
(ii) substitute other Government-furnished property for the property to be provided by the
Government or to be acquired by the Contractor for the Government under this contract. The
Contractor shall promptly take such action as the Contracting Officer may direct regarding the
removal, shipment, or disposal of the property covered by this notice.
(2) Upon the Contractor’s written request, the Contracting Officer shall make an equitable
adjustment to the contract in accordance with paragraph (h) of this clause, if the Government has
agreed in the Schedule to make such property available for performing this contract and there is
any —
(i) Decrease or substitution in this property pursuant to subparagraph (b)(1) above; or
(ii) Withdrawal of authority to use property, if provided under any other contract or lease.
(c) Title. (1) The Government shall retain title to all Government-furnished property.
(2) Title to all property purchased by the Contractor for which the Contractor is entitled to
be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government
upon the vendor’s delivery of such property.
(3) Title to all other property, the cost of which is reimbursable to the Contractor, shall
pass to and vest in the Government upon—
(i) Issuance of the property for use in contract performance;
(ii) Commencement of processing of the property for use in contract performance; or
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
(iii) Reimbursement of the cost of the property by the Government, whichever occurs first.
(4) All Government-furnished property and all property acquired by the Contractor, title to
which vests in the Government under this paragraph (collectively referred to as “Government
property”), are subject to the provisions of this clause. Title to Government property shall not
be affected by its incorporation into or attachment to any property not owned by the Government,
nor shall Government property become a fixture or lose its identity as personal property by being
attached to any real property.
(d) Use of Government property. The Government property shall be used only for performing this
contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e) Property administration. (1) The contractor shall be responsible and accountable for all
Government property provided under the contract and shall comply with Federal Acquisition
Regulation (FAR) Subpart 45.5 as in effect on the date of this contract.
(2) The Contractor shall establish and maintain a program for the use, maintenance, repair,
protection, and preservation of Government property is accordance with sound business practice and
the applicable provisions of FAR Subpart 45.5.
(3) If damage occurs to Government property, the risk of which has been assumed by the
Government under this contract, the Government shall replace the items or the Contractor shall make
such repairs as the Government directs. However, if the Contractor cannot effect such repairs
within the time required, the Contractor shall dispose of the property as directed by the
Contracting Officer. When any property for which the Government is responsible is replaced or
repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph
(h) of this clause.
(f) Access. The Government and all its designees shall have access at all reasonable times to the
premises in which any Government property is located for the purpose of inspecting the Government
property.
(g) Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or
damage to, the Government property provided under this contract or for expenses incidental to such
loss, destruction, or damage except as provided in subparagraphs (2) and (3) below.
(3) The Contractor shall be responsible for loss or destruction of, or damage to, the
Government property provided under this contract (including expenses incidental to such loss,
destruction, or damage)—
(i) That results from a risk expressly required to be insured this contract, but only to the
extent of the insurance required to be purchased and maintained or to the extent of insurance
actually purchased and maintained, whichever is greater;
(ii) That results from a risk that is in fact covered by insurance or for which the Contractor
is otherwise reimbursed, but only to the extent of such insurance or reimbursement;
(iii) For which the Contractor is otherwise responsible under the express terms of this
contract;
(iv) That results from willful misconduct or lack of good faith on the part of the
Contractor’s managerial personnel; or
(v) That results from a failure on the part of the Contractor, due to willful misconduct or
lack of good faith on the part of the Contractor’s managerial personnel, to establish and
administer a program or system for the control, use, protection, preservation, maintenance, and
repair of Government property as required by paragraph (e) of this clause.
(3)(i) If the Contractor fails to act as provided in subdivision (g)(2)(v), above, after being
notified (by certified mail addressed to one of the Contractor’s managerial personnel) of the
Government’s disapproval, withdrawal of approval, or nonacceptance the system or program, it shall
be conclusively presumed that such failure was due to willful misconduct or lack of good faith on
the part of the Contractor’s managerial personnel.
(i) In such event, any loss or destruction of, or damage to, the Government property shall be
presumed to have resulted from such failure unless the Contractor can establish by clear and
convincing evidence that such loss, destruction, or damage
(A) Did not result from the Contractor’s failure to maintain an approved program or system; or
(B) Occurred while an approved program or system was maintained by the Contractor.
(4) If the Contractor transfers Government property to the possession and control of a
subcontractor, the transfer shall not affect the liability of the Contractor for loss or
destruction of, or damage to, the Property as set forth above. However, the Contractor shall
require the subcontractor to assume the risk of, and be responsible for, any loss or destruction
of, or damage to, the property while in the subcontractor’s possession or control, except to the
extent that the subcontract, with the advance approval of the Contracting Officer, relieves the
subcontractor from such liability. In the absence of such approval, the subcontract shall contain
appropriate provisions requiring the return of all
PADDS ERRATA SHEET
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Government property in as good condition as when received, except for reasonable wear and tear
or for its use in accordance with the provisions of the prime contract.
(5) The Contractor shall notify the Contracting Officer upon loss or destruction of, or damage
to, Government property provided under this contract, with the exception of low value property for
which loss, damage or destruction is reported at contract termination, completion, or when needed
for continued contract performance. The Contractor shall take all reasonable action to protect the
Government property from further damage, separate the damaged and undamaged Government property,
put all the affected Government property in the best possible order, and furnish to the Contracting
Officer a statement of—
(i) The lost, destroyed, or damaged Government property;
(ii) The time and origin of the loss, destruction, or damage;
(iii) All known interests in commingled property of which the Government property is a part; and
(iv) The insurance, if any, covering any part of or interest in such commingled property.
(6) The Contractor shall repair, renovate, and take such other action with respect to damaged
Government property as the Contracting Officer directs. If the Government property is destroyed or
damaged beyond practical repair, or is damaged and so commingled or combined with property of
others (including the Contractor’s) that separation is impractical, the Contractor may, with the
approval of and subject to any conditions imposed by the Contracting Office, sell such property for
the account of the Government. Such sales may be made in order to minimize the loss to the
Government, to permit the resumption of business, or to accomplish a similar purpose. The
contractor shall be entitled to an equitable adjustment in the contract price for the expenditures
made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h)
of this clause. However, the Government may directly reimburse the loss and salvage organization
for any of their charges. The Contracting Officer shall give due regard to the Contractor’s
liability under this paragraph (g) when making such equitable adjustment.
(7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead,
the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to,
Government property, except to the extent that the Government may have expressly required the
Contractor to carry such insurance under another provision of this contract.
(8) In the event the Contractor is reimbursed or otherwise compensated for any loss or
destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair,
remove or replace the lost, destroyed or damaged Government property or shall otherwise credit the
proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer.
(9) The Contractor shall do nothing to prejudice the Government’s rights to recover against
third parties for any loss or destruction of, or damage to, Government property. Upon the request
of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the
Government all reasonable assistance and cooperation (including the prosecution of suit and the
execution of instruments of assignment in favor of the Government) in obtaining recovery. In
addition, where a subcontractor has not been relieved from liability for any loss or destruction
of, or damage to, Government property, the Contractor shall enforce for the benefit of the
Government the liability of the subcontractor for such loss, destruction, or damage.
(h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to
any affected contract provision in accordance with the procedure of the Changes clause. When
appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the
Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The
Government shall not be liable to suit for breach of contract for—
(1) Any delay in delivery of Government-furnished property;
(2) Delivery or Government-furnished property in a condition not suitable for its intended
use;
(3) A decrease in or substitution of Government furnished property; or
(4) Failure to repair or replace Government property for which the Government is responsible.
(i) Government property disposal. Except as provided in paragraph (i)(1)(i), (i)(3), and (i)(8)(i)
of this clause, the Contractor shall not dispose of Government property until authorized to do so
by the Plant Clearance Officer.
(1) Scrap (to which the Government has obtained title under paragraph (c) of this clause).
(i) Contractor with an approved scrap procedure.
PADDS ERRATA SHEET
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(A) The Contractor may dispose of scrap resulting from production or testing under this
contract without Government approval. However, if the scrap requires demilitarization or is
sensitive property, the Contractor shall submit the scrap on an inventory disposal schedule.
(B) For scrap from other than production or testing the Contractor may prepare scrap lists in
lieu of inventory disposal schedules (provided such lists are consistent with the approved scrap
procedures), except that inventory disposal schedules shall be submitted for scrap aircraft or
aircraft parts and scrap that —
(1) Requires demilitarization;
(2) Is a classified item;
(3) Is generated from classified items;
(4) Contains hazardous materials or hazardous wastes;
(5) Contains precious metals; or
(6) Is dangerous to the public health, safety or welfare.
(ii) Contractor without an approved scrap procedure. The Contractor shall submit an inventory
disposal schedule for all scrap.
(2) Pre-disposal requirements. When the Contractor determines that a property item acquired
or produced by the Contractor, to which the Government has obtained title under paragraph (d) of
this Clause, is no longer needed for performance or this contract, the Contractor, in the following
order of priority:
(i) May purchase the property at the acquisition cost.
(ii) Shall make reasonable efforts to return unused property to the appropriate supplier at
fair market value (less, if applicable a reasonable restock fee that is consistent with the
supplier’s customary practices).
(iii) Shall list, on Standard Form 1428. Inventory Disposal Schedule, property that was not
purchased under paragraph (i)(2)(1) of this clause, could not be returned to a supplier, or could
not be used in the performance of other Government contracts.
(3) Inventory disposal schedules.
(i) The Contractor shall use Standard Form 1428, Inventory Disposal Schedule, to identify
(A) Government furnished property that is no longer required for performance of this contract,
provided the terms of another Government contract do not require the Government to furnish that
property for performance of that contract; and
(B) Property acquired or produced by the Contractor, to which the Government has obtained
title under paragraph (c) of this clause, that is no longer required for performance of that
contract.
(ii) The Contractor may annotate inventory disposal schedules to identify property the
Contractor wishes to purchase from the Government.
(iii) Unless the Plant Clearance Officer has agreed otherwise, or the contract requires
electronic submission of inventory disposal schedules, the Contractor shall prepare separate
inventory disposal schedules for—
(A) Special test equipment with commercial components;
(B) Special test equipment without commercial components;
(C) Printing equipment;
(D) Computers, components thereof, peripheral equipment and related equipment;
(E) Precious Metals;
(F) Nonnuclear hazardous materials or hazardous wastes; or
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(G) Nuclear materials or nuclear wastes.
(iv) Property with the same description, condition code, and reporting location may be grouped
in a single line item. The Contractor shall describe special test equipment in sufficient detail
to permit an understanding of the special test equipment’s intended use.
(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the
Plant Clearance Officer no later than
(i) Thirty days following the Contractor’s determination that a Government property item is no
longer required for performance of the contract;
(ii) Sixty days, or such longer period as may be approved by the Plant Clearance Officer,
following completion of contract deliveries or performance; or
(iii) One hundred twenty days, or such longer period as may be approved by the Plant Clearance
Officer, following contract termination in whole or in part.
(5) Corrections. The Plant Clearance Officer may require the Contractor to correct an
inventory disposal schedule or may reject a schedule if the property identified on the schedule is
not accountable under this contract or is not in the quantity or condition indicated.
(6) Post-submission adjustments. The Contractor shall provide the Plant Clearance Officer at
least 10 working days advance written notice of its intent to remove a property item from an
approved inventory disposal schedule. Unless the Plant Clearance Officer objects to the intended
schedule adjustment within the notice period, the Contractor may make the adjustment upon
expiration of the notice period.
(7) Storage. —
(i) The Contractor shall store the property identified on an inventory disposal schedule
pending receipt of disposal instructions. The Government’s failure to provide disposal
instructions within 120 days following acceptance of an inventory disposal schedule might entitle
the Contractor to an equitable adjustment for costs incurred to store such property on or after the
121st day.
(ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove Government
property from premises at which the property is currently located prior to receipt of final
disposition instructions. If approval is granted, any costs incurred by the Contractor to
transport or store the property shall not increase the price or fee of any Government contract.
The storage facility shall be appropriate for assuring the property’s physical safety and
suitability for use. Approval does not relieve the Contractor of any liability under this contract
for such property.
(8) Disposition instructions. —
(i) If the Government does not provide disposition instructions to the Contractor within 45
days following acceptance of a scrap list, the Contractor may dispose of the listed scrap in
accordance with the Contractor’s approved scrap procedures.
(ii) The Contractor shall prepare for shipment, delivery f.o.b. origin, or dispose of
Government property as directed by the Plant Clearance Officer. The Contractor shall remove and
destroy any markings identifying the property as Government property prior to disposing of the
property.
(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to
shipment or disposal. Any equitable adjustment incident to the Contracting Officer’s direction to
demilitarize Government property shall be made in accordance with paragraph (h) of this clause.
(9) Disposal proceeds. The Contractor shall credit the net proceeds from the disposal of
Government property to the price or cost of work covered by this contract or to the Government as
the Contracting Officer directs.
(10) Subcontractor inventory disposal schedules. The Contractor shall require a subcontractor
that is using property accountable under this contract at a subcontractor managed site to submit
inventory disposal schedules to the Contractor in sufficient time for the Contractor to comply with
the requirements of paragraph (i)(4) of this clause.
(j) Abandonment of Government property.
(1) The Government will not abandon sensitive Government property without the Contractor’s
written consent.
(2) The Government, upon notice to the Contractor, may abandon any nonsensitive Government
property in place at which time all obligations of the Government regarding such abandoned property
shall cease.
PADDS ERRATA SHEET
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(3) The Government has no obligation to restore or rehabilitate the Contractor’s premises
under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable
for the intended use, or if other Government property is substituted, then the equitable adjustment
under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
(k) Communications. All communications under this clause shall be in writing.
(1) Overseas contracts. If this contract is to be performed outside of the United States of
America, its territories, or possessions, the words “Government” and “Government-furnished”
(wherever they appear in this clause) shall be construed as “United States Government” and “United
States Government-furnished,” respectively.
(End of clause)
I-168
|
52.245-17 SPECIAL TOOLING (DEV 99-00012) | APR/1984 |
(a) Definition. “Special tooling” means jigs, dies, fixtures, molds, patterns, taps, gauges,
other equipment and manufacturing aids, all components of these items, and replacement of these
items, that are of such a specialized nature that without substantial modification or alteration
their use is limited to the development or production of particular supplies or parts thereof or
performing particular services. It does not include material, special test equipment, facilities
(except foundations and similar improvements necessary for installing special tooling), general or
special machine tools, or similar capital items. Special tooling, for the purpose of this clause,
does not include any item acquired by the Contractor before the effective date of this contract, or
replacement of such items, whether or not altered or adapted for use in performing this contract,
or items specifically excluded by the Schedule of this contract.
(b) Use of special tooling. The Contractor agrees to use the specialing tooling only in
performing this contract or as otherwise approved by the Contracting Officer.
(c) Initial list of special tooling. If the Contracting Officer so requests, the Contractor
shall furnish the Government an initial list of all special tooling acquired or manufactured by the
Contractor for performing this contract (but see paragraph (d) for tooling that has become
obsolete). The list shall specify the non[?], tool number, related product part number (or service
performed), and unit or group cost of the special tooling. The list shall be furnished within 60
days after delivery of the first production end item under this contract unless a later date is
prescribed.
(d) Change in design. Changes in the design or specifications of the end items being produced
under this contract may affect interchangeability of end item parts. In such an event, unless
otherwise agreed to by the Contacting Officer, the Contractor shall notify the Contracting Officer
of any part not interchangeable with a new or superseding part. Pending disposition instructions,
such usable tooling shall be retained and maintained by the Contractor.
(e) Contractor’s offer to retain special tooling. The Contractor may indicate a desire to
retain certain items of special tooling at the time it furnishes a list or notification pursuant to
paragraphs (c), (d), or (h) of this clause. The Contractor shall furnish a written offer
designating those items that it wishes to retain by specifically listing the items or by listing
the particular products, parts, or services for which the items were used or designed. The offer
shall be made on one of the following bases.
(1) An amount shall be offered for retention of the items free of any Government interest.
This amount should ordinarily not be less than the current fair value of the items, considering
among other things, the value of the items to the Contractor for use in future work.
(2) Retention may be requested for a limited period of time and under terms as may be agreed
to by the Government and the Contractor. This temporary retention is subject to final disposition
pursuant to paragraph (i) of this clause.
(f) Property control records. The Contractor shall maintain adequate property control records
of all special tooling in accordance with its normal industrial practice. The records shall be
made available for Government inspection at all reasonable times. To the extent practicable, the
Contactor shall identify all special tooling subject to this clause with an appropriate stamp, tag,
or other mark.
(g) Maintenance. The Contractor shall take all reasonable steps necessary to maintain the
identity and existing condition of usable items of special tooling from the date such items are no
longer needed by the Contractor until final disposition under paragraph (i) of this clause. These
maintenance requirements do not apply to those items designated by the Contracting Officer for
disposal as scrap or identified as of no further interest to the Government under paragraph (1)(4)
of this clause. The Contractor is not required to keep unneeded items of special tooling in place.
(h) Final list of special tooling. When all or a substantial part of the work under this
contract is completed or terminated, the Contractor shall furnish the Contracting Officer a final
list of special tooling with the same information as required for the initial list under paragraph
(c) of this clause. The final list shall include all items not previously reported under paragraph
(c). The Contracting Officer may provide a written waiver of this requirement or grant an
extension. The requirement may be extended until the completion of this contract together with the
completion of other contracts and subcontracts authorizing the use of the special tooling under
paragraph (b) of this clause. Special tooling that has become obsolete as a result of changes in
design or specification need not be reported except as provided for in paragraph (d).
PADDS ERRATA SHEET
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(i) Disposition instructions. The Contracting Officer shall provide the Contractor with
disposition instructions for special tooling identified in a list or notice submitted under
paragraphs (c), (d), or (h) of this clause. The instructions shall be provided within 90 days of
receipt of the list or notice, unless the period is extended by mutual agreement. The Contracting
Officer may direct disposition by any of the methods listed in subparagraphs (1) through (4) of
this paragraph, or a combination of such methods. Any failure of the Contracting Officer to
provide specific instructions within the 90 day period shall be construed as direction under
subparagraph (i)(3).
(1) The Contracting Officer shall give the Contractor a list specifying the products, parts,
or services for which the Government may require special tooling and request the Contractor to
transfer title (to the extent not previously transferred under any other clause of this contract)
and deliver to the Government all usable items of special tooling that were designed for or used in
the production or performance of such products, parts, or services and that were on hand when such
production or performance ceased.
(2) The Contracting Officer may accept or reject any offer made by the Contractor under
paragraph (e) of this clause to retain items of special tooling or may request further negotiation
of the offer. The Contractor agrees to enter into the negotiations in good faith. The net
proceeds from the Contracting Officer’s acceptance of the Contractor’s retention offer shall either
be deducted from amounts due the Contractor under this contract or shall be otherwise paid to the
Government as directed by the Contracting Officer.
(3) The Contracting Officer may direct the Contractor to sell, or dispose of as scrap, for the
account of the Government, any special tooling reported by the Contractor under this clause. The
net proceeds of all sales shall either be deducted from amounts due the Contractor under this
contract or shall be otherwise paid to the Government as directed by the Contracting Officer. To
the extent that the Contractor incurs any costs occasioned by compliance with such directions, for
which it is not otherwise compensated, the contract price shall be equitably adjusted in accordance
with the Changes clause of this contract.
(4) The Contracting Officer may furnish the Contractor with a statement disclaiming further
Government interest or rights in any of the special tooling listed.
(j) Storage or shipment. The Contractor shall promptly transfer to the Government title to
the special tooling specified by the Contracting Officer and arrange for either the shipment or the
storage of such tooling in accordance with the final disposition instructions in subparagraph
(i)(l) of this clause. Tooling to be shipped shall be properly packaged, packed, and marked in
accordance with the directions of the Contracting Officer. Tooling to be stored shall be stored
pursuant to a storage agreement between the Government and the Contractor, and as directed by the
Contracting Officer. Tooling shipped or stored shall be accompanied by operation sheets or other
appropriate data necessary to show the manufacturing operations or processes for which the items
were used or designed. To the extent that the Contractor incurs costs for authorized storage or
shipment under this paragraph and not otherwise compensated for, the contract price shall be
equitably adjusted in accordance with the Changes clause of this contract.
(k) Subcontract provisions. In order to perform this contract, the Contractor may place
subcontracts (including purchase orders) involving the use of special tooling. If the full cost of
the tooling is charged to those subcontracts, the Contractor agrees to include in the subcontracts
appropriate provisions to obtain Government rights comparable to the rights of the Government under
this clause (unless the Contractor and the Contracting Officer agree that such rights are not of
substantial interest to the Government). The Contractor agrees to exercise such rights for the
benefit of the Government as directed by the Contracting Officer.
(End of clause)
I-169 52.245.17 SPECIAL TOOLING (APR 1984) (DEV 99-00012) — ALTERNATE I (DEV 99-00012) APR/1984
(a) Definition. “Special tooling” means jigs, dies, fixtures, molds, patterns, taps, gauges,
other equipment and manufacturing aids, all components of these items, and replacement of these
items, that are of such a specialized nature that without substantial modification or alteration
their use is limited to the development or production of particular supplies or parts thereof or
performing particular services. It does not include material, special test equipment facilities
(except foundations and similar improvements necessary for installing special tooling), general or
special machine tools, or similar capital items. Special tooling, for the purpose of this clause,
does not include any item acquired by the Contractor before the effective date of this contract, or
replacement of such items, whether or not altered or adapted for use in performing this contract,
or items specifically excluded by the Schedule of this contract.
(b) Use of special tooling. The Contractor agrees to use the specialing tooling only in
performing this contract or as otherwise approved by the Contracting Officer.
(c) Initial list of special tooling. If the Contracting Officer so requests, the Contractor
shall furnish the Government an initial list of all special tooling acquired or manufactured by the
Contractor for performing this contract (but see paragraph (d) for tooling that has become
obsolete). The list shall specify the nomenclature, tool number, related product part number for
service performed), and unit or group cost of the special tooling. The list shall be furnished
within 60 days after delivery of the first production end item under this contract unless a later
date is prescribed.
(d) Changes in design. Changes in the design or specifications of the end items being
produced under this contract may affect the interchangeability of end item parts. In such an
event, unless otherwise agreed to by the Contracting Officer, the Contractor shall notify the
Contracting Officer of any part not interchangeable with a new or superseding part. Pending
disposition instructions, such usable cooling shall be retained and maintained by the Contractor.
PADDS ERRATA SHEET
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(e) Contractor’s offer to retain special tooling. The Contractor may indicate a desire to
retain certain items of special tooling at the time it furnishes a list or notification pursuant to
paragraphs (c), (d), or (h) of this clause. The Contractor shall furnish a written offer
designating those items that it wishes to retain by specifically listing the items or by listing
the particular products, parts, or services for which the items were used or designed. The offer
shall be made on one of the following bases:
(1) An amount shall be offered for retention of the items free of any Government interest.
This amount should ordinarily not be less than the current fair value of the items, considering
among other things, the value of the items to the Contractor for use in future work.
(2) Retention may be requested for a limited period of time and under terms as may be agreed
to by the Government and the Contractor. This temporary retention is subject to final disposition
pursuant to paragraph (i) of this clause.
(f) Property control records. The Contractor shall maintain adequate property control records
of all special tooling in accordance with its normal industrial practice. The records shall be
made available for Government inspection at all reasonable times. To the extent practicable, the
Contractor shall identify all special tooling subject to this clause with an appropriate stamp,
tag, or other mark.
(g) Maintenance. The Contractor shall take all reasonable steps necessary to maintain the
identity and existing condition of usable items of special tooling from the date such items are no
longer needed by the Contractor until final disposition under paragraph (i) of this clause. These
maintenance requirements do not apply to those items designated by the Contracting Officer for
disposal as scrap or identified as of no further interest to the Government under paragraph (i)(d)
of this clause. The Contractor is not required to keep unneeded items of special tooling in place.
(h) Final list of special tooling. When all or a substantial part of the work under this
contract is completed or terminated, the Contractor shall furnish the Contracting Officer a final
list of special tooling with the same information as required for the initial list under paragraph
(c) of this clause. The final list shall include all items not previously reported under paragraph
(c). The Contracting Officer may provide a written waiver of this requirement or grant an
extension. The requirement may be extended until the completion of this contract together with the
completion of other contracts and subcontracts authorizing the use of the special tooling under
paragraph (b) of this clause. Special tooling that has become obsolete as a result of changes in
design or specification need not be reported except as provided for in paragraph (d).
(i) Disposition instructions. The Contracting Officer shall provide the Contractor with
disposition instructions for special tooling identified in a list or notice submitted under
paragraphs (c), (d), or (h) of this clause. The instructions shall be provided within 90 days of
receipt of the list or notice, unless the period is extended by mutual agreement. The Contracting
Officer may direct disposition by any of the methods listed in subparagraphs (1) through (4) of
this paragraph, or a combination of such methods. Any failure of the Contracting Officer to
provide specific instructions within the 90 day period shall be construed as direction under
subparagraph (i)(3).
(1) The Contracting Officer shall give the Contractor a list specifying the products, parts,
or services for which the Government may require special tooling and request the Contractor to
transfer title (to the extent not previously transferred under any other clause of this contract)
and deliver to the Government all usable items of special tooling that were designed for or used in
the production or performance of such products, parts, or services and that were on hand when such
production or performance ceased.
(2) The Contracting Officer may accept or reject any offer made by the Contractor under
paragraph (e) of this clause to retain items of special tooling or may request further negotiation
of the offer. The Contractor agrees to enter into the negotiations in good faith. The net
proceeds from the Contracting Officer’s acceptance of the Contractor’s retention offer shall either
be deducted from amounts due the Contractor under this contract or shall be otherwise paid to the
Government as directed by the Contracting Officer.
(3) The Contracting Officer may direct the Contractor to sell, or dispose of as scrap, for the
account of the Government, any special tooling reported by the Contractor under this clause. The
net proceeds of all sales shall either be deducted from amounts due the Contractor under this
contract or shall be otherwise paid to the Government as directed by the Contracting Officer. To
the extent that the Contractor incurs any costs occasioned by compliance with such directions, for
which it is not otherwise compensated, the contract price shall be equitably adjusted in accordance
with the Changes clause of this contract.
(4) The Contracting Officer may furnish the Contractor with a statement disclaiming further
Government interest or rights in any of the special tooling listed.
(j) Storage or shipment. The Contractor shall promptly transfer to the Government title to
the special tooling specified by the Contracting Officer and arrange for either the shipment or the
storage of such tooling in accordance with the final disposition instructions in subparagraph
(i)(l) of this clause. Tooling to be shipped shall be properly packaged, packed, and marked in
accordance with the directions of the Contracting Officer. Tooling to be stored shall be stored
pursuant to a storage agreement between the Government and the Contractor, and as directed by the
Contracting Officer. Tooling shipped or stored shall be accompanied by operation sheets or other
appropriate data necessary to show the manufacturing operations or processes for which the items
were used or designed. To the extent that the Contractor incurs costs for authorized storage or
shipment under this paragraph and not otherwise compensated for, the contract price shall be
equitably adjusted in accordance with the Changes clause of this contract.
(End of clause)
PADDS ERRATA SHEET
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I-170
|
52.252-2 | CLAUSES INCORPORATED BY REFERENCE | FEB/1998 |
This contract incorporates one or more clauses by reference, with the same force and effect as if
they were given in full text. Upon request, the Contracting Officer will make their full text
available. Also, the full text of a clause may be accessed electronically at this/these
address(es):
FAR Clauses:
www.arnet.gov/far
www.arnet.gov/far
DFARS Clauses:
www.acq.osd.mil/dp/dars/dfars.html
www.acq.osd.mil/dp/dars/dfars.html
Clause Deviations:
www.acq.osd.mil/dp/dars/classdev.html
www.acq.osd.mil/dp/dars/classdev.html
(End of clause)
I-170
|
52.252- 6 AUTHORIZED DEVIATIONS IN CLAUSES | APR/1984 |
(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter
1) clause with an authorized deviation is indicated by the addition of *(DEVIATION)* after the date
of the clause.
(b) The use in this solicitation or contract of any Department of Defense Federal Acquisition
Regulation Supplement (48 CFR Chapter 2) clause with an authorized deviation is indicated by the
addition of *(DEVIATION)* after the name of the regulation.
I-172 252.211-2006 SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS AND STANDARDS FEB/2003
(a) Definition. “SPI process,” as used in this clause, means a management or manufacturing process
that has been accepted previously by the Department of Defense under the Single Process Initiative
(SPI) for use in lieu of a specific military or Federal specification or standard at specific
facilities. Under SPI, these processes are reviewed and accepted by a Management Council, which
includes representatives of the Contractor, the Defense Contract Management Agency, the Defense
Contract Audit Agency, and the military departments.
(b) Offerors are encouraged to propose SPI processes in lieu of military or Federal specifications
and standards cited in the solicitation. A listing of SPI processes accepted at specific
facilities is available via the Internet in Excel format at
http://www.dcma.mil/onebook/7.0/7.2/7.2.6/reports/modified.xls.
(c) An offeror proposing to use an SPI process in lieu of military of Federal specifications or
standards cited in the solicitation shall—
(1) Identify the special military or Federal specification or standard for which the SPI
process has been accepted;
(2) Identify each facility at which the offeror proposes to use the specific SPI process in
lieu of military or Federal specifications or standards cited in the solicitation;
(3) Identify the contract line items, subline items, components or elements affected by the
SPI process; and
(4) If the proposed SPI process has been accepted at the facility at which it is proposed for
use, but is not yet listed at the Internet site specified in paragraph (b) of this clause, submit
documentation of Department of Defense acceptance of the SPI process.
(d) Absent a determination that an SPI process is not acceptable for this procurement, the
Contractor shall use the following SPI process in lieu of military or Federal specifications or
standards:
(Offeror insert information for each SPI process)
SPI Process: |
||
Facility: |
||
Military or Federal Specification or Standard: |
||
Affected Contract Line Item
Number, Subline Item Number,
Number, Subline Item Number,
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Component, or Element: |
||
(e) If a prospective offeror wishes to obtain, prior to the time specified for receipt of offers,
verification that an SPI process is an acceptable replacement for military or Federal
specifications or standards required by the solicitation, the prospective offeror—
(1) May submit the information required by paragraph (d) of this clause to the Contracting
Officer prior to submission of an offer; but
(2) Must submit the information to the Contracting Officer at least 10 working days prior to
the date specified for receipt of offers.
(End of clause)
I-173
|
252.225-7043 | ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE | JUN/1998 | |||
| CONTRACTORS OUTSIDE THE UNITED STATES |
(a) Definition. United States, as used in this clause, means, the 50 States, the District of
Columbia, and outlying areas.
(b) Except as provided in paragraph (c) of this clause, the Contractor and its subcontractors, if
performing or traveling outside the United States under this contract, shall—
(1) Affiliate with the Overseas Security Advisory Council, if the Contractor or subcontractor
is a U.S. entity.
(2) Ensure that Contractor and subcontractor personnel who are U.S. nationals and are in
country on a non-transitory basis, register with the U.S. Embassy, and that Contractor and
subcontractor personnel who are thirty country nationals comply with any security related
requirements of the Embassy of their nationality.
(3) Provide, to Contractor and subcontractor personnel, antiterrorism/force protection
awareness information commensurate with that which the Department of Defense (DoD) provides to its
military and civilian personnel and their families, to the extent such information can be made
available prior to travel outside the United States; and
(4) Obtain and comply with the most current antiterrorism/force protection guidance for
Contractor and subcontractor personnel.
(c) The requirements of this clause do not apply to any subcontractor that is —
(1) A foreign government;
(2) A representative of a foreign government; or
(3) A foreign corporation wholly owned by a foreign government.
(d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained as
follows:
(1) For work performed in Japan, U.S.-Japan bilateral agreements govern the status of
contractors and employees, criminal jurisdiction, and taxation. United States Forces, Japan, and
component policy, as well as U.S.-Japan bilateral agreements, govern logistic support and base
privileges of contractor employees.
(2) For work performed in Korea, U.S.-Korea bilateral agreements govern the status of
contractors and employees, criminal jurisdiction, and taxation. United States Forces, Korea, and
component policy, as well as U.S.-Korea bilateral agreements, govern logistic support and base
privileges of contractor employees; and
(3) For all other locations contact HQDA (DAMO-ODL)/ODCSOP: telephone, DSM 225-8491 or
commercial (703) 695-8491.
(End of clause)
I-174 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA MAY/2002
(a) Definitions
As used in this clause—
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
(1) “Components” means articles, materials, and supplies incorporated directly into end products at
any level of manufacture, fabrication or assembly by the Contractor or any subcontractor.
(2) “Department of Defense” (DoD) means the Army, Navy, Air Force, Marine Corps. and defense
agencies.
(3) “Foreign flag vessel” means any vessel that is not a U.S.-flag vessel.
(4) “Ocean transportation” means any transportation aboard a ship, vessel, boat, barge, or ferry
throughout international waters.
(5) “Subcontractor” means a supplier, materialman, distributor or vendor at any level below the
prime contractor whose contractual obligation to perform results from, or is conditioned upon,
award of the prime contract and who is performing any part of the work or other requirement of the
prime contract.
(6) “Supplies” means all property, except land and interests in land, that is clearly identifiable
for eventual use by or owned by the DoD at the time of transportation by sea.
(i) An item is clearly identifiable for eventual use by the DoD if, for example, the contract
documentation contains a reference to a DoD contract number or a military destination.
(ii) “Supplies” includes (but is not limited to) public works; buildings and facilities;
ships; floating equipment and vessels of every character, type, and description, with parts,
subassemblies, accessories, and equipment, machine tools; material; equipment; stories of all
kinds; end items, construction materials; and components of the foregoing.
(7) “U.S.-flag vessel”- means a vessel of the United States or belonging to the United States,
including any vessel registered or having national status under the laws of the United States.
(D) (1) The Contractor shall use U.S.-flag vessels when transporting any supplies by sea under this
contract.
(2) A subcontractor transporting supplies by sea under this contract shall use the U.S.-flag
vessels if—
(i) This contract is a construction contract; or
(ii) The supplies being transported are—
(A) Noncommercial liens; or
(B) Commercial items that
(1) The Contractor is reselling or distributing to the Government without adding value
(generally, the Contractor does not add value to items that it subcontracts for f.o.b. destination
shipment);
(2) Are shipped in direct support of U.S. military contingency operations, exercise, or forces
deployed in humanitarian or peacekeeping operations; or
(3) Are commissary or exchange cargoes transported from outside of the Defense Transported
System in accordance with 10 U.S.C. 2643.
(c) The Contractor and its subcontractors may request that the Contracting Officer authorize
shipment in foreign-flag vessels, or designate available U.S.-flag vessels, if the Contractor or a
subcontractor believes that—
(1) U.S. flag vessels are not available for timely shipment;
(2) The freight charges are inordinately excessive or unreasonable; or
(3) Freight charges are higher than charges to private persons for transportation of like
goods.
(d) The Contractor must submit any request for use of other than U.S.-flag vessels in writing to
the Contractor Officer at least 45 days prior to the sailing date necessary to meet its delivery
schedule. The Contracting Officer will process requests submitted after such date(s) as
expeditiously as possible, but the Contracting Officer’s failure to grant approvals to meet the
shippers sailing date will not of itself constitute a compensable delay under this or any other
clause of this contract. Requests shall contain at a minimum—
(1) Type, weight, and cube of cargo;
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
(2) Required shipping date;
(3) Special handling and discharge requirements;
(4) Loading and discharge points;
(5) Name of shipper and consignee;
(6) Prime contract number; and
(7) A documented description of efforts made to secure U.S.-flag vessels, including points of
contact (with names and telephone numbers) with at least two U.S.-flag carriers contacted. Copies
of telephone notes, telegraphic and facsimile messages or letters will be sufficient for this
purpose.
(e) The Contractor shall, within 30 days after each shipment covered by this clause, provide the
Contracting Officer and the Maritime Administration, Office of Cargo Preference, U.S. Department of
Transportation, 400 Seventh Street SW, Washington, DC 20590, one copy of the rated on board vessel
operating carrier’s ocean bill of lading, which shall contain the following information:
(1) Prime contract number;
(2) Name of vessel;
(3) Vessel flag of registry;
(4) Date of loading;
(5) Port of loading;
(6) Port of final discharge;
(7) Description of commodity;
(8) Gross weight in pounds and cubic feet if available;
(9) Total ocean freight in U.S. dollars; and
(10) Name of the steamship company.
(f) The Contractor shall provide with its final invoice under this contract a representation that
to the best of its knowledge and belief—
(1) No ocean transportation was used in the performance of this contract:
(2) Ocean transportation was used and only U.S.-flag vessels were used for all ocean shipments
under the contract;
(3) Ocean transportation was used, and the Contractor had the written consent of the
Contracting Officer for all non-U.S.-flag ocean transportation; or
(4) Ocean transportation was used and some or all of the shipments were made on non-U.S.-flag
vessels without the written consent of the Contracting Officer. The Contractor shall describe
these shipments in the following format:
| ITEM | CONTRACT | |||||||
| DESCRIPTION | LINE ITEMS | QUANTITY | ||||||
Total |
(g) If the final invoice does not include the required presentation, the Government will reject and
return it to the Contractor as an improper invoice for the purpose of the Prompt Payment clause of
this contract. In the event there has been unauthorized use of non-U.S.-flag vessels in the
performance of this contract, the Contracting Officer is entitled to equitably adjust the contract,
based on the unauthorized use.
(h) In the award of subcontracts for the type of supplies described in paragraph (b)(2) of this
clause, the Contractor shall flow down the requirements of this clause as follows:
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
(1) The Contractor shall insert the substance of this clause, including this paragraph (h), in
subcontracts that exceed the simplified acquisition threshold in part 2 of the Federal Acquisition
Regulation.
(2) The Contraction shall insert the substance of paragraphs (a) through (e) of this clause,
and this paragraph (h), in subcontracts that are at or below the simplified acquisition threshold
in part 2 of the Federal Acquisition Regulation.
(End of clause)
I-175
|
252.247-7024 | NOTIFICATION OF TRANSPORTATION OF SUPPLIES B SEA | MAR/2000 |
(a) The Contractor has indicated by the response to the solicitation provision. Representation of
Extent of Transportation by Sea, that it did not anticipate transporting by sea any supplies. If,
however, after the award of this contract, the Contractor learns that it did not anticipate
transporting by sea any supplies. If, however, after the award of this contract, the Contractor
learns that supplies, as defined in the Transportation of Supplies by the Sea clause of this
contract, will be transported by sea, the Contractors:
(1) Shall notify the Contracting Officer of that fact; and
(2) Hereby agrees to comply with all the terms and conditions of the Transportation of
Supplies by Sea clause of this contract.
(b) The Contractor shall include this clause, including the paragraph (b), revised as necessary to
reflect the relationship of the contracting parties.
(1) In all subcontracts under this contract, if this contract is a construction contract; or
(2) If this contract is not a construction contract, in all subcontracts under this contract
that are for
(i) Noncommercial Items; or
(ii) commercial items that –
(A) The Contractor is reselling or distributing to the Government without adding value
(generally, the Contractor does not add value to items that it subcontracts for ___destination
shipment).
(B) Are shipped in direct support of U.S. military contingency operations, exercises, or
forces deployed in humanitarian or peacekeeping operations; or
(C) Are commissary or exchange cargoes transported outside of the Defense Transportation
System in accordance with 10 U.S.C. 2643.
(End of clause)
PADDS ERRATA SHEET
| PIIN/SIIN | W58RGZ-04-C-0025 | MOD/AMD |
SECTION J – LIST OF ATTACHMENTS
| List of | Number of | |||||||||
| Addenda | Title | Date | Pages | Transmitted By | ||||||
Exhibit A
|
CONTRACT DATA REQUIREMENTS LIST | 008 | ||||||||
Exhibit B
|
CONTRACT DATA REQUIREMENT LIST | 24-JAN-2005 | 008 | |||||||
Attachment 001
|
STATEMENT OF WORK – REV B | 18-AUG-2004 | 008 | |||||||
Attachment 002
|
SYSTEM SPECIFICATION SUAV-0001 REV C | 03-JUN-2005 | 031 | ELECTRONIC IMAGE |
||||||
Attachment 003
|
DOCUMENT SUMMARY LIST | 001 | ||||||||
Attachment 004
|
DDFORM 254 | 001 | FAX | |||||||
Attachment 005
|
SECURITY CLASSIFICATION GUIDE | 14-AUG-2001 | 024 | FAX | ||||||
Attachment 006
|
INTELLIGENCE ADDENDUM | 25-SEP-2001 | 002 | FAX | ||||||
Attachment 007
|
PROPOSED OLIN STRUCTURE | 03-DEC-2003 | 001 | |||||||
Attachment 008
|
PERFORMANCE BASED PAYMENT SCHEDULE REV 3 | 06-FEB-2004 | 001 | |||||||
Attachment 009
|
SOW ATTACHMENT FOR 3.2.3. (TBD) | 001 | ||||||||
Attachment 010
|
SOW PARAGRAPH 3.2.3.4.2 NEW EQUIPMENT TRAINING | 002 | ||||||||
Attachment 011
|
SOW PARAGRAPH 3.2.3.2.1 “OVER AND ABOVE” | 20-JAN-2005 | 001 | |||||||
Attachment 012
|
STATEMENT OF WORK | 21-JAN-2005 | 014 | |||||||
Attachment 013
|
DOCUMENT SUMMARY LIST | 002 | ||||||||
Attachment 014
|
CONTRACT SECURITY CLASSIFICATION (DD254) | 24-JAN-2005 | 004 | FAX | ||||||
Attachment 015
|
SECURITY CLASSIFICATION GUIDE W/ATTACHMENTS | 17-NOV-2003 | 031 | |||||||
Attachment 016
|
INTELLIGENCE ADDENDUM TO DD254 | 25-SEP-2001 | 005 | |||||||
Attachment 017
|
SUAV BRIDGE REQUIREMENTS – RAVEN PERFORMANCE BASED PAYMENT SCHEDULE |
05-APR-2005 | 001 | ELECTRONIC IMAGE | ||||||
Attachment 018
|
PURCHASE ORDER LISTING FOR USE WITH ATTACHMENT 0017 | 05-APR-2005 | 001 | ELECTRONIC IMAGE | ||||||
The following sections of the solicitation will not be distributed with the contract; however,
they are incorporated in and form a part of the resultant contract as though furnished in full
text therewith:
| SECTION | TITLE | |||
| K | Representations, Certifications and other statements of Offeror. | |||
| L | Instructions and Conditions, and Notices to Offerors |
| Page 1 | ||||||||||
PADDS ERRATA SHEET |
||||||||||
PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
| SECTION A – SUPPLEMENTAL INFORMATION | ||||||||
CHANGED
|
AS6005 | 52.216-4711 | 01-JUN-2004 | LETTER CONTRACT (FIXED PRICE TYPE) (USAAMCOM) | ||||
Gentlemen:
1. This constitutes a letter contract on the terms set forth herein and signifies the intention of
the Department of the Army to execute a formal fixed price WITH COST PLUS FIXED FEE OLINs contract
modification with you for the delivery of the supplies and the performance of the services as set
forth in the enclosure hereto upon the terms and conditions therein stated, which is incorporated
herein and made a part hereof for Contract W58RGZ-04-C-0025 as CONTRACT MODIFICATION P00011 on PAN
MT-0025-05
2. You are directed, in accordance with the clause entitled, ‘Execution and Commencement of Work to
proceed immediately to commence performance of the work, and to pursue such work with all diligence
to the end that the supplies may be delivered or services performed within the time specified in
the attached modification.
3. In accordance with the clause entitled ‘Contract Definitization,’ you shall submit a firm
proposal for the articles covered by this letter. Your proposal shall be supported by a cost
breakdown submitted in accordance with the instructions at FAR 15.403-5(b)(1) and Table 15-2 of FAR
15.408. A Certificate of Current Cost or Pricing Data (FAR 15.406-2) shall be submitted upon
agreement of contract price.
4. Please indicate your acceptance of the foregoing by signing this letter and returning it with
all supporting documentation to this office.
5. THE NOT TO EXCEED LIABILITY AMOUNT FOR THIS ACTION AS IDENTIFIED BELOW:
| CLIN | CONTRACT TYPE | FUNDED AMOUNT | NTE AMOUNT | ACRN | OMA FUND SOURCE | OPA FUND SOURCE | ||||||||
0021AA
|
FFP | $[***] | $[***] | AE | $[***] | |||||||||
0022AA
|
FFP | $[***] | $[***] | AE | $[***] | |||||||||
0023AA
|
CPFF | $[***] | $[***] | AC | $[***] | |||||||||
0023AB
|
CPFF | $[***] | $[***] | AD | $[***] | |||||||||
0023AC
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||||
0024AA
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||||
0024AB
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||||
0024AC
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||||
FUNDED TOTAL
|
$[***] | NTE TOTAL | $[***] | OMA TOTAL | $[***] | OPA TOTAL |
The not to exceed liability of this action is $[***] which represents
50 percent of the Not-To-Exceed Ceiling Amount of $[***]
and is subject to downward negotiation only.
and is subject to downward negotiation only.
6. This contract is entered into pursuant to 10 USC 2304(c)(0) and any required justification and
approval has been executed.
| Sincerely yours, | ||||
| SHANNON H. SHELTON | ||||
| Contracting Officer |
Executed as of the date shown below:
| BY | ||||||
| DATE | ||||||
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Page 2 | ||||||||||
PADDS ERRATA SHEET |
||||||||||
PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
CHANGED
|
AS6000 | 52,217 | 4700 01-NOV-1999 | PREAMBLE | (LETTER CONTRACT DEFINITIZED) | |||||||
| (USAAMCOM) | ||||||||||||
It is understood and mutually agreed between the parties that:
1. This Modification PZ0019 is entered into pursuant to and supersedes the Letter Contract
W58RGZ-04C-0025 P00011 and constitutes the definitive contract contemplated by the Letter Contract,
which contract is completely set forth in the following pages; except that those documents
previously provided to the contractor and not again included are listed in Part III. Section J, of
this modification and are incorporated herein by reference.
2. The work performed by the contractor under the Latter Contract is considered to have been
performed pursuant to this definitive contract.
3. In the event that this modification contains provisions which may be construed to be
inconsistent in any particular way with the provisions of the Letter Contract, then the provisions
of this Modification PZ0019 shall be deemed to state the complete agreement and intent of the
parties hereto and any rights, duties, and obligations created by the provisions of the Letter
Contract which are inconsistent with the terms of this modification are hereby waived, cancelled,
and released.
AUTO/DEL
|
AS7025 | *** THIS REFERENCE IS NO LONGER VALID *** |
SECTION D – PACKAGING AND MARKING
AUTO
|
DS7015 | 52.208-4700 | 01-JUL-2001 | REPLACEMENT PRESERVATIVE FOR PENTACHLOROPHENOL (USAAMCOM) | ||||||
AUTO
|
DS7020 | 52.247-4700 | 01-JUN-2003 | BAR CODE MARKINGS (USAAMCOM) | ||||||
| SECTION E – INSPECTION AND ACCEPTANCE | ||||||||||
AUTO
|
EF0009 | 52.246-2 | 01-AUG-1996 | INSPECTION OF SUPPLIES – FIXED-PRICE | ||||||
AUTO
|
EF0017 | 52.246-3 | 01-MAY-2001 | INSPECTION OF SUPPLIES – COST REIMBURSEMENT | ||||||
ADDED
|
EF0022 | 52.246-4 | 01-AUG-1996 | INSPECTION OF SERVICES – FIXED-PRICE | ||||||
ADDED
|
EF0027 | 52.246-5 | 01-APR-1984 | INSPECTION OF SERVICES – COST-REIMBURSEMENT | ||||||
ADDED
|
EP0035 | 52.246-6 | 01-MAY-2001 | INSPECTION – TIME-AND-MATERIAL AND LABOR-HOUR | ||||||
AUTO
|
EF0080 | 52.246-16 | 01-APR-1984 | RESPONSIBILITY FOR SUPPLIES | ||||||
AUTO
|
EA0020 | 252.246-7000 | 01-MAR-2003 | MATERIAL INSPECTION AND RECEIVING REPORT | ||||||
| SECTION F – DELIVERIES OR PERFORMANCE | ||||||||||
AUTO
|
FF0010 | 52.211-17 | 01-SEP-1989 | DELIVERY OF EXCESS QUANTITIES | ||||||
AUTO
|
FF0016 | 52.242-15 | 01-APR-1984 | STOP-WORK ORDER (AUG 1989) – ALTERNATE I | ||||||
AUTO
|
FF0015 | 52.242-15 | 01-AUG-1989 | STOP-WORK ORDER | ||||||
AUTO
|
FF0025 | 52.242-17 | 01-APR-1984 | GOVERNMENT DELAY OF WORK | ||||||
ADDED
|
FF0034 | 52.247-29 | 01-JUN-1988 | F.O.B. ORIGIN | ||||||
ADDED
|
FF0033 | 52.247-30 | 01-APR-1984 | F.O.B. ORIGIN, CONTRACTOR’S FACILITY | ||||||
ADDED
|
FF0049 | 52.247-35 | 01-APR-1984 | F.O.B. DESTINATION, WITHIN CONSIGNEE’S PREMISES | ||||||
ADDED
|
FF0020 | 52.247.48 | 01-FEB-1999 | F.O.B. DESTINATION EVIDENCE OF SHIPMENT | ||||||
| Page 3 | ||||||||||
PADDS ERRATA SHEET |
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
ADDED
|
FF0134 | 52.247-55 | 01-JUN-2003 | F.O.B. POINT FOR DELIVERY OF GOVERNMENT – FURNISHED PROPERTY | ||||||
ADDED
|
FF0159 | 52.247-61 | 01-APR-1984 | F.O.B. ORIGIN – MINIMUM SIZE OF SHIPMENTS | ||||||
ADDED
|
FF0168 | 52.247-65 | 01-JAN-1991 | F.O.B. ORIGIN, PREPAID FREIGHT – SMALL PACKAGE SHIPMENTS | ||||||
ADDED
|
PS7010 | 52.211-4012 | 01-AUG-2001 | ACCELERATED DELIVERY (USAAMCOM) | ||||||
| SECTION G – CONTRACT ADMINISTRATION DATA | ||||||||||
AUTO
|
GS7135 | 52.242-4001 | 01-OCT-2000 | PREPARATION AND DISTRIBUTION OF DD FORM 350 (MIRR) (USAAMCOM) | ||||||
| SECTION H SPECIAL CONTRACT REQUIREMENTS | ||||||||||
AUTO/DEL
|
HS7630 | 52.219-4001 | 01-APR-2004 | SMALL BUSINESS SUBCONTRACTING PLAN GOAL (USAAMCOM) | ||||||
AUTO
|
HS7070 | 52.243-4000 | 01-NOV-2003 | ENG CHG PROPOSAL, VALUE ENG CHG PROPOSAL, REQUEST FOR DEVIATION, REQUEST FOR WAIVER, ENG RELEASE RECORDS, NOTICE OF REVISION, & SPECIFICATION CHG NOTICE PREPARATION AND SUBMISSION INSTRUCTIONS |
||||||
| SECTION I – CONTRACT CLAUSES | ||||||||||
AUTO
|
IF0007 | *** THIS REFERENCE IS NO LONGER VALID *** | ||||||||
AUTO
|
IF0052 | *** THIS REFERENCE IS NO LONGER VALID *** | ||||||||
AUTO
|
IF0010 | 53.203-1 | 01-JUL-2004 | DEFINITIONS | ||||||
AUTO
|
IF0021 | 52.203-3 | 01-APR-1984 | GRATUITIES | ||||||
AUTO
|
IF0026 | 52.203-5 | 01-JUL-1995 | RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT |
||||||
AUTO
|
IF0029 | 52.203-7 | 01-JUL-1995 | ANTI-KICKBACK PROCEDURES | ||||||
AUTO
|
IF0975 | 52.203-8 | 01-JAN-1997 | CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY |
||||||
AUTO
|
IF0980 | 52.203-10 | 01-JAN-1997 | PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY |
||||||
AUTO
|
IF0030 | 52.203-12 | 01-JAN-2003 | LIMITATIONS ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS |
||||||
ADDED
|
IF0032 | 52.204-2 | 01-AUG-1996 | SECURITY REQUIREMENTS | ||||||
AUTO
|
IF0075 | 52.204-4 | 01-AUG-2006 | PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER | ||||||
AUTO
|
IF0060 | 52.209-6 | 01-JAN-2005 | PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED OR PROPOSED FOR DEBARMENT |
||||||
AUTO
|
LF0063 | 52.211-5 | 01-AUG-2000 | MATERIAL REQUIREMENTS | ||||||
AUTO
|
IF0079 | 52.211-15 | 01-SEP-1990 | DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS | ||||||
| Page 4 | ||||||||||
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
ADDED
|
IF0046 | 52.213-2 | 01-APR-1984 | INVOICES | ||||||
AUTO
|
IF0110 | 52.215-2 | 01-JUN-1999 | AUDIT AND RECORDS – NEGOTIATION | ||||||
AUTO
|
IF0115 | 52.215-A | 01-OCT-1997 | ORDER OF PRECEDENCE UNIFORM CONTRACT FORMAT | ||||||
AUTO
|
IF0130 | 52.215-10 | 01-OCT-1997 | PRICE REDUCTION AND DEFECTIVE COST OR PRICING DATA | ||||||
AUTO
|
IF0132 | 52.215-12 | 01-OCT-1997 | SUBCONTRACTOR COST OR PRICING DATA | ||||||
DELETED
|
IF0135 | 52.215-14 | 01-OCT-1997 | INTEGRITY OF UNIT PRICES | ||||||
ADDED
|
IF0136 | 52.215-14 | 01-OCT-1997 | INTEGRITY OF UNIT PRICES (OCT 97) – ALTERNATE 1 | ||||||
AUTO
|
IF0755 | 52.215-15 | 01-OCT-2004 | PENSION ADJUSTMENTS AND ASSET REVERSIONS | ||||||
ADDED
|
IF0144 | 52.215-17 | 01-OCT-1997 | WAIVERS OF FACILITIES CAPITAL COST OF MONEY | ||||||
AUTO
|
IFG147 | 52.215-18 | 01-JUL-2005 | REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS | ||||||
ADDED
|
IF0148 | 52.215-19 | 01-OCT-1997 | NOTIFICATION OF OWNERSHIP CHANGES | ||||||
ADDED
|
IF0143 | 52.216-7 | 01-DEC-2002 | ALLOWABLE COST AND PAYMENT | ||||||
ADDED
|
IF0145 | 52.216-8 | 01-MAR-1997 | FIXED FEE | ||||||
ADDED
|
IF0185 | 52.216-26 | 01-DEC-2002 | PAYMENTS OF ALLOWABLE COSTS BEFORE DEFINITIZATION | ||||||
AUTO
|
IF0193 | 52.219-8 | 01-MAY-2004 | UTILIZATION OF SMALL BUSINESS CONCERNS | ||||||
AUTO
|
IF0186 | 52.219-9 | 01-JUL-2005 | SMALL BUSINESS SUBCONTRACTING PLAN | ||||||
AUTO
|
IF0201 | 52.219-1G | 01-JAN-1999 | LIQUIDATED DAMAGES – SUBCONTRACTING PLAN | ||||||
AUTO
|
IF0207 | 52.222-1 | 01-FEB-1997 | NOTICE TO THE GOVERNMENT OF LABOR DISPUTES | ||||||
ADDED
|
IF0211 | 52.222-3 | 01-JUN-2003 | CONVICT LABOR | ||||||
AUTO
|
IF0008 | 52.222-19 | 01-JUN-2004 | CHILD LABOR – COOPERATION WITH AUTHORITIES AND REMEDIES |
||||||
AUTO
|
IF0218 | 52.223-30 | 01-DEC-1995 | WALSH HEALEY PUBLIC CONTRACTS ACT | ||||||
AUTO
|
IF0091 | 52.222-21 | 01-FEB-1999 | PROHIBITION ON SEGREGATED FACILITIES | ||||||
AUTO
|
IF0223 | 52.222-26 | 01-APR-2002 | EQUAL OPPORTUNITY | ||||||
ADDED
|
IF0861 | 52.222-29 | 01-JUN-2003 | NOTIFICATION OF VISA DENIAL | ||||||
AUTO
|
IF0235 | 52.332-35 | 01-DEC-2001 | EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS |
||||||
AUTO
|
IP0237 | 52.232-36 | 01-JUN-1998 | AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES | ||||||
AUTO
|
IF0240 | 52.222-37 | 01-DEC-2001 | EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS |
| Page 5 | ||||||||||
PADDS ERRATA SHEET |
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
ADDED
|
IF0950 | 52.222.38 | 01-DEC-2001 | COMPLIANCE WITH VETERANS EMPLOYMENT REPORTING REQUIREMENTS |
||||||
ADDED
|
IF0850 | 52.223-5 | 01-AUG-2003 | POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION | ||||||
AUTO
|
IF0260 | 52.223-6 | 01-MAY-2001 | DRUG-FREE WORKPLACE | ||||||
ADDED
|
IF0045 | 52.223-10 | 01-AUG-2000 | WASTE REDUCTION PROGRAM | ||||||
ADDED
|
IF0175 | 52.223-14 | 01-AUG-2003 | TOXIC CHEMICAL RELEASE REPORTING | ||||||
AUTO
|
IF0092 | 52.225-13 | 01-MAR-2005 | RESTRICTION ON CERTAIN FOREIGN PURCHASES | ||||||
AUTO
|
IF0269 | 52.226-1 | 01-JUN-2060 | UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN OWNED ECONOMIC ENTERPRISES |
||||||
AUTO
|
IF0283 | 52.327-1 | 01-JUL-1995 | AUTHORIZATION AND CONSENT | ||||||
AUTO
|
IF0286 | 52.227-2 | 01-AUG-1996 | NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT |
||||||
AUTO
|
IF0288 | 52.227-3 | 01-APR-1984 | PATENT INDEMNITY | ||||||
ADDED
|
IF0270 | 52.228-3 | 01-APR-1984 | WORKERS COMPENSATION INSURANCE (DEFENSE BASE ACT) | ||||||
ADDED
|
IF0275 | 52.228-4 | 01-APR-1984 | WORKERS’ COMPENSATION AND WAR HAZARD INSURANCE OVERSEAS |
||||||
ADDED
|
IF0295 | 52.228-7 | 01-MAR-1996 | INSURANCE – LIABILITY TO THIRD PERSONS | ||||||
AUTO
|
IF0310 | 52.229-3 | 01-APR-2003 | FEDERAL, STATE, AND LOCAL TAXES | ||||||
ADDED
|
IF0312 | 52.229-4 | 01-APR-2003 | FEDERAL, STATE, AND LOCAL TAXES (STATE AND LOCAL ADJUSTMENTS) |
||||||
AUTO/DEL
|
IF0321 | 52.230-2 | 01-APR-198 | COST ACCOUNTING STANDARDS | ||||||
AUTO/DEL
|
IF0323 | 52.230-3 | 01-APR-1998 | DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES |
||||||
AUTO/DEL
|
IF0326 | 52.230-6 | 01-APR-2005 | ADMINISTRATION OF COST ACCOUNTING STANDARDS | ||||||
AUTO
|
IF0332 | 52.232-1 | 01-APR-1984 | PAYMENTS | ||||||
AUTO
|
IF0344 | 52.232-8 | 01-FEB-2002 | DISCOUNTS FOR PROMPT PAYMENT | ||||||
ADDED
|
IF0350 | 52,332-9 | 03-APR-1984 | LIMITATION ON WITHHOLDING OF PAYMENTS | ||||||
AUTO
|
IF0352 | 52.232-11 | 01-APR-1984 | EXTRAS | ||||||
AUTO
|
IF3460 | 53.232-17 | 01-JUN-1995 | INTEREST | ||||||
ADDED
|
IF0366 | 52.232-20 | 01-APR-1984 | LIMITATION OF COST | ||||||
ADDED
|
IF0373 | 52.232-23 | 01-JAN-1986 | ASSIGNMENT OF CLAIMS | ||||||
AUTO
|
IF0375 | 52.232-23 | 01-APR-1984 | ASSIGNMENT OF CLAIMS (JAN 1986) – ALTERNATE I | ||||||
AUTO
|
IF0025 | 52.232-26 | 01-OCT-2003 | PROMPT PAYMENT |
| Page 6 | ||||||||||
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
ADDED
|
IF0372 | 52.232.25 | 01-FEB-2002 | PROMPT PAYMENT (OCT 2003) – ALTERNATE I | ||||||
AUTO
|
IF0036 | 52.232-33 | 01-OCT-2003 | PAYMENT OF ELECTRONIC FUNDS TRANSFER CENTRAL CONTRACTOR REGISTRATION |
||||||
AUTO
|
IF0378 | 52.233-3 | 01-JUL-2002 | DISPUTES | ||||||
AUTO
|
IF0382 | 52.233-3 | 01-AUG-1996 | PROTEST AFTER AWARD | ||||||
ADDED
|
IF0427 | 52.237-3 | 01-JAN-1991 | CONTINUITY OF SERVICES | ||||||
ADDED
|
IF0439 | 52.242-1 | 01-APR-1984 | NOTICE OF INTENT TO DISALLOW COSTS | ||||||
AUTO
|
IF0443 | 52-242-3 | 01-MAY-2001 | PENALTIES FOR UNALLOWABLE COSTS | ||||||
ADDED
|
IF0445 | 52.242-4 | 01-JAN-1997 | CERTIFICATION OF FINAL INDIRECT COSTS | ||||||
DELETED
|
IF0451 | 52.242-10 | 01-APR-1984 | F.O.B. ORIGIN – GOVERNMENT BILLS OF LADING OR PREPAID POSTAGE | ||||||
ADDED
|
IF0452 | 52.242.10 | 01-APR-1984 | F.O.B. ORIGIN GOVERNMENT BILLS OF LADING OR PREPAID POSTAGE (APPLICABLE ONLY TO OPTION QUALITY) | ||||||
AUTO
|
IF0456 | 52.242-13 | 01-JUL-1995 | BANKRUPTCY | ||||||
ADDED
|
IF0391 | 52.243-1 | 01-APR-1984 | CHANGES –FIXED-PRICE (AUG 1987)-ALTERNATE I | ||||||
AUTO
|
IF0390 | 52.243-1 | 01-AUG-1987 | CHANGES — - FIXED — PRICE | ||||||
ADDED
|
IF0403 | 52.243-2 | 01-APR-1984 | CHANGES — - COST-REIMBURSEMENT (AUG 1987) — - ALTERNATE I | ||||||
ADDED
|
IF0404 | 52.243-2 | 01-APR-1984 | CHANGES — - COST-REIMBURSEMENT (AUG 1987) — - ALTERNATE II | ||||||
ADDED
|
IF0402 | 52.243-2 | 01-AUG-1987 | CHANGES — - COST-REIMBURSEMENT | ||||||
AUTO
|
IF0477 | 52.243-7 | 01-APR-1984 | NOTIFICATION OF CHANGES (the blanks in paragraphs (b) and (d) are completed with thirty (30)) | ||||||
AUTO/DEL
|
IF0487 | 52.244-5 | 01-DEC-1996 | COMPETITION IN SUBCONTRACTING | ||||||
ADDED
|
IF0871 | 52.245-1 | 01-APR-1984 | PROPERTY RECORDS | ||||||
ADDED
|
IF0874 | 52.245-4 | 01-JUN-2003 | GOVERNMENT-FURNISHED PROPERTY (SHORT FORM) | ||||||
ADDED
|
IF0528 | 52.245-18 | 01-FEB-1993 | SPECIAL TEST EQUIPMENT | ||||||
ADDED
|
IF0540 | 52.246 - 16 | 01-APR-1984 | RESPONSIBILITIES FOR SUPPLIES | ||||||
AUTO
|
IF0558 | 52.246-23 | 01-FEB-1997 | LIMITATION OF LIABILITY | ||||||
ADDED
|
IF0562 | 52.246-25 | 01-FEB-1997 | LIMITATION OF LIABILITY-SERVICES | ||||||
DELETED
|
IF0569 | 52.247-5 | 01-APR-1984 | FAMILIARIZATION WITH CONDITIONS | ||||||
ADDED
|
IF0610 | 52.247-27 | 01-APR-1984 | CONTRACT NOT AFFECTED BY ORAL AGREEMENT | ||||||
ADDED
|
IF0615 | 52.247-29 | 01-JUN-1_00 | P.O.B. ORIGIN |
| Page 7 | ||||||||||
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||||||||||
PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
ADDED
|
IF0622 | 52.247-63 | 01-JUN-2003 | PREFERENCE FOR U.S. FLAG AIR CARRIERS | ||||||
AUTO
|
IF0630 | 52.248-1 | 01-FEB-2000 | VALUE ENGINEERING | ||||||
AUTO
|
IF0644 | 52.249-2 | 01-MAY-2004 | TERMINATION FOR CONVENIENCE OF GOVERNMENT (FIXED-PRICE) |
||||||
ADDED
|
IF0656 | 52.249-6 | 01-MAY-2004 | TERMINATION (COST REIMBURSEMENT) | ||||||
DELETED
|
IF0670 | 52.249-8 | 01-APR-1984 | DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (1984 APR)-ALTERNATE I |
||||||
AUTO
|
IF0669 | 52.249-8 | 01-APR-1984 | DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) | ||||||
ADDED
|
IF0683 | 52.249-13 | 01-APR-1984 | FAILURE TO PERFORM | ||||||
ADDED
|
IF0684 | 52.249-14 | 01-APR-1984 | EXCUSABLE DELAYS | ||||||
DELETED
|
IF0690 | 52.250-1 | 01-APR-1984 | INDEMNIFICATION UNDER PUBLIC LAW 85-804 (APR 1984) — - ALTERNATE I | ||||||
AUTO
|
IF0715 | 52.253-1 | 01-JAN-1991 | COMPUTER GENERATED FORMS | ||||||
AUTO
|
IA0041 | * * * THIS REFERENCE IS NO LONGER VALID * * * | ||||||||
AUTO
|
IA0065 | * * * THIS REFERENCE IS NO LONGER VALID * * * | ||||||||
ADDED
|
IA0590 | * * * THIS REFERENCE IS NO LONGER VALID * * * | ||||||||
ADDED
|
IA0010 | 252.201-7000 | 01-DEC-1991 | CONTRACTING OFFICER’S REPRESENTATIVE | ||||||
AUTO
|
IA0020 | 252.203-7001 | 01-DEC-2004 | PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT RELATED FELONIES |
||||||
ADDED
|
IA0025 | 252.203-7002 | 01- DEC 1993 | DISPLAY OF DOD HOTLINE POSTER | ||||||
AUTO
|
IA0030 | 252.204-7000 | 01-DEC-1991 | DISCLOSURE OF INFORMATION | ||||||
ADDED
|
IA0035 | 252.204-7002 | 01-DEC-1991 | PAYMENT FOR SUBLINE ITEMS NOT SEPARATELY PRICED | ||||||
AUTO
|
IA0036 | 252.204-7003 | 01-APR-1992 | CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT | ||||||
ADDED
|
IA0011 | 252.204-7005 | 01-NOV-2001 | ORAL ATTESTATION OF SECURITY RESPONSIBILITIES | ||||||
AUTO
|
IA0050 | 252.205-7000 | 01-DEC-1991 | PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS |
||||||
AUTO
|
IA0800 | 252.209-7004 | 01-MAR-1998 | SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY |
||||||
AUTO
|
IA0170 | 252.215-7000 | 01-DEC-1991 | PRICING ADJUSTMENTS | ||||||
AUTO
|
IA0180 | 252.215-7002 | 01-OCT-1998 | COST ESTIMATING SYSTEM REQUIREMENTS | ||||||
ADDED
|
IA0205 | 252.217-7028 | 01-DEC-1991 | OVER AND ABOVE WORK | ||||||
ADDED
|
IA0220 | 252.219-7003 | 01-APR-1996 | SMALL. SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) |
| Page 8 | ||||||||||
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||||||||||
PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
ADDED
|
IA0236 | 252.222-7002 | 01-JUN-1997 | COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS) | ||||||
DELETED
|
IA0338 | 252.222-7004 | 01-JUN-1997 | COMPLIANCE WITH SPANISH SOCIAL SECURITY LAWS AND REGULATIONS |
||||||
ADDED
|
IA0251 | 252.223-7006 | 01-NOV-1993 | PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS (APR 1993) — - ALTERNATE I | ||||||
ADDED
|
IA0250 | 252.223-7006 | 01-APR-1993 | PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS |
||||||
ADDED
|
IA0260 | 252.225-7001 | 01-JUN-2005 | BUY AMERICAN ACT OF BALANCE OF PAYMENTS PROGRAM | ||||||
AUTO
|
IA0275 | 252.225-7002 | 01-APR-2003 | QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS | ||||||
AUTO
|
IA0026 | 252.225-7004 | 01-JUN-2005 | REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA-SUBMISSION AFTER AWARD |
||||||
AUTO
|
IA0335 | 252.225-7012 | 01-JUN-2004 | PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES | ||||||
AUTO
|
IA0027 | 252.225-7013 | 01-JUN-2005 | DUTY-FREE ENTRY | ||||||
ADDED
|
IA0340 | 252.225-7014 | 01-JUN-2005 | PREFERENCE FOR DOMESTIC SPECIALTY METALS | ||||||
AUTO/DEL
|
IA0350 | 252.225-7014 | 01-APR-2003 | PREFERENCE FOR DOMESTIC SPECIALTY METALS (JUN 2005) — - ALTERNATE I | ||||||
ADDED
|
IA0360 | 252.225-7015 | 01-JUN-2005 | RESTRICTION ON ACQUISITION OF HAND OR MEASURING TOOLS |
||||||
ADDED
|
IA0003 | 252.225-7016 | 01-APR-2003 | RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS (JUN 2005) — - ALTERNATE I | ||||||
AUTO
|
IA0365 | 252.225-7016 | 01-JUN-2005 | RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS |
||||||
ADDED
|
IA0389 | 252.225-7022 | 01-JUN-2005 | RESTRICTION ON ACQUISITION OF POLYACRYLONITRILE (PAN) CARBON FIBER | ||||||
AUTO
|
IA0415 | 252.225-7025 | 01-JUN-2005 | RESTRICTION ON ACQUISITION OF FORGINGS | ||||||
DELETED
|
IA0440 | 252.225-7028 | 01-APR-2003 | EXCLUSIONARY POLICIES AND PRACTICES OF FOREIGN GOVERNMENTS |
||||||
ADDED
|
IA0410 | 252.225-7036 | 01-JUN-2005 | BUY AMERICAN ACT-FREE TRADE AGREEMENTS-BALANCE OF PAYMENTS PROGRAM |
||||||
ADDED
|
IA0652 | 252.325-7042 | 01-APR-2003 | AUTHORIZATION TO PERFORM | ||||||
AUTO/DEL
|
IA0013 | 252.226-7001 | 01-SEP-2004 | UTILIZATION OF INDIAN ORGANIZATIONS, INDIAN-OWNED ECONOMIC ENTERPRISES, AND NATIVE HAWAIIAN SMALL BUSINESS CONCERNS |
||||||
ADDED
|
IA0450 | 252.227-7013 | 01-NOV-1995 | RIGHTS ON TECHNICAL DATA — - NONCOMMERCIAL ITEMS | ||||||
ADDED
|
IA0462 | 252.227-7014 | 01-JUN-1995 | RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION |
||||||
ADDED
|
IA0478 | 252.227-7019 | 01-JUN-1995 | VALIDATION OF ASSERTED RESTRICTIONS — - COMPUTER SOFTWARE |
| Page 9 | ||||||||||
PADDS ERRATA SHEET |
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
ADDED
|
IA0495 | 252.227-7025 | 01-JUN-1995 | LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION MARKED WITH RESTRICTIVE LEGENDS |
||||||
ADDED
|
IA0520 | 252.227-7027 | 01-APR-1988 | DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE |
||||||
ADDED
|
IA0740 | 252.228-7001 | 01-SEP-1996 | GROUND AND FLIGHT RISK | ||||||
ADDED
|
IA0750 | 252.228-7002 | 01-SEP-1996 | AIRCRAFT FLIGHT RISK | ||||||
ADDED
|
IA0760 | 252.228-7003 | 01-DEC-1991 | CAPTURE AND DETENTION | ||||||
ADDED
|
IA0770 | 252.228-7005 | 01-DEC-1991 | ACCIDENT REPORTING AND INVESTIGATION INVOLVING AIRCRAFT, MISSILES AND SPACE LAUNCH VEHICLES |
||||||
DELETED
|
IA0786 | 252.229-7007 | 01-JUN-1997 | VERIFICATION OF UNITED STATES RECEIPT OF GOODS | ||||||
AUTO
|
IA0805 | 252.231-7000 | 01-DEC-1991 | SUPPLEMENTAL COST PRINCIPLES | ||||||
AUTO
|
IA0700 | 252.232-7003 | 01-JAN-2004 | ELECTRONIC SUBMISSION OF PAYMENT REQUESTS | ||||||
ADDED
|
IA0022 | 252.232-7004 | 01-OCT-2001 | DOD PROGRESS PAYMENT RATES | ||||||
ADDED
|
IA0850 | 252.235-7003 | 01-DEC-1991 | FREQUENCY AUTHORIZATION | ||||||
AUTO
|
IA0855 | 252.242-7000 | 01-DEC-1991 | POSTAWARD CONFERENCE | ||||||
AUTO
|
IA0905 | 252.243-7001 | 01-DEC-1991 | PRICING OF CONTRACT MODIFICATIONS | ||||||
AUTO
|
IA0907 | 252.243-7002 | 01-MAR-1998 | REQUESTS FOR EQUITABLE ADJUSTMENT | ||||||
AUTO
|
IA0908 | 252.244-7000 | 01-MAR-2000 | SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DoD CONTRACTS) |
||||||
DELETED
|
IA0950 | 252.349-7002 | 01-DEC-1996 | NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION |
||||||
CHANGED
|
IF8170 | * * * THIS REFERENCE IS NO LONGER VALID * * * | ||||||||
| * Insert TBD in the blank in paragraph (e) and TBD in the blank in paragraph (k) within the above referenced provision. | ||||||||||
AUTO/DEL
|
IF8171 | * * * THIS REFERENCE IS NO LONGER VALID * * * | ||||||||
CHANGED
|
IF8035 | 52.217-8 | 01-NOV-1999 | OPTION TO EXTEND SERVICES | ||||||
| * Insert TBD in the blank within the above referenced clause. | ||||||||||
CHANGED
|
IF8180 | 52.222-2 | 01-JUL-1990 | PAYMENT FOR OVERTIME PREMIUMS | ||||||
| * Insert TBD in the blank paragraph (a) within the above referenced clause. | ||||||||||
AUTO/DEL
|
IF8080 | 52.232-35 | 01-DEC-2001 | EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (DEC 2001) — - ALTERNATE I | ||||||
CHANGED
|
IF8001 | 52.232-32 | 01-FEB-2002 | PERFORMANCE BASED PAYMENTS | ||||||
| * Insert 30th in the blank in paragraph (c)(2) within the above referenced clause. | ||||||||||
| Page 10 | ||||||||||
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
CHANGED
|
IF8119 | 52.243-7 | 01-APR-1984 | NOTIFICATION OF CHANGES | ||||||
| (The blank in paragraph (b) of this clause is completed with 30 DAYS. The blank in paragraph (d) of this clause is completed with 30 DAYS. | ||||||||||
DELETED
|
IF6025 | 52.209-1 | 01-FEB-1995 | QUALIFICATION REQUIREMENTS | ||||||
CHANGED
|
IF6080 | 52.216-23 | 01-APR-1984 | EXECUTION AND COMMENCEMENT OF WORK | ||||||
| The Contractor shall indicate acceptance or this letter contract by signing three copies of the contract and returning them to the Contracting Officer not later than _____. | ||||||||||
| 25 February 2005. Upon acceptance by both parties, the Contractor shall proceed with performance of the work, including purchase of necessary materials. | ||||||||||
(End of Clause)
CHANGED
|
IF6085 | 52.216-24 | 01-APR-1984 | LIMITATION OF GOVERNMENT LIABILITY |
(a) In performing this contract modification, the Contractor is not authorized to make expenditures
or incur obligations exceeding[***]$[***] dollars. (b) The maximum amount of which the Government
shall be liable if this contract is terminated is $[***] dollars.
(End of Clause)
CHANGED
|
IF6855 | 52.222-49 | 01-MAY-1989 | SERVICE CONTRACT ACT—PLACE OF PERFORMANCE UNKNOWN |
(a) This contract is subject to the Service Contract Act, and the place of performance was unknown
when the solicitation was issued. In addition to places or areas identified in wage
determinations, if any, attached to the solicitation, wage determinations have also been requested
for the following: TBD. The Contracting Officer will request wage determination for additional
places or areas of performance if asked to do so in writing by: TBD.
(b) Offerors who intend to perform in a place or area of performance for which a wage determination
has not been attached or requested may nevertheless submit bids or proposals. However, a wage
determination shall be requested and incorporated in the resultant contract retroactive to the date
of contract award, and there shall be no adjustment in the contract price.
(End of Clause)
CHANGED
|
IF6170 | 52.244-2 | 01-AUG-1998 | SUBCONTRACTS |
(a) Definitions. As used in this clause- -
“Approved purchasing system” means a Contractor’s purchasing system that has been reviewed and
approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).
“Consent to subcontract” means the Contracting Officer’s written consent for the Contractor to
enter into a particular subcontract.
“Subcontract” means any contract, as defined in FAR Subpart 2 I, entered into by a subcontractor to
furnish supplies or services for performance of the prime contract or a subcontract. It includes,
but is not limited to, purchase orders, and changes and modifications to purchase orders.
(b) This clause does not apply to subcontracts for special test equipment when the contract
contains the clause at FAR 52.245-18, Special Test Equipment.
(c) When this clause is included in a fixed-price type contract, consent to subcontract is
required only on unpriced contract actions (including unpriced modifications or unpriced delivery
orders), and only if required in accordance with paragraph (d) or (e) of this clause.
(d) If the Contractor does not have an approved purchasing system, consent to subcontract is
required for any subcontract that —
(1) Is of the cost-reimbursement, time-and-materials, or labor hour type; or
(2) Is fixed-priced and exceeds
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
| Page 11 | ||||||||||
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|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National
Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5
percent of the total estimated cost of the contract; or
(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National
Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of
the total estimated cost of the contract.
(e) If the Contractor has an approved purchasing system, the Contractor nevertheless shall
obtain the Contracting Officer’s written consent before placing the following subcontractors:
TBD
(f) (1) The Contractor shall notify the Contracting Officer reasonably in advance of placing
any subcontract or modification thereof for which consent is required under paragraph (c), (d), or
(e) of this clause, including the following information;
(i) A description of the supplies or services to be subcontracted.
(ii) Identification of the type of subcontract to be used.
(iii) Identification of the proposed subcontractor.
(iv) The proposed subcontract price.
(v) The subcontractor’s current, complete, and accurate cost or pricing data and certificate
of Current Cost or Pricing Data, if required by other contract provisions.
(vi) The subcontractor’s Disclosure Statement or Certificates relating to Cost Accounting
Standards when such data are required by other provisions of this contract.
(vii) A negotiation memorandum reflecting
(A) The principal elements of the subcontract price negotiations;
(B) The most significant considerations controlling establishment of initial or revised
prices;
(C) The reason cost or pricing data were or were not required;
(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s cost or
pricing data in determining the price objective and in negotiating the final price;
(E) The extent to which it was recognized in the negotiation that the subcontractor’s cost or
pricing data were not accurate, complete, or current; the action taken by the Contractor and the
subcontractor and the effect of any such defective data on the total price negotiated;
(F) The reasons for any significant difference between the Contractor’s price objective and
the price negotiated; and
(G) A complete explanation of the incentive fee or profit plan when incentives are used. The
explanation shall identify each critical performance element, management decisions used to quantify
each incentive element, reasons for the incentives, and a summary of all trade-off possibilities
considered.
(2) The Contractor is not required to notify the Contracting Officer in advance of entering
into any subcontract for which consent is not required under paragraph (c), (d), or (e) of this
clause
(g) Unless the Consent or approval specifically provides otherwise, neither consent by the
Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall
constitute a determination.
(1) Of the acceptability of any subcontract terms or conditions;
(2) Of the allowability of any cost under this contract; or
(3) To relieve the Contractor of any responsibility for performing this contract.
| Page 12 | ||||||||||
PADDS ERRATA SHEET |
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
(h) No subcontract or modification thereof placed under this contract shall provide for
payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement
type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).
(i) The Contractor shall give the Contracting Officer immediate written notice of any action
or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or
vendor that, in the opinion of the Contractor, may result in litigation related in any way to this
contract, with respect to which the Contractor may be entitled to reimbursement from the
Government.
(j) The Government reserves the right to review the Contractor’s purchasing system as set
forth in FAR Subpart 44.3.
(k) Paragraphs (d) and (f) of this clause do not apply to the following subcontracts, which
were evaluated during negotiations:
TO BE DETERMINED.
(End of clause)
CHANGED
|
IA6015 | 252.211-7003 | 01-JUNE-2005 | ITEM IDENTIFICATION AND VALUATION |
(a) Definitions. As used in this clause.
“Automatic identification device” means a device, such as a reader or interrogator, used to
retrieve data encoded on machine-readable media.
“Concatenated unique item identifier” means
(1) For items that are serialized within the enterprise identifier, the linking together of
the unique identifier data elements in order of the issuing agency code, enterprise identifier, and
unique serial number within the enterprise identifier; or
(2) For items that are serialized within the original part, lot, or batch number, the linking
together of the unique identifier data elements in order of the issuing agency code, enterprise
identifier; original part, lot, or batch number, and serial number within the original part, lot,
or batch number.
“Data qualifier” means a specified character (or string of characters) that immediately
precedes a data field that defines the general category or intended use of the data that follows.
“DoD recognized unique identification equivalent” means a unique identification method that is
commercial use and has been recognized by DoD. All DoD recognized unique identification
equivalents are listed at http://www.acq.osd.mil/dpap/UID/equivalents.html.
“DoD unique item identification” means a system of making items delivered to DoD with unique
item identifiers that have machine-readable data elements to distinguish an item from all other
like and unlike items. For items that are serialized within the enterprise identifier, the unique
item identifier shall include the data elements of the enterprise identifier and a unique serial
number. For items that are serialized within the part, lot, or batch number within the enterprise
identifier, the unique item identifier shall include the data elements of the enterprise
identifier: the original part, lot, or batch number; and the serial number.
“Enterprise” means the entity (i.e., a manufacturer or vendor) responsible for assigning
unique item identifiers to items.
“Enterprise identifier” means a code that is uniquely assigned to an enterprise by an issuing
agency.
“Government’s unit acquisition cost” means- -
(1) For fixed-price type line, subline, or exhibit line items, the unit price identified in
the contract at the time of delivery;
(2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor’s
estimated fully burdened unit cost to the Government at the time of delivery; and
(3) For items produced under a time-and-materials contract, the Contractor’s estimated fully
burdened unit cost to the Government at the time of delivery.
“Issuing agency” means an organization responsible for assigning a non-repeatable identifier
to an enterprise (i.e., Dun & Bradstreet’s Data Universal Numbering System (DUNS) Number, Uniform
Code Council (UCC)/EAN International (EAN) Company Prefix, or Defense Logistics Information Systems
(DLIS) Commercial and Governments Entity (CAGE) Code).
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“Issuing agency code” means a code that designates the registration for controlling; authority
for the enterprise identifier.
“Item” means a single hardware article or a single unit formed by a grouping of subassemblies,
components, or constituent parts.
“Lot or batch number” means an identifying number assigned by the enterprise to a designated
group of items, usually referred to as either a lot or a batch, all of which were manufactured
under identical conditions.
“Machine-readable” means an automatic identification technology media, such as bar codes,
contract memory buttons, radio frequency identification, or optical memory cards.
“Original part number” means a combination of numbers or letters assigned by the enterprise at
item creation to a class of items with the same form, fit, function, and interface.
“Parent item” means the item assembly, intermediate component, or subassembly that has an
embedded item with a unique item identifier or DoD recognized unique identification equivalent.
“Serial number within the enterprise identifier” means a combination of numbers, letters, or
symbols assigned by the enterprise to an item that provides for the differentiation of that item
from any other like and unlike item and is never used again within the enterprise.
“Serial number within the part, lot, or batch number” means a combination of numbers or
letters assigned by the enterprise to an item that provides for the differentiation of that item
from any other like item within a part, lot, or batch number assignment.
“Serialization within the enterprise identifier” means each item produced is assigned a serial
number that is unique among all the tangible items produced by the enterprise and is never used
again. The enterprise is responsible for ensuring unique serialization within the enterprise
identifier.
“Serialization within the part, lot, or batch number” means each item of a particular part,
lot, or batch number is assigned a unique serial number within that part, lot, or batch number
assignment. The enterprise is responsible for ensuring unique serialization within the part, lot,
or batch number within the enterprise identifier.
“Unique item identifier” means a set of data elements marked on items that is globally unique
and unambiguous.
“Unique item identifier type” means a designator to indicate which method of uniquely
identifying a part has been used. The current list of accepted unique item identifier types is
maintained at http://www.acq.osd.mil/dpap/UID/uid_types.html.
(b) The Contractor shall deliver all items under a contract line, subline, or exhibit line
item.
(c) DoD Unique item identification or DoD recognized unique identification equivalents.
(1) The Contractor shall provide DoD unique item identification, or a DoD recognized unique
identification equivalent, for — -
(i) All delivered items for which the Government’s unit acquisition cost is $5,000 or more;
and
(ii) The following items for which the Government’s unit acquisition cost is less than $5,000:
| Contract line, subline, or exhibit line | ||
| item no. | ||
| “none” | Item description | |
(iii) Subassemblies, components, and parts embedded within delivered items as specified in
Attachment Number “none.”
(2) The concatenated unique item identifier and the component data elements of the DoD unique
item identification or DoD recognized unique identification equivalent shall not change over the
life of the item.
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(3) Data syntax and semantics of DoD unique item identification and DoD recognized unique
identification equivalents. The Contractor shall ensure that —
(i) The encoded data elements (except issuing agency code) of the unique item identifier are
marked on the item using one of the following three types of data qualifiers, as determined by the
contractor:
(A) Data Identifiers (DIs) (Format 06) in accordance with ISO/IEC International Standard
15418, Information Technology EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and
ANSI MH 10 Data Identifiers and Maintenance.
(B) Application Identifiers (AIs) (Format 05), in accordance with ISO/IEC International
Standard 15418, Information Technology – EAN/UCC Application Identifiers and ANSI MH 10 Data
Identifiers and ANSI MH 10 Data Identifiers and Maintenance.
(C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution “DD”
format for use until solution is approved by ISO/IBC JTC1 SC 31. The “DD” format is described in
Appendix D of the DoD Guide to Uniquely Identifying Items, available at
http://www.acq.osd.mil/dpap/UID/guides.htm; and
(ii) The encoded data elements of the unique item identifier conform to ISO/IEC International
Standard 15434, Information Technology-Syntax for High Capacity Automatic Data Capture Media.
(4) DoD unique item identification and DoD recognized unique identification equivalents.
(i) The Contactor shall —
(A) Determine whether to serialize within the enterprise identifier or serialize within the
part, lot, or batch number; and
(B) Place the data elements of the unique item identifier (enterprise identifier; serial
number; and for serialization within the part, lot, or batch number only, original part, lot, or
batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria
provided in the version of MIL-STD-130, Identification marking of U.S. Military Property, cited in
the contract Schedule.
(ii) The issuing agency code —
(A) Shall not be placed on the item; and
(B) Shall be derived from the data qualifier for the enterprise identifier.
(d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii)
of this clause, in addition to the information provided as part of the Material Inspection and
Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of
delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the
following information:
(1) Concatenated unique item identifier; or DoD recognized unique identification equivalent.
(2) Unique item identifier type.
(3) Issuing agency code (if concatenated unique item identifier is used).
(4) Enterprise identifier (if concatenated unique item identifier is used).
(5) Original part number.
(6) Lot or batch number.
(7) Current part number (if not the same as the original part number).
(8) Current part number effective date.
(9) Serial number.
(10) Government’s unit acquisition cost.
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(e) For embedded DoD serially managed subassemblies, components, and parts that require unique
item identification under paragraph (c)(1)(iii) of this clause, the contractor shall report at the
time of delivery, either as part of, or associated with the Material Inspection and Receiving
Report specified elsewhere in this contract, the following information:
(1) Concatenated unique item identifier or DoD recognized unique identification equivalent of
the parent item delivered under a contract line, subline, or exhibit line item that contains the
embedded subassembly, component, or part.
(2) Concatenated unique item identifier or DoD recognized unique identification equivalent of
the embedded subassembly, component, or part.
(3) Unique item identifier type. **
(4) Issuing agency code (if concatenated unique item identifier is used). **
(5) Enterprise identifier (if DoD concatenated unique item identifier is used). **
(6) Original part number. **
(7) Lot or batch number. **
(8) Current part number (if not the same as the original part number). **
(9) Current part number effective date. **
(10) Serial number. **
(11) Unit of measure.
(12) Description.
** Once per item.
(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this
clause in accordance with the data submission procedures at
http://www.acq.osd.mil/dpap/UID/DataSubmission.html.
(g) Subcontracts. If paragraph (c)(1) of this clause applies, the Contractor shall include
this clause, including this paragraph (g), in all subcontracts issued under this contract.
(End of clause)
CHANGED
|
IA6091 | 252.217-7027 | 01-OCT-1998 | CONTRACT DEFINITIZATION |
(a) A FIRM FIXED PRICE FOR CLINs 0021, 0022 AND COST PLUS FIXED FEE FOR CLINs 0023, 0024 PRICE
contract modification is contemplated. The Contractor agrees to begin promptly negotiating with
the Contracting Officer the terms of a definitive contract modification that will include (1) all
clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the OVER
AND ABOVE (O&A) contract action, (2) all clauses required by law on the date of execution of the
definitive contract action, and (3) any other mutually agreeable clauses, terms and conditions.
The Contractor agrees to submit a FIRM FIXED PRICE FOR CLINs 0021, 0022 WITH COST PLUS FIXED FEE
FOR CLINs 0023, 0024 proposal and cost or pricing data supporting its proposal.
(b) The schedule for definitizing this contract MODIFICATION is as follows:
Submission of Proposal:
|
50 DAYS AFTER AWARD DATE | |
Complete Government Evaluation:
|
120 DAYS AFTER AWARD DATE | |
Beginning of Negotiation:
|
140 DAYS AFTER AWARD DATE | |
Complete Negotiations:
|
150 DAYS AFTER AWARD DATE | |
DEFINITIZATION:
|
180 DAYS AFTER AWARD DATE |
(c) If agreement on a definitive contract action to supersede this O&A contract action is not
reached by the target date in paragraph (b) of this clause, or within any extension of it granted
by the Contracting Officer, the Contracting Officer may, with the approval of the head of the
contracting activity, determine a reasonable price or fee in accordance with Subpart 15.4 and Part
31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the
Contractor shall proceed with completion of the contract, subject only to the Limitation of
Government Liability clause.
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(1) After the Contracting Officer’s determination of price or
fee, the contract shall be governed by —
(i) All clauses required by the FAR on the date of execution of this contract action for
either fixed-price or cost-reimbursement contracts, as determined by the Contracting Officer under
this paragraph (c);
(ii) All clauses required by law as of the date of the Contracting Officer’s
determination;
and
(iii) Any other clauses, terms, and conditions mutually agreed upon.
(2) To the extent consistent with subparagraph (c)(1) of this clause, all clauses, terms, and
conditions included in this contract action shall continue in effect.
(d) THE NOT TO EXCEED CEILING AMOUNT FOR THIS ACTION IS IDENTIFIED BELOW:
| CLIN | CONTRACT TYPE | FUNDED AMOUNT | NTE AMOUNT | ACRN | OMA FUND SOURCE | OPA FUND SOURCE | ||||||
0021AA
|
PFP | $[***] | $[***] | AE | $[***] | |||||||
0022AA
|
PFP | $[***] | $[***] | AE | $[***] | |||||||
0023AA
|
CPFF | $[***] | $[***] | AC | $[***] | |||||||
0023AB
|
CPFF | $[***] | $[***] | AD | $[***] | |||||||
0023AC
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||
0024AA
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||
0024AB
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||
0024AC
|
CPFF | $[***] | $[***] | AF | $[***] | |||||||
| NTE TOTAL | OMA TOTAL | OPA TOTAL | ||||||||||
FUNDED TOTAL
|
$[***] | $[***] | $ [***] | $[***] |
The limitation of the government’s liability for this action is $[***]
which represents 50 percent of the Not-To-Exceed Ceiling Amount of $[***]
and is subject to downward negotiation only. The definitive contract
MODIFICATION resulting from this NOT TO EXCEED contract action will include a negotiated FIRM
FIXED PRICE FOR CLINS 0021 AND 0023 AND A COST PLUS FIXED FEE FOR CLINs 00223 AND 0024 WHICH
in no event is to exceed $[***].
(End of clause)
CHANGED
|
IA6121 | 252.222-7000 | 01-MAR-2000 | RESTRICTIONS ON EMPLOYMENT OF PERSONNEL |
(a) The contractor shall employ, for the purposes of performing that portion of the contract
work in TO BE DETERMINED, individuals who are residents thereof and who, in the case of any craft
or trade, possess or would be able to acquire promptly the necessary skills to perform the
contract.
(b) The contractor shall insert the substance of this clause, including this paragraph (b), in
each subcontract awarded under this contract.
(End of clause)
DELETED
|
IA6130 | 253.225-7027 | 01-APR-2003 | RESTRICTION ON CONTINGENT FEES FOR FOREIGN MILITARY SALES | ||||
CHANGED
|
IE6810 | 52.245-4001 | 01-OCT-1992 | SCHEDULE OF GOVERNMENT FURNISHED EQUIPMENT/MATERIAL/PROPERTY (USA/AMCOM) |
(a) The Government will make the Government-Furnished Equipment/Material/Property
(GFE/GFM/GFP) listed below in paragraph (e) available to the Contractor for performance of the
contract. This GFE/GFM/GFP shall be subject to the Government Property clause(s) located in
Section I of this document.
(b) Each offeror shall specify below the points to which the GFE/GFM/GFP shall be furnished.
If the offeror fails to specify a delivery point below, the delivery point shall be the address
specified by the offeror in Standard Form 33 block 15A of this document. If the Government ships
by rail, the property will be furnished F.O.B. the siding nearest the delivery point. If the
Government ships by truck, U.S. Mail, or commercial package service, the property will be furnished
F.O.B. the delivery point.
Delivery Point: AeroVironment; Semi Valley Plant
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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(c) The Contractor shall accept delivery at the delivery point determined above. Upon
acceptance, the contractor shall bear all costs incidental to any demurrage incurred and shall be
responsible for any transportation of the property to the Contractor’s place of performance.
(d) Transportation charges to the delivery point determined above ( ) SHALL BE (X) SHALL NOT
BE a factor in the evaluation of offers. The origin shipping points shown below in paragraph (e)
are for evaluation purposes only.
(e) Schedule of GFE/GFM/GFP:
| NOMENCLATURE AND | ORIGIN | DIMENSIONS | ||||||
| NATIONAL STOCK | SHIPPING | WEIGHT | L x W x H | |||||
| QUANTITY | NUMBER | POINT | PER UNIT | (In Inches) | ||||
One each per Aircraft
|
P(y): Code GPS Card | n/a | n/a | n/a | ||||
Four each per System
|
Indigo Omega IR Camera | n/a | n/a | n/a |
(End of clause)
AUTO
|
IF7148 | 52.215-19 | 01-OCT-1997 | NOTIFICATION OF OWNERSHIP CHANGES | ||||
AUTO
|
IF7010 | 52.215-21 | 01-OCT-1997 | REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA MODIFICATIONS |
||||
AUTO
|
IF7090 | 52.222-21 | 01-FEB-1999 | PROHIBITION OF SEGREGATED FACILITIES | ||||
DELETED
|
IF7105 | 52.333-3 | 01-JAN-1997 | HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA |
||||
AUTO
|
IF7070 | 52.223-11 | 01-MAY-2001 | OZONE-DEPLETING SUBSTANCES | ||||
AUTO/DEL
|
IF7135 | 52.234-1 | 01-DEC-1994 | INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE PRODUCTION ACT TITLE III |
||||
AUTO
|
IF7145 | 52.244-6 | 01-DEC-2004 | SUBCONTRACTS FOR COMMERCIAL ITEMS | ||||
ADDED
|
IF7150 | 52.245-2 | 01-MAY-2004 | GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEV 99-00012) |
||||
ADDED
|
IF7151 | 52.245-2 | 01-APR-1984 | GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEV 99-00012) ALTERNATIVE 1 (DEV 99-00008) |
||||
ADDED
|
IF7060 | 52.245-5 | 01-JAN-1986 | GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS) (MAY 2004) (DEV 99-00008) |
||||
ADDED
|
IF7156 | 52.245-17 | 01-APR-1984 | SPECIAL TOOLING (DEV 99-00012) | ||||
ADDED
|
IF7157 | 52.245-17 | 01-APR-1984 | SPECIAL TOOLING (APR 1984) (DEV 99-00012)-ALTERNATE I (DEV 99-00012) |
||||
AUTO
|
IF7195 | 52.252-2 | 01-FEB-1998 | CLAUSES INCORPORATE BY REFERENCE | ||||
AUTO
|
IF7200 | 52.252-6 | 01-APR-1984 | AUTHORIZED DEVIATIONS IN CLAUSES | ||||
AUTO/DEL
|
IA7071 | 252.208-7000 | 01-DEC-1991 | INTENT TO FURNISH PRECIOUS METALS AS GOVERNMENT-FURNISHED MATERIALS |
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|
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AUTO
|
IA7073 | 252.211-7005 | 01-FEB-2003 | SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS AND STANDARDS |
||||
ADDED
|
IA7106 | 252.225-7043 | 01-JUN-1998 | ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES |
||||
AUTO
|
IA7230 | 252.247-7023 | 01-MAY-2002 | TRANSPORTATION OF SUPPLIES BY SEA | ||||
ADDED
|
IA7240 | 252.247-7024 | 01-MAR-2000 | NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA |
||||
| SECTION K-REFERENCE, CERTIFICATIONS AND OTHER STATEMENTS OF OFFICERS | ||||||||
ADDED
|
KF0003 | 52.203-11 | 01-APR-1991 | CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS |
||||
AUTO
|
KF0045 | 52.204-5 | 01-MAY-1999 | WOMEN OWNED BUSINESS (OTHER THAN SMALL BUSINESS) |
||||
ADDED
|
KA0030 | 252.209-7001 | 01-SEP-2004 | DISCLOSURE OF OWNERSHIP OR CONTROL BY HE GOVERNMENT OF A TERRORIST COUNTRY |
||||
ADDED
|
KA0015 | 252.225-7003 | 01-JUN-2005 | REPORT OF INTENDED PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA SUBMISSION WITH OFFER |
||||
ADDED
|
KA0016 | 352.225-7031 | 01-JUNE-2005 | SECONDARY ARAB BOYCOTT OF ISRAEL | ||||
CHANGED
|
Ka6010 | 52.219-1 | 01-APR-2002 | SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004)-ALTERNATE I (APR 2002) |
||||
(a) (1) The North American Industry Classification System (NAICS) code for this acquisition is
336411.
(2) The small business size standard is 1,500 employees.
(3) The small business size standard for a concern which submits an offer in its own name,
other than on a construction or service contract, but which proposes to furnish a product which it
did not itself manufacturer, is 500 employees.
(b) Representations. (1) The offeror represents as part of its offer that ( ) is; ( ) is
not a small business concern.
(2) (Complete only if the offeror represented itself as a small business concern in paragraph
(b)(1) of this provision.) The offeror represents, for general statistical purposes, that it ( )
is; ( ) is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.
(3) (Complete only if the offeror represented itself as a small business concern in paragraph
(b)(1) of this provision.) The offeror represents as part of its offer that it ( ) is; ( ) is
not a women-owned small business concern.
(4) (Complete only if the offeror represented itself as a small business concern in paragraph
(b)(1) of this provision.) The offeror represents as part of its offer that it ( ) is; ( ) is
not a veteran-owned small business concern.
(5) (Complete only if the offeror represented itself as a veteran owned small business concern
in paragraph (b)(4) of this provision.) The offeror represents as part of its offer that it ( )
is; ( ) is not a service-disabled veteran-owned small business concern.
(6) (Complete only if the offeror has represented itself as a small business concern in
paragraph (b)(1) of this provision.) The offeror represents, as part of its offer, and
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(i) It is, is not a HUBZone small business concern listed, on the date of
this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the
Small Business Administration, and no material change in ownership and Control, principal officer,
or HUBZone employee percentage has occurred since it was certified by the Small Business
Administration in accordance with 13 CFR part 126, and
(ii) It is, is not a joint venture that complies with the requirements of 13
CFR part 126, and the representation in paragraph (b)(6)(1) of this provision is accurate for the
HUBZone small business concern or concerns that are participating in the joint venture. (The
offeror shall enter the name or names of the HUBZone small business concern or concerns that are
participating in the joint venture: .) Each HUBZone small
business concern participating in the joint venture shall submit a separate signed copy of the
HUBZone representation.
(7) (Complete if offeror has represented itself as disadvantaged in paragraph (6)(2) of this
provision.) (The offeror shall check the category in which its ownership falls):
Black American
Hispanic American
Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians)
Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia,
Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The
Philippines, U.S. Trust Territory of the Pacific Islands (Republic of Palau), Republic of the
Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands,
Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).
Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan,
Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).
Individual/concern, other than one of the preceding.
(c) Definitions. As used in this provision — -
“Service-disabled veteran-owned small business concern.”
(1) Means a small business concern — -
(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in
the case of any publicly owned business, not less than 51 percent of the stock of which is owned by
one or more service-disabled veterans; and
(ii) The management and daily business operations of which are controlled by one or more
service disabled veterans or, in the case of a veteran with permanent and severe disability, the
spouse or permanent caregiver of such veteran.
(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with disability
that is service-connected, as defined in 38 U.S.C. 101(16).
“Small business concern” means a concern, including its affiliates, that is independently
owned and operated, not dominant in the field of operation in which it is bidding on Government
contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size
standard in paragraph (a) of this provision.
“Veteran-owned small business concern means a small business concern.”
(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38
U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the
stock of which is owned by one or more veterans, and
(2) The management and daily business operations of which are controlled by one or more
veterans.
“Women-owned small business concern” means a small business concern — -
(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly
owned business, at least 51 percent of the stock of which is owned by one or more women; and
(2) Whose management and daily business operations are controlled by one or more women.
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(d) Notice. (1) If this solicitation is for supplies and has been set aside, in whole or in
part, for small business concerns, then the clause in this solicitation providing notice of the set
aside contains restrictions on the source of the end items to be furnished.
(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm’s status as a small, HUBZone
small, small disadvantage, or women-owned small business concern in order to obtain a contract to
be awarded under the preference programs established pursuant to sections 8(a), 8(d), 8 or 15 of
the Small Business Act or any other provision of Federal law that specifically references section
8(d) for a definition of program eligibility shall
(i) Be punished by imposition of fine, imprisonment or both:
(ii) Be subject to administrative remedies, including suspension and debarment; and
(iii) Be ineligible for participation in programs conducted under the authority of the Act.
(End of provision)
CHANGED
|
KF6020 | 52.219-10 | 1-MAY-2004 | SMALL BUSINESS PROGRAM REPRESENTATIONS |
(a) (1) The North American Industry Classification System (NAICS) code for this acquisition is 336411.
(2) The small business size standard is 1,500 employees.
(3) The small business size standard for a concern which submits an offer in its own name,
other than on a construction or service contract, but which proposes to furnish a product which it
did not itself manufacturer, is 500 employees.
(b) Representations. (1) The offeror represents as part of its offer that ( ) is; ( ) is
not a small business concern.
(2) (Complete only if the offeror represented itself as a small business concern in paragraph
(b)(1) of this provision.) The offeror represents, for general statistical purposes, that it ( )
is; ( ) is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.
(3) (Complete only if the offeror represented itself as a small business concern in paragraph
(b)(1) of this provision.) The offeror represents as part of its offer that it ( ) is; ( ) is
not a women-owned small business concern.
(4) (Complete only if the offeror represented itself as a small business concern in paragraph
(b)(1) of this provision.) The offeror represents as part of its offer that it ( ) is; ( ) is
not a veteran-owned small business concern.
(5) (Complete only if the offeror represented itself as a veteran-owned small business concern
in paragraph (b)(4) of this provision.) The offeror represents as part of its offer that it ( )
is; ( ) is not a service-disabled veteran-owned small business concern.
(6) (Complete if offeror has represented itself as disadvantaged in paragraph (b)(2) of this
provision.) (The offeror shall check the category in which its ownership falls):
Black American
Hispanic American
Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians)
Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia,
Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The
Philippines, U.S. Trust Territory of the Pacific Islands (Republic of Palau), Republic of the
Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands,
Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).
Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan,
Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).
Individual/concern, other than one of the preceding.
(c) Definitions. As used in this provision — -
“Service-disabled veteran-owned small business concern.” — -
| Page 21 | ||||||||||
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
(1) Means a small business concern — -
(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in
the case of any publicly owned business, not less than 51 percent of the stock of which is owned by
one or more service-disabled veterans; and
(ii) The management and daily business operations of which are controlled by one or more
service disabled veterans or, in the case of a veteran with permanent and severe disability, the
spouse or permanent caregiver of such veteran.
(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with disability
that is service-connected, as defined in 38 U.S.C. 101(16).
“Small business concern” means a concern, including its affiliates, that is independently
owned and operated, not dominant in the field of operation in which it is bidding on Government
contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size
standard in paragraph (a) of this provision.
“Veteran-owned small business concern means a small business concern” — -
(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38
U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the
stock of which is owned by one or more veterans, and
(2) The management and daily business operations of which are controlled by one or more
veterans.
“Women-owned small business concern” means a small business concern — -
(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly
owned business, at least 51 percent of the stock of which is owned by one or more women; and
(2) Whose management and daily business operations are controlled by one or more women.
(d) Notice. (1) if this solicitation is for supplies and has been set aside, in whole or in
part, for small business concerns, then the clause in this solicitation providing notice of the
set-aside contains restrictions on the source of the end items to be furnished.
(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm’s status as a small, HUBZone
small, small disadvantage, or women-owned small business concern in order to obtain a contract to
be awarded under the preference programs established pursuant to sections 8(a), 8(d), 9 or 15 of
the Small Business Act or any other provision of Federal law that specifically references section
8(d) for a definition of program eligibility, shall —
(i) Be punished by imposition of fine, imprisonment, or both;
(ii) Be subject to administrative remedies, including suspension and debarment; and
(iii) Be ineligible for participation in programs conducted under the authority of the Act.
(End of provision)
CHANGED END |
KF6005 |
52-222-18 | 01-FEB-2001 | CERTIFICATION REGARDING KNOWLEDGE OF CHILD LABOR FOR LISTED PRODUCTS |
(a) Definition. Forced or indentured child labor means all work of service — -
(1) Exacted from any person under the age of 18 under the menace of any penalty for its
nonperformance and for which the worker does not offer himself voluntarily; or
(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of
which can be accomplished by process or penalties
(b) Listed end products. The following end product(s) being acquired under this solicitations
is (are) included in the List of Products Requiring Contractor Certification as to Forced or
Indentured Child Labor, identified by their country of origin. There is a reasonable basis to
believe that listed end products from the listed countries of origin may have been mined, produced,
or manufactured by forced or indentured child labor.
Listed End Products Listed of Countries of Origin
| Page 22 | ||||||||||
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PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
(c) Certification. The government will not make award to an offer unless the offeror, by
checking the appropriate block, certificates to either paragraph (c)(1) or paragraph (c)(2) of this
provisions.
( ) (1) The offeror will not supply any end product listed in paragraph (b) of this provision
that was mined, produced, or manufactured in a corresponding country as listed for that end
product.
( ) (2) The offeror may supply any end product listed in paragraph (b) of this provision that
was mined, produced, or manufactured in a corresponding country as listed for that end product.
The offeror certifies that it has made a good faith effort to determine whether forced or
indentured child labor was used to mine, produce, or manufacturer such end product. On the basis
of those efforts, the offeror certifies that it is not aware of any such use of child labor.
(End of provision)
ADDED
|
KF7003 | 52.203-2 | 01-APR-1985 | CERTIFICATE OF INDEPENDENT PRICE DETERMINATION |
||||
ADDED
|
KF7030 | 52.204-8 | 01-JAN-2005 | ANNUAL REPRESENTATIONS AND CERTIFICATIONS | ||||
ADDED
|
KF7014 | 52.307-4 | 01-AUG-1987 | ECONOMIC PURCHASE QUANTITY — SUPPLIES | ||||
ADDED
|
KF7025 | 52.209-2 | 01-DEC-2001 | CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS |
||||
ADDED
|
KF7020 | 52.215-6 | 01-OCT-1997 | PLACE OF PERFORMANCE | ||||
ADDED
|
KF7160 | 52.222-32 | 01-FEB-1999 | PREVIOUS CONTRACTS AND COMPLIANCE REPORTS | ||||
ADDED
|
KF7170 | 52.222-25 | 01-APR-1984 | AFFIRMATIVE ACTION COMPLIANCE | ||||
ADDED
|
KF7195 | 52.227-5 | 01-APR-1984 | ROYALTY INFORMATION | ||||
ADDED
|
KF7201 | 52.230-1 | 01-JUN-2000 | COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION |
||||
ADDED
|
KF7120 | 252.225-7000 | 01-JUN-2005 | BUY AMERICAN ACT-BALANCE OF PAYMENTS PROGRAM CERTIFICATE |
||||
| SECTION L-INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS | ||||||||
ADDED
|
LF0250 | 52.214-34 | 01-APR-1991 | SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE |
||||
ADDED
|
LF0255 | 52.214-35 | 01-APR-1991 | SUBMISSION OF OFFERS IN U.S. CURRENCY | ||||
ADDED
|
LF0154 | 52.215-16 | 01-JUNE-2003 | FACILITIES CAPITAL COST OF MONEY | ||||
ADDED
|
LF0170 | 52.222-24 | 01-FEB-1999 | PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION |
||||
CHANGED
|
LF8020 | 52.215-5 | 01-OCT-1997 | FACSIMILE PROPOSALS | ||||
For the purpose of this clause the blank is completed as follows: (TBD)
(c)
(END OF PROVISION)
CHANGED
|
LF6060 | 52.216-1 | 01-APR-1984 | TYPE OF CONTRACT |
| Page 23 | ||||||||||
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||||||||||
PIIN/SIIN
|
W58RGZ-04-C-0025 | MOD/AMD | ||||||||
The Government contemplates award of a FIRM FIXED PRICE with COST PLUS FIXED FIXED FEE CLINs
contract resulting from the solicitation.
(END OF PROVISION)
ADDED/TIL
|
LA0040 | 252.211-7001 | 01-DEC-1991 | AVAILABILITY OF SPECIFICATIONS AND STANDARDS NOT LISTED IN DODISS, DATA ITEM DESCRIPTIONS NOT LISTED IN DOD 5010.12-L, AND PLANS DRAWINGS, AND OTHER PERTINENT DOCUMENTS | ||||
ADDED
|
LF7030 | 52.211-2 | 01-DEC-2003 | AVAILABILITY OF SPECIFICATIONS LISTED IN THE DOD INDEX OF SPECS AND STDS (DODISS) AND DESCRIPTIONS LISTED IN THE ACQ MGMT SYSTEMS AND DATA REQUIREMENTS CONTROL LIST, DOD 5010.12L | ||||
ADDED
|
LF7012 | 52.214-31 | 01-DEC-1989 | FACSIMILE BIDS | ||||
ADDED
|
LF7018 | 52.215-20 | 01-OCT-1997 | REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA |
||||
ADDED
|
LF7025 | 52.232-28 | 01-MAR-2000 | INVITATION TO PROPOSE PERFORMANCE-BASED PAYMENTS |
||||
ADDED
|
LF7026 | 52.232-28 | 01-MAR-2000 | INVITATION TO PROPOSE PERFORMANCE-BASED PAYMENT (MAR 2000) ALTERNATE I |
||||
ADDED
|
LF7050 | 52.233-2 | 01-AUG-1996 | SERVICE OF PROTEST | ||||
ADDED
|
LF7200 | 52.252-1 | 01-FEB-1998 | SOLICITATION PROVISIONS INCORPORATED BY REFERENCE |
||||
ADDED
|
LF7080 | 252.217-7026 | 01-NOV-1995 | IDENTIFICATION OF SOURCES OF SUPPLY | ||||
AUTO
|
LS7017 | 52.204-4000 | 01-OCT-2000 | SIGNATURE AUTHORITY (USAAMCOM) | ||||
ADDED
|
LS7090 | 52.215-4716 | 01-MAY-2003 | PARTICIPATION IN THE PARTNERING PROCESS (USAAMCOM) |
||||
| SECTION M-EVALUATION FACTORS FOR AWARD | ||||||||
ADDED
|
MA0010 | 252.325-7032 | 01-APR-2003 | WAIVER OF UNITED KINGDOM LEVIES-EVALUATION OF OFFERS |
||||
ADDED
|
MO7040 | 52.215-4012 | 01-OCT-1992 | EVALUATION OF SHIPPING CHARGES FOR GOVERNMENT FURNISHED EQUIPMENT / MATERIAL / PROPERTY AND/OR GOVERNMENT LOANED PROPERTY (USAAMCOM) |
||||
INDIVIDUAL CONTRACTING ACTION REPORT
Report Control Symbol DD-AT&L(M)1014
A1
|
Type of Report 0 (0) Original; (1) Canceling; or (2) Correcting | |
A2
|
Report Number 001671-4 | |
A3
|
Contracting Office | |
A3A
|
Reporting Agency FIPS 95 Code 2100 | |
A3B
|
Contracting Office Code W58RGZ | |
A4
|
Name of Contracting Office US ARMY AVIATION & MISSILE COMMAND | |
B1
|
Contract Identification Information | |
B1A
|
Contract Number W58RGZ-04-C-0025 | |
B1B
|
Origin of Contract A (A) DoD; (B) NASA; or (C) Other Non-DoD Agency | |
B1C
|
Consolidated or Bundled Contract N (C) Consolidated Contract; (Y) Bundled, not Consolidated Contract; or (N) Neither Consolidated nor Bundled | |
B1D
|
Bundled Contract Exception (A) Mission Critical: (B) OMB Circular A-76; or (C) Other | |
B1E
|
Performance Based Service Contract N (Y) Yes; or (N) No | |
B2
|
Modification, Order, Or Other ID Number | |
B2A
|
Order, or Other ID Number | |
B2B
|
Modification Number | |
B3
|
Action Date (yyyymmdd) 20040102 | |
B4
|
Completion Date (yyyymmdd) 20041231 | |
B5
|
Contractor Identification Information | |
B5A
|
Contractor Identification Number (DUNS) 058024456 | |
B5B
|
Government Agency N (Y) Yes; or (N) No | |
B5D
|
Contractor Name and Division Name | |
| Contractor AEROVIRONMENT INC | ||
Division |
||
B5E
|
Contractor Address | |
| Street or PO Box 825 SOUTH MYRTLE | ||
| City or Town MONROVIA | ||
| State or Country CA Zip Code 91016-3424 | ||
B5F
|
Taxpayer Identification Number 952705790 | |
B5G
|
Parent Taxpayer Identification Number | |
B5H
|
Parent Name | |
1
INDIVIDUAL CONTRACTING ACTION REPORT
Report Control Symbol DD-AT&L(M)1014
B6
|
Principal Place of Performance | |
B6A
|
City or Place Code 48648 | |
B6B
|
State or Country Code 06 | |
B6C
|
City or Place and State or Country Name MONROVIA CA | |
B7
|
Type Obligation 1 (1) Obligation; (2) Deobligation; or (3) No Dollars Obligated or Deobligated | |
B8
|
Obligated or Deobligated Dollars (Enter Whole Dollars Only) $[***] | |
B9
|
Foreign Military Sale N (Y) Yes; or (N) No | |
B10
|
Multiyear Contract N (Y) Yes; or (N) No | |
B11
|
Total Estimated Contract Value (Enter Whole Dollars Only) $[***] | |
B12
|
Principal Product or Service | |
B12A
|
Federal Supply Class or Service Code 1550 | |
B12B
|
DoD Claimant Program Code A4B | |
B12C
|
MDAP, MAIS, or Other Program Code GHL | |
B12D
|
NAICS Code 336411 | |
B12E
|
Name or Description W58RGZ-04-C-0025/RAVEN SYS | |
B 12F
|
EPA-Designated Product(s) E (A) EPA-Designated Product(s) with Minimum Recovered | |
| Material Content; (B) FAR 23.405(c)(I) Justification; (C) FAR 23.405(c)(2) Justification; (D) FAR 23.405(c)(3) Justification; or (E) No EPA-Designated Product(s) Acquired | ||
B 12G
|
Recovered Material Clauses (A) FAR 52.223-4: or (B) FAR 52.223-4 and FAR 52.223-9 | |
BI3
|
Kind of Action | |
B13A
|
Contract or Order 3 (1) Letter Contract; (3) Definitive Contract; (4) Order under an Agreement; (5) Order under Indefinite-Delivery Contract; (6) Order under Federal Schedule; (7) BPA Order under Federal Schedule; (8) Order from Procurement List; or (9) Award under FAR Part 13 | |
B13B
|
Type of Indefinite-Delivery Contract (A) Requirements Contract (FAR 52.216-21); (B) Indefinite-Quantity Contract (FAR 52.216-22): or (C) Definite-Quantity Contract (FAR 52.216-20) | |
B13C
|
Multiple or Single Award Indefinite-Delivery Contract (M) Multiple Award; or (S) Single Award | |
B13D
|
Modification (A) Additional Work (new agreement); (B) Additional Work (other); (C) Funding Action: (D) Change Order; (E) Termination for Default; (F) Termination for Convenience; (G) Cancellation; (H) Exercise of an Option; or (J) Definitization | |
B13E
|
Multiple Award Contract Fair Opportunity (A) Fair Opportunity Process; (B) Urgency; (C) One/Unique Source; (D) Follow-On Contract; or (E) Minimum Guarantee | |
B13F
|
Indefinite-Delivery Contract Use (A) Government-Wide; (B) DoD-Wide; (C) DoD Department or Agency Only; or (D) Contracting Office Only |
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential
treatment has been requested with respect to the omitted portions.
2
Instrument Nbr.: W58RGZ-04-C-0025
Report Nbr: 001671-4
Report Nbr: 001671-4
INDIVIDUAL CONTRACTING ACTION REPORT
Report Control Symbol DD-AT&L(M)1014
B13G
|
Indefinite-Delivery Contract Ordering Period Ending Date (yyyymmdd) | |
B14
|
CICA Applicability B (A) Pre-CICA; (B) CICA Applicable; (C) Simplified Acquisition Procedures Other than FAR Subpart 13.5; or (D) Simplified Acquisition Procedures Pursuant to FAR Subpart 13.5 | |
B15
|
Information Technology Products or Services (A) Commercially Available Off-the-Shelf Item; (B) Other Commercial Item of Supply; (C) Nondevelopmental Item Other than Commercial Item; (D) Other Noncommercial Item of Supply; (E) Commercial Service; or (F) Noncommercial Service. | |
B16
|
Clinger-Cohen Act Planning Compliance (Y) Yes; or (N) No | |
| Do not complete Part C if Line B5B is coded Y. | ||
Cl
|
Synopsis N (A) Synopsis Only; (B) Combined Synopsis/Solicitation; or (N) Not Synopsized | |
C2
|
Reason Not Synopsized (A) Urgency: (B) FAR 5.202(a)(13); (C) SBA/OFPP Pilot Program; or (Z) Other Reason | |
C3
|
Extent Competed D (A) Competed Action; (B) Not Available for Competition; (C) Follow-On to Competed Action; or (D) Not Competed | |
C4
|
Sea Transportation N (Y) Yes — Positive Response to DFARS 252.247-7022 or 252.212- 7000(c)(2); (N) No — Negative Response to DFARS 252.247-7022 or 252.212-7000(c)(2); or (U) Unknown - - No Response or Provision Not Included in Solicitation | |
C5
|
Type of Contract J (A) Fixed-Price Redetermination; (J) Firm-Fixed-Price; (K) Fixed-Price Economic Price Adjustment; (L) Fixed-Price Incentive; (M) Fixed-Price-Award-Fee; (R) Cost-Plus-Award- Fee; (S) Cost Contract; (T) Cost-Sharing; (U) Cost-Plus-Fixed-Fee; (V) Cost-Plus-Incentive-Fee. (Y) Time-and-Materials; or (Z) Labor-Hour | |
C6
|
Number of Offerors Solicited 1 (1) One; or (2) More than One | |
C7
|
Number of Offers Received 001 | |
C8
|
Solicitation Procedures (A) Full and Open Competition-Sealed Bid; (B) Full and Open Competition-Competitive Proposal; (C) Full and Open Competition-Combination; (D) Architect–Engineer; (E) Basic Research; (F) Multiple Award Schedule; (G) Alternative Sources; (K) Set-Aside; or (N) Other | |
| than Full and Open Competition | ||
C9
|
Authority for Other Than Full and Open Competition 2A (1A) Unique Source; (1B) Follow-On Contract; (1C) Unsolicited Research Proposal; (1D) Patent or Data Rights; (1E) Utilities; (1F) Standardization; (1G) Only One Source-Other; (2A) Urgency; (3A) Particular Sources; (4A) International Agreement; (5A) Authorized by Statute; (5B) Authorized Resale; (6A) National Security; or (7A) Public Interest | |
C10
|
Subject to Labor Standards Statutes Z (A) Walsh-Healey Act; (C) Service Contract Act; (D) Davis-Bacon Act; or (Z) Not Applicable | |
C11
|
Cost or Pricing Data N (Y) Yes-Obtained; (N) No-Not Obtained; or (W) Not Obtained-Waived | |
C12
|
Contract Financing Z (A) FAR 52.232-16; (C) Percentage of Completion Progress Payments; (D) Unusual Progress Payments or Advance Payments; (E) Commercial Financing; (F) Performance-Based Financing; or (Z) Not Applicable | |
C 13
|
Foreign Trade Data | |
C13A
|
Place of Manufacture (A) U.S.; or (B) Foreign | |
C13B
|
Country of Origin Code | |
C14
|
Commercial Item N (Y) Yes-FAR 52.212-4 Included; or (N) No-FAR 52.212-4 Not Included | |
3
Instrument Nbr.: W58RGZ-04-C-0025
Report Nbr: 001671-4
Report Nbr: 001671-4
INDIVIDUAL CONTRACTING ACTION REPORT
Report Control Symbol DD-AT&L(M)1014
| Do not complete Part D if Line B5B is coded Y or if Line B13A is coded 6. | ||
D1
|
Type of Contractor | |
D1A
|
Type of Entity (A) Small Disadvantaged Business (SDB) Performing in U.S.; (B) Other Small Business (SB) Performing in US.; (C) Large Business Performing in U.S.; (D) JWOD Participating Nonprofit Agency; (F) Hospital; (L) Foreign Concern or Entity; (M) Domestic Firm Performing Outside U.S.; (T) Historically Black College or University (HBCU); (U) Minority Institution (MI); (V) Other Educational or (Z) Other Nonprofit | |
D1B
|
Women-Owned Business N (Y) Yes; (N) No; or (U) Uncertified | |
D1C
|
HUBZone Representation N (Y) Yes; or (N) No | |
D1D
|
Ethnic Croup (A) Asian-Indian American; (B) Asian-Pacific American; (C) Black American; (D) Hispanic American; (E) Native American; (F) Other SDB Certified or Determined by SBA; or (Z) No Representation | |
D1E
|
Veteran-Owned Small Business (A) Service-Disabled Veteran; or (B) Other Veteran | |
D2
|
Reason Not Awarded to SDB A (A) No Known SDB Source; (B) SDB Not Solicited; (C) SDB Solicited and No Offer Received; (D) SDB Solicited and Offer Was Not Low; or (Z) Other Reason | |
D3
|
Reason Not Awarded to SB (A) No Known SB Source; (B) SB Not Solicited; (C) SB Solicited and No Offer Received; (D) SB Solicited and Offer Was Not Low; or (Z) Other Reason | |
D4
|
Set-Aside or Preference Program | |
D4A
|
Type of Set-Aside A (A) None; (B) Total SB Set-Aside; (C) Partial SB Set-Aside; (D) Section 8(a) Set-Aside or Sole Source; (E) Total SDB Set-Aside; (F) HBCU or MI-Total Set-Aside; (G) HBCU or MI-Partial Set-Aside; (H) Very Small Business Set-Aside; (J) Emerging Small Business Set-Aside; (K) HUBZone Set-Aside or Sole Source; (L) Combination HUBZone and 8(a); (M) Service Disabled Veteran Owned SB Set-Aside; (N) Service Disabled Veteran Owned SB Sole Source | |
D4B
|
Type of Preference A (A) None; (B) SDB Price Evaluation Adjustment-Unrestricted; (C) SBD Preferential Consideration-Partial SB Set-Aside; (D) HUBZone Price Evaluation Preference; or (E) Combination HUBZone Price Evaluation Preference and SDB Price Evaluation Adjustment | |
D4C
|
Premium Percent | |
D7
|
Small Business Innovation Research (SBIR) Program A (A) Not a SBIR Program Phase I, II, or III; (B) SBIR Program Phase 1 Action; (C) SBIR Program Phase II Action; or (D) SBIR Program Phase III Action | |
D8
|
Subcontracting Plan-SB, SDB, HBCU, or MI B (A) Plan Not Included-No Subcontracting Possibilities; (B) Plan Not Required; (C) Plan Required-Incentive Not Included; or (D) Plan Required- Incentive Included | |
D9
|
Small Business Competitiveness Demonstration Program N (Y) Yes; or (N) No | |
D10
|
Size of Small Business | |
| Employees (A)50 or fewer | Annual Gross Revenues | |
(B) 51- 100
|
(M) $1 million or less | |
(C) 101-250
|
(N) Over $1 million — $2 million | |
(D) 251 -500
|
(P) Over $2 million — $3.5 million | |
(E) 501 — 750
|
(R) Over $3.5 million — $5 million | |
(F) 751 — 1000
|
(S) Over $5 million — $10 million | |
(G) Over 1000
|
(T) Over $10 million — $17 million | |
| (U) Over 517 million. |
D11
|
Emerging Small Business (Y) Yes; or (N) No |
4
Instrument Nbr.: W58RGZ-04-C-0025
Report Nbr: 001671-4
Report Nbr: 001671-4
INDIVIDUAL CONTRACTING ACTION REPORT
Report Control Symbol DD-AT&L(M)1014
E1
|
Contingency, Humanitarian, or Peacekeeping Operation (Y) Yes; or leave Blank | |
E2
|
Cost Accounting Standards Clause Y (Y) Yes; or Leave Blank | |
E3
|
Requesting Agency Cade (FIPS 95-2) | |
E4
|
Requesting Activity Code | |
E5
|
Number of Actions 1 | |
E6
|
Payment by GPC | |
F1
|
Name of Contracting Officer or Representative RELOCATED TO | |
F2
|
Signature | |
F3
|
Telephone Number (256) 313-4084 | |
F4
|
Date (yyyymmdd) |
5
EXHIBIT 10.20
STANDARD CONSULTING AGREEMENT
THIS AGREEMENT is executed and made effective as of February 1, 2004, between AeroVironment, Inc.
and subsidiaries, a California corporation, with offices at 825 South Myrtle, Monrovia, California
91016 (hereinafter referred to as “AV”) and General Charles R. Holland, USAF, Retired, with
offices at 107 Bayside Drive, Niceville, FL 32578, Phone 850-255-7689, Fax 850-897-7860, (hereinafter referred to as “Consultant”).
WHEREAS, Consultant is engaged in providing engineering consulting services and investigating and
solving, to the best of consultant’s ability, specific problems presented; and
WHEREAS, AV desires to have the services of Consultant made available to it on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, receipt
of which is hereby acknowledged by each party, the parties hereto agree as follows:
1. Consulting Services. During the period of this agreement, Consultant agrees to perform
services in a consulting capacity on a general basis and on the particular individual projects
assigned and accepted in accordance with the provisions hereof. Consultant agrees to provide such
services on a basis of hours to be determined by task .
2. Term. These services will be performed between February 1, 2004 and January 31, 2005.
This agreement may be extended for additional periods by mutual written agreement between the
parties.
3. Task Orders. AV shall submit any task, or alteration of any task, upon which it desires
the services of Consultant in the form of a written task order ( which may be in the form of a
purchase order or letter ) in sufficient detail to define the nature and extent of the work to be
performed by Consultant. Attachment A shall be that form.
4. Specified Cost. AV shall pay Consultant an amount not to exceed $150,000 at a rate of
$3,000 per day during the term of this Agreement. Until otherwise agreed, it is anticipated that
Consultant will devote 3 days per month to AV consulting. AV will pay Consultant a retainer of
$9,000/month in anticipation of this rate of service. AV shall have the right to specify, in the
task order, that the additional cost to AV, if any, of a requested task shall not exceed a stated
amount. When so specified in the task order, Consultant shall not perform services
exceeding the amount specified for the task. If it becomes apparent during the performance of the
task that the cost for completion of the task will exceed the amount limited in the tasks order,
Consultant shall advise AV as far in advance as possible so that consideration may be given to an
increase in the amount limited for said task. AV may then at its discretion do any of the
following:
(i) authorize the increase in amount limited to allow completion of the task, subject to
Consultant’s right to decline;
(ii) request continuation of the task up to the original amount limited, at which time Consultant
shall submit to AV any work or materials resulting from the unfinished task;
(iii) request immediate termination of the task, and cause Consultant to submit to AV any work or
materials resulting from the unfinished task;
5. Right to Decline. Consultant shall have the right to decline the acceptance of any task
requested by AV in the event that such task may come into conflict with other activity of
Consultant or for any other good and sufficient reason. In case, Consultant shall give AV notice
in writing that it declines to accept any task within five working days of receipt of said request.
6. Progress Reports. Consultant shall submit progress reports to AV, if requested, at
reasonable
intervals, not more frequently than monthly, and in such manner as shall be more specifically
provided for and defined in each task order request by AV.
1
7. Invoices and Payment. Consultant shall submit separate cost invoices monthly for each
task order and such invoices shall include a breakdown of the additional charges and expenses, if
any, incurred during the month. Invoices shall be due and payable within fifteen days after
receipt by AV. Unless otherwise agreed at the time individual task orders are accepted, all
payment shall be made in United States dollars.
8. Confidential Information. It is recognized that in performing services covered by this
Agreement Consultant’s officers, technical and other personnel, including Consultant’s
subcontractors, may acquire from AV or its clients confidential information and, more particularly
but not necessarily limited to, confidential information regarding the products, processes,
operations, and present and contemplated activities of AV or its clients. Consultant,
therefore, agrees to hold in confidence, for a minimum period of 7 calendar years, any and all
such information disclosed to it by AV, including technical information included in or on tracings,
drawings, field notes, calculations, specifications, legal, economic, business and engineering data
except the following.
(i) information which at the time of disclosure by AV or its clients to Consultant is in the
public domain;
(ii) information which, after its disclosure by AV or its clients to Consultant indirectly ,
becomes part of the public domain by publication or otherwise through no fault of Consultant, but
in such case only after it is published or otherwise becomes part of the public domain;
(iii) information which Consultant can show was in Consultant’s possession at the time of AV
or its client’s disclosure to Consultant and which was not acquired, directly or, from AV or its
clients; and
(iv) information which was received by Consultant before or after the time of disclosure from
a third party who did not require Consultant to hold such information in confidence and who, to the
best of Consultant’s knowledge and belief, did not acquire it directly or indirectly from AV or its
clients under an obligation to confidence.
Consultant agrees that it will not utilize confidential information covered by this nondisclosure
provision in development or expansion of Consultant’s technology, but Consultant shall be and
remain free to exploit its own independent developments free of any obligation whatsoever to AV or
its clients except as specifically set forth herein. Notwithstanding the provisions of Clause 2
hereof, the terms of this Confidentiality Agreement shall extend for a period of seven years from
the date this Agreement is completed or canceled.
9. Proprietary Rights. All materials prepared or developed by Consultant in the
performance and completion of task orders hereunder, including documents, calculations, maps,
sketches, notes, reports, data, models and samples, and any and all inventions and copyrightable
material contained therein, shall be and become the sole and exclusive property of AV, without
limitation, when made or prepared, whether or not delivered to AV or subject to Consultant’s right
of use thereof to perform the tasks under this Agreement. Such materials, together with any
materials furnished by AV to Consultant hereunder, shall be delivered to AV upon request, and in
any event upon completion or cancellation of this Agreement. Consultant agrees to execute all
documents and to take all steps requested by AV, at AV’s expense, which AV deems necessary or
desirable to complete and perfect AV’s ownership and property rights in said inventions and
copyrightable material. The parties hereby agree that materials that are considered copyrights of
the creator or under this agreement considered by the parties to be “works for hire” and the
copyright thereto resides in AV.
Consultant shall contribute the use of the intellectual property identified in Attachment B of this
Agreement to the project for the period of the involvement of Consultant in the project. No right
title or interest in the material described in Attachment B shall pass to AV or any other party by
this contribution of use.
10. Termination. By ten days prior written notice to the other, either AV or Consultant
may terminate this Agreement at any time. In the event of such termination, Consultant shall be
entitled to payment, under
2
the provisions of this agreement, for all charges and expenses earned or
incurred with respect to all task orders in effect up to the time of the termination. Termination
for failure of the other party to perform shall not prejudice said party in any respect.
11. Assignment. Neither party may assign this Agreement or any part thereof without the
prior consent in writing of the other party, except that it may be assigned without such consent to
the successor of either party, or to a person, firm, or corporation acquiring all or substantially
all of the business and assets of such party. No assignment of this Agreement shall relieve the
assignor until this Agreement shall have been assumed by the assignee. When duly assigned in
accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the assignee.
12. Subcontract. Consultant may not subcontract any portion of any task order hereunder
without the prior written consent of AV.
13. Warranty. Consultant warrants that it shall perform such task orders as shall be
submitted and accepted the hereunder in accordance with recognized professional standards.
14. Indemnity. Consultant shall such hold harmless and indemnify AV from and against all
losses, damages, demands, claims, suits, and liabilities, including attorney fees and other
expenses of litigation, arising out of or related to services performed by Consultant, Consultant’s
agents, or employees, or subcontractors.
15. Independent Contractor. Nothing in this Agreement shall be deemed to constitute
Consultant or any of Consultant’s employees or agents to be the agent, representative or employee
of AV. Consultant shall be an independent contractor and shall have responsibility for and control
over the details and means of performing the Consulting Services and shall be subject to the
directions of AV only with respect to the scope and general results required. Consultant shall,
prior to the start of work under this agreement, provide AV with a full first, middle and
last name, a social security number and a current address for use in meeting legal requirements for
reporting all consulting agreements to the state of California and the Internal Revenue Service.
16. Integration. This Agreement contains the entire understanding between the parties, and
there are no understandings or representations not set forth or incorporated by reference herein.
No subsequent modifications of this Agreement shall be of any force or effect unless in writing and
signed by both parties hereto.
17. Facsimile Each Party shall be authorized to rely upon the signatures of all of the
Parties on this Agreement which are delivered by facsimile thereby constituting a duly authorized,
irrevocable, actual, current delivery of this Agreement with original ink signatures of each person
and entity.
18. Counterparts – This Agreement may be executed in multiple counterparts, each of which
will be deemed an original and all of which together will constitute a single agreement.
19. Preparation of This Agreement – The terms and provisions of this Agreement were
arrived at after arm’s length negotiations, and therefore, for the purposes of interpreting this
Agreement, each Party shall be deemed to have participated and cooperated equally in the drafting
and preparation of this Agreement. This Agreement shall not be interpreted against any Party in
favor of any other Party due to its drafting.
20. Compliance with Laws
Consultant warrants that it is familiar with the provisions of the US conflict of interest and
corrupt practices prohibitions and with similar laws and that the Consultant will not do or fail to
do anything which would cause the Consultant or the Company to be in violation of these or any
other laws or prohibitions. The Consultant agrees that the violation of the aforesaid warranty
automatically will give AV the right to
annul this Agreement effective on the date of issuing a written notice of such election to annul.
The warranties and agreements contained in this clause shall survive the termination of this
Agreement.
3
In connection with any efforts of Consultant, it is expressly understood and agreed that nothing of
value will be paid to or received by or for the account of any official or employee of any
government or any state-owned enterprise, or to any bank account, company or entity in which any
such official or employee has an interest, or to any person acting on behalf of any such official
or employee. Consultant may, from time to time at the request of AV, be required to certify that it
has complied with the foregoing.
Company may suspend or terminate all work being performed as a result of Consultant’s efforts as
the result of any actual or apparent violation of the foregoing or for failure by Consultant to
promptly reaffirm, when requested, its compliance with this clause and any applicable laws,
regulations or prohibitions of any kind.
21. Conflict of Interest
Consultant warrants this Agreement does not at time of execution, nor shall it in the future,
conflict with any other agreement existing with Consultant as a party nor any agreement anticipated
to be entered into in the future by Consultant.
Representative agrees to hold harmless AV in regard to any government or private party claim of
such a conflict of interest.
Consultant shall timely and in advance of a conflict arising make any disclosure necessary to AV to
avoid the fact of or any impression that any such conflict exists or may soon exist.
22. Evidence Of Citizenship Or Immigrant Status
AeroVironment may be required to obtain information concerning citizenship or immigrant status of
Consultant, Consultant’s personnel or Consultant’s subcontractor personnel entering the premises of
AeroVironment. Seller agrees to furnish this information before commencement of work and at any
time thereafter when it is requested before substituting or adding new personnel to work on
AeroVironment’s premises. Information submitted by Consultant shall be certified by an authorized
representative of Consultant as being true and correct.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above
written.
| AEROVIRONMENT INC. | CONSULTANT | |
By: /s/ Timothy E. Conver
|
By: /s/ Charles R. Holland | |
Name: Timothy
E. Conver
|
Name: Charles R. Holland | |
Title: President
and CEO
|
Title: | |
Date: 2/1/04
|
Date: 2/1/04 | |
4
STANDARD CONSULTING AGREEMENT
Consultant : General Charles A. Holland
ATTACHMENT A
TASK ORDER #
|
Project No. | ||||
A. Effort:
B. Task Manager: Tim Conver
C. Target Performance Period:
February 1, 2004 – January 31, 2005
D. Rates:
| Authorized Days | Rate | Total Labor Cost | ||||
| 3 Days/Week | $3,000/Day | NTE $150,000 during term of agreement |
E. Expenses:
Maximum authorized expenses — As required and approved if significant.
Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV
standard travel procedures except business class travel is authorized; receipts shall
accompany invoices of $75 or more.
Reference shall be made to Project No. _________ shown above on all invoicing.
No labor or expense costs above those amounts shown here are to be incurred without the
prior written approval of the AV task manager.
5
ATTACHMENT B
INTELLECTUAL PROPERTY
DECLARATION BY CONSULTANT
Consultant hereby contributes the intellectual property described below to the project that is the
subject of this agreement. Such contribution of use is limited to the restrictions of Section 9 of
this Agreement.
6
Addendum to Consulting Agreement
This Addendum to the Consulting Agreement dated February 1, 2004 is to increase the number of days
of service from 3 to 5 per month at a rate of $3,000 per day effective July 2004. The monthly
retainer will increase from $9,000/month to $15,000/month in anticipation of this rate of service.
All other terms of the February 1, 2004 Agreement remain the same.
| AEROVIRONMENT INC. | CONSULTANT | |||
By: /s/ Timothy E. Conver |
By: /s/ Charles R. Holland | |||
Name: Timothy E. Conver |
Name: Charles R. Holland | |||
Title: President & CEO |
Title: | |||
Date: August 9, 2004 |
Date: 9 Aug. 2004 | |||
7
EXHIBIT 10.21
STANDARD CONSULTING AGREEMENT
THIS AGREEMENT is executed and made effective as of November 1, 2005, between AeroVironment, Inc.
and subsidiaries, a California corporation, with offices at 825 South Myrtle, Monrovia, California
91016 (hereinafter referred to as “AV”) and General Charles R. Holland, USAF, Retired, with offices
at 107 Bayside Drive, Niceville, Florida 32578, Phone 850-225-7689, Fax 850-897-7860, (hereinafter
referred to as “Consultant”).
WHEREAS, Consultant is engaged in providing consulting services and investigating and solving, to
the best of consultant’s ability, specific problems presented; and
WHEREAS, AV desires to have the services of Consultant made available to it on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, receipt
of which is hereby acknowledged by each party, the parties hereto agree as follows:
1. Consulting Services. During the period of this agreement, Consultant agrees to perform
services in a consulting capacity on a general basis and on the particular individual projects
assigned and accepted in accordance with the provisions hereof. Consultant agrees to provide such
services on a basis of hours to be determined by task.
2. Term. These services will be performed between November 1, 2005 and October 31, 2006.
This agreement may be extended for additional periods by mutual written agreement between the
parties.
3. Task Orders. AV shall submit any task, or alteration of any task, upon which it desires
the services of Consultant in the form of a written task order (which may be in the form of a
purchase order or letter) in sufficient detail to define the nature and extent of the work to be
performed by Consultant. Attachment A shall be that form.
4. Specified Cost. AV shall pay Consultant $189,000 at a rate of $3,150 per day for a
maximum of 60 days during the term of this Agreement. Payments shall be made on a monthly basis at
the rate of $15,750 per month in advance. Any additional days required by the Task Manager, beyond
the 5 days per month anticipated by the advance payment, will be invoiced at the daily rate in
arrears with expenses and approved by the Task Manager. AV shall have the right to specify, in the
task order, that the additional cost to AV, if any, of a requested task shall not exceed a stated
amount. When so specified in the task order, Consultant shall not perform services
exceeding the amount specified for the task. If it becomes apparent during the performance of the
task that the cost for completion of the task will exceed the amount limited in the tasks order,
Consultant shall advise AV as far in advance as possible so that consideration may be given to an
increase in the amount limited for said task. AV may then at its discretion do any of the
following:
(i) authorize the increase in amount limited to allow completion of the task, subject to
Consultant’s right to decline;
1
(ii) request continuation of the task up to the original amount limited, at which time Consultant
shall submit to AV any work or materials resulting from the unfinished task;
(iii) request immediate termination of the task, and cause Consultant to submit to AV any work or
materials resulting from the unfinished task;
5. Right to Decline. Consultant shall have the right to decline the acceptance of any task
requested by AV in the event that such task may come into conflict with other activity of
Consultant or for any other good and sufficient reason. In case, Consultant shall give AV notice
in writing that it declines to accept any task within five working days of receipt of said request.
6. Progress Reports. Consultant shall submit progress reports to AV, if requested, at
reasonable intervals, not more frequently than monthly, and in such manner as shall be more
specifically provided for and defined in each task order request by AV.
7. Invoices and Payment. Consultant shall submit separate cost invoices monthly for each
task order and such invoices shall include a breakdown of the additional charges and expenses, if
any, incurred during the month. Invoices shall be due and payable within fifteen days after
receipt by AV. Unless otherwise agreed at the time individual task orders are accepted, all
payment shall be made in United States dollars.
8. Confidential Information. It is recognized that in performing services covered by this
Agreement Consultant’s officers, technical and other personnel, including Consultant’s
subcontractors, may acquire from AV or its clients confidential information and, more particularly
but not necessarily limited to, confidential information regarding the products, processes,
operations, and present and contemplated activities of AV or its clients. Consultant,
therefore, agrees to hold in confidence, for a minimum period of 7 calendar years, any and all
such information disclosed to it by AV, including technical information included in or on tracings,
drawings, field notes, calculations, specifications, legal, economic, business and engineering data
except the following.
(i) information which at the time of disclosure by AV or its clients to Consultant is in the
public domain;
(ii) information which, after its disclosure by AV or its clients to Consultant indirectly,
becomes part of the public domain by publication or otherwise through no fault of Consultant, but
in such case only after it is published or otherwise becomes part of the public domain;
(iii) information which Consultant can show was in Consultant’s possession at the time of AV
or its client’s disclosure to Consultant and which was not acquired, directly or, from AV or its
clients; and
(iv) information which was received by Consultant before or after the time of disclosure from
a third party who did not require Consultant to hold such information in confidence and who, to the
best of Consultant’s knowledge and belief, did not acquire it directly or indirectly from AV or its
clients under an obligation to confidence.
2
Consultant agrees that it will not utilize confidential information covered by this nondisclosure
provision in development or expansion of Consultant’s technology, but Consultant shall be and
remain free to exploit its own independent developments free of any obligation whatsoever to AV or
its clients except as specifically set forth herein. Notwithstanding the provisions of Clause 2
hereof, the terms of this Confidentiality Agreement shall extend for a period of seven years from
the date this Agreement is completed or canceled.
9. Proprietary Rights. All materials prepared or developed by Consultant in the
performance and completion of task orders hereunder, including documents, calculations, maps,
sketches, notes, reports, data, models and samples, and any and all inventions and copyrightable
material contained therein, shall be and become the sole and exclusive property of AV, without
limitation, when made or prepared, whether or not delivered to AV or subject to Consultant’s right
of use thereof to perform the tasks under this Agreement. Such materials, together with any
materials furnished by AV to Consultant hereunder, shall be delivered to AV upon request, and in
any event upon completion or cancellation of this Agreement. Consultant agrees to execute all
documents and to take all steps requested by AV, at AV’s expense, which AV deems necessary or
desirable to complete and perfect AV’s ownership and property rights in said inventions and
copyrightable material. The parties hereby agree that materials that are considered copyrights of
the creator or under this agreement considered by the parties to be “ works for hire “ and the
copyright thereto resides in AV.
Consultant shall contribute the use of the intellectual property identified in Attachment B of this
Agreement to the project for the period of the involvement of Consultant in the project. No right
title or interest in the material described in Attachment B shall pass to AV or any other party by
this contribution of use.
10. Termination. By ten days prior written notice to the other, either AV or Consultant
may terminate this Agreement at any time. In the event of such termination, Consultant shall be
entitled to payment, under the provisions of this agreement, for all charges and expenses earned or
incurred with respect to all task orders in effect up to the time of the termination. Termination
for failure of the other party to perform shall not prejudice said party in any respect.
11. Assignment. Neither party may assign this Agreement or any part thereof without the
prior consent in writing of the other party, except that it may be assigned without such consent to
the successor of either party, or to a person, firm, or corporation acquiring all or substantially
all of the business and assets of such party. No assignment of this Agreement shall relieve the
assignor until this Agreement shall have been assumed by the assignee. When duly assigned in
accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the assignee.
12. Subcontract. Consultant may not subcontract any portion of any task order hereunder
without the prior written consent of AV.
13. Warranty. Consultant warrants that it shall perform such task orders as shall be
submitted and accepted the hereunder in accordance with recognized professional standards.
3
14. Indemnity. Consultant shall such hold harmless and indemnify AV from and against all
losses, damages, demands, claims, suits, and liabilities, including attorney fees and other
expenses of litigation, arising out of or related to services performed by Consultant, Consultant’s
agents, or employees, or subcontractors.
15. Independent Contractor. Nothing in this Agreement shall be deemed to constitute
Consultant or any of Consultant’s employees or agents to be the agent, representative or employee
of AV. Consultant shall be an independent contractor and shall have responsibility for and control
over the details and means of performing the Consulting Services and shall be subject to the
directions of AV only with respect to the scope and general results required. Consultant shall,
prior to the start of work under this agreement, provide AV with a full first, middle and
last name, a social security number and a current address for use in meeting legal requirements for
reporting all consulting agreements to the state of California and the Internal Revenue Service.
16. Integration. This Agreement contains the entire understanding between the parties, and
there are no understandings or representations not set forth or incorporated by reference herein.
No subsequent modifications of this Agreement shall be of any force or effect unless in writing and
signed by both parties hereto.
17. Facsimile. Each Party shall be authorized to rely upon the signatures of all of the
Parties on this Agreement which are delivered by facsimile thereby constituting a duly authorized,
irrevocable, actual, current delivery of this Agreement with original ink signatures of each person
and entity.
18. Counterparts – This Agreement may be executed in multiple counterparts, each of which
will be deemed an original and all of which together will constitute a single agreement.
19. Preparation of This Agreement – The terms and provisions of this Agreement were arrived
at after arm’s length negotiations, and therefore, for the purposes of interpreting this Agreement,
each Party shall be deemed to have participated and cooperated equally in the drafting and
preparation of this Agreement. This Agreement shall not be interpreted against any Party in favor
of any other Party due to its drafting.
20. Compliance with Laws – Consultant warrants that it is familiar with the provisions of
the US conflict of interest and corrupt practices prohibitions and with similar laws and that the
Consultant will not do or fail to do anything which would cause the Consultant or the Company to be
in violation of these or any other laws or prohibitions. The Consultant agrees that the violation
of the aforesaid warranty automatically will give AV the right to annul this Agreement effective on
the date of issuing a written notice of such election to annul. The warranties and agreements
contained in this clause shall survive the termination of this Agreement.
In connection with any efforts of Consultant, it is expressly understood and agreed that nothing of
value will be paid to or received by or for the account of any official or employee of any
government or any state-owned enterprise, or to any bank account, company or entity in which any
such official or employee has an interest, or to any person acting on behalf of any such
4
official or employee. Consultant may, from time to time at the request of AV, be required to
certify that it has complied with the foregoing.
Company may suspend or terminate all work being performed as a result of Consultant’s efforts as
the result of any actual or apparent violation of the foregoing or for failure by Consultant to
promptly reaffirm, when requested, its compliance with this clause and any applicable laws,
regulations or prohibitions of any kind.
21. Conflict of Interest — Consultant warrants this Agreement does not at time of
execution, nor shall it in the future, conflict with any other agreement existing with Consultant
as a party nor any agreement anticipated to be entered into in the future by Consultant.
Representative agrees to hold harmless AV in regard to any government or private party claim of
such a conflict of interest.
Consultant shall timely and in advance of a conflict arising make any disclosure necessary to AV to
avoid the fact of or any impression that any such conflict exists or may soon exist.
22. Evidence Of Citizenship Or Immigrant Status — AeroVironment may be required to obtain
information concerning citizenship or immigrant status of Consultant, Consultant’s personnel or
Consultant’s subcontractor personnel entering the premises of AeroVironment. Seller agrees to
furnish this information before commencement of work and at any time thereafter when it is
requested before substituting or adding new personnel to work on AeroVironment’s premises.
Information submitted by Consultant shall be certified by an authorized representative of
Consultant as being true and correct.
IN WITNESS WHEROF, the parties have executed this Agreement as of the day and year first above
written.
| AEROVIRONMENT INC. | CONSULTANT | |||||||||
By:
|
/s/ Timothy E. Conver | By: | /s/ Charles R. Holland | |||||||
| Name: Timothy E. Conver | Name: Charles R. Holland | |||||||||
| Title: President & CEO | Title: Consultant | |||||||||
| Date: 10/31/05 | Date: 10/31/05 | |||||||||
5
STANDARD CONSULTING AGREEMENT
Consultant : Charles R. Holland
ATTACHMENT A
| Task Order #0001 | Project No. 7435 D01.00 |
| A. | Effort: General marketing support for unmanned air vehicle systems | |
| B. | Task Manager: Tim Conver | |
| C. | Target Performance Period: November 1, 2005 to October 31, 2006 | |
| D. | Rates: |
| Authorized Days | Rate | Total Not To Exceed Cost | ||||||
60 |
$3,150 Day | $ | 189,000 | |||||
Extra days required |
$3,150 Day | As approved | ||||||
| Payments for the five days per month and 60 days in the year shall be made on a monthly basis in advance on the first of each month. | ||
| E. | Expenses: | |
| Authorized expenses – Reasonable and necessary expenses approved by the Task manager. | ||
| Reference shall be made to Project No. shown above on all invoicing. | ||
| No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager. |
6
ATTACHMENT B
INTELLECTUAL PROPERTY
DECLARATION BY CONSULTANT
Consultant hereby contributes the intellectual property described below to the project that is the
subject of this agreement. Such contribution of use is limited to the restrictions of Section 9 of
this Agreement.
7
Exhibit 10.22
PROMISSORY NOTE
$599,357.00
|
June 30, 2004 Los Angeles, California |
For valuable consideration, receipt of which is hereby acknowledged, TIM CONVER (“Maker”),
hereby promises to pay to AEROVIRONMENT, INC., a California corporation (“Payee”), or to order or
assignee, at such location as Payee may from time to time designate, in lawful money of the United
States of America, the principal sum of Five Hundred Ninety Nine Thousand Three Hundred Fifty Seven
Dollars ($599,357.00). This Promissory Note shall bear interest at the rate of Four and One-Quarter
Percent (4.25%) per annum, provided, however, that the interest rate charged hereon shall not
exceed the maximum lawful rate of interest payable on demand.
The entire Principal Amount and all accrued interest shall be due and payable upon demand by
Payee, but in no event later than the first to occur of (i) the fifth anniversary of the date of
this Note or (ii) the day immediately prior to the day on which Payee files a registration
statement with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, or otherwise becomes subject to the reporting obligations under the Securities Exchange
Act of 1934, as amended.
Should this Note, or any portion thereof, fail to be paid in a timely manner, the holder of
this Promissory Note shall be entitled to expense of collection, attorneys’ fees and all other
reasonable expenses of enforcing payment.
This Promissory Note may be prepaid in full or in part at any time without premium or penalty.
THIS NOTE IS A FULL RECOURSE PROMISSORY NOTE. Notwithstanding anything to the contrary
contained in this Note or in the Stock Pledge Agreement executed on even date herewith, Maker
hereby agrees that Payee, in enforcing its rights and remedies hereunder and under the other
documents and instruments executed by Maker in connection herewith, shall have recourse to, and the
right to proceed against, Maker and any of his assets for any obligation, covenant or agreement of
any kind whatsoever, in an amount equal to the unpaid principal amount of this Note and accrued and
unpaid interest thereon.
This Promissory Note shall be governed by and construed in accordance with the laws of the
State of California. This Note shall inure to the benefit of Payee, its successors and assigns and
shall bind the heirs, executors, administrators, successors and assigns of Maker.
This Promissory Note is issued in connection with the purchase of stock of the Payee by the
undersigned pursuant to the provisions of a stock option plan of Payee. This Note is secured by a
pledge of certain stock (other than that which is being purchased and with respect to which this
Promissory Note is a portion of the purchase price) as evidenced by that certain Stock Pledge
Agreement executed on even date herewith.
| Dated: June 30, 2004 | /s/ Tim Conver | |||
| Tim Conver | ||||
Exhibit 10.23
RETIREE MEDICAL PLAN
Eligibility
Limited to Chairman of the Board & Chief Executive Officer and their spouses. Effective on date of
retirement
Medicare
Retiree must sign up for Medicare Parts A & B.
Medicare will be primary payer.
Medicare will be primary payer.
Medicare Supplement Plan
Company will purchase Medicare Supplemental Coverage.
Supplement Plan is Secondary Payer
Supplement Plan is Secondary Payer
Recommend California Blue Cross Classic Plan J
Price for Classic Plan J (Effective 3/1/04)
| Cost | |||
| Age | Member & Spouse | ||
65-69
|
$583/mo. | ||
70-74
|
$648/mo. | ||
75+
|
$758/mo. |
Note: It is Ken Tratner’s opinion that this fully insured benefit is not taxable income for the
retiree.
Executive Supplemental Medical Reimbursement Insurance
Company will purchase Executive Medical Reimbursement Insurance Plan
Executive Plan is Tertiary Payer
Executive Plan is Tertiary Payer
Recommend Exec-u-Care program:
Expenses not paid by Medicare and Medicare Supplement Plans are paid by Executive Plan to a maximum
annual benefit of $100,000 per year and $10,000 per year maximum for any one occurrence.
Pricing for Exec-U-Care:
Minimum
cost: $250 administrative charge
Maximum cost: $27,600 (paid at the rate of 110% of submitted claims to the maximum cost)
EXHIBIT
21.1
AeroVironment and Current Entities
AeroVironment Inc.
AV S.r.l. Italy
AILC, Inc.
SkyTower, Inc.
SkyTower LLC
SkyTower LLC
Regenerative Fuel Cell Systems, LLC
Charger
Bicycles, LLC (50%)*
*inactive, but never officially dissolved
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” and to the use of our report
dated July 22, 2006, in the Registration Statement (Form S-1 No. 333-00000) and related Prospectus
of AeroVironment, Inc. filed with the Securities and Exchange Commission on September 28, 2006.
/s/ ERNST & YOUNG, LLP
Los Angeles, California
September 26, 2006
September 26, 2006
September 28, 2006
VIA EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
100 F Street, NE
Washington, D.C. 20549
| Re: | AeroVironment, Inc. Registration Statement on Form S-1 |
Ladies and Gentlemen:
On behalf of AeroVironment, Inc. (the “Company”), we transmit for filing with the Securities
and Exchange Commission (the “Commission”) the Company’s Registration Statement on Form S-1 (the
“Registration Statement”).
In connection with this Registration Statement, the Company has paid by wire transfer to the
Commission a filing fee in the amount of $12,305.
If you have any questions regarding this filing, please contact Craig M. Garner or the
undersigned at (858) 523-5400.
| Very truly yours, |
||||
| /s/ MICHAEL SULLIVAN | ||||
| Michael Sullivan | ||||
| cc: | Craig M. Garner, Esq., Latham & Watkins LLP Stuart L. Hindle, AeroVironment, Inc. |