AMERICAN DEFENSE SYSTEMS INC Form 10-12B Filed 2007-12-14

Transcription

SECURITIES AND EXCHANGE COMMISSION
FORM 10-12B
Initial general form for registration of a class of securities pursuant to Section 12(b)
Filing Date: 2007-12-14
SEC Accession No. 0001104659-07-089040
(HTML Version on secdatabase.com)
FILER
AMERICAN DEFENSE SYSTEMS INC
CIK:1260996| IRS No.: 000000000
Type: 10-12B | Act: 34 | File No.: 001-33888 | Film No.: 071308271
Mailing Address
230 DUFFY AVENUE
HICKSVILLE NY 11801
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Business Address
230 DUFFY AVENUE
HICKSVILLE NY 11801
516-390-5300
As filed with the Securities and Exchange Commission on December 14, 2007.
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
AMERICAN DEFENSE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
83-0357690
(I.R.S. Employer
Identification No.)
230 Duffy Avenue, Unit C, Hicksville, NY
(Address of principal executive offices)
11801
(Zip Code)
Registrants telephone number: (516) 390-5300
Copies to:
Anthony J. Piscitelli
Chief Executive Officer and President
American Defense Systems, Inc.
230 Duffy Avenue, Unit C
Hicksville, NY 11801
(516) 390-5300
Jeffrey R. Houle, Esq.
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1200
McLean, VA 22102
(703) 749-1300
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
TABLE OF CONTENTS
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Business
Risk Factors
Financial Information
Properties
Security Ownership of Certain Beneficial Owners and Management
Directors and Executive Officers
Executive Compensation
Certain Relationships and Related Transactions, and Director Independence
Legal Proceedings
Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters
Recent Sales of Unregistered Securities
Description of Registrants Securities to be Registered
Indemnification of Directors and Officers
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Financial Statements and Exhibits
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You should rely only on the information contained in this document or to which we have referred you. We have not authorized
anyone to provide you with information that is different. You should assume that the information contained in this document is accurate
as of the date of this Form 10 only.
As used in this Form 10, unless the context otherwise requires the terms we, us, our, ADSI and the Company refer
to American Defense Systems, Inc., a Delaware corporation, and its subsidiaries.
The names American Defense Systems, ADSI, VistaSteel, Guard Shield and We Protect and Serve those who
Defend, Serve and Protect Us. are trademarks of American Defense Systems, Inc. This document also contains trademarks and
service marks of other companies.
FORWARD-LOOKING STATEMENTS
Except for statements of historical fact, certain information described in this document contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as anticipate,
believe, could, estimate, expect, intend, may, should, will, would or similar words. The statements that contain
these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our
future results of operations or of our financial position, or state other forward-looking information. American Defense Systems, Inc.,
believes that it is important to communicate our future expectations to our investors. However, there may be events in the future that we
are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained
in this Form 10 because they involve both known and unknown risks, uncertainties and other factors affecting our operations, market
growth, service, products and licenses. The factors listed below in the section captioned Risk Factors within Item 1A, Description of
Business, as well as other cautionary language in this Form 10, provide examples of risks, uncertainties and events that may cause our
actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forwardlooking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on our business,
results of operations and financial position.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
When our Registration Statement on Form 10 becomes effective, we will file reports, proxy statements, information statements
and other information with the Securities and Exchange Commission. You may read and copy this information, for a copying fee, at the
SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on its public reference rooms. Our Securities and Exchange Commission filings are also available to the public from
commercial document retrieval services, and at the web site maintained by the Securities and Exchange Commission at
http://www.sec.gov.
Our internet address is www.adsi-armor.com. We will make available through a link to the Securities and Exchange
Commissions web site, electronic copies of the materials we file with the Securities and Exchange Commission (including our annual
reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, the Section 16 reports filed by our
executive officers, directors and 10% shareholders and amendments to those reports). To receive paper copies of our Securities and
Exchange Commission materials, please contact us by mail addressed to Gary Sidorsky, Chief Financial Officer, American Defense
Systems, Inc., 230 Duffy Avenue, Unit C, Hicksville, NY 11801, (516) 390-5300.
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Item 1. Business
BUSINESS
General Information
Our business address is 230 Duffy Avenue, Unit C, Hicksville, New York 11801, and our telephone number is 516-390-5300.
Our website is www.adsi-armor.com. The information contained in, or that can be accessed through, our website is not part of this
registration statement.
History
American Defense Systems, Inc. was incorporated in December 2002 and commenced business in January 2003 upon the
acquisition of our now wholly-owned subsidiary, A.J. Piscitelli & Associates, Inc., or AJPA. Anthony Piscitelli, our President and CEO,
founded AJPA, which developed and distributed security-related products, in 1994.
Company Overview
We are a leading provider of customized transparent and opaque armor solutions for tactical and non-tactical transport vehicles
and construction equipment used by the military. We focus primarily on research and development, design and engineering, fabrication
and providing component integration. Our armor solutions are used in retrofit applications for equipment already in service, and we
work with original equipment manufacturers to provide armor solutions for new equipment purchased by the military. As part of our
growth strategy, we are seeking to expand our services in the design, fabrication and installation of transparent and opaque armored
products for the protection of civilian, military and law enforcement personnel and facilities. We are presently exploring teaming
relationships with leading manufacturers of tactical wheeled vehicles and construction and material handling equipment.
Our technical expertise is in the development of lightweight composite ballistic, blast and bullet mitigating materials used to
fortify and enhance capabilities of existing and in-service equipment and structures. We serve primarily the defense market and our
sales are highly concentrated within the United States (U.S.) government. Our customers include various branches of the U.S. military
through the U.S. Department of Defense (DoD) and to a much lesser extent other U.S. government, law enforcement and correctional
agencies as well as private sector customers.
We have experienced significant growth, with revenues of $4.8 million and $25.3 million in 2005 and 2006, respectively, and
revenues of $24.1 million during the first three quarters of 2007. The principal factor contributing to our recent growth has been
increased demand by the U.S. military for lightweight ballistic and blast resistant transparent and opaque armor that protects soldiers,
sailors and marines. Recent and ongoing military conflicts in Iraq and Afghanistan, as well as an increasingly unstable geopolitical
climate and the heightened risk of international conflicts, have resulted in increased orders for these products.
Recent Developments
On November 15, 2007, we acquired the retail outlet of Tactical Applications Group, Inc., or TAG, located near Camp Lejeune
in Jacksonville, North Carolina. The retail outlet carries body armor, tactical nylon products (such as nylon holsters, vests and packs),
weapons, ammunition, weapons parts and accessories, and other tactical gear, and has been in operation since 2004.
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Market Opportunity
The war on terror and conflicts in Iraq and Afghanistan have resulted in increased spending by the U.S. Department of
Defense. A portion of those spending increases have resulted from increased demand for high-quality, lightweight transparent and
opaque armor solutions as a result of the U.S. Militarys need to deal with asymmetric warfare. Increased requirements for physical
security in the U.S. and abroad also have driven demand for these products The U.S. Department of Defense is the worlds largest
purchaser of armored equipment and add-on or up-armor kits added to vehicles. The U.S. militarys transformation initiative to
address asymmetric warfare includes on-going modification of existing equipment and integration of new armor products in future
vehicles. According to the Department of Defense Fiscal 2008 National Defense Budget Estimate, total obligation authority in dollar
terms will remain high for overall national defense spending.
The U.S. government uses civil engineering and material handling equipment (CE/MHE) as part of the infrastructure
rebuilding process in Iraq and Afghanistan. CE/MHE is used to demolish compromised or condemned properties; to level unstable
structures and roadways for the health and safety of the adjacent civilian population and for the preparation of new structure
foundations; to trench the ground for new sewer, water, gas and telecommunication lines; to grade, scrap and roll new roadways; and to
load and unload materials and goods used to support civilian and military operations.
Various branches of the U.S. military, including the U.S. Marine Corps, the U.S. Navy and the U.S. Army, use many different
types of CE/MHE equipment that require armoring packages, including graders, scrapers, rollers, vib-rollers, compacters, cranes, all
terrain cranes, bulldozers, loaders, backhoes, tele-handlers, skid steers, all terrain fork lifts, trams (a loader/forklift combination),
cement mixers, excavators, water trucks, utility trucks, ISO container lifts and convoy trucks. Armor packages are required for this
equipment and many unique forms of military equipment such as high speed, high mobility loaders, backhoes and other militaryspecific CE/MHE equipment. Because of such a wide variety of equipment and their attendant armoring requirements, we believe that
long-term parts support will be necessary.
We have identified several trends which we believe are driving growth in military spending on protecting critical assets, an
objective which our products and solutions address. These trends include:
Growth of the Militarys Programs to Maintain and Upgrade Current Equipment. Combat operations in Afghanistan and Iraq
have placed tremendous demands on military equipment and vehicles. Over the past three years a significant portion of the U.S.
Armys equipment have been deployed to the Middle East where environmental conditions are harsh. Vehicle and equipment usage in
this area of operation significantly exceeds peacetime usage. U.S. Department of Defense maintenance reset programs are designed to
reverse the effects of combat wear-and-tear on equipment by repairing and refurbishing the vehicles in accordance with military
maintenance standards, an area where our products and solutions have application.
Increased Military Spending to Upgrade Armor. The U.S. Army Tank Automotive and Armaments Command (TACOM) and
the U.S. Marine Corps. have significant requirements for upgrading and modernizing equipment with the next generation of armor for
equipment used in base construction and rebuilding areas. Upgrades and modernization of tactical wheeled vehicles fleets will include
armor requirements and an opportunity to provide our products and survivability technologies to manufacturers supplying vehicles to
the military, law enforcement and commercial security market.
Continued Spending to Secure Vulnerable Targets and Critical Infrastructure. In addition to armoring vehicles and equipment
in Iraq and Afghanistan, the U.S. government is also working rapidly to better secure vulnerable targets and critical infrastructure
around the world in response to perceived terrorist threats. The U.S. Department of State is currently upgrading security on embassies
and consulates. Such upgrades often include transparent armor applications and blast resistant curtain walls.
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Our Strengths
As a result of our in-house capability to design, engineer, integrate and support military specific solutions that address missioncritical force protection needs across the DoD, we believe that we are able to produce unique armor solutions and components to
address specific customer requirements. Our products have been tested for ballistic and blast protection at many premier DoD labs
including Aberdeen Proving Grounds and the Naval Air Weapons Station at China Lake, as well as at testing facilities at the University
of Dayton, the Southwest Research Institute, Chesapeake Testing and Oregon Ballistic Labs and in active military combat situations in
Iraq and Afghanistan.
Capabilities in Armor Technologies. We focus on the research, development, design, engineering, fabrication and integration
of transparent and opaque armor solutions and have created proprietary technologies that we believe meet or exceed the performance
characteristics of all known competing products. We believe our solutions are lighter, thinner and offer greater protection than
competing products. We have the ability to offer end-to-end solutions and to assist customers across a projects life cycle from the
definition of project requirements to design, development and testing and long-term maintenance and support. Similarly, we believe we
have made more common parts than any other U.S. armor company, due to our ability to armor many different types of transport
vehicles and construction equipment. For example, we have developed fifteen common size armor windows that are used in more than
twenty-two different AoA construction and material handling equipment. We are actively pursuing integration of our common parts
into Joint Light Tactical Vehicles and Marine Personnel Carriers.
Positioned for Favorable Industry Trends. Asymmetric warfare requires a rapidly mobile force and close proximity
engagement. In order to fight the war on terror more effectively, armed forces must be capable of tracking small groups of enemy
through varying terrain and to quickly assemble, secure and move bases. We believe our solutions directly address these requirements
by armoring vehicles and equipment already in Iraq and Afghanistan. As a result, we believe we are positioned to grow as the DoD
continues to transform its forces, placing greater demands on existing equipment and infrastructure.
Strong Brand Name with Leading Customers. We have become a leading provider of hardening and armor solutions. As a
result of brand recognition and the success of our products in Iraq and Afghanistan, we believe we have developed clearer visibility into
future opportunities and emerging requirements of the DoD, the USSS, the Department of Homeland Security (DHS), the Department of
State (DoS) and Department of Energy. We support U.S. Army Tank Automotive and Armaments Command (TACOM), the U.S.
Marine Corps, the U.S. Navy and high profile commercial customers.
Full Solution Provider. Our core capabilities include research and development, design and engineering, fabrication and
providing component integration, as well as Subject Matter Experts (SMEs) in engineering, ballistics, government contracts, program
management and logistics. Customers rely on us for assistance throughout the stages of a project. For example, the U.S. Marine Corps
awarded us a contract for seven 644E-TRAM forklift/bucket loaders and asked us to design a complete armor cab solution under an
Urgent Needs Requirement (UNS). We successfully completed the design, fabrication, production, inspection and delivery of the 644ETRAM, including designing opaque and transparent crew protection kits, or CPKs, within 40 days.
Scalable Business Model. Our business model is focused on research and development, design and engineering, fabrication,
and providing component integration. We out-source our proprietary designs to vendors that meet our selective standards which then
manufacture components, allowing us to quickly take advantage of economies of scale. By outsourcing the manufacture of components,
we believe that we are able to work on multiple programs of larger scale, including those with aggressive timelines, while maintaining
high quality standards. Our SMEs work closely with manufacturers to ensure that our quality standards are met.
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Experienced Management Team. Our management team is comprised of senior and middle managers that average more than 22
years of military, architectural, construction and engineering experience. We also maintain a staff of SMEs in engineering, ballistics,
government contracts, program management and logistics. We believe through the experience and customer service of our senior
managers and SMEs we have developed long-standing customer relationships and knowledge of our customers mission-critical
requirements.
Recognized Provider. TACOM nominated us as one of the top small business contractors working on federal contracts in 2007,
and we were subsequently awarded the United States Small Business Administrations Prime Contractor of the Year for Region II in
2007. We have also be awarded non-bid or sole source contracts from the U.S. Marine Corps. and the U.S. Navy.
Our Strategy
Our strategy to increase our revenue, grow our company and increase stockholder value involves the following key elements:
Increase Exposure to Military and Non-Military Platforms. We are a leading provider of armor solutions for tactical and nontactical transport military vehicles and construction equipment for TACOM, the U.S. Marine Corps Systems Command and the U.S.
Navy Seabees. We are actively pursuing opportunities to provide additional armor solutions for military platforms and personnel
protection. As part of our growth strategy, we are also seeking to expand our services in the design, fabrication and installation of
transparent and opaque armored products for the protection of civilian, military and law enforcement personnel and facilities.
Capitalize on Increased Homeland Security Requirements. The creation of the DHS has increased the U.S. governments focus
on strengthening domestic infrastructure for homeland security. Through brand recognition, the success of our products in Iraq and
Afghanistan and our service-oriented approach, we believe we are well positioned to provide critical infrastructure solutions and
components required by the DoD, the DHS, and state and local governments.
Form Strategic Partnerships with Original Equipment Manufacturers (OEMs). We have designed and fielded armor solutions
for equipment built by leading material handling and civil engineering equipment manufacturers. We intend to drive future growth by
maintaining existing relationships and building new relationships with OEMs through our service-oriented approach and our recognized
track record.
Focus on an Advanced Research and Development Program to Capitalize on Increased Demand for New Armor Materials. In
the transparent armor market new materials are being introduced along with new composite manufacturing methods to reduce the high
cost of some composite materials, such as glass ceramics, Alon, Spinel and Sapphire when combined with other materials such as
polycarbonate. We intend to utilize our expertise in the research and development of new armor makeup to explore the incorporation of
these new materials in our products and solutions.
Develop Strategic Alliances. We are pursuing and intend to develop strategic alliances with defense contractors and teaming
agreements with leading manufacturers of tactical wheeled vehicles and construction and material handling equipment, positioning us to
participate in a variety of programs and projects.
Expand our Sales and Marketing Efforts. We also plan to continue to invest heavily in sales and marketing by increasing the
number of direct sales personnel in an effort to increase existing market share and to develop additional customer relationships.
Products
We offer a variety of products and solutions incorporating our transparent and opaque armor solutions.
Crew Protection Kits (CPKs). We design, engineer, fabricate prototypes, integrate the production of and deliver CPKs to
customers in crates and pallets or install completed CPKs on vehicles. Installation may occur
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domestically or abroad as specified by a contracts requirements. CPKs provide comprehensive armor protection of operator
compartments through the integration of opaque armor, transparent armor, specialized insulation, ingress/egress windows, combat locks
and other specialized hardware, customized air conditioning units, customized windshield wipers, alternators and, for wheeled vehicles,
improved tires. Our technicians are able to quickly train military personnel to install the kits themselves. Our technicians and military
personnel have successfully installed our up-armor kits at bases in the Iraq, Kuwait and Afghanistan and the United States.
VistaSteel Transparent Armor. VistaSteel transparent armor incorporates the process of bonding polycarbonate and glass under
pressure and heat, producing a tough and resilient laminated glass, providing a defensive barrier to protect against firearms, physical
attack and explosive blasts. The VistaSteel transparent armor product is sold in varying thicknesses depending on the type and level of
defense required by the customer. These products have the properties of superior protection while utilizing thinner laminates. We can
provide VistaSteel in spall or no-spall configurations as well as providing de-frosting and de-icing and films for architectural
applications. Independent tests are conducted at many premier labs including Aberdeen Proving Grounds and the Naval Air Weapons
Station at China Lake, as well as at testing facilities at the University of Dayton, the Southwest Research Institute, Chesapeake Testing
and Oregon Ballistic Labs.
VistaSteel Opaque Armor. VistaSteel opaque armor is utilized in conjunction with VistaSteel transparent armor to form
comprehensive up-armor or add-on armor kits. A vehicle armor kit consists of full perimeter protection including front and rear vehicle
armor, doors with operable and non-operable windows, windshields, rear windows, roof and undercarriage protection. These kits are
engineered and installed on a wide variety of military vehicles, including many variations of the High Mobility Multipurpose Wheeled
Vehicle (HMMWV).
VistaGuard Windows. VistaGuard windows are Forced Entry Blast Resistant (FEBR) windows, window frames and transparent
armor assemblies used to mitigate forced entry, ballistic and terrorist threats in high visibility targets.
Forced Entry Blast Resistant Curtain Wall. A full scale (approximately 6 x 8) FEBR window and frame has been constructed
for potential use in U.S. embassies and other federal facilities around the world. The prototype FEBR window and frame have
successfully completed DoS testing.
Mobile Ballistic Shield. We have responded to interest by police agencies, correctional agencies and other security agencies for
a bullet-resistant, transparent mobile shield for use as a protection device in hostage negotiation and other hostile situations. Mobile
Ballistic Shields have been sold to law enforcement agencies in New York and to the United States Department of Veterans Affairs.
Trans-Barrier System. We have developed a transparent armor shield to mount to the top of existing Jersey Barriers to provide
ballistic and blast protection while maintaining openness and visibility to any location or facility requiring enhanced and expandable
fragmentation protection.
Heated Ballistic Ships Window. Prototype windows have been provided for evaluation for use on an Australian ship. The
windows are ITO (Indium Tin Oxide) coated. The coating heats when an electrical current is applied. The coating is virtually invisible
and can also incorporate RF or EMI filters. We have satisfied the ballistics standards as required by our customer through testing at
Southwest Research Institute.
Proprietary Hardware. Our hinges, rotary and slam latch, combat lock and egress window have been extensively tested by the
DoD for survivability and vulnerability testing through live-fire arena testing and Fragmentation Simulation Projectile, or FSP,
exploitation tests.
T2 Ballistic Range. We are marketing and distributing a live fire interactive training range system throughout North America.
This training range allows the user to use its weapons with live ammunition while being immersed in a real time interactive training
scenario. The user experiences the scenario as if it were occurring in real timesophisticated sensors and computers enable the filmed
scenario to respond to the actions of the user in real time. The integration of a state of the art bullet trap results in a thoroughly safe
enclosed training environment. The T2 Ballistic Range may be customized to provide training to war fighters or law enforcement
personnel.
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Lightweight Police Shield. We are in the process of developing a prototype handheld, lightweight police shield. Our goal is to
reduce the weight of current shields by 10 to 20% and to provide better ballistics and improved ergonomics.
Lightweight Combat Helmet. We currently are exploring the use of advanced armor materials for improving the ballistic
capability of combat helmets. We are working to develop a helmet with improved ballistic resistance.
Operations and Manufacturing
We utilize, on staff, SMEs to develop and research AoA solutions. Our SMEs are experts in engineering, ballistics, government
contracts, program management and logistics. The SMEs work collaboratively with customers in order to determine mission specific
requirements. Through feedback from the SMEs, the appropriate products are customized to fit contract specifications.
We purchase most of the components and materials used in our products from various suppliers. The primary materials used in
the manufacturing of our products are polycarbonate glass and steel. These materials are generally available from a number of different
suppliers. While the bulk of such raw material is purchased from relatively few sources of supply, alternative sources are readily
available.
We have implemented a Quality Assurance Procedure for vendor management in order to obtain the highest quality materials
with minimal lead times. In order for a vendor to be utilized by us they are screened for quality assurance, prior dealings with our
company and our personnel, reputation in the industry, professional affiliations and quality of product. Our Project Managers and/or
engineers will perform a production site inspection of an approved vendor. A copy of the Approved Vendors quality assurance plan
and/or International Organization for Standardization (ISO) certification is retained.
We have also implemented Quality Control Procedures for the identification of non-conforming materials, corrective actions
and preventative actions. Each step of production entails review and inspection by a trained and experienced Area Manager. The Area
Manager coordinates with the Project Manager and, where applicable, ensures that quality assurance procedures and standards are
applied. When required, the Project Manager and/or members of the Engineering Department conduct site visits of Approved Vendor
facilities to review quality assurance and inspect goods during the production of the goods.
We continually improve the effectiveness of the quality management system through use of quality policy, quality objectives,
audit results, analysis of data, and corrective and preventative actions. The effectiveness of the quality management system is reviewed
during periodic management reviews.
Advertising and Marketing
Most business development activities are implemented through strong client relationships maintained by our technical or
professional management staff. We believe that these personnel have the best understanding of clients needs and the effect of local or
client-specific issues, laws and regulations. Our senior and middle managers hold frequent meetings with existing and potential clients,
and federal, state or local agencies, give presentations to civic and professional organizations and give seminars on current technical
topics. Our entire staff continuously networks to broaden our client base in core services. We continue to explore various domestic and
international relationships to increase our sales and market penetration.
Our business development group develops corporate marketing materials, market research, promotional and professional
activities, including appearances at trade shows, direct mailings and public relations. We conduct sales strategy meetings in which we
track the development of new programs and identify and coordinate collective resources to meet our objectives. We continuously
identify new markets that are consistent with our service offerings and develop and implement strategies to research, anticipate, and
position for future procurements.
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We actively participate in shows involving defense operations and technology, military vehicles, law enforcement technology
and military force protection, including the Association of the U.S. Army Annual Conference and Winter Symposium, Marine Expo,
and Tactical Wheeled Vehicle conferences. Additionally, our marketing efforts include our web site, preparation and distribution of
brochures, advertising focused on the military community, and live-fire exhibitions demonstrating our product capabilities. We do not
use independent referral sources to assist in identifying opportunities for our products and services and we do not pay any referral fees.
Research and Development
Our research and development efforts are focused on improving and enhancing our existing products, solutions and processes,
as well as developing new products and applications. Our core competency is in proprietary transparent and opaque armor solutions.
While third party contractors often manufacture our products, it is our proprietary designs, engineering and research and development
process that differentiates us from our competitors. Over the past year, we have been able to increase the fragmentation performance of
the glass used in our CPKs with minor increase in weight while still remaining compatible with our current glass framing system.
Our on-going research and development includes evaluations of ceramic materials including alumina, silicon carbide, Sapphire,
boron carbide and Alon for use in future lightweight CPKs and personal protective equipment. We believe that these materials, among
others, will be used in our continuing efforts to:
·
enhance combat helmets with greater ballistic protection;
·
produce a new, lightweight line of ballistic eye and face protective equipment for use by military and civilian law
enforcement;
·
continue development of our mobile, transparent police shield as well as a lightweight, ballistic hand-carried shield that
provides greater visibility and lower weight than existing shields; and
·
enhance our existing glass laminates to further control deformation and improve fragmentation performance.
Security Clearances
We also maintain and hold the requisite facility and personal security clearances allowing the company to obtain and perform
contracts requiring access to classified information. Cleared employees are typically difficult to identify, recruit and retain and usually
command a significant premium to non-cleared employees with similar capabilities and backgrounds.
Intellectual Property
We rely primarily on trade secrecy to protect our technologies that we believe are proprietary. However, our management
believes that patents are important for technologies where trade secrecy alone is not a reliable source of protection. Accordingly, we
have applied for several U.S. patents relating to armoring technology.
We also own U.S. trademarks and copyrights relating to our products and services. Although we can compete in any of our
product markets regardless of our intellectual property, we believe the protection afforded by our intellectual property provides us with
important technological competitive advantages over our competitors. We believe this has enabled us to increase our market share
through brand recognition with innovations that are difficult for competitors or new entrants to duplicate.
We consider the following technologies proprietary:
Asymmetric Composite Materials are proprietary technologies, the principles of which derived from research and field testing
that is integrated into both our transparent and opaque armor solutions. Asymmetric refers to the use of different materials and
thicknesses, laminated in unique functional configurations which enable the glazing and panels to achieve a total composite
performance superior to that of the individual materials alone.
Anti-Ballistic Egress Window are design innovations that provides secure egress from a damaged vehicle for the occupants.
The window utilizes a double frame arrangement that enables first responders to remove a large window area without the need for tools,
in order to extract an injured operator from the vehicle. Similarly, the operator himself can disengage the window from inside the cab,
without the use of tools, to exit the vehicle in an emergency.
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Our Latch Assembly embodiments are uniquely designed to withstand extreme environmental conditions and to secure armored
door assemblies in combat. Using materials to produce a long service life, the latch has few moving parts and is resistant to
contamination that might result in jamming. We are currently marketing this latch assembly to several OEMs for installation on their
vehicles.
Our Combat Lock embodiments are designed to provide additional security to a vehicle door to prevent forced entry by hostile
forces and to prevent the door from opening when exposed to an explosive blast. The Combat Locks are engaged by the vehicle
operator from the inside but can be quickly released from the outside by rescue personnel using a standard rescue wrench. Typically, the
release is accomplished by removing only three bolts. The Combat Locks are independent from the door latch assemblies and can be
installed in different orientations, right or left, for commonality in 7 different vehicles. We also market the Combat Locks for
installation in OEM vehicles.
Our Wiper Arm embodiment innovations are wiper extensions which enable wiper assemblies to function properly in
conjunction with CPKs on a variety of military and construction vehicles.
We own the following trademarks and copyrights for our innovative designs and products: VistaSteel, VistaGuard, Guard
Shield, American Defense Systems, ADSI and We Protect and Serve those who Defend, Serve and Protect Us.
Customers and Certain Contracts
We serve primarily the U.S. defense market, with a focus on the other Departments within the federal government, thus our
sales are highly concentrated within the U.S. government. Our customers include various branches of the U.S. military through the U.S.
Department of Defense and the U.S. Secretary Service and to a much lesser extent other U.S. government, law enforcement and
corrections agencies as well as multinational companies.
During the year ended December 31, 2006, two contracts with the DoD represented 90% of our revenue, a five year TACOM
Indefinite Delivery/Indefinite Quantity (or IDIQ) contract and a two year TACOM contract, both of which commenced in 2005. During
the nine months ended September 30, 2007, three contracts with the DoD represented 95% of our revenue, a two year U.S. Marine
Corp. contract which commenced in 2007, as well as the two above contracts.
While we believe we have satisfied and continue to satisfy the terms of these contracts, there can be no assurance that we will
continue to receive orders under such contracts. Our government customers generally have the right to cancel any contract, or ongoing
or planned orders under any contract, at any time. If any of these three contracts were canceled or there are significant reductions in
expected orders under any of the contracts, our revenues could decrease significantly and our business could be severely harmed.
Backlog
Our backlog as of September 30, 2007, which consists primarily of contracts with the U.S. government, was $53 million, and
our backlog as of September 30, 2006 was $20 million.
We define backlog as the future revenue we expect to receive from our contracts. We include potential orders expected to be
awarded under IDIQ contracts. Our revenue estimates for a particular contract are based, to a large extent, on the amount of revenue we
have recently recognized on that contract, our experience in utilizing capacity on similar types of contracts, and our professional
judgment. Our revenue estimate for a contract included in backlog can be lower than the revenue that would result from our customers
utilizing all remaining contract capacity.
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We do not currently track our funded backlog. We define funded backlog as amounts actually appropriated by a customer
for payment of goods and services less actual revenue recorded as of the measurement date under that appropriation. Although we are
aware of appropriations made with respect to our U.S. government contracts, our primary government customers in 2006 and 2007 have
the ability to reallocate the funds within such appropriations among various projects and contracts included in a given appropriation.
Accordingly, we have not historically calculated our funded backlog.
Competition
We are subject to significant competition that could impact our ability to gain market share, win business and increase the price
pressure on our products. We face strong competition from a wide variety of firms, including large, multinational defense and aerospace
firms. Many of our competitors have considerably greater financial, marketing and technological resources which may make it difficult
to win new contracts and compete successfully. Certain competitors operate larger facilities and have longer operating histories and
presence in key markets, greater name recognition, larger customer bases and significantly greater financial, sales and marketing,
manufacturing, distribution, technical and other resources. As a result, these competitors may be able to adapt more quickly to new or
emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and
sale of their products. Moreover, we may not have sufficient resources to undertake the continuing research and development necessary
to remain competitive.
Some of our primary direct competitors are the following:
·
BAE Systems/Armor Holdings, a multi-national defense and security company headquartered in London, England, which
provides security products, armored vehicles, vehicle armor systems and security risk management services;
·
Ibis Tek, located in Pennsylvania, which provides laminated glass security products;
·
Sieraccin Corporation, located in California, which provides light weight transparencies for aviation and security applications;
·
Ceradyne, Inc., located in California, which provides ceramics for industrial, automotive and armor applications;
·
Armor Works, located in Arizona, which provides body armor, vehicle armor and aircraft armor systems; and
·
Plasan Sasa, an Israeli company which provides armor protection products for vehicles and aircraft and naval armor systems.
We believe the principal factors that generally determine a companys competitive advantage in the armoring market include the
following:
·
engineering and design capabilities;
·
broad functionality, durability and reliability of products and services;
·
proven testing record of products;
·
investment in research and development;
·
broad understanding of the availability of products in the industry;
·
flexibility and configurability to meet complex customer requirements;
·
commonality of parts, hardware and transparency;
·
ease of integration with existing equipment; and
·
competitive sales and marketing capabilities.
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Regulation
Our operations and products are subject to extensive government regulation, supervision, and licensing under various federal,
state, local and foreign statutes, ordinances and regulations. Certain governmental agencies such as the Environmental Protection
Agency, or EPA, Occupational Safety and Health Administration, or OSHA, and the Department of Labor, or DOL monitor our
compliance with their regulations, require us to file periodic reports, inspect our facilities and products, and may impose substantial
penalties for violations of the regulations.
The majority of our business is conducted under long term contracts which are administered by the DoD. These contracts are
subject to product and facility inspection by the Defense Contract Monitoring Agency, or DCMA, as well as auditing by the Defense
Contract Audit Administration, or DCAA.
While we believe that we maintain all requisite licenses and permits and are in compliance with all applicable federal, state,
local and foreign regulations, there can be no assurance that we will be able to maintain all requisite licenses and permits. The failure to
satisfy those and other regulatory requirements could have a materially adverse effect on our business, financial condition, and results of
operations.
Environmental Matters
We are subject to federal, state, local and foreign laws and regulations regarding protection of the environment, including air,
water, and soil. Our business involves the use, handling, storage, and contracting for recycling or disposal of hazardous or toxic
substances or wastes, including environmentally sensitive materials, such as solvents, lubricants, degreasing agents, gasoline and resin.
We must comply with certain requirements for the use, management, handling, and disposal of these materials. We maintain insurance
for pollutant cleanup and removal. If we are found responsible, however, for any hazardous contamination, any fines or penalties we
may be required to pay or any clean up we are required to perform that is not covered by our insurance could be very costly. Even if we
are charged and later found not responsible for such contamination or clean up the cost of defending the charges could be high. If either
of the foregoing occurs, our business results from operations and financial condition could be materially adversely affected. We do not
believe we have any material environmental liabilities or that compliance with environmental laws, ordinances, and regulations will,
individually or in the aggregate, have a material adverse effect on our business, financial condition, or results of operations.
Insurance Coverage
We maintain insurance coverage against losses, including fire, casualty and theft, for each of our locations in amounts we
believe to be adequate.
Employees
All corporate functions are based in our headquarters. As of December 14, 2007, we had approximately 68 full-time
employees and consultants located in Hicksville. Our employees and consultants are not represented by any collective bargaining
agreement, and we have never experienced a work stoppage. We believe we have good relations with our employees. To continue
expanding our revenues we will require additional staffing and support, particularly in the areas of administrative, engineering, sales and
administration.
Item 1A. Risk Factors
Risks Relating to Our Company
Our business is subject to numerous risks, including the following:
We depend on the U.S. Government for a substantial amount of our sales. If we do not continue to find acceptance of our products
within the U.S. Government, our business may fail.
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We serve primarily the defense market and our sales are highly concentrated within the U.S. government. Customers for our
products include the DoD, including the U.S. Marine Corps and TACOM, and the DHS. Government tax revenues and budgetary
constraints, which fluctuate from time to time, can affect budgetary allocations for these customers. Many government agencies have in
the past experienced budget deficits that have led to decreased spending in defense, law enforcement and other military and security
areas. Our results of operations may be subject to substantial period-to-period fluctuations because of these and other factors affecting
military, law enforcement and other governmental spending.
U.S. defense spending historically has been cyclical. Defense budgets have received their strongest support when perceived
threats to national security raise the level of concern over the countrys safety. As these threats subside, spending on the military tends
to decrease. Accordingly, while DoD funding has grown rapidly over the past few years, there is no assurance that this trend will
continue. Rising budget deficits, the cost of the war on terror and increasing costs for domestic programs continue to put pressure on all
areas of discretionary spending, which could ultimately impact the defense budget. A decrease in U.S. government defense spending or
changes in spending allocation could result in our government contracts being reduced, delayed or terminated. Reductions in our
government contracts, unless offset by other military and commercial opportunities, could adversely affect our ability to sustain and
grow our future sales and earnings within the DoD.
Our revenues in 2006 and 2007 have been concentrated in a small number of contracts obtained through the U.S. Department of
Defense and the loss of, or reduction in estimated revenue under, any of these contracts, or the inability to contract further with the
DoD could significantly reduce our revenues and harm our business.
During the year ended December 31, 2006, two contracts with the DoD represented 90% of our revenue, and during the nine
months ended September 30, 2007, three contracts with the DoD represented 95% of our revenue. While we believe we have satisfied
and continue to satisfy the terms of these contracts, there can be no assurance that we will continue to receive orders under such
contracts. Our government customers generally have the right to cancel any contract, or ongoing or planned orders under any contract,
at any time. If any of these three contracts were canceled, there are significant reductions in expected orders under any of the contracts,
or were unable to contract further with the DoD, our revenues could significantly decrease and our business could be severely harmed.
We are required to comply with complex procurement laws and regulations, and the cost of compliance with these laws and
regulations, and penalties and sanctions for any non-compliance could adversely affect our business.
We are required to comply with laws and regulations relating to the administration and performance of U.S. government contracts,
which affect how we do business with our customers and impose added costs on our business. Among the more significant laws and
regulations affecting our business are the following:
·
The Federal Acquisition Regulations
Along with agency regulations supplemental to the Federal Acquisition Regulations, comprehensively regulate the formation,
administration and performance of federal government contracts
·
The Truth in Negotiations Act
Requires certification and disclosure of all cost and pricing data in connection with contract negotiations
·
The Cost Accounting Standards and Cost Principles
Imposes accounting requirements that govern our right to reimbursement under certain cost-based federal government
contracts
·
Laws, regulations and executive orders restricting the use and dissemination of information classified for national security
purposes and the export of certain products and technical data. We engage in international work falling under the jurisdiction of
U.S. export control laws. Failure to comply with these control regimes can lead to severe penalties, both civil and criminal, and
can include debarment from contracting with the U.S. government.
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Our contracting agency customers periodically review our performance under and compliance with the terms of our federal
government contracts. We also routinely perform internal reviews. As a result of these reviews, we may learn that we are not in
compliance with all of the terms of our contracts. If a government review or investigation uncovers improper or illegal activities, we
may be subject to civil or criminal penalties or administrative sanctions, including
·
Termination of contracts
·
Forfeiture of profits
·
Cost associated with triggering of price reduction clauses
·
Suspension of payments
·
Fines, and
·
Suspension or debarment from doing business with federal government agencies.
If we fail to comply with these laws and regulations, we may also suffer harm to our reputation, which could impair our ability to
win awards of contracts in the future or receive renewals of existing contracts. If we are subject to civil and criminal penalties and
administrative sanctions or suffer harm to our reputation, our current business, future prospects, financial condition, or operating results
could be materially harmed. In addition, we are subject to industrial security regulations of the Department of Defense and other federal
agencies that are designed to safeguard against unauthorized release or access to classified information by foreign nationals.
Government contracts are usually awarded through a competitive bidding process that entails risks not present in the acquisition of
commercial contracts.
A significant portion of our contracts and task orders with the U.S. government is awarded through a competitive bidding
process. We expect that much of the business we seek in the foreseeable future will continue to be awarded through competitive
bidding. Budgetary pressures and changes in the procurement process have caused many government customers to increasingly
purchase goods and services through indefinite delivery/indefinite quantity, or ID/IQ contracts, GSA schedule contracts and other
government-wide acquisition contracts, or GWACs. These contracts, some of which are awarded to multiple contractors, have increased
competition and pricing pressure, requiring us to make sustained post-award efforts to realize revenue under each such contract.
Competitive bidding presents a number of risks, including without limitation:
·
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 we may spend 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 award; and
·
the expense and delay that may arise if our or our partners competitors protest or challenge contract awards made to us or our
partners pursuant to competitive bidding, and the risk that any such protest or challenge could result in the resubmission of bids
on modified specifications, or in the termination, reduction or modification of the awarded contract.
If we are unable to consistently win new contract awards over any extended period, our business and prospects will be adversely
affected, and that could cause our actual results to be adversely affected. In addition, upon the expiration of a contract, if the customer
requires further services of the type provided by the contract, there is frequently a competitive rebidding process. There can be no
assurance that we will win any particular bid, or that we will be able to replace business lost upon expiration or completion of a
contract, and the termination or non-renewal of any of our significant contracts would cause our actual results to be adversely affected.
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The U.S. government may reform its procurement or other practices in a manner adverse to us.
Because we derive a significant portion of our revenues from contracts with the U.S. government or its agencies, we believe
that the success and development of our business will depend on our continued successful participation in federal contracting programs.
The U.S. government may reform its procurement practices or adopt new contracting rules and regulations, including cost-accounting
standards and requiring competitors to submit bids or perform work through teaming arrangements, that could be costly to satisfy or that
could impair our ability to obtain new contracts. It also could adopt new contracting methods to General Services Administration, or
GSA, or other government-wide contracts, or adopt new standards for contract awards intended to achieve certain socio-economic or
other policy objectives, such as establishing new set-aside programs for small or minority-owned businesses. In addition, the U.S.
government may face restrictions from new legislation or regulations, as well as pressure from government employees and their unions,
on the nature and amount of services the U.S. government may obtain from private contractors. These changes could impair our ability
to obtain new contracts. Any new contracting methods could be costly or administratively difficult for us to implement and, as a result,
could harm our operating results.
Our contracts with the U.S. government and its agencies are subject to audits and cost adjustments.
U.S. government agencies, including the Defense Contract Audit Agency, or the DCAA, routinely audit and investigate
government contracts and government contractors incurred costs, administrative processes and systems. Certain of these agencies,
including the DCAA, review our performance on contracts, pricing practices, cost structure and compliance with applicable laws,
regulations and standards. They also review the adequacy of our internal control systems and policies, including our purchase, property,
estimation, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will
not be reimbursed, and any such costs already reimbursed must be refunded. Moreover, if any of the administrative processes and
systems are found not to comply with requirements, we may be subjected to increased government scrutiny and approval that could
delay or otherwise adversely affect our ability to compete for or perform contracts. Therefore, an unfavorable outcome of an audit by
the DCAA or another government agency could cause actual results to be adversely affected and differ materially from those
anticipated. If a government investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and
administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines and suspension or
debarment from doing business with the U.S. government. In addition, we could suffer serious reputational harm if allegations of
impropriety were made against us. Each of these events could cause our actual results to be adversely affected.
A portion of our business therefore depends upon obtaining and maintaining required security clearances, and our failure to do so
could result in termination of certain of our contracts or cause us to be unable to bid or re-bid on certain contracts.
Obtaining and maintaining personal security clearances (or PCLs) for employees involves a lengthy process, and, as noted, it
is difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain or retain
security clearances, or if such employees who hold security clearances terminate their employment with us, the customer whose work
requires cleared employees could terminate the contract or decide not to exercise available options, or otherwise not renew it. To the
extent we are not able to 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 re-bid on expiring contracts, which could adversely affect our business.
A facility security clearance (or FCL) is an administrative determination by the Defense Security Service (DSS), a DoD
component, that a particular contractor facility has the requisite level of security, procedures, and safeguards to handle classified
information. requirements for access to classified information. Our ability to obtain and maintain facility security clearances has a direct
impact on our ability to compete for and perform U.S. government contracts, the performance of which requires access to classified
information. We do not expect potential acquisitions to endanger our existing facility clearances. However, to the extent that any
acquisition or merger contemplated might adversely impact our eligibility for facility security clearances, the U.S. government could
revoke our existing facility security clearances if concerns engendered by the acquisition or merger, such as the involvement of a foreign
entity, cannot be adequately addressed.
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We may not realize the full amount of revenues reflected in our backlog, which could harm our operations and significantly reduce
our future revenues.
There can be no assurances that our backlog estimates will result in actual revenues in any particular fiscal period because our
customers may modify or terminate projects and contracts and may decide not to exercise contract options. We define backlog as the
future revenue we expect to receive from our contracts. We include potential orders expected to be awarded under IDIQ contracts. Our
revenue estimates for a particular contract are based, to a large extent, on the amount of revenue we have recently recognized on that
contract, our experience in utilizing capacity on similar types of contracts, and our professional judgment. Our revenue estimate for a
contract included in backlog can be lower than the revenue that would result from our customers utilizing all remaining contract
capacity. Our backlog includes estimates of revenues the receipt of which require future government appropriation, option exercise by
our clients and/or is subject to contract modification or termination. At September 30, 2007, our backlog was approximately $53
million, of which $15 million, $29 million and $9 million is estimated to be realized during the remainder of 2007, in 2008 and in 2009,
respectively. These estimates are based on our experience under such contracts and similar contracts, and we believe such estimates to
be reasonable. However, we believe that the receipt of revenues reflected in our backlog estimate for the following twelve months will
generally be more certain than our backlog estimate for periods thereafter. If we do not realize a substantial amount of our backlog, our
operations could be harmed and our future revenues could be significantly reduced.
U.S. government contracts often contain provisions that are unfavorable, which could adversely affect our business.
U.S. government contracts contain provisions and are subject to laws and regulations that give the U.S. government rights and
remedies not typically found in commercial contracts, including without limitation, allowing the U.S. government to:
·
terminate existing contracts for convenience, as well as for default;
·
establish limitations on future services that can be offered to prospective customers based on conflict of interest regulations;
·
reduce or modify contracts or subcontracts;
·
cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
·
decline to exercise an option to renew a multi-year contract;
·
claim intellectual property rights in products provided by us; and
·
suspend or bar us from doing business with the federal government or with a governmental agency.
The ownership, control or influence of our company by foreigners could result in the termination, non-renewal or our inability to
obtain certain U.S. government contracts, which would reduce our revenues and harm our business.
We are subject to industrial security regulations of the U.S. Department of Defense and other federal agencies that are designed to
safeguard against unauthorized access by foreigners and others to classified and other sensitive information. If we were to come under
foreign ownership, control or influence, our clearances could be revoked and our U.S. government customers could terminate, or decide
not to renew, our contracts, and such a situation could also impair our ability to obtain new contracts and subcontracts. Any such actions
would reduce our revenues and harm our business.
We depend on our suppliers and if we can not obtain certain components for our products, we might have to develop alternative
designs that could increase our costs.
We depend upon a number of suppliers for components of our products. There is an inherent risk that certain components of
our products will be unavailable for prompt delivery or, in some cases, discontinued. We have only limited control over any third-party
manufacturer as to quality controls, timeliness of production, deliveries and various other factors. Should the availability of certain
components be compromised, it could force us to develop alternative designs using other components, which could add to the cost of
goods sold and compromise delivery commitments. If we are unable to obtain components in a timely manner, at an acceptable cost, or
at all, we may need to select new suppliers, redesign or reconstruct processes we use to build our transparent and opaque
17
armored products. We may not be able to manufacture one or more of our products for a period of time, which could materially
adversely affect our business, results from operations and financial condition.
If we fail to keep pace with the ever-changing market of security-related defense products, our revenues and financial condition will
be negatively affected.
The security-related defense product market is rapidly changing, with evolving industry standards. Our future success will
depend in part upon our ability to introduce new products, designs, technologies and features to meet changing customer requirements
and emerging industry standards; however, there can be no assurance that we will successfully introduce new products or features to our
existing products or develop new products that will achieve market acceptance. Any delay or failure of these products to achieve market
acceptance would adversely affect our business. In addition, there can be no assurance that products or technologies developed by others
will not render our products or technologies non-competitive or obsolete. Should we fail to keep pace with the ever-changing nature of
the security-related defense product market, our revenues and financial condition will be negatively affected.
We may be subject to personal liability claims for our products and if our insurance is not sufficient to cover such claims, our
expenses may increase substantially.
Our products are used in applications where the failure to use our products properly or their malfunction could result in bodily
injury or death. We may be subject to personal liability claims and our insurance may not be adequate to cover such claims. As a result,
a significant lawsuit could adversely affect our business. We may be exposed to liability for personal injury or property damage claims
relating to the use of the products. Any future claim against us for personal injury or property damage could materially adversely affect
the business, financial condition, and results of operations and result in negative publicity. Even if we are not found liable, the costs of
defending a lawsuit can be high. We currently maintain insurance for this type of liability. Additionally, even if we do purchase
insurance, we may experience legal claims outside of our insurance coverage, or in excess of our insurance coverage, or that insurance
will not cover.
We are subject to substantial competition and we must continue research and development to remain competitive.
We are subject to significant competition that could harm our ability to win business and increase the price pressure on our
products. We face strong competition from a wide variety of firms, including large, multinational, defense and aerospace firms. Most of
our competitors have considerably greater financial, marketing and technological resources than we do which may make it difficult to
win new contracts and we may not be able to compete successfully. Certain competitors operate larger facilities and have longer
operating histories and presence in key markets, greater name recognition, larger customer bases and significantly greater financial,
sales and marketing, manufacturing, distribution, technical and other resources, as a result, these competitors may be able to adapt more
quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to
the promotion and sale of their products. Moreover, we may not have sufficient resources to undertake the continuing research and
development necessary to remain competitive.
We must comply with environmental regulations or we may have to pay expensive penalties or clean up costs.
We are subject to federal, state, local and foreign laws, and regulations regarding protection of the environment, including air,
water, and soil. Our manufacturing business involves the use, handling, storage, discharge and disposal of, hazardous or toxic
substances or wastes to manufacture our products. We must comply with certain requirements for the use, management, handling, and
disposal of these materials. If we are found responsible for any hazardous contamination, we may have to pay expensive fines or
penalties or perform costly clean-up. Even if we are charged, and later found not responsible, for such contamination or clean up, the
cost of defending the charges could be high. Authorities may also force us to suspend production, alter our manufacturing processes, or
stop operations if we do not comply with these laws and regulations.
18
We may not be able to adequately safeguard our intellectual property rights and trade secrets from unauthorized use, and we may
become subject to claims that we infringe on others intellectual property rights.
We rely on a combination of patents, trade secrets, trademarks, and other intellectual property laws, nondisclosure agreements
and other protective measures to preserve our proprietary rights to our products and production processes. We currently have a number
of U.S. pending patent applications. These measures afford only limited protection and may not preclude competitors from developing
products or processes similar or superior to ours. Moreover, the laws of certain foreign countries do not protect intellectual property
rights to the same extent as the laws of the United States.
Although we implement protective measures and intend to defend our proprietary rights, these efforts may not be successful.
From time to time, we may litigate within the United States or abroad to enforce our licensed patents, to protect our trade secrets and
know-how or to determine the enforceability, scope and validity of our proprietary rights and the proprietary rights of others. Enforcing
or defending our proprietary rights could be expensive, requires managements attention and might not bring us timely or effective
relief.
Furthermore, third parties may assert that our products or processes infringe their patent rights. Our patents, if granted, may be
challenged, invalidated or circumvented. Although there are no pending or threatened intellectual property lawsuits against us, we may
face litigation or infringement claims in the future. Infringement claims could result in substantial costs and diversion of our resources
even if we ultimately prevail. A third party claiming infringement may also obtain an injunction or other equitable relief, which could
effectively block the distribution or sale of allegedly infringing products. Although we may seek licenses from third parties covering
intellectual property that we are allegedly infringing, we may not be able to obtain any such licenses on acceptable terms, if at all.
Our recent developments may not successfully result in increased revenue for the company.
We recently acquired the retail operations of Tactical Applications Group, Inc. which may require additional capital
expenditures to maintain or expand the retail operations of the newly-acquired company. Such expenditures may divert significant
capital and management resources from other company operations and may result in additional litigation and costs, including insurance
costs.
We depend on management and other key personnel and we may not be able to execute our business plan without their services.
Our success and our business strategy depend in large part on our ability to attract and retain key management and operating
personnel. Such individuals are in high demand and are often subject to competing employment offers. We depend to a large extent on
the abilities and continued participation of our executive officers and other key employees. We presently maintain key man insurance
on Anthony Piscitelli, our President and Chief Executive Officer. We believe that, as our activities increase and change in character,
additional experienced personnel will be required to implement our business plan. Competition for such personnel is intense and we
may not be able to hire them when required, or have the ability to attract and retain them.
We depend on the use of our operating facilities and obtaining additional space may not be cost-effective.
Our success depends on the use of current operating facilities. However, the use of our facilities is quickly becoming
maximized. We may require the acquisition or lease of additional property in order to effectively grow operating capabilities. Obtaining
additional space may result in the investment of substantial time and capital and may not prove cost-effective, which could harm our
results of operations and financial condition.
We may partner with foreign entities, and domestic entities with foreign contacts, which may affect our business plans.
We recognize that there may be opportunities for increased product sales in both the domestic and global defense markets. We
have recently initiated plans to strategically team with foreign entities as well as domestic entities with foreign business contacts in
order to better compete for both domestic and foreign military contracts. In order to implement these plans, we may incur substantial
costs which may include additional research and development, prototyping, hiring personnel with specialized skills, implementing and
maintaining technology control plans, technical data export licenses, production, product integration, marketing, warehousing, finance
19
charges, licensing, tariffs, transportation and other costs. In the event that working with a foreign entities and/or domestic entities with
foreign business contacts proves to be unsuccessful, we may significantly impact our resources which may affect our profitability and
the costs associated with such work may preclude us from pursuing alternative opportunities. Additionally, our performance may be
affected by changes in foreign political and economic environments.
We are presently classified as a small business and the loss of our small business status may adversely affect our ability to compete
for government contracts.
We are presently classified as a small business as determined by the Small Business Administration based upon the North
American Industry Classification Systems (NAICS) industry and product specific codes which are regulated in the United States by the
Small Business Administration. While we do not presently derive a substantial portion of our business from contracts which are setaside for small businesses, we are able to bid on small business set-aside contracts as well as contracts which are open to non-small
business entities. It is also possible that we may become more reliant upon small business set-aside contracts. Our continuing growth
may cause us to lose our designation as a small business, and additionally, as the NAICS codes are periodically revised, it is possible
that we may lose our status as a small business and may sustain an adverse impact on our current competitive advantage. The loss of
small business status could adversely impact our ability to compete for government contracts, maintain eligibility for special small
business programs and limit our ability to partner with other business entities which are seeking to team with small business entities that
may be required under a specific contract.
We intend to pursue international sales opportunities which may require export licenses and controls.
In order to pursue international sales opportunities, we have initiated a program to obtain product classifications, commodity
jurisdictions, licenses, technology control plans, technical data export licenses and export related programs. Due to our diverse products,
it is possible that some products may be subject to classification under the United States State Department International Traffic in Arms
Regulations (ITAR). In the event that a product is classified as an ITAR-controlled item, we will be required to obtain an ITAR export
license. While we believe that we will be able to obtain such licenses, the denial of required licenses and/or the delay in obtaining such
licenses may have a significant adverse impact on our ability to sell products internationally. Alternatively, our products may be subject
to classification under the United States Commerce Departments Export Administration Regulations (EAR). We also anticipate that
we may be required to comply with international regulations, tariffs and controls and we intend to work closely with experienced freight
forwarders and advisors. We anticipate that an internal compliance program for international sales will require the commitment of
significant resources and capital.
Risks Relating to Our Common Stock
There is currently no public trading market for shares of our common stock and if our common stock fails to qualify for initial
listing on the American Stock Exchange, our stockholders ability to dispose of their stock may be affected.
The Company intends to apply to list its common stock on the American Stock Exchange (AMEX) simultaneously with the
registration of its common stock with the SEC. However, there can be no assurance if and when initial listing criteria of the AMEX will
be met or if such application will be granted or that the trading of our common stock will be sustained. If our common stock fails to
qualify for initial or continued inclusion on the AMEX system, our management will consider seeking to list on a different registered
stock exchange or pursuing the ability of our common stock to be quoted on the Over-the-Counter Bulletin Board or in the pink
sheets. As a result, our stockholders may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of
our common stock, and our common stock would become substantially less attractive for margin loans, for investment by financial
institutions, as consideration in future capital raising transactions or other purposes. An active public market for shares of our common
stock may not develop, or if one should develop, it may not be sustained. Therefore, our stockholders may not be able to find purchasers
for their shares of our common stock. Further, prior to our approval for trading on an exchange, the liquidity of our shares of common
stock will be reduced, which could adversely affect our business and results of operations by making it more difficult for us to raise
equity financing if necessary.
20
Being a public company will increase our administrative costs and will require changes in our board of directors and other corporate
governance initiatives, which may be difficult and expensive to implement.
As a result of the registration of our common stock on this Form 10, we will become a public reporting company. As such, 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 new rules subsequently implemented by the SEC, have required changes in corporate governance practices of public
companies. In addition to final rules and rule proposals already made by the SEC, the American Stock Exchange (AMEX) has adopted
revisions to its requirements for companies that are listed on the AMEX Exchange. We expect these new rules and regulations to increase
our legal and financial compliance costs, and to make some activities more time consuming and/or costly. For example, in anticipation of
becoming a public company we will add personnel, particularly accounting staff, create board committees, adopt additional internal
controls and disclosure controls and procedures, retain a transfer agent and a financial printer, adopt an insider trading policy and other
corporate governance policies, and will have all of the internal and external costs of preparing and distributing periodic public reports in
compliance with our obligations under the securities laws. We also expect these new rules and regulations to make it more difficult and
more expensive for us to obtain director and officer liability insurance. These new rules and regulations could also make it more difficult
for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive
officers.
If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to report accurately our
financial results. This could have a material adverse effect on our share price.
Effective internal controls are necessary for us to provide accurate financial reports. We are beginning to evaluate how to
document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes Oxley Act of 2002 and the
related rules of the SEC, which require, among other things, our management to assess annually the effectiveness of our internal control
over financial reporting and our independent registered public accounting firm to issue a report on that assessment. During the course
of this documentation and testing, we may identify significant deficiencies or material weaknesses that we may be unable to remediate
before the deadline for those reports.
There can be no assurance that we will maintain adequate controls over our financial processes and reporting in the future or
that those controls will be adequate in all cases to uncover inaccurate or misleading financial information that could be reported by
members of management. If our controls failed to identify any misreporting of financial information or our management or independent
registered public accounting firm were to conclude in their reports that our internal control over financial reporting was not effective,
investors could lose confidence in our reported financial information and the trading price of our shares could drop significantly. In
addition, we could be subject to sanctions or investigations by the stock exchange upon which our common stock may be listed, the
SEC or other regulatory authorities, which would require additional financial and management resources.
Volatility of our stock price could adversely affect stockholders.
The market price of our common stock could fluctuate significantly as a result of:
·
quarterly variations in our operating results;
·
cyclical nature of defense spending
·
interest rate changes;
·
changes in the markets expectations about our operating results;
·
our operating results failing to meet the expectation of securities analysts or investors in a particular period;
·
changes in financial estimates and recommendations by securities analysts concerning our company or the defense industry in
general;
21
·
operating and stock price performance of other companies that investors deem comparable to us;
·
news reports relating to trends in our markets;
·
changes in laws and regulations affecting our business;
·
material announcements by us or our competitors;
·
sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception
that such sales could occur; and
·
general economic and political conditions such as recessions and acts of war or terrorism.
Fluctuations in the price of our common stock could contribute to the loss of all or part of an investors investment in the
company.
We currently do not intend to pay dividends on our common stock and consequently your only opportunity to achieve a return on
your investment is if the price of common stock appreciates.
We currently do not plan to declare dividends on our common stock in the foreseeable future. Any payment of cash dividends
will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors.
Further, our credit facility restricts our ability to pay cash dividends. Agreements governing future indebtedness will likely contain
similar restrictions on our ability to pay cash dividends. See Dividend Policy for more information. Consequently, your only
opportunity to achieve a return on your investment in our company will be if the market price of our common stock appreciates and you
sell your common stock at a profit.
Provisions in our proposed certificate of incorporation and bylaws or Delaware law might discourage, delay or prevent a change of
control of our company or changes in our management and, therefore, depress the trading price of our stock.
We intend to amend and restate our certificate of incorporation and bylaws upon the effectiveness of this registration
statement. Our amended and restated certificate of incorporation and bylaws will contain provisions that could depress the trading price
of our common stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that
the stockholders of our company may deem advantageous. These provisions:
·
establish a classified board of directors so that not all members of our board of directors are elected at one time;
·
provide that directors may only be removed for cause and only with the approval of 66 2/3 percent of our stockholders;
·
provide that only our board of directors can fill vacancies on the board of directors;
·
require super-majority voting to amend our bylaws or specified provisions in our certificate of incorporation;
·
authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of
outstanding shares and to discourage a takeover attempt;
·
limit the ability of our stockholders to call special meetings of stockholders;
·
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our
stockholders;
22
·
provide that the board of directors is expressly authorized to adopt, amend, or repeal our bylaws, subject to the rights of our
stockholders to do the same by majority vote of stockholders; and
·
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can
be acted upon by stockholders at stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our
company.
These and other provisions contained in our amended and restated certificate of incorporation and bylaws could delay or discourage
transactions involving an actual or potential change in control of us or our management, including transactions in which our
stockholders might otherwise receive a premium for their shares over then current prices, and may limit the ability of stockholders to
remove our current management or approve transactions that our stockholders may deem to be in their best interests and, therefore,
could adversely affect the price of our common stock.
Item 2. Financial Information
SELECTED CONSOLIDATED FINANCIAL DATA
The consolidated statement of operations and statement of cash flows data for each of the years in the five-year period ended
December 31, 2006, and consolidated balance sheet data as of December 31, 2002, 2003, 2004, 2005 and 2006, have been derived from
our audited consolidated financial statements. The statement of operations data for the nine months ended September 30, 2006 and 2007
and the balance sheet data as of the nine months ended September 30, 2006 and 2007 were derived from our unaudited consolidated
financial statements and related notes, which are included in this statement. The unaudited interim consolidated financial statements
include, in the opinion of management, all adjustments that management considers necessary for the fair presentation of the financial
information set forth in those statements. The selected consolidated financial data set forth below should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of Operations set forth below and our consolidated
financial statements and related notes included elsewhere in this registration statement. The historical results are not necessarily
indicative of the results to be expected in any future period and the results for the nine months ended September 30, 2007 should not be
considered indicative of results expected for the full year.
23
Nine Months Ended
Year Ended December 31,
2002
2003
2004
September 30,
2005
2006
2006
(in thousands)
2007
(unaudited)
Consolidated Statement of
Operations Data:
Revenues:
Contract
Consulting
Total revenues
$
1,131,225
$
822,673
$
6,171,334
$
4,840,380
$ 25,252,994
$ 19,406,599
$ 24,100,012
141,880
3,000

1,273,105
825,673
6,171,334
4,840,380
25,252,994
19,406,599
24,100,012
Cost of revenues
962,399
613,766
4,458,704
3,510,857
17,515,486
14,282,472
14,205,381
Gross profit
310,706
211,907
1,712,630
1,329,523
7,737,508
5,124,127
9,894,631

141,853
278,747
121,207
89,105
418,809
Operating expenses:
Research and development
Sales and marketing

344,625
471,284
566,417
304,878
1,661,576
391,263
676,825
1,443,624
2,567,197
4,163,113
2,812,075
4,777,570
9,317
10,221
24,905
83,799
230,052
161,542
277,712
Total operating expenses
400,580
687,046
1,955,007
3,401,027
5,080,789
3,367,600
7,135,667
Net operating income (loss)
(89,874 )
(2,071,504 )
2,656,719
1,756,527
2,758,964
General and administrative
Depreciation
(475,139 )
(242,377 )
Other (income) and expenses:
Settlement of litigation

(78,583 )
35,000
179,300
(5,700 )
178,450
Other (income) expense

Interest expense
(1,509 )

(25 )
(13,781 )
207,755
19,407

31,192
16,561
Factoring fees

91,556
Interest income

(5,996 )
(60,818 )

(6,399 )
(1,780 )
11,663
47,394

(118,033 )

(64,938 )
(91,871 )
Loss on disposal of fixed
assets

(6,892 )
1,397
8,801
950
950
(25 )
(20,673 )
214,620
33,582
78,778
64,424
(89,899 )
(495,812 )
(456,997 )
2,577,941
1,820,951
534,313

Total other (income) and
expenses
Net income (loss) before taxes
(2,105,086 )
Income tax benefit (expense):
Net income (loss):
$
(89,899 ) $
(495,812 ) $
(456,997 ) $ (2,105,086 ) $
Basic
$
(0.01 ) $
(0.03 ) $
(0.02 ) $
Diluted
$
(0.01 ) $
(0.03 ) $
(0.02 ) $
(132,193 )
2,626,771
(537,388 )
3,112,254
$
1,820,951
$
2,089,383
(0.06 ) $
0.08
$
0.05
$
0.05
(0.06 ) $
0.08
$
0.05
$
0.05
Net income (loss) per share:
Weighted average number of
shares outstanding:
Basic
14,500,000
16,550,147
23,672,000
33,237,705
37,163,434
37,578,729
38,529,242
Diluted
14,500,000
16,550,147
23,672,000
33,237,705
37,163,434
37,578,729
38,529,242
Consolidated Statement of
Cash Flows Data:
Net cash provided by (used in):
Operating activities
$
Investing activities
4,623
$
(37,034 )
Financing activities
(2,397 ) $
(2,997 )
845
(687,903 ) $ (3,156,275 ) $
(163,165 )
2,723
(402,468 )
2,276,534
1,214,927
$
(500,179 )
4,571,378
945,175
(2,369,573 )
(346,502 )
1,774,844
(642,126 )
1,769,132
120,947
Consolidated Balance Sheet
Data (at end of period):
Cash
$
71,799
$
23,609
$
1,449,075
$
2,461,710
$
4,951,302
$
5,167,403
$
2,060,550
Total assets
151,172
173,879
2,377,640
5,367,141
15,518,496
13,046,751
15,477,601
Total debt
108,659
816,048
1,791,904
1,433,381
6,512,484
29,846
150,793
585,736
3,933,760
9,006,012
9,006,012
11,352,713
Total stockholders equity
1,685
(642,169 )
24
Managements Discussion and Analysis of Financial Condition and Results of Operation
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and related notes that appear elsewhere in this registration statement. In addition to historical
consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or
contribute to these differences include those discussed below and elsewhere in this registration statement, particularly in Risk Factors
in Item 1A.
Overview
We are a leading provider of customized transparent and opaque armor solutions for tactical and non-tactical transport
vehicles and construction equipment used by the military. We focus primarily on research and development, design and engineering,
fabrication and providing component integration. Our armor solutions are used in retrofit applications for equipment already in service,
and we work with original equipment manufacturers to provide armor solutions for new equipment purchased by the military.
Our technical expertise is in the development of lightweight composite ballistic, blast and bullet mitigating materials used to
fortify and enhance capabilities of existing and in-service equipment and structures. We serve primarily the defense market and our sale
are highly concentrated within the U.S. government. Our customers include various branches of the U.S. military through the U.S.
Department of Defense (or DoD) and to a much lesser extent other U.S. government, law enforcement and correctional agencies as well
as private sector customers.
We have experienced significant growth, with revenues of $4.8 million and $25.3 million in 2005 and 2006, respectively, and
revenues of $24.1 million during the first three quarters of 2007. The principal factor contributing to our recent growth has been
increased demand by the U.S. military for lightweight ballistic and blast resistant transparent and opaque armor that protects soldiers,
sailors and marines.
Our strategy to increase our revenue, grow our company and increase stockholder value involves the following key elements:
·
increase exposure to military and non-military platforms;
·
capitalize on increased homeland security requirements;
·
form strategic partnerships with original equipment manufacturers (OEMs);
·
focus on an advanced research and development program to capitalize on increased demand for new armor materials;
·
develop strategic alliances; and
·
expand our sales and marketing efforts.
Sources of Revenues
We derive our revenues by fulfilling orders under master contracts awarded by branches of the United States military, law
enforcement and corrections agencies and private companies involved in the defense market. Under these contracts, we provide
customized transparent and opaque armor products for transport and construction vehicles used by the military, group protection kits
and spare parts.
25
Cost of Revenues and Operating Expenses
Cost of Revenues. Cost of revenues consists of parts, direct labor and overhead expense incurred for the fulfillment of orders
under contract. These costs are charged to expense on a per machine basis. Cost of revenues also includes the costs of prototyping and
engineering, which are expensed as incurred. We allocate overhead expenses such as employee benefits, computer supplies,
depreciation for computer equipment and office supplies based on personnel assigned to the job. As a result, indirect overhead expenses
are included in cost of revenues and each operating expense category.
Sales and Marketing. Expenses related to sales and marketing consist primarily of compensation for our sales and marketing
personnel, sales commissions and incentives, trade shows and related travel.
As our revenues increase, we plan to continue to invest heavily in sales and marketing by increasing the number of direct sales
personnel in order to add new customers and increase sales to our existing customers. We also plan to expand our marketing activities in
order to build brand awareness and generate additional leads for our growing sales personnel. We expect that in 2008, sales and
marketing expenses will increase in absolute dollars but will decrease as a percentage of revenues.
Research and Development. Research and development expenses are incurred as we perform ongoing evaluations of materials
and processes for existing products, as well as the development of new products and processes. Such expenses typically include
compensation and employee benefits of engineering and testing personnel, materials, travel and costs associated with design and
required testing procedures associated with our product line. We expect that in 2008, research and development expenses will increase
in absolute dollars as we upgrade and extend our service offerings and develop new protections products, but will remain relatively
consistent or decrease slightly as a percentage of revenues. Research and development costs are charged to expense as incurred.
General and Administrative. General and administrative expenses consist of compensation and related expenses for executive,
finance, accounting, administrative, legal, professional fees, other corporate expenses and allocated overhead. We expect that in 2008,
general and administrative expenses will increase in absolute dollars but decrease as a percentage of revenues.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and
assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We believe that of our significant accounting policies, which are described in Note 2 to the consolidated financial statements,
the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe
are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.
Revenue and Cost Recognition. We recognize revenue in accordance with the provisions of the Securities and Exchange
Commission (SEC) Staff Accounting Board (SAB) No. 104, Revenue Recognition, which states that revenue is realized and earned
when all of the following criteria are met: (a) persuasive evidence of the arrangement exists, (b) delivery has occurred or services have
been rendered, (c) the sellers price to the buyer is fixed and determinable and (d) collectability is reasonably assured. Under this
provision, revenue is recognized upon delivery and acceptance of the order.
26
We recognize revenue and report profits from purchases orders filled under master contracts under the completed contract
method. Purchase orders received under master contracts may extend for periods in excess of one year. Contract costs are accumulated
as deferred assets and billings and/or cash received are charged to a deferred revenue account during the periods of construction.
However, no revenues, costs or profits are recognized in operations until the period upon completion of the order. An order is
considered complete when all costs, except insignificant items, have been incurred, installation is operating according to specification or
the shipment has been accepted by the customer. Provisions for estimated contract losses are made in the period that such losses are
determined. As of September 30, 2007 and December 31, 2006, there were no such provisions made.
All costs associated with uncompleted purchase orders under contract are recorded on the balance sheet as a deferred asset
called Costs in Excess of Billings on Uncompleted Contracts. Upon completion of a purchase order, such associated costs are then
reclassified from the balance sheet to the statement of operations as costs of revenue.
All billings associated with uncompleted purchase orders under contract are recorded on the balance sheet as a deferred
liability called Billings in Excess of Costs on Uncompleted Contracts. Upon completion of a purchase order, all such associated
billings would be reclassified from the balance sheet to the statement of operations as revenues. Due to the structure of our contracts,
billing is not done until the purchase order is complete, therefore there are no amounts recorded as deferred liabilities as of
September 30, 2007, December 31, 2006 or December 31, 2005.
Stock-Based Compensation. Stock based compensation consists of stock issued to employees and contractors for services
rendered. We accounted for the stock issued using the estimated current market price per share at the date of issuance. Such cost was
recorded as compensation in our statement of operations at the date of issuance.
We have recently adopted our 2007 Incentive Compensation Plan pursuant to which we intend to issue stock-based
compensation from time to time, in the form of stock, stock options and other equity based awards. Our policy for accounting for such
compensation in the form of stock options is as follows:
We have adopted the provisions of Statement of Financial Accounting Standard No. 123(R), Share-Based Payment
(SFAS No. 123R). In accordance with SFAS No. 123R, we will use the Black-Scholes option pricing model to measure the fair value of
our option awards granted after June 15, 2005. The Black-Scholes model requires the input of highly subjective assumptions including
volatility, expected term, risk-free interest rate and dividend yield. In 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107
(SAB No. 107) which provides supplemental implementation guidance for SFAS No. 123R.
Because we will have only recently become a public entity and there are no assurances that our common stock will trade or be
quoted on any established trading market, we will have a limited trading history, if any. The expected term of an award is based on the
simplified method allowed by SAB No. 107, whereby the expected term is equal to the midpoint between the vesting date and the end
of the contractual term of the award. The risk-free interest rate will be based on the rate on U.S. Treasury zero coupon issues with
maturities consistent with the estimated expected term of the awards. We have not paid and do not anticipate paying a dividend in the
foreseeable future and accordingly, use an expected dividend yield of zero. Changes in these assumptions can affect the estimated fair
value of options granted and the related compensation expense which may significantly impact our results of operations in future
periods.
Stock-based compensation expense recognized will be based on the estimated portion of the awards that are expected to vest.
We will apply estimated forfeiture rates based on analyses of historical data, including termination patterns and other factors.
Although we did adopt SFAS No. 123R, no stock-based compensation in the form of stock options or amounts associated with
unrecognized compensation cost relating to nonvested stock-based compensation was recognized in 2006 or the first nine months of
2007.
27
Comparison of the Nine Months Ended September 30, 2007 and 2006
Revenues. Revenues for the nine months ended September 30, 2007 were $24.1 million, an increase of $4.7 million, or 24%,
over revenues of $19.4 million for the comparable period in 2006. The increase in revenues was due primarily to fulfilling and shipping
more orders under the existing 5 Year TACOM Marine-multi IDIQ contract and other existing contracts. In addition to new contracts
awarded during the nine month period ended September 30, 2007, we also increased our product offerings and orders for spare parts for
existing contracts.
Cost of Revenues. Cost of revenues for the nine month period ended September 30, 2007 was $14.2 million, a decrease of $0.1
million, or .02%, under cost of revenues of $14.3 million for the comparable period in 2006. The cost of revenues decrease was
primarily attributed to higher costs incurred in the nine month period ended September 30, 2006 relating to our South Carolina facility.
This facility was opened and closed during such period to satisfy specific requests made under our TACOM contracts D-0382 and
C-0038. During the first nine months of 2007, all such activity was conducted either at our New York facility or onsite. In addition, we
made certain reclassifications between cost of revenues and general and administrative expenses during such 2007 period in order to
more properly match revenues and costs incurred to generate such revenues. We primarily reclassified payroll and related costs for
administration, marketing and research personnel from cost of revenues to a more appropriate expense account.
Sales and Marketing Expenses. Sales and marketing expenses for the nine months ended September 30, 2007 were
$1.7 million, an increase of $1.4 million, or 466%, over sales and marketing expenses of $0.3 million for the comparable period in 2006.
The increase was due to an increase of $1.2 million in employee related costs from the hiring of sales and marketing and executive
personnel to focus on developing existing and new customer relationships, trade shows and related travel.
Research and Development Expenses. Research and development expenses for the nine months ended September 30, 2007
were $420,000, an increase of $330,000, or 367%, over research and development expenses of $90,000 for 2006. During the first nine
months of 2007, we incurred higher research and development costs associated with the testing and improvement of existing products,
along with development of new products.
General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2007
were $4.8 million, an increase of $2.0 million, or 71%, over general and administrative expenses of $2.8 million for the comparable
period in 2006. This increase was primarily due to the increase in employee related costs associated with our expansion and increase in
personnel. We significantly expanded our office and warehouse facilities, incurring additional facility and lease expense from the first
nine months of 2006 to the comparable period 2007. The monthly facility lease payment increased approximately $62,500 from 2006 to
2007, for a total of approximately $563,000 in additional expense. Our general and administrative expenses also increased due to
changes in classifications of expenses that were considered to be general and administrative as opposed to costs of revenues in the nine
months ended September 30,2007, as recorded in the comparable period in 2006.
Depreciation expense. Depreciation expense for the nine month period ended September 30, 2007 was $270,000 compared to
$162,000 for the comparable period in 2005, or an increase of $108,000, or 67%. During the first nine months of 2007, we had
expended approximately $650,000 for equipment, vehicles and leasehold improvements, which resulted in an increased depreciation
expense for the period.
Comparison of Years Ended December 31, 2006 and 2005
Revenues. Revenues for 2006 were $25.2 million, an increase of $20.4 million, or 425%, over revenues of approximately
$4.8 million for 2005. The increase in revenues from 2005 to 2006 was due primarily to our company being awarded the 5 Year
TACOM multi IDIQ contract with a stated value of approximately $60 million and the 2 year TACOM dozer contract with a stated
value of approximately $17 million. During 2006, we fulfilled orders under both contracts.
28
Cost of Revenues. Cost of revenues for 2006 was $17.5 million, an increase of $14 million, or 400%, over cost of revenues of
$3.5 million for 2005. The increase in cost of revenues from 2005 to 2006 was related to our increased production under the contracts
mentioned above.
Sales and Marketing Expenses. Sales and marketing expenses for 2006 were $567,000, an increase of $96,000, or 20%, over
sales and marketing expenses of $471,000 million for 2005. The increase was due primarily to an increase of $90,000 in employee
related costs from the hiring of sales and marketing and executive personnel to focus on developing existing and new customer
relationships and $0.5 million in stock-based compensation reflecting the adoption of SFAS No. 123R.
Research and Development Expenses. Research and development expenses for 2006 were $120,000, a decrease of
approximately $158,000, or 15%, under research and development expenses of $280,000 for 2005. During 2005, we incurred higher
research and development costs associated with the testing and improvement of existing products, along with development of new
products. The result of such expenses incurred in 2005 allowed us to obtain additional contracts in 2006. In addition, research and
development costs associated in 2006 consisted of costs associated with specific testing procedures for existing products.
General and Administrative Expenses. General and administrative expenses for 2006 were $4.2 million, an increase of
$1.6 million, or 59%, over general and administrative expenses of $2.6 million for 2005. This increase was primarily due to the
increase in employee related costs associated with our expansion and increase in personnel. We had 30 full-time employee equivalents
in our general and administrative group at December 31, 2006 compared to 10 full-time employee equivalents at December 31, 2005.
Depreciation expense. Depreciation expense for 2006 was $230,000 for 2006 compared to $84,000 for 2005, or an increase of
$146,000, or 173%. During 2006, we had expended $500,000 for equipment, vehicles and leasehold improvements, which resulted in
an increased depreciation expense for the year.
Benefit from Income Taxes. The benefit for income taxes for 2006 was estimated at $535,000. Due to our loss position in
prior years, no provision or benefit for income taxes was recorded in 2005. The provision for income taxes in 2006 consists of deferred
income tax benefits associated with the timing differences primarily associated with accounts receivable and costs in excess of billings,
along with the carry forward of the net operating loss.
Comparison of Years Ended December 31, 2005 and 2004
Revenues. During 2005, revenues were $4.8 million as compared to revenues of $6.2 million for 2004, a decrease of $1.4
million, or 22%. The decrease in revenues was primarily due to our commitment to growth by focusing our resources on the
procurement of governmental contracts. As a result, we redirected our efforts into building long term relationships with current and
future customers, as an effort to generate future contracts, rather than pursue existing short term opportunities.
Cost of Revenues. Cost of revenues for 2005 was $3.5 million, a decrease of $1.0 million, or 22%, under cost of revenues of
$4.5 million for 2004. The decrease in cost of revenues was directly related to our reduction in sales as noted above.
Sales and Marketing Expenses. Sales and marketing expenses for 2005 were $470,000, an increase of $125,000, or 36%, over
sales and marketing expenses of $345,000 for 2004. The increase was due to additional employee related costs incurred relating to the
hiring of marketing and executive personnel and commissions paid to outside consultants for marketing expense.
Research and Development Expenses. Research and development expenses for 2005 were $280,000, an increase of $138,000,
or 97%, over research and development expenses of $142,000 in 2004. The increase in research and development expenses was due
primarily to costs we incurred to design and test our glass, including materials and employee related costs associated with the hiring of
additional technical and engineering personnel.
General and Administrative Expenses. General and administrative expenses for 2005 were $2.5 million, an increase of
$1.0 million, or 67%, over general and administrative expenses of $1.5 million for 2004. The increase
29
was due primarily to employee related expenses associated with the hiring of executive and technical personnel in 2005 to support our
anticipated growth.
Liquidity and Capital Resources
As of September 30, 2007, our principal sources of liquidity were cash and cash equivalents totaling approximately $2.1
million, net accounts receivable of approximately $5.2 million and costs in excess of billings of approximately $4.2 million. The
primary source of our liquidity during the nine months ended September 30, 2007 has come from operations.
In May 2007, we entered into a loan agreement with Commerce Bank, N.A. pursuant to which we have access to a $12.0
million revolving credit facility, and had access to a term loan of up to $3.0 million through October 2007. During 2007, approximately
$140,000 was drawn upon under the term loan and is expected to be repaid before the end of 2007. There were no other draws upon the
term loan. The credit facility is secured by all of our assets, and bears interest at a variable rate equal to LIBOR plus a margin of
between 1.75% and 2.45%. We have not yet drawn on any funds available under the credit facility.
As of December 31, 2006, our principal sources of liquidity were cash and cash equivalents totaling approximately
$5.2 million, net accounts receivable of approximately $4.2 million and costs in excess of billings of approximately $1.4 million. The
primary source of our liquidity and capital resources has come from operations and proceeds from the exercise of warrants that were
issued in connection with our private offering in 2005. These warrants were set to expire in August 2006 and generated approximately
$1.8 million in capital for the year ended December 31, 2006.
As of December 31, 2005, our principal sources of liquidity were cash and cash equivalents totaling approximately $2.3
million, net accounts receivable of approximately $1.3 million and costs in excess of billings of approximately $510,000.
We believe that our current cash, cash equivalents and short-term investments together with our expected cash flows from
operations will be sufficient to meet our anticipated cash requirements for working capital and capital expenditures for at least the next
12 months.
Cash Flows from Operating Activities.
Net cash used in operating activities during the nine month period ended September 30, 2007 was approximately $2.4 million
compared to net cash provided by operating activities of approximately $945,000 during the nine month period ended September 30,
2006. Net cash used in operating activities for the nine months ended September 30, 2007 consisted primarily of changes in our
operating assets and liabilities of approximately $4.4 million, including changes in accounts receivable, cost in excess of billing, prepaid
expense, accounts payable and accrued liabilities. The changes in accounts receivable and costs in excess of billing of $975,000 and
$2.7 million, respectively, reflects the increase in projects completed and invoiced to our customers during the nine months ended
September 30, 2007. Our prepaid expenses increased approximately $1.1 million due to amounts paid in advance in connection with
our intent to enter the public market and obtain outside financing. Net cash provided by operating activities for the nine months ended
September 30, 2006 consisted primarily of changes in operating assets and liabilities of approximately $875,000, including changes in
accounts receivable, cost in excess of billing, accounts payable and accrued liabilities. These changes in accounts receivable and cost in
excess of billing resulted from the increase in projects completed and invoiced to customers. In addition, the changes in accounts
payable and accrued liabilities reflect the related increase in expenses incurred, with no funds paid out.
Net cash provided by operating activities was $1.2 million in 2006 compared to $3.2 million used in operating activities in
2005. The increase of $4.4 million was attributable to a $5.2 million improvement in our operating results from 2005 to 2006, less $3.2
million in changes in operating assets and liabilities, $1.5 million in higher non-cash charges including stock-based compensation and a
$1.7 million increase in cash generated from the changes in operating assets and liabilities. Our accounts receivable as of December 31,
2006 increased by $3.0 million from December 31, 2005. The change in accounts receivable reflects the increase in projects completed
30
and invoiced to our customers during 2006. As our sales increase, we expect our accounts receivable balance to increase.
As of December 31, 2006, we had net operating loss carryforwards of approximately $3.7 million available to reduce future
taxable income. In the future, we may utilize our net operating loss carryforwards and would begin making cash tax payments at that
time. In addition, the limitations on utilizing net operating loss carryforwards and other minimum taxes may also increase our overall
tax obligations. We expect that if we generate taxable income and/or we are not allowed to use net operating loss carryforwards, our
cash generated from operations will be adequate to meet our income tax obligations.
Net cash used by operating activities was $3.2 million in 2005 compared to $0.7 million in 2005. The decrease of $2.5 million
was attributable to a $1.6 million dollar reduction in 2004 to 2005, less approximately $1.5 million of changes in operating assets and
liabilities. Our accounts receivable as of December 31, 2005 increased by $1.1 million from December 31, 2004. The change in
accounts receivable reflects the increase in projects completed and invoiced to our customers during 2005. As our sales increase, we
expect our accounts receivable balance to increase.
Net Cash Used In Investing Activities. Net cash used in investing activities during the nine month periods ended September 30,
2007 and 2006 and the years ended December 31, 2006, 2005 and 2004 was $642,000, $346,500, $500,000, $402,000 and $163,000,
respectively. Net cash used in investing activities during these periods consisted primarily of cash paid for the acquisition of equipment
and leasehold improvements.
Net Cash Provided by Financing Activities. Net cash provided by financing activities during the nine month periods ended
September 30, 2007 and 2006 and the years ended December 31, 2006, 2005 and 2004 was approximately $121,000, $1.77 million, $1.8
million, $4.6 million and $2.3 million, respectively. Net cash provided by financing activities during the nine months ended
September 30, 2007 consisted primarily of approximately $140,000 received from the term loan, offset by repayments of short term
financing of approximately $20,000. Net cash provided by financing activities for the nine months ended September 30, 2006 resulted
from proceeds received from the exercise of warrants. Net cash provided by financing activities during 2006 and 2005 consisted
primarily of proceeds received from the sale of common stock resulting from a private placement in 2005 and the exercise of warrants
issued in connection with these shares during 2006, offset by repayment of notes payable. Net cash provided by financing activities
during 2004 consisted primarily of proceeds received from the sale of common stock of approximately $1.5 million. In 2004, we also
received proceeds of approximately $800,000 in short term debt financing from an individual, which accrued interest at 8% and required
that interim payments based upon revenues be paid out. As of December 31, 2004, approximately $112,000 of principal and interest
had been repaid. This debt was fully repaid in 2005.
Contractual Obligations
As of December 31, 2006, we did not have any relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Other than our operating leases for office
space and computer equipment, we do not engage in off-balance sheet financing arrangements. In addition, we do not engage in trading
activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market or credit
risk that could arise if we had engaged in these relationships.
The following table summarizes our contractual obligations as of December 31, 2006 that requires us to make future cash
payments.
Contractual Obligations
Payment due by period
Less than 1
Total
Operating Lease Obligations
Other Long-Term Liabilities
Reflected on the Registrants
Balance Sheet under GAAP
Total
$ 4,553,091

$ 4,553,091
year
1-3 years
$
879,959
$ 2,907,859
$

879,959

$ 2,907,859
4-5
More than 5
years
years
$
765,273

$

765,273

31
The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally
binding and that specify all significant terms, including: fixed or minimum services to be used; fixed, minimum or variable price
provisions; and the approximate timing of the transaction. Obligations under agreements that we can cancel without a significant penalty
are not included in the table above.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity
Interest income and expense are sensitive to changes in the general level of U.S. interest rates. We are exposed to risks
associated with such changes affecting the return on our cash and cash equivalents. In addition, fluctuations in these rates will affect the
expense we incur under our present credit facility with Commerce Bank, which is based upon percentages that range from 1.75% 2.45% over the LIBOR rate. However, based on the nature and current level of our investments, which are primarily cash and cash
equivalents, short-term investments and debt obligations, we believe that there is no material risk of exposure.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on
our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to stockholders.
Item 3. Properties
Our headquarters are located at 230 Duffy Avenue, Unit C, Hicksville, NY 11801, where our executive, administrative and
engineering offices are located and which encompass our engineering and fabrication facilities. We also lease properties in Virginia and
Michigan. We do not own any real property.
We believe that our current facilities are suitable and adequate to meet our current needs, and that suitable additional or
substitute space will be available as needed to accommodate expansion of our operations. We also believe that our facilities are
adequately covered by insurance.
32
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table provides information concerning beneficial ownership of our common stock as of December 7, 2,007, by:
·
each of our named executive officers;
·
each of our directors; and
·
all of our directors and executive officers as a group.
We are not aware of any other stockholder, or group of affiliated stockholders, that owns more than 5.0% of our outstanding
common stock. The following table lists the number of shares and percentage of shares beneficially owned based on 39,076,450 shares
of common stock outstanding as of December 7, 2007.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes
voting power and/or investment power with respect to the securities held. Shares of common stock subject to options and warrants
currently exercisable or exercisable within 60 days of December 7, 2007, are deemed outstanding and beneficially owned by the person
holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person,
but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated
in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of our
common stock shown as beneficially owned by them.
Unless otherwise indicated, the principal address of each of the persons below is c/o American Defense Systems, Inc., 230 Duffy
Avenue, Unit C, Hicksville, New York 11801.
Percentage of
Name and Address of Beneficial Owner
Number of Shares
Outstanding
Beneficially Owned
Shares
Gary Sidorsky
Fergal Foley
Curtis Taufman
John F. Rutledge III
Thomas Berthel (1)(2)
Richard P. Torykian, Sr.
Thomas Cusack (3)
Stephen Lassak (4)(5)
All directors and officers as a group (11 persons) (2)(6)
8,012,394
100,000

1,000,000
100,000
970,947
25,000
900,000
1,250,000
10,491,674
20.5 %
*

2.6 %
*
2.5 %
*
2.3 %
3.2 %
26.4 %
* An asterisk indicates that the total beneficial ownership or the total voting power of our common stock (in each case, including shares
subject to options and warrants that may be exercised within 60 days of December 7, 2007) is less than 1%.
(1) Mr. Berthels principal address is c/o Berthel Fisher & Company, 701 Tama Street, Building B, Marion, Iowa 52302.
(2) Includes 16,000 shares owned by Mr. Berthels spouse, and 277,895 shares owned by Berthel Fisher & Company Financial
Services, Inc. and 658,052 shares subject to an immediately exercisable warrant owned by Berthel Fisher & Company Financial
Services, Inc. Mr. Berthel is the Chief Executive Officer of Berthel Fisher & Company, the parent of Berthel Fisher & Company
Financial Services, Inc., and as such he has voting and disposition power over the foregoing securities held by Berthel Fisher &
Company Financial Services, Inc.
(3) Mr. Cusacks principal address is 11 Franklin Street, Williston Park, New York 11596. Mr. Cusack served as our Secretary and as
Vice President and Corporate Counsel in 2006. His employment with us ceased in December 2007.
(4) Mr. Lassaks principal address is 5665 Whitecraigs Ct., Dublin, Ohio 43017. Mr. Lassak served as our Chief Financial Officer in
2006, until his termination of employment in November 2006.
33
(5) The shares are registered in the name of the Stephen A. Lassak Revocable Living Trust, of which Mr. Lassak is a trustee.
(6) Excludes our former Chief Financial Officer, Stephen Lassak, and former Vice President and Corporate Counsel, Thomas Cusack,
and includes Russell Scales, Charles Pegg, Roger Ward and Victor La Sala.
Item 5. Directors and Executive Officers
The directors, executive officers and certain significant employees of ADSI are set forth below. None of such persons has been
involved in any legal proceeding enumerated in Securities and Exchange Commission Regulation S-K, Item 401, within the time
periods described in that regulation.
Executive Officers, Directors and Certain Significant Employees
The following table contains information with respect to our directors and executive officers:
Name
Age
Position
60
Gary Sidorsky
Fergal Foley
Curtis M. Taufman
John F. Rutledge III
Charles R. Pegg
Victor La Sala
Russell Scales
Roger Ward
Thomas Berthel
Richard P. Torykian, Sr.
49
50
41
51
52
60
59
42
55
68
Chairman of the Board, President and Chief
Executive Officer
Chief Financial Officer and Director
Chief Operating Officer and Director
Vice President, Engineering
Vice President, Marketing & Military Research
Vice President, Operations
Vice Presiden, Research & Development
Vice President, Business Development
Vice President, Investor Relations
Director
Director
Anthony J. Piscitelli has served as our Chairman of the Board and Chief Executive Officer since our founding in 2002, and as our
President since our founding through June 2004 and again from August 2005 to the present. Mr. Piscitelli was the Chairman of the
Board and Chief Executive Officer of A. J. Piscitelli & Associates, Inc., our predecessor and wholly owned subsidiary, since its
formation in 1994. Mr. Piscitelli has over 26 years of industry experience and has been active in all phases of the security business.
Mr. Piscitelli received his Bachelor of Arts degree in Political Science from St. Johns University and a Masters Degree in Political
Science from the City University of New York at Queens College. Mr. Piscitelli is the recipient of the FBIs Commendation for
Meritorious Citizenship and is a member of various professional organizations including the American Correctional Association, the
American Jail Association, the American Society for Industrial Security, the International Society of Security Professionals, and the
Protective Glazing Council of America. Mr. Piscitelli was recently made a member of the American College of Forensic Examiners for
Homeland Security Level V.
Gary Sidorsky has served as Director and our Chief Financial Officer since December 2007 and December 2006, respectively, and
from January to December 2006 served as our Controller. Mr. Sidorsky has 26 years of accounting experience with both accounting
firms and manufacturing companies. He served as Accounting Manager for Diam International, a leading global manufacturer of
merchandising displays, from September 2003 to January 2006. Mr. Sidorsky received his Bachelor of Art degree from Quinnipiac
University and MBA from Dowling College. He has continued his education by earning course certificates in Finance for Executives
from the University of Chicago School of Business and Logistics from the Defense Systems Acquisition Management (DSAM).
General Fergal Foley (USA Ret.) has served as a Director and our Chief Operating Officer since December 2007 and June 2007,
respectively. General Foley retired from the United States Army in October 2006 as a Brigadier General. His key military assignments
included serving as Executive Officer of the National Guard Regional Training Institute from 1996 to 1999. He was later assigned as
Deputy Brigade Commander from 1999 to 2003. On September 11, 2001 through September 29, 2001, General Foley served as the
Department of Defense Chief of Staff and Acting Commander for the Joint Task Force Operation World Trade Center. In 2003, he
was
34
selected for Brigade Command in New York City and remained there until 2005. General Foley was later assigned as the Facility
Manager for a National Guard Training Base until his retirement in October 2006. He remained as Facility Manager as a federal
employee until June 2007. From May 1986 to February 1990, General Foley worked in the private sector as the President of Dutchess
County Transportation Services, and from April 1982 to May 1986 as a sales manager for an electronic component distribution
company. He currently serves as Chairman of the Board for the Military Association of New York. General Foley earned an Associates
Degree in Business Management from Canton College (SUNY), a Bachelor of Science degree and Master of Public Administration
degree from Marist College, and a Master of Science degree from the U.S. Army War College.
Curtis M. Taufman has served as our Vice President Engineering since July 2005. From April 2004 to July 2005, Mr. Taufman
served as our Chief Operating Officer. From 1996 to 2004, Mr. Taufman was an associate at James La Salsa & Associates, an
architectural engineering firm. Mr. Taufman received his Bachelors of Architecture degree from the New York Institute of Technology.
John F. Rutledge III has served as our Vice President Military Sales since August 2005. From April 2002 to August 2005,
Mr. Rutledge served as Director of Operations for Davis Defense Group, a government contractor. Mr. Rutledge is a twenty-three year
veteran of the United States Marine Corps and retired in 1998 as a Chief Warrant Officer. Mr. Rutledge attended various continuing
education courses offered by the US Marine Corps including Total Quality Management, Equal Opportunity Basic and Advanced
Supervision.
Charles Pegg has served as our Vice President of Program Management since October 2005. From May 2005 to October 2005,
Mr. Pegg served as Program Coordinator for Davis Defense Group, a defense contractor. Prior to that, from February 2003 to
May 2005, he served as Program Coordinator for KC Trading, a defense contractor company. Mr. Pegg served twenty years in the
United States Marine Corps. and retired in 1994 at the rank of Gunnery Sergeant. Mr. Pegg has attended various collegiate courses
offered at Northern Virginia Community College and Pepperdine University.
Victor La Sala has served as our Vice President of Research and Development sine June 2005. Mr. La Sala also served as our
Director of Engineering from March 2004 to June 2005. Prior to that, from January 1990 to March 2004, Mr. La Sala served as
Managing Partner for James, La Sala & Associates, LLP, an architectural engineering firm, and as Partner for EnerTec Consulting
Engineers from February 1984 to December 1989. From May 1974 to February 1984, Mr. La Sala served as Fire Protection Engineer
and Safety Specialist at the U.S. General Services Administration, Public Buildings Service. Mr. La Sala also worked at Grumman
Aerospace from June 1968 to October 1970 as a Spacecraft Design Engineer for the design of the Lunar Module Spacecraft. Mr. La
Sala received his Bachelors of Science degree in Aerospace Engineering from Polytechnic Institute of Brooklyn and a Master of Arts
degree in Occ. Safety and Health from New York University.
Russell Scales has served as our Vice President of Business Development since June 2007. He served as our Chief Operating
Officer from September 2006 to June 2007. Mr. Scales has over 25 years of experience in senior-level management encompassing
business development, distribution systems and administration. From September 2001 to August 2006, Mr. Scales served as Director of
Sales/Marketing Business Development for Tomsed Corporation, an international manufacturer/provider of physical security systems.
Prior to working at Tomsed, Mr. Scales served for two years, as President of Schaefer Interstate Inc., eight years as President of EnviroGuard Ltd. and five years as VP of Sales and marketing of the Campbell Soup Companys Triangle Health and Fitness Systems
Division. Mr. Scales received his Bachelor of Science degree from East Carolina University.
Roger Ward has served as our Vice President of Investor Relations since November 2007. From January 2007 to November 2007,
Mr. Ward also served as our Director of Marketing. From August 1999 to December 2006, Mr. Ward served as Product
Communications Coordinator for Mellon Investor Services, a leading stock transfer agent. Mr. Ward has spent the majority of the last
21 years in the financial industry. Mr. Ward has extensive experience in the fields of marketing, customer service, project and product
management, corporate training, demutualization, trade show coordination, and collateral design and production. Mr. Ward received his
Bachelor of Arts degree in English from Rider University.
Thomas J. Berthel has served as a member of our Board of Directors since April 2007. Since 1985, Mr. Berthel has served as Chief
Executive Officer for Berthel Fisher & Co. Financial Services, Inc., an investment products
35
firm. Mr. Berthel received his Bachelor of Arts degree in Music from St. Ambrose University and MBA from the University of Iowa.
Richard P. Torykian, Sr. has been a member of our Board of Directors since December 2007. Mr. Torykian currently is a Director at
Lazard Freres & Company. He is a member of the Board of Sponsors, Mercy Hospital, Rockville Centre, NY and was the founding
chairman of the Chaminade High School Development Fund and advisor to the Catholic Big Brothers of New York City. He is a trustee
of the Intrepid Sea-Air-Space Museum headquartered aboard the USS Intrepid. Mr. Torykian received his BA in Chemistry from St.
Michaels College, MS in Chemical Engineering from St. Josephs University and MBA in Finance from Adelphia University in 1970.
Mr. Torykian has been a member of the Board of Directors of Flagship Global Health, Inc., an OTC Bulletin Board company, since
February 2006.
Certain Significant Employees
The following information is supplied with respect to certain of our significant employees:
Jeff Helgeson has served as our Chief Engineer since January 2005. He is responsible for program management, product
development and testing. From January 1997 to January 2005, Mr. Helgeson was an aerospace test engineer with the GASL division of
Alliant Techsystems Inc. (ATK-GASL), a leading research institute, and from June 1994 to January 1997, a mechanical engineer with
Burns and Roe Enterprises, an architectural engineering firm. Mr. Helgeson received Bachelors and Masters degrees in Mechanical
Engineering from The Cooper Union.
Robert C. Aldrich has served as our Chief Security Officer since October 1, 2007. From June 1971 to June 2001, Mr. Aldrich was
an agent and retired as a Supervisory Special Agent of the Federal Bureau of Investigation (FBI). During the administration of five
Commandants of the Marine Corps (CMC), Mr. Aldrich served as Special Consultant to the CMC as Program Manager in special
operations. During the 9/11/2001 terrorism attack on the Pentagon, Mr. Aldrich was the USMC National Coordinator for Law
Enforcement, Public Safety and Civil Support, which established a key nexus with local, state, and federal law enforcement and public
safety authorities for shaping and implementing Marine Corps policies for combating terrorism, continuity of operations, critical
infrastructure protection and support to civil authorities. Mr. Aldrich received his Bachelor of Science degree from the Potomac
Institute for Policy Studies. Mr. Aldrich served as Senior Advisor for the Civitas Group, Washington, D.C. and has advisory roles with
Archaio, L.L.C. and Cavalry Security Group. From November 1966 to September 1969, Mr. Aldrich was in active duty military service
during which time he served as a Special Forces soldier (from 1968 to 1969) with Vietnam service. In 2005, the Secretary of the Navy
awarded Mr. Aldrich the Distinguished Public Service Award, the Navys highest civilian recognition for public service.
John Tuozzolo has served as our Design Specialist since May 2005. Mr. Tuozzolo is responsible for designing, communicating and
following up design information to the CAD operators, and managing prototype fabrication in-house and externally. From
August 1992 to May 2005, Mr. Tuozzolo was a designer, inspector and fabricator at Macro Tool and Machine, a prototyping and
production machine shop and makers of the Siegel Tooling Systems line of machine shop fixturing components. Mr. Tuozzolo received
his Bachelors Degree in Computer Science from Mount Saint Mary College and an Associate Degree in Drafting and Design from
Indian River Community College.
Lisa S. Quinlan has served as our Director of Retail Operations since November 2007. Ms. Quinlan has been the owner of Tactical
Applications Group since April 2004. From June 2001 to December 2005, Ms. Quinlan served as dispatcher for the Police Department
in Jacksonville, North Carolina. Ms. Quinlan received her Associates degree from Kankakee Community College in 1996.
Board of Directors
Our business and affairs are managed under the direction of our board of directors. The board is currently composed of five
directors. Upon the effectiveness of this registration statement, it is expected that our board of directors will be expanded to consist of
up to 9 directors and our certificate of incorporation will be amended to divide our board of directors into three staggered classes of
directors of the same or nearly the same number. At each annual meeting of stockholders, a class of directors will be elected for a threeyear term to succeed the directors of the same class whose terms are then expiring. As a result, a portion of our board of directors will
be elected each year. The expected terms of these three classes and the expected directors in each class are as follows:
· the Class I directors initial term will expire at the annual meeting of stockholders to be held in 2009 (our initial Class I
directors are to be determined);
36
· the Class II directors initial term will expire at the annual meeting of stockholders to be held in 2010 (our initial
Class II directors will be Gary Sidorsky, Fergal Foley and another director to be determined); and
· the Class III directors initial term will expire at the annual meeting of stockholders to be held in 2011 (our initial
Class III directors will be Anthony Piscitelli, Thomas Berthel and Richard Torykian).
The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our
management or a change in control.
We believe that, immediately after the effectiveness of this registration statement, all of our directors, except Anthony Piscitelli,
Thomas Berthel, Gary Sidorsky and Fergal Foley, as well as the additional directorships we are seeking to fill, will be independent
under the requirements of the American Stock Exchange, the Sarbanes-Oxley Act of 2002 and the SECs rules and regulations.
Board Committees
We plan to nominate three independent members to each of our audit committee, compensation committee and nominating and
corporate governance committee prior to the effectiveness of this registration statement. All of our audit, compensation and nominating
and corporate governance committee members will be independent as such term is defined under the American Stock Exchange. In
addition, all of our audit committee members will meet the independence standards under the Securities Exchange Act of 1934, and one
member of the committee will qualify as an audit committee financial expert as defined under that Act.
Audit Committee
Upon the effectiveness of this registration statement, we will have an audit committee that will have responsibility for, among other
things, assisting our board of directors in its oversight of:
·
·
·
·
the integrity of our financial statements;
our independent registered public accounting firms qualifications and independence;
the performance of our independent registered public accounting firm; and
any related person transactions.
The audit committee will have the sole and direct responsibility for appointing, evaluating and retaining our independent registered
public accounting firm and for overseeing their work. All audit services to be provided to us and all non-audit services, other than de
minimis non-audit services, to be provided to us by our independent auditors will be approved in advance by our audit committee.
The audit committee will have the power to investigate any matter brought to its attention within the scope of its duties and to retain
counsel for this purpose where appropriate.
Compensation Committee
We intend to establish a compensation committee upon the effectiveness of this registration statement with responsibility for, among
other things:
· reviewing and recommending approval of compensation of our executive officers;
· administering our equity incentive compensation plans; and
· reviewing and making recommendations to our board of directors with respect to incentive compensation and equity plans.
37
Nominating and Corporate Governance Committee
We intend to establish a nominating and corporate governance committee upon the effectiveness of this registration statement with
responsibility for, among other things:
· identifying and recommending nominees for election to our board of directors;
· developing and recommending to our board of directors our corporate governance principles; and
· overseeing the evaluation of our board of directors and management.
Compensation Committee Interlocks and Insider Participation
None of our executive officers will serve as a member of the compensation committee, or other committee serving an equivalent
function, and none of them has served, or will be permitted to serve, on the compensation committee, or other committee serving a
similar function, of any other entity of which an executive officer is expected to serve as a member of our compensation committee.
Item 6. Executive Compensation
Compensation Discussion and Analysis
Objectives of Executive Compensation Program
The objectives of our executive compensation program are to recruit and retain an executive management team with the skills
necessary to achieve our business objectives and thereby create value for our stockholders. We implement this program through a
combination of short-term fixed cash compensation, variable short-term incentive compensation and equity incentives designed to
reward long-term performance and align interests of our executive officers with our stockholders.
Executive Compensation Program
Our compensation program reflects our stage of development as a company. We were incorporated in 2002 and have a limited
operating history.
As an early stage company, retention of executive officers is a key business objective. Weathering undesirable personnel changes
would be more difficult for us than for a more established company. Accordingly, our Board of Directors believes it is critical to pay
sufficient base compensation and provide adequate incentives to our executive officers to ensure continuity of our management team.
We have not, prior to the filing of this registration statement, had a compensation committee of the Board of Directors. As soon as
practicable after the effectiveness of this registration statement, however, we will establish a compensation committee and future
decisions regarding executive compensation will be the responsibility of that committee. As we transition to a publicly held
corporation, we anticipate developing more formal policies and practices regarding executive compensation. We also have established a
new equity compensation plan, described below in the section captioned Equity Compensation Plan, which will enable us to provide
equity incentives comparable to other publicly held corporations.
As a private company, our executive compensation plans were developed informally by Anthony Piscitelli, our Chief Executive
Officer, on an individual basis. These compensation arrangements would be presented to our Board of Directors annually for review
and approval. In 2006, we paid our executive officers a mix of base salary and bonus compensation. During 2007, we entered into
employment agreements with our executive officers. As part of the determination of our Chief Executive Officers 2007 compensation,
we commissioned a competitive market analysis of compensation paid to chief executive officers at companies deemed comparable to
our company.
We have not retained a compensation consultant to review our policies and procedures, except with respect to the market analysis
performed in 2007 described above with respect to our Chief Executive Officer. We also have not adopted any formal or informal
policies or guidelines for allocating compensation between long-term and short-term
38
and between cash and non-cash compensation or among different forms of non-cash compensation. Instead our compensation program
has focused on offering incentives necessary on a case by case basis to recruit and retain executives from diverse backgrounds who
possess the skills necessary to achieve our business objectives.
Elements of Compensation
The following describes each element of our executive compensation program and discusses determinations regarding
compensation for the 2006 fiscal year:
Base salary. We seek to provide our senior management with a level of base salary in the form of cash compensation appropriate
to their roles and responsibilities. Base salaries for our executives have been established based on the executives qualifications,
experience, scope of responsibilities, future potential and past performance and cash available to pay executive compensation. Base
salaries are reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account individual
responsibilities, performance and experience. In 2006, we primarily considered two factors in determining the base salaries of our
named executive officers. These factors were: (1) creating an incentive to achieve corporate goals and (2) individual performance.
Incentive cash bonuses. Our practice is to award incentive cash bonuses to our executive officers based upon their individual
performance, as well as our overall business and strategic objectives. In determining the amount of cash bonuses paid to our named
executive officers, other than our Chief Executive Officer, for 2006, we considered the same two factors as in determining their base
salaries. In particular, we awarded discretionary cash bonuses to our named executive officers, other than our Chief Executive Officer,
that reflected our success in growing our sales to the U.S. government. Our Chief Executive Officer received a bonus for 2006 in an
amount determined pursuant to an agreed upon formula based on the change in our net income before extraordinary and non-recurring
items and income taxes from 2005 to 2006. We expect that our compensation committee will adopt formal processes for incentive cash
bonuses beginning in 2008 and will utilize incentive cash bonuses to reward executives for achieving corporate financial and
operational goals and for achieving individual performance objectives.
Long-term equity compensation. We believe that successful long-term performance is achieved through an ownership culture that
encourages long-term performance by our executive officers through the use of stock and stock-based awards. In 2007, we established
an equity incentive plan to provide our employees, including our named executive officers, with incentives to help align those
employees interests with the interests of our stockholders. Our incentive plans permit the grant of stock options, stock appreciation
rights, restricted shares and other stock awards to our executive officers, employees, consultants and non-employee board members.
When we hire executive officers in the future, we expect to grant them stock-based awards that will generally vest over time. We believe
that stock-based awards provide an incentive for these officers to continue their employment with us, provide our executive officers
with an opportunity to obtain an ownership interest in our company and encourage them to focus on our long-term profitable growth.
We believe that the use of stock-based awards will promote our overall executive compensation objectives and expect that equity
incentives may be a significant source of compensation for our executives. We have periodically awarded restricted stock to certain of
our executive officers either upon commencing employment with us or periodically as equity based bonuses. We did not, however, issue
any equity to our executive officers in 2006.
Severance and Change in Control Arrangements. We grant severance and change in control arrangements to our named executive
officers. In 2006, however, only three of our named executive officers, Anthony Piscitelli, Curtis Taufman and Thomas Cusack, had
written severance and change in control arrangements. In 2007, we entered into employment agreements with all of our named
executive officers which contain severance and change in control payments. The terms of these benefits are described in each officers
employment agreement and discussed below under Employment Agreements with Named Executive Officers and Potential
Payments upon Termination or Change in Control. We believe these arrangements are competitive with arrangements offered to senior
executives by companies with whom we compete for executives and are necessary to the achievement of our business objective of
management retention.
Other Benefits. Our named executive officers are eligible to participate in our employee benefit plans provided for employees,
including 401(k) and group health insurance. In 2006, however, only Anthony Piscitelli, Curtis Taufman and Thomas Cusack
participated in group life insurance.
39
Policies related to compensation
Guidelines for equity awards. We have not formalized a policy as to the amount or timing of equity grants to our executive
officers. We expect, however, that the compensation committee will approve and adopt guidelines for equity awards. Among other
things, we expect that the guidelines will specify procedures for equity awards to be made under various circumstances, address the
timing of equity awards in relation to the availability of information about us and provide procedures for grant information to be
communicated to and tracked by our finance department. We anticipate that the guidelines will require that any stock options or stock
appreciation rights have an exercise or strike price not less than the fair market value of our common stock on the date of the grant.
Stock ownership guidelines. As of the date of this registration statement, we have not established ownership guidelines for our
executive officers or directors.
Compliance with Sections 162(m) and 409A of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain
executive officers, unless such compensation qualifies as performance-based compensation. Among other things, in order to be deemed
performance-based compensation for Section 162(m) purposes, the compensation must be based on the achievement of pre-established,
objective performance criteria and must be pursuant to a plan that has been approved by our stockholders. At least for the next several
years, we expect the cash compensation paid to our executive officers to be below the threshold for non-deductibility provided in
Section 162(m), and our 2007 Equity Incentive Plan will afford our compensation committee with the flexibility to make a variety of
types of equity awards to our executive officers, the deductibility of which will not be limited under Section 162(m). However, as our
compensation committee, which is only now being formed, will fashion our future equity compensation awards, we do not now know
whether any such awards will satisfy the requirements for deductibility under Section 162(m).
We also currently intend for our executive compensation program to satisfy the requirements of Internal Revenue Code
Section 409A, which addresses the tax treatment of certain nonqualified deferred compensation benefits.
Director Compensation in Fiscal Year 2006
As a private company, we have previously negotiated the compensation to be paid to each of our directors individually. We intend to
evaluate and revise our director compensation program in connection with the effectiveness of this registration statement.
The following table provides information about the compensation paid or accrued to our current outside directors during fiscal year
2006.
Director Compensation in Fiscal Year 2006
Name
Fees Earned or
All Other
Paid in Cash
Compensation
Total
($)
($)
($)
Reed Clevenger (1)
Thomas Berthel

(1) Reed Clevenger served as a member of our board of directors from July 2005 until his resignation in December 2007.
We entered into a Director Agreement with Thomas Berthel on July 23, 2007 pursuant to which he is to be paid a quarterly
director fee in the amount of $15,000 in advance at the beginning of each calendar quarter. Under his agreement, for each year of service
as a director, we shall issue to Mr. Berthel an option to purchase the same number of shares of our common stock which is provided to
other outside directors pursuant to our stock option plan.
40
Executive Compensation in Fiscal Year 2006
The following table sets forth the 2006 compensation earned by our chief executive officer, chief financial officer and the three
other executive officers who, based on their total compensation, received more than $100,000 and were the most highly compensated in
2006. We refer to these individuals collectively as the named executive officers.
Summary Compensation Table
All Other
Annual
Name and Principal Position
Anthony J. Piscitelli (1)
Chairman of the Board, President and
Chief Executive Officer
Stephen Lassak (2)
Former Chief Financial Officer
Gary Sidorsky (3)
Chief Financial Officer
Thomas Cusack (4)
Former Secretary, Vice President and
Corporate Counsel
Curtis M. Taufman (5)
Vice President of Engineering
John F. Rutledge III (6)
Vice President of Marketing and Military
Research
Year
Salary
Bonus
Compensation
Total
($)
($)
($)
($)
2006
$ 242,980.23
2006
$ 145,364.23
2006
$
77,155.78
2006
$
56,353.01
$
22,000
$ 321,333.24

$
14,000
$ 159,364.23
$
5,000.00
$
2,464.67
$ 141,987.32
$
10,000.00
$
20,559.62
$ 172,546.94
2006
$ 153,746.53
$
20,000.00
$
16,000
$ 189,746.53
2006
$ 117,256.53

$
53,517.70
$ 170,774.23
(1) Mr. Piscitelli s other annual compensation is comprised of insurance premiums with respect to life insurance.
(2) Mr. Lassaks other annual compensation is comprised of insurance premiums with respect to life insurance.
(3) Mr. Sidorskys other annual compensation is comprised of matching 401(k) contributions.
$
84,620.45
(4) Mr. Cusacks other annual compensation is comprised of matching 401(k) contributions of $4,559.62 and insurance premiums of
$16,000 with respect to life insurance.
(5) Mr. Taufmans other annual compensation is comprised of insurance premiums with respect to life insurance.
(6) Mr. Rutledges other annual compensation and total compensation includes (i) $50,000 representing the value of an award of 50,000
shares of common stock issued in 2006 and (ii) $3,517.70 in matching 401(k) contributions.
Grants of Plan-Based Awards
We awarded equity based compensation to one of our named executive officers in 2006. The following table sets forth certain
information with respect to such award:
41
Grants of Plan-Based Awards
All Other
Stock
Awards:
Name and Principal Position
Stephen Lassak
Gary Sidorsky
Thomas Cusack
Curtis Taufman
John F. Rutledge III (1)
Number
Grant Date Fair
Grant
of Shares
Value of Stock
Date
of Stock
Awards

3/1/06

50,000

$50,000
(1) The stock award was not subject to any vesting requirements.
Option Exercises and Stock Vested
During the fiscal year ended December 31, 2006, none of our named executive officers owned or exercised any stock options, nor did
they own any stock that was or is subject to any vesting requirements.
Pension Benefits Table
None of our named executive officers participates in or has account balances in a qualified or non-qualified defined benefit plan
sponsored by our company.
Nonqualified Deferred Compensation Table
None of our named executive officers participates in or has account balances in non-qualified defined contribution plans or other
deferred compensation plans maintained by our company.
42
Employment Arrangements with Named Executive Officers
Anthony Piscitelli. We entered into an employment agreement with Anthony Piscitelli effective January 1, 2007. Pursuant to
his employment agreement, Mr. Piscitelli serves as our chief executive officer. The employment agreement has an initial term of five
years that is automatically extended each year by one additional year unless either party provides written notice of non-renewal.
Mr. Piscitellis initial annual base salary under the employment agreement is $375,000, which amount shall be, in good faith, reviewed
and increased by our board of directors at least annually or more frequently upon his request. The employment agreement also provides
that Mr. Piscitelli shall be paid an annual bonus each fiscal year, which shall not be less than an amount equal to 2.5% of ADSIs
increase in net income before extraordinary and non-recurring items and income taxes over the prior fiscal year. He is also eligible for
additional performance based bonuses.
Gary Sidorsky. We entered into an employment agreement with Gary Sidorsky effective January 1, 2007. Pursuant to his
employment agreement, Mr. Sidorsky serves as our chief financial officer. The employment agreement has an initial term of five years
that is automatically extended each year by one additional year unless either party provides written notice of non-renewal.
Mr. Sidorskys initial annual base salary under the employment agreement is $153,000, which amount shall be reviewed on an annual
basis by our chief executive officer and increased from time to time in an amount determined by our chief executive officer. The
employment agreement also provides that Mr. Sidorsky shall be entitled to earn and be paid an annual performance bonus for the 2007
fiscal year determined reasonably and in good faith by ADSI. Beginning with the 2008 fiscal year, Mr. Sidorskys employment
agreement provides that he shall be entitled to earn and be paid an annual bonus each fiscal year of 1.25% of the increase in ADSIs
EBITDA over the preceding fiscal year.
John Rutledge. We entered into an employment agreement with John Rutledge effective January 1, 2007. Pursuant to his
employment agreement, Mr. Rutledge serves as our vice president of military sales. The employment agreement has an initial term of
five years that is automatically extended each year by one additional year unless either party provides written notice of non-renewal.
Mr. Rutledges initial annual base salary under the employment agreement is $250,000, which amount shall be reviewed on an annual
employment agreement also provides that Mr. Rutledge shall be entitled to earn and be paid an annual performance bonus. For the 2007
fiscal year, such bonus shall be an amount equal to 1.5% of all military vehicular armor sales revenue in excess of $33 million collected
by us in fiscal year 2007. The foregoing formula will be adjusted by ADSI on an annual basis after fiscal year 2007 in good faith.
Curtis Taufman. We entered into an employment agreement with Curtis Taufman effective January 1, 2007. Pursuant to his
employment agreement, Mr. Taufman serves as our vice president of engineering. The employment agreement has an initial term of
five years that is automatically extended each year by one additional year unless either party provides written notice of non-renewal.
Mr. Taufmans initial annual base salary under the employment agreement is $186,300, which amount shall be reviewed on an annual
employment agreement also provides that Mr. Taufman shall be entitled to earn and be paid an annual bonus, which shall be not less
than an amount equal to 2.5% of ADSIs increase in net income before extraordinary and non-recurring items and income taxes over
the prior fiscal year. He is also eligible for additional performance based bonuses.
Each of the foregoing employment agreements provide for payments or other benefits upon the termination of the executives
employment under specified circumstances and/or in the event of a change in control of ADSI, as described below.
We are currently negotiating an employment agreement with Fergal Foley, our Chief Operating Officer.
Potential Payments Upon Termination or Change in Control
Anthony Piscitelli. Under our employment agreement with Mr. Piscitelli, if we terminate him for cause or he terminates his
employment without good reason, we are not obligated to make any payments to him other than all compensation, expenses and other
amounts owed to him as of the date of termination. Cause means any of the following actions by Mr. Piscitelli: (i) conviction of a
felony crime, (ii) commission of fraud against, or
43
embezzlement or material misappropriation from, ADSI, or (iii) material breach of his employment agreement. Good reason means
any of the following actions of ADSI (or a successor) without Mr. Piscitellis written consent: (a) breach of any material term of the
employment agreement, (b) makes or causes a material adverse change in Mr. Piscitellis functions, duties or responsibilities,
(c) reduces his then annual base salary, (d) causes or allows a material reduction in his entitlement to the employee benefits provided
under the employment agreement, (e) requires him to work in an office more than 25 miles from the location of his current principal
executive office, (f) removes him from our board of directors by a majority vote of the board or otherwise, or (g) fails to obtain the
assumption of, and agreement to perform, the employment agreement by any successor to ADSI.
If we terminate Mr. Piscitelli without cause or if he terminates his employment for good reason, we would be obligated to pay
Mr. Piscitelli (i) all compensation, expenses and other amounts owed to him as of the date of termination, (ii) a lump sum amount equal
to (a) the prior years bonus(es) or any portion thereof remaining unpaid as of termination, and (b) two times the average of the two
prior years bonuses, and (iii) continue to pay him his then annual base salary for, except as set forth in the next sentence, the greater of
the remainder of the term of his employment agreement or two years. If such termination or resignation occurs within six months
before a change in control of ADSI or within eighteen months after a change in control, our obligation to continue paying Mr. Piscitelli
his then annual base salary shall be for the greater of the remainder of the term of his employment agreement and three years. In
addition, in the event of such termination, we will be obligated to provide Mr. Piscitelli office space for a period of 24 months or, if
shorter, through the date he commences other employment, and, at our option (x) provide Mr. Piscitelli 1,000,000 shares of ADSI
common stock or (y) immediately purchase all of his shares of ADSI common stock, including the foregoing 1,000,000 shares.
If Mr. Piscitelli dies during the term of his employment agreement, we will be obligated to pay his spouse or estate all
compensation, expenses and other amounts owed to him as of the date of his death. In addition, we would be obligated to pay to his
family all unpaid prior years bonuses, plus a bonus for the then current year equal to his prior years bonus pro rated for the number of
months he was employed during such year.
If Mr. Piscitelli becomes disabled, we have the right to terminate his employment under the employment agreement. If we
exercise such right, we will be obligated to pay him all compensation, expenses and other amounts owed to him as of the date of
termination, a lump sum equal to one years annual salary then in effect, all unpaid prior years bonuses, and a bonus for the then
current year equal to his prior years bonus pro rated for the number of months he was employed during such year. We are obligated
under the employment agreement to carry sufficient disability insurance to provide Mr. Piscitelli with three years of his annual base
salary in effect upon his termination for disability as well as life-time health insurance. To the extent the payments and benefits are
unavailable under the terms of our insurance policies, we are obligated to provide such payments and benefits to him directly.
If Mr. Piscitelli is subject to a federal excise tax on all or any part of any payment made pursuant to his employment agreement
under Section 4999 of the Internal Revenue Code, we are obligated to pay him an additional amount sufficient, considering the state and
federal income and other taxes that Mr. Piscitelli is required to pay with respect to such additional amounts, to provide him on an aftertax basis an amount equal to the amounts to be paid to Mr. Piscitelli under the employment agreement without regard to such excise tax.
Gary Sidorsky. Under our employment agreement with Mr. Sidorsky, if we terminate him for cause or he terminates his
amounts owed to him as of the date of termination. Cause means any of the following actions by Mr. Sidorsky: (i) conviction of a
felony crime, (ii) commission of fraud against, or embezzlement or material misappropriation from, ADSI, or (iii) material breach of his
employment agreement. Good reason means any of the following actions of ADSI (or a successor) without Mr. Sidorskys written
consent: (a) breach of any material term of the employment agreement, (b) makes or causes a material adverse change in Mr. Sidorskys
functions, duties or responsibilities, (c) reduces his then annual base salary, (d) causes or allows a material reduction in his entitlement
to the employee benefits provided under the employment agreement, (e) requires him to work in an office more than 25 miles from the
location of his current principal executive office, (f) terminates Mr. Piscitellis employment with ADSI without cause or Mr. Piscitelli
terminates his employment for good reason, or (g) fails to obtain the assumption of, and agreement to perform, the employment
agreement by any successor to ADSI.
44
If we terminate Mr. Sidorsky without cause or if he terminates his employment for good reason, we would be obligated to pay
Mr. Sidorsky (i) all compensation, expenses and other amounts owed to him as of the date of termination, and (ii) continue to pay him
his then annual base salary for, except as set forth in the next sentence, the greater of the remainder of the term of his employment
agreement or two years. If such termination or resignation occurs within six months before a change in control of ADSI or within
eighteen months after a change in control, our obligation to continue paying Mr. Sidorsky his then annual base salary shall be for the
greater of the remainder of the term of his employment agreement and three years.
If Mr. Sidorsky dies during the term of his employment agreement, we will be obligated to pay his spouse or estate all
compensation, expenses and other amounts owed to him as of the date of his death, and shall thereafter have no further obligation to pay
him compensation unless required by applicable law.
If Mr. Sidorsky becomes disabled, we have the right to terminate his employment under the employment agreement. If we
termination, and shall thereafter have no further obligation to pay him compensation unless required by applicable law.
John Rutledge. Under our employment agreement with Mr. Rutledge, if we terminate him for cause or he terminates his
amounts owed to him as of the date of termination. Cause means any of the following actions by Mr. Rutledge: (i) conviction of a
employment agreement. Good reason means any of the following actions of ADSI (or a successor) without Mr. Rutledges written
consent: (a) breach of any material term of the employment agreement, (b) makes or causes a material adverse change in Mr. Rutledges
functions, duties or responsibilities, (c) reduces his then annual base salary, (d) causes or allows a material reduction in his entitlement
to the employee benefits provided under the employment agreement, (e) requires him to work in an office more than 25 miles from the
location of his current principal executive office, (f) terminates Mr. Piscitellis employment with ADSI without cause or Mr. Piscitelli
terminates his employment for good reason, or (g) fails to obtain the assumption of, and agreement to perform, the employment
agreement by any successor to ADSI.
If we terminate Mr. Rutledge without cause or if he terminates his employment for good reason, we would be obligated to pay
Mr. Rutledge (i) all compensation, expenses and other amounts owed to him as of the date of termination, and (ii) continue to pay him
his then annual base salary for, except as set forth in the next sentence, the greater of the remainder of the term of his employment
agreement or two years. If such termination or resignation occurs within six months before a change in control of ADSI or within
eighteen months after a change in control, our obligation to continue paying Mr. Rutledge his then annual base salary shall be for the
greater of the remainder of the term of his employment agreement and three years.
If Mr. Rutledge dies during the term of his employment agreement, we will be obligated to pay his spouse or estate all
compensation, expenses and other amounts owed to him as of the date of his death, and shall thereafter have no further obligation to pay
him compensation unless required by applicable law.
If Mr. Rutledge becomes disabled, we have the right to terminate his employment under the employment agreement. If we
termination, and shall thereafter have no further obligation to pay him compensation unless required by applicable law.
Curtis Taufman. Under our employment agreement with Mr. Taufman, if we terminate him for cause or he terminates his
amounts owed to him as of the date of termination. Cause means any of the following actions by Mr. Taufman: (i) conviction of a
employment agreement. Good reason means any of the following actions of ADSI (or a successor) without Mr. Taufmans written
consent: (a) breach of any material term of the employment agreement, (b) makes or causes a material adverse change in Mr. Taufmans
functions, duties or responsibilities, (c) reduces his then annual base salary, (d) causes or allows a
45
material reduction in his entitlement to the employee benefits provided under the employment agreement, (e) requires him to work in an
office more than 25 miles from the location of his current principal executive office, (f) terminates Mr. Piscitellis employment with
ADSI without cause or Mr. Piscitelli terminates his employment for good reason, or (g) fails to obtain the assumption of, and agreement
to perform, the employment agreement by any successor to ADSI.
If we terminate Mr. Taufman without cause or if he terminates his employment for good reason, we would be obligated to pay
Mr. Taufman (i) all compensation, expenses and other amounts owed to him as of the date of termination, (ii) a lump sum amount equal
to (a) the prior years bonus(es) or any portion thereof remaining unpaid as of termination, and (b) two times the average of the two
prior years bonuses, and (iii) continue to pay him his then annual base salary for, except as set forth in the next sentence, the greater of
the remainder of the term of his employment agreement or two years. If such termination or resignation occurs within six months
before a change in control of ADSI or within eighteen months after a change in control, our obligation to continue paying Mr. Taufman
his then annual base salary shall be for the greater of the remainder of the term of his employment agreement and three years. In
addition, in the event of such termination, (x) we will be obligated to provide Mr. Taufman office space for a period of 24 months or, if
shorter, through the date he commences other employment, and (y) all options to purchase shares of our common stock held by
Mr. Taufman will vest and be subject to immediate exercise, and if Mr. Taufman informs us that he does not intend to exercise any or all
such options, we will be obligated to pay him a lump sum in an amount equal to the value of the options that he does not exercise.
If Mr. Taufman dies during the term of his employment agreement, we will be obligated to pay his spouse or estate all
compensation, expenses and other amounts owed to him as of the date of his death. In addition, we would be obligated to pay to his
family all unpaid prior years bonuses, plus a bonus for the then current year equal to his prior years bonus pro rated for the number of
months he was employed during such year.
If Mr. Taufman becomes disabled, we have the right to terminate his employment under the employment agreement. If we
termination, a lump sum equal to one years annual salary then in effect, all unpaid prior years bonuses, and a bonus for the then
current year equal to his prior years bonus pro rated for the number of months he was employed during such year.
If Mr. Taufman is subject to a federal excise tax on all or any part of any payment made pursuant to his employment agreement
under Section 4999 of the Internal Revenue Code, we are obligated to pay him an additional amount sufficient, considering the state and
federal income and other taxes that Mr. Taufman is required to pay with respect to such additional amounts, to provide him on an aftertax basis an amount equal to the amounts to be paid to Mr. Taufman under the employment agreement without regard to such excise tax.
Equity Compensation Plan
Background and Purpose. On December 3, 2007, our Board of Directors adopted the American Defense Systems, Inc. 2007
Incentive Compensation Plan, which we refer to as the 2007 Plan, and recommended that it be submitted to our stockholders for their
approval at the next annual meeting.
Purpose. The purpose of the 2007 Plan is to assist our company and its subsidiaries and other designated affiliates, which we
refer to as Related Entities, in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers,
directors consultants and other persons who provide services to our company or its Related Entities, by enabling such persons to acquire
or increase a proprietary interest in our company in order to strengthen the mutuality of interests between such persons and our
stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder
value.
As of the date of this registration statement, we have awarded stock options to purchase up to 1,645,000 shares of our common
stock under the 2007 Plan.
46
The following is a summary of certain principal features of the 2007 Plan. This summary is qualified in its entirety by reference
to the complete text of the 2007 Plan. Stockholders are urged to read the actual text of the 2007 Plan in its entirety which is set forth as
an exhibit to this registration statement.
Shares Available for Awards; Annual Per-Person Limitations. The total number of shares of our common stock (the Shares)
reserved and available for delivery under the 2007 Plan (Awards) at any time during the term of the Plan shall be equal to 5,000,000
Shares. The foregoing limit shall be increased by the number of Shares with respect to which Awards previously granted under the 2007
Plan that are forfeited, expire or otherwise terminate without issuance of Shares, or that are settled for cash or otherwise do not result in
the issuance of Shares, and the number of Shares that are tendered (either actually or by attestation) or withheld upon exercise of an
Award, to pay the exercise price or any tax withholding requirements. Awards issued in substitution for awards previously granted by a
company acquired by our company or a Related Entity, or with which our company or any Related Entity combines, do not reduce the
limit on grants of Awards under the Plan.
The 2007 Plan imposes individual limitations on the amount of certain Awards in part to comply with Code Section 162(m).
Under these limitations, during any fiscal year of our company, no participant may be granted (i) stock options or stock appreciation
rights with respect to more than 500,000 Shares, or (ii) Shares of restricted stock, Shares of deferred stock, performance shares and
other stock based-awards with respect to more than 500,000 Shares, in each case, subject to adjustment in certain circumstances. In
addition, the maximum dollar value payable to any one participant with respect to performance units is $2,500,000 (pro-rated for any
12-month performance period that is less than 12 months), and with respect to any performance period that is more than 12 months,
$2,500,000 multiplied by the number of full 12 month periods that are in the Performance Period. The maximum aggregate number of
Shares that may be issued under the Plan as a result of the exercise of incentive stock options is 5,000,000 Shares.
The Committee is authorized to adjust the foregoing limitations and is authorized to adjust outstanding Awards (including
adjustments to exercise prices of options and other affected terms of Awards) in the event that a dividend or other distribution (whether
in cash, Shares or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange or other similar corporate transaction or event affects the Shares so that an adjustment is appropriate. The
Committee is also authorized to adjust performance conditions and other terms of Awards in response to these kinds of events or in
response to changes in applicable laws, regulations or accounting principles.
Eligibility. The persons eligible to receive Awards under the 2007 Plan are the officers, directors, employees, consultants and
other persons who provide services to our company or any Related Entity. An employee on leave of absence may be considered as still
in the employ of our company or a Related Entity for purposes of eligibility for participation in the 2007 Plan.
Administration. The 2007 Plan is to be administered by a committee designated by our Board of Directors consisting of not
less than two directors (the Committee), provided, however, that except as otherwise expressly provided in the Plan, the Board may
exercise any power or authority granted to the Committee under the 2007 Plan. Subject to the terms of the 2007 Plan, the Committee is
authorized to select eligible persons to receive Awards, determine the type, number and other terms and conditions of, and all other
matters relating to, Awards, prescribe Award agreements (which need not be identical for each Participant), and the rules and regulations
for the administration of the Plan, construe and interpret the Plan and Award agreements, correct defects, supply omissions or reconcile
inconsistencies therein, and make all other decisions and determinations as the Committee may deem necessary or advisable for the
administration of the 2007 Plan.
47
Stock Options and Stock Appreciation Rights. The Committee is authorized to grant stock options, including both incentive stock
options (ISOs), which can result in potentially favorable tax treatment to the participant, and non-qualified stock options, and stock
appreciation rights entitling the participant to receive the amount by which the fair market value of a Share on the date of exercise
exceeds the grant price of the stock appreciation right. The exercise price per share subject to an option and the grant price of a stock
appreciation right are determined by the Committee, but in the case of an incentive stock option or a stock appreciation right, must not
be less than the fair market value of a Share on the date of grant. For purposes of the 2007 Plan, the term fair market value means the
fair market value of a Share, Awards or other property as determined by the Committee or under procedures established by the
Committee. Unless otherwise determined by the Committee, the fair market value of a Share as of any given date shall be the closing
sales price per Share as reported on the principal stock exchange or market on which Shares are traded on the date as of which such
value is being determined or, if there is no sale on that date, then on the last previous day on which a sale was reported. The maximum
term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and
provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally
are fixed by the Committee, except that no option or stock appreciation right may have a term exceeding ten years. Methods of exercise
and settlement and other terms of the stock appreciation right are determined by the Committee. The Committee, thus, may permit the
exercise price of options awarded under the Plan to be paid in cash, Shares, other Awards or other property (including loans to
participants). Options may be exercised by payment of the exercise price in cash, Shares, outstanding Awards or other property having
a fair market value equal to the exercise price, as the Committee may determine from time to time.
Restricted and Deferred Stock. The Committee is authorized to grant restricted stock and deferred stock. Restricted stock is a
grant of Shares that are subject to such risks of forfeiture and other restrictions as the Committee may impose. A participant granted
restricted stock generally has all of the rights of a stockholder of our company, unless otherwise determined by the Committee. An
Award of deferred stock confers upon a participant the right to receive Shares at the end of a specified deferral period, subject to such
risks of forfeiture and other restrictions as the Committee may impose. Prior to settlement, an Award of deferred stock carries no voting
or dividend rights or other rights associated with share ownership, although dividend equivalents may be granted, as discussed below.
Dividend Equivalents. The Committee is authorized to grant dividend equivalents conferring on participants the right to
receive, currently or on a deferred basis, cash, Shares, other Awards or other property equal in value to dividends paid on a specific
number of Shares or other periodic payments. Dividend equivalents may be granted alone or in connection with another Award, may be
paid currently or on a deferred basis and, if deferred, may be deemed to have been reinvested in additional Shares, Awards or otherwise
as specified by the Committee.
Bonus Stock and Awards in Lieu of Cash Obligations. The Committee is authorized to grant Shares as a bonus free of
restrictions, or to grant Shares or other Awards in lieu of Company obligations to pay cash under the 2007 Plan or other plans or
compensatory arrangements, subject to such terms as the Committee may specify.
Other Stock-Based Awards. The Committee is authorized to grant Awards that are denominated or payable in, valued by
reference to, or otherwise based on or related to Shares. The Committee determines the terms and conditions of such Awards.
Performance Awards. The Committee is authorized to grant performance awards to participants on terms and conditions
established by the Committee. The performance criteria to be achieved during any performance period and the length of the
performance period is determined by the Committee upon the grant of the performance award. Performance awards may be valued by
reference to a designated number of Shares (in which case they are referred to as performance shares) or by reference to a designated
amount of property including cash (in which case they are referred to as performance units). Performance awards may be settled by
delivery of cash, Shares or other property, or any combination thereof, as determined by the Committee. Performance awards granted to
persons whom the Committee expects will, for the year in which a deduction arises, be covered employees (as defined below) will, if
and to the extent intended by the Committee, be subject to provisions that should qualify such Awards as performance-based
compensation not subject to the limitation on tax deductibility by us under Code Section 162(m). For purposes of Section 162(m), the
term covered employee means our Chief Executive Officer and each other person whose compensation is required to be disclosed in
our filings with the SEC by reason of that person being among the three highest compensated officers (other than the Chief Financial
Officer) of our company as of the end of a taxable year. If and to the extent required under Section 162(m) of the Code, any power or
authority relating to a performance award intended to qualify under Section 162(m) of the Code is to be exercised by the Committee and
not the Board.
If and to the extent that the Committee determines that these provisions of the 2007 Plan are to be applicable to any Award, one
or more of the following business criteria for our company, on a consolidated basis, and/or for Related Entities, or for business or
geographical units of our company and/or a Related Entity (except
48
with respect to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance
goals for awards under the 2007 Plan: (1) earnings per share; (2) revenues or margins; (3) cash flow; (4) operating margin; (5) return on
assets, net assets, investment, capital, operating revenue or equity; (6) economic value added; (7) direct contribution; (8) income; net
income; pretax earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings after
interest expense and before extraordinary or special items; operating income; net operating income; income before interest income or
expense, unusual items and income taxes, local, state or federal and excluding budgeted and actual bonuses which might be paid under
any ongoing bonus plans of the Company; (9) working capital or working capital management, including inventory turnover and days
sales outstanding; (10) management of fixed costs or variable costs; (11) identification or consummation of investment opportunities or
completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions or divestitures;
(12) total shareholder return; (13) debt reduction; (14) market share; (15) entry into new markets, either geographically or by business
unit; (16) customer retention and satisfaction; (17) strategic plan development and implementation, including turnaround plans; and (18)
stock price. Any of the above goals may be determined on an absolute or relative basis (e.g. growth in earnings per share) or as
compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the
Standard & Poors 500 Stock Index or a group of companies that are comparable to the Company. The Committee may exclude the
impact of an event or occurrence which the Committee determines should appropriately be excluded, including without limitation
(i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not
directly related to our operations or not within the reasonable control of our management, or (iii) a change in accounting standards
required by generally accepted accounting principles.
The Committee may, in its discretion, determine that the amount payable as a performance award will be reduced from the
amount of any potential Award.
Other Terms of Awards. Awards may be settled in the form of cash, Shares, other Awards or other property, in the discretion of
the Committee. The Committee may require or permit participants to defer the settlement of all or part of an Award in accordance with
such terms and conditions as the Committee may establish, including payment or crediting of interest or dividend equivalents on
deferred amounts, and the crediting of earnings, gains and losses based on deemed investment of deferred amounts in specified
investment vehicles. The Committee is authorized to place cash, Shares or other property in trusts or make other arrangements to
provide for payment of our obligations under the 2007 Plan. The Committee may condition any payment relating to an Award on the
withholding of taxes and may provide that a portion of any Shares or other property to be distributed will be withheld (or previously
acquired Shares or other property be surrendered by the participant) to satisfy withholding and other tax obligations. Awards granted
under the 2007 Plan generally may not be pledged or otherwise encumbered and are not transferable except by will or by the laws of
descent and distribution, or to a designated beneficiary upon the participants death, except that the Committee may, in its discretion,
permit transfers for estate planning or other purposes subject to any applicable restrictions under Rule 16b-3.
Awards under the 2007 Plan are generally granted without a requirement that the participant pay consideration in the form of
cash or property for the grant (as distinguished from the exercise), except to the extent required by law. The Committee may, however,
grant Awards in exchange for other Awards under the 2007 Plan, awards under our other plans, or other rights to payment from us, and
may grant Awards in addition to and in tandem with such other Awards, rights or other awards.
Acceleration of Vesting; Change in Control. The Committee may, in its discretion, accelerate the exercisability, the lapsing of
restrictions or the expiration of deferral or vesting periods of any Award, and such accelerated exercisability, lapse, expiration and if so
provided in the Award agreement or otherwise determined by the Committee, vesting shall occur automatically in the case of a change
in control of our company, (including the cash settlement of stock appreciation rights which may be exercisable in the event of a
change in control). In addition, the Committee may provide in an Award agreement that the performance goals relating to any
performance award will be deemed to have been met upon the occurrence of any change in control. For purposes of the 2007 Plan,
unless otherwise specified in an Award agreement, a change in control means the occurrence of any of the following:
49
(i)
The acquisition by any person (as that term is used in the Securities Exchange Act of 1934) of
Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of more than fifty
percent (50%) of either (A) the then outstanding equity securities of our company (the Outstanding Company Stock) or (B) the
combined voting power of the then outstanding voting securities of our company entitled to vote generally in the election of directors
(the Outstanding Company Voting Securities) (the foregoing Beneficial Ownership hereinafter being referred to as a Controlling
Interest); provided, however, that the following acquisitions shall not constitute or result in a Change of Control: (v) any acquisition
directly from us; (w) any acquisition by us; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership
of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by us or any
Subsidiary; or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) below; or
(ii)
During any period of two (2) consecutive years (not including any period prior to the Effective
Date) individuals who constitute the Board on the Effective Date (the Incumbent Board) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or
nomination for election by our stockholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this Purpose,
any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than
the Board; or
(iii)
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar
corporate transaction involving our company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the our
assets, or the acquisition of assets or stock of another entity by our company or any of its Subsidiaries (each a Business Combination),
in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the
Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of
common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination or any Person that as of the
Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent (50%) or
more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the
Business Combination and (C) at least a majority of the members of the Board of Directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
(iv)
Approval by our stockholders of a complete liquidation or dissolution of our company.
50
Amendment and Termination. The Board of Directors may amend, alter, suspend, discontinue or terminate the 2007 Plan or the
Committees authority to grant Awards without further stockholder approval, except that stockholder approval must be obtained for any
amendment or alteration if such approval is required by law or regulation or under the rules of any stock exchange or quotation system
on which Shares are then listed or quoted. Thus, stockholder approval may not necessarily be required for every amendment to the 2007
Plan which might increase the cost of the 2007 Plan or alter the eligibility of persons to receive Awards. Stockholder approval will not
be deemed to be required under laws or regulations, such as those relating to incentive stock options, that condition favorable treatment
of participants on such approval, although the Board may, in its discretion, seek stockholder approval in any circumstance in which it
deems such approval advisable. Unless earlier terminated by the Board, the 2007 Plan will terminate at the earliest of (a) such time as no
Shares remain available for issuance under the 2007 Plan, (b) termination of the 2007 Plan by the Board of Directors, or (c) the tenth
anniversary of the effective date of the Plan. Awards outstanding upon expiration of the 2007 Plan shall remain in effect until they have
been exercised or terminated, or have expired.
Federal Income Tax Consequences of Awards. The 2007 Plan is not qualified under the provisions of Section 401(a) of the
Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974.
Nonqualified Stock Options. On exercise of a nonqualified stock option granted under the 2007 Plan, an optionee will
recognize ordinary income equal to the excess, if any, of the fair market value on the date of exercise of the Shares acquired on exercise
of the option over the exercise price. If the optionee is an employee of our company or a Related Entity, that income will be subject to
the withholding of Federal income tax. The optionees tax basis in those Shares will be equal to their fair market value on the date of
exercise of the option, and his holding period for those Shares will begin on that date.
If an optionee pays for Shares on exercise of an option by delivering Shares, the optionee will not recognize gain or loss on the
Shares delivered, even if their fair market value at the time of exercise differs from the optionees tax basis in them. The optionee,
however, otherwise will be taxed on the exercise of the option in the manner described above as if he had paid the exercise price in
cash. If a separate identifiable stock certificate is issued for that number of Shares equal to the number of Shares delivered on exercise
of the option, the optionees tax basis in the Shares represented by that certificate will be equal to his tax basis in the Shares delivered,
and his holding period for those Shares will include his holding period for the Shares delivered. The optionees tax basis and holding
period for the additional Shares received on exercise of the option will be the same as if the optionee had exercised the option solely in
exchange for cash.
We will be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income taxable to the
optionee, provided that amount constitutes an ordinary and necessary business expense for our company and is reasonable in amount,
and either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.
Incentive Stock Options. The 2007 Plan provides for the grant of stock options that qualify as incentive stock options as
defined in section 422 of the Code, which we refer to as ISOs. Under the Code, an optionee generally is not subject to tax upon the
grant or exercise of an ISO. In addition, if the optionee holds a Share received on exercise of an ISO for at least two years from the date
the option was granted and at least one year from the date the option was exercised, which we refer to as the Required Holding Period,
the difference, if any, between the amount realized on a sale or other taxable disposition of that Share and the holders tax basis in that
Share will be long-term capital gain or loss.
If, however, an optionee disposes of a Share acquired on exercise of an ISO before the end of the Required Holding Period,
which we refer to as a Disqualifying Disposition, the optionee generally will recognize ordinary income in the year of the Disqualifying
Disposition equal to the excess, if any, of the fair market value of the Share on the date the ISO was exercised over the exercise price.
If, however, the Disqualifying Disposition is a sale or exchange on which a loss, if realized, would be recognized for Federal income tax
purposes, and if the sales proceeds are less than the fair market value of the Share on the date of exercise of the option, the amount of
ordinary income recognized by the optionee will not exceed the gain, if any, realized on the sale. If the amount realized on a
Disqualifying Disposition exceeds the fair market value of the Share on the date of exercise of the option, that excess will be short-term
or long-term capital gain, depending on whether the holding period for the Share exceeds one year.
An optionee who exercises an ISO by delivering Shares acquired previously pursuant to the exercise of an ISO before the
expiration of the Required Holding Period for those Shares is treated as making a Disqualifying Disposition of those Shares. This
rule prevents pyramiding or the exercise of an ISO (that is, exercising an ISO for one Share and using that Share, and others so
acquired, to exercise successive ISOs) without the imposition of current income tax.
51
For purposes of the alternative minimum tax, the amount by which the fair market value of a Share acquired on exercise of an
ISO exceeds the exercise price of that option generally will be an adjustment included in the optionees alternative minimum taxable
income for the year in which the option is exercised. If, however, there is a Disqualifying Disposition of the Share in the year in which
the option is exercised, there will be no adjustment with respect to that Share. If there is a Disqualifying Disposition in a later year, no
income with respect to the Disqualifying Disposition is included in the optionees alternative minimum taxable income for that year. In
computing alternative minimum taxable income, the tax basis of a Share acquired on exercise of an ISO is increased by the amount of
the adjustment taken into account with respect to that Share for alternative minimum tax purposes in the year the option is exercised.
We are not allowed an income tax deduction with respect to the grant or exercise of an incentive stock option or the disposition
of a Share acquired on exercise of an incentive stock option after the Required Holding Period. However, if there is a Disqualifying
Disposition of a Share, we are allowed a deduction in an amount equal to the ordinary income includible in income by the optionee,
provided that amount constitutes an ordinary and necessary business expense for us and is reasonable in amount, and either the
employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.
Stock Awards. Generally, the recipient of an award of Shares will recognize ordinary compensation income at the time the
Shares are received equal to the excess, if any, of the fair market value of the Shares received over any amount paid by the recipient in
exchange for the Shares. If, however, the Shares are non-vested when they are received under the 2007 Plan (for example, if the
employee is required to work for a period of time in order to have the right to sell the Shares), the recipient generally will not recognize
income until the Shares become vested, at which time the recipient will recognize ordinary compensation income equal to the excess, if
any, of the fair market value of the Shares on the date they become vested over any amount paid by the recipient in exchange for the
Shares. A recipient may, however, file an election with the Internal Revenue Service, within 30 days of his or her receipt of an award of
Shares, to recognize ordinary compensation income, as of the date the recipient receives the award, equal to the excess, if any, of the fair
market value of the Shares on the date the award is granted over any amount paid by the recipient in exchange for the stock.
The recipients basis for the determination of gain or loss upon the subsequent disposition of Shares acquired as stock awards
will be the amount paid for such Shares plus any ordinary income recognized either when the Shares are received or when the Shares
become vested. Upon the disposition of any Shares received as a stock award under the 2007 Plan the difference between the sale price
and the recipients basis in the Shares will be treated as a capital gain or loss and generally will be characterized as long-term capital
gain or loss if the Shares have been held for more the one year from the date as of which he or she would be required to recognize any
compensation income.
Stock Appreciation Rights. We may grant SARs separate from any other award, which we refer to as Stand-Alone SARs, or in
tandem with options, which we refer to as Tandem SARs, under the 2007 Plan. Generally, the recipient of a Stand-Alone SAR will not
recognize any taxable income at the time the Stand-Alone SAR is granted.
With respect to Stand-Alone SARs, if the recipient receives the appreciation inherent in the SARs in cash, the cash will be
taxable as ordinary compensation income to the recipient at the time that the cash is received. If the recipient receives the appreciation
inherent in the SARs in Shares, the recipient will recognize ordinary compensation income equal to the excess of the fair market value
of the Shares on the day they are received over any amounts paid by the recipient for the Shares.
With respect to Tandem SARs, if the recipient elects to surrender the underlying option in exchange for cash or Shares equal to
the appreciation inherent in the underlying option, the tax consequences to the recipient will be the same as discussed above relating to
the Stand-Alone SARs. If the recipient elects to exercise the underlying option, the holder will be taxed at the time of exercise as if he
or she had exercised a nonqualified stock option (discussed above), i.e., the recipient will recognize ordinary income for federal tax
purposes measured by the excess of the then fair market value of the Shares over the exercise price.
52
In general, there will be no federal income tax deduction allowed to our company upon the grant or termination of Stand-Alone
SARs or Tandem SARs. Upon the exercise of either a Stand-Alone SAR or a Tandem SAR, however, we will be entitled to a deduction
for federal income tax purposes equal to the amount of ordinary income that the employee is required to recognize as a result of the
exercise, provided that the deduction is not otherwise disallowed under the Code.
Dividend Equivalents. Generally, the recipient of a dividend equivalent award will recognize ordinary compensation income at
the time the dividend equivalent amount is received equal to the fair market value of the dividend equivalent amount received. We
generally will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that the employee is
required to recognize as a result of his receipt of the dividend equivalent amount, provided that the deduction is not otherwise
disallowed under the Code.
Section 162 Limitations. Section 162(m) to the Code, generally disallows a public companys tax deduction for compensation
to covered employees in excess of $1 million in any tax year beginning on or after January 1, 1994. Compensation that qualifies as
performance-based compensation is excluded from the $1 million deductibility cap, and therefore remains fully deductible by the
company that pays it. We intend that awards granted to employees under the Plan whom the Committee expects to be covered
employees at the time a deduction arises in connection with such options, may, if and to the extent so intended by the Committee, be
granted in a manner that will qualify as such performance-based compensation, so that such awards would not be subject to the
Section 162(m) deductibility cap of $1 million. Future changes in Section 162(m) or the regulations thereunder may adversely affect
our ability to ensure that awards under the 2006 Plan will qualify as performance-based compensation that are fully deductible by us
under Section 162(m).
Section 409A of the Code. The 2007 Plan is also intended to comply with Section 409A of the Code and all provisions of the
2007 Plan are to be interpreted in a manner consistent with the applicable requirements of Section 409A of the Code. Section 409A of
the Code governs the taxation of deferred compensation. Any participant that is granted an award that does not comply with section
409A could be subject to immediate taxation on the award (even if the award is not exercisable) and an additional 20% tax on the
award.
Importance of Consulting Tax Adviser. The information set forth above is a summary only and does not purport to be
complete. In addition, the information is based upon current Federal income tax rules and therefore is subject to change when those
rules change. Moreover, because the tax consequences to any recipient may depend on his particular situation, each recipient should
consult his tax adviser as to the Federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of
Shares acquired as a result of an award.
401(k) Plan
We have adopted an employee savings and retirement plan qualified under Section 401(k) of the Internal Revenue Code and
covering all of our employees. Employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit
and have the amount of the reduction contributed to the 401(k) plan. We may make matching or additional contributions to the
401(k) plan in amounts to be determined annually by our Board of Directors.
Item 7. Certain Relationships and Related Transactions, and Director Independence
Other than the transactions described under the heading Executive Compensation (or with respect to which information is
omitted in accordance with SEC regulations) and the transactions described below, since January 1, 2006 there have 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 in which any director, executive officer, holder of 5% or more of any class of our capital
stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
53
On July 31, 2007, we entered into a Consulting Services Agreement with Thomas Berthel. As consideration for Tom Berthels
assistance as a consultant in renegotiating the terms of an investment banking agreement executed between the company and an
investment banking firm, we agreed to pay Mr.Berthel one half of the fee reductions that were actually realized as a result of such
renegotiation. The agreement provides that Mr. Berthel will continue to provide consulting services through April 30, 2008 and in
consideration for his services, we will issue him an option to purchase shares of our common stock. The option is for a number of
shares equal to 250,000 less the number provided in an option granted to Mr. Berthel for his first year of service as a member of our
Board of Directors. The option is exercisable at the fair market value of our common stock on the date granted, expires on April 30,
2010 and was to be issued promptly upon finalization of our stock option plan.
Although we do not have a separate conflicts policy other than that set forth in our amended and restated certificate of
incorporation, we comply with Delaware law with respect to transactions involving potential conflicts. Delaware law requires that all
transactions between us and any director or executive officer are subject to full disclosure and approval of the majority of the
disinterested members of our board of directors, approval of the majority of our stockholders or the determination that the contract or
transaction is intrinsically fair to us.
Item 8. Legal Proceedings
On July 10, 2007, American Defense Systems, Inc. filed a lawsuit against a former subcontractor, Southern California Gold
Products d/b/a Gypsy Rack, the subcontractors President and owner, Glenn Harris, and a designer, James McAvoy in the United States
District Court, Eastern District of New York. Defendants moved to change venue to the Central District of California based upon
insufficient contacts to the State of New York and October 12, 2007 the matter was transferred to the United States District Court for the
Central District of California, Case Number 07-CV-02779, The complaint asserts that the designer collaborated with subcontractor in
the conversion of our intellectual property, designs and products, breach of contract and tortuous interference with prospective economic
advantage. The complaint seeks $5,250,000 for compensatory damages, punitive damages in an amount to be determined at trial, an
accounting restitution and disgorgement of any of defendants unlawful proceeds and benefits obtained by its misappropriation and
unfair competition, return of all tangible and intangible assets, costs, attorneys fees, pre-judgment and post-judgment interest and for
such other relief as the Court may deem just and proper. . Gibson Dunn & Crutcher have been retained as local counsel. This firm is
reviewing the complaint concerning both Federal and state causes of action. An amended complaint is scheduled to be filed on
December 7, 2007.
On December 6, 2006, Stephen Lassak, our former Chief Financial Officer of American Defense Systems, Inc. commenced
action against the Company for wrongful termination in the Eastern District of Ohio. The matter was transferred on defendants motion
to the United States District Court, Eastern District of New York United States District Court for the Eastern District of New York.
Stephen Lassak seeks damages in excess of $500,000.00 inclusive of interest. Initial discovery has been exchanged. Depositions of
Stephen Lassak and American Defense Systems, Inc. Chief Executive Officer Anthony J. Piscitelli have been conducted; however each
litigant reserved the right to continue their respective depositions at a later date. The parties had agreed to review non-binding mediation
but no mediation has been scheduled.
Item 9. Market Price of and Dividends on the Registrants Common Equity and Related
Stockholder Matters
Market Price
Prior to this registration there has not been a public trading market for our common stock.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock and do not expect to pay any cash dividends for the
foreseeable future. We intend to retain future earnings, if any, in the operation and expansion of our business. In addition, the terms of
our credit facility limit our ability to pay dividends. Any future determination to pay cash dividends will be made at the discretion of
our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our
board of directors deems relevant. Investors should not purchase our common stock with the expectation of receiving cash dividends.
54
Stockholder Matters
As of December 7, 2007, a total of 39,076,450 shares of common stock were outstanding and held of record by 545 persons.
As of December 31, 2006 the following equity securities of the company are authorized for issuance, aggregated as follows,
pursuant to the companys Equity Compensation Plans.
Equity Compensation Plan Information
Number of
securities to be
Number of securities
issued upon
Plan Category
remaining available for
exercise of
Weighted-average
future issuance under
outstanding
exercise price of
equity compensation plans
options, warrants
outstanding options,
(excluding securities
and rights
warrants and rights
reflected in column(a)
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total

808,462 $
808,462 $

1.00/share
1.00/share

Item 10. Recent Sales of Unregistered Securities
The following is a summary of transactions by our company within the past three years involving sales of its securities that
were not registered under the Securities Act of 1933 (or Securities Act).
On February 1, 2005, we commenced a private placement of a maximum of 10,000,000 shares of our common stock to
accredited investors at $1.00 per share. As part of such offering, beginning on July 5, 2005, we provided subscribers to the private
placement with warrants to purchase one share of common stock, exercisable at $1.00 per share, for each two shares of common stock
previously purchased in the private placement. We completed the offering on September 27, 2005 and received gross proceeds of
$5,557,900 from the sale of 5,557,900 shares of our common stock. After payment of placement agent fees of $555,790 and other fees,
we received net proceeds of $5,001,135 from the private placement. In connection with the private placement, we issued 277,895
shares of our common stock and warrants to purchase 555,790 shares of our common stock at an exercise price of $1.10 per share,
which warrants expire on June 30, 2010.
During 2006, holders of the warrants issued in the above private placement exercised warrants to purchase a total of 1,791,750
shares of our common stock. The remaining warrants issued in the private placement expired on various dates in 2006. After payment
of placement agent fees of $52,627.50 and warrants to purchase 179,175 shares of our common stock at an exercise price of $1.10 per
share and expiring on June 30, 2010, we received net proceeds of $1,739,122.50 from the exercise of the warrants.
With respect to the sales of our common stock described above, we relied on the exemption provided by Section 4(6) of the
Securities Act and Regulation D promulgated thereunder. The purchasers of securities are accredited investors and acquired securities
for their own account for investment purposes only and not for resale unless registered under the Securities Act or pursuant an
exemption from such registration.
(c) Other Issuances of Common Stock
(1)
On August 16, 2005, we issued 1,334,030 shares of our common stock to one of our consultants for services
rendered.
55
(2)
On August 16, 2005, we issued 50,000 shares of our common stock to one of our employees for accepting the
(3)
On August 22, 2005, we issued 50,000 shares of our common stock to one of our employees for accepting the
(4)
On September 28,2005, we issued 25,000 shares of our common stock to one of our employees for services
(5)
On November 16, 2005, we issued 25,000 shares of our common stock to one of our employees for services
(6)
On February 20, 2006, we issued 7,000 shares of our common stock to one of our contractors for services
(7)
On February 20, 2006, we issued 25,000 shares of our common stock to one of our employees for services
job offer.
job offer.
rendered.
rendered.
rendered.
rendered.
(8) On February 21, 2006, we issued an aggregate of 90,000 shares of our common stock to certain of our
employees for services rendered.
(9) On March 1, 2006, we issued an aggregate of 100,000 shares of our common stock to certain of our employees
for services rendered.
(10) On February 8, 2007, we issued an aggregate of 260,000 shares of our common stock to certain of our
employees for services rendered.
(11) On April 4, 2007, we issued 10,000 shares of our common stock to one of our contractors for services
rendered.
(12) On April 26, 2007, we issued an aggregate of 200,000 shares of our common stock to certain of our employees
for services rendered.
The foregoing grants, and our issuances of common stock upon exercise thereunder, if applicable, were exempt from
registration under the Securities Act, pursuant to Rule 701 thereof, on the basis that the transactions were pursuant to compensatory
benefit plans and contracts relating to compensation as provided under Rule 701, and or Section 4(2) as transactions by an issuer not
involving a public offering.
(d) 2007 Incentive Compensation Plan. We granted Non-Qualified Stock Option awards covering an aggregate of 1,645,000
shares of common stock pursuant to our 2007 Incentive Compensation Plan described under the heading Equity Compensation Plan
above. The exercise price for each option is $2.00 per share and each option vests at a rate of 20% per year, beginning on the first
anniversary of the date of grant. Each of the stock option awards is to be made in reliance upon the exemption from the registration
provisions of the Securities Act set forth in Rule 701in that the securities were offered and sold either pursuant to written compensatory
benefit plans or contracts relating to compensation.
Item 11. Description of Registrants Securities to be Registered
The following description of our common stock, preferred stock, warrants and the relevant provisions of our amended and
restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to these documents.
Forms of these documents have been filed with the Securities and Exchange Commission as exhibits to our registration statement.
56
We intend to apply to list our common stock on the American Stock Exchange (AMEX) simultaneously with the registration
of our common stock with the SEC. At December 7, 2007, our authorized capital stock consists of 100,000,000 shares of common stock,
par value $.001 per share, of which 39,076,450 shares are issued and outstanding and 5,000,000 shares of preferred stock, par value $.001
per share, all of which are unissued.
Common Stock
As of December 7, 2007, there were 39,076,450 shares of common stock outstanding. Holders of common stock are entitled to one vote
per share on matters submitted to a vote of stockholders. Holders of common stock do not have cumulative voting rights. Holders of the
common stock are entitled to receive dividends as may be declared from time to time by our board of directors out of funds legally
available for the payment of dividends, subject to the preferences that apply to any outstanding preferred stock. See Dividend Policy.
Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after
payment of liabilities and after giving effect to the liquidation preference of any outstanding preferred stock. The common stock has no
preemptive or conversion rights and no additional subscription rights. There are no redemption or sinking fund provisions applicable to
the common stock. All outstanding shares of common stock are fully paid and nonassessable.
Preferred Stock
As of December 14, 2007, we have not issued any shares of preferred stock. Our board of directors is authorized, without stockholder
action, to designate and issue from time to time shares of preferred stock in one or more series. The board of directors may designate the
price, rights, preferences and privileges of the shares of each series of preferred stock, which may be greater than the rights of the common
stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of common stock
until the board of directors determines the specific rights of the preferred stock. However, possible effects of issuing preferred stock with
voting and conversion rights include:
· restricting dividends on common stock;
· diluting the voting power of common stock;
· impairing the liquidation rights of the common stock;
· delaying or preventing a change of control of us without stockholder action; and
· harming the market price of common stock.
Warrants
In connection with a 2005 private placement, we issued to our financial advisor in that transaction warrants to purchase an aggregate of
734,965 shares of our common stock. Each warrant entitles the holder to purchase one share of our common stock at an exercise price of
$1.10 per share, subject to adjustment as discussed below. The warrants expire on June 30, 2010.
The exercise price and number of shares of common stock issuable on exercise of the warrants will be proportionately adjusted in the
event of a stock dividend or split, or our recapitalization, reorganization, merger or consolidation or similar event. In addition, the number
and type of securities issuable upon conversion of the warrants are subject to adjustment upon a merger, consolidation, sale of substantially
all assets, tender offer or reclassification of or with respect to our company.
57
The warrants also contain provisions that protect the holder against subsequent issuances of common stock or common stock
equivalents at a price less than the exercise price. In the event of such issuance, the exercise price of the warrant will be reduced to such
lower issuance price and the number of shares that may be purchased upon exercise of the warrants will equal in the aggregate the quotient
of the total exercise price before the adjustment divided by the new exercise price. The foregoing adjustment does not apply to stock
options granted to our employees, securities issued pursuant to any stock option plan, securities issued to our officers or directors, or any
securities issued in a merger or acquisition of another entity or convertible securities issued prior to the date of the warrant. As of December
7, 2007, the exercise price of the warrants is $1.00 per share and the total number of shares of our common stock for which the warrants
may be exercised equals 808,462.
The warrant holders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their
warrants and receive shares of common stock.
Anti-Takeover Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and Delaware Law
Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law. In general, these
provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of
three years following the date that the stockholder became an interested stockholder, unless the transaction in which the person became
an interested stockholder is approved in a manner presented in Section 203 of the Delaware General Corporation Law. Generally, a
business combination is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In
general, an interested stockholder is a person who, together with affiliates and employees, owns, or within three years, did own, 15%
or more of a corporations voting stock.
We intend to amend and restate our certificate of incorporation and bylaws upon the effectiveness of this registration statement. Our
amended and restated certificate of incorporation and bylaws will contain provisions described below.
Classified board of directors
Our certificate of incorporation will divide our board of directors into three staggered classes (also referred to as a classified
board), in which one-third of the directors is elected each year such that each director serves a three-year term. As a results a portion of
our board of directors will be elected each year, making it difficult for a potential acquiror (which may even be a majority stockholder)
to gain control of our board of directors in less than two years.
Stockholder removal of directors only For Cause and with super-majority vote
Our certificate of incorporation will require a 66 2/3% majority vote of stockholders for the removal of directors, and such removal
shall be only for cause.
Stockholder limitations on filling vacancies
Our certificate of incorporation will eliminate the ability of stockholders to fill vacancies on our board of directors and gives the
board the exclusive right to fill vacancies.
Issuance of preferred stock
Our board of directors, without stockholder approval, will have authority under our certificate of incorporation to issue preferred
stock with rights superior to the rights of the holders of common stock. As a result, preferred stock could be issued quickly and easily,
could adversely affect the rights of holders of common stock, and could be issued with terms calculated to delay or prevent a change of
control or make removal of management more difficult.
Requirements for advance notification of stockholder nominations and proposals
Our bylaws will contain 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 the board of directors or a committee thereof. Our bylaws
will also specify certain requirements as to the form and content of a stockholders notice. These provisions may preclude our
stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual
meeting or a special meeting of stockholders.
58
Stockholder meetings
Our certificate of incorporation and bylaws will provide that our stockholders may not call a special meeting. Only the board of
directors or the President may call special meetings of stockholders.
Amendment of bylaws
Our bylaws will provide that stockholders can amend the bylaws or specified provisions in the certificate of
incorporation only upon the affirmative vote of the holders of a 66-2/3% majority of the outstanding shares of the capital stock then
entitled to vote, voting together as a single class.
The above provisions to be included in our amended and restated certificate of incorporation and our amended and restated bylaws
are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies
formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of
control of our company. These provisions also are designed to reduce our vulnerability to an unsolicited proposal for a takeover of us
that does not contemplate the acquisition of all of our outstanding shares or an unsolicited proposal for the restructuring or sale of all or
part of our company. These provisions, however, could discourage potential acquisition proposals and could delay or prevent a change
in control of us. They may also have the effect of preventing changes in our management.
Transfer Agent And Registrar
As of the date of this registration statement, we do not have a transfer agent and registrar for our common stock. We intend to
engage such a transfer agent and registrar prior to the effectiveness of this registration statement.
Item 12. Indemnification of Directors and Officers
Limitation of Liability
Our amended and restated certificate of incorporation will provide that our directors will not be personally liable to us or our
stockholders for monetary damages resulting from a breach of fiduciary duty, to the maximum extent permitted by Delaware law. Under
Delaware law, directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as
directors, except for:
· any breach of the duty of loyalty to the corporation or its stockholders;
· acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
· unlawful payments of dividends or unlawful stock repurchases or redemptions; or
· any transaction from which the director derived an improper personal benefit.
This limitation of liability does not apply to non-monetary remedies that may be available, such as injunctive relief or rescission, nor
does it relieve our officers and directors from complying with federal or state securities laws.
Indemnification
Our amended and restated certificate of incorporation will provide that we shall indemnify our directors and executive officers, and
may indemnify our other corporate agents, to the fullest extent permitted by law. An executive officer or director shall not be entitled to
indemnification if:
· The executive officer or director did not act in good faith and in a manner reasonably believed to be in, or not opposed to our best
interests; or
59
· The executive officer or director is subject to criminal action or proceedings and had reasonable cause to believe the conduct was
unlawful.
These limitation of liability and indemnification provisions may discourage a stockholder from bringing a lawsuit against directors
for breach of their fiduciary duties. The provisions may also reduce the likelihood of derivative litigation against directors and officers,
even though an action, if successful, might benefit us and our stockholders. A stockholders investment may be adversely affected to
the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these limitation of liability and
indemnification provisions.
Item 13. Financial Statements and Supplementary Data
See Index to Financial Statements on page F-1.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
Exhibit
Numbers
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
Exhibits
Amended and Restated Certificate of Incorporation (to be filed by amendment)
Amended and Restated Bylaws (to be filed by amendment)
Form of common stock certificate
Form of warrant
Agreement of Lease, dated 9/23/2004, between the Registrant and Industrial
Management LLC (to be filed by admendment)
Amendment to Lease, dated 5/31/2006, between the Registrant and Industrial
Management LLC (to be filed by admendment)
Second Amendment to Lease dated 2/1/2007, between the Registrant and
Industrial Management LLC (to be filed by admendment)
Contract between the Registrant and Marine Corps Systems Command dated 2/15/07, as
amended by the Modification of Contract, dated 9/17/2007
Contract between the Registrant and the U.S. Army Tank and Automotive Command, Life
Cycle Management Command, dated 10/7/2005, as amended
Contract between the Registrant and NAVFAC Southwest Specialty Center Contracts Core,
dated 6/7/2007, as amended
Employment Agreement with Anthony J. Piscitelli dated 1/1/2007
Employment Agreement with Gary Sidorsky dated 1/1/2007
Employment Agreement with John Rutledge dated 1/1/2007
10.11
10.12
10.13
10.14
10.15
10.16
21
Employment Agreement with Curtis Taufman dated 1/1/2007
Director Agreement with Thomas J. Berthel, dated 7/23/2007
Consulting Services Agreement with Thomas J. Berthel, dated 7/31/2007
Agreement between the Registrant and Stifel, Nicolaus & Company, Inc., dated 8/29/2006
Agreement between the Registrant and Action Group (to be filed by amendment)
2007 Incentive Compensation Plan
Subsidiaries of Registrant
60
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 14, 2007
By: /s/ Anthony J. Piscitelli
Anthony J. Piscitelli, Chairman and
Chief Executive Officer
61
AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets as of December 31, 2005 and 2006 and September 30, 2006
and 2007 (unaudited)
F-3
Consolidated Statements of Operations for each of the three years in the period ended
December 31, 2006 and the nine months ended September 30, 2006
and 2007 (unaudited)
F-4
Consolidated Statements of Changes in Shareholders Equity for each of the three years
in the period ended December 31, 2006 and the nine months ended September 30,
2007 (unaudited)
F-5
Consolidated Statements of Cash Flows for each of the three years in the period ended
December 31, 2006 and the nine months ended September 30, 2006 and
2007 (unaudited)
F-6
Notes to Consolidated Financial Statements
F-7
F-1
Report of Independent Registered Public Accounting Firm
Board of Directors
American Defense Systems, Inc. and Subsidiary
We have audited the accompanying consolidated balance sheet of American Defense Systems, Inc. and Subsidiary (the Company) as
of December 31, 2006 and 2005 and the related consolidated statements of operations, stockholders equity and cash flows for the
years ended December 31, 2006, 2005 and 2004. These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
American Defense Systems, Inc. and Subsidiary as of December 31, 2006 and 2005, and the results of its operations and its cash flows
for the years ended December 31, 2006, 2005 and 2004, in conformity with accounting principles generally accepted in the United
States of America.
/s/ Jewett, Schwartz, Wolfe and Associates
Hollywood, Florida
April 6, 2007
F-2
AMERICAN DEFENSE SYSTEMS, INC
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
Audited
Unaudited
December 31,
December 31,
December 31,
September 30,
September 30,
2006
2005
2004
2007
2006
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventory
Prepaid expenses and other current assets
Costs in excess of billings on uncompleted
contracts
Deferred tax asset, net
Deposits
$
4,951,302
216,101
4,282,618
354,429
368,515
$
1,462,915
534,313
79,400
TOTAL CURRENT ASSETS
12,249,593
Property and equipment, net
Investment in affiliate
$
510,135

47,300
$
699,158
98,000
TOTAL ASSETS
2,253,710
208,000
1,282,342
365,382
61,423
4,728,292
$
429,969
208,880
1,449,075

145,990
193,875
52,072
$
2,060,550

5,254,295
336,379
1,471,414
$
4,829,516
215,277
3,704,130
353,704
160,523
369,226

50,029
4,185,928
534,313
433,150
1,349,264

79,400
2,260,267
14,276,029
10,691,814
117,373

1,063,572
138,000
615,019
58,000
$ 15,477,601
$ 11,364,833
$
$
$ 13,046,751
$
5,367,141
$
2,377,640
$
$
1,121,226
189,146

$
710,991
882,050
82,637
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable
Accrued expenses
Current portion of long term debt
Billings in excess of costs on uncompleted
contracts
Deferred tax liability
TOTAL CURRENT LIABILITIES
Long term liabilities
TOTAL LIABILITIES
Commitments and contingencies
3,431,632
579,261
21,838
2,331,796
1,639,617
150,793
1,821,073
1,804,916
22,550

123,009

96,485

0

4,032,731
1,433,381
1,772,163
4,122,206
3,648,539
8,008

19,741

13,709
4,040,739
1,433,381
1,791,904
4,122,206
3,662,248

SHAREHOLDERS' EQUITY
Preferred stock, 5,000,000 shares at $.0001
par value authorized, no shares issued and
outstanding
Common stock, 100,000,000 shares at
$0.0001 par value authorized, 38,572,575,
38,312,575 and 29,713,045 shares issued
and outstanding at December 31, 2006,
2005 and 2004 and 38,572,575 and
38,312,575 shares issued and outstanding
at September 30, 2007 and 2006
Additional paid-in capital
Retained earnings (accumulated deficit)
48,313
9,113,697
(155,998 )
46,299
7,155,713
(3,268,252 )
TOTAL SHAREHOLDERS' EQUITY
9,006,012
3,933,760
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY
$ 13,046,751

$
5,367,141
39,713
1,709,189
(1,163,166 )
$

48,573
9,373,437
1,933,385
48,300
9,101,585
(1,447,300 )
585,736
11,355,395
7,702,585
2,377,640
$ 15,477,601
$ 11,364,833
The accompanying notes are an integral part of these financial statements
F-3
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended
For the nine months ended
December 31,
September 30,
2006
2005
2004
2007
2006
(Unaudited)
Revenues
Cost of Sales
GROSS PROFIT
OPERATING EXPENSES
General and administrative
Marketing
Research and development
Depreciation
INCOME FROM OPERATIONS
OTHER INCOME (EXPENSES)
Settlement of litigation
Other income and (expense)
$ 25,252,994
17,515,486
$
4,840,380
3,510,857
$
6,171,334
4,458,704
$ 24,100,012
14,205,381
$ 19,406,599
14,282,472
7,737,508
1,329,523
1,712,630
9,894,631
5,124,127
4,163,113
566,417
121,207
230,052
2,567,197
471,284
278,747
83,799
1,443,624
344,625
141,853
24,905
4,777,570
1,661,576
418,809
277,712
2,812,075
304,878
89,105
161,542
5,080,789
3,401,027
1,955,007
7,135,667
3,367,600
2,656,719
(2,071,504 )
2,758,964
1,756,527
(179,300 )

35,000
19,407
(242,377 )
(78,583 )
(1,509 )
(178,450 )
1,780
5,700
6,399
Interest expense
Financing Charge
Factoring fees
Interest income
Income (loss) on disposal of fixed assets
NET INCOME BEFORE TAXES
(16,561 )

118,033
(950 )
31,192

(60,818 )
8,801
207,755

91,556
(5,996 )
1,397
(47,394 )

91,871

(11,663 )

64,938
(950 )
(78,778 )
33,582
214,620
(132,193 )
64,424
2,577,941
Income taxes
(2,105,086 )
(534,313 )
NET INCOME
$
Weighted average common
shares outstanding -basic and diluted
EARNINGS PER SHARE - basic and diluted
$
0
3,112,254
$ (2,105,086 ) $
37,163,434
33,237,705
0.08
(456,997 )
0
(456,997 ) $
1,820,951
536,358

2,089,383
23,672,000
(0.06 ) $
$
2,626,771
$
48,572,575
(0.02 ) $
0.04
1,820,951
48,312,575
$
0.04
F-4
AMERICAN DEFENSE SYSTEMS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Retained
Common Stock
1,000,000,000 shares authorized
BALANCE - DECEMBER 31, 2004 (Audited)
Issuance of shares for partial conversion
of note payable
Issuance of shares to employees for
compensation
Issuance of shares to settle litigation
Shares issued in private offering
Issuance of warrants
Net loss
BALANCE - DECEMBER 31, 2005 (Audited)
compensation
Additional
Earnings
Shares
Par Value
Paid-in
(Accumulated
Issued
$.0001 per share
Capital
Deficit)
Total
29,713,405
39,713
1,709,189
600,000
600
300,400

301,000
125,000
25,000
5,835,795

125
25
5,836

124,875
24,975
4,665,799
330,475

125,000
25,000
4,671,635
330,475

36,299,200
215,000
$
46,299 $ 7,155,713
215
214,785
(1,163,166 ) $
(2,105,086 )
$
(3,268,252 ) $

585,736
(2,105,086 )
3,933,760
215,000
service
Excercise of purchase warrants, net of
commissions and other fees of $53,370
Net income
BALANCE - DECEMBER 31, 2006
(Audited)
7,000
7
6,993

7,000
1,791,375
1,792
1,736,206

1,737,998

3,112,254
3,112,254
38,312,575
compensation
48,313 $ 9,113,697
$
(155,998 ) $
9,006,012
260,000
260
259,740

260,000

2,089,383
2,089,383
Net income
BALANCE - SEPTEMBER 30, 2007
(Unaudited)
$
38,572,575
$
48,573 $ 9,373,437
$
1,933,385
$
11,355,395
F-5
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net income
Audited
Unaudited
For the years ended
For the nine months ended
December 31,
December 31,
December 31,
2006
2005
2004
$ 3,112,254
Adjustments to reconcile net income to net cash
provided by operating activities:
Common stock issued in lieu of
compensation and services
Loss on disposal of fixed assets
Depreciation and amortization
Decrease in inventory valuation
Changes in operating assets and liabilities:
Restricted Cash
Accounts receivable
Inventories
Deposits and other assets
215,000
950
230,052

(7,221 )
(3,000,276 )
10,941
(79,400 )
$ (2,105,086 ) $
151,000
8,801
83,799
19,748
(208,880 )
(1,136,352 )
(191,255 )

(456,997 ) $
September 30,
2007
2006
2,089,383
$ 1,820,951
129,100
1,397
24,905

260,000

277,712

215,000

161,452

(27,944 )
(193,875 )

216,101
(971,677 )
18,050
(353,750 )
(6,397 )
(2,421,788 )
11,678
(32,100 )
Cost in excess of billing on uncompleted
contracts
Prepaid expenses and other assets
Deferred tax asset
Investment in affiliate
Accounts payable and accrued expenses
Accrued liabilities
Billing in excess of cost on uncompleted
contracts
(952,780 )
(259,792 )
(3,006,058 )
(98,000 )
2,121,260
579,261
2,471,745
(123,009 )
Net cash provided by (used in) operating
activities
1,214,927
(140,908 )
(9,351 )

325,004
20,681

(367,541 )
(52,072 )

527,178
(256,155 )

26,524
(15,899 )
(2,723,013 )
(1,102,899 )

(40,000 )
(1,099,836 )
1,060,356

(839,129 )
(99,100 )

(58,000 )
699,847
1,615,770

(123,009 )

(3,156,275 )
(687,903 )
(2,369,573 )
(500,179 )

(405,197 )
2,729
(113,136 )
(50,029 )
(642,126 )

(346,502 )

(500,179 )
(402,468 )
(163,165 )
(642,126 )
(346,502 )
29,846

1,744,998

(430,732 )
5,002,110
833,447
(112,715 )
1,555,802
140,859
(19,912 )

36,259

1,732,873
Net cash provided by financing activities
1,774,844
4,571,378
2,276,534
120,947
1,769,132
NET INCREASE (DECREASE) IN CASH
2,489,592
1,012,635
1,425,466
CASH AT BEGINNING OF YEAR
2,461,710
1,449,075
23,609
Cash flows (used in) investing activities:
Purchase of equipment
Security deposits
Net cash (used in) investing activities
Cash flows from financing activities:
Proceeds from notes payable
Repayments of short term financing
Proceeds from sale of common stock
CASH AT END OF PERIOD
Supplemental disclosure of cash flow information:
Cash paid during the year for interest
Cash paid for taxes
Supplemental disclosure of non-cash financing
activities
Shares issued in lieu of compensation
945,175
(2,890,752 )
2,367,805
4,951,302
2,461,711
$ 4,829,516
$ 4,951,302
$
2,461,710
$ 1,449,075
$
2,060,550
$
11,663
$
31,192
207,755
$
47,394
$
11,663
$

$

$
215,000
$
151,000
$
129,100
$
260,000
$
215,000
F-6
AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of PresentationOn May 1, 2003, the stockholder of A. J. Piscitelli & Associates, Inc. exchanged all his issued and outstanding
shares for shares of American Defense Systems, Inc. (the Company). American Defense Systems, Inc. was incorporated under the
laws of the State of Delaware on December 6, 2002. The exchange was accounted for as a recapitalization of the Company, wherein the
stockholder retained all the outstanding stock of American Defense Systems, Inc. At the time of the acquisition American Defense
Systems, Inc. was substantially inactive.
Nature of BusinessThe Company and its subsidiary design and supply transparent and opaque armor solutions for both military and
commercial applications. These products, sold under Vista trademarks, are used in transport and fighting vehicles, construction
equipment, sea craft and various fixed structures which require ballistic and blast attenuation. The Company also develops solutions,
integrates and installs detention and security hardware, entry control and monitoring systems, intrusion detection systems, and security
glass. In addition, the Company provides engineering and consulting services to the detention and security industry. The primary
customers of the Company are United States government agencies, general contractors who have contracts with governmental entities,
and private industry.
Interim Financial StatementsThe interim financial statements presented herein are unaudited and have been prepared pursuant to the
rules and regulations of the US Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction
with the Companys audited financial statements, notes and accounting policies included in the Companys annual report ended
December 31, 2006. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are
necessary to provide for a fair presentation of financial position as of September 30, 2007 and 2006 and the related operating results and
cash flows for the interim period presented have been made. The results of operations, for the period presented are not necessarily
indicative of the results to be expected for the year.
Principles of Consolidation The consolidated financial statements include the accounts of American Defense Systems, Inc. and its
wholly-owned subsidiary, A.J Piscitelli & Associates, Inc. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of EstimatesThe preparation of financial statements and related disclosures in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Estimates are used for revenue recognition, income taxes and accrued
liabilities among others. Actual results could differ materially from those estimates.
Significant estimates for all periods presented include cost in excess of billings and accrued contingency losses in connection with
litigation.
F-7
Cash and Cash EquivalentsThe Company considers all highly liquid investments with maturities of three months or less at the time
of purchase to be cash equivalents.
Restricted cash Restricted cash represents a balance held in escrow against accounts payable that are being disputed, which has been
settled during 2007. The balances at December 31, 2006, 2005 and 2004 were approximately $216,000, $208,000 and $0,
respectively. The balances at September 30, 2007 and 2006 were approximately $0 and $216,000.
ConcentrationsCash and cash equivalents are maintained in financial institutions. Deposits held with banks may exceed the amount of
insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk.
The Company received certain of its components from sole suppliers. Additionally, the Company relies on a limited number of contract
manufacturers and suppliers to provide manufacturing services for its products. The inability of any contract manufacturer or supplier to
fulfill supply requirements of the Company could materially impact future operating results.
During 2007, 2006, 2005 and 2004, the Company derived 99%, 99%, 87% and 96%, respectively, of its revenues from various U. S.
government entities.
InventoriesInventories are stated at the lower of cost or market, with cost determined using the first-in, first-out method. The
Company recognized a valuation loss of $19,748 on vehicles held for resale for the year ended December 31, 2005. There were no
other valuation losses recognized for the years ended December 31, 2006 or 2004 or for the nine months ended September 30, 2007 or
2006.
EquipmentEquipment is stated at cost less accumulated depreciation. Depreciation is provided using a straight-line method over an
estimated useful life of three to five years. Expenditures for repairs and maintenance are charged to expense as incurred.
Long-Lived AssetsThe Company reviews long-lived assets and certain identifiable assets related to those assets for impairment
whenever circumstances and situations change, such that there is an indication that the carrying amounts may not be recoverable. If the
undiscounted cash flows of the long-lived assets are less than the carrying amount, their carrying amounts are reduced to fair value, and
an impairment loss is recognized.
Revenue and Cost Recognition The Company recognizes revenue in accordance with the provisions of Staff Accounting Board
(SAB) No. 104, Revenue Recognition, which states that revenue is realized and earned when all of the following criteria are met:
(a) persuasive evidence of the arrangement exists, (b) delivery has occurred or services have been rendered, (c) the sellers price to the
buyer is fixed and determinable and (d) collectibility is reasonably assured. Under this provision, revenue is recognized upon delivery
and acceptance of the order.
The Company recognizes revenues and reports profits from long-term construction contracts, its principal business, under the completed
contract method. These contracts generally extend for
F-8
periods in excess of one year. Contract costs are accumulated as deferred assets and billings and/or cash received are charged to a
deferred revenue account, during the periods of construction, but no revenues, costs or profits are recognized in operations until the
period upon completion of the contract. Costs include direct material, direct labor, and project-related overhead. A contract is
considered complete, when all costs except insignificant items have been incurred, and the installation is operating according to
specifications, or has been accepted by the customer. Corporate general and administrative expenses are charged to the periods as
incurred. Provisions for estimated contract losses, if any, are made in the period that such losses are determined. Claims are included in
revenues when received and claims related to unpaid amounts recorded as accounts payable to subcontractors are included in revenues if
the dispute is resolved to the benefit of the Company.
All costs associated with uncompleted purchase orders under contract are recorded on the balance sheet as a deferred current asset called
Costs in Excess of Billings on Uncompleted Contracts. Upon completion of purchase order, costs are then reclassified from the
balance sheet to the statement of operations as costs of revenue. All billings associated with uncompleted purchase orders under
contract are recorded on the balance sheet as a deferred current liability called Billings in Excess of Costs on Uncompleted
Contracts. Upon completion of the purchase order, all such billings would be reclassified from the balance sheet to the statement of
operations as revenues. Due to the structure of the Companys contracts, billing is not done until the purchase order is complete,
therefore there are no amounts recorded as deferred liabilities as of September 30, 2007 or December 31, 2006. Contract retentions are
included in accounts receivable.
Advertising CostsThe Company expenses all advertising costs as incurred.
Earnings per ShareBasic earnings (loss) per share is computed using the weighted-average number of common shares outstanding
during the period. Diluted net income per share is computed using the weighted-average number of common shares and dilutive
potential common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of
common shares and excludes dilutive potential common shares outstanding, as their effect is anti-dilutive. Dilutive potential common
shares would primarily consist of employee stock options and restricted common stock.
Income TaxesThe Company accounts for income taxes according to Statement of Financial Accounting Standard (SFAS) 109
Accounting for Income Taxes which requires an asset and liability approach to financial accounting for income taxes. Deferred
income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the
change during the period in deferred tax assets and liabilities.
F-9
Fair Value of Financial InstrumentsFair value of certain of the Companys financial instruments including cash and cash
equivalents, accrued compensation, and other accrued liabilities approximate cost because of their short maturities.
Recent accounting pronouncements
Accounting changes and error corrections
In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections
(SFAS 154), which replaces Accounting Principles Board (APB) Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting
Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion No. 28. SFAS 154 provides guidance on the
accounting for and reporting of accounting changes and error corrections, and it establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error.
SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2006. The
Company will adopt SFAS 154 in the first quarter of fiscal year 2007 and does not expect it to have a material impact on its
consolidated results of operations and financial condition.
Fair value measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides guidance for using
fair value to measure assets and liabilities. SFAS 157 addresses the requests from investors for expanded disclosure about the extent to
which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value
measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair
value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and will be adopted by the Company in the first quarter of fiscal year 2009. The
Company is unable at this time to determine the effect that its adoption of SFAS 157 will have on its consolidated results of operations
and financial condition.
Accounting for uncertainty in income taxes
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 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a
tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition. The cumulative effects, if any, of applying
FIN 48 will be recorded as an adjustment to retained earnings as of the beginning of the period of adoption. FIN 48 is effective for fiscal
years beginning after December 15, 2006, and the Company is required to adopt it in the first quarter of fiscal year 2008. The Company
is currently evaluating the effect that the adoption of FIN 48 will have on its consolidated results of operations and financial condition
and is not currently in a position to determine such effects, if any.
F-10
Taxes collected from customer and remitted to governmental authorities
In June 2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-3 (EITF 06-3), How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net
Presentation). EITF 06-3 applies to any tax assessed by a governmental authority that is directly imposed on a revenue producing
transaction between a seller and a customer. EITF 06-3 allows companies to present taxes either gross within revenue and expense or
net. If taxes subject to this issue are significant, a company is required to disclose its accounting policy for presenting taxes and the
amount of such taxes that are recognized on a gross basis. The Company currently presents such taxes net. EITF 06-3 is required to be
adopted during the first quarter of fiscal year 2008. These taxes are currently not material to the Companys consolidated financial
statements.
Accounting for rental costs incurred during a construction period
In September 2006, the FASB issued FASB Staff Position No. FAS 13-1 (As Amended), Accounting for Rental Costs Incurred during
a Construction Period (FAS 13-1). This position requires a company to recognize as rental expense the rental costs associated with a
ground or building operating lease during a construction period, except for costs associated with projects accounted for under SFAS
No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects. FAS 13-1 is effective for reporting periods
beginning after December 15, 2005 and was adopted by the Company in the first quarter of fiscal year 2007. The Companys adoption
of FAS 13-1 did not materially affect its consolidated results of operations and financial position.
Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements
In September 2006, the Securities Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108
provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on
the effects of each on a companys balance sheet and statement of operations and the related financial statement disclosures. Early
application of the guidance in SAB 108 is encouraged in any report for an interim period of the first fiscal year ending after
November 15, 2006, and has been adopted by the Company in the first quarter of fiscal year 2007. The Company does not expect the
adoption of SAB 108 to have a material impact on its consolidated results of operations and financial condition
F-11
FSP FAS 123(R)-5
FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee
compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring
that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in
classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the
award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the
antidilution provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the
same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be
applied in the first reporting period beginning after the date the FSP is posted to the FASB website. The Company does not expect the
adoption of FSP FAS 123(R)-5 to have a material impact on its consolidated results of operations and financial condition.
2.
COSTS IN EXCESS OF BILLINGS (BILLINGS IN EXCESS OF COSTS) ON UNCOMPLETED CONTRACTS AND
CONTRACTS RECEIVABLE
Costs in excess of billings on uncompleted contracts represent accumulated contract costs that exceeded billings and/or cash received on
uncompleted contracts at December 31, 2006.
For the periods presented, the cost in excess of billings on uncompleted contracts consisted of the following:
Audited
Unaudited
For the years
For the nine
ended
months ended
December 31,
September 30,
2006
Uncompleted contract costs
Billings and / or receipts on uncompleted contracts
Cost in excess of billings on uncompleted contracts
2005
2004
2007
2006
$ 1,462,195 $

510,135 $

369,226 $ 4,185,928 $ 1,349,264

$ 1,462,915 $
510,135 $
369,226 $ 4,185,928 $ 1,349,264
F-12
Billings in excess of costs on uncompleted contracts represents billings and/or cash received that exceed accumulated contract costs on
uncompleted contracts at December 31, 2006, 2005, 2004 and for the nine months ended September 30, 2007 and 2006.
2006
Billings and / or receipts on uncompleted contracts
Less: costs on uncompleted contracts
Billings in excess of costs on uncompleted contracts
2005
2004
2007
2006
$

$ 123,009

$
96,485

$

$
$

$

The Company records accounts receivable related to its long-term contracts, based on billings or on amounts due under the contractual
terms. Accounts receivable consist primarily of receivables from completed long-term contracts and progress billings on uncompleted
contracts. Allowance for doubtful accounts is based upon a review of outstanding receivables, historical collection information, and
existing economic conditions. Any amounts considered recoverable under the customers surety bonds are treated as contingent gains
and recognized only when received.
Accounts receivable throughout the year may decrease based on payments received, credits for change orders, or back charges incurred.
At December 31, 2006, 2005 and 2004, the Company had $4,282,618, $1,282,342 and $145,990, respectively, of accounts receivable, of
which the Company considers all to be fully collectible. For the nine months ended September 30, 2007 and 2006, the Company has
$5254,595 and $3,704,130, respectively, all of which the Company considers to be fully collectible.
There was no bad debt expense recorded for the years ended December 31, 2006, 2005 and 2004 or for the nine months ended
September 30, 2007 and 2006.
F-13
3.
PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2006, 2005, 2004 and September 30, 2007 and 2006 consisted of the following:
Audited
Unaudited
For the years
For the nine
ended
months ended
December 31,
September 30,
2006
Leasehold improvements
$
General equipment
Light vehicles and trailers
Firearms
Office equipment
Furniture and fixtures
Construction in progress
Less: accumulated depreciation and amortization
$
254,386
2005
$
9,000
2004
$
2007

$
618,800
2006
$
170,247
203,717
221,246
43,270
258,805
65,340

95,182
115,786
43,270
104,106
37,834
142,646
19,427
42,325
43,270
21,527
18,118
6,987
203,717
221,246
43,270
258,805
65,340
203,717
221,246
43,270
258,805
65,340
1,046,764
547,824
151,654
1,411,178
962,625
347,606
117,855
34,281
347,606
347,606
117,373
$ 1,063,572
699,158
$
429,969
$
$
615,019
For the years ended December 31, 2006, 2005 and 2004, the Company recorded $161,452, $83,799 and $24,905 in depreciation and
amortization expense, respectively. For the nine months ended September 30, 2007 and 2006, the Company recorded $277,712 and
$161,452 in expense, respectively.
The Company maintains its firearms under the custodianship of an individual in accordance with New York State law. The firearms are
used for testing and demonstrating the effectiveness of the Companys bullet resistant and blast mitigation products.
4.
COMMITMENTS AND CONTINGENCIES
Legal ProceedingsIn late 2001 an action was commenced in the New York State Supreme Court in and for the County of Rockland
entitled Globe Amerada Glass Co. v. A.J. Piscitelli, Inc., Index No. 5652/01. This action was commenced against the Company for
alleged non-payment for materials furnished to the Company in the approximate amount of $9,200. The basis of the Companys defense
is the issuance of a release from a successor-in-interest to the business of the plaintiff and payment. There is no certainty regarding the
results of a probable outcome. The Company elected to accrue the entire potential contingency loss in accordance with SFAS No. 5
Accounting for Contingencies. The case was settled for $3,500 on February 21, 2006.
F-14
On January 20, 2005 a lawsuit was filed against the Company in the New York State Supreme Court entitled Weguardyou.com, Inc. v.
American Defense Systems, Inc., Index No. 05-939. This action was commenced against the Company for alleged non-payment of work
and materials furnished to the Company in the approximate amount of $32,250. The Company has accrued $23,000 for payment for fees
and services rendered by the plaintiff. The Companys position is that the work and materials were not performed in a timely fashion
and thus resulted in additional expenses to the Company which should be offset against any payment to the plaintiff. There is no
certainty regarding the results of a probable outcome. The Company elected to accrue a reasonable potential contingency loss in
accordance with SFAS No. 5, Accounting for Contingencies. As of the date of the report, such dispute was not resolved.
A subcontractor that performed work for the Company has claimed that the Company owes the subcontractor close to $305,905. The
Company has contended that the subcontractor has over billed for the subcontractors services. No claim has been filed to date and the
Company intends to vigorously defend any pending lawsuit and anticipates a settlement or a satisfactory outcome of this matter. The
Company elected to record the entire potential contingency loss in accordance with SFAS No. 5 Accounting for Contingencies. As an
inducement to the subcontractor and to settle any bonding or trust issues the Company has placed into a joint escrow account $216,101
which will be disbursed upon a settlement agreement or an arbitration agreement. Subsequent to December 31, 2006, a settlement has
been released providing for the release of the funds held in escrow plus an additional $120,000, which was reserved in the prior year.
An independent contractor who was contracted to provide business and financial advice claims that such contractor was owed $40,000
and up to two million shares as compensation. The Company has reached a tentative settlement agreement which requires the payment
of $50,000 and the issuance of 25,000 restricted shares of the Companys common stock. This settlement was recorded during the year
ended December 31, 2005 and was finalized February 10, 2006.
During 2006, a subcontractor alleged that they were owed in excess of $300,000 for the production of tiles under a specific contract and
for future needs. The Company counterclaims that it incurred extra costs associated with the subcontractors failure to deliver such tiles
in a timely fashion. These counterclaims exceed $190,000. This case was ultimately settled in 2007 for $115,000. This amount has
been reserved in full by the Company as litigation settlement expense as of December 31, 2006.
In November 2006, the Company terminated its CFO for cause and offered a separation agreement of approximately $70,000, which has
been reserved as of December 31, 2006. In December 2006, the former CFO filed a lawsuit against the Company for breach of an
employment contract. The Company intends to vigorously defend any pending lawsuit and anticipates a settlement or a satisfactory
outcome of this matter.
F-15
Operating LeasesThe Company occasionally rents various storage facilities and equipment from unrelated parties for in-progress
jobs. The Company rents these items on a short-term basis.
For the years ended December 31, 2006, 2005 and 2004 the Company incurred rent expense for its short-term rentals of $122,801 and
$108,316, respectively.
The Company entered into a five-year lease commencing on September 23, 2004 for corporate offices, R&D center, and warehouse
facility. This lease was amended in January 2007 to include the rental of additional space. This amendment extends the existing lease
through September 2011. Future minimum rental commitments for the years ended December 31 are as follows:
2007
2008
2009
2010
2011
$
879,959
940,781
969,004
998,074
765,273
Total
$
4,553,091
Employment AgreementsOn March 1, 2003 the Company entered into three-year employment agreements with its President and
Chief Financial Officer. On March 15, 2004 the Company entered into an employment agreement with its Chief Operating Officer and
on June 1, 2004 the Company entered into an employment agreement with its Secretary. The employment agreements terminate on
February 28, 2006. Additionally, after February 28, 2006 the employment agreements provide for an annual bonus of an amount not less
2.5% of any increase in net income before extraordinary and non-recurring items and income taxes over the prior fiscal period. The
agreements also provide for the entitlement to participate in the stock option plan, medical insurance benefits, and payments of the termlife insurance and disability insurance premiums for the benefit of the individuals during the term of the agreements.
On November 29, 2004 the Company extended the existing employment agreements for an additional 3 years ending February 28, 2009
under the same terms and conditions. The salaries range from $130,000 to $200,000 per individual.
FinancingAs of September 30, 2007 The Company has access to $15 million dollars of financing with Commerce Bank as follows:
(A) A $3 Million Term Loan Under this loan, the Company pays interest of 2.0% over the libor rate. The balance as of September 30,
2007 is $140,859.
(B) $12 Million Line of Credit This line of credit allows the Company to borrow up to $12 Million dollars, limited to 80 85% of the
total accounts receivable. Under the line of credit, the Company is charged interest at 1.75% over the libor rate. The line of credit
repayment terms are due upon demand.
F-16
5.
STOCKHOLDERS EQUITY
Partial conversion of notes payableDuring 2005, the Company issued 600,000 shares of restricted common stock inconjunction with
note payable agreement and renegotiation. Based on the note renegotiation, these shares were valued at $301,000.
Compensation for servicesDuring the year ended December 31, 2005 the Company issued 125,000 shares of its common stock to
employees in exchange for services, which were valued at $125,000. During the year ended December 31, 2006, the Company issued
7,000 shares in exchange for services valued at $7,000.
Shares issued to settle litigationIn December 2005, 25,000 shares were issued to settle litigation with an independent contractor in
accordance with an agreement finalized in 2006. There were no such shares issued in 2006.
Shares issued in private offeringThrough a private placement memorandum in February 2005, the Company sold a total of 5,557,900
shares of its common stock at an average price of $1.00 per share. In conjunction with this offering, the underwriter was issued
277,895 shares of common stock, valued at $1.00 per share.
WarrantsAs an inducement to the February 2005 private offering, the Company also issued 2,778,950 warrants to purchase stock at
$1.00 per share to these subscribers. These warrants will expire on August 31, 2006. In addition, purchase warrants for up to 555,790
shares of common stock at the purchase price of $1.10 per share were issued to the underwriter. These warrants will expire September 1,
2010.
The following is a summary of stock warrants outstanding at September 30, 2007 and December 31, 2006:
Value if
Warrants
Beginning balance
Issued Private offering
Issued Underwriter
Exercised
Forfeited or expired
Ending balance
3,334,740

(1,235,585 )
(1,543,365 )
555,790
Exercise Price
Exercised

$
1.00
1.00
3,390,319

(1,235,585 )
(1,543,365 )
$
611,369
In accordance with Statement of Financial Accounting Standards (SFAS) No. 123 Accounting for Stock-Based Compensation, and
SFAS No. 148 Accounting for Stock-Based Compensation Transition and Disclosure, the Company accounts for the stock warrants
using the fair value method.
F-17
The Black-Scholes method option pricing model was used to estimate fair value as of the date of grant using the following assumptions:
2005
Risk-Free
Expected volatility
Expected life
3.22%
10 150 20%
1.5 Years 5.5 Years
Expected dividends

Based on the assumptions noted above, the fair market value of the warrants was valued at $330,475, which has been reflected in the
Statement of Stockholders Equity as of December 31, 2005. No value was attributed to warrants in 2006 or 2007.
Preferred stockOn December 30, 2004 a written consent of the director and majority shareholder amended and restated the
Corporations Certificate of Incorporation to authorize 5,000,000 shares of preferred shares, the preferences, privileges, and restrictions
of which will be determined by the Board of Directors.
Shares issued to employeesDuring the year ended December 31, 2006, 215,000 shares were issued to employees for compensation.
These shares were valued at $215,000.
During the nine months ended September 30, 2007, the Company issued 260,000 shares to employees for compensation. These shares
were valued at $260,000.
6.
NOTES PAYABLE
Notes payable to a finance company, due in monthly installments of $2,165, including
principal and interest at 9.24%, collateralized by certain equipment
$ 29,846
Less current portion
(21,838 )
Long term debt expiring in 2008
$
8,008
F-18
7.
INCOME TAXES
The provision (benefit) for income taxes from continued operations for the years ended December 31, 2006, 2005 and 2004 consist
of the following:
2006
Current:
Federal
State
$
2005

$

Deferred:
Federal
State
Benefit from the operating loss carryforward
Benefit for income taxes, net
2004

$

$ (580,581 )
(166,000 )
(707,760 )
(275,240 )
(38,880 )
(15,120 )
(746,581 )
212,268
(983,000 )
983,000
(54,000 )
54,000
$ (534,313 ) $

$

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax
expense is as follows:
2006
Statutory federal income tax rate
Decrease in valuation allowance
State income taxes
Effective tax rate
2005
34.0 %
(40.0 )%
6.0 %
(0 )%
2004
34.0 %
(40.0 )%
6.0 %
(0 )%
34.0 %
(40.0 )%
6.0 %
(0 )%
F-19
Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting
purposes and for tax purposes. The net deferred tax assets and liabilities are comprised of the following:
2006
Deferred income tax asset:
Net operating loss carry-forwards
Accounts payable and
accrued expense
Billing in excess of cost
Valuation allowance
Deferred income tax asset
Deferred income tax liability:
Accounts receivable
Inventory
Prepaid expenses
Cost in excess of billings
Valuation allowance
Deferred income tax liability
2005
$ 1,532,600
$
1,473,458
2004
805,000
$
(445,000 )
(43,000 )
(317,000 )

$ 3,006,058
$
$ 1,713,047
141,772
31,760
585,166

$
$ 2,471,745
$
317,000
191,000
(329,000 )
(33,000 )
171,000
$
(171,000 )
436,000 $
124,000
21,000
174,000
(755,000 )
50,000
66,000
18,000
126,000
(260,000 )

$

The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:
2006
2005
2004
Deferred tax assets
Current
Non-current
Net deferred income tax asset
$ 1,473,458
1,532,600
$

$

$ 3,006,058
$

$

Current
Non-current
Net deferred income
$ 2,471,745

$

$ 2,471,745
$

$

The Company has a net operating loss carryforward of approximately $3,683,000 available to offset future taxable income through
2019.
F-20
The Company has not recorded a valuation allowance at December 31, 2006, as it is expected that the deferred tax assets and liabilities
are expected to be realized. The net change in valuation allowance during the year ended December 31, 2006 resulted in a decrease of
$1,072,000.
The Company currently files its income tax return using the cash-basis of accounting. However, the Company may be required to
change its method of accounting for income tax reporting purposes due to certain thresholds required by the Internal Revenue Service.
8.
EMPLOYEE 401(k) PLAN
The company sponsors the American Defense Systems, Inc. 401 (k) Plan (the Plan) established in December 2004 to provide
retirement benefits for its employees. As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides tax-deferred
salary contributions for eligible employees.
Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Service. Under the Plan
the Company may make discretionary matching contributions. Through September 30, 2007, the Company did not make any matching
contributions, however a catch-up contribution in the amount of approximately $54,000 was made for the year ended December 31,
2006.
9.
SUBSEQUENT EVENT
On November 15, 2007, the Company entered into an Asset Purchase Agreement with Tactical Applications Group (TAG), a North
Carolina based sole proprietorship, and its owner. TAG has a retail establishment that supplies tactical equipment to military and
security personnel. The Company will purchase substantially all of the assets, properties, rights and interests used in or related to the
retail operations of TAG, in accordance with the provisions of the agreement. The estimated purchase price is $2,000,000, which will
be payable as follows:
(a) Five Hundred Thousand Dollars ($500,000) in cash at the Closing
(b) 250,000 shares of the common stock, with a deemed value of $2.00 per share
(c) One Million Dollars ($1,000,000) in cash on January 15, 2008, reduced by specific stipulations in the contract of $400,000,
yielding a net of $600,000 in funds due.
F-21
EXHIBIT INDEX
Exhibit
Index
4.1
4.2
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.16
21
Exhibits
Form of common stock certificate
Form of warrant
Contract between the Registrant and Marine Corps Systems Command dated 2/15/07, as
amended by the Modification of Contract, dated 9/17/2007
Contract between the Registrant and NAVFAC Southwest Specialty Center Contracts Core,
dated 6/7/2007, as amended
Employment Agreement with Anthony J. Piscitelli dated 1/1/2007
Employment Agreement with Gary Sidorsky dated 1/1/2007
Employment Agreement with John Rutledge dated 1/1/2007
Employment Agreement with Curtis Taufman dated 1/1/2007
Director Agreement with Thomas J. Berthel, dated 7/23/2007
Consulting Services Agreement with Thomas J. Berthel, dated 7/31/2007
Agreement between the Registrant and Stifel, Nicolaus & Company, Inc., dated 8/29/2006
2007 Incentive Compensation Plan
Subsidiaries of Registrant
F-22
EXHIBIT 4.1
Restricted (See Reverse)
Number
60;
;
Shares
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
TOTAL AUTHORIZED ISSUE
100,000,000 SHARES PAR VALUE $0.001 EACH
COMMON STOCK
This is to Certify that __________________________________ is the owner of
___________________________________________________________ fully paid andnon-assessable shares of the above Corporation
transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
Witness, the seal of the Corporation and the signatures of its duly authorized officers.
Dated
SECRETARY
PRESIDENT
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM
TEN ENT
JT TEN
UNIF TRANSFERS MIN ACT
as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship and not as tenants in common
________________Custodian______________
(Cust)
(Minor)
under Uniform Transfers to Minors Act___________
(State)
Additional Abbreviations may also be used though not in the above list
For value received, _____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.
Dated:
In presence of
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME ASWRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER
EXHIBIT 4.2
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
To Purchase ______________ Shares of Common Stock of
THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, ______________ an
individual (the Holder), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at
any time on or after the date hereof (the Initial Exercise Date) and on or prior to the close of business on the five year anniversary
of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from American Defense
Systems, Inc., a Delaware corporation (the Company), up to ___________ shares (the Warrant Shares) of Common Stock, par value
$0.001 per share, of the Company (the Common Stock). The purchase price of one share of Common Stock under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1.
Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth
in that certain Engagement Letter (the Agreement), among the Company and BFC.
Section 2.
Exercise.
a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly
executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company
as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the
Company); provided, however,
1
b)
within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have
surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the
shares thereby purchased by wire transfer or cashiers check drawn on a United States bank, or purchased in accordance with subsection
2(d) hereunder.
c)
Exercise Price. The exercise price of the Common Stock under this Warrant shall be $1.10, subject to
adjustment hereunder or the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 2(d), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 2(d) (collectively, the Exercise Price).
d)
Mechanics of Exercise.
i.
Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon
the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this
Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company
covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed.
ii.
Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted
by the transfer agent of the Company to the Holder by crediting the account of the Holders prime broker with
the Depository Trust Company through its Deposit Withdrawal Agent Commission (DWAC) system if the
Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder
in the Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form,
surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (Warrant Share Delivery
Date). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the
Company. The Warrant Shares shall be deemed to have been issued,
2
and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of
such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise
Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance of such
shares, have been paid.
iii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company
shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iv.
Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder a certificate or
certificates representing the Warrant Shares pursuant to this Section 2(e)(iv) by the Warrant Share Delivery Date, then the
Holder will have the right to rescind such exercise.
v.
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other
rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or
certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a Buy-In),
then the Company shall (1) pay in cash to the Holder the amount by which
(x) the Holders total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was
required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving
rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant
and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required
to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in
3
respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Nothing herein shall limit a Holders right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Companys failure
to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the
terms hereof.
vi.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or $1.10.
vii.
Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the
Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such
name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to
be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
viii.
Closing of Books. The Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms hereof.
e)
Cashless Exercise. This Warrant may also be exercised at such time by means of a cashless exercise in which
the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:
(A)
= the average Closing Price on the previous five trading days immediately preceding the date of such election or, if
there is no Closing Price, the fair market value of the common stock as determined in good faith by the Board of
Directors of the Company;
(B)
= the Exercise Price of this Warrant, as adjusted; and
4
(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by
means of a cash exercise rather than a cashless exercise.
Section 3.
Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock
dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by
the Company pursuant to this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C)
combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or
(D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of
Common Stock outstanding after such event and the number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.
b)
Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is
outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of
or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock
Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise
Price (such lower price, the Base Share Price and such issuances collectively, a Dilutive Issuance), as adjusted hereunder (if the
holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per
share which is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per
share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, the
Exercise Price shall be reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased
such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal
to the aggregate Exercise Price prior to such adjustment and the number of Warrant Shares issuable hereunder shall be increased such that
the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the
aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common
Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance
of any Common Stock or Common Stock Equivalents
5
subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price
and other pricing terms (such notice the Dilutive Issuance Notice). For purposes of clarification, whether or not the Company provides a
Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such
Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of
whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. This provision shall not apply to stock options
granted to employees or securities issued pursuant to any stock option plan or securities issued to officers or directors of the Company or
any securities issued pursuant to a merger or acquisition of another entity or convertible securities issued prior to the date herein
(Exempt Issuances).
c)
Pro Rata Distributions. If the Company, at any time prior to the Termination Date, shall distribute to all holders of
Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets or rights or warrants to subscribe for or
purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in each such case the Exercise Price
shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator shall be the Closing Price determined as of the record
date mentioned above, and of which the numerator shall be such Closing Price on such record date less the then per share fair
market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share
of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a
statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.
d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any
merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or
property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the
Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a Fundamental
Transaction), then, upon any subsequent conversion of this Warrant, the Holder shall have the right to receive, for each Warrant
Share that would have been issuable upon such exercise absent such Fundamental Transaction, at the option of the Holder, (a) upon
exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and Alternate Consideration receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to
6
such event or (b) if the Company is acquired in an all cash transaction, cash equal to the value of this Warrant as determined in
accordance with the Black-Scholes option pricing formula (the Alternate Consideration). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a
new warrant consistent with the foregoing provisions and evidencing the Holders right to exercise such warrant into Alternate
Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is affected shall include teens requiring
any such successor or surviving entity to comply with the provisions of this Section 3(d) and insuring that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
e)
Exempt Issuance. Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices
shall be made, paid or issued under this Section 3 in respect of an Exempt Issuance.
f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a
share, as the case may be. The number of shares of Common Stock outstanding at any given time shall not includes shares of
Common Stock owned or held by or for the account of the Company, and the description of any such shares of Common Stock
shall be considered on issue or sale of Common Stock.
g)
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce
the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the
Company.
h)
Notice to Holders.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to this Section 3, the
Company shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment. If the Company issues a variable rate security the Company shall be
deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at
which such securities may be converted or exercised in the case of a Variable Rate Transaction, or the lowest possible
adjustment price in the case of an MFN Transaction.
7
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution)
on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the
Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to
subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the
Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to
which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory
share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each
case, the Company shall cause to be mailed to the Holder at its last addresses as it shall appear upon the Warrant Register of
the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share
exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice and the Holder retains all rights and preferences under
this Warrant. The Holder is entitled to exercise this Warrant during the 20-day period commencing the date of such notice to
the effective date of the event triggering such notice.
Section 4.
Transfer of Warrant.
a)
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in
Sections 5(a) and 4(d) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so
8
assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the
aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may
be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company
for that purpose (the Warrant Register), in the name of the record Holder hereof from time to time. The Company may deem
and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this
Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be
in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be
made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or
transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, a form of
which will be provided by the Company when needed and (iii) that the transferee be an accredited investor as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in
Rule 144A(a) under the Securities Act.
Section 5.
Miscellaneous.
a)
Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws and
Section 4 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the
Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment
Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably
satisfactory to the Company. This investment letter and the investment letter represented in Section 4(d) is a letter making the
appropriate representations (such as an exemption for the transfer under federal securities laws) needed for such transfer under
federal securities laws.
9
b)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or
other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the
aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of
such shares as of the close of business on the later of the date of such surrender or payment.
c)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.
d)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day not a Saturday, Sunday or legal holiday.
e)
Authorized Shares.
The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the
exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which
the Common Stock may be listed.
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant
against
10
impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this
Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
f)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the laws of the State of Iowa.
g)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not
registered, will have restrictions upon resale imposed by state and federal securities laws.
h)
Non waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of
Holder shall operate as a waiver of such right or otherwise prejudice Holders rights, powers or remedies, notwithstanding the fact
that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be
sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys fees, including those of appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or
remedies hereunder.
i)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with the addresses provided by the Company and to the Holder at: Berthel Fisher is 701 Tama
Street, Building B, Marion, Iowa 52302. .
j)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this
Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of
Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
11
k)
Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law would be adequate.
1)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of
Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.
m)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent
of the Company and the Holder.
n)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
o)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.
********************
12
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly
authorized.
Dated:
By:
Name: Anthony J. Piscitelli
Title:
CEO
NOTICE OF EXERCISE
TO: AMERICAN DEFENSE SYSTEMS, INC.
(1) The undersigned hereby elects to purchase_______________________Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.
(i)
Payment shall take the form of lawful money of the United States for a total
____________________; or
(ii) the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula
set forth in subsection 2(d), to exercise this Warrant with respect to the maximum number of Warrant
Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(d).
(2) Please issue a certificate or certificates representing said Warrant Shares in the name of the
undersigned or in such other name as is specified below:
_____________________________
The Warrant Shares shall be delivered to the following:
________________________________
________________________________
________________________________
(4) Accredited Investor. The undersigned is an accredited investor as defined in Regulation D promulgated
under the Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
Name of Investing Entity: ____________________________________________________________________
Signature of Authorized Signatory of Investing Entity:______________________________________________
Name of Authorized Signatory: ________________________________________________________________
Title of Authorized Signatory: _________________________________________________________________
Date: _____________________________________________________________________________________
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to ____________________________________________________________whose address is
___________________________________________________________________________________
___________________________________________________________________________________
Dated:____________________
Holders Signature: ____________________________________________________________
Holders Address: _____________________________________________________________
______________________________________________________________
Signature Guaranteed:_____________________________________________________________________________
NOTE: The signature to this Assignment Fowl must correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and
those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
EXHIBIT 10.4
SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS
1. REQUISITION NUMBER
OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30
2. CONTRACT NO.
3. AWARD/EFFECTIVE DATE
4. ORDER NUMBER
M67854-07-D-5023
5. SOLICITATION NUMBER
6. SOLICITATION ISSUE DATE
M67854-07-R-5023
15-Feb-2007
7. FOR SOLICITATION
a. NAME
b. TELEPHONE NUMBER (No Collect Calls)
8. OFFER DUE DATE/LOCAL TIME
INFORMATION CALL:
RONALD L. DINGLE
703-432-4984
12:00 AM 16 Feb 2007
10. THIS ACQUISITION IS
11. DELIVERY FOR FOB
12. DISCOUNT TERMS
x UNRESTRICTED
DESTINATION UNLESS
Net 30 Days
o SET ASIDE:
BLOCK IS MARKED
9. ISSUED BY
CODE
M67854
MCSC CONTRACTING OFFICES
% FOR
CODE: CT
o SMALL BUSINESS
o SEE SCHEDULE
2200 LESTER STREET
o HUBZONE SMALL BUSINESS
x 13a. THIS CONTRACT IS A RATED ORDER
QUANTICO VA 22134-6050
o 8(A)
UNDER DPAS (15 CFR 700)
13b. RATING
DO-A4
TEL:
NAICS:
14. METHOD OF SOLICITATION
FAX:
SIZE STANDARD:
o RFQ
15. DELIVER TO
CODE
o IFB
x RFP
16. ADMINISTERED BY
CODE S3309A
DCMC GARDEN CITY
SEE SCHEDULE
605 STEWART AVENUE
GARDEN CITY NY 11530-4761
17a.CONTRACTOR/ OFFEROR
CODE 31UG4
AMERICAN DEFENSE SYSTEMS,
18a. PAYMENT WILL BE MADE BY
CODE HQ0337
DFAS-COLUMBUS CENTER
INC
GARY EVANS
DFAS-CO/NORTH ENTITLEMENT OPERATIONS
230 DUFFY AVE., UNIT C
PO BOX 182266
HICKSVILLE NY 11801-3641
COLUMBUS OH 43218-2266
FACILITY
TEL.(703)919-4043
CODE
o 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT
18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK
SUCH ADDRESS IN OFFER
BELOW IS CHECKED o SEE ADDENDUM
19. ITEM NO.
20. SCHEDULE OF SUPPLIES/ SERVICES
21. QUANTITY
22. UNIT
23. UNIT PRICE
SEE SCHEDULE
25. ACCOUNTING AND APPROPRIATION DATA
26. TOTAL AWARD AMOUNT (For Govt. Use Only)
$18,950,176.45 EST
24. AMOUNT
o 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.
ADDENDA
o
ARE o ARE NOT ATTACHED
x 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.
ADDENDA
x
ARE o ARE NOT ATTACHED
28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN
x
2
COPIES
29. AWARD OF CONTRACT: REFERENCE
o
TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER
OFFER DATED
. YOUR OFFER ON SOLICITATION
ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY
(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS
ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS
ACCEPTED AS TO ITEMS:
SPECIFIED HEREIN.
30a. SIGNATURE OF OFFEROR/CONTRACTOR
31a.UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
30b. NAME AND TITLE OF SIGNER
30c. DATE SIGNED
31b. NAME OF CONTRACTING OFFICER
31c. DATE SIGNED
(TYPE OR PRINT)
(TYPE OR PRINT)
TEL:
EMAIL:
AUTHORIZED FOR LOCAL REPRODUCTION
STANDARD FORM 1449 (REV 4/2002)
PREVIOUS EDITION IS NOT USABLE
Prescribed by GSA
1
(CONTINUED)
19. ITEM NO.
20. SCHEDULE OF SUPPLIES/ SERVICES
21. QUANTITY
22. UNIT
23. UNIT PRICE
24. AMOUNT
SEE SCHEDULE
32a. QUANTITY IN COLUMN 21 HAS BEEN
o RECEIVED
o INSPECTED
o ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:
32b. SIGNATURE OF AUTHORIZED GOVERNMENT
32c. DATE
REPRESENTATIVE
32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT
REPRESENTATIVE
32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE
33. SHIP NUMBER
34. VOUCHER NUMBER
35. AMOUNT VERIFIED
36. PAYMENT
37. CHECK NUMBER
CORRECT FOR
o PARTIAL
o FINAL
38. S/R ACCOUNT NUMBER
o COMPLETE o PARTIAL o FINAL
39. S/R VOUCHER NUMBER
40. PAID BY
41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT
41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER
42a. RECEIVED BY (Print)
41c. DATE
42b. RECEIVED AT (Location)
42c. DATE RECD (YY/MM/DD)
AUTHORIZED FOR LOCAL REPRODUCTION
42d. TOTAL CONTAINERS
STANDARD FORM 1449 (REV 4/2002) BACK
PREVIOUS EDITION IS NOT USABLE
Prescribed by GSA
2
Section SF 1449 - CONTINUATION SHEET
MAX
ITEM NO
SUPPLIES/SERVICES
0001
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
All Terrain Crane (ATC)
FFP
Add on Armor (AoA), Crew Protection Kit (CPK). Tractor, Rubber Tired, Articulated
Steering, Multi-Purpose (TRAM). To Include all Government approved publications
delivered FOB Destination-Best Commerial Practice within the specified number of
calendar days at the specified locations.
FOB: Destination
MAX
NET AMT
UNDEFINED
MAX
ITEM NO
0001AA
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), TRADE STUDY.
TRADE-OFF ANALYSIS $80,000.00
SAFETY ANALYSIS
$10,000.00
FOB: Destination
UNIT PRICE
$
90,000.00
MAX AMOUNT
$
90,000.00
MAX
NET AMT
$
90,000.00
MAX
ITEM NO
SUPPLIES/SERVICES
0001AB
QUANTITY
UNIT
2
Each
UNIT PRICE
$
225,145.68
MAX AMOUNT
$
450,291.36
$
450,291.36
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), INITIAL PRODUCT
QUALIFICATION KITS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0001AC
QUANTITY
UNIT
5
Each
UNIT PRICE
$
167,068.50
MAX AMOUNT
$
835,342.50
$
835,342.50
FFP
Add on Armor (AoA), Crew Protection Kit (CPK) installed on vehicle and shipped to
Charleston, SC. Each order shall be a Minimun of 1 EA. and a Maximum of 5 EA.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0001AD
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
$
20,000.00
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), AUTHORIZED STOCKAGE LIST.
LEVELOF EFFORT TO PRODUCE ASL (LIST ONLY) $15,000.00
LEVEL OF EFFORT TO PRODUCE PLL (LIST ONLY) $5,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0001AE
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), SPARE PARTS LIST.
FOB: Destination
MAX
NET AMT
$
25,000.00
MAX
ITEM NO
SUPPLIES/SERVICES
0001AF
QUANTITY
UNIT
1
Each
UNIT PRICE
$
20,502.72
MAX AMOUNT
$
20,502.72
$
20,502.72
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), TRANSPORTABILITY ANALYSIS
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0001AG
QUANTITY
UNIT
1
Each
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), ENGINEERING ASSESSMENT
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0001AH
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
109,347.84
MAX AMOUNT
$
109,347.84
$
109,347.84
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), DRAWING PACKAGES/TECHNICAL
DATA PACKAGES.
DRAWING PACKAGE
$27,336.96
TECHNICAL DATA PACKAGE $82,010.88
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0001AJ
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
222,097.16
MAX AMOUNT
$
222,097.16
$
222,097.16
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), PUBLICATIONS.
TECHNICAL BULLETIN PROVISIONING
$205,027.20
VALIDATION/VERIFICATION: ADSI LABOR SUPPORT $17,069.96
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0001AK
QUANTITY
UNIT
1
Each
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
$
50,163.32
FFP
SURVIVABILITY, VULNERABILITY EVALUATION
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0002
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
Light Crane Air Mobile (AMC)
FFP
Add on Armor (AoA), Crew Protection Kit (CPK). To Include all Government approved
publications delivered FOB Destination-Best Commerial Practice within the specified
number of calendar days at the specified locations.
FOB: Destination
MAX
NET AMT
UNDEFINED
MAX
ITEM NO
0002AA
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
FFP
UNIT PRICE
$
90,000.00
MAX AMOUNT
$
90,000.00
SAFETY ANALYSIS
FOB: Destination
$10,000.00
MAX
NET AMT
$
90,000.00
MAX
ITEM NO
SUPPLIES/SERVICES
0002AB
QUANTITY
UNIT
2
Each
UNIT PRICE
$
84,429.63
MAX AMOUNT
$
168,859.26
$
168,859.26
FFP
QUALIFICATION KITS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0002AC
QUANTITY
UNIT
10
Each
UNIT PRICE
$
63,213.19
MAX AMOUNT
$
632,131.90
$
632,131.90
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0002AD
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
$
20,000.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0002AE
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
$
25,000.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0002AF
QUANTITY
UNIT
1
Each
UNIT PRICE
$
20,502.72
MAX AMOUNT
$
20,502.72
$
20,502.72
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), TRANSPORTABILITY ANALYSIS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0002AG
QUANTITY
UNIT
1
Each
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), ENGINEERING ASSESSMENT
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0002AH
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
109,347.84
FFP
DATA PACKAGES.
DRAWING PACKAGE
$27,336.96
TECHNICAL DATA PACKAGE
$82,010.88
FOB: Destination
MAX AMOUNT
$
109,347.84
MAX
NET AMT
$
109,347.84
MAX
ITEM NO
SUPPLIES/SERVICES
0002AJ
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
135,985.74
MAX AMOUNT
$
135,985.74
$
135,985.74
FFP
$118,915.78
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0002AK
QUANTITY
UNIT
1
Each
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
$
50,163.32
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0003
SUPPLIES/SERVICES
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
Tractor Full Track MC1150/W Angle Blade
FFP
number of calendar days at the specified locations
FOB: Destination
MAX
NET AMT
UNDEFINED
MAX
ITEM NO
SUPPLIES/SERVICES
0003AA
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
90,000.00
MAX AMOUNT
$
90,000.00
$
90,000.00
FFP
SAFETY ANALYSIS
$10,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0003AB
QUANTITY
UNIT
2
Each
UNIT PRICE
$
112,572.84
MAX AMOUNT
$
225,145.68
$
225,145.68
FFP
QUALIFICATION KITS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0003AC
QUANTITY
UNIT
15
Each
UNIT PRICE
$
83,374.20
MAX AMOUNT
$
1,250,613.00
$
1,250,613.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0003AD
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
FFP
LEVEL OF EFFORT TO PRODUCE PLL (LIST ONLY)
$5,000.00
FOB: Destination
MAX
NET AMT
$
20,000.00
MAX
ITEM NO
SUPPLIES/SERVICES
0003AE
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
$
25,000.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0003AF
QUANTITY
UNIT
1
Each
UNIT PRICE
$
20,502.72
MAX AMOUNT
$
20,502.72
$
20,502.72
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0003AG
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), ENDINEERING ASSESSMENT.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0003AH
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
109,347.84
MAX AMOUNT
$
109,347.84
$
109,347.84
FFP
DATA PACKAGES.
DRAWING PACKAGE
$27,336.96
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0003AJ
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
185,192.26
MAX AMOUNT
$
185,192.26
$
185,192.26
FFP
$168,122.30
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0003AK
QUANTITY
UNIT
1
Each
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
$
50,163.32
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0004
SUPPLIES/SERVICES
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
Tractor Full Track MC1155/W Bucket
FFP
FOB: Destination
MAX
NET AMT
UNDEFINED
MAX
ITEM NO
SUPPLIES/SERVICES
0004AA
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
90,000.00
MAX AMOUNT
$
90,000.00
$
90,000.00
FFP
SAFETY ANALYSIS
$10,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0004AB
QUANTITY
UNIT
2
Each
UNIT PRICE
$
112,572.84
MAX AMOUNT
$
225,145.68
$
225,145.68
FFP
QUALIFICATION KITS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0004AC
SUPPLIES/SERVICES
QUANTITY
UNIT
10
Each
UNIT PRICE
$
83,374.20
FFP
MAX AMOUNT
$
833,742.00
FOB: Destination
MAX
NET AMT
$
833,742.00
MAX
ITEM NO
SUPPLIES/SERVICES
0004AD
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
$
20,000.00
FFP
LEVELOF EFFORT TO PRODUCE ASL (LIST ONLY)
$15,000.00
$5,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0004AE
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
$
25,000.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0004AF
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
UNIT PRICE
$
20,502.72
MAX AMOUNT
$
20,502.72
$
20,502.72
FFP
Add on Armor (AoA), Crew Protection Kit (CPK),TRANSPORTABILITY ANALYSIS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
0004AG
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), ENGINEERING ASSESSMENT.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
0004AH
UNIT PRICE
$
109,347.84
MAX AMOUNT
$
109,347.84
$
109,347.84
FFP
DATA PACKAGES.
DRAWING PACKAGE
$27,336.96
$82,010.88
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
0004AJ
UNIT PRICE
$
71,743.88
MAX AMOUNT
$
71,743.88
$
71,743.88
FFP
$54,673.92
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
0004AK
FFP
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
FOB: Destination
MAX
NET AMT
$
50,163.32
MAX
ITEM NO
SUPPLIES/SERVICES
0005
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
Truck Forklift Variable Reach, EBFL
FFP
FOB: Destination
MAX
NET AMT
UNDEFINED
MAX
ITEM NO
SUPPLIES/SERVICES
0005AA
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
90,000.00
MAX AMOUNT
$
90,000.00
$
90,000.00
FFP
SAFETY ANALYSIS
$10,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0005AB
SUPPLIES/SERVICES
QUANTITY
UNIT
2
Each
FFP
QUALIFICATION KITS
FOB: Destination
UNIT PRICE
$
84,429.63
MAX AMOUNT
$
168,859.26
MAX
NET AMT
$
168,859.26
MAX
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
16
Each
0005AC
UNIT PRICE
$
MAX AMOUNT
63,213.19
$
1,011,411.04
$
1,011,411.04
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0005AD
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
$
20,000.00
FFP
LEVEL OF EFFORT TO PRODUCE ASL (LIST ONLY) $15,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0005AE
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
$
25,000.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
MAX AMOUNT
0005AF
1
Each
$
20,502.72
$
20,502.72
$
20,502.72
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0005AG
QUANTITY
UNIT
1
Each
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), ENGINEERING ASESSMENT.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0005AH
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
109,347.84
MAX AMOUNT
$
109,347.84
$
109,347.84
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), DRAWING PACKAGES/
TECHNICAL DATA PACKAGES.
DRAWING PACKAGE
$27,336.96
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0005AJ
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
FFP
$123,016.32
140,086.28
MAX AMOUNT
$
140,086.28
FOB: Destination
MAX
NET AMT
$
140,086.28
MAX
ITEM NO
SUPPLIES/SERVICES
0005AK
QUANTITY
UNIT
1
Each
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
$
50,163.32
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0006
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
Forklift Light Rough Terrain LRTF
FFP
FOB: Destination
MAX
NET AMT
UNDEFINED
MAX
ITEM NO
0006AA
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
FFP
SAFETY ANALYSIS
$10,000.00
FOB: Destination
UNIT PRICE
$
90,000.00
MAX AMOUNT
$
90,000.00
MAX
NET AMT
$
90,000.00
MAX
ITEM NO
SUPPLIES/SERVICES
0006AB
QUANTITY
UNIT
2
Each
UNIT PRICE
$
112,572.84
MAX AMOUNT
$
225,145.68
$
225,145.68
FFP
QUALIFICATION KITS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0006AC
QUANTITY
UNIT
16
Each
UNIT PRICE
$
83,374.20
MAX AMOUNT
$
1,333,987.20
$
1,333,987.20
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0006AD
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
$
20,000.00
FFP
$5,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0006AE
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
$
25,000.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0006AF
QUANTITY
UNIT
1
Each
UNIT PRICE
$
20,502.72
MAX AMOUNT
$
20,502.72
$
20,502.72
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0006AG
QUANTITY
UNIT
1
Each
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0006AH
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
FFP
Add on Armor (AoA), Crew Protection Kit (CPK), DRAWING PACKSGES/
DRAWING PACKAGE
$27,336.96
FOB: Destination
109,347.84
MAX AMOUNT
$
109,347.84
MAX
NET AMT
$
109,347.84
MAX
ITEM NO
SUPPLIES/SERVICES
0006AJ
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
140,086.28
MAX AMOUNT
$
140,086.28
$
140,086.28
FFP
$123,016.32
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0006AK
QUANTITY
UNIT
1
Each
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
$
50,163.32
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0007
SUPPLIES/SERVICES
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
Loader Backhoe (BHL)
FFP
FOB: Destination
MAX
NET AMT
UNDEFINED
MAX
ITEM NO
SUPPLIES/SERVICES
0007AA
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
90,000.00
MAX AMOUNT
$
90,000.00
$
90,000.00
FFP
SAFETY ANALYSIS
$10,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0007AB
QUANTITY
UNIT
2
Each
UNIT PRICE
$
140,716.05
MAX AMOUNT
$
281,432.10
$
281,432.10
FFP
QUALIFICATION kITS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0007AC
QUANTITY
UNIT
20
Each
UNIT PRICE
$
105,402.05
MAX AMOUNT
$
2,108,041.00
$
2,108,041.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0007AD
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
FFP
$5,000.00
FOB: Destination
MAX
NET AMT
$
20,000.00
MAX
ITEM NO
SUPPLIES/SERVICES
0007AE
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
$
25,000.00
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0007AF
QUANTITY
UNIT
1
Each
UNIT PRICE
$
20,502.72
MAX AMOUNT
$
20,502.72
$
20,502.72
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0007AG
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0007AH
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
109,347.84
MAX AMOUNT
$
109,347.84
$
109,347.84
FFP
DRAWING PACKAGE
$27,336.96
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0007AJ
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
133,252.04
MAX AMOUNT
$
133,252.04
$
133,252.04
FFP
$116,182.08
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0007AK
QUANTITY
UNIT
1
Each
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
$
50,163.32
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0008
SUPPLIES/SERVICES
QUANTITY
UNIT
UNDEFINED
UNIT PRICE
MAX AMOUNT
UNDEFINED
UNDEFINED
HSHMC 25 Ton Crane
FFP
FOB: Destination
MAX
NET AMT
UNDEFINED
UNIT PRICE
MAX AMOUNT
MAX
ITEM NO
SUPPLIES/SERVICES
0008AA
QUANTITY
UNIT
1
Lot
$
90,000.00
$
90,000.00
$
90,000.00
HSHMC 25 Ton Crane
FFP
SAFETY ANALYSIS
$10,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0008AB
QUANTITY
UNIT
2
Each
UNIT PRICE
$
168,859.26
MAX AMOUNT
$
337,718.52
$
337,718.52
HSHMC 25 Ton Crane
FFP
QUALIFICATION KITS.
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0008AC
QUANTITY
UNIT
5
Each
HSHMC 25 Ton Crane
FFP
UNIT PRICE
$
97,837.65
MAX AMOUNT
$
489,188.25
Add on Armor (AoA), Crew Protection Kit (CPK) for OCONUS shipment. Each order
shall be a Minimun of 1 EA. and a Maximum of 5 EA.
FOB: Destination
MAX
NET AMT
$
489,188.25
MAX
ITEM NO
SUPPLIES/SERVICES
0008AD
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
20,000.00
MAX AMOUNT
$
20,000.00
$
20,000.00
HSHMC 25 Ton Crane
FFP
LEVEL OF EFFORT TO PRODUCE ASL (LIST ONLY) $15,000.00
$5,000.00
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0008AE
QUANTITY
UNIT
1
Each
UNIT PRICE
$
25,000.00
MAX AMOUNT
$
25,000.00
$
25,000.00
HSHMC 25 Ton Crane
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0008AF
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
UNIT PRICE
$
20,502.72
MAX AMOUNT
$
20,502.72
$
20,502.72
HSHMC 25 Ton Crane
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0008AG
QUANTITY
UNIT
1
Each
UNIT PRICE
$
43,739.14
MAX AMOUNT
$
43,739.14
$
43,739.14
HSHMC 25 Ton Crane
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0008AH
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
109,347.84
MAX AMOUNT
$
109,347.84
$
109,347.84
HSHMC 25 Ton Crane
FFP
DRAWING PACKAGE
$27,336.96
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0008AJ
QUANTITY
UNIT
1
Lot
UNIT PRICE
$
149,654.22
MAX AMOUNT
$
149,654.22
$
149,654.22
HSHMC 25 Ton Crane
FFP
$132,584.26
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0008AK
SUPPLIES/SERVICES
QUANTITY
UNIT
1
Each
UNIT PRICE
$
50,163.32
MAX AMOUNT
$
50,163.32
HSHMC 25 Ton Crane
FFP
FOB: Destination
MAX
NET AMT
$
50,163.32
MAX
ITEM NO
SUPPLIES/SERVICES
0009
QUANTITY
UNIT
5
Each
UNIT PRICE
$
365,000.00
MAX AMOUNT
$ 1,825,000.00EST
Field Service Representative
FFP
Field Service Representative, CONUS. Each order shall be a Minimun of 1 EA.
and a Maximum of 5 EA.
FOB: Destination
MAX
NET AMT
$ 1,825,000.00(EST.)
MAX
ITEM NO
SUPPLIES/SERVICES
0010
QUANTITY
UNIT
5
Each
UNIT PRICE
$
500,000.00
MAX AMOUNT
$ 2,500,000.00
EST
Field Service Representative
FFP
Field Service Representative, OCONUS. Each order shall be a Minimun of 1 EA.
and a Maximum of 5 EA.
FOB: Destination
MAX
NET AMT
$ 2,500,000.00(EST.)
MAX
ITEM NO
0011
OPTION
SUPPLIES/SERVICES
QUANTITY
UNIT
5
Each
UNIT PRICE
$
FFP
Add on Armor (AoA), Crew Protection Kit (CPK) for OCONUS shipment.
FOB: Destination
129,616.86
MAX AMOUNT
$
648,084.30EST
MAX
NET AMT
$
648,084.30(EST.)
MAX
ITEM NO
SUPPLIES/SERVICES
0012
OPTION
QUANTITY
UNIT
5
Each
UNIT PRICE
$
49,681.39
MAX AMOUNT
$
248,406.95EST
$
248,406.95(EST.)
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0013
OPTION
QUANTITY
UNIT
5
Each
UNIT PRICE
$
65,058.43
MAX AMOUNT
$
975,876.45EST
$
975,876.45(EST.)
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0014
OPTION
QUANTITY
UNIT
10
Each
UNIT PRICE
$
65,058.43
MAX AMOUNT
$
650,584.30EST
$
650,584.30(EST.)
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
0015
OPTION
SUPPLIES/SERVICES
QUANTITY
UNIT
8
Each
UNIT PRICE
$
FFP
49,681.39
MAX AMOUNT
$
397,451.12EST
FOB: Destination
MAX
NET AMT
$
397,451.12(EST.)
MAX
ITEM NO
SUPPLIES/SERVICES
0016
OPTION
QUANTITY
UNIT
8
Each
UNIT PRICE
$
65,058.43
MAX AMOUNT
$
520,467.44EST
$
520,467.44(EST.)
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0017
OPTION
QUANTITY
UNIT
10
Each
UNIT PRICE
$
81,448.04
MAX AMOUNT
$
814,480.40EST
$
814,480.40(EST.)
FFP
FOB: Destination
MAX
NET AMT
MAX
ITEM NO
SUPPLIES/SERVICES
0018
OPTION
QUANTITY
UNIT
5
Each
UNIT PRICE
$
126,746.48
MAX AMOUNT
$
633,732.40EST
$
633,732.40(EST.)
HSHMC 25 Ton Crane
FFP
Charleston, SC.
FOB: Destination
MAX
NET AMT
INSPECTION AND ACCEPTANCE TERMS
Supplies/services will be inspected/accepted at:
CLIN
INSPECT AT
INSPECT BY
ACCEPT AT
ACCEPT BY
0001
0001AA
0001AB
0001AC
0001AD
0001AE
0001AF
0001AG
0001AH
0001AJ
0001AK
0002
0002AA
0002AB
0002AC
0002AD
0002AE
0002AF
0002AG
0002AH
0002AJ
0002AK
0003
0003AA
0003AB
0003AC
0003AD
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
0003AE
0003AF
0003AG
0003AH
0003AJ
0003AK
0004
0004AA
0004AB
0004AC
0004AD
0004AE
0004AF
0004AG
0004AH
0004AJ
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
0004AK
0005
0005AA
0005AB
0005AC
0005AD
0005AE
0005AF
0005AG
0005AH
0005AJ
0005AK
0006
0006AA
0006AB
0006AC
0006AD
0006AE
0006AF
0006AG
0006AH
0006AJ
0006AK
0007
0007AA
0007AB
0007AC
0007AD
0007AE
0007AF
0007AG
0007AH
0007AJ
0007AK
0008
0008AA
0008AB
0008AC
0008AD
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
Government
0008AE
0008AF
0008AG
0008AH
0008AJ
0008AK
0009
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Government
Government
Government
Government
Government
Government
Government
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Government
Government
Government
Government
Government
Government
Government
0010
0011
0012
0013
0014
0015
0016
0017
0018
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Origin
Government
Government
Government
Government
Government
Government
Government
Government
Government
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Destination
Government
Government
Government
Government
Government
Government
Government
Government
Government
DELIVERY INFORMATION
CLIN
DELIVERY DATE
QUANTITY
SHIP TO ADDRESS
UIC
0001
N/A
N/A
N/A
N/A
0001AA
N/A
N/A
N/A
N/A
0001AB
N/A
N/A
N/A
N/A
0001AC
N/A
N/A
N/A
N/A
0001AD
N/A
N/A
N/A
N/A
0001AE
N/A
N/A
N/A
N/A
0001AF
N/A
N/A
N/A
N/A
0001AG
N/A
N/A
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INSTRUCTIONS
CONTRACT TYPE: A fixed price Indefinite Delivery/Indefinite Quantity (ID/IQ) is the most effective contract type for the
performance period 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, 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 the
Schedule of Supplies and/or Services of this 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. The
Contractor is responsible for delivery of each item to the final (e.g., unit) destination, to include local shipments from the port of entry,
or other receiving facility.
PERIOD OF PERFORMANCE: The period of performance for this contract, excluding options, shall be 12 months beginning on the
effective date of the contract not to exceed 12 months).
PACKAGING INSTRUCTIONS: Packaging of the Add on Armor (AoA), Crew Protection Kits (CPK) procured under CLINs 0001
though 0018 shall be in accordance with Contractors best commercial practices, as set forth in each delivery order. MILSTD 129
applies.
INSPECTION AND ACCEPTANCE:
The Add on Armor (AoA), Crew Protection Kits (CPK) shall be Inspected at Origin and Accepted at Destination.
DELIVERIES: The contractor Shall Contact Mr. Michael Farley via E-mail at michael.j.farley@usmc.mil or (703)432-3727
BEFORE MAKING ANY SHIPMENT OF THE ITEMS UNDER THIS CONTRACT. Upon making contact with this
individual, the contractor will be provided a document number for item tracking purposes.
DELIVERY REQUIIREMENT:
The contractor is required to deliver all eighteen (18) product qualification kits and ninety three (93) production kits as well as support
/parts packages, technical data and publications by 31 August 2007. This timeframe includes all assessments, installation and
integration of the systems.
STATEMENT OF WORK (SOW)
Statement of Work
Material Handling and Construction Equipment
Add on Armor Crew Protection Kit
Purpose and Scope:
This statement of work describes the outcomes the contractor is required to achieve in order to provide the United States Marine Corps
qualified Add on Armor, Crew Protection kits. The contractor shall provide for integration of the CPKs into the systems identified. The
purpose of a CPK is to maximize crew survivability and protection in the event of direct small arms fire or IED attack. That
requirement provides for the following:
1. Direct Fire: Armor shall provide a 95 percent Probability of No Penetration (PNP) against a single impact incident from 7.62
AP at muzzle velocity. The probability shall be calculated at an 80 percent
Lower Confidence Bound (LCB). The Armor shall provide this protection level against the threat from all aspects (3600) 00
elevation 00 azimuth.
2. Indirect Fire/IED: Armor system shall provide limited flank and floor protection against fragmentation from IED. This
protection shall be equivalent to a 50 percent probability of no penetration from the 20mm Fragment Simulating Projectile
(FSP) at 3600 ft/s. This FSP velocity combination is intended to validate that the armor is capable of protecting to the 94
percentile fragment of a 152mm artillery round at 2 meters. The probability shall be calculated at an 80 percent Lower
Confidence Bound (LCB). The system must also protect crew and passengers from fatal blast effects of the 152mm artillery
round detonated at 2 meter standoff.
3. Transparent Armor (TA) The level of protection for the transparent armor shall be the same as the opaque armor.
4. To the greatest degree feasible, normal operator visibility should be maintained following a ballistic impact.
5. Installation of an armor kit shall not impede the operators ability to Ingress or Egress the equipment. Additionally, the kit
shall contain an emergency egress hatch or window which can be accessed from either the exterior or interior of the vehicle.
Latches or locking mechanisms shall be common equipment.
6. Armor kits shall include environmental controls to maintain a viable operating environment inside the armored crew
compartment/cab.
As directed by individual delivery orders, the contractor shall develop, build prototypes, provide test support, produce, and
install Add on Armor (AoA) Crew Protection Kits (CPK) for the systems identified in this contract:
Nomenclature
OEM
High Speed, high mobility crane
All Terrain Crane
Full-Tracked, crawler type tractor w/ angle blade
Full-Tracked, crawler type tractor w/ multi-purpose bucket
Extendable boom forklift truck
Lightweight rough terrain forklift truck
Backhoe Loader
Sweeper, Runway
P&H
Demag
Case
Case
JLG
Terex
Caterpillar
Elgin
Model
HSHMC-25
MAC-50
1150
1155
MMV
51-19MD
420D/E
Crosswind
NSN
3810-01-320-1920
3810-01-538-4030
2410-01-254-1667
3805-01-315-1091
3930-01-508-0886
3810-01-320-1925
3805-01-514-7166
3930-01-504-2618
The contractor is required to have access to classified information. The contractor shall have established the appropriate
facilities and management controls up to the secret level. The contractor personnel assigned to this effort shall have valid secret level
security clearances and have experience in the areas of armor, and survivability.
Trade-Off Analysis:
The contractor shall perform a trade-off analysis for each system identified in section B. The analysis shall include: an
engineering assessment of the impact of the CPK
to the vehicle and their subsystems performance (for example: tires, front axle, suspension, drive train, hydraulics, electrical power, air
conditioning system) relating to speed, lift capability, center of gravity, vehicle reliability, vehicle maintainability, visibility,
transportability, and safety. The contractor shall also estimate differences between the vehicles pre-AoA CPK performance capabilities
and post-AoA CPK performance capabilities and propose measures to mitigate degraded performance. The contractor shall deliver the
trade-off analysis in a form that identifies the safety, risk, and cost impacts.
Transportation.
Transportation Analysis. The contractor shall identify the limitations on transportability of the systems when equipped with
CPKs. The Contractor shall provide the data analysis support to the Government showing how the vehicles with AoA CPKs will meet
the air, highway, rail and marine (sea lift and amphibious) transportability requirements. The information shall also include an analysis
and description of vehicle preparation procedures and average times to complete for transportability. This information shall be included
in the trade off analysis.
CPK engineering assessment: For the systems identified, the contractor shall build and install CPKs on the CE system
provided. The engineering assessment will consist of performance tests (e.g. braking, grade-ability) and durability. The contractor shall
provide on site technical assistance at the designated test site to support CPKs during the engineering assessment. The contractor shall
repair or replace kit parts that fail during the assessment and resolve any other CPK issues at no cost to the Government.
Armor Materials.
CPK vulnerability and survivability assessment: For each system to be armored the contractor shall provide at a minimum
one (1) CPKs for each asset. The Government shall assess the contractors provided kits in order to verify ballistic performance of the
CPK design per the requirements stated, as well as kit integration. Fasteners and gaps will be evaluated. The contractor shall provide
test facilities, test reports and support to the CPK at a designated test facility that meets the governments approval.
Drawing Packages. The contractor shall deliver feature-based parametric 3D models along with its 2D associated drawings in
Pro-Engineer format.
Technical Data Package (TDP). The TDP shall meet the requirements of MIL-DTL-31000C and will be in accordance with
ASME Y14.41, (DI-SESS-81000C). Drawings shall be in a format compatible with Pro-Engineer when delivered to the government.
The Contractor may maintain the TDP in its own format.
Production
Hardware: The contractor shall produce CPKs that conform to the configurations approved by the government at the conclusion of all
testing. All kits shall be fabricated to this configuration unless otherwise directed, in writing, by the PCO.
Kit Assembly
Packaging. To the extent practicable, the contractor shall organize the packaged kits to allow sequential removal in the order
required for installation on the vehicle. It is desirable to have an efficient kit installation, using pre-assembly where practical.
Installation instructions and a content list shall be packaged with each kit and shall be immediately accessible when the kit is opened.
Components which must be installed with a particular face towards the enemy, and which are not distinguishable by shape, shall be
marked to indicate proper assembly. The transparent armor (glass) will not be marked or etched. The kits shall be packaged to prevent
damage during transport, using best
commercial packaging practices. The contractor shall ensure that packaged kits are loaded on pallets and marked.
Each kit shall contain (over packed) one set of installation instructions, operating instructions and maintenance instructions.
Each kit shall also contain additional attaching hardware for initial support, commonly known as Prescribed Load List (PLLs).
Storage. Until the Government directs shipment, the contractor shall store the kits for a period of up to 60 calendar days after
acceptance. During this period, the kits shall be stored at no additional cost to the Government.
Technical Data. The contractor shall provide TMs, parts manuals, illustrations, and provisioning data in sufficient detail to support the
operation, maintenance, and overall safe employment of the CPKs. Separate instructions shall be developed for each CPK, instructions
shall be in a contractor format that is consistent with Marine Corps Technical Bulletin format. As well as, establish a program for
publications management (e.g. updates, revisions, and modifications) over the life cycle of the platform. In the event that any data
provided by the contractor is not sufficient the contractor shall be required to provide supplemental data to the Government. The
contractor shall ensure that Government approved manuals, catalogs, and associated publications supporting the CPKs are delivered
with each asset (over packed) to the required destinations as set forth in the contract. The contractor may use MIL-HDK-1221 for
guidance. The contractor shall provide all technical data concurrently with the asset for Government Product Qualification Testing
(PQT). After PQT, the contractor shall update or provide supplemental technical data as required by the Government. All Government
approved data shall be delivered concurrently with the completed armored asset.
The instructions shall be in the form of start step to end step instructions. The instructions shall be written to maximize the
efficiency of the installation process. The contractor shall validate the installation instructions, during installation of the second
prototype kit at the contractors facility prior to shipment. The Government will observe and verify the installation. Installation
instructions shall be written so that the kits can be installed at Marine Corps Units. The contractor shall advise the Government of the
date of validation seven days prior to validation. The instructions shall contain clear illustrations of each step. Hardware and other items,
which could be installed backwards, shall be clearly shown in the proper orientation. The use of color digital photos and line art is
acceptable. The after installation condition of the vehicle shall be clearly illustrated.
The instructions shall contain an Illustrated Parts Breakdown (IPB) of all components, assemblies and hardware. The IPB shall
utilize clear and concise line drawings. The IPB shall be similar in format to the current Marine Corps Repair Parts and Special Tools
List (RPSTL).
The Contractor shall provide a set of instructions, for the maintainer, describing all the required maintenance for the CPK. At a
minimum, the contents will include service interval, handling, cleaning, lubrication, adjustment, and replacement of parts. Instructions
may be in contractor format. Additionally, the contractor shall provide a set of instructions for the operator, describing all operator
functions of the CPK and changes to the operation of the machine with the CPK installed. At a minimum the contents will include
ingress, egress, PMCS, and operation of safety features (e.g. combat lock and secondary emergency egress). Instructions may be in
contractor format. Instructions shall include notes, cautions and warning statements as appropriate. In particular, the proper handling,
storage and cleaning of transparent armor shall be included. Instructions shall contain a list of tools; manpower and support equipment
requirements needed to accomplish each task.
The contractor shall physically validate 100% of the TB delivery; this includes the kit installation and removal instructions to
be included in the CPK TB. All TB data and instructions shall be verified concurrently by the government prior to final delivery and
publication. Validations methodology shall be preferably hands on or if hand off that
method must be sufficient to find and correct all technical inaccuracies and shortcomings in the data developed under this contract. The
contractor shall maintain validation records documenting control of the validation process, the actions taken to validate each task,
corrective and mark ups required for each task and page and follow-up validation of corrected and reworked data. Witnessing the
contractors validation process will serve as the governments primary verification effort. The government reserves the right to perform
a separate verification for accuracy, usability, safety and incorporation of any reworked data or late configuration changes prior to
acceptance of final deliveries
Field Service Representative (FSR).
The contractor shall provide a FSR for installation and post-installation support of CPKs in CONUS and Southwest Asia (e.g.
Iraq, Afghanistan, and Kuwait). A maximum up to five FSRs may be required for this effort. This support shall begin at installation
and end one year after date of award. The contractor shall be notified by the PCO concerning the extent of the required FSR support.
The FSR shall have the technical writing experience and general mechanical experience with all the vehicles of the contractors
produced AoA CPKs. The FSR shall provide training, troubleshooting, diagnosis, repair and resolution of technical issues in support of
the contractors AoA kit installation effort. The FSR shall conduct on the job production line installation training for the contractors
AoA kits for new military personnel, Government Civilian personnel and other contractor personnel deployed to the designated
installation site. Training shall be to the level that site installation personnel are capable of installing and maintaining the contractors
AoA kits without contractor oversight. The FSR will also provide training to previously trained personnel. The contractor shall be
responsible for arranging the FSRs entry to the military facilities and gaining access to the equipment. The contractor will coordinate
CRC rotation through the Marine Corps System Command.
Spare Parts:
Authorized Stockage List (ASL): Within 30 days after each CPK is completed, the contractor shall submit an initial ASL
(recommended support for 365 days) to the Government. Within 10 days after successful testing, the contractor shall submit the final
ASL to the Government for approval. Once the final list is established the Government will negotiate an in scope change (with the
contractor) adding the parts to the contract along with any additional funding required. The contractor shall provide the items described
by the final ASL for each CPK system. The Government is allowing the contractor to use their experience and knowledge of spare parts
to determine a fair estimate of materials, but the ASL items provided shall not include armor of any type. The ASL items shall be
separately packaged, using best commercial practice, FOB destination CONUS. Until the Government directs shipment, the contractor
shall store the ASL for a period of up to 60 calendar days after acceptance. During this period, the ASL shall be stored at no additional
cost to the Government.
Spare Parts Price List. Thirty (30) days after the Initial fielding, the contractor shall provide a priced list of spare parts that may be
required to support the AoA CPKs. Firm prices for these items will be negotiated and incorporated into the contract.
Welding: Welding and weld inspection shall be performed in accordance with AWS D1.1 Structural Welding Code, Steel and AWS
D1.2 Structural Welding Code, Aluminum as appropriate. Substitution of an equivalent welding standard may be allowed with prior
Government approval.
Final Inspection Report (FIR): The contractor is responsible for performing all inspections as specified in the control plan. Each CPK
shall be subjected to a complete final inspection by the contractor utilizing a contractor-developed and Government-approved FIR. The
FIR shall be based upon the successfully tested prototype configuration. The Government, at its option, may elect to witness and/or
participate in the contractors
final inspection. The contractor shall rectify discrepancies prior to Government acceptance of any item.
Safety: The contractor shall submit a Safety Assessment Report (SAR) to the Government for each CPK. These reports will identify the
hazards resulting from the application of the CPKs, their likelihood of occurrence, the severity of resulting injury/damage and the
mitigation actions taken. Hazards that have severe consequences and cannot be eliminated by design changes shall be clearly identified.
The draft report for each system shall be submitted at the systems Critical Design Review. An assessment of vehicle stability and an
estimation of operational limitations resulting from the addition of the AoA CPK shall be included in the report. The final SAR for each
system is due 10 days after successful completion of prototype testing.
The contractor shall provide cautions and warnings for the AoA CPK, to be affixed onto the inside of the vehicle, during
installation, to alert the operator of any required notices and/or warnings. The contractor shall provide sample cautions and warnings at
the Critical Design Review to determine placement on the inside of the vehicle.
Government Furnished Material (GFM).
The Government will provide to the contractor two (2) of each CE/MHE system to be fitted with an AoA CPK, for the
integration, engineer and vulnerability assessments. The government shall be responsible for shipping these systems from Marine Corps
Logistic Base in Albany Georgia to the contractors facility. The contractor shall be responsible for shipping these systems from his
facility to the designated test facility. The contractor is responsible for ensuring that the Government-furnished vehicle/equipment is not
damaged in transit.
The Government will provide to the contractor two (2) of each CE/MHE system to be fitted with an AoA CPK, for the
integration, engineer and vulnerability assessments. The government shall be responsible for shipping these systems from Marine Corps
Logistic Base in Albany Georgia to the contractors facility. The contractor shall be responsible for shipping these systems from his
facility to the designated test facility. The contractor is responsible for ensuring that the Government-furnished vehicle/equipment is not
damaged in transit.
Government-Furnished Property
1. High Speed, high mobility crane
P&H
HSHMC
NSN 3810-01-320-1920
2Ea.
2. All Terrain Crane
Demag
MAC-50
NSN 3810-01-538-4030
2Ea.
3. Air Mobile Crane AMC
TEREX
AMC
NSN 3810-01-165-0646
2Ea.
4. Full-Tracked, crawler type tractor w/ angle blade
Case
NSN 1150
2410-01-254-1667
2Ea.
5. Full-Tracked, crawler type tractor w/ multi-purpose bucket
Case
NSN 1155
3805-01-315-1091
2Ea.
6. Extendable boom forklift truck
JLG
MMV
NSN 3930-01-508-0886
2Ea.
7. Lightweight rough terrain forklift truck
Terex
LRTF
NSN 3810-01-320-1925
2Ea.
8. Backhoe Loader
Cat
NSN 420D
3805-01-514-7166
2Ea.
CLAUSES INCORPORATED BY REFERENCE
52.202-1
52.212-4
52.223-14
52.242-15
52.245-2
52.247-34
52.252-2
252.219-7011
252.225-7013
252.227-7016
252.232-7003
252.246-7000
Definitions
Contract Terms and ConditionsCommercial Items
Toxic Chemical Release Reporting
Stop-Work Order
Government Property (Fixed Price Contracts)
F.O.B. Destination
Clauses Incorporated By Reference
Notification to Delay Performance
Duty-Free Entry
Rights in Bid or Proposal Information
Electronic Submission of Payment Requests
Material Inspection And Receiving Report
JUL 2004
SEP 2005
AUG 2003
AUG 1989
MAY 2004
NOV 1991
FEB 1998
JUN 1998
OCT 2006
JUN 1995
MAY 2006
MAR 2003
CLAUSES INCORPORATED BY FULL TEXT
52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE
ORDERSCOMMERCIAL ITEMS (NOV 2006)
(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this
contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:
(1) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
(2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being
incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial
items: (Contracting Officer check as appropriate.)
x (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and
10 U.S.C. 2402).
o (2) 52.219-3, Notice of HUBZone Small Business Set-Aside (Jan 1999) (15 U.S.C. 657a).
o (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JUL 2005) (if the offeror elects to
waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
o (4) [Removed].
o (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).
o (ii) Alternate I (OCT 1995) of 52.219-6.
o (iii) Alternate II (MAR 2004) of 52.219-6.
o (6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).
o (ii) Alternate I (OCT 1995) of 52.219-7.
o (iii) Alternate II (MAR 2004) of 52.219-7.
o (7) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d)(2) and (3)).
o (8)(i) 52.219-9, Small Business Subcontracting Plan (SEP 2006) (15 U.S.C. 637(d)(4)).
o (ii) Alternate I (OCT 2001) of 52.219-9
o (iii) Alternate II (OCT 2001) of 52.219-9.
o (9) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).
o (10)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (SEP 2005) (10 U.S.C. 2323)
(if the offeror elects to waive the adjustment, it shall so indicate in its offer).
o (ii) Alternate I (JUNE 2003) of 52.219-23.
o (11) 52.219-25, Small Disadvantaged Business Participation ProgramDisadvantaged Status and Reporting (OCT 1999) (Pub. L.
103-355, section 7102, and 10 U.S.C. 2323).
o (12) 52.219-26, Small Disadvantaged Business Participation ProgramIncentive Subcontracting (OCT 2000) (Pub. L. 103-355,
section 7102, and 10 U.S.C. 2323).
o (13) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004).
o (14) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).
x (15) 52.222-19, Child LaborCooperation with Authorities and Remedies (JAN 2006) (E.O. 13126).
x (16) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).
x (17) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).
x (18) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP
2006) (38 U.S.C. 4212).
x (19) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).
x (20) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP
2006) (38 U.S.C. 4212).
o (21) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).
o (22)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (AUG 2000) (42 U.S.C.
6962(c)(3)(A)(ii)).
o (ii) Alternate I (AUG 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(c)).
o (23) 52.225-1, Buy American ActSupplies (JUNE 2003) (41 U.S.C. 10a-10d).
o (24)(i) 52.225-3, Buy American ActFree Trade AgreementsIsraeli Trade Act (NOV 2006) (41 U.S.C. 10a-10d, 19 U.S.C. 3301
note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169).
o (ii) Alternate I (JAN 2004) of 52.225-3.
o (iii) Alternate II (JAN 2004) of 52.225-3.
o (25) 52.225-5, Trade Agreements (NOV 2006) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
o (26) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2006) (E.O.s, proclamations, and statutes administered by the
Office of Foreign Assets Control of the Department of Treasury).
o (27) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (42 U.S.C. 5150).
o (28) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (42 U.S.C. 5150).
x (29) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
x (30) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
x (31) 52.232-33, Payment by Electronic Funds TransferCentral Contractor Registration (OCT 2003) (31 U.S.C. 3332).
o (32) 52.232-34, Payment by Electronic Funds TransferOther than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332).
o (33) 52.232-36, Payment by Third Party (MAY 1999) (31 U.S.C. 3332).
o (34) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).
x (35)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10
U.S.C. 2631).
o (ii) Alternate I (APR 2003) of 52.247-64.
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting
Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable
to acquisitions of commercial items: [Contracting Officer check as appropriate.]
o (1) 52.222-41, Service Contract Act of 1965, as Amended (JUL 2005) (41 U.S.C. 351, et seq.).
o (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
o (3) 52.222-43, Fair Labor Standards Act and Service Contract ActPrice Adjustment (Multiple Year and Option Contracts) (NOV
2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
o (4) 52.222-44, Fair Labor Standards Act and Service Contract ActPrice Adjustment (February 2002) (29 U.S.C. 206 and 41 U.S.C.
351, et seq.).
(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract
was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at
52.215-2, Audit and RecordsNegotiation.
(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and
right to examine any of the Contractors directly pertinent records involving transactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination,
audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7,
Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records
relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to
appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made
available until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and
regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the
ordinary course of business or pursuant to a provision of law.
(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to
flow down any FAR clause, other than those in paragraphs (i) through (vi) of this paragraph in a subcontract for commercial items.
Unless otherwise indicated below, the extent of the flow down shall be as required by the clause
(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 $550,000 ($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 (April 2002) (E.O. 11246).
(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006)
(38 U.S.C. 4212).
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 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).
(vi) 52.222-41, Service Contract Act of 1965, as Amended (Jul 2005), flow down required for all subcontracts subject to the Service
Contract Act of 1965 (41 U.S.C. 351, et seq.).
(vii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C.
2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.
(2) While not required, the contractor May include in its subcontracts for commercial items a minimal number of additional clauses
necessary to satisfy its contractual obligations.
(End of clause)
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 effective date through end of contract period.
(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 1 kit , 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 111each, AoA CPK.
(2) Any order for a combination of items in excess of . 111each, AoA CPK
(3) A series of orders from the same ordering office within 60 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 15 days after issuance, with written notice stating the
Contractors 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.
(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 Contractors and Governments rights and obligations
with respect to that order to the same extent as if the order were completed during the contracts effective period; provided, that the
Contractor shall not be required to make any deliveries under this contract after 12 months after contract expiration date
(End of clause)
52.216-25
CONTRACT DEFINITIZATION (OCT 1997)
(a) A Firm Fixed Priced Indefinite Delivery Indefinite Quantity definitive contract is contemplated. The Contractor agrees to begin
promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the
Federal Acquisition Regulation (FAR) on the date of execution of the letter contract, (2) all clauses required by law on the date of
execution of the definitive contract, and (3) any other mutually agreeable clauses, terms, and conditions. The Contractor agrees to
submit a Firm Fixed Price proposal and cost or pricing data supporting it proposal.
(b) The schedule for definitizing this contract 1 July 2007.
(c) If agreement on a definitive contract to supersede this letter contract is not reached by the target date in paragraph (b) above, 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 with completion of the contract, subject only to the Limitation of Government Liability clause.
(1) After the Contracting Officers 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 letter contract 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 Officers determination; and
(iii) Any other clauses, terms, and conditions mutually agreed upon.
(2) To the extent consistent with subparagraph (c)(1) above, all clauses, terms, and conditions included in this letter contract shall
continue in effect, except those that by their nature apply only to a letter contract.
(End of clause)
52.217-7
OPTION FOR INCREASED QUANTITYSEPARATELY PRICED LINE ITEM (MAR 1989)
The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at
the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor anytime before
expiration of the contract. Delivery of added items shall continue at the same rate that like items are called for under the contract,
unless the parties otherwise agree.
(End of clause)
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.
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 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 marking items delivered to DoD with unique item identifiers that have machinereadable 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 (e.g., 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.
Governments 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 Contractors 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 Contractors 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 & Bradstreets
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).
Issuing agency code means a code that designates the registration (or 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, contact 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/uidtypes.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 Governments unit acquisition cost is $5,000 or more; and
(ii) The following items for which the Governments unit acquisition cost is less than $5,000:
Contract line, subline, or exhibit line
item No.
Item description:
(iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number
.
(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/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 the solution is
approved by ISO/IEC 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
TechnologySyntax for High Capacity Automatic Data Capture Media.
(4) DoD unique item identification and DoD recognized unique identification equivalents.
(i) The Contractor 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) Governments 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 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.htm.
(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)
252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS
APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (NOV 2006)
(a) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in
this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.
o 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).
(b) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if
checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of
commercial items or components.
(1) o 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).
(2) o 252.219-7003, Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DoD Contracts) (APR
1996) (15 U.S.C. 637).
(3) o 252.219-7004, Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (Test Program) (JUN
1997) (15 U.S.C. 637 note).
(4) x 252.225-7001, Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C. 10a-10d, E.O. 10582).
(5) o 252.225-7012, Preference for Certain Domestic Commodities (JUN 2004) (10 U.S.C. 2533a).
(6) o 252.225-7014, Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).
(7) o 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).
(8) o 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section 8065 of Public Law 107-117 and
the same restriction in subsequent DoD appropriations acts).
(9) o 252.225-7021, Trade Agreements (NOV 2006) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).
(10) o 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).
(11) o 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).
(12)(i) o 252.225-7036, Buy American ActFree Trade AgreementsBalance of Payments Program (OCT 2006) (41 U.S.C. 10a-10d
and 19 U.S.C. 3301 note).
(ii) o Alternate I (OCT 2006) of 252.225-7036.
(13) o 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534(a)(3)).
(14) o 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business
Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and similar sections in subsequent DoD appropriations acts).
(15) x 252.227-7015, Technical DataCommercial Items (NOV 1995) (10 U.S.C. 2320).
(16) o 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).
(17) x 252.232-7003, Electronic Submission of Payment Requests (MAY 2006) (10 U.S.C. 2227).
(18) o 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law
108-375).
(19) x 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).
(20)(i) x 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).
(ii) o Alternate I (MAR 2000) of 252.247-7023.
(iii) o Alternate II (MAR 2000) of 252.247-7023.
(iv) o Alternate III (MAY 2002) of 252.247-7023.
(21) x 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).
(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive
OrdersCommercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if
applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:
(1) 252.225-7014, Preference for Domestic Specialty Metals, Alternate I (APR 2003) (10 U.S.C. 2533a).
(2) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).
(3) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).
(4) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).
(End of clause)
MARCORSYSCOM WAWF INSTRUCTIONS TO CONTRACTORS
ELECTRONIC INVOICING PROCEDURES (MARCORSYSCOM Feb 2006)
In compliance with DFARS 252.232-7003, Electronic Submission of Payment Request (May 2006), the United States Marine Corps
(USMC) utilizes WAWF-RA to electronically process vendor request for payment. The contractor is required to utilize this system
when processing invoices and receiving reports under this contract.
The contractor shall (i) ensure an Electronic Business Point of Contract (POC) is designated in Central Contractor Registration at
http://www.ccr.gov and (ii) register to use WAWF-RA at the https://wawf.eb.mil/ within ten (10) days after award of the contract or
modification incorporating WAWF-RA into the contract. Step by step procedures to register are available at the https://wawf.eb.mil/.
The USMC WAWF-RA point of contact for this contract is Mr. Michael J. Farley and can be reached on (703)432-3727 or via email at
michael.j.farley@usmc.mil . The alternate USMC WAWF-RA point of contact is (4)
and can be reached on (5) ###-####### or via email at (6)
.
The contactor is directed to use the COMBO format when processing invoices and receiving reports. For all requirements, the
contractor shall use the Marine Corps Systems Command DODAAC (M67854) as the DODAAC for all shipping addresses, even if the
ship-to address is other than the Marine Corps Systems Command.
DFAS-Columbus
P.O. Box 369022
Attn:Kansas-M67443
Columbus, Ohio 43236-9022
E-Mail: CCO-KC-VPIS@DFAS.MIL
PHONE: 1-800-756-4571 #2 then #4
WAWF: https://wawf.eb.mil/
VPIS: https://www.dfas.mil/money/vendor
Data entry information in WAWF:
Payment Office DoDAAC: (8a)
Issue By DoDAAC: (8b)
Admin Office DoDAAC: (8c)
Ship To/Service Acceptor DoDAAC: (8d)
Contract Number: (8e)
/EXT
Before closing out of an invoice session in WAWF-RA, but after submitting your document or documents, the contractor will be
prompted to send additional email notifications. The contractor shall click on Send Additional Email Notifications block on the
page that appears. Add the primary point of contacts email address(provided above) in the first email address block and add the
alternate point of contacts email address in the following block. This additional notification to the government is important to ensure
the appropriate point of contact is aware that the invoice documents have been submitted into the WAWF-RA system.
NOTE: The POCs identified above are for WAWF issues only. Any other contracting questions/problems should be addressed
to the POC identified in Section A of the contract.
PURCHASE DESCRIPTION
14 Dec 06
Purchase Description
For
Material Handling and Construction Equipment
Add on Armor Crew Protection Kit
1. SCOPE
1.1 Scope. This specification covers an Add On armor (AoA), Crew Protection Kit for the following United States Marine Corps
Engineer Equipment.
Nomenclature
High Speed, high mobility crane
All Terrain Crane
OEM
P&H
Demag
Model
HSHMC-25
MAC-50
NSN
3810-01-320-1920
3810-01-538-4030
Full-Tracked, crawler type tractor w/ angle blade
Full-Tracked, crawler type tractor w/ multi-purpose bucket
Extendable boom forklift truck
Lightweight rough terrain forklift truck
Backhoe Loader
Sweeper, Runway
Case
Case
JLG
Terex
Caterpillar
Elgin
1150
1155
MMV
51-19MD
420D/E
Crosswind
2410-01-254-1667
3805-01-315-1091
3930-01-508-0886
3810-01-320-1925
3805-01-514-7166
3930-01-504-2618
1.2 Classification. The CPKs will be comprised of replaceable opaque and transparent armor pieces, a substructure and
mounting provisions for the armor, and modifications to the parent vehicle or additional equipment as necessary to meet safety, human
factors, and vehicle performance requirements. The designs shall consider:
·
Maximizing commonality of components with existing CPKs currently installed on the Material Handling and
Construction Equipment fleet, such as windows, windshield, hinges, latches, frames, armor composition, mounting system, etc.
·
Minimizing impact on the operation and effectiveness of the vehicle/system.
·
Maximizing commonality of hardware and minimizing number of installation tools.
·
Pre-assembly of components into subassemblies.
·
The use of proven materials, processes and techniques to minimize test requirements.
1.3 Required/Desired. Within this procuring document, the term required refers to the minimum threshold that will be accepted.
Desired refers to goals that we would like to be achieved.
2. APPLICABLE DOCUMENTS
MIL-STD-130
MIL-STD-209
MIL-STD-1366
Identification Marking of US Military Property
Interface Standard for Lifting and Tie down Provisions for Military Equipment
Interface Standard for Transportability Criteria
MILITARY TRAFFIC MANAGEMENT COMMAND TRANSPORTATION ENGINEERING AGENCY (MTMCTEA)
MTMCTEA PAMPHLET 70 1 Transportability for Better Deployability
Application for copies should be addressed to the Military Traffic Management Command Transportation Engineering Agency, ATTN:
MTTE-TR, 720 Thimble Shoals Blvd, Suite 130; Newport News, VA 23606-4537
2.2 Order of Precedence. In the event of a conflict between the text of this purchase description and the references cited [except for
associated detail specifications or Military Standards (MS)], the text of this purchase description shall take precedence. Nothing in this
purchase description, however, shall supersede applicable laws and regulations unless a specific exemption has been obtained.
3. REQUIREMENTS
3.1 Protection Level
Direct Fire. CPKs shall provide to the greatest extent a 95 percent Probability of No Penetration (PNP) against a single impact
incident from 7.62 AP at muzzle velocity. The probability shall be calculated at an 80 percent Lower Confidence Bound (LCB). The
Armor shall provide this protection level against the threat from all aspects (360(0)) 0(0) elevation 0(0) azimuth.
IED. Armor system shall provide limited flank and floor protection against fragmentation from IED. This protection shall be
equivalent to a 50 percent probability of no penetration from the 20mm Fragment Simulating
Projectile (FSP) at 3600 ft/s. This FSP velocity combination is intended to validate that the armor is capable of protecting to the 94
percentile fragment of a 152mm artillery round at 2 meters. The probability shall be calculated at an 80 percent Lower Confidence
Bound (LCB). The system must also protect crew and passengers from fatal blast effects of the 152mm artillery round detonated at 2
meter standoff.
Transparent Armor (TA) Shall provide the same protection level as the opaque armor.
Gaps. The CPK shall be designed to provide maximum coverage for the occupant. Ballistic gaps that may be necessary to
allow pass through routings for items such as driver controls, electrical harnesses and hoses shall be minimized. Joints attaching
hardware shall be design to resist separation under blast pressure.
Materials. Material for the armor shall be at the discretion of the contractor, (e.g. composite, hard steel or combination there
of, etc.)
3.2 Description. The contractor shall provide for integration of the CPKs into the systems identified. The purpose of a CPK is to
maximize crew survivability and protection in the event of direct small arms fire or IED attack. The design effort shall include the use of
3-D CAD models, preferably using software compatible with existing government programs, to minimize the need for multiple physical
mock-ups. The Government will provide a list of file formats that are translatable to Pro/E if requested. The CPK shall include opaque
armor, transparent armor, armor support provisions, doors with latching mechanism(s) and a separate, emergency egress (in case of
vehicle rollover). The emergency egress shall allow escape in the event that the cab door is inaccessible or inoperable. The CPK shall
include alterations to existing vehicle systems and components as necessary for safe operation (e.g. longer wiring harnesses, hoses, etc.).
3.2.1 Environmental Conditions. The CPK shall include the means to cool the operator, during road march and when operating
(digging, lifting, etc). The operators station shall not exceed 80 degrees F with the armor applied, with an ambient temperature of 125
degrees F, at 25 percent relative humidity. It will be tested IAW SAE J1503. This requirement may be met with a combination of:
·
·
·
Existing cooling and ventilation systems.
Insulation.
Dupplemental air conditioning.
If supplemental air conditioning is proposed, supplemental air conditioners currently used by current Tactical Vehicles (i.e. Red
Dot) shall be used. (The Government will supply details upon request). During the trade-off analysis, the Government may consider
alternate-cooling methods.
3.2.2 NBC protection. There are no requirements for NBC protection on vehicles fitted with a CPK. There is no Electromagnetic
Interference (EMI), Electromagnetic Control (EMC) or High Altitude Electro-Magnetic Pulse (HAEMP) requirements. However, CPK
components shall be coated with CARC.
3.2.3 Combat Lock. Doors shall incorporate a device (also known as a combat lock) that allows the door to be secured from the inside.
The combat lock shall prevent the door from being opened from the outside by enemy personnel and by the force of an IED explosion.
An override shall be provided so that emergency personnel outside the cab can open the door.
3.3 Transportability. The armored assets shall have the capability of being transported worldwide by rail, marine, highway, and air
modes. Guidance on transportability criteria is defined in MIL-STD-1366. Disassembly, if required to meet rail, highway, and/or air
constraints shall be accomplished in not more than six clock hours with unlimited manpower and reassembly shall be accomplished in
not more than six clock hours with unlimited manpower using only common tools and available lifting assets. No disassembly is
desired. Disassembly by use of cutting/welding equipment is NOT allowed. All tie down and lifting provision shall meet strength
requirements in accordance with MIL-STD-209 using the armor asset weight in lieu of the vehicle weight without armor.
3.3.1 Rail Transport. The armored shall be rail transportable in the Continental United States (CONUS) and North Atlantic Treaty
Organization (NATO) countries without restrictions. The armored asset shall be capable of withstanding shock loads resulting from rail
impact testing without failure, damage, or permanent deformation. When loaded on a 51-inch high rail car, the armored asset shall meet
the dimensional requirements of the Association of American Railroads (AAR) Outline Diagram for Single Loads, Without End
Overhang, on Open-Top Cars. The armored asset shall meet the dimensional requirements of Gabarit International de Chargement
(GIC) equipment gauge diagram. These diagrams apply to standard gauge rail lines in the CONUS and NATO countries. The armored
asset shall be transportable by rail with a disassembly threshold of six hours or less using equipment organic to the unit. Transport by
rail without disassembly is desired.
3.3.2 Marine Transport. The armored asset shall be capable of transport without disassembly on Roll-On/Roll-Off (RORO), break
bulk (general cargo), barge carrying (LASH and SEABEE) ships, and Army watercraft.
3.3.3 Highway Transport. The armored asset shall be highway transportable and self-loading onto the M870A2 Medium Heavy
Equipment Transporter (MHET), which has a deck height of 42, while meeting worldwide transportation requirements. The asset shall
be transportable by highway with a disassembly threshold of six hours or less using equipment organic to the unit. Transport by
highway without disassembly is desired.
3.3.4 Air Transport. The armored asset, in the transport mode, shall be capable of being driven on C-17 and C-5 aircraft with operator
in the
drivers seat. MIL-HDBK-1791 is available for guidance. Removal of the ROPS/FOPS cab is allowed provided the armored asset
remains operational. Threshold preparation time for air transport or reassemble time after air transport, must be six hours or less. C-17,
and C-5 air transport while fully assembled is desired.
3.4 Safety. The armored asset shall comply with all applicable commercial or military safety and health hazard standards.
3.4.1 Roll Over and Falling Object Protective Structure (ROPS /FOPS). The machines original falling object protection shall not be
degraded by the addition of the CPK. The CPK shall be designed such that, in the event of a 360-degree roll-over, the cab does not
intrude upon the critical zone defined by SAE J397.
3.4.2 Human Factors Engineering. The government will evaluate MANPRINT using MIL-STD-1472F Department of Defense
Design Criteria StandardHuman Engineering dated 23 August 1999 as a guide. Of particular importance are:
·
Noise (at the operators station)
·
Toxic fumes (at the operators station)
·
Accessibility of controls
·
Visibility (specifically for the ability of the operator to carry out mission functions with a minimum of degradation)
·
Ingress and egress
·
Operator contact with hot surfaces
3.4.3 Fire Extinguisher. A fire extinguisher with a minimum rating of 10 B & C shall be securely installed. A fire extinguisher bracket
(similar in size and type to national stock number (NSN) 4210-00-775-0127) shall be provided and mounted in the operator
compartment.
3.4.4 Air Conditioner. The air conditioning system (including supplemental system if applicable) shall be capable of operating in the
cooling mode at ambient temperatures between 65°F and 125°F and shall meet the cooling requirements of SAE J1503. The system
shall use an environmentally friendly refrigerant (R-134a or equivalent). The air conditioning system shall be sized to meet this
requirement with or without an armor kit.
3.4.5 Heater. The heater shall be capable of warming the cab from -25(o)F to +41(o)F within an hour after starting the when the
exterior ambient temperature is at -25(o)F. The heater shall meet the heating requirements of SAE J1503.
3.4.6 Work Lights. Lights that are removed/relocated as a result of the CPK shall be remounted. All work lights shall be brush-guard
protected. They shall be adjustable and located to illuminate maximum work area.
3.5 Identification and Marking. Each Armored asset shall be furnished with an identification plate showing the specific unique
identification markings as defined in MIL-STD-130. The identification plate shall include the following information: which vehicle the
CPK applies to, NSN, USMC registration number, identification number, weight, date of manufacture and date of delivery. The
identification plate shall be permanently affixed to the armor kits in a readily accessible and conspicuous location. Plates shall conform
to A-A-50271 or contractors standard plates subject to the approval of the contracting Officer
3.5.1 Transportability Data Plate. The contractor shall provide new data plate per MIL-STD-209K, as a result of the CPK installed.
The information shall include lifting and tie-down provisions, Gross Vehicle Weight (GVW), vehicle dimensions, weight distribution,
length, width, height, approach/departure angles, ramp crest angle, axle loads and locations, Center of Gravity (CG) at GVW.
3.5.2 RADIO FREQUENCY IDENTIFICATION TAG (RFID): Contractor shall attach a GFE Radio Frequency Identification Tag
on all shipments.
The contractor shall obtain RFID tags from the Defense Distribution Center (DDC) at New Cumberland, PA. DDC will create
the tags and express mail them to the contractor for inclusion on the AoA CPKs. In order for the DDC to prepare the tags, the
information below must be emailed (delivery@ddc.dla.mil) to DDC no later than 3 days before shipment. Also include the mailing
address to which the DDC is to send the tags. The contact number for DDC is 800-456-5507.
RFID Tag Required Elements
Ship from DODAAC
Ship to DODAAC
Mark For DODAAC
Ultimate Consignee
Priority
Required Delivery Date
Required Delivery Date at Customer
Mode
Carrier Code
Ownership SCAC
Container Number
Vessel Name
Scheduled Sail Date
POE/APOE
POD/APOD
Container TCN
Seal Number
Bill of Lading Number
Contract Number
National Stock Number
Nomenclature
Declared Value
Quantity
Unit of Issue
Condition Code
NMFC
Commodity Codes
# of Sea vans Requested
Container Size
Type Container
Estimated # of Pieces
NOT Quantity from MRO
Enter Shipper DODAAC (SC3103 is DDC)
Consignee (DODAAC)
Consignee (DODAAC)
Consignee (DODAAC)
4-digit Alpha Code (Preferred Ocean Carrier)
4-digit Alpha Prefix from Container
(DTR 3-Character Code)
Enter Info from Vendor, or Applied by DDC
For Air Shipments
Enter NSN Total Price
For Air Shipments
Enter total # Seavans This Shipment (Usually One)
Size Container Requested (20=20-ft Seavan)
Dry or Freeze (Refrigerated Container)
Enter # Pieces Loaded in Container;
(6 = 6 Pallets)
3.5.3 Shipping Data Plates. New shipping data plates shall be furnished with as a result of shipping data plate. All shipping data plates
shall show a silhouette of the asset in its transport configuration indicating the shipping weight, center of gravity and the location and
capacity of the slinging and tie-down provisions. The plate shall be attached by screws, bolts or rivets and affixed to the asset in a place
thats protected and conspicuous.
3.5.4 Military Load Classification Identification. A classification number for the armored asset shall be displayed with 3.5-inch
gothic black numerals centered within a 9-inch diameter, 0.25 inch thick black border. This sign is displayed on the front (curbside) of
the asset and below the operators line of vision. The sign may be painted or placed on a plate permanently mounted to the asset. The
sign shall be visible at ground level at a distance of 20 feet from the left front of the asset. The government will assign the weight
classification number.
3.7 Treatment and Painting. All metallic components shall be protected against corrosion by their material composition (for
example stainless steel), metallic coating (for example galvanizing) or paint coating. All
surfaces exposed to the environment during storage and after installation shall be protected. Metallic items shall be painted on all
surfaces. Non-metallic items shall be painted as necessary to prevent degradation due to environmental effects and for camouflage
purposes. All paint shall be Chemical Agent Resistant Coating (CARC). Paint shall be applied in accordance with MIL-DTL-53072C or
drawing 19207-12420325.Fasteners supplied in the kits (e.g. bolts, screws, washers and nuts) need not be pre-painted. The kit assembly
instructions shall indicate when such items need be painted, after assembly, for corrosion or camouflage purposes.
Kit components shall be painted Tan 686, color number 33446 in accordance with FED-STD-595B. The contractor shall
identify special cleaning and maintenance procedures necessary to preserve the integrity of the CPK. Examples are: methods of cleaning
transparent armor to prevent scratching, and cleaning and handling requirements to prevent degradation of composite and fabric
materials.
3.8
Welding. Welding procedures and welder qualification shall be in accordance with AWS D14.3.validate that the armor is
capable of protecting to the 94.
AMENDMENT OF SOLICITATION/MODIFICATION OF
CONTRACT
1. CONTRACT ID CODE
J
2. AMENDMENT/MODIFICATION NO.
P00001
6. ISSUED BY
3. EFFECTIVE DATE
4. REQUISITION/PURCHASE REQ. NO.
5. PROJECT NO. (If applicable)
SEE BLOCK 16C
CODE M67854
7. ADMINISTERED BY (If other than
CODE S3309A
item 6)
DCMC GARDEN CITY
CODE CT
605 STEWART AVENUE
2200 LESTER STREET
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code)
o
9A. AMENDMENT OF SOLICITATION NO.
o
9B. DATED (SEE ITEM 11)
x
10A. MOD. OF CONTRACT/ORDER NO. M67854-07-D-5023
x
10B. DATED (SEE ITEM 13) 27-Feb-2007
GARY EVANS
HICKSVILLE, NY 11801-3641
CODE: 31UG4
FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATION
o The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer
o is extended
ois not extended.
Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods: (a) By
completing Items 8 and 15, and returning
copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) by
separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (If required)
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
o
o
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).
x
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 52.212-4(c)
o
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor o is not, x is required to sign this document and return1copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
Modification Control Number: rdingle073183
The purpose of this modification if to add a new CLIN to the basic contract. See summary of change.
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A as heretofore changed, remains unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (Type or print)
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Charles R. Pegg, Project Manager
TERRY MCGINN/CONTRACTING OFFICER
TEL: 703-432-5028 EMAIL: terence.mcginn@usmc.mil
15B. CONTRACTOR/OFFEROR
15C. DATE SIGNED
16B. UNITED STATES OF AMERICA
13-Sept-07
BY:
(Signature of person authorized to sign)
16C. DATE SIGNED
/S/
17-Sep-2007
(Signature of Contracting Officer)
EXCEPTION TO SF 30
30-105-04
APPROVED BY 01RM 11-84
STANDARD FORM 30 (Rev. 10-83)
Prescribed by GSA
FAR (48 CFR) 53.243
1
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE
J
2. AMENDMENT/MODIFICATION NO.
P00001
6. ISSUED BY
3. EFFECTIVE DATE
4. REQUISITION/PURCHASE REQ. NO.
5. PROJECT NO. (If applicable)
SEE BLOCK 16C
CODE M67854
7. ADMINISTERED BY (If other than item 6)
DCMC GARDEN CITY
605 STEWART AVENUE
CODE CT
2200 LESTER STREET
CODE S3309A
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code)
o
9A. AMENDMENT OF SOLICITATION NO.
o
9B. DATED (SEE ITEM 11)
x
10A. MOD. OF CONTRACT/ORDER NO. M67854-07-D-5023
x
10B. DATED (SEE ITEM 13) 27-Feb-2007
GARY EVANS
CODE: 31UG4
FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
o The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer
o is extended
o is not extended.
Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods: (a) By
completing Items 8 and 15, and returning
copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) by
separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter
makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (If required)
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
o
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
CONTRACT ORDER NO. IN ITEM 10A.
o
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).
x
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 52.212-4(c)
o
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor o is not, x is required to sign this document and return1copies to the issuing office.
14.
DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
Modification Control Number: rdingle073183
The purpose of this modification if to add a new CLIN to the basic contract. See summary of change.
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A as heretofore changed, remains unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (Type or print)
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TERRY MCGINN/CONTRACTING OFFICER
TEL: 703-432-5028EMAIL: terence.mcginn@usmc.mil
15B. CONTRACTOR/OFFEROR
15C. DATE SIGNED
16B. UNITED STATES OF AMERICA
16C. DATE SIGNED
17-Sep-2007
/S/
BY:
/S/
(Signature of person authorized to sign)
(Signature of Contracting Officer)
EXCEPTION TO SF 30
30-105-04
STANDARD FORM 30 (Rev. 10-83)
APPROVED BY 01RM 11-84
Prescribed by GSA
FAR (48 CFR) 53.243
2
M67854-07-D-5023
SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGES
SECTION SF 1449 - CONTINUATION SHEET
SOLICITATION/CONTRACT FORM
The total cost of this contract was increased by $150,000.00 from $18,950.176.45 (EST) to $19,100,176.45 (EST).
SUPPLIES OR SERVICES AND PRICES
CLIN 0019 is added as follows:
MAX
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
MAX AMOUNT
150,000
0019
Dollars
$
$
1.00
150,000
$
150,000
U.S.
Load Testing & Evaluation
FFP
Load Testing & Evaluation of the following cranes: HSHMC 25 Ton Crane,
Light Crane Air Mobile (AMC) and All Terrain Crane (ATC).
FOB: Destination
MAX
NET AMT.
INSPECTION AND ACCEPTANCE
The following Acceptance/Inspection Schedule was added for CLIN 0019:
INSPECT AT
ACCEPT BY
INSPECT BY
ACCEPT AT
Origin
Government
Government
(End of Summary of Changes)
85
Destination
Exhibit 10.5
Offeror to Complete Block 12, 17, 23, 24 & 30
1.
Requisition Number
SEE SCHEDULE
2.
Contract No.
W56HZV-05-D-0382
3.
Award/Effective Date
2005OCT07
4.
Order Number
5.
Solicitation Number
6.
Solicitation Issue Date
7.
For Solicitation Information Call:
A.
Name
MARIA KRAUS
B.
Telephone Number (No Collect Calls)
(586) 574-6950
8.
Offer Due Date/Local Time
9.
Issued By
Code W56HZV
U.S. ARMY TACOM LCMC
AMSTA-AQ-ADEC
WARREN, MICHIGAN 48397-5000
HTTP://CONTRACTING.TACOM.ARMY.MIL
Email: MARIA.V.KRAUS@US.ARMY.MIL
10.
This Acquisition Is x Unrestricted OR o Set Aside: % For
o Small Business o Emerging Small Business o 8(A) o Hubzone Small Business
o Service-Disabled Veteran-Owned Small Business NAICS: 336992 Size Standard:
11.
Delivery for FOB Destination Unless Block Is Marked
o See Schedule
12.
Discount Terms
x 13a. This Contract Is A Rated Order Under DPAS (15 CFR 700)
13b.
Rating DOA4
14.
Method of Solicitation o RFQ o IFB o RFP
15.
Deliver To:
SEE SCHEDULE
Code
Telephone No.
16.
Administered By:
Code S3309A
DCMA LONG ISLAND
605 STEWART AVENUE
GARDEN CITY, NY 11530-4761
SCD: A
17.
PAS: 2005SEP23
Contractor/Offeror
Code 31UG4
FACILITY
230 DUFFY AVE. UNIT C
Telephone No. (516) 390-5301
o
17b. Check If Remittance Is Different And Put Such Address In Offer
18a.
Payment Will Be Made By
Code HQ0337
DFAS - COLUMBUS CENTER
DFAS - CO/NORTH ENTITLEMENT OPERATION
P.O. BOX 182266
18b.
Submit Invoices To Address Shown In Block 18a Unless Block Below Is Checked
o See Addendum
19.
Item No.
20.
Schedule of Supplies/Services
SEE SCHEDULE
Contract Expiration Date: 2010OCT07
(Use Reverse and/or Attach Additional Sheets As Necessary)
21.
Quality
22.
Unit
23.
Unit Price
24.
Amount
25.
Accounting And Appropriation Data
26.
Total Award Amount (For Govt. Use Only)
$0.00
£ 27a.
Solicitation Incorporates By Reference FAR 52.212-1, 52.212-4. FAR 52.212-3 And 52.212-5
o Are
o Are Not Attached.
S 27b. Contract/Purchase Order Incorporates By Reference FAR 52.212-4. FAR 52.212-5 Is Attached.
x Are
Are Attached.
Addenda
£ Are Not Attached.
£ 28. Contractor Is Required To Sign This Document And Return
Copies to Issuing Office. Contractor Agrees To Furnish And
Deliver All Items Set Forth Or Otherwise Identified Above And On Any Additional Sheets Subject To The Terms And Conditions
Specified.
£ 29. Award OF Contract: Ref.
Offer Dated
. Your Offer On Solicitation (Block 5), Including Any
Additions Or Changes Which Are Set Forth Herein, Is Accepted As To Items:
30a. Signature Of Offeror/Contractor
30b. Name And Title Of Signer (Type Or Print)
30c. Date Signed
31a. United States Of America (Signature Of Contracting Officer)
/SIGNED REPRINT/
31b. Name Of Contracting Officer (Type Or Print)
TOD V. MILLER
TOD V. MILLER@US.ARMY.MIL
(586) 574-6802
31c. Dated Signed
20050CT07
32a. Quantity In Column 21 Has Been
£ Received
£ Inspected
£Accepted, And Conforms To The Contract, Except As Noted:
32b. Signature Of Authorized Government Representative
32c. Date
32d. Printed Name and Title of Authorized Government Representative
32e. Mailing Address of Authorized Government Representative
32f. Telephone Number of Authorized Government Representative
32g. E-Mail of Authorized Government Representative
33. Ship Number
£
Partial
£ Final
34. Voucher Number
35. Amount Verified Correct For
36. Payment
£ Complete £ Partial £ Final
37. Check Number
38. S/R Account No.
39. S/R Voucher Number
40. Paid By
41a. I Certify This Account Is Correct And Proper For Payment
41b. Signature And Title Of Certifying Officer
41c. Date
42a. Received By (Print)
42b. Received At (Location)
42c. Date REcd (YY/MM/DD)
42d. Total Containers
SUPPLEMENTAL INFORMATION
THE FOLLOWING MODIFICATIONS HAVE BEEN INCORPORATED
P00001
P00002
P00003
P00004
P00005
P00006
P00007
P00008
P00009
P00010
P00011
P00012
P00013
P00014
P00015
P00016
P00017
P00018
P00019
P00020
P00021
P00022
P00023
P00024
P00025
P00026
P00027
P00028
P00029
P00030
P00031
P00032
MODIFICATION P00002 to CONTRACT W56HZV-05-D-0382 is issued to make the following administrative changes:
1. Change the Inspection, Acceptance, and FOB Point to ORIGIN for CLINS 0011HA, 0012HA, 0013HA, 0014HA, 0015HA,
0021HA, 0022HA, 0023HA, 0024HA, 0025HA, 0031HA, 0032HA, 0033HA, 0034HA, 0035HA, 0041HA, 0042HA, 0043HA,
0044HA, 0045HA, 0051HA, 0052HA, 0053HA, 0054HA, 0055HA, 0061HA, 0062HA, 0063HA, 0064HA, 0065HA.
2. Added clause 52.232-16(ALT 1) Progress Payments for a small business.
3. Changed clause 52.204-4850 ACCEPTANCE APPENDIX to correct minor errors. There is no Section E in Commercial Contract so
the reference to Section E is taken out. The clause 52.246-4028 for the INSPECTION POINT is changed to 52.246-4005, INSPECTION
AND ACCEPTANCE POINTS: ORIGIN.
4. Changed clause 52.246-4005, INSPECTION AND ACCEPTANCE POINTS: ORIGIN - to add ADSIs address where inspection
and acceptance will be held for the production kits.
5. Delete clause 52.204-4016 TACOM-WARREN ELECTRONIC CONTRACTING clause. This clause pertains to solicitations not
awarded contracts.
6. Delete clause 52.217-4004 DESTINATION FOR OPTION QUANTITIES. This clause is not required for this contract as no option
quantities exist.
7. Delete clause 52.242-4457 DELIVERY SCHEDULE FOR DELIVERY ORDERS and narrative F 002. This clause and narrative is a
duplication of delivery schedule information and conflicts with other delivery order instructions.
8. Revised narrative F 002 to tailor the delivery schedule narrative to reflect the delivery requirements of this contract.
9. Revised Exhibit A thru C - CDRLs A001 thru A010. Changes were made to include contract number, contractor, and distribution
list.
10.
Added Trade-Off Study DID as Attachment 010 to the contract. This document describes to the contractor the use, format, and
content they submit to TACOM with the results.
11.
Section J is hereby added to identify the list of attachments.
12.
No change in contract amount as a result of this modification.
13.
All other terms and conditions remain the same and in full force and effect.
. *** END OF NARRATIVE A0002 ***
Regulatory Cite
1
52.204-4850
(TACOM)
Title
ACCEPTANCE APPENDIX
Date
MAR/2006
(a)
Contract Number W56HZV-05-D-0382 awarded to American Defense Systems, Inc., aka ADSI. The Government
accepts your proposal dated 16 September 2005, as revised through discussions on 3 October 2005 in response to Solicitation Number:
W56HZV-05-R-0951, signed by Anthony J. Piscetelli, Chief Executive Officer of your company.
(b)
The contractor, in its proposal, provided the following data for the listed clauses in this contract:
52.246-4025, HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT TACOM QUALITY SYSTEM
REQUIREMENT
52.246-4005, INSPECTION AND ACCEPTANCE POINTS: Origin
Shipping Characteristics: Best Commercial
Others: N/A
(c)
Any attachments not included with this document will be provided by TACOM-Warren directly to the administrative
contracting officer (ACO) via e-mail. A hard copy of the award will be sent to those ACOs not EDW (Electronic Document Workflow)
capable. Technical data packages will be mailed by TACOM-Warren to the ACO on CD-ROM. Within one week of this award, any
office not able to obtain these attachments from TACOMs website (http://contracting.tacom.army.mil/) and still requiring a copy, can
request it by sending an e-mail message to the buyer listed on the front page of this contract.
NO TECHNICAL DATA PACKAGES ARE FORTHCOMING; ALL DATA EITHER PROVIDED WITH THIS
CONTRACT OR VIA EMAIL ATTACHMENT TO IT.
(d)
The following Amendment(s) to the solicitation are incorporated into this contract: 0001, 0002, 0003, 0004
[End of Clause]
Regulatory Cite
2
52.217-4911
(TACOM)
Title
NOTICE OF URGENT REQUIREMENT
Date
NOV/2001
TACOM considers this requirement to be urgent. Timely performance and delivery are essential. Deliveries ahead of schedule
are encouraged whenever they can be offered without additional cost to the Government. The Contractor is requested to immediately
contact the buyer or contracting officer identified on the cover page of this document to notify them of any pending or potential
problems and/or suggestions for contract streamlining that would enable faster deliveries.
[End of Provision]
MODIFICATION P00001 to CONTRACT W56HZV-05-D-0382 is issued to make the following administrative changes:
1.
Remove reference within Statement of Work relating to RFP. Changed paragraph 3.1 reference from Request for Proposal
(RFP) to contract. Changed paragraph 3.2.1 reference from RFP, to contract.
2.
Remove sentence The final Safety Assessment Report (SAR) for each system is due 10 days after successful completion of
prototype testing. And change paragraph 3.11.1 within the Statement of Work to include this sentence Thirty (30) days after contract
award, the Government reviews and provides comments 15 days after receiving draft report. The final draft is due back to Government
15 days after Government review.
3.
Added clause 52.245-2 Government Property (GFP) in section I to support paragraph 3.12 of the scope of work. The GFP
items are listed below:
Description
Scraper, 621B
Scraper, 621B
Vibratory Roller, CS-563D
Vibratory Roller, CS-563D
High Speed Compactor, 815
High Speed Compactor, 815
Loader 2.5, MW24C
Loader 2.5, MW24C
Grader, 130G
Grader, 130G
Serial number
2DB00929
2DB00958
1SZ00144
1SZ00143
2BS00026
2BS00027
9157430
9157156
7GB01770
7GB01765
4.
Paragraph f.1 is revised in its entirety and replaces the last section within narrative C001. Paragraph f.1 was put into narrative
F002 defining the delivery schedule for the prototype kits.
5.
6.
*** END OF NARRATIVE A0001 ***
Modification P00003 to Contract W56HZV-05-D-0382 is issued to;
1.
Establish CLIN 0011AE for one Emergency Egress Window for $3,325.36. Destination Aberdeen Proving Ground, Maryland.
2.
Establish CLIN 0011AD for two additional door assemblies (one loader and one roller) for testing with a unit price of
$11,226.51. Destination Aberdeen Proving Ground, Maryland.
3.
Based on the above, there is no change to the contract amount. Subject CLINs will be funded under Delivery Order 0002.
4.
Modification P00004 to Contract W56HZV-05-D-0382 is issued to make the following administrative changes:
1.
Change the priority for CPK production to the following:
Grader
Loader
Vib Roller
Scraper
Compactor
2.
Establish the following vehicles as GFM being provided to ADSI for installation of the Add on Armor, Crew Protection Kits.
The serial numbers for five scrapers are:
2DB00481
2DB00483
2DB00485
2DB00920
2DB00927
The serial number for one vibratory roller is 1SZ00146.
3.
Correct the titles for CLINs 0011TB, 0021TB, 0031TB, 0041TB and 0051TB to TECHNICAL DATA PACKAGE per
paragraph 3.2.6 of the Scope of Work.
4.
Correct the references under CLIN 1200, DATA ITEM and the corresponding CDRLs.
5.
Correct the following in the Scope of Work.
a.
b.
3.2.5 Drawing Packages, the CDRL reference should read A003.
3.8 Opaque Armor Special Requirement, the CDRL reference should read A002.
6.
Add paragraph 3.12.2 to the Scope of Work. Clause 52.245-2 Government Property has already been incorporated in the
contract for reference.
7.
Based on the above, the contract amount remains unchanged. All other terms and conditions remain the same and in full force
and effect.
Modification P00005 to Contract W56HZV05-D-0382 is issued to:
1.
Establish CLINs for the Technical Bulletin/Provisiong Parts List (TB/PPL) as follows
0011TC TB/PPL for the Loader
0021TC TB/PPL for the Grader
0031TC TB/PPL for the Scraper
0041TC TB/PPL for the Vibratory Roller
$
$
$
$
150,876.98
150,876.98
150,876.98
170,988.97
0051TC TB/PPL for the High Speed Compactor
2.
$
170,988.97
Based on the above, there is no change to the contract amount. Subject CLINs will be funded under Delivery Order 0001.
3.
In Section C, Scope of Work, delete 3.5 Other Instructions and replace with 3.5 Technical Publications: Construction/
Materiel Handling Equipment, Crew Protection Kit (CPK) Technical Bulletin (TB) and Parts Provisioning List (PPL).
4.
a.
b.
c.
d.
e.
f.
Add CDRLS A011, A012 and A013 (2 pages) and update the Data Requirements to add A011, A012 and A013.
Add Attachment 011 Exhibit Repair Parts and special Tools List (RPST) requirements (17 pages).
Add Attachment 012 Exhibit General Publication Requirements (7 pages).
Add Attachment 013 TM Requirements Matrix, Table A-II and A-VI (8 pages).
Add Attachment 014 LMI/PMR Worksheets (5 pages).
Add clause 252.246-70001 Warranty of Data.
5.
All other terms and conditions remain unchanged and in full force and effect.
Modification P00006 to Contract W56HZV-05-D-0382 is issued to:
1.
Delete the ISO 9001-2000 requirement from paragraph 3.9.1 of Section C, the Scope of Work. The paragraph will read as
follows: The contractor shall utilize a Quality Program that, as a minimum, shall include: quality plan, inspection requirements, record
keeping, control of processes, and control of discrepancies (identification, investigation, corrective action and disposition of nonconforming items). All work performed under this contract shall be conducted by qualified personnel in accordance with best
commercial quality standards.
2.
Delete Clause 52.246-4025, Higher-Level Contract Quality Requirement - TACOM Quality System Requirement found in the
ACCEPTANCE APPENDIX.
3.
Delete Clause 252.211-7000 Item Identification and Valuation (Alternate I dated April 2005) otherwise know as the unique
item identification (UID) clause. This requirement has been waived.
4.
Add the following subcontractors to clause 52.246-4005 Inspection and Acceptance Points: Origin. Subcontractor for the air
conditioner: Red Dot Corporation, 495 Andover Park East, Seattle, WA 98188-7657; phone: 206-575-3840.
Subcontractor for steel cutting, fabricating, welding and painting: ACTION GROUP, 411 N. Reynoldsburg - New Albany Road,
Blacklick, OH 4304-9630; phone 614-868-8868.
5.
Based on the above there is no change to the contract amount. All other terms and conditions remain unchanged and in full
force and effect.
Modification P00007 to Contract W56HZV-05D-0382 is issued to make the following administrative changes:
1.
Establish the following vehicles as GFM being provided to ADSI for installation of the Add on Aremor, Crew Protection Kits.
The serial numbers for three graders are:
7GB 01464
7CB0148C R03/06
7CB0149Z
2.
Establish the following end item NSNs and P/N for the equipment after the armor is installed.
621B Scraper
NSN 3805-01-538-6852
P/N 12506560
130G Grader
NSN 3805-01-538-6850
P/N 12506561
MW24C Loader
NSN 3805-01-538-7782
P/N 12506559
Vibratory Roller
NSN 3895-01-538-8279
P/N 12506562
Compactor
NSN 3805-01-538-7811
P/N 12506563
3.
Add the following address as American Defense Systems secondary facility address: 2750 Avenue B North, North
Charleston, SC 29405
4.
Add the following paragraph into the special provisioning Section H: Contract Support/Servies: The contractor is
authorized to obtain test support/services at DoD rates from Major Range and Test Facility Base (MRTFB) installations as governmentfurnished services.
5.
Delete paragraph 3.2.3.10 RADIO FREQUENCY IDENTIFICATION TAY (RFID) from Section C, Scope of Work. The
RFID requirement is no longer applicable to this contract.
6.
and effect.
***END OF NARRATIVE A0007***
Modification P00008 to Contract W56HZV-05-D0382 is issued to make the following price changes due to the upgrade of the Cab
Temperature Package (includes the air conditioner, heat, insulation, alternator, weatherstripping, mounting hardware and vendors
labor) as a result of the Critical Design Review of the Crew Protection Kit (CPK).
1.
The unit prices for the prototype CPKs have increased as follows:
0011AC Loader by $12,162.13 from $10,052.00 to $22,214.13
0021AC Grader by $13,030.65 from $ 8,200.00 to $21,230.65
0031AC Scraper by $13,016.46 from $7,300.00 to $20,316.46
0041AC Compactor by $13,096.00 from $8,400.00 to $21,496.00
0051AC Vib Roller by $13,578.54 from $10,500.00 to $24,078.54
2.
Year
The unit prices for the prouction of the CPKs have increased by the following amounts:
1
2
3
4
5
Loader
Grader
Scraper
Compactor
Vib Roller
3973.00
4534.00
4359.00
4399.00
4722.00
4262.00
4851.00
4667.00
4709.00
5110.00
4565.00
5183.00
4992.00
5034.00
5392.00
4884.00
5533.00
5331.00
5375.00
5750.00
5217.00
5901.00
5688.00
5735.00
6128.00
and changed from:
Year
1
loader
grader
scraper
compactor
vib roller
21750.00
18800.00
17700.00
18700.00
23500.00
2
3
25012.50
21620.00
20355.00
21505.00
27025.00
28764.38
24863.00
23408.25
24730.75
31078.75
4
33079.03
28592.45
26919.49
28440.36
35740.56
5
38040.89
32881.32
30957.41
32706.42
41101.65
to:
Year
1
loader
grader
scraper
compactor
vib roller
25723.00
23334.00
22059.00
23099.00
28222.00
2
3
29274.50
26471.00
25022.00
26214.00
32135.00
33329.38
30046.00
28400.25
29764.75
36470.75
4
37963.03
34125.45
32250.49
33815.36
41490.56
5
43257.89
38782.32
36645.41
38441.42
47229.65
3. Based on the above, the contract amount remains unchanged. All other terms and conditions remain the same and in full force and
effect.
The purpose of the modification P00009 to W56HZV05D0382 is to:
1.
Replace the FSR scope of work in Section C, paragraph 3.6 with the following:
3.6
Field Service Representative (FSR). The contractor shall provide a FSR for installation and post-installation support of CPKs
in CONUS and OCONUS in Southwest Asia (SWA).
3.6.1
The Contractor shall provide up to five (5) experienced and qualified mechanics, air conditioning technicians, weldermechanic, and material handling and equipment operators to serve as Field Service Representatives (FSRs) to support American
Defense Systems, Inc. (ADSI) Add on Armor (AoA) Kit installation, during initial application and subsequent fielding, at the following
sites:
One (1) FSR at Camp Anaconda, Balad, Iraq
One (1) FSR at Camp Arifjan, Kuwait
One (1) FSR at FOB Marez, Mosul, Iraq
One (1) FSR at Camp Speicher, Tikrit, Iraq
One (1) FSR at Bagram, Afghanistan
Performance period is seven (7) months with six (6) months in SWA and an option for an additional six (6) month deployment in SWA.
The Government reserves the right to add additional sites for FSR service as the mission requirements change. Additional sites will be
added by task order and individually priced.
3.6.1.1 The FSRs located in Iraq and Afghanistan shall be stationed at the locations identified in 3.6.1, but some of the work may
require traveling to the installation sites within the SWA AOR to provide temporary assistance and support NET of AoA versions of
vehicles identified in section C.3.1.
3.6.1.2 The FSR located in Kuwait shall be stationed at Camp Arifjan, but some of the work may require traveling to other locations
within the SWA AOR to provide temporary assistance and support NET of AoA versions of vehicles identified in section C.3.1.
C.1.3 The FSRs may be required to travel on a temporary basis to other locations within the SWA AOR to provide assistance and
support of AoA versions of vehicles identified in section 3.6.3.1.
3.6.2 For clarification, the AoA Kit includes:
AoA Cab Kit
Air Conditioning/Insulation Kit
Alternator Upgrade Kit
3.6.3 Field Service Representative (FSR) duties
3.6.3.1 The FSRs shall have technical writing experience and general mechanical experience with all the vehicles and variants of ADSI
produced AoA CPK.
3.6.3.1.1 The FSRs must have in-depth knowledge and expertise with all facets of ADSI Add on Armor (AoA) Kit installation on the
vehicles in section B of this contract.
3.6.3.2 The FSRs shall provide training, troubleshooting, diagnosis, repair, and resolution of technical issues in support of the ADSI
AoA Kit installation effort. The FSRs shall conduct on-the-job production line installation training for the ADSI AoA Kits for new
military personnel, Government civilian personnel, and other contractor personnel deployed to the installation site. Training shall be to
the level that site installation personnel are capable of installing and maintaining the ADSI AoA Kits without Contractor oversight. The
FSRs shall provide updated training to previously-trained mechanics to ensure that they are fully aware of all changes and
improvements made to the ADSI AoA Kit.
3.6.3.3. The FSRs shall provide on-site installation and maintenance support to the AoA New Equipment Training (NET) instructors
during operator and maintenance training of AoA versions of the vehicles in section B. NET will be performed at locations identified by
the Multi-National Command-Iraq (MNC-I) and the Combined Joint Task Force -76 (CJTF-76) . The contracting officer will provide a
14 day notice of dates and locations when NET will occur.
3.6.3.4 The Contractor shall present a weekly status report via email (in contractor format) in accordance with CDRL 014, which
identifies the hours expended and the number of AoA kits installed per vehicle type.
3.6.3.5 The FSRs shall develop a Government approved quality assurance vehicle inspection checklist to verify proper kit installation
and full mission capability. The checklist details the AoA condition, any damage to the vehicle as a result of the AoA, and any repair to
the AoA or to the vehicles. The Government will use these checklists to record process quality control, and once signed by the
certifying Government personnel certifies that work on a given vehicle has been completed to standard.
3.6.3.6 All contract employees are authorized to work a flexible 10 hour per day workday, seven days a week, to accommodate vehicle
availability, or may be directed to work a compressed schedule of not less than six days, 70 hours per week, at the discretion of the Site
Manager or COR.
3.6.3.7 All FSRs must participate in training through the CONUS Replacement Center (CRC) for deployment to SWA. The contractor
shall provide a Letter of Authorization (LOA) no later that one week from contract award. The LOA shall contain all the information
that is needed to request a Call Forward, CRC request, and data to input information into SPO Tracker (for ASAALT) . The FSRs shall
report to Ft. Bill, TX for processing through CRC no later than three weeks after contract award. This schedule is subject to change
based on space availability at CRC.
3.6.3.7.1 The contractor shall provide transportation for their personnel from point of origin to CRC, Ft. Bliss, TX and return. The
government will provide transportation from CRC to the area of operation and return. The government will provide an Official
Government Travel Memo for each contractor employee that will be traveling. The contractor shall request this memo, from the
contracting officer, no later than 14 days from contract award so the memo is available for CRC.
3.6.4 Material and Equipment
3.6.4.1 The Government will provide all facilities, installation labor, special tools, MHE, material, and supplies to support the effort.
The Government will also provide minimal field office facilities to include a desk, chair, basic office supplies, and electrical outlets.
Disposition of removed parts will be directed by the Government. The Government shall be responsible for the transportation of
vehicles and kits to the proper locations.
3.6.4.2 The Contractor shall provide its employees personal tool kits, communications, and IT equipment (i.e. satellite hook up).
3.6.4.3 The Government will provide two (2) electronic copies (CDs) of the latest Technical Bulletin (TB), AoA cab kit installation
instructions, Air Conditioning kit installation instructions, and alternator upgrade kit instruction for use as training material.
3.6.4.4 The Government will furnish on-site transportation for contract employees located in Iraq and Afghanistan. The Contractor will
be required to provide transportation at the other sites.
3.6.4.5 The Government shall provide transportation into and out of Iraq and Afghanistan for FSRs and equipment from Kuwait. The
flights into and out of Iraq and Afghanistan sites listed in C.1 shall be by military aircraft.
3.6.4.6 The Contractor shall arrange for shipment of supplies from Kuwait. These costs will be reimbursed by the Government.
3.6.5 Living Conditions
3.6.5.1 The Government will provide housing for the contract employees at the Iraq and Afghanistan sites listed in C.1. The Contractor
shall be responsible for housing for contract employees working within Kuwait.
3.6.5.2 As authorized in the Letter of Authorization or elsewhere in this contract, contract employees will be provided Government
subsistence which includes meals, billeting, emergency medical care, emergency dental are, and access to morale and welfare activities
and available chaplains. If subsistence changes during deployment (e.g. the Combatant Commander or subordinate Commander changes
the authorizations), the Contractor must notify the Contracting Officer.
3.6.5.3 Contract employees located Iraq will not be required to leave Camp Anaconda to perform off-site troubleshooting within Iraq.
The Contractors worksite will be Camp Anaconda until removed from this location IAW paragraph C.4.5.
3.6.5.4 While performing duties IAW terms and conditions of the contract, the Service Theater Commander will provide force
protection to the contract employees commensurate with that given to Service/Agency (e.g. Army, Navy) civilians in the operations
area.
3.6.5.5 As required by the operational situation, the Government may at its discretion relocate FSRs (who are citizens of the United
States, aliens in resident in the United States, or third country nationals, not residents 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.
3.6.5.6 The Contractor shall ensure that each employee hired by or for the Contractor (including subcontractors) acknowledges in
writing that they understand the danger, stress, physical hardships, and field living conditions that are possible if the employee deploys
in support of military operations. The Contractor shall ensure that contents of this paragraph are included in all subcontracts.
3.6.5.6.1- Due to further force security issues and concerns in theater, many commands are asking for verification of the status of our
contractors security background. As a result, the Contractor must maintain a completed background check on file for each employee that
will be deployed.
3.6.6 Medical Information
3.6.6.1 Prior to deployment, the Contractor shall ensure that all deployable personnel are medically and physically fit to endure the
rigors of deployment in support of a military operation. Employees who fail to meet medical or fitness standards, or who become unfit
through their own actions, will be removed from the area of operations and replaced at the Contractors expense. All personnel must
have a complete set of immunizations and inoculations for entry into SWA.
3.6.6.2 Deploying contract employees shall carry with them a minimum or a 90 day supply of any medication they require. Military
facilities will not be able to replace many medications required for routine treatment of chronic medical conditions such as high blood
pressure, heart conditions, asthma, and arthritis. Contract employees will review both the amount of the medication and its suitability in
the foreign area with their personal physician and make any necessary adjustments prior to deployment.
3.6.6.3 If glasses are required, contract employees will deploy with two pairs of glasses and a current prescription. Copies of the
prescription will be provided by the employee to the CONUS Replacement Center (CRC) so that eyeglass inserts for use in a compatible
chemical protective mask can be prepared.
3.6.6.4 The Government does require a medical screening at the CONUS Replacement Center (CRC) for FDA approved immunizations,
which shall include DNA sampling.
3.6.7 The Government shall provide the contract employees with Chemical Defensive Equipment (CDE) familiarization training
commensurate with the training provided to Department of Defense civilian employees. The training and equipment will be provided at
the CRC for employees traveling from CONUS.
3.6.8 The Government shall provide the contract employees with the necessary Isolated Personnel Report (ISOPREP) and Survival
Evasion Resistance Escape (FPI/SERE) training. This training will be conducted at the CRC.
3.6.9 The Contractor shall ensure that all deploying individuals have the required identification tags and cards prior to deployment. In
addition to the DD FM 489 (Geneva Convention Card) issued at the point of deployment, all contractor employees will be issued
personal identification tags and Common Access Cards (CAC), if available before deployment. Personal identification tags will include
the following information: full name, social security number, blood type, and religious preference. Contractor employees will maintain
all issued cards and tags on their person at all times while OCONUS. These cards and tags shall be obtained through CRC, and shall be
promptly returned to the Government upon redeployment.
3.6.10 The Contractor shall ensure that their employees obtain any appropriate VISAs before entering the theater of operations.
3.6.11 The contract employees accompanying the force are not authorized to wear military uniform, except for specific items required
for safety and security. The Combatant Commander, subordinate Joint Force Commander (JFC), or Army Force (ARFOR) Commander
may require that contractor employees be issued and be prepared to wear Organizational Clothing and Individual Equipment (OCIE), to
include Chemical, Biological, and Radiological Element (CBRE) and High-Yield Explosive defensive equipment, necessary to ensure
contractor personnel safety and security. The contract employees shall sign for all issued OCIE to acknowledge receipt and acceptance
of responsibility for the proper maintenance and accountability of the OCIE. The contract employees shall return all issued OCIE to the
Government at the place of issue unless directed otherwise by the Contracting Officer. The Contracting Officer shall require the
Contractor to reimburse the Government for OCIE lost, stolen, or damaged due to Contractor negligence or misconduct.
3.6.12 The Contractor shall ensure that deployed employees possess the required licenses to operate all vehicles or equipment necessary
to perform contract tasks in the theater of operations. Before operating any military owned or leased vehicles or equipment, the contract
employee shall provide proof of license (issued by an appropriate governmental authority) to the unit or agency issuing the vehicles or
equipment.
3.6.13 Contract employees in support of U.S. military operations are not permitted to carry personally owned firearms. Contract
employees normally shall not be armed during active military operations; however, the Combatant Commander may authorize issue of
standard military side arms and ammunition to selected personnel for personal self-defense. In this case, weapons familiarization,
qualification, and briefings on rules of engagement, shall be provided to the contract employees, completed at the CRC. Even if
authorized, acceptance of weapons by the personnel is voluntary, and must also be permitted by their employer.
3.6.14 Before deployment, the Contractor shall ensure that each contract employee completes at least three (3) DD Forms 93, Record of
Emergency Data Card. One completed form is for the CRC, one copy for the Armys Casualty & Memorial Affairs Operations Center
(CMAOC), and one copy for the Army Materiel Command (AMC) Logistics Support Element (LSE) Contractor Coordination Cell
(CCC) or other designated liaison.
3.6.15 As Executive Agent for mortuary affairs, the Army will facilitate the notification of Next of Kin (NOK) in the event that a U.S.
citizen contract employee accompanying the force OCONUS dies, requires evacuation due to injury, or is reported missing. The
Department of the Army will ensure that the Contractor notifies the employees primary and secondary NOK. In some cases, an Army
notification officer may accompany the employers representative. Notification support by the Army is dependent upon each contract
employee completing and updating as necessary, the DD Form 93, Record of Emergency Data Card. The Contractor is responsible for
the evacuation of contract employee remains from Kuwait.
3.6.16 The Contractor shall ensure that health and life insurance benefits provided to its deploying employees are in effect in the theater
of operations and allow traveling in military vehicles.
3.6.17 Unless prohibited by international agreement, the Contracting Officer shall provide a Letter of Authorization (LOA) for deployed
contractor personnel. This is the document contract employees must carry with them as authorization for use of a Government
transportation, medical facilities, billeting, and other entitlements. Contractor employees are not authorized to use Invitational Travel
Orders.
3.6.18 The Contractor shall at all times remain contractually responsible for the conduct of its employees. The Contractor shall promptly
resolve to the satisfaction of the Government, all contract employees performance and conduct problems identified by the Government.
Failure to correct such problems may result in the Government directing the Contractor, at the Contractors own expense, to replace and,
where applicable, repatriate any employee who fails to comply with this language to adhere to instructions and general orders issued by
the Combatant Commander or his/her designated representative. Such action may be taken at the Governments discretion without
prejudice to its rights under any other provision of this contract, including the Termination for Default Clause.
3.6.19 If any contract employee departs an area of operation without permission, the Contractor will ensure continued performance IAW
the terms and conditions of the work directive. If the Contractor replaces an employee who departs without permission, the replacement
is at the Contractors expense and must be complete within 72 hours, unless otherwise directed by the contracting officer.
3.6.20
The FSRs will serve as a working member of the installation teams, as needed. The FSRs may be required to travel to other
countries within the SWA AOR on a temporary basis to provide assistance.
2. CLIN 1001FA is hereby deleted and replaced with CLINs 1001FC, 1001FD, 1001FE, 1001FF and 1001FG to incorporate the
change above. The prices already established for the FSR in program years 2 through 5 do not change.
3. Establish the following vehicles as GFM being provided to ADSI for installation of the Add on Armor, Crew Protection Kits. The
serial numbers for six 130G Graders are:
7GB01480
7GB01492
7GB01464
7GB01485
7GB01497
7GB01502
and one 612B Scraper with the serial number 2DB00003.
effect.
The purpose of the modification P0010 to W56HZV05D0382 is to establish the unit prices for installation of AoA Crew Protection Kits
on the Government furnished equipment. The installation will take place in different locations and prices are set accordingly. Since the
variables will change after the next six months, these prices are for the first program year only.
1. Establish the following CLINS and unit prices for installation of
GRADER
0011JA
0011JB
0011JC
0011JD
$21,766.00
$15,240.00
$16,518.00
$15,028.00
in Charleston, by Sep 30, 06; 140 or less;
in Charleston, by Sep 30, 06; over 140;
in Albany, GA
in Hicksville, NY
LOADER
0021JA
0021JB
0021JC
0021JD
0021JE
$21,115.00
$14,589.00
$15,867.00
$14,378.00
$17,190.00
in Albany, GA
in Hicksville, NY
in Ft. McCoy
SCRAPER
0031JA
0031JB
0031JC
$22,145.00
$15,629.00
$16,897.00
in Albany, GA
0031JD
$15,408.00
in Hicksville, NY
ROLLER
0041JA
0041JB
0041JC
0041JD
$22,253.00
$15,727.00
$17,004.00
$15,515.00
in Albany, GA
in Hicksville, NY
COMPACTOR
0051JA
0051JB
0051JC
0051JD
$22,252.00
$15,727.00
$17,004.00
$15,515.00
in Albany, GA
in Hicksville, NY
2.
Add the following installation scope of work under Section C, paragraph 3.14:
14.
Installation of Add on Armor (AoA) Kits
14.1.
Installation Requirements. The Contractor shall provide qualified and experienced personnel to install Add-on Armor (AoA)
kits on the vehicles identified in Section B.
14.2.
The contractor shall install the AoA kits produced under this contract in accordance with the Government approved
installation instructions (CRDL 005) . The Government will provide quality assurance oversight of kit installation.
14.3.
The contractor shall provide adequate work facilities and all materials and equipment required for AoA kit installation. The
contractor shall provide all personnel, basic tool sets, tools identified in the AoA kit installation instructions (to include refrigerant
charging equipment), and fuel for MHE, solvents and other items (i.e. eye protection, hearing protection) required to install AoA kits.
14.4.
The contractor shall install kits at a rate of no less than one (1) vehicle per day. The contractor is authorized to accelerate this
rate.
14.5.
The contractor shall comply with all provisions of paragraph 3.9 through 3.9.5.
14.5.1. Final Inspection Report (FIR) for installed AoA: The FIR shall detail the AoA kit condition, any damage to the vehicle as a
result of the AoA kit installation, and any repair to the AoA kit or to the vehicles. The Government will use the FIR to record process
quality control, and once signed by the certifying Government personnel certifies that work on a given vehicle has been completed to
standard.
3.
Add the following pargraph 2 to Section H, Special Contract requirements:
2.
Part Support. To support the Global War on Terror and Fielding of the CPKs, the contractor agrees to enter into a seperate
parts support contract with the Defense Supply Center Columbus (DSCC) of the Defense Logistic Agency (DLA) for 3 years from
contract award. The contract will provide a ready means of acquisition of replacement parts and/or components in support of the AoA
kit. the contractor must be able to process both manual and electronic orders for DLA stock purchases and manual order for TACOM.
4.
Modification P00011 to contract W56HZV-05-D0382 is issued to make the following administrative changes:
1.
Establish the following vehicle as GFE being provided to ADSI for installation of the Add on Armor, Crew Protection Kit.
The serial number for one TRAM (664E) is: 528465.
2.
Change the Surveillance Criticality Designation Code (SCD) (page one, block 7) from C to A, so this contract will have a
higher level of prioity to the DCMA community.
3.
and effect.
Modification P00012 to Contract W56HZV-05-D0382 is issued to make the following price changes due to the crew protection kit
upgrades required as a result of either the Critical Design Review or testing. Upgrades include lift/tie down provisions with and without
shims, gun rack mounts, tires, bolts for combat locks, belly plate armor, shackles and rescue wrench.
1.
The unit prices for the prototype CPKs have increased as follows:
0011AC Loader by $2,951.80 from $22,214.13 to $25,165.93
0021AC Grader by $12,255.47 from $21,230.65 to $33,486.12
0031AC Scraper by $897.80 from $20,316.46 to $21214.26
0041AC Compactor by $644.30 from $21,496.00 to 22,140.30
0051AC Vib Roller by $4,127.67 from $24,078.54 to 28,206.21
2.
The unit prices for the production of the CPKs have increased by the following amounts:
Year
Loader
Grader
Scraper
Compactor
Vib Roller
1
2
1105.30
9874.97
339.30
89.30
2568.56
3
4
5
1280.62 1343.95 1410.30 1481.67
10534.78 11061.32 11613.04 12194.40
371.62
392.96
408.30
429.67
93.62
97.96
102.30
107.67
2696.84 2831.34 2972.35 3121.22
And changed from:
Year
Loader
Grader
Scraper
Compactor
Vib roller
1
25723.00
23334.00
22059.00
23099.00
28222.00
2
3
29274.50
26471.00
25022.00
26214.00
32135.00
33329.38
30046.00
28400.25
29764.75
36470.75
4
37963.03
34125.45
32250.49
33815.36
41490.56
5
43257.89
38782.32
36645.41
38441.42
47229.65
TO:
Year
1
Loader
Grader
Scraper
Compactor
Vib roller
26828.30
33208.97
22398.30
23188.30
30790.56
2
3
30555.12
37005.78
25393.62
26307.62
34831.84
34673.33
41107.32
28793.21
29862.71
39302.09
4
39373.33
45738.49
32658.79
33917.66
44462.91
5
44739.56
50976.72
37075.08
38549.09
50350.87
3.
and effect.
1.
Modification P00013 to Contract W56HZV-05-D-0382 is issued to authorize DCMA, New York to inspect the glass for the
Crew Protection Kits produced by American Defense Systems, INC. This statement will be added to clause 52.246-4005 Inspection and
Acceptance Points: Origin.
2.
force and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00014
Modification P00014 to contract W56HZV-05-D-0382 is issued to establish CLLINS for refurbishment of five prototype kits on the
vehicles that were tested at the Aberdeen testing facility and for the transportation of the vehicles from Aberdeen to American Defense
System, Inc (ADSI) at Charleston, SC. This modification also funds for the refurbishment and transportation of the kits on the vehicles
at ADSIs subcontractor XMCO in Warren, MI to ADSIs facility in Charleston, SC.
1.
The following CLINS have been established for the refurbishment of the first set:
0011AF refurbishment of 1 CPK on Loader for $5,713.00
0021AF refurbishment of 1 CPK on Grader for $11,127.00
0031AF refurbishment of 1 CPK on Scraper for $2,882.00
0041AF refurbishment of 1 CPK on Compactor for $2,882.00
0051AF refurbishment of 1 CPK on Roller for $2,882.00.
The following CLINS have been established for the refurbishment of the second set:
0011BF refurbishment of 1 CPK on Loader for $8,415.00
0021BF refurbishment of 1 CPK on Grader for $11,960.00
0031BJ refurbishment of 1 CPK on Scraper for $5,584.00
0041BF refurbishment of 1 CPK on Roller for $5,584.00
Total refurbishment cost is $62,613.00
2.
The following CLINS have been established for the transportation obligations:
0010AT for $23,594.00 for transportation of 5 vehicles with CPKs from Aberdeen to ADSI, Charleston, SC; 0010BT for $32,369.00 for
transportation of 5 vehicles with CPKs from XMCO, Warren MI to ADSI, Charleston, SC.
3
Based on the above there is no change to the contract amount. All other terms and conditions remain the same and in full
force and effect.
1.
The purpose of this modification P00015 is to change from Clause FAR 52-245-2 Government Property,
(May 2004) to 52-245-2 Government Property, Alternate I (Apr 1984).
2.
Based on the above change the Government will assume the rist of loss pursuant to FAR clause 52-245-2, Alternate 1
for all government property in the contractors possession.
3.
Based on the above there is no change to the contract amount. All other terms and conditions remain unchanged and
in full force and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00016
Modification P00016 to contract W56HZV-05-D0382 is issued to:
1.
Establish the prices below for the Prescribed Load List (PLL or overpack) package as described in attachment 015.
Year
1
Grader
Loader
Scraper
Roller
Comapctor
2.
1414.20
993.15
1147.73
1212.40
1235.17
3
1484.91
1042.81
1205.12
1273.02
1296.93
4
5
1559.16
1094.95
1265.38
1336.67
1361.78
1637.12
1149.70
1328.65
1403.50
1429.87
Establish the prices below for the Authorized Stockage List (ASL or Push Package) as described in attachment 016.
Year
1
Grader
Loader
Scraper
Roller
Compactor
3.
1346.86
945.86
1093.08
1154.67
1176.35
2
59057.65
49102.41
48510.73
52686.99
50881.79
2
62010.53
51557.53
50936.27
55321.34
53425.88
3
65111.06
54135.41
53483.08
58087.41
56097.17
4
68366.61
56842.18
56157.23
60991.78
58902.03
5
71784.94
59684.29
58965.10
64041.37
61847.13
Establish Clin 1001FH for $51,811.34 for one USMC Field Service Representative (FSR) for one month in Iraq.
4.
and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00017
1.
Change the prices below for the Authorized Stockage List (ASL or Push Package) due to having 2 tires added to the roller
package, 6 tires added to grader package and the mirror bracket removed from all equipment packages from:
Year
1
Grader
Loader
Scraper
Roller
Compactor
59057.65
49102.41
48510.73
52686.99
50881.79
2
62010.53
51557.53
50936.27
55321.34
53425.88
3
65111.06
54135.41
53483.08
58087.41
56097.17
4
68366.61
56842.18
56157.23
60991.78
58902.03
5
71784.94
59684.29
58965.10
64041.37
61847.13
to:
Year
1
Grader
Loader
Scraper
Roller
Compactor
61751.71
47634.22
47042.54
54369.84
49413.59
2
64839.30
50015.93
49394.67
57088.33
51884.27
3
68081.26
52516.73
51864.40
59942.75
54478.48
4
71485.32
55142.56
54457.62
62939.89
57202.41
5
75059.59
57899.69
57180.50
66086.88
60062.53
CLINs 0011PB, 0021PB, 0031PB, 0041PB 0051PB and the out years will be changed accordingly.
3.
Replace Attachment 016, the Authorized Stockage List for each vehicle mentioned above.
4.
and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00018
1.
CLIN
From
To:
Change the prices for the Roller Prescribed Load List (PLL or overpack) as follows:
0051PA
1154.67
1176.35
0052PA
1212.40
1235.17
0053PA
1273.02
1296.93
0054PA
1336.67
1361.78
0055PA
1403.50
1429.87
This change is due to fact that the price for the Anti-Slip Tape that was erroneously omitted from the previous calculation of the PLL.
2.
Change the prices for the Technical Bulletin and Provisioning to incorporate the cost of vedeography in the amount of
$10,072.85 for each system. The price changes will be under the following CLINs.
CLINs
From:
To:
0011TC
150,876.98
160,949.83
0021TC
150,876.98
160,949.83
0031TC
150,876.98
160,949.83
0041TC
170,988.97
181,061.82
0051TC
170,988.97
181,061.82
3.
and effect.
*** END OF NARRATIVE A0018
Contract:
W56HZV-05-DO382
Mofidication: P00019
Modification P00019 to contract W56HZV-05-D-0382 is issued to:
1.
Establish Clin 0901RA, Equipment Repair for $22,261.00. This will under program year one, if further repairs are required,
cost will be negotiated at a future date and a new line item will be added.
2.
The following language will be added to the Scope of Work, Section C:
14.3.1. The contractor maybe authorized to perform minor repairs to the vehicles, to allow the AoA kits to be applied. Upon receipt
and completion of the initial inspection of the vehicles, by DCMA, if the vehicle requires repairs, the contractor will provide a condition
assessment identifying area requireing repair to TACOM. All repairs shall be authorized by TACOM, PM Force Projection, before work
begins.
3.
and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00020
1. Incorporate the Add on Armor (AoA), Crew Protection Kit (CPK) requirements for the Tractor, Rubber-tired, Articulated steering,
Multi-purpose (TRAM) for the United States Marine Corp (USMC) into the basic contract under the following CLINS. The subject
Contract is a 5 year IDIQ and the TRAM CPK unit prices have been established for the 5 Program Years listed below.
CLIN
0071AB
0071AC
0071HA
Description
Door Assembly
Ballistic Test Coupon (2)
Crew Protection Kit
Unit Cost
$
$
$
12,500.00
1,000.00
57,895.00(YR1)
0071SA
0071PA
0071SB
0071TA
0071TB
0072HA
0073HA
0074HA
0075HA
ASL
PLL Price List
Spare Parts List
Drawing Package
TDP
Crew Protection Kit
Crew Protection Kit
Crew Protection Kit
Crew Protection Kit
$
$
$
$
$
$
$
$
$
20,000.00
15,000.00
25,000.00
35,000.00
45,000.00
62,527.00(YR2)
67,530.00(YR3)
72,933.00(YR4)
78,768.00(YR5)
A006 has been updated to reflect the FIR price of $5,000.00 for the TRAM only.
2. The following paragraphs have been renumbered in section C of the Scope of Work:
From:
To:
14.
14.1.
14.2.
14.3.
14.3.1.
14.4.
14.5.
14.5.1.
3.14
3.14.1
3.14.2
3.14.3
3.14.3.1
3.14.4
3.14.5
3.14.5.1
3. Paragraphs 4.1 thru 5.10.2 in section C of the Scope of Work have been added to reflect the new effort for the TRAM. Corresponding
CDRLs B001 thru B006 have been incorporated into the contract.
4. Paragraph 5.1.1 of the scope of work has been added to Section F of the basic contract.
effect.
Contract:
Modification:
W56HZV-05-D-0382
P00021
1.
Incorporate pricing for the Tractor, Rubber-tired, Articulated steering, Multi-purpose (TRAM) Field Service Representative
(FSR) and FSR Management Visits for the United States Marine Corp (USMC) into the basic contract under the following CLINS. The
FSR and management visit prices have been established for the 4 remaining program years listed below.
CLIN
1002FH
1002FJ
1003FH
Description
TRAM Field Service Representative (FSR)
TRAM FSR Management Visits
Unit Cost
$
$
$
498,376.26(YR2)
15,178.79(YR2)
522,545.08(YR3)
1003FJ
1004FH
1004FJ
1005FH
1005FJ
$
$
$
$
$
15,937.73(YR3)
547,922.33(YR4)
16,734.61(YR4)
574,568.45(YR5)
17,571.34(YR5)
2.
Paragraph 5.6.1.7.2 has been added to Section C of the scope of work to reflect the Field Service Representative (FSR)
management visits.
3.
and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00022
The purpose of this modification P00022 to contract W56HZV-05-D-0382 is issued to:
1.
Incorporate prices under the following CLINS for the Field Service Representative (FSR) for the US Army portion of this
contract beyond the six month option mention in the SOW, Section C, 3.6.3. These prices are based on the previous negotiated FSR
rates in Modification P000021 and established for the four remaining year listed below.
1002FS, one FSR for program year 2 (May 07 - Apr 08) for $498,376.26
1003FS, one FSR Program year 3 (May 08 - Apr 09) for $522,545.08
2.
and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00023
1.
Change the prices below for the Authorized Stockage List (ASL or Push Package) due to change in glass and more parts add
to each package from:
Year
Grader
Loader
Scraper
Roller
Compactor
1
61751.71
47634.22
47042.54
54369.84
49413.59
2
64839.30
50015.93
49394.67
57088.33
51884.27
3
68081.26
52516.73
51864.40
59942.75
54478.48
4
71485.32
55142.56
54457.62
62939.89
57202.41
5
75059.59
57899.69
57180.50
66086.88
60062.53
To:
Year
1
Grader
Loader
Scraper
Roller
Compactor
90979.74
64065.58
63878.89
76623.63
70732.97
2
95528.73
67269.91
67073.83
80454.81
74269.62
3
100305.16
70633.40
70426.48
84477.55
77983.10
4
105320.42
74165.07
73947.80
88701.43
81882.25
5
110586.44
77873.33
77645.19
93136.50
85976.37
CLINs 0011PB, 0021PB, 0031PB, 0041PB 0051PB and the out years will be changed accordingly.
3.
Replace Attachment 016, the Authorized Stockage List for each vehicle mentioned above.
4.
Establish CLIN 0027AA, Storage Cost. The government will pay the daily rate of $8.60 for each crew protection kit per left in
storage over 60 days after inspection at ADSI.
5.
Establish CLINs to add the cost of crating the CPKs for overseas shipments under the following: 0011HC, 0021HC, 0041HC,
0051HC, and 0071HC for TRAM. The out years will be added accordingly.
Year
Grader
Loader
Scraper
Roller
Compactor
Tram
1
2150.57
1314.29
1363.13
1928.03
1705.49
1705.49
2
2258.10
1380.00
1380.00
2024.42
1790.75
1790.75
3
2371.01
1449.01
1449.01
2125.66
1880.29
1880.29
4
2489.57
1521.45
1521.45
2231.94
1974.31
1974.31
5
2614.04
1597.53
1597.53
2343.54
2073.04
2073.04
6.
and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00024
Modification P00024 to W56HZV-05-D0382 is issued to:
1.
Correct the daily rate for storage established under CLIN 0027AA under modification P00023. The Government will pay the
daily rate of $9.16 (not $8.60) for each crew protection kit left in storage over 60 days after inspection at ADSI.
2.
Establish CLIN 0027AB, Uninstalled Vehicles for a total of $74,655.77. The Government will pay this amount for 38 vehicles
not presented to ADSI for installation while in Charleston, South Carolina for the purpose of installing crew protection kits on 140
vehicles in a six month period, as agreed upon at the time of negotiation of installation prices.
3.
and effect.
*** END OF NARRATIVE A0024***
Contract:
Modification:
W56HZV-05-D-0382
P00025 (Jan 07)
1.
Add the following paragraphs to Section C, incorporate support from ADSI for two days to assist in designing the best method
to integrate the Razorbacks control cabling, etc. through the armor and into the cab of the loader at Aberdeen Proving Grounds. ADSI
will invoice for this support under CLIN 1002FB, Field Service Representative, CONUS and submit a proposal for any additional cost
beyond that of an FSR, in support of the following effort.
3.6.1.2.1. The contractor shall provide engineering support during the governments evaluation of a boom mounted flail mower
(Razorback) integrated on the MW24C (loader) with CPK.
3.6.1.2.2. The contractor shall conduct a design assessment to identifying all modifications to the CPK required to integrate the flail
mower control cabling and mechanisms into the MW24C armored cab. The contractor shall provide a written assessment identifying the
design changes, in contractor format, within (14) days of government permission to begin the design assessment. Flail mower part and
installation information will be provided as GFE within 48 hours of government permission to begin the design assessment.
3.6.1.2.3. The contractor shall provide on-site technical assistance at the APG, MD test site to support the CPK
during flail mower integration and operational tests. The contractor shall repair or replace kit parts that are damaged or fail during test
and resolve any other CPK issues at the governments expense. The contractor shall plan for (2) two day duration tips to APG, MD.
2.
To incorporated the following price changes due to the crew protection kit upgrades directed by the Government. Upgrades
include grab handles, egress decals, door strap brackets, Fuse panel access fix and fuse panel decal.
The unit prices for the production of the CPKS have increased by the following amounts:
Year
1
Loader
Grader
Scraper
Compactor
Vib Roller
TRAM
2
78.39
43.46
55.83
32.75
32.75
32.75
3
58.87
53.41
47.97
35.37
35.37
35.37
4
63.58
57.69
51.81
38.20
38.20
38.20
5
68.87
62.30
55.95
41.25
41.25
41.25
74.16
67.29
60.43
44.55
44.55
44.55
And changed from:
Year
Loader
Grader
Scraper
Compactor
Vib roller
TRAM
1
26828.30
33208.97
22398.30
23188.30
30790.56
57895.00
2
30555.12
37005.78
25393.62
26307.62
34831.84
62527.00
3
34673.33
41107.32
28793.21
29862.71
39302.09
67530.00
4
39373.33
45738.49
32658.79
33917.66
44462.91
72933.00
5
44739.56
50976.72
37075.08
38549.09
50350.87
78768.00
TO:
Year
1
Loader
Grader
Scraper
Compactor
Vib roller
TRAM
2
26906.69
33258.43
22454.13
23221.05
30823.31
57927.75
3
30613.99
37059.19
25441.59
26342.99
34867.21
62562.37
34736.91
41165.01
28845.02
29900.91
39340.29
67568.20
4
39442.00
45800.79
32714.74
33958.91
44504.16
72974.25
5
44813.72
51044.01
37135.51
38593.64
50395.42
78812.55
3.
Incorporate Attachment 017, the Spare Parts List with corresponding prices for the current program year and next; for the
Grader, Loader, Scraper, Roller and Compactor. The Spare Parts List for the TRAM will be added at a later date.
4.
and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00027
Modification P000027to contract W56HZV-05-D-0382 is issued to:
1.
Change the following prices to the Authorized Stockage List (ASL) package due to upgrades, to include mirror bracket and
the add OCONUS crating for the ASL package. The unit prices for the production of the ASLs have increased by the following
amounts:
INCREASE
Year
Mirror
Bracket
Total 10 per
ASL:
2
3
4
5
114.82 ea
120.56 ea
126.59 ea
132.92 ea
1,148.20
1,205.60
1,265.90
1,329.20
Mirror bracket prices were included in ASL negotiations during mod P00016.
OCONUS Crating
Loader
Grader
Scraper
Compactor
Vib Roller
1,006.99
1,409.79
1,006.99
1,006.99
1,208.39
1,057.34
1,480.28
1,057.34
1,057.34
1,268.81
1,110.21
1,554.29
1,110.21
1,110.21
1,332.25
1,165.72
1,632.01
1,165.72
1,165.72
1,398.86
FROM:
Loader
Grader
Scraper
Compactor
Vib Roller
67,269.91
95,528.73
67,072.83
74,269.62
80,454.81
70,633.40
100,305.16
70,426.48
77,983.10
84,477.55
74,165.07
105,320.42
73,947.80
81,882.25
88,701.43
77,873.33
110,586.44
77,645.19
85,976.37
93,135.50
69,425.10
98,086.72
69,228.02
76,424.81
82,811.14
72,956.34
103,051.04
72,749.42
80,306.04
86,951.96
76,541.18
108,140.61
76,323.91
84,258.36
91,299.58
80,368.25
113,547.65
80,140.11
88,471.29
95,863.56
TO:
Loader
Grader
Scraper
Compactor
Vib Roller
CLINs 0012PB, 0022PB, 0032PB, 0042PB, 0052PB and the out years will be changed accordingly.
2.
Replace Attachment 016, the Authorized Stockage List for each of the above vehicles.
3.
All other terms and conditions remain unchanged.
Contract:
Modification:
W56HZV-05-D-0382
P00026
1.
Establish CLIN 0071TC for the Technical Bulletin/Provisioning Parts List (TB/PPL) as follows:
0071TC - TB/PPL for the TRAM @ $132,398.72. Subject CLIN will be funded under delivery order 0011.
2.
Add paragraphs 4.13 thru 4.13.12.2 to Section C, Scope of Work for TRAM only, and the corresponding CDRL B007.
3.
Based on the above, there is no change to the contract amount. All other terms and conditions remain unchanged and in full
force and effect.
*** END OF NARRATIVE A0027
Contract:
Modification:
W56HZV-05-D-0382
P00028
1.
Incorporate the following price changes to the TRAM Crew Protection Upgrades (CPK) due to the adddition of 2 tires/wheels
with OCONUS crating per CPK. The year 2 unit prices for the TRAM CPK have increased by $3,505.77 from $62,562.37 to
$66,068.14.
2.
effect.
Based on the above, the contract amount remains unchanged. All other terms and conditions remain the same in full force and
Contract:
W56HZV-05-D-0382
Modification: P00029
1.
Incorporate the following language into the Scope of Work and corresponding CDRL A015 with no additional cost to the
Government:
C.3.6.1.6
The government expects the FSRs shall be capable of managing their current allotted daily work hours between
training installation crews and filling part requisitions. There wont be a window of operating hours; the FRSs shall fill the orders as
quickly as possible during their current allotted work hours.
C.3.6.1.6.1
Management of Authorized Stockage List (ASL) Spare Part Components.
C.3.6.1.6.2
The FSRs shall receive, distribute and maintain inventory control of ASL spare part components for CPKs
developed under this contract. The government will determine the location of storage for the ASL spare parts. The government will
provide securable storage containers suitable for housing the ASL spare part components. The FSR shall coordinate with the PM CE/
MHE Subject Matter Expert (SME) and Site Manager of the Army Field Service Command (AFSC) AoA Installation Site to identify
the site location and receive access to the storage containers. ASL storage location should be collocated with the installation site to
preclude unnecessary travel time between the FSRs duties. Current locations are Camp Liberty, Camp Anaconda and Bagram.
C.3.6.1.6.3
Upon receipt of the ASL package, the FSRs shall conduct an initial inventory of parts against the inventory list
provided in the ASL package. Within 24 hours of completion of the inventory, the contractor shall notify the PCO and PM CE/MHE via
email of receipt in total and identity of any missing parts. This report should be
sent through the ADSI Project Manager for transmittal to PM CE/MHE. The contractor shall be responsible to procure and replenish
missing parts identified in the initial inventory.
C.3.6.1.6.4 - - Upon request from units with CPK equipped vehicles or from the PM CE/MHE SME, the FSRs shall distribute parts
from the ASL package. Procedures for units requisitioning parts are found in Attachment 1. Parts shall be issued within 48 hours of
request. The FSR shall present a weekly report via email (in contractor format) on inventory distribution. The report shall identify at a
minimum: Date of report, model of vehicle, part number issued, description of part, quantity issued, DODAAC of requesting unit, unit
number, name of individual issued, email address of individual issued, date of issue, and distribution point. The report shall be prepared
using Microsoft Excel software. The distribution report shall be delivered electronically through the ADSI Project Manager for
transmittal to PM CE/MHE and the PM CE/MHE SME.
C.3.6.1.6.5
The FSR shall evaluate demand trends and recommend to the PM CE/MHE increased stockage quantity of
individual parts currently in the ASL and the addition of any new parts not currently stocked in the ASLs.
C.3.6.1.6.6 - - To maintain inventory control, the FSR shall present a weekly status report via email (in contractor format), which
identifies parts issued and parts on-hand. The report shall identify at a minimum: Date of report, model of vehicle, part number,
description of part, quantity issued, quantity of part replenished, quantity on-hand, and distribution point. The report shall be prepared
using Microsoft Excel software. The report shall be delivered electronically through the ADSI Project Manager for transmittal to PM
CE/MHE and the PM CE/MHE SME.
C.3.6.1.6.7
Upon any part reaching 50% of total issued, the contractor shall notify the government via email. Notification shall
be made within 24 hours of the contractors knowledge of 50% total part issued. The Government will take action to procure and
replenish parts.
C.3.6.1.6.8
The FSRs shall make every effort to maintain control and secure the ASL parts. The contractor shall not be held
accountable for parts missing after the initial inventory. Within 24 hours of knowledge of missing parts, the contractor shall notify the
government via email. The Government will take action to procure and replenish parts identified after the initial inventory.
2.
All other terms and conditions remain unchanged and in full force.
*** END OF NARRATIVE 0029 ***
Contract:
Modification:
W56HZV-05-D-0382
P00030
Modification P00030 under contract W56HZV-05-D-0382 is issued to:
1.
Establish the below price for the TRAM Prescribed Load List (PLL or Overpack) package as described in attachment 015.
YEAR
2
TRAM
2.
$
1,422.11
Establish the below price for the TRAM Authorized Stockage List (ASL or push package) as described in attachment 016.
YEAR
2
TRAM
$ 151,645.87
ASL price is based on the quantity 21 - 50.
3.
Contract:
Modification:
W56HZV05D0382
P00031
Modification P00031 under contract W56HZV-05-D-0382 is issued to:
1.
Replace Attachment 17, Spare Parts Price List (SPPL) with an updated version dated June 07. All previous editions should be
discarded.
2.
All other terms and conditions remain unchanged, andin full force and effect.
Contract:
Modification:
W56HZV-05-D-0382
P00032
Modification P00032 under contract W56HZV-05-D0382 is issued to:
1.
Replace the Spare Parts Price List (SPPL) for the Tractor, Rubber Tired, Articulated steering, Multi Purpose (TRAM), 644-E
and part of attachment 017. This was due to updating the list to incorporate the tires which were erroneous left out of the June 07
version.
2.
The contract amount and all other terms and conditions remain unchanged, and in full force.
ITEM NO
SUPPLIES/SERVICES
SUPPLIES OR SERVICES AND PRICES/COSTS
0010
SECURITY CLASS: Unclassified
0010AT
TRANSPORTATION (ATC)
LO (Unit)
$ 23,594.00 (Amount)
LO (Unit)
$ 32,369.00 (Amount)
NOUN: TRANSPORT PROTO VEHICLES
$23,594 is for transportation of 1 loader, 1 grader,
1 scraper, 1 compactor and 1 roller with installed
CPKs from Aberdeen to Charleston, SC.
(End of narrative B001)
0010BT
TRANSPORTATION (XMCO)
NOUN: TRANSPORT OF VEHICLES W/CPK
$32,369.00 is tranportation cost of 1 loader, 1 grader, 1 scraper, 1 compactor and 1 roller with installed crew
protection kits from XMCO, Warren, MI to Charleston, SC.
W56HZV-05-D-0382 IS A FIRM FIXED PRICED, INDEFINITE DELIVERY,INDEFINITE
QUANTITY (IDIQ) CONTRACT.
MINIMUM ORDERING QUANTITY: 124 AoA CPKs
MAXIMUM ORDERING QUANTITY: 932 AoA CPKs OR
$44,000,000.00 - WHICHEVER IS REACHED FIRST.
THESE QUANTITIES ARE BASED ON THE MIX OF THE SIX (6) VEHICLE SYSTEMS IDENTIFIED
BELOW OVER THE FIVE (5) PROGRAM YEARS OF THIS CONTRACT.
******************************
PROGRAM YEAR-1 (PY-1): DATE OF CONTRACT AWARD
THROUGH DAY 365;
7 OCTOBER 2005 through 6 OCTOBER 2006
PROGRAM YEAR-2 (PY-2): DAY 366 THROUGH DAY 730;
PROGRAM YEAR-3 (PY-3): DAY 731 THROUGH DAY 1,095;
PROGRAM YEAR-4 (PY-4): DAY 1,096 THROUGH DAY 1,460;
PROGRAM YEAR-5 (PY-5): DAY 1,461 THROUGH DAY 1,825;
******************************
(End of narrative A001)
0011
0011AA
DEVELOPMENT, DESIGN, TRADE STUDY LO (Unit)
$75,000.00000 (Unit Price)
NOUN: LOADER MW24C CPK
Packaging and Marking
Inspection and Acceptance
INSPECTION: Destination ACCEPTANCE: Destination
FOB POINT: Destination
0011AB
DOOR ASSEMBLY, PROTOTYPE EA (Unit)
NOUN: LOADER MW24G CPK
$900.00000 (Unit Price)
0011AC
PROTOTYPE KITS (AOA CPKS) EA (Unit)
$25,165.93000 (Unit Price)
NOUN: LOADER MW24C CPK
0011AD
ADDITIONAL DOOR ASSEMBLY, PROTOTYPE
NOUN: LOADER/ROLLER DOOR ASSEMBLY
EA (Unit)
$11,226.51000 (Unit Price)
EA (Unit)
$3,325.36000 (Unit Price)
LO (Unit)
$5,713.00 (Amount)
LO (Unit)
$8,415.00 (Amount)
EA (Unit)
$26,906.69000 (Unit Price)
INSPECTION: Destination
0011AE
ACCEPTANCE: Destination
PROTOTYPE, EGRESS WINDOW
NOUN: EMERGENCY EGRESS WINDOW
0011AF
REFURBISHMENT (ATC)
NOUN: REFURBISH CPK ON LOADER
0011BF
REFURBISHMENT (XMCO)
NOUN: REFURBISH CPK ON LOADER
0011HA
CREW PROTECTION KITS
PROGRAM YEAR: 1
NOUN: LOADER MW24C
INSPECTION: Origin ACCEPTANCE: Origin
FOB POINT: Origin
0011HC
OCONUS CRATING
EA (Unit)
$ 1,314.2900 (Unit Price)
1
EA (Unit)
$ 21,766.00 (Amount)
1
EA (Unit)
$ 15,240.00 (Amount)
1
EA (Unit)
$ 16,518.00 (Amount)
1
EA (Unit)
$ 15,028.00 (Amount)
LO (Unit)
$ 945.86 (Amount)
PROGRAM YEAR: 1
NOUN: CRATING FOR LOADER
0011JA
INSTALLATION ON GRADER
PROGRAM YEAR: 1
NOUN: INSTALLATION IN CHARLESTON
0011JA
PROGRAM YEAR: 1
0011JC
PROGRAM YEAR: 1
NOUN: INSTALLATION IN ALBANY, GA
0011JD
PROGRAM YEAR: 1
NOUN: INSTALLATION HICKSVILLE, NY
0011PA
PLL PACKAGE
PROGRAM YEAR: 1
NOUN: LOADER PLL PACKAGE (OVERPACK)
INSPECTION: Origin
0011PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$ 64,066.58 (Amount)
LO (Unit)
$** N/A** (Unit Price)
LO (Unit)
$ 61,500.00000 (Unit Price)
SE (Unit)
$ 24,685.00000 (Unit Price)
SE (Unit)
$ 35,000.00000 (Unit Price)
PROGRAM YEAR: 1
NOUN: LOADER ASL PACKAGE
0011SA
AUTHORIZED STOCKAGE LIST (ASL)
NOUN: LOADER MW24C
FOB POINT:
0011SB
Destination
SPARE PARTS LIST
NOUN: LOADER MW24C
FOB POINT:
0011TA
Destination
DRAWING PACKAGES
NOUN: LOADER M224C
FOB POINT:
0011TB
Destination
NOUN: LOADER MW24C
FOB POINT:
0011TC
Destination
TECHNICAL DATA AND PROVISIONING
LO (Unit)
$ 160,949.83000 (Unit Price)
EA (Unit)
$ 30,613.99000 (Unit Price)
EA (Unit)
$ 1,380.00000 (Unit Price)
LO (Unit)
$ 993.15 (Amount)
NOUN: LOADER MW24C TB/PPL
PER SOW 3.5 AND CDRLS A011, A012 AND A013
Destination
ACCEPTANCE:
0012
0012HA
PROGRAM YEAR: 2
NOUN: LOADER MW24C
FOB POINT: Origin
0012HC
OCONUS CRATING
PROGRAM YEAR: 2
0012PA
PLL PACKAGE
PROGRAM YEAR: 2
NOUN: LOADER PLL PACKAGE
(OVERPACK)
0012PB
ASL PACKAGE
LO (Unit)
$ 69,425.10 (Amount)
EA(Unit)
$ 34,736.91000 (Unit Price)
EA (Unit)
$ 1,449.01000 (Unit Price)
LO (Unit)
$ 1,042.81 (Amount)
PROGRAM YEAR: 2
The total amount under this CLIN includes $1,006.99 for
OCONUS crating.
0013
0013HA
PROGRAM YEAR: 3
NOUN: LOADER MW24C
FOB POINT: Origin
0013HC
OCONUS CRATING
PROGRAM YEAR: 3
0013PA
PLL PACKAGE
PROGRAM YEAR: 3
NOUN: LOADER PLL PACKAGE
(OVERPACK)
0013PB
ASL PACKAGE
LO (Unit)
$ 72,956.34 (Amount)
EA (Unit)
$ 39,442.00000 (Unit Price)
EA (Unit)
$ 1,521.45000 (Unit Price)
LO (Unit)
$ 1,094.94 (Amount)
LO (Unit)
$ 76,541.18 (Amount)
PROGRAM YEAR: 3
The total amount under this CLIN includes $1,057.34
for OCONUS crating.
0014
SECURITY CLASS:
Unclassified
0014HA
PROGRAM YEAR: 4
NOUN: LOADER MW24C
FOB POINT: Origin
0014HC
OCONUS CRATING
PROGRAM YEAR: 4
0014PA
PLL PACKAGE
PROGRAM YEAR: 4
0014PB
ASL PACKAGE
PROGRAM YEAR: 4
OCONUS crating.
0015
SECURITY CLASS:
Unclassified
0015HA
EA (Unit)
$44,813.72000 (Unit Price)
EA (Unit)
$ 1,597.53000 (Unit Price)
LO (Unit)
$ 1,149.70 (Amount)
LO (Unit)
$ 80,368.25 (Amount)
PROGRAM YEAR: 5
NOUN: LOADER MW24C
FOB POINT: Origin
0015HC
OCONUS CRATING
PROGRAM YEAR: 5
0015PA
PLL PACKAGE
PROGRAM YEAR: 5
INSPECTION: Origin
0015PB
ACCEPTANCE: Origin
ASL PACKAGE
PROGRAM YEAR: 5
OCONUS crating
0021
SECURITY CLASS:
Unclassified
0021AA
DEVELOPMENT, DESIGN, TRADE STUDY
LO (Unit)
$75,000.00000 (Unit Price)
EA (Unit)
$900.0000 (Unit Price)
EA (Unit)
$33,486.12000 (Unit Price)
LO (Unit)
$ 11,127.00 (Amount)
LO (Unit)
$ 11,960.00 (Amount)
NOUN: GRADER 130 G CPK
FOB POINT:
0021AB
Destination
DOOR ASSEMBLY, PROTOTYPE
FOB POINT:
0021AC
Destination
PROTOTYPE KITS (AOA CPKS)
Destination
ACCEPTANCE:
0021AF
REFURBISHM ENT (ATC)
NOUN: REFURBISH OF CPK ON GRADER
0021BF
NOUN: REFURBISH CPK ON GRADER
0021HA
EA (Unit)
$ 33,258.43000 (Unit Price)
EA (Unit)
$2,150.5700 (Unit Price)
1
EA (Unit)
$21,115.00 (Amount)
1
EA (Unit)
$14,589.00 (Amount)
1
EA (Unit)
$15,867.00 (Amount)
PROGRAM YEAR: 1
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0021HC
OCONUS CRATING
PROGRAM YEAR: 1
NOUN: CRATING FOR GRADER
0021JA
INSTALLATION ON LOADER
PROGRAM YEAR: 1
0021JB
PROGRAM YEAR: 1
The unit price under this clin is used only after the total
quantiy of kits installation is higher that 140 during the of
April 1 to 1 October 06.
0021JC
PROGRAM YEAR: 1
0021JD
1
EA (Unit)
$14,378.00 (Amount)
1
EA (Unit)
$17,190.00 (Amount)
LO(Unit)
$1,346.86 (Amount)
LO (Unit)
$90,979.73 (Amount)
LO (Unit)
$**N/A** (Unit Price)
PROGRAM YEAR: 1
NOUN: INSTALLATION, HICKSVILLE, NY
0021JE
PROGRAM YEAR: 1
NOUN: INSTALLATION IN FORT MCCOY
0021PA
PLL PACKAGE FOR GRADER
NOUN: GRADER PLL PACKAGE (OVERPACK)
0021PB
ASL PACKAGE
PROGRAM YEAR: 1
NOUN: GRADER ASL PACKAGE
0021SA
NOUN: GRADER 130 G
Destination
FOB POINT:
ACCEPTANCE:
Destination
0021SB
SPARE PARTS LIST
LO(Unit)
$65,250.00 (Unit Price)
SE (Unit)
$24,685.00000 (Unit Price)
SE (Unit)
$35,000.00000 (Unit Price)
LO (Unit)
$160,949.83000 (Unit Price)
NOUN: GRADER 130 G
Destination
ACCEPTANCE:
0021TA
DRAWING PACKAGES
NOUN: GRADER 130 G
Destination
ACCEPTANCE:
0021TB
NOUN: GRADER 130 G
Destination
ACCEPTANCE:
0021TC
TECHNICAL BULLETIN AND PROVISIONING
NOUN: GRADER 130 G TB/PPL
PER SOW 3.5 AND CDRLS A011,A012 AND A013.
Destination
0022
SECURITY CLASS:
0022HA
ACCEPTANCE:
Unclassified
EA (Unit)
$37,059.19000 (Unit Price)
EA (Unit)
$2,258.10000 (Unit Price)
LO (Unit)
$1,414.20 (Amount)
LO (Unit)
$98,086.72 (Amount)
PROGRAM YEAR: 2
NOUN: GRADER 130 G
FOB POINT: Origin
0022HC
OCONUS CRATING
0022PA
PPL PACKAGE
PROGRAM YEAR: 2
0022PB
ASL PACKAGE
PROGRAM YEAR: 2
OCONUS crating.
0023
0023HA
EA(Unit)
$41,165.01000 (Unit Price)
EA(Unit)
$2,371.01000 (Unit Price)
LO (Unit)
$1,484.91 (Amount)
LO (Unit)
$103,051.04 (Amount)
PROGRAM YEAR: 3
NOUN: GRADER 130 G
FOB POINT: Origin
0023HC
OCONUS CRATING
PROGRAM YEAR: 3
0023PA
PLL PACKAGE
PROGRAM YEAR: 3
NOUN: GRADER PPL PACKAGE (OVERPACK)
0023PB
ASL PACKAGE
PROGRAM YEAR: 3
OCONUS crating.
0024
SECURITY CLASS:
Unclassified
0024HA
EA (Unit)
$45,800.79000 (Unit Price)
PROGRAM YEAR: 4
NOUN: GRADER 130 G
FOB POINT: Origin
0024HC
OCONUS CRATING
EA (Unit)
$2,489.57000 (Unit Price)
LO (Unit)
$1,559.16 (Amount)
PROGRAM YEAR: 4
0024PA
PLL PACKAGE
PROGRAM YEAR: 4
0024PB
ASL PACKAGE
LO (Unit)
$108,140.61 (Amount)
PROGRAM YEAR: 4
The total amount under this CLIN includes $1,554.29 for OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0025
0025HA
EA (Unit)
PROGRAM YEAR: 5
NOUN: GRADER 130 G
$51,044.01000 (Unit Price)
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0025HC
OCONUS CRATING
EA (Unit)
$2,614.04000 (Unit Price)
LO (Unit)
$1,637.12 (Amount)
LO (Unit)
$113,547.65 (Amount)
PROGRAM YEAR: 5
0025PA
PLL PACKAGE
PROGRAM YEAR: 5
INSPECTION: Origin
0025PB
ACCEPTANCE: Origin
ASL PACKAGE
PROGRAM YEAR: 5
The total amount under this CLIN includes $1,632.01 for OCONUS
crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0027
0027AA
DAILY STORAGE RATE
The daily rate of $9.16 per crew protection kit left in storage over
60 days at ADSI after being accepted.
0027AB
UNINSTALLED VEHICLES
LO (Unit)
The Government agrees to pay this amount of $74,655.77 for 38
vehicles, under the agreed quantity of 140, not presented to ADSI
for installation of crew protection kits.
$74,655.77 (Amount)
0031
0031AA
LO (Unit)
$75,000.00000 (Unit Price)
NOUN: SCRAPER 621 B CPK
0031AB
EA (Unit)
$900.00000 (Unit Price)
0031AC
EA(Unit)
$21,214.26000 (Unit Price)
0031AF
REFURBISHMENT (ATC)
LO (Unit)
$2,882.00 (Amount)
LO (Unit)
$5,584.00 (Amount)
EA (Unit)
$22,454.13000 (Unit Price)
NOUN: REFURBISH CPK ON SCRAPER
0031BF
NOUN: REFURBISH CPK ON SCRAPER
0031HA
PROGRAM YEAR: 1
NOUN: SCRAPER 621 B
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0031HC
OCONUS CRATING
EA (Unit)
$1,363.13000 (Unit Price)
EA (Unit)
$22,145.00 (Amount)
EA (Unit)
$15,619.00 (Amount)
NOUN: CRATING FOR SCRAPER
0031JA
INSTALLATION ON SCRAPER
1
PROGRAM YEAR: 1
INSPECTION: Origin
0031JB
ACCEPTANCE: Origin
1
PROGRAM YEAR: 1
The unit price under this clin is used only after the total quantiy of kits installation is higher that 140 during the of April 1
to 1 October 06.
INSPECTION: Origin
0031JC
ACCEPTANCE: Origin
1
EA (Unit)
$16,897.00 (Amount)
PROGRAM YEAR: 1
INSPECTION: Origin
0031JD
ACCEPTANCE: Origin
1
EA (Unit)
$15,408.00 (Amount)
PROGRAM YEAR: 1
INSPECTION: Origin
0031PA
ACCEPTANCE: Origin
PLL PACKAGE
LO (Unit)
$1,093.08 (Amount)
LO (Unit)
$63,878.90 (Amount)
LO (Unit)
$** N/A** (Unit Price)
PROGRAM YEAR: 1
NOUN: SCRAPER PLL PACKAGE -OVERPACK
INSPECTION: Origin
0031PB
ACCEPTANCE: Origin
ASL PACKAGE
PROGRAM YEAR: 1
NOUN: SCRAPER ASL PACAKAGE
INSPECTION: Origin
0031SA
ACCEPTANCE: Origin
NOUN: SCRAPER 621 B
0031SB
SPARE PARTS LIST
LO (Unit)
$61,800.0000 (Unit Price)
NOUN: SCRAPER 621 B
0031TA
DRAWING PACKAGES
SE (Unit)
$24,685.00000 (Unit Price)
NOUN: SCRAPER 621 B
Acceptance: Destination
0031TB
SE (Unit)
$35,000.00000 (Unit Price)
LO (Unit)
$160,949.83000 (Unit Price)
NOUN: SCRAPER 621 B
0031TC
NOUN: SCRAPER 621B TB/PPL
PER SOW 3.5 AND CDRLS A011, A012 AND A013.
0032
0032HA
EA (Unit)
PROGRAM YEAR: 2
NOUN: SCRAPER 621 B
INSPECTION: Origin
ACCEPTANCE: Origin
$25,441.59000 (Unit Price)
FOB POINT: Origin
0032HC
OCONUS CRATING
EA (Unit)
$1,380.00000 (Unit Price)
PROGRAM YEAR: 2
0032PA
PLL PACKAGE
LO (Unit)
$1,147.73 (Unit Price)
PROGRAM YEAR: 2
NOUN: SCRAPER PLL PACKAGE-OVERPACK
0032PB
INSPECTION: Origin
ACCEPTANCE: Origin
ASL PACKAGE
LO(Unit)
$69,228.02 (Amount)
PROGRAM YEAR: 2
NOUN: SCRAPER ASL PACKAGE
INSPECTION: Origin
ACCEPTANCE: Origin
0033
0033HA
EA (Unit)
$28,845.02000 (Unit Price)
PROGRAM YEAR: 3
NOUN: SCRAPER 621 B
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0033HC
OCONUS CRATING
EA (Unit)
PROGRAM YEAR: 3
$1,449.01000 (Unit Price)
0033PA
PLL PACKAGE
LO (Unit)
$1,205.12 (Amount)
LO (Unit)
$72,749.42 (Amount)
PROGRAM YEAR: 3
INSPECTION: Origin
0033PB
ACCEPTANCE: Origin
ASL PACKAGE
PROGRAM YEAR: 3
INSPECTION: Origin
ACCEPTANCE: Origin
0034
0034HA
EA (Unit)
$32,714.74000 (Unit Price)
EA(Unit)
$1,597.53000 (Unit Price)
LO (Unit)
$1,265.38 (Amount)
PROGRAM YEAR: 4
NOUN: SCRAPER 621 B
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0034HC
OCONUS CRATING
PROGRAM YEAR: 4
0034PA
PLL PACKAGE
PROGRAM YEAR: 4
INSPECTION: Origin
0034PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$76,323.91 (Amount)
PROGRAM YEAR: 4
INSPECTION: Origin
ACCEPTANCE: Origin
0035
0035HA
EA (Unit)
$37,135.51000 (Unit Price)
PROGRAM YEAR: 5
NOUN: SCRAPER 621 B
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0035PA
PLL PACKAGE
LO (Unit)
$1,328.65 (Amount)
PROGRAM YEAR: 5
0035PB
INSPECTION: Origin
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
PROGRAM YEAR: 5
For OCONUS crating.
$80,140.11 (Amount)
INSPECTION: Origin
ACCEPTANCE: Origin
0041
0041AA
LO (Unit)
$75,000.00000 (Unit Price)
NOUN: HIGH SPEED COMPACTOR 815 CPK
0041AB
EA (Unit)
$900.00000 (Unit Price)
NOUN: HIGH SPEED COMPACTOR 815F CPK
0041AC
EA (Unit)
$22,140.30000 (Unit Price)
NOUN: HIGH SPEED COMPACTOR 915F CPK
0041AF
REFURBISHMENT (ATC)
LO (Unit)
$2,882.00 (Amount)
LO (Unit)
$5,584.00 (Amount)
NOUN: REFURBISH CPK ON COMPACTOR
0041BF
NOUN: REFURBISH CPK ON COMPACTOR
0041HA
EA(Unit)
$23,221.05000 (Unit Price)
PROGRAM YEAR: 1
NOUN: HIGH SPEED COMPACTOR 815F
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0041HC
OCONUS CRATING
PROGRAM YEAR: 1
NOUN: CRATING FOR COMPACTOR
EA(Unit)
$1,705.49000 (Unit Price)
0041JA
INSTALLATION ON VIBRATORY ROLLER
1 EA (Unit)
$22,353.00 (Unit Price)
1 EA (Unit)
$15,727.00 (Amount)
PROGRAM YEAR: 1
INSPECTION: Origin
0041JB
ACCEPTANCE: Origin
PROGRAM YEAR: 1
INSPECTION: Origin
0041JC
ACCEPTANCE: Origin
1 EA (Unit)
$17,004.00 (Amount)
1 EA (Unit)
$15.515.00 (Amount)
PROGRAM YEAR: 1
NOUN: INSTALLATION IN ALBANY GA
INSPECTION: Origin
0041JD
ACCEPTANCE: Origin
PROGRAM YEAR: 1
INSPECTION: Origin
0041PA
ACCEPTANCE: Origin
PLL PACKAGE - OVERPACK
LO (Unit)
$1,176.35 (Amount)
PROGRAM YEAR: 1
NOUN: COMPACTOR PPL PACKAGE
INSPECTION: Origin
0041PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$70,732.97 (Amount)
LO (Unit)
PROGRAM YEAR: 1
NOUN: COMPACTOR ASL PACKAGE
INSPECTION: Origin
0041SA
ACCEPTANCE: Origin
0041SB
SPARE PARTS LIST
LO (Unit)
$50,500.00000 (Unit Price)
INSPECTION: Destingation
0041TA
DRAWING PACKAGES
SE (Unit)
$24,685.00000 (Unit Price)
INSPECTION: Destinatiion
0041TB
SE (Unit)
$35,000.00000 (Unit Price)
0041TC
LO (Unit)
$181,061.82000 (Unit Price)
NOUN: COMPACTOR 815F TB/PPL
0042
0042HA
EA (Unit)
$26,342.99000 (Unit Price)
EA (Unit)
$1,790.75000 (Unit Price)
PROGRAM YEAR: 2
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0042HC
OCONUS CRATING
PROGRAM YEAR: 2
0042PA
LO (Unit)
$1,235.17 (Amount)
LO (Unit)
$76,424.81 (Amount)
PROGRAM YEAR: 2
NOUN: COMPACTOR PLL PACKAGE
INSPECTION: Origin
0042PB
ACCEPTANCE: Origin
ASL PACKAGE
PROGRAM YEAR: 2
The total amont under this CLIN includes $1,006.99
For OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0043
0043HA
EA(Unit)
$29,900.91000 (Unit Price)
EA (Unit)
$1,880.29000 (Unit Price)
LO (Unit)
$1,296.93 (Amount)
PROGRAM YEAR 3
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0043HC
OCONUS CRATING
PROGRAM YEAR: 3
0043PA
PLL PACKAGING - OVERPACK
PROGRAM YEAR: 3
INSPECTION: Origin
0043PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$80,306.04 (Amount)
PROGAM YEAR: 3
For OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0044
0044HA
EA (Unit)
$33,958.91000 (Unit Price)
PROGRAM YEAR: 4
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0044HC
OCONUS CRATING
EA (Unit)
$1,974.31000 (Unit Price)
LO (Unit)
$1,296.93 (Amount)
PROGRAM YEAR: 4
0044PA
PROGRAM YEAR: 4
Inpection and Acceptance
INSPECTION: Origin
ACCEPTANCE: Origin
0044PB
ASL PACKAGE
LO (Unit)
$84,258.36 (Amount)
PROGRAM YEAR: 4
For OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0045
0045HA
EA (Unit)
$38,593.64000 (Unit Price)
PROGRAM YEAR: 5
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0045PA
LO (Unit)
$1.429.87 (Amount)
PROGRAM YEAR: 5
INSPECTION: Origin
0045PB
ACCEPTANCE: Origin
SERVICES LINE ITEM
LO (Unit)
$88,471.29 (Amount)
PROGRAM YEAR: 5
For OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0051
0051AA
LO (Unit)
$75,000.00000 (Unit Price)
NOUN: VIB ROLLER, CS563D CPK
0051AB
EA (Unit)
$900.00000 (Unit Price)
0051AC
EA (Unit)
$28,206.21000 (Unit Price)
0051AF
REFURBISHMENT (ATC)
LO (Unit)
$2,882.00 (Amount)
LO (Unit)
$5,584.00 (Amount)
EA (Unit)
$30,823.31000 (Unit Price)
NOUN: REFURBISH CPK ON ROLLER
0051BF
NOUN: REFURBISH CPK ON ROLLER
0051HA
PROGRAM YEAR: 1
NOUN: VIB ROLLER, CS563D
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0051HC
OCONUS CRATING
EA (Unit)
$1,928.03000 (Unit Price)
1 EA (Unit)
$22,252.00 (Amount)
PROGRAM YEAR: 1
NOUN: CRATING FOR ROLLER
0051JA
INSTALLATION ON COMPACTOR
PROGRAM YEAR: 1
INSPECTION: Origin
0051JB
ACCEPTANCE: Origin
1 EA (Unit)
$15,727.00 (Amount)
PROGRAM YEAR: 1
The unit price under this clin is used only after the total quantity of
kits installation is higher that 140 during April 1 to 1 October 06.
INSPECTION: Origin
0051JC
ACCEPTANCE: Origin
1 EA (Unit)
$17,004.00 (Amount)
PROGRAM YEAR: 1
INSPECTION: Origin
0051JD
ACCEPTANCE: Origin
INSTALLATIION ON COMPACTOR
1 EA (Unit)
$15,515.00 (Amount)
PROGRAM YEAR: 1
INSPECTION: Origin
0051PA
ACCEPTANCE: Origin
PLL PACKAGE
LO (Unit)
$1,176.35 (Amount)
PROGRAM YEAR: 1
NOUN: ROLLER PLL PACKAGE-OVERPACK
INSPECTION: Origin
0051PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$76,623.62 (Amount)
PROGRAM YEAR: 1
NOUN: ROLLER ASL PACKAGE
INSPECTION: Origin
0051SA
ACCEPTANCE: Origin
LO (Unit)
0051SB
SPARE PARTS LIST
LO (Unit)
$52,072.00000 (Unit Price)
NOUN: VIB ROLLER CS563D
0051TA
DRAWING PACKAGES
SE (Unit)
$24,685.00000 (Unit Price)
0051TB
TECHNICAL DATA PACKATE
SE (Unit)
$35,000.00000 (Unit Price)
Packaging and Marketing
0051TC
TECHNICAL BULLETIN AND PROVISIONING LO (Unit)
$181,061.82000 (Unit Price)
NOUN: VIBRATORY ROLLER CS563D
0052
0052HA
EA (Unit)
$34,867.21000 (Unit Price)
PROGRAM YEAR: 2
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0052HC
OCONUS CRATING
EA (Unit)
$2,024.42000 (Unit Price)
LO (Unit)
$1,235.17 (Amount)
PROGRAM YEAR: 2
0052PA
PLL OVERPACK
PROGRAM YEAR: 2
INSPECTION: Origin
0052PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$82,811.40 (Amount)
PROGRAM YEAR: 2
for OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0053
0053HA
EA (Unit)
$39,340.29000 (Unit Price)
PROGRAM YEAR: 3
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0053HC
OCONUS CRATING
EA (Unit)
$2,125.66000 (Unit Price)
PROGRAM YEAR: 3
0053PA
PLL PACKAGE
LO (Unit)
$1,296.93 (Amount)
PROGRAM YEAR: 3
INSPECTION: Origin
0053PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$86,951.96 (Amount)
PROGRAM YEAR: 3
for OCONUS crating.
Inspecction and Acceptance
INSPECTION: Origin
ACCEPTANCE: Origin
0054
0054HA
EA (Unit)
$44,504.16000 (Unit Price)
PROGRAM YEAR: 4
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0054HC
OCONUS CRATING
EA (Unit)
$2,231.94000 (Unit Price)
LO (Unit)
$1,361.78 (Amount)
PROGRAM YEAR: 4
0054PA
PLL PACKAGE
PROGRAM YEAR: 4
Inspection and Accounting
INSPECTION: Origin
0054PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$91,299.58 (Amount)
PROGRAM YEAR: 4
for OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0055
0055HA
EA (Unit)
$50,395.42000 (Unit Price)
PROGRAM YEAR: 5
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0055HC
OCONUS CRATING
EA (Unit)
$2,343.54000 (Unit Price)
LO (Unit)
$1,429.87 (Amount)
PROGRAM YEAR: 5
0055PA
PLL PACKAGE
PROGRAM: 5
INSPECTION: Origin
ACCEPTANCE: Origin
0055PB
ASL PACKAGE
LO (Unit)
$95,863.56 (Amount)
PROGRAM YEAR: 5
The total amount under this CLIN includes $1,398.86 for OCONUS
crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0061
0061AA
LO (Unit)
$75,000.00000 (Unit Price)
NOUN: 7.5 TON CRANE
0061AB
EA (Unit)
$900.00000 (Unit Price)
NOUN: 7.5 TON CRANE
0061AC
EA (Unit)
$7,300.00000 (Unit Price)
PROGRAM YEAR: 1
NOUN: 7.5 TON CRANE
0061HA
EA (Unit)
$11,000.0000 (Unit Price)
PROGRAM YEAR: 1
NOUN: 7.5 TON CRANE
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0061SA
LO (Unit)
$35,000.0000 (Unit Price)
PROGRAM YEAR: 1
NOUN: 7.5 TON CRANE
0061SB
SPARE PARTS LIST
LO (Unit)
$22,000.00000 (Unit Price)
NOUN: 7.5 TON CRANE
0061TA
DRAWING PACKAGES
SE (Unit)
$24,685.00000 (Unit Price)
PROGRAM YEAR: 1
NOUN: 7.5 TON CRANE
0061TB
TECHNICAL DATA PACKAGES
SE (Unit)
$35,000.00000 (Unit Price)
PROGRAM YEAR: 1
NOUN: 7.5 TON CRANE
0062
0062HA
EA (Unit)
$12,650.00000 (Unit Price)
PROGRAM YEAR: 2
NOUN: 7.5 TON CRANE
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0063
0063HA
EA (Unit)
$14,547.50000 (Unit Price)
PROGRAM YEAR: 3
NOUN: 7.5 TON CRANE
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0064
0064HA
EA (Unit)
$16,729.63000 (Unit Price)
PROGRAM YEAR: 4
NOUN: 7.5 TON CRANE
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0065
0065HA
EA (Unit)
$19,239.07000 (Unit Price)
PROGRAM YEAR: 5
NOUN: 7.5 TON CRANE
INSPECTION: Origin
ACCEPTANCE: Origin
FOB POINT: Origin
0071
W56HZV-05-D0382 IS A FIRM FIXED PRICED, INDEFINITE
DELIVERY, INDEFINITE QUANTITY (IDIQ) CONTRACT.
MINIMUM ORDERING QUANTITY:
MAXIMUM ORDERING QUANTITY:
These quantities are based on the
Tram over the Five Program Years
of this contract
0071AB
DOOR ASSEMBLY PROTOTYPE
EA(Unit)
6 TRAM CPKS
80 TRAM CPKS
$12,500.00000 (Unit Price)
NOUN: TRAM DOOR ASSEMBLY
0071AC
BALLISTIC TEST COUPON
EA (Unit)
$1,000.00000 (Unit Price)
NOUN: TRAM BALLISTIC TEST COUPON
0071HA
CREW PROTECTION KIT
EA (Unit)
$57,927.75000 (Unit Price)
PROGRAM YEAR: 1
NOUN: TRAM CPK
INSPECTION: Origin
0071HC
ACCEPTANCE: Origin
OCONUS CRATING
EA (Unit)
$1,705.49000 (Unit Price)
LO (Unit)
$15,000.00 (Amount)
PROGRAM YEAR: 1
NOUN: CRATING FOR TRAM
0071PA
PLL PRICE LIST
NOUN: TRAM PLL PRICE LIST
INSPECTION: Origin
0071SA
ACCEPTANCE: Origin
AUTHORIZED STOCKAGE LIST
EA (Unit)
$20,000.00 (Amount)
NOUN: 7.5 TON CRANE
0071SB
SPARE PARTS LIST
LO (Unit)
$25,000.00 (Amount)
NOUN: 7.5 TON CRANE
0071TA
DRAWING PACKAGES
SE (Unit)
$35,000.00 (Amount)
NOUN: TRAM DRAWING PACKAGES
0071TB
SE (Unit)
$45,000.00 (Amount)
NOUN: TRAM TDP
0071TC
$132,398.72 (Amount)
NOUN: TRAM TB/PPL
PER 4.13 in SOW for TRAM AND CDRL B007.
0072
0072HA
CREW PROTECTION KIT
EA (Unit)
$66,068.14000 (Unit Price)
PROGRAM YEAR: 2
NOUN: TRAM CPK
The total amount under this CLIN includes $3,505.77 for (2) wheel/
tire assembly with OCONUS crating, 1 skid per 2 wheel/tires.
0072HC
OCONUS CRATING
EA(Unit)
$1,790.75000 (Unit Price)
LO (Unit)
$1,422.11 (Amount)
PROGRAM YEAR: 2
0072PA
PLL PACKAGE
PROGRAM YEAR: 2
NOUN: TRAM ASL-OVERPACK
INSPECTION: Origin
0072PB
ACCEPTANCE: Origin
ASL PACKAGE
LO (Unit)
$151,645.87 (Amount)
PROGRAM YEAR: 2
NOUN: TRAM ASL PACKAGE
The total amount under this CLIN includes transportation costs
from Hicksville, NY to Charleston, SC and OCONUS crating.
INSPECTION: Origin
ACCEPTANCE: Origin
0073
0073HA
CREW PROTECTION KIT
EA (Unit)
$67,568.20000 (Unit Price)
PROGRAM YEAR: 3
NOUN: TRAM CPK
INSPECTION: Origin
0073HC
ACCEPTANCE: Origin
OCONUS CRATING
EA (Unit)
$1,880.29000 (Unit Price)
EA (Unit)
$72,974.25000 (Unit Price)
PROGRAM YEAR: 3
0074
0074HA
CREW PROTECTION KIT
PROGRAM YEAR: 4
NOUN: TRAM CPK
INSPECTION: Origin
0074HC
ACCEPTANCE: Origin
OCONUS CRATING
EA (Unit)
$1,974.31000 (Unit Price)
EA (Unit)
$78,812.55000 (Unit Price)
PROGRAM YEAR: 4
0075
0075HA
CREW PROTECTION KIT
PROGRAM YEAR: 5
NOUN: TRAM CPK
INSPECTION: Origin
0075HC
ACCEPTANCE: Origin
OCONUS CRATING
EA(Unit)
$2,073.04000 (Unit Price)
PROGRAM YEAR: 5
0901
0901RA
REPAIR ON GRADER CAB
1001
1001FB
FIELD SERVICE REPRESENTATIVE; CONUS
LO (Unit)
$22,261.00 (Amount)
DA (Unit)
$661.50000 (Unit Price)
PROGRAM YEAR: 1
NOUN: 125 EACH, MAN-DAYS
1001FC
FIELD SERVICE REPRESENTATIVE, OCONUS
EA (Unit)
$266,224.24000 (Unit Price)
PROGRAM YEAR: 1
NOUN: FSR FOR IRAQ
Field service Representative (FSR) for 10 hours per day for 184
days. This amount of $266,224.24 (or $1,446.87 per day) includes
the training and TDY to CRC, incidentals for 184 days and
insurance for one FSR in IRAQ.
(End of narrative C001)
1001FD
EA (Unit)
$266,224.24000 (Unit Price)
PROGRAM YEAR: 1
NOUN: FSR FOR KUWAIT
Field service Representative (FSR) for 10 hours per day for 184
days. This amount of $266,224.24 (or $1,446.87) includes the
training and TDY to CRC, incidentals for 184 days and insurance
for one FSR in KUWAIT.
1001FE
EA(Unit)
$266,224.24000 (Unit Price)
PROGRAM YEAR: 1
NOUN: FSR FOR AFGHANISTAN
Field service Representative (FSR) for 10 hours per day for 184 days. This amount of $266,224.24 (or $1446.87 per day)
includes the training and TDY to CRC, incidentals for 184 days and insurance for one FSR in AFGHANISTAN.
1001FF
EA (Unit)
$4,824.97000 (Unit Price)
PROGRAM YEAR: 1
NOUN: MANAGERIAL SITE VISIT
1001FG
EA (Unit)
$89,534.04000 (Unit Price)
PROGRAM YEAR: 1
NOUN: PER DIEM FOR KUWAIT
This amount of $89,534.04 (or $486.60 daily) is the per diem for one FSR for 184 days, in the event this becomes a
requirement for the FSR while in KUWAIT. Documentation required before invoicing.
1001FH
USMC FIELD SERVICE REPRESENTATIVE OCONUS
$51,811.34 (Amount)
PROGRAM YEAR: 1
NOUN: USMC FSR FOR IRAQ
Field Services Representative (FSR) for USMC for 10 hours per day for 30 days. This amount of $51,811.34 covers
salary, tdy to CRC, training and round trip airfare to theater for one FSR.
1002
1002FA
FIELD SERVICE REPRESENTATIVE; OCONUS
DA (Unit)
1,629.60000 (Unit Price)
PROGRAM YEAR: 2
1002FB
DA (Unit)
$661.50000 (Unit Price)
PROGRAM YEAR: 2
1002FH
USMC FIELD SERVICE REPRESENTATIVE
OCONUS
EA (Unit)
$498,376.26 (Amount)
PROGRAM YEAR: 2
NOUN: TRAM-USMC FSR FOR IRAQ
Field service Representative (FSR) based on 10 hour work day / 7 days a week, or equivalent 70 hour work week, for 365
days. This amount of $498,376.26 (or $1,365.41/day) includes the training and TDY to CRC, incidentals for 365 days
and insurance for one FSR in IRAQ.
1002FJ
USMC TRAM FSR MANAGEMENT VISIT
EA (Unit)
$15,178.79 (Amount)
PROGRAM YEAR: 2
NOUN: TRAM-FSR MANAGEMENT VISIT
Field Service Representative (FSR) management visits are based on 6 visits per year. Four of these visits will be held
quarterly, the remaining 2 visits can only be used with the governments approval. This amount of $15,178.79 (or
$2,529.79/visit) is based on 5 work days and 2 travel days, including the training and TDY to CRC, incidentials for 6
days and insurance for the 1 management per visit.
1002FS
ARMY FIELD SERVICE REPRESENTATIVE
OCONUS
LO (Unit)
$498,376.26 (Amount)
PROGRAM YEAR: 2
NOUN: ARMY FOR SWA
days. This amount of $498,376.26 (or $1,365.41/day)includes the training and TDY to CRC, incidentals for 365 days and
insurance for one FSR in SWA. These rate are effective from May 07 to April 08.
1003
1003FA
FIELD SERVICE REPRESENTATIVE; OCONUs
PROGRAM YEAR: 3
DA (Unit)
$1,711.08000 (Unit Price)
1003FB
DA (Unit)
$694.58000 (Unit Price)
PROGRAM YEAR: 3
1003FH
USMC FIELD SERVICE REPRESENTATIVE OCONUS
$522,545.08 (Amount)
PROGRAM YEAR: 3
NOUN: TRAM - USMC FSR FOR IRAQ
days. This amount of $522,545.08 (or $1431.63/day) includes the training and TDY to CRC, incidentals for 365 days and
insurance for one FSR in IRAQ.
1003FJ
EA (Unit)
$15,937.73 (Amount)
PROGRAM YEAR: 3
NOUN: TRAM FSR MANAGEMENT VISIT
$2,656.28/visit) is based on 5 work days and 2 travel days, includes the training and TDY to CRC, incidentals for 6 days
and insurance for the 1 management per visit.
1003FS
OCONUS
LO (Unit)
$522,545.08 (Amount)
PROGRAM YEAR: 3
NOUN: ARMY FSR FOR SWA
days. This amount of $522,545.08 (or $1431.63/day) includes the training and TDY to CRC, incidentals for 365 days and
insurance for one FSR in SWA. These rates are effective May 08 to April 09
1004
SECURITY CLASS : Unclassified
1004FA
DA (Unit)
$1,796.630 (Unit Price)
PROGRAM YEAR: 4
1004FB
FIELD SERVICE REPRESENTATIVE, CONUS
$729.30000 (Unit Price)
PROGRAM YEAR: 4
NOUN: 125 EACH MAN-DAYS
1004FH
USMC FIELD REPRESENTATIVE OCONUS
EA (Unit)
$547,922.33 (Amount)
PROGRAM YEAR: 4
NOUN: TRAM-USMC FSR FOR IRAQ
Field service Representative (FSR) based on 10 hour work day / 7 days a week, or equivalent to 70 hour work week, for
365 days. This amount of $547,922.33 (or $1,501.15/visit) includes the training and TDY to CRC, individuals for 365
days and insurance for one FSR in IRAQ.
1004FJ
EA (Unit)
$16,734.61 (Amount)
PROGRAM YEAR: 4
NOUN: TRAM - FSR MANAGEMENT VISIT
2,789.10/ visit) is based on 5 work days and 2 travel days, includes the training and TDY to CRC, incidentals for 6 days
1004FS
OCONUS
LO (Unit)
$547,922.33 (Amount)
and insurance for one FSR in SWA. These rates in effect from May 2009 to April 2010.
1005
1005FA
DA(Unit)
$1,886.47000 (Unit Price)
PROGRAM YEAR: 5
1005FB
FIELD SERVICE REPRESENTATIVES, CONUS
DA (Unit)
$765.77000 (Unit Price)
PROGRAM YEAR: 5
NOUN: 125 EACH MAN-DAYS
1005FH
USMC FIELD SERVICE REPRESENTATIVE
OCONUS
EA (Unit)
$574,568.45 (Amount)
PROGRAM YEAR: 5
NOUN: TRAM USMC FSR FOR IRAQ
and insurance for one FSR in IRAQ.
1005FJ
EA (Unit)
$17,571.34 (Amount)
PROGRAM YEAR: 5
NOUN: TRAM FSR MANAGEMENT VISIT
$2,928.55/visit) is based on 5 work days and 2 travel days, includes the training and TDY to CRC, incidentials for 6 days
1005FS
OCONUS
LO (Unit)
$574,568.45 (Amount)
PROGRAM YEAR: 5
and insurance for one FSR in SWA. These rates are in effect from May 2010 to April 2011.
1200
DATA ITEM
A001
TECHNICAL INFORMATION REPORT TRADE-OFF
PER CDRL A001 AND 3.2.2
1
EA
$**NSP**
$**NSP**
A002
BALLISTICS TEST DOCUMENTATION
PER CDRL A002 AND 3.8
1
LO
$**NSP**
$**NSP**
A003
PRODUCT DRAWING PACKAGE
Product Drawing Package is priced at the vehicle
CLINs: 0010TA, 0020TA, 0030TA, 0040TA, 0050TA
1
LO
$**NSP**
$**NSP **
and 0060TA
A004
TDP LEVEL III - OPTION
Level III TDP is priced at the vehicle CLINs: 0010TB,
0020TB, 0030TB, 0040TB, 0050TB, and 0060TB
1
LO
$**NSP **
$**NSP **
A005
INSTALLATION INSTRUCTIONS
PER A005 AND 3.4
1
LO
$**NSP **
$**NSP **
A006
FINAL INSPECTION REPORT (FIR)
1
LO
$**NSP **
$**NSP **
A007
SPARE PARTS SUPPORT (ASL)
PER CDRL A007 AND 3.7
1
LO
$**NSP**
$**NSP **
A008
PROCESS MANAGEMENT PLAN
1
LO
$**NSP **
$**NSP **
A009
WEEKLY STATUS REPORTS
1
LO
$**NSP **
$**NSP **
A010
SAFETY ASSSSMENT REPORT
1
LO
$**NSP **
$**NSP **
A011
TECHNICAL BULLETIN
1
LO
$**NSP **
$**NSP **
A012
LOGISTICS MANAGEMENT INFORMATION
DATA PRODUCTS PER CDRL A012 AND 3.5.2
1
LO
$**NSP **
$**NSP **
A013
LOGISTICS MANAGEMENT
INFORMATION SUMMARIES
1
LO
$**NSP **
$**NSP **
A014
FSR WEEKLY REPORTS
1
LO
$**NSP **
$**NSP **
A015
PROGRESS, STATUS & MANAGEMENT REPORT
PER CDRL A015 AND C.3.6.1.6.1
1
LO
$**NSP **
$**NSP **
DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
SECTION C
Scope of Work
Combat Engineer/Material Handling Equipment Crew Protection Kit
3.1 Purpose and Scope:
This statement of work describes the outcomes the contractor is required to achieve. As directed by individual delivery orders, the
contractor shall design, develop, build prototypes, provide test support, produce, and install Add on Armor (AoA) Crew Protection Kits
(CPK) for the system identified in section B of this contract:
3.1.1 The contractor is required to have access to classified information. The contractor shall have established the appropriate facilities
and management controls up to the secret level. The contractor personnel assigned to this effort shall have valid secret level security
clearances and have experience in the areas of armor, and survivability. A DD Form 254, Contract Security Classification Specification
is included in Attachment 001. Attachment 002 to the contract is the supporting memorandum for the DD form 254, Contract Security
Classification Specification.
3.2 CPK Integration Effort:
The contractor shall develop CPKs comprised of replaceable opaque and transparent armor pieces, a substructure and mounting
provisions for the armor, and modifications to the parent vehicle or additional equipment as necessary to meet safety, human factors, and
vehicle performance requirements. The designs shall consider:
· Maximizing commonality of components with existing CPKs for the Tactical Wheeled Vehicle fleet and the Construction Equipment
fleet, such as windows, windshield, hinges, latches, frames, armor composition, mounting system, etc.
· Minimizing impact on the operation and effectiveness of the vehicle/system.
· Maximizing commonality of hardware and minimizing number of installation tools.
· Pre-assembly of components into subassemblies.
· The use of proven materials, processes and techniques to minimize test requirements.
· Maintenance using only the tools found in the general mechanics tool kit and equipment available at unit level (NSN for the General
Mechanics Tool Kit, Auto is 5180-00-177-7033).
Attached is a link on AKO which contains parts lists and components which are currently being used on Army Tactical vehicle AoA
efforts <https://www.us.army.mil/suite/folder/1123218>. The contractor must have an Army AKO login ID to access this webpage.
When applying for an AKO login you will be required to fill in a sponsor. Please notify the Contract Specialist on the face page of
this award document for further information.
Attachment 003 lists the parts and components that are currently being used on the All Terrain Lifter, Army System (ATLAS) AoA
Crew Protection Kit.
3.2.1. Lessons Learned
The US Army has learned some important lessons that contractors should be familiar with when designing AoA CPKs. These lessons
are Attachment 004 to this contract, entitled: Lessons Learned on Tactical Wheeled Vehicle Armor Kit Designs.
3.2.1 Protection Level
3.2.1.1 The CPKs shall be designed to provide ballistic protection against direct small arms fire (7.62mm LPS rounds) and improvised
explosive devices (20mm Fragment Simulating Projectiles (FSP)) for both opaque and transparent armor. The materials which shall be
used are listed in Attachment 005.
3.2.1.2 The CPK shall be designed to provide maximum coverage for the occupant. Ballistic gaps that may be necessary to allow passthrough routings for items such as driver controls, electrical harnesses and hoses shall be minimized.
3.2.2 Trade-Off Analysis: The contractor shall perform a trade-off analysis for each system identified in section B. The analysis shall
include: an engineering assessment of the impact of the CPK to the vehicle and their subsystems performance (for example: tires, front
axle, suspension, drive train, hydraulics, electrical power, air conditioning system) relating to speed, lift capability, center of gravity,
vehicle reliability, vehicle maintainability, visibility, transportability, and safety. The contractor shall also estimate differences between
the vehicles pre-AoA CPK performance capabilities and post-AoA CPK performance capabilities and propose measures to mitigate
degraded performance. The contractor shall deliver the trade-off analysis in a form that identifies the safety, risk, and cost impacts in
accordance with CDRL A001 and Data Item Description (DID), Attachment 010.
3.2.3 Kit Design:
3.2.3.1 The contractor shall design the CPKs to be integrated with the systems identified in Section B. The purpose of a CPK is to
maximize crew survivability and protection in the event of direct small arms fire or IED attack. The design effort shall include the use of
3-D CAD models, preferably using software compatible with Pro-Engineer \ae, to minimize the need for multiple physical mock-ups.
The Government will provide a list of file formats that are translatable to Pro/E if requested.
3.2.3.2 The design of the CPK shall include opaque armor, transparent armor, armor support provisions, doors with latching
mechanism(s) and a separate, emergency egress (in case of vehicle rollover). The emergency egress shall allow escape in the event that
the cab door is inaccessible or inoperable. The design of the CPK shall include alterations to existing vehicle systems and components
as necessary for safe operation (e.g. longer wiring harnesses, hoses, etc.).
3.2.3.3 The CPK shall include means to cool the operator, during road march and when operating (digging, craning, etc). The operators
station shall not exceed 80 degrees F with the armor applied, with an ambient temperature of 120 degrees F, at 25 percent relative
humidity. It will be tested IAW SAE J1503. This requirement may be met with a combination of:
· Existing cooling and ventilation systems.
· Insulation.
· Supplemental air conditioning.
If supplemental air conditioning is proposed, supplemental air conditioners currently used by PM Tactical Vehicles (i.e. Red Dot) shall
be used. (The Government will supply details upon request). During the trade-off analysis, the Government may consider alternatecooling methods.
3.2.3.4. Falling Object and Roll Over Collapse Resistance. The machines original falling object protection shall not be degraded by the
addition of the CPK. The CPK shall be designed such that, in the event of a 360-degree roll-over, the cab does not intrude upon the
critical zone defined by SAE J397.
3.2.3.5 The government will evaluate MANPRINT using MIL-STD-1472F Department of Defense Design Criteria StandardHuman
Engineering dated 23 August 1999 as a guide. Of particular importance are:
· Noise (at the operators station)
· Toxic fumes (at the operators station)
· Accessibility of controls
· Visibility (specifically for the ability of the operator to carry out mission functions with a minimum of degradation)
· Ingress and egress
· Operator contact with hot surfaces
3.2.3.6 NBC protection. There are no requirements for NBC protection on vehicles fitted with a CPK. There is no Electromagnetic
3.2.3.7 Combat Lock. Doors shall incorporate a device (also known as a combat lock) that allows the door to be secured from the
inside. The combat lock shall prevent the door from being opened from the outside by enemy personnel and by the force of an IED
explosion. An override shall be provided so that emergency personnel outside the cab can open the door.
3.2.3.8 The contractor shall minimize ballistic gaps to the maximum extent practical when the CPK is installed onto the vehicle. Joints
and attaching hardware shall be designed to resist separating under blast pressure. All original equipment glass shall be removed from
the system before the AoA CPK is installed.
3.2.3.9 Transportation.
3.2.3.9.1 Transportation Analysis. The contractor shall identify the limitations on transportability of the systems when equipped with
CPKs. The Contractor shall provide the data analysis support to the Government showing how the vehicles with AoA CPKs will meet
the air, highway, rail and marine (sea lift and amphibious) transportability requirements. The information shall also include an analysis
and description of vehicle preparation procedures and average times to complete for transportability. This information shall be included
in the trade off analysis.
3.2.3.9.2 Transportability Data Plate. The contractor shall provide a data plate per MIL-STD-209K, with each kit. The information shall
include lifting and tie-down provisions, Gross Vehicle Weight (GVW), vehicle dimensions, weight distribution, length, width, height,
approach/departure angles, ramp crest angle, axle loads and locations, Center of Gravity (CG) at GVW.
3.2.3.10. Deleted per modification P00007.
3.2.4 Prototype Fabrication and Testing:
3.2.4.1 Prototype Automotive Tests. For the CE systems identified in section B, the contractor shall build and install prototype CPKs on
the CE system provided. The automotive test will consist of performance tests (e.g. braking, gradeability) and durability. The contractor
shall provide on site technical assistance at the APG, MD test site to support CPKs during the automotive testing. The contractor shall
repair or replace kit parts that fail during testing and resolve any other CPK issues at no cost to the Government.
3.2.4.2 Material for Kits. See Attachment 005, Armor Materials.
3.2.4.3 Prototype CPK Ballistic Tests. For each system to be armored the contractor shall provide one (1) set of the operating door side
assembly, including opaque armor, transparent armor, hinges, latching hardware, and support structure. The Government may test the
contractor provided door assembly in order to verify ballistic performance of the CPK design per the requirements stated in 3.2.1 as well
as kit integration. Fasteners and gaps will be evaluated. The contractor shall provide support to the CPK at APG, MD during
government tests.
3.2.5 Drawing Packages. The contractor shall deliver feature-based parametric 3D models along with its 2D associated drawings in
Pro-Engineer format, in accordance with CDRL A003. The Government will provide a drawing package and installation instructions,
which will be used as samples for format and content (See Attachment 003). Prior to delivery to the government, the Contractor may
maintain the drawing package in its own format.
3.2.6 Technical Data Package (TDP). The TDP shall meet the requirements of MIL-DTL-31000C and will be in accordance with
ASME Y14.41, in accordance with CDRL A004 (DI-SESS-81000C). Drawings shall be in a format compatible with Pro-Engineer when
delivered to the government. The Contractor may maintain the TDP in its own format.
3.2.7 Part Numbers. For the delivered data packages as described in 3.2.5 and 3.2.6, the government will provide part and drawing
numbers.
3.3 Production Effort:
3.3.1 Hardware
3.3.1.1 The contractor shall produce CPKs that conform to the configurations approved by the government at the conclusion of all
3.3.2 Kit Assembly
3.3.2.1 Packaging. To the extent practicable, the contractor shall organize the packaged kits to allow sequential removal in the order
damage during transport, using best commercial packaging practices. The contractor shall ensure that packaged kits are loaded on
pallets, and packaged in ISO containers marked with the RFID tags (3.3.2).
3.3.2.2 Each kit shall contain (over packed) one set of installation instructions, operating instructions and maintenance instructions.
Each kit shall also contain 10% additional attaching hardware. Additionally a packing slip will be affixed to the CPK shipping
container, in accordance with Attachment 007, Information Memorandum No. 05-077 from http://guidebook.dcma.mil/61/
dc05-077.htm.
3.3.2.3 Storage. Until the Government directs shipment, the contractor shall store the kits for a period of up to 60 calendar days after
3.4 Installation Instructions:
3.4.1 The contractor shall develop, validate, and provide installation instructions as described below. Separate instructions shall be
developed for each CPK in accordance with CDRL A005.
3.4.1.1 The instructions shall be in a contractor format that is consistent with US Army Technical Bulletin format, per MILSpec-40051.
3.4.1.2 The instructions shall be in the form of start step to end step instructions. The instructions shall be written to maximize the
instructions shall be written so that the kits can be installed at Army organic (unit) level. The contractor shall advise the Government of
the date of validation seven days prior to validation.
3.4.1.3 The instructions shall contain clear illustrations of each step. Hardware and other items, which could be installed backwards,
shall be clearly shown in the proper orientation. The use of color digital photos and line art is acceptable. The after installation condition
of the vehicle shall be clearly illustrated.
3.4.1.4 The instructions shall contain an Illustrated Parts Breakdown (IPB) of all components, assemblies and hardware. The IPB shall
utilize clear and concise line drawings. The IPB shall be similar in format to the current US Army Repair Parts and Special Tools List
(RPSTL), in accordance with MIL Spec 40051.
3.4.1.5 Instructions shall include notes, cautions and warning statements as appropriate. In particular, the proper handling, storage and
cleaning of transparent armor shall be included. Instructions shall contain a list of tools; manpower and support equipment requirements
needed to accomplish each task.
3.5 Technical Publications: Construction / Materiel Handling Equipment, Crew Protection Kit (CPK) Technical Bulletin (TB) and
Parts Provisioning List (PPL):
3.5.1.0. A Start of Work meeting for logistics support, to include publication and provisioning efforts shall be held within 15 days of
contract modification award. The government will host the meeting at the PM Combat Engineer/Material Handling Equipment (PM CE/
MHE) offices in the Detroit metropolitan area OR at the local contractor/subcontractor office.
3.5.1.1 The Contractor shall prepare, validate and deliver a separate Crew Protection Kit (CPK) Technical Bulletin (TB) to support the
use, operation, maintenance, parts and installation and removal of the unique CPK as applied to the respective vehicle
system(s) identified in Section B.
3.5.1.2. The Technical Bulletin(s) shall be prepared in accordance with Exhibit General Publication Requirements and Exhibit Repair
Parts and Special Tools List Requirements, MIL-STD 40051-2 and MIL-HDBK 1222C. The MIL-STD and MIL-HDBK are available at
www.logsa.army.mil <http://www.logsa.army.mil/>. The CPK TBs shall include CPK installation and removal instructions, Operators
instructions, Unit and Direct Support Maintenance and related Repair Parts and Special Tools List (RPSTL) data. The Commodity
Command Standard System (CCSS) based RPSTL data shall be included in the TB X-XXXX-XXX-XX&X as part of the Supporting
Information Chapter/work package.
3.5.1.3. The CPK TB shall include an Operator and a separate Unit Maintenance Preventive Maintenance Checks and Services (PMCS)
and a two level Maintenance Allocation Chart (MAC) supporting the CPK. The Operator and Unit PMCS and the MAC and all related
data shall be tailored and confined to the CPK as applied to the vehicle identified in Section B and resulting vehicle configuration
changes. All other (non CPK) operator and maintenance
instructions and RPSTL data shall be supported by references to the non CPK vehicle TM series. The contractor shall be responsible for
all changes to the CPK TB and as applied to the vehicle configuration resulting changes from testing and reviews; changes shall be at no
additional cost to the government.
3.5.1.4. All CPK instructions shall be in the form of fully illustrated, detailed start step to end step instructions. The CPK installation
instructions shall be written to maximize the efficiency of the installation process. The detailed removal instructions shall be in the
same form as the installation instructions. Simply stating reverse the installation instructions or similar is not acceptable. The step by
step installation and removal instructions shall be included in the back of the CPK TB as part of the Supporting Information Chapter.
The installation and removal instructions shall be part of the combined VAL/VER effort.
3.5.1.5. All instructions shall contain clear illustration of each step. Instructions shall include required modification dimensions or
templates as needed to install the CPK on the vehicle. Include appropriate Warnings, Cautions regarding welding, drilling or otherwise
degrading the integrity of the ROP/FOPS structure; recertification may be required. Hardware and armor items which could be installed
backwards shall be clearly shown and described in the proper orientation. In particular, the proper handling, storage and cleaning of
transparent and opaque armor shall be illustrated and described in detail to avoid damage. The use of digital photos and line art are
acceptable; the use of color is not acceptable. Multiple views of the after CPK installation vehicle configuration shall be illustrated in
the TB.
3.5.1.6. Previously delivered data: Installation instructions that were developed, validated and delivered under CDRL A005 may be
used as source data to meet the CPK TB requirements for kit installation instructions. If this data was successfully validated/verified and
the contractor has records supporting such action the installation instructions need not be physically performed again. The contractor
shall insure that such data is accurately incorporated into the CPK TB. If not part of the instructions, complete, illustrated step-by-step
removal instructions must still be developed and validated as part of the CPT TB effort under CDRL A011.
3.5.1.7. Combined Validation and Verification:
3.5.1.7.1. The Contractor shall physically validate 100% of the TB/ETM delivery; this includes the kit installation (if not previously Va/
Verd) and removal instructions to be included in the CPK TB. All TB data and instructions shall be concurrently verified by the
government prior to the final delivery and publication. Validation methodology shall be hands-on (preferred), comparative or desk-top
(if hands-on cant be performed) and shall be sufficient to find and correct all technical inaccuracies and shortcomings in the data
developed under this contract. The contractor shall maintain validation records documenting control of the validation process, the
actions taken to validate each task, corrective actions and mark-ups required for each task and page and follow-up validation of
corrected and reworked data. Contractor shall make available a copy of the mark-ups and re-worked pages for government records. The
contractor shall provide the ability to make ongoing/same day or next day corrections to re-worked data, pages. The Government
intends to witness the contractors validation process. Witnessing the contractors validation process will serve as the Governments
primary verification effort. The Contractor shall provide TACOM a minimum of 30 days advance notice prior to beginning a validation
effort.
3.5.1.7.2. The Government reserves the right to perform a separate Verification for accuracy, usability, safety and incorporation of any
reworked data or late configuration changes prior to acceptance of final deliveries. The contractor shall support such Verification if
needed. Contractor shall make available a CPK, applicable Section B vehicle, parts, tools and support equipment that would be required
to successfully complete verification.
3.5.1.8. Delivery. Contractor shall prepare and deliver paper, digital (Adobe Acrobat 5.0 or higher .PDF ETM) and editable files with
intelligent text. Intelligent text is defined as text that can be selected, edited, manipulated, copied, linked, etc. The text shall not be bitmapped type graphic data. Graphics and line drawings shall be in CGM, CCITT group 4 or TIFF files.
3.5.1.9. Contractor should make maximum use of existing text and line drawings in the Operators, Maintenance and RPSTL vehicle
system manuals. See LOGSA website in 3.5.1.2 above; the TMs for the vehicle systems listed in section B above are available. If the
contractor is unable to obtain a copy of the vehicle system TMs the government will be provide a copy.
3.5.1.10. All TB, ETM and editable file materials will be delivered transportation cost prepaid. Delivery will be made to the
Commander, US Army Tank-automotive and Armament Command (TACOM), ATTN: AMSTA-LC-CJL, and ATTN: AMSTA-AQADEC Warren Michigan 483197- 5000, unless notified otherwise. Material shall arrive at its destination no later than the delivery date
scheduled on the respective CDRL. Packaging shall be adequate to assure delivery without damage. Material may be hand-carried by
the contractor if so desired at no additional cost to the Government.
3.5.1.11. Contractor shall provide an unrestricted copyright release for each TB delivered and insure that the government has the right to
use and distribute the related ETMs and electronic data files over the internet.
3.5.1.12. The TB Distribution Restriction Statement for the front cover and Title Block Page shall be: DISTRIBUTION STATEMENT
C: Distribution authorized to US government agencies and contractors associated with PEO CS&CSS TACOM Life Cycle
Management Command (LCMC) locations or providing support to the TACOM LCMC and community partners IAW AR 530-1. For
Official Use Only (FOUO) caveat is assigned so as not to place US personnel at risk, or compromise security procedures, or DOD
information (Critical/Technology). This determination was made November 4, 2005. This document is not releasable to the public or
media. Destroy by shredding or tearing to make unreadable, when no longer needed. This document should not be sent over the
INTERNET unencrypted, or posted to any public website. Other requests for this document shall be referred to PEO CS&CSS (David
Busse, 586 574-5497). Mail: PEO CS&CSS, ATTN: SFAE-CSS-TV, 6501 EAST 11 mile Road, Warren MI 48397.
3.5.1.12.1. The contractor shall destroy all paper copies and electronic files upon government acceptance of final publication
deliverables.
3.5.1.12.2. If the contractor sends the CPK TB via INTERNET, the TB must meet FIPS 140-2 Encryption Standard.
3.5.2 Provisioning: The contractor shall develop and deliver Logistics Management Information (LMI) (Provisioning Parts List {PPL}
(036 Report acceptable) data for each Crew Protection Kit (CPK) for the respective vehicle system(s) identified in Section B. The
contractor shall use this data to update the current Provisioning Master Record (PMR) database for each system. A Start of Work/
Provisioning Guidance Meeting shall be held at TACOM no more than 30 days after contract award.
All provisioning documentation, called LMI Summaries, shall be delivered in accordance with CDRL A013. Documents applicable for
use in identification, content, format, delivery and related guidance for this data:
MIL-PRF-49506, Performance Specifications, Logistics Management Information (LMI), 11 Nov 96
MIL-HDBK-502, Acquisition Logistics Handbook (for reference only)
The contractor shall provide Logistic Management Information (LMI) data for all parts on each system CPK. Associated provisioning
data (drawings) shall be provided for the top level assembly (kit) drawing or illustration and all parts. All LMI provisioning data shall be
prepared in accordance with DI-ALSS-8159, DI-ALSS-81530 and the attached PMR Data Requirements sheet.
For industry standard common hardware include descriptive nomenclature. Make from items made from industry standard components
shall include additional descriptive nomenclature. Examples of additional descriptive
information include, at a minimum, the physical dimensions and all classifications (i.e. hardness, grade, thread type, surface finish,
coatings, industry specifications and etc.). Common hardware includes nuts, bolts, washers, O-rings, cotter pins, C-clips, clevis pins,
lamp bulbs, etc.
LMI data shall be capable of being loaded into the Government PMR without any modification to the data. CCSS has various methods
by which the Contractor can deliver provisioning data and each will be discussed at the SOW. Contractor shall correct rejects within 30
days after notification of problems.
3.5.2.1 Provisioning Data Products (Drawings): Provisioning drawings shall consist of company drawings or commercial parts book
pages that clearly identify each item and its part number, to include a top level assembly (kit) drawing or illustration. Drawings shall be
annotated with the appropriate Provisioning Contract Control Number (PCCN) and Provisioning Line Item Sequence Number (PLISN)
for that part number. The contractor shall furnish a drawing either hard copy or electronically that is legible and representative for each
new part in accordance with CDRL A012 (EDFP).
3.5.2.2 Provisioning Screening: The contractor shall conduct provisioning screening on each item on the PPL for standardization or
NSN identification. This screening will be used to select valid part numbers, NSNs, and current unit of measure/issue prices for
provisioning purposes. The contractor shall screen common hardware items (nuts, bolts, screws, washers, lockwashers, rivets, etc.) by
technical characteristics. The screening results must be available for review at each provisioning conference. The contractor shall
conduct provisioning screening using FLIS, WEBFLIS, FEDLOG or by batch submittal part numbers to DLIS. HAYSTACK is no
longer acceptable for provisioning screening. For additional information on FLIS and batch submittals to DLIS, refer to the
Provisioning Screening User Guide located on the internet at www.dlis.dla.mil <http://www.dlis.dla.mil/>. For additional information on
WEBFLIS, go to www.dlis.dla.mil/WebFlis <http://www.dlis.dla.mil/WebFlis>. There are two versions of WEBFLIS: Public Query
and Restricted/Sign-on. Anyone with access to the Internet may access the Public Query version. The Restricted/Sign-on version
requires a valid userid/password to access the system. Userids may be obtained by filling out a registration form. The registration forms
are found on the DLIS web site. After accessing the Home Page, go into the Forms and Publications section and select the registration
form for WEBFLIS. There are two forms available - one for government workers and one for government sponsored contractors.
3.6 Field Service Representative (FSR).
The contractor shall provide a FSR for installation and post-installation support of CPKs in CONUS and OCONUS in Southwest Asia
(SWA).
3.6.1 Field Service Representative (FSR) duties
3.6.1.1 The FSRs shall have technical writing experience and general mechanical experience with all the vehicles and variants of ADSI
produced AoA CPK.
3.6.1.2 The FSRs shall provide training, troubleshooting, diagnosis, repair, and resolution of technical issues in support of the ADSI
AoA Kit installation effort. The FSRs shall conduct on-the-job production line installation training for the ADSI AoA Kits for new
FSRs shall provide updated training to previously-trained mechanics to ensure that they are fully aware of all changes and
improvements made to the ADSI AoA Kit.
3.6.1.3. The FSRs shall provide on-site installation and maintenance support to the AoA New Equipment Training (NET) instructors
during operator and maintenance training of AoA versions of the vehicles in section B. NET will be performed at locations identified by
the Multi-National Command-Iraq (MNC-I) and the Combined Joint Task Force -76 (CJTF-76) . The contracting officer will provide a
14 day notice of dates and locations when NET will occur.
3.6.1.4 The Contractor shall present a weekly status report via email (in contractor format) in accordance with CDRL 014, which
3.6.1.5 The FSRs shall develop a Government approved quality assurance vehicle inspection checklist to verify proper kit installation
certifying Government personnel certifies that work on a given vehicle has been completed to standard.
Manager or COR. The government expects the FSRs shall be capable of managing their current allotted daily work hours between
training installation crews and filling part requisitions. There wont be a window of operating hours; the FRSs shall fill the orders as
quickly as possible during their current allotted work hours.
C.3.6.1.6.1 Management of Authorized Stockage List (ASL) Spare Part Components.
C.3.6.1.6.2 The FSRs shall receive, distribute and maintain inventory control of ASL spare part components for CPKs developed under
this contract. The government will determine the location of storage for the ASL spare parts. The government will provide securable
storage containers suitable for housing the ASL spare part components. The FSR shall coordinate with the PM CE/MHE Subject Matter
Expert (SME) and Site Manager of the Army Field Service Command (AFSC) AoA Installation Site to identify the site location and
receive access to the storage containers. ASL storage location should be collocated with the installation site to preclude unnecessary
travel time between the FSRs duties. Current locations are Camp Liberty, Camp Anaconda and Bagram.
C.3.6.1.6.3 Upon receipt of the ASL package, the FSRs shall conduct an initial inventory of parts against the inventory list provided in
the ASL package. Within 24 hours of completion of the inventory, the contractor shall notify the PCO and PM CE/MHE via email of
receipt in total and identity of any missing parts. This report should be sent through the ADSI Project Manager for transmittal to PM
CE/MHE. The contractor shall be responsible to procure and replenish missing parts identified in the initial inventory.
C.3.6.1.6.4 - Upon request from units with CPK equipped vehicles or from the PM CE/MHE SME, the FSRs shall distribute parts from
the ASL package. Procedures for units requisitioning parts are found in Attachment 1. Parts shall be issued within 48 hours of request.
The FSR shall present a weekly report via email (in contractor format) on inventory distribution. The report shall identify at a
minimum: Date of report, model of vehicle, part number issued, description of part, quantity issued, DODAAC of requesting unit, unit
number, name of individual issued, email address of individual issued, date of issue, and distribution point. The report shall be prepared
using Microsoft Excel software. The distribution report shall be delivered electronically through the ADSI Project Manager for
transmittal to PM CE/MHE and the PM CE/MHE SME.
C.3.6.1.6.5 The FSR shall evaluate demand trends and recommend to the PM CE/MHE increased stockage quantity of individual parts
currently in the ASL and the addition of any new parts not currently stocked in the ASLs.
C.3.6.1.6.6 - To maintain inventory control, the FSR shall present a weekly status report via email (in contractor format), which
identifies parts issued and parts on-hand. The report shall identify at a minimum: Date of report, model of vehicle, part number,
description of part, quantity issued, quantity of part replenished, quantity on-hand,
and distribution point. The report shall be prepared using Microsoft Excel software. The report shall be delivered electronically through
the ADSI Project Manager for transmittal to PM CE/MHE and the PM CE/MHE SME.
C.3.6.1.6.7 Upon any part reaching 50% of total issued, the contractor shall notify the government via email. Notification shall be made
within 24 hours of the contractors knowledge of 50% total part issued. The Government will take action to procure and replenish parts.
C.3.6.1.6.8 The FSRs shall make every effort to maintain control and secure the ASL parts. The contractor shall not be held accountable
for parts missing after the initial inventory. Within 24 hours of knowledge of missing parts, the contractor shall notify the government
via email. The Government will take action to procure and replenish parts identified after the initial inventory.
3.6.1.7 All FSRs must participate in training through the CONUS Replacement Center (CRC) for deployment to SWA. The contractor
shall provide a Letter of Authorization (LOA) no later that one week from contract award. The LOA shall contain all the information
that is needed to request a Call Forward, CRC request, and data to input information into SPO Tracker (for ASAALT) . The FSRs shall
report to Ft. Bliss, TX for processing through CRC no later than three weeks after contract award. This schedule is subject to change
based on space availability at CRC.
3.6.1.7.1 The contractor shall provide transportation for their personnel from point of origin to CRC, Ft. Bliss, TX and return. The
government will provide transportation from CRC to the area of operation and return. The government will provide an Official
Government Travel Memo for each contractor employee that will be traveling. The contractor shall request this memo, from the
contracting officer, no later than 14 days from contract award so the memo is available for CRC.
AoA Cab Kit
3.6.3 The Contractor shall provide up to five (5) experienced and qualified mechanics, air conditioning technicians, welder-mechanic,
and material handling and equipment operators to serve as Field Service Representatives (FSRs) to support American Defense
Systems, Inc. (ADSI) Add on Armor (AoA) Kit installation, during initial application and subsequent fielding, at the following sites:
One (1) FSR at Camp Anaconda, Balad, Iraq
One (1) FSR at Camp Arifjan, Kuwait
One (1) FSR at FOB Marez, Mosul, Iraq
One (1) FSR at Camp Speicher, Tikrit, Iraq
One (1) FSR at Bagram, Afghanistan
Performance period is seven (7) months. The first month is the Pre-deployment phase wherein the FSRs will receive in-house training
on installation of AoA, additionally the FRS will be required to attend government conducted one week training class held at Ft. Bliss,
TX see 3.6.1.7. The next phase is six (6) months in SWA and an option for an additional six (6) month deployment in SWA. The
Government reserves the right to add additional sites for FSR service as the mission requirements change. Additional sites will be added
by task order and individually priced.
3.6.3.1 The FSRs located in Iraq and Afghanistan shall be stationed at the locations identified in 3.6.3, but some of the work may
require traveling to the installation sites within the SWA Area of Responsibility (AOR) to provide temporary assistance and support
New Equipment Training (NET) of AoA versions of vehicles.
3.6.3.2 The FSR located in Kuwait shall be stationed at Camp Arifjan, but some of the work may require traveling to other locations
within the SWA AOR to provide temporary assistance and support NET of AoA versions of vehicles.
3.6.3.3 The FSRs may be required to travel on a temporary basis to other locations within the SWA AOR to provide assistance and
support of AoA versions of vehicles.
3.6.4.1 The Government will provide all facilities; installation labor, special tools, MHE, material, and supplies to support the effort.
3.6.4.5 The Government shall provide transportation into and out of Iraq and Afghanistan for FSRs and equipment from Kuwait. The
flights into and out of Iraq and Afghanistan sites listed in C.1 shall be by military aircraft.
3.6.4.6 The Contractor shall arrange for shipment of supplies from Kuwait. These costs will be reimbursed by the Government.
3.6.5 Living Conditions
3.6.5.1 The Government will provide housing for the contract employees at the Iraq and Afghanistan sites listed in C.1. The Contractor
shall be responsible for housing for contract employees working within Kuwait.
3.6.5.3 Contract employees located Iraq will not be required to leave Camp Anaconda to perform off-site troubleshooting within Iraq.
The Contractors worksite will be Camp Anaconda until removed from this location IAW paragraph C.4.5.
area.
3.6.5.5 As required by the operational situation, the Government may at its discretion relocate FSRs (who are citizens of the United
3.6.5.6.1 - Due to further force security issues and concerns in theater, many commands are asking for verification of the status of our
will be deployed.
3.6.6.4 The Government does require a medical screening at the CONUS Replacement Center (CRC) for FDA approved immunizations,
which shall include DNA sampling.
3.6.11 The contract employees accompanying the force are not authorized to wear military uniform, except for specific items required
for safety and security. The Combatant Commander, subordinate Joint Force Commander (JFC), or Army Force (ARFOR) Commander
may require that contractor employees be issued and be prepared to wear Organizational Clothing and Individual Equipment (OCIE), to
include Chemical, Biological, and Radiological Element (CBRE) and High-Yield Explosive defensive equipment, necessary to ensure
equipment.
3.6.16
The Contractor shall ensure that health and life insurance benefits provided to its deploying employees are in effect in the
theater of operations and allow traveling in military vehicles.
3.6.17
Unless prohibited by international agreement, the Contracting Officer shall provide a Letter of Authorization (LOA) for
deployed contractor personnel. This is the document contract employees must carry with them as authorization for use of a Government
Orders.
3.6.18
The Contractor shall at all times remain contractually responsible for the conduct of its employees. The Contractor shall
promptly resolve to the satisfaction of the Government, all contract employees performance and conduct problems identified by the
Government. Failure to correct such problems may result in the Government directing the Contractor, at the Contractors own expense,
to replace and, where applicable, repatriate any employee
who fails to comply with this language to adhere to instructions and general orders issued by the Combatant Commander or his/her
designated representative. Such action may be taken at the Governments discretion without prejudice to its rights under any other
provision of this contract, including the Termination for Default Clause.
3.6.19
If any contract employee departs an area of operation without permission, the Contractor will ensure continued performance
IAW the terms and conditions of the work directive. If the Contractor replaces an employee who departs without permission, the
replacement is at the Contractors expense and must be complete within 72 hours, unless otherwise directed by the contracting officer.
3.6.20
The FSRs will serve as a working member of the installation teams, as needed. The FSRs may be required to travel to other
countries within the SWA AOR on a temporary basis to provide assistance.
3.7 Spare Parts:
3.7.1
Authorized Stockage List (ASL): Within 30 days after Critical Design Review (CDR), the contractor shall submit an initial
ASL (recommended support for 365 days) to the Government. Within 10 days after successful prototype testing, the contractor shall
submit the final ASL to the Government for approval.
3.7.2
ASL Delivery:
The contractor shall provide the items described by the final ASL for each CPK system. The Government
is allowing the contractor to use their experience and knowledge of spare parts to determine a fair estimate of materials, but the ASL
items provided shall not include armor of any type. The ASL items shall be separately packaged, using best commercial practice, FOB
origin.
3.7.3
ASL Storage: Until the Government directs shipment, the contractor shall store the ASL for a period of up to 60 calendar
days after acceptance. During this period, the ASL shall be stored at no additional cost to the Government.
3.7.4
Spare Parts Price List. Thirty (30) days after the Critical Design Review (CDR), the contractor shall provide a priced list of
spare parts that may be required to support the AOA CPKs. Firm prices for these items will be negotiated and incorporated into the
contract.
3.8
Opaque Armor Special Requirement
The contractor shall purchase and identify the opaque armor by lot. Each production lot from a vendor shall be tested for
conformance with the ballistic requirements by the Government at Aberdeen Test Center. The contractor shall provide a test report
detailing conformance in accordance with CRDL A002.
3.9
Quality Program:
3.9.1
The contractor shall utilize a Quality Program that, as a minimum shall include: quality plan, inspection requirements, record
keeping, control of processes (especially welding and painting), and control of discrepancies (identification, investigation, corrective
action and disposition of non-conforming items). All work performed under this contract shall be conducted by qualified personnel in
accordance with best commercial quality standards.
3.9.2
Welding: Welding and weld inspection shall be performed in accordance with AWS D1.1 Structural Welding Code, Steel and
AWS D1.2 Structural Welding Code, Aluminum as appropriate. Substitution of an equivalent welding standard may be allowed with
prior Government approval.
3.9.3
Surface Treatment and Finish Requirements: All metallic components shall be protected against corrosion by their material
composition (for example stainless steel), metallic coating (for example galvanizing) or paint coating. All surfaces exposed to the
environment during storage and after installation shall be protected. Metallic
items shall be painted on all surfaces. Non-metallic items shall be painted as necessary to prevent degradation due to environmental
effects and for camouflage purposes. All paint shall be Chemical Agent Resistant Coating (CARC) . Paint shall be applied in accordance
with MIL-DTL-53072C or drawing 19207-12420325.
3.9.3.1 Fasteners: Fasteners supplied in the kits (e.g. bolts, screws, washers and nuts) need not be pre-painted. The kit assembly
3.9.3.2
Kit components shall be painted Tan 686, color number 33446 in accordance with FED-STD-595B.
3.9.3.3 Post-assembly Surface Treatment. The contractor shall identify special cleaning and maintenance procedures necessary to
preserve the integrity of the CPK. Examples are: methods of cleaning transparent armor to prevent scratching, and cleaning and
handling requirements to prevent degradation of composite and fabric materials.
3.9.4
Final Inspection Report (FIR): The contractor is responsible for performing all inspections as specified in the control plan.
Each CPK shall be subjected to a complete final inspection by the contractor utilizing a contractor-developed and Government-approved
FIR in accordance with CDRL A006. The FIR shall be based upon the successfully tested prototype configuration. The Government, at
its option, may elect to witness and/or participate in the contractors final inspection.
3.9.5
Deficiencies: The contractor shall rectify discrepancies prior to Government acceptance of any item.
3.10
Program Reviews and Documentation:
3.10.1
Start of Work Meeting. Not later than 7 days after contract award the Government will host a start of work meeting at the PM
Combat Engineer/Material Handling Equipment (PM CE/MHE) offices in the Detroit metropolitan area. At the start of work meeting,
the contractor shall present a process management plan (including tools, collaborative environment, modeling and simulations as
applicable) for each system CPK, in accordance with CDRL A008. The contractor shall provide a detailed TPCP for each vehicle
system in the contractors own format. The Preliminary Design Review (PDR) date will be established at the start of work meeting.
3.10.2
The contractor shall conduct a weekly teleconference with the COR, the PM CE/MHE leadership, and/or any/all other CE/
MHE armor matrix team members via VTC or teleconference. The contractor shall submit the minutes from the weekly teleconferences
to the contracting office within 48 hours in their own format, in accordance with CDRL A009. The contractor shall immediately report
to the Government lead-time issues that may impact schedule. The contractor will make recommendations for alternate approaches.
3.10.3
Preliminary Design Review (PDR). Prior to the start of detailed design, the contractor shall conduct a PDR for each vehicle
system at the contractors facility. The contractor shall provide an overall plan (TPCP), general design strategy, and a mock-up of the
proposed operators field-of-view area for all systems. The Government will review the proposed field-of-view area during the CDRs
prior to the fabrication of the prototype CPKs. The type of mock-up (computer model, wood, paper, etc.) shall be determined by the
contractor and reviewed by the Government at the start of work meeting. The Government will provide a subject matter expert (SME) to
perform the evaluation. The contractor shall proceed with the proposed PDR plans, if the government does not respond within 48 hours
of the completion of the PDR. If the contractor needs to purchase materials before the PDR, a written request for permission must be
submitted to the PCO for approval. The contractor remains responsible for any design or hardware changes resulting from the CDR and/
or prototype testing.
3.10.4
Critical Design Review (CDR). Prior to the start of the prototype fabrication/assembly, the contractor shall conduct a CDR for
each vehicle system no later than 14 days after PDR. The CDR shall be conducted at the contractors facility. The contractor will present
the trade-off analysis at the CDR. The contractor shall proceed with
the proposed CDR plans and may fabricate prototype and production kits, if the government does not respond within 48 hours of the
completion of the CDR. The contractor remains responsible for any design or hardware changes resulting from the prototype testing.
3.10.5
If required, the contractor shall host a pre and post ballistic test meeting at the contractors facility.
3.11
Safety:
3.11.1 The contractor shall submit a Safety Assessment Report (SAR) to the Government (Reference CDRL A010) for each CPK.
These reports will identify the hazards resulting from the application of the CPKs, their likelihood of occurrence, the severity of
resulting injury/damage and the mitigation actions taken. Hazards that have severe consequences and cannot be eliminated by design
changes shall be clearly identified. The draft report for each system shall be submitted at the systems Critical Design Review. Thirty
days after contract award, the Government reviews and provides comments 15 days after receiving draft report. The final draft is due
back to Government 15 days after Government review. An assessment of vehicle stability and an estimation of operational limitations
resulting from the addition of the AoA CPK shall be included in the report.
3.11.2 The contractor shall provide cautions and warnings for the AoA CPK, to be affixed onto the inside of the vehicle, during
3.12
3.12.1
The Government will provide to the contractor two (2) of each CE/MHE system to be fitted with an AoA CPK, for the design
and integration effort. The contractor shall be responsible for shipping these systems from Selfridge Air National Guard Base (SANGB)
Michigan to his facility. The contractor shall be responsible for shipping these systems from his facility to the test facility at Aberdeen
Proving Ground, MD. The contractor is responsible for ensuring that the Government-furnished vehicle/equipment is not damaged in
transit.
3.12.2
The Government will provide CE/MHE to the contractors facility for installation of the AoA CPK. The Government is
responsible for the transportation of the vehicles to and from the contractor. The contractor is responsible for the safekeeping of the
vehicles.
3.13
Contracting Officers Representative (COR). The COR is an individual designated in accordance with DFARS 201.60202 and
is authorized in writing by the contracting officer to perform specific technical functions. The Procuring Contracting Officer will
designate a COR upon contract award. The contractor will receive a copy of the written designation after contract award that will
specify the extent of the CORs authority to act on behalf of the contracting officer. The COR is not authorized to make any
commitments or changes that will affect price, quantity, delivery or any other term or condition of this contract.
3.14
Installation of Add on Armor (AoA) Kits
3.14.1
Installation Requirements. The Contractor shall provide qualified and experienced personnel to install Add-on Armor (AoA)
3.14.2
The contractor shall install the AoA kits produced under this contract in accordance with the Government approved
installation instructions (CRDL 005). The Government will provide quality assurance oversight of kit installation.
3.14.3
The contractor shall provide adequate work facilities and all materials and equipment required for AoA kit installation. The
3.14.3.1 The contractor maybe authorized to perform minor repairs to the vehicles, to allow the AoA kits to be applied. Upon receipt
and completion of the initial inspection of the vehicles, by DCMA, if the vehicle requires repairs, the contractor will provide a condition
assessment identifying area requiring repair to TACOM. All repairs shall be authorized by TACOM, PM Force Projection, before work
begins.
3.14.4
rate.
The contractor shall install kits at a rate of no less than one (1) vehicle per day. The contractor is authorized to accelerate this
3.14.5
The contractor shall comply with all provisions of paragraph 3.9 through 3.9.5.
3.14.5.1 Final Inspection Report (FIR) for installed AoA: The FIR shall detail the AoA kit condition, any damage to the vehicle as a
standard.
*** END OF NARRATIVE C0001 ***
SCOPE OF WORK FOR TRAM ONLY:
The Tractor, Rubber-tired, Articulated steering, Multi-purpose Vehicle (TRAM) Add on Armor (AoA) Crew Protection Kit (CPK)
4.1
Purpose and Overall Scope of Work:
This statement of work describes the outcomes the contractor is required to achieve. As directed by individual delivery orders, the
contractor shall build a prototype, provide test support, produce, install Add on Armor (AoA) Crew Protection Kits (CPK) and provide
Field Service Representatives (FSR) both CONUS and OCONUS for the TRAM:
4.1.1
The contractor is required to have access to classified information. The contractor shall have established the appropriate
facilities and management controls up to the secret level. The contractor personnel assigned to this effort shall have valid secret level
security clearances and have experience in the areas of armor, and survivability. A DD Form 254, Contract Security Classification
Specification is included in Attachment 001. Attachment 002 to the contract is the supporting memorandum for the DD form 254,
Contract Security Classification Specification.
4.2
Lessons Learned:
are Attachment 004 to this contract, entitled: Lessons Learned on Tactical Wheeled Vehicle Armor Kit Designs.
4.3
Protection Level:
4.3.1
The CPKs shall be designed to provide ballistic protection against direct small arms fire (7.62mm LPS rounds) and
improvised explosive devices (20mm Fragment Simulating Projectiles (FSP)) for both opaque and transparent armor. The materials
which shall be used are listed in Attachment 005. All transparent armor shall be Water White, or Heat Treated Low Iron.
4.3.2
The CPK shall be designed to provide maximum coverage for the occupant. Ballistic gaps that may be necessary to allow pass
through routings for items such as driver controls, electrical harnesses and hoses shall be minimized.
4.4
Kit Design:
4.4.1
The design of the CPK shall include opaque armor, transparent armor, armor support provisions, doors with latching
as necessary for safe operation (e.g. longer wiring harnesses, hoses, etc.). The contract shall not introduce any new tools to over-ride the
emergency egress.
4.4.2
The CPK shall include means to cool the operator, during road march and when operating (digging, craning, etc). The
operators station shall not exceed 80 degrees F with the armor applied, with an ambient temperature of 120 degrees F, at 25 percent
relative humidity. It will be tested IAW SAE J1503. This requirement may be met with a combination of:
·Existing cooling and ventilation systems.
·Insulation.
·Supplemental air conditioning.
If supplemental air conditioning is proposed, supplemental air conditioners currently used by PM Tactical Vehicles (i.e. Red Dot) shall
be used. (The Government will supply details upon request).
4.5 Falling Object and Roll-Over Collapse Resistance: The machines original falling object protection shall not be degraded by the
4.5.1 The government will evaluate MANPRINT using MIL-STD-1472F Department of Defense Design Criteria StandardHuman
·
·
·
·
·
·
Noise (at the operators station)
Toxic fumes (at the operators station)
Accessibility of controls
Visibility (specifically for the ability of the operator to carry out mission functions with a minimum of degradation)
Ingress and egress
Operator contact with hot surfaces
4.6 NBC Protection: There are no requirements for NBC protection on vehicles fitted with a CPK. There is no Electromagnetic
4.7 Combat Lock: Doors shall incorporate a device (also known as a combat lock) that allows the door to be secured from the inside.
The combat lock shall prevent the door from being opened from the outside by enemy personnel and by the force of an IED explosion.
An override shall be provided so that emergency personnel outside the cab can open the door. The contract shall not introduce any new
tools to over-ride the Combat Lock.
4.7.1 The contractor shall minimize ballistic gaps to the maximum extent practical when the CPK is installed onto the vehicle. Joints
and attaching hardware shall be designed to resist separating under blast pressure. All original equipment glass shall be removed from
the system before the AoA CPK is installed.
4.8 Transportability Data Plate: The contractor shall provide a data plate per MIL-STD-209K, with each kit. The information shall
4.9 Prototype, Fabrication and Testing:
4.9.1 Prototype Automotive Tests. The contractor shall build and install a prototype CPK on the TRAM systems provided. This is in
addition to the original prototype effort under Delivery Order 0007 of this contract. The first prototype kit shall be used at APG for
automotive test. The Automotive test will consist of performance tests (e.g. braking, gradeability) and durability. The contractor shall
provide on site technical assistance at the APG, MD test site to support CPKs during the automotive testing. The contractor shall repair
or replace kit parts that fail during testing and resolve any other CPK issues at no cost to the Government. The second prototype kit will
be used to validate and verify (val/ver) the install instructions and the Final Inspection Report (FIR).
4.9.2 Materials for Kits. See Attachment 005, Armor Materials.
4.9.3 Coupons and Prototype CPK Ballistic Tests. The contractor shall provide one (1) set of the operating door side assembly,
including opaque armor, transparent armor, hinges, latching hardware, and support structure for the TRAM. The Government will test
the contractor provided door assembly in order to verify ballistic performance of the CPK design per the requirements stated in 4.3 as
well as kit integration. Fasteners and gaps will be evaluated. The contractor shall provide support to the CPK at APG, MD during
government tests. The contractor shall also provide two, 2 x 2 armor coupons. The two coupons will be ballistically tested at APG. The
contractor is responsible for the shipping of these materials.
4.10 Drawing Packages. The contractor shall deliver feature-based parametric 3D models along with its 2D associated drawings in ProEngineer format, in accordance with CDRL B003. The Government will provide a drawing package and installation instructions, which
will be used as samples for format and content (See Attachment 003) . Prior to delivery to the government, the Contractor may maintain
the drawing package in its own format.
4.11 Technical Data Package (TDP) . The TDP shall meet the requirements of MIL-DTL-31000C and will be in accordance with
ASME Y14.41, in accordance with CDRL B004 (DI-SESS-81000C). Drawings shall be in a format compatible with Pro-Engineer when
4.12 Part Numbers. For the delivered data packages as described in 4.10 and 4.11, the United States Marine Corp will provide part and
drawing numbers.
4.13 Technical Publications: Construction / Materiel Handling Equipment, Crew Protection Kit (CPK) Technical Bulletin (TB):
4.13.1. The Contractor shall prepare, validate and deliver a separate Crew Protection Kit (CPK) Technical Bulletin (TB) to support the
use, operation, maintenance, parts and installation and removal of the unique CPK as applied to the USMC TRAM.
4.13.2. The Technical Bulletin(s) shall be prepared in accordance with Exhibit General Publication Requirements and Exhibit Parts List
Requirements, MIL-STD 40051-2 and MIL-HDBK 1222C. The MIL-STD and MIL-HDBK
are available at \*HYPERLINK http://www.logsa.army.mil www.logsa.army.mil. The CPK TBs shall include CPK installation and
removal instructions, Operators instructions, Unit and Direct Support Maintenance and related Parts List. The Commodity Command
Standard System (CCSS) based parts data shall be included in the TB.
4.13.3. The CPK TB shall include an Operator and a separate Unit Maintenance Preventive Maintenance Checks and Services (PMCS)
changes. All other (non CPK) operator and maintenance instructions and parts data shall be supported by references to the non CPK
vehicle TM series. The contractor shall be responsible for all changes to the CPK TB and as applied to the vehicle configuration
resulting changes from testing and reviews; changes shall be at no additional cost to the government.
4.13.4. All CPK instructions shall be in the form of fully illustrated, detailed start step to end step instructions. The CPK installation
instructions shall be written to maximize the efficiency of the installation process. The installation instructions shall be part of the
combined VAL/VER effort, which will take place at ADSI Hicksville.
4.13.5. All instructions shall contain clear illustration of each step. Instructions shall include required modification dimensions or
the TB.
4.13.6. Previously delivered data: Installation instructions that were developed, validated and delivered under CDRL A005 may be
the contractor has records supporting such action the installation instructions need not be physically performed again. The contractor
shall insure that such data is accurately incorporated into the CPK TB. If not part of the instructions, complete, illustrated step-by-step
removal instructions must still be developed and validated as part of the CPT TB effort under CDRL B007.
4.13.7. Combined Validation and Verification:
4.13.7.1. The Contractor shall physically validate 100% of the TB/ETM delivery; this includes the kit installation (if not previously Val/
Verd) and removal instructions to be included in the CPK TB. All TB data and instructions shall be concurrently verified by the
effort.
4.13.7.2. The Government reserves the right to perform a separate Verification for accuracy, usability, safety and incorporation of any
4.13.8. Delivery. Contractor shall prepare and deliver paper, digital (Adobe Acrobat 5.0 or higher .PDF ETM) and editable files with
4.13.9. Contractor should make maximum use of existing text and line drawings in the Operators, Maintenance and Parts vehicle
system manuals. See LOGSA website in C.4.2 above; the TMs for the vehicle systems listed in section B above are available. If the
4.13.10. All TB, ETM and editable file materials will be delivered transportation cost prepaid. Delivery will be made to the
Commander, Marine Corps System Command, Program Manager, Engineer Systems, (PMM-152), Material Handling and Construction
Equipment Team, Attn: Mike Farley, 2200 Lester Street, Quantico, VA 22134. Unless notified otherwise. Material shall arrive at its
destination no later than the delivery date scheduled on the respective CDRL. Packaging shall be adequate to assure delivery without
damage. Material may be hand-carried by the contractor if so desired at no additional cost to the Government.
4.13.11. Contractor shall provide an unrestricted copyright release for each TB delivered and insure that the government has the right to
use and distribute the related ETMs and electronic data files over the internet.
4.13.12. The TB Distribution Restriction Statement for the front cover and Title Block Page shall be: DISTRIBUTION STATEMENT
C: Distribution authorized to US government agencies and contractors associated with PEO CS&CSS TACOM and Marine Corps
System Command. For Official Use Only (FOUO) caveat is assigned so as not to place US personnel at risk, or compromise security
procedures, or DOD information (Critical/Technology). This determination was made November 4, 2005. This document is not
releasable to the public or media. Destroy by shredding or tearing to make unreadable, when no longer needed. This document should
not be sent over the INTERNET unencrypted, or posted to any public website. Other requests for this document shall be referred to PM
Engineer Systems MHE/CE (Mike Farley , 703 432-3727). Mail: Commander Marine Corps System Command, Program Manager,
Engineer Systems (PMM-152), 2200 Lester street, Quantico, VA 22134.
4.13.12.1. The contractor shall destroy all paper copies and electronic files upon government acceptance of final publication
deliverables.
4.13.12.2. If the contractor sends the CPK TB via INTERNET, the TB must meet FIPS 140-2 Encryption Standard.
5. Production Effort:
5.1 Production Hardware. The first 6 kits on of the TRAM effort will not be subject to the results of testing. The production of the first
6 kits shall begin immediately after delivery order award. The first 6 kits shall be produced, packaged and available for shipping within
60 days of delivery order award. The USMC will perform the inspection and acceptance for the initial 6 kits.
5.1.1 The remaining kits on the TRAM delivery order will be subject to the results of the automotive and ballistic test results.
Production for the remaining CPK shall not commence until written approval is granted by the Contracting Officer.
5.1.2 The contractor shall produce TRAM CPK that conform to the configurations approved by the government at the conclusion of all
5.2 Production kit assembly:
5.2.1 Packaging. To the extent practicable, the contractor shall organize the packaged kits to allow sequential removal in the order
5.2.2 Components which must be installed with a particular face towards the enemy, and which are not distinguishable by shape, shall
be marked to indicate proper assembly. The transparent armor (glass) will not be marked or etched. The kits shall be packaged to
prevent damage during transport, using best commercial packaging practices. The contractor shall ensure that packaged kits are loaded
on pallets.
5.2.3 Each kit shall contain one set of installation instructions, operating instructions and maintenance instructions. Each kit shall also
be packaged with 10% additional attaching hardware. Additionally a packing slip shall be affixed to the CPK shipping container, in
accordance with Attachment 007, Information Memorandum No. 05-077 from http://guidebook.dcma.mil/61/dc05-077.htm.
5.3 Storage. Until the Government directs shipment, the contractor shall store the kits for a period of up to 60 calendar days after
5.4 Installation Instructions: The contractor shall develop, validate, and provide installation instructions as described below. Install
instructions shall be developed for the TRAM in accordance with CDRL A005.
5.4.1 The instructions shall be in a contractor format that is consistent with US Army Technical Bulletin format, per MIL-Spec-40051.
5.4.2 The instructions shall be in the form of start step to end step instructions. The instructions shall be written to maximize the
prototype kit at the contractors facility prior to shipment. The Government will observe and verify the installation on the second
prototype kit that is developed for the TRAM effort.
5.4.3 Installation instructions shall be written so that the kits can be installed at Army organic (unit) level. The contractor shall advise
the Government of the date of val/ver seven days prior to validation.
5.4.4 The instructions shall contain clear illustrations of each step. Hardware and other items, which could be installed backwards, shall
be clearly shown in the proper orientation. The use of color digital photos and line art is acceptable. The after installation condition of
the vehicle shall be clearly illustrated.
5.4.5 The instructions shall contain an Illustrated Parts Breakdown (IPB) of all components, assemblies and hardware. The IPB shall
(RPSTL), in accordance with MIL Spec 40051.
5.4.6 Instructions shall include notes, cautions and warning statements as appropriate. In particular, the proper handling, storage and
5.5 Technical Publications: TRAM AoA CPK Technical Bulletin (TB) and Parts Provisioning List (PPL): RESERVED
5.6 Field Service Representative (FSR) General Overview:
The contractor shall provide a FSR for installation and post-installation support of CPKs in CONUS and OCONUS in Southwest Asia
(SWA).
5.6.1 Field Service Representative (FSR) duties:
5.6.1.1 The FSR shall have technical writing experience and general mechanical experience with all the variants of ADSI produced
AoA CPK kits. This shall include the D7G Dozer, 621B Scraper, CS563D Vibratory Roller, Loader MW24C, 103G Grader, 815F High
Speed Compactor and the TRAM.
5.6.1.2 The FSR shall provide training, troubleshooting, diagnosis, repair, and resolution of technical issues in support of the ADSI
AoA Kit installation effort. The FSR shall conduct on-the-job production line installation training for the ADSI AoA Kits for new
FSR shall provide updated training to previously-trained mechanics to ensure that they are fully aware of all changes and improvements
made to the ADSI AoA Kit.
5.6.1.3. The FSR shall provide on-site installation and maintenance support to the AoA New Equipment Training (NET) instructors
during Operator and maintenance training of the TRAM vehicle. NET will be performed at locations identified by the Multi-National
Command-Iraq (MNC-I) and the Combined Joint Task Force -76 (CJTF-76) . The contracting officer will provide a 14 day notice of
dates and locations when NET will occur.
5.6.1.4 The Contractor shall present a weekly status report via email (in contractor format) in accordance with CDRL B005, which
5.6.1.5 The FSR shall develop a Government approved quality assurance vehicle inspection checklist to verify proper kit installation
certifying Government personnel, certifying that work on a given vehicle has been completed to standard.
Manager or COR.
5.6.1.7 All FSR must participate in training through the CONUS Replacement Center (CRC) for deployment to SWA. The USMC will
sponsor the FSR at one of their CRC centers.
5.6.1.7.1 The contractor shall provide transportation for their personnel from point of origin to CRC. The contractor shall provide
transportation from CRC to the area of operation in SWA and the return trip.
5.6.1.7.2 The contractor is allowed 6 FSR management visits a year. Four to be held quarterly and the remaining (2) visits can only be
used with approval from the contracting officer and the proper documentation to support the visit.
AoA Cab Kit
5.6.3 The Contractor shall provide an experienced FSR to the following site:
One (1) FSR at Al Taqaddum (TQ), Iraq
Performance period is 12 months. The first month is the Pre-deployment phase wherein the FRS will receive in-house training on
installation of AoA, additionally the FRS will be required to attend government conducted one week training class, CRC. The FSR is
allowed 14 days of Rest and Relaxation (R & R), after 180 days of service in theater. The FSR must be back-filled will a substitute FSR
during the R & R time. The Government reserves the right to add additional FSRs, or sites for FSR service, as the mission requirements
change. Additional FSRs and sites will be added by task order and individually priced.
5.6.4.1 The Government will provide all facilities; installation labor, special tools, MHE, material, and supplies to support the effort.
5.6.4.5 The Government shall provide transportation into and out of Iraq and Afghanistan for FSR and equipment from Kuwait by
military aircraft.
5.6.4.6 The Contractor shall arrange for shipment of supplies from Kuwait. These costs will be reimbursed by the Government. 5.6.5
Living Conditions
5.6.5.1 The Government will provide housing for the contract employees at the Iraq site. The Contractor shall be responsible for
housing for contract employees working within Kuwait.
5.6.5.3 Reserved
area.
5.6.5.5 As required by the operational situation, the Government may at its discretion relocate the FSR (who is a citizen of the United
5.6.5.6.1 Due to further force security issues and concerns in theater, many commands are asking for verification of the status of the
will be deployed.
5.6.6.4 The Government does require a medical screening at the CONUS Replacement Center (CRC) for FDA approved
immunizations, which shall include DNA sampling.
5.6.11 The contract employees are not authorized to wear military uniform, except for specific items required for safety and security.
The Combatant Commander, subordinate Joint Force Commander (JFC), or Army Force (ARFOR) Commander may require that
contractor employees be issued and be prepared to wear Organizational Clothing and Individual Equipment (OCIE), to include
Chemical, Biological, and Radiological Element (CBRE) and High-Yield Explosive defensive equipment, necessary to ensure
equipment.
5.6.16 The Contractor shall ensure that health and life insurance benefits provided to its deploying employees are in effect in the theater
of operations and allow traveling in military vehicles.
5.6.17 Unless prohibited by international agreement, the Contracting Officer shall provide a Letter of Authorization (LOA) for
deployed contractor personnel. This is the document contract employees must carry with them as authorization for use of a Government
Orders.
5.6.18 The Contractor shall at all times remain contractually responsible for the conduct of its employees. The Contractor shall
promptly resolve to the satisfaction of the Government, all contract employees performance and conduct problems identified by the
Government. Failure to correct such problems may result in the Government directing the Contractor, at the Contractors own expense,
to replace and, where applicable, repatriate any employee who fails to comply with this language to adhere to instructions and general
orders issued by the Combatant Commander or his/her designated representative. Such action may be taken at the Governments
discretion without prejudice to its rights under any other provision of this contract, including the Termination for Default Clause.
5.6.19 If any contract employee departs an area of operation without permission, the Contractor will ensure continued performance IAW
the terms and conditions of the work directive. If the Contractor replaces an employee who departs without permission, the replacement
is at the Contractors expense and must be complete within 72 hours, unless otherwise directed by the contracting officer.
5.7 Spare Parts and the Authorized Stockage List:
5.7.1 Authorized Stockage List (ASL). Within 60 days of the TRAM delivery order being issued, the contractor shall submit an initial
ASL (recommended support for 365 days) to the Government, in accordance with CDRL B001. Within 10 days after successful
prototype testing, the contractor shall submit the final ASL to the Government for approval.
5.7.2 ASL Delivery. The contractor shall provide the items described by the final ASL for the TRAM AoA CPK system. The
Government is allowing the contractor to use their experience and knowledge of spare parts to determine a fair estimate of materials, but
the ASL items provided shall not include armor of any type. The ASL items shall be separately packaged, using best commercial
practice, FOB origin. Shipping of the ASL shall begin within 75 days of final ASL approval.
5.7.3 ASL Storage. Until the Government directs shipment; the contractor shall store the ASL for a period of up to 60 calendar days
after acceptance. During this period, the ASL shall be stored at no additional cost to the Government.
5.7.4 Spare Parts Price List (SPPL) . Within 90 days of the TRAM delivery order being issued, the contractor shall provide a priced list
of spare parts that may be required to support the AOA CPKs, in accordance with CDRL B002. Firm prices for these items will be
negotiated and incorporated into the contract. Delivery for the Spare Parts shall begin 150 days after the final pricing is negotiated and
incorporated into the contract.
5.8 Reserved
5.9 Quality Program:
5.9.1 The contractor shall utilize a Quality Program that, as a minimum shall include: quality plan, inspection requirements, record
keeping, control of processes (especially welding and painting), and control of discrepancies (identification, investigation, corrective
action and disposition of non-conforming items). All work performed under this contract shall be conducted by qualified personnel in
accordance with best commercial quality standards.
5.9.2 Welding. Welding and weld inspection shall be performed in accordance with AWS D1.1 Structural Welding Code, Steel and
5.9.3 Surface Treatment and Finish Requirements: All metallic components shall be protected against corrosion by their material
environment during storage and after installation shall be protected. Metallic items shall be painted on all surfaces. Non-metallic items
shall be painted as necessary to prevent degradation due to environmental effects and for camouflage purposes. All paint shall be
Chemical Agent Resistant Coating (CARC) . Paint shall be applied in accordance with MIL-DTL-53072C or drawing 19207-12420325.
5.9.3.1 Fasteners. Fasteners supplied in the kits (e.g. bolts, screws, washers and nuts) need not be pre-painted. The kit assembly
5.9.3.2 Kit components shall be painted Tan 686, color number 33446 in accordance with FED-STD-595B.
5.9.3.3 Post-Assembly Surface Treatment. The contractor shall identify special cleaning and maintenance procedures necessary to
5.9.4 Final Inspection Report (FIR) : The contractor is responsible for performing all inspections as specified in the control plan. Each
CPK shall be subjected to a complete final inspection by the contractor utilizing a contractor-developed and Government-approved FIR
in accordance with CDRL B006. The draft FIR is due 30 days after contract modification award for the TRAM effort. The draft FIR
will be val/ver at the installation instruction verification, performed on the second prototype kit. The final FIR shall be based upon the
successfully tested prototype configuration. The Government, at its option, may elect to witness and/or participate in the contractors
final inspection.
5.9.5 Deficiencies. The contractor shall rectify discrepancies prior to Government acceptance of any item.
5.10 Government Furnished Material (GFM):
5.10.1 The Government will provide to the contractor a TRAM to be fitted with an AoA CPK. The contractor shall be responsible for
shipping the system from his facility to the technical bulletin sub-contractors facility. The contractor is responsible for ensuring that the
Government-furnished vehicle/equipment is not damaged in transit.
5.10.2 The Government will provide a TRAM to the contractors facility for installation of the AoA CPK val/ver prototype kit. The
Government is responsible for the transportation of the vehicles to the contractor. The contractor is responsible for the safekeeping of
the vehicles.
DELIVERIES OF PERFORMANCE
F.1 Required Delivery Schedule
a. Prototype Kits
For each system to be armored, the contractor shall provide the following to Aberdeen Proving Ground, Maryland according to the
schedule below which will be after successful completion of the CDR and written approval to proceed with prototypes from Contracting
Officer:
· one (1) set of the operating door side assembly, including transparent armor, hinges, latching hardware, and support structure
a. Loader MW24G 6 Dec 05
b. Grader 130G 29 Nov 05
c. Scraper 621 B 29 Nov 05
d. Compactor 815 1 Dec 05
e. Vib Roller CS563D 5 Dec 05
· one (1) of each vehicle with the prototype AoA CPK installed
a. Loader MW24G 1 Dec 05
b. Grader 130G 29 Nov 05
c. Scraper 621 B 5 Dec 05
d. Compactor 815 20 Dec 05
e. Vib Roller CS563D 23 Dec 05
b. Delivery Schedule for Production CPKs:
1. For all delivery orders issued prior to completion of prototype testing, the contractor shall not commence production until the
Contracting Officer provides written approval to do so. Production CPKs shall be delivered 30 days after PCO approval.
2. If the contractor has not completed deliveries on all previous delivery orders, delivery shall begin at the end of the last order else start
deliveries 30 days after delivery order date. Continue delivering every thirty days (30), if necessary, until all items are delivered. If the
quantity ordered on a Delivery Order exceeds the monthly maximum delivery order quantity requirement - than the contractor will
produce the maximum number (30) units every 30 days.
(a)
(b)
(c)
Youll deliver a minimum or eight (8) units every 30 days;
Youll deliver a maximum of thirty (30) or the total Order requirement of units every 30 days.
You can deliver more than the maximum number of units every thirty days only when authorized by the Procuring Contracting
Officer.
3.
There are no quantity limitations to the Delivery Orders the government intends to issue over the term of this contract.
c. TRAM CPKs (only) - The remaining kits on the TRAM delivery order will be subject to the results of the automotive and ballistic
test results. Production for the remaining CPK shall not commence until written approval is granted by the Contracting Officer.
*** END OF NARRATIVE F0002 ***
SPECIAL CONTRACT REQUIREMENTS
Regulatory Cite
1
52.232-16
Title
PROGRESS PAYMENTS (ALTERNATE I dated Mar 2000)
Date
APR/2003
1.
Contract Support/Services: The contractor is authorized to obtain test support/services at DoD rates from Major Range and
Test Facility Base (MRTFB) installations as government furnished services.
*** END OF NARRATIVE H0001 ***
2.
Part Support. To support the Global War on Terror and Fielding of the CPKs, the contractor agrees to enter into a seperate
parts support contract with the Defense Supply Center Columbus (DSCC) of the Defense Logistic Agency (DLA) for 3 years from
contract award. The contract will provide a ready means of acquisition of replacement parts and/or components in support of the AoA
kit. the contractor must be able to process both manual and electronic orders for DLA stock purchases and manual order for TACOM.
CONTRACT CLAUSES
Regulatory Cite
1
52.223-3
Title
HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY
DATA
Date
JAN/1997
2
52.228-4
WORKERS COMPENSATION AND WAR-HAZARD INSURANCE
OVERSEAS
APR/1984
3
52.229-4
FEDERAL, STATE, AND LOCAL TAXES (NONCOMPETITIVE CONTRACT)
APR/2003
4
52.233-4
APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM
OCT/2004
5
52.242-10
F.O.B. ORIGINGOVERNMENT BILLS OF LADING OR PREPAID POSTAGE
APR/1984
6
52.245-2
GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (Alternate I dated
April 1984)
MAY/2004
7
52.246-2
INSPECTION OF SUPPLIESFIXED PRICE
AUG/1996
8
52.247-1
COMMERCIAL BILL OF LADING NOTATIONS
FEB/2006
9
52.247-29
F.O.B. ORIGIN
JUN/1988
10
52.247-34
F.O.B. DESTINATION
NOV/1991
11
52.247-54
DIVERSION OF SHIPMENT UNDER F.O.B. DESTINATION CONTRACTS
MAR/1989
12
52.247-58
LOADING, BLOCKING, AND BRACING OF FREIGHT CAR SHIPMENTS
APR/1984
13
52.247-59
F.O.B. ORIGIN - CARLOAD AND TRUCKLOAD SHIPMENTS
APR/1984
14
252.209-7004
SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED
BY THE GOVERNMENT OF A TERRORIST COUNTRY per DoD interim rule,
Federal Register 27 Mar 98
MAR/1998
15
252.211-7005
SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS AND
STANDARDS
NOV/2005
16
252.225-7013
DUTY-FREE ENTRY
JAN/2005
17
252.225-7043
ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE
CONTRACTORS OUTSIDE THE UNITED STATES (See DFARS
225.7401(b) for paragraph C fill-in.)
JUN/2005
18
252.228-7000
REIMBURSEMENT FOR WAR-HAZARD LOSSES
DEC/1991
19
252.228-7003
CAPTURE AND DETENTION
DEC/1991
20
252.242-7003
APPLICATION FOR U.S. GOVERNMENT SHIPPING DOCUMENTATION/
INSTRUCTIONS
DEC/1991
21
252.246-7001
WARRANTY OF DATA
DEC/1991
22
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 day of Basic Contract Award through day
365 of Program Year 5.
(b)
All delivery orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery 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]
23
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
124 each, AoA CPKs, 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 204 each, AoA CPK;
(2) Any order for a combination of items in excess of 204 each AoA CPK; or
(3) A series of orders from the same ordering office within thirty (30) days that together call for quantities exceeding the
limitation in subparagraph (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 10 days after issuance, with written
notice stating the Contractors 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]
24
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 by the Contractor within that period
shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractors and
Governments rights and obligations with respect to that order to the same extent as if the order were completed during the contracts
effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after six and one half (6
1/2) years after contract award.
[End of Clause]
25
252.212-7001
CONTRACT TERMS AND CONDITIONS REQUIRED TO
IMPLEMENT STATUTES OR EXECUTIVE ORDERS
APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL
ITEMS
MAR/2007
(a)
The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked,
is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.
[XX] 52.203-3 Gratuities (APR 1984) (10 U.S.C. 2207)
(a)
The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement
clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to
acquisitions of commercial items or components.
[XX] 252.205-7000 Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).
[ ] 252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DoD
Contracts) (APR 1996) (15 U.S.C. 637).
[ ] 252.219-7004 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan
Program) (JUN 1997) (15 U.S.C. 637 note).
(Test
[XX] 252.225-7001 Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C. 10a-10d, E.O.
10582).
[
] 252.225-7012 Preference for Certain Domestic Commodities (JUN 2004) (10 U.S.C. 2533a).
[XX] 252.225-7014 Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).
[
]
252.225-7015
Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).
[ ] 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (JUN 2005) ([ ] Alternate I) (APR 2003)
(10 U.S.C. 2534 and Section 8099 of Pub L. 104-61 and similar sections in subsequent DoD appropriations acts).
[XX]
252.225-7021 Trade Agreements (JUN 2005) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).
[
] 252.225-7027 Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).
[
] 252.225-7028 Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C.
2755).
[ ] 252.225-7036 Buy American ActFree Trade AgreementsBalance of Payments Program (JUN 2005) ( [ ]
Alternate I) (JAN 2005) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).
[
] 252.225-7038 Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534 (a) (3)).
[XX] 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian
Small Business Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and similar sections in subsequent DoD appropriations acts).
[XX] 252.227-7015 Technical DataCommercial Items (NOV 1995) (10 U.S.C. 2320).
[XX] 252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).
[XX] 252.232-7003 Electronic Submission of Payment Requests (JAN 2004) (10 U.S.C. 2227).
[XX] 252.243-7002 Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).
[ ] 252.247-7023 Transportation of Supplies by Sea (MAY 2002) ( [ ] Alternate I) (MAR 2000) ( [ ] Alternate II)
(MAR 2000) ( [ ] Alternate III) (MAY 2002) (10 U.S.C. 2631).
[
] 252.247-7024 Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).
(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or
Executive OrdersCommercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following
clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:
252.225-7014 Preference for Domestic Specialty Metals, Alternate I (APR 2003) (10 U.S.C. 2533a).
252.247-7023 Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).
252.247-7024 Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).
(End of clause)
26
52.211-4517
PACKAGING REQUIREMENTS (COMMERCIAL)
AUG/2005 (TACOM)
(a)
The preservation, packing, and marking requirements for this contract/order shall be accomplished in
accordance with the performance requirements defined herein. The following Packaging requirements shall apply:
LEVEL OF PRESERVATION: Commercial
LEVEL OF PACKING: Commercial
QUANTITY PER UNIT PACKAGE: KIT QUANTITIES
(1)
Packaging: Preservation, packaging, packing, unitization and marking furnished by the supplier shall
provide protection for a minimum of one year and meet or exceed the following requirements. It also provides for multiple handling,
redistribution and shipment by any mode.
(2)
Cleanliness: Items shall be free of dirt and other contaminants which would contribute to the deterioration of
the item or which would require cleaning by the customer prior to use. Coatings and preservatives applied to the item for protection are
not considered contaminants.
(3)
Preservation: Items susceptible to corrosion or deterioration shall be provided protection by means of
preservative coatings, volatile corrosion inhibitors, desiccants, waterproof and/or watervaporproof barriers.
(4)
Cushioning: Items requiring protection from physical and mechanical damage (e.g. fragile, sensitive,
material critical) or which could cause physical damage to other items, shall be protected by wrapping, cushioning, pack
compartmentalization, or other means to mitigate shock and vibration to prevent damage during handing and shipment.
(b)
Unit Package: A unit package shall be so designed and constructed that it will contain the contents with no damage to
the item(s), and with minimal damage to the unit pack during shipment and storage in the shipping container, and will allow subsequent
handling. The outermost component of a unit package shall be a container such as a sealed bag, carton or box.
(c)
Unit Package Quantity: Unless otherwise specified, the unit package quantity shall be one each part, set, assembly,
(d)
Intermediate Package: Intermediate packaging is required whenever one or more of the following conditions exists:
kit, etc.
(1)
The quantity is over one (1) gross of the same national stock number,
(2)
Use enhances handling and inventorying,
(3)
The exterior surfaces of the unit pack is a bag of any type, regardless of size,
(4)
The unit pack is less than 64 cubic inches,
(5)
The weight of the unit pack is under five (5) pounds and no dimension is over twelve (12) inches.
Intermediate containers shall be limited to a maximum of 100 unit packs, a net load of 40 pounds, or a maximum volume of 1.5 cubic
feet, whichever occurs first.
(e)
Packing:
(1)
Unit packages and intermediate packages not meeting the requirements for a shipping container shall be
packed in shipping containers. All shipping containers shall be the most cost effective and shall be of minimum cube to contain and
protect the items.
(2)
Shipping Containers: The shipping container (including any necessary blocking, bracing, cushioning, or
waterproofing) shall comply with the regulations of the carrier used and shall provide safe delivery to the destination at the lowest tariff
cost. The shipping container shall be capable of multiple handling, stacking at least ten feet high, and storage under favorable conditions
(such as enclosed facilities) for a minimum of one year.
(f)
Unitization: Shipments of identical items going to the same destination shall be palletized if they have a total cubic
displacement of 50 cubic feet or more unless skids or other forklift handling features are included on the containers. Pallet loads must be
stable, and to the greatest extent possible, provide a level top for ease of stacking. A palletized load shall be of a size to allow for
placement of two loads high and wide in a conveyance. The weight capacity of the pallet must be adequate for the load. The preferred
commercial expendable pallet is a 40 x 48 inch, 4-way entry pallet although variations may be permitted as dictated by the
characteristics of the items being unitized. The load shall be contained in a manner that will permit safe handling during shipment and
storage.
(g)
Marking:
(1)
All unit packages, intermediate packs, exterior shipping containers, and, as applicable, unitized loads shall be
marked in accordance with MIL-STD-129P(2), dated 10 Feb 2004, including bar coding. The contractor is responsible for application of
special markings as discussed in the Military Standard regardless of whether specified in the contract/order or not. Special markings
include, but are not limited to, Shelf-life markings, structural markings, and transportation special handling markings. The marking of
pilferable and sensitive materiel will not identify the nature of the materiel.
(2)
Contractors and vendors shall apply identification and address markings with bar codes in accordance with
this standard. For shipments moving to overseas locations and for mobile deployable units, the in-the-clear address must also include the
host country geographic address and the APO/FPO address. A Military Shipment Label (MSL) is required for all shipments except
contractor to contractor. The MSL will include both linear and 2D bar codes per the standard. DVD shipment documentation must also
be marked with additional bar codes. The DD Form 250 or the commercial packing list shall have additional issue/receipt bar coding
applied as per Direct Vendor Delivery Shipments in the standard (except for deliveries to DLA Distribution Depots, e.g. New
Cumberland, San Joaquin, Red River, Anniston). Packing lists are required in accordance with the Standard, see paragraph 5.3.
(3)
Contractor to contractor shipments shall have the address markings applied to the identification marked side
of the exterior shipping container or to the unitized load markings. The following shall be marked FROM: name and address of
consignor and TO: name and address of consignee.
(4)
Commercial software may be used to generate a Military Shipment Label / Issue Receipt Document (MSL/
IRRD) including the required Code 39 and 2D (PDF417) bar codes. However, the commercial software must produce labels/documents
which comply with the requirements of MIL-STD-129P. Contractors shall
insure that the ship to and mark for in-the-clear delivery address is complete including: consignees name, organization, department
name, office, building, room, street address, city, state, country code, and DODAAC. (Army developed software, for creating MSL/
IRRD previously available to those with government contracts is no longer supported.)
(h)
Hazardous Materials (As applicable):
(1)
Hazardous Materials is defined as a substance, or waste which has been determined by the Secretary of
Transportation to be capable of posing an unreasonable risk to health, safety, and property when transported in commerce and which has
been so designated. (This includes all items listed as hazardous in Titles 29, 40 and 49 CFR and other applicable modal regulations
effective at the time of shipment.)
(2)
Packaging and marking for hazardous material shall comply with the requirements herein for the mode of
transport and the applicable performance packaging contained in the following documents:
\ b7 International Air Transport Association (IATA) Dangerous Goods Regulations
\ b7 International Maritime Dangerous Goods Code (IMDG)
\ b7 Code of Federal Regulations (CFR) Title 29, Title 40 and Title 49
\ b7 Joint Service Regulation AFJMAN24-204/TM38-250/NAVSUPPUB 505/MCO P4030.19/DLAM
4145.3 (for military air shipments).
(3)
If the shipment originates from outside the continental United States, the shipment shall be prepared in
accordance with the United Nations Recommendations on the Transport of Dangerous Goods in a manner acceptable to the Competent
Authority of the nation of origin and in accordance with regulations of all applicable carriers.
(4)
A Product Material Safety Data Sheets (MSDS) is required to be included with every unit pack and
intermediate container and shall be included with the packing list inside the sealed pouch attached to the outside of the package.
(i)
Heat Treatment and Marking of Wood Packaging Materials: Boxes/pallets and any wood used as inner packaging
made of non-manufactured wood shall be heat-treated. All non-manufactured wood used in packaging shall be heat treated to a core
temperature of 56 degrees Celsius for a minimum of 30 minutes. The box/pallet manufacturer and the manufacturer of wood used as
inner packaging shall be affiliated with an inspection agency accredited by the board of review of the American Lumber Standard
Committee. The box/pallet manufacturer and the manufacturer of wood used as inner packaging shall ensure traceability to the original
source of heat treatment.
Marking. Each box/pallet shall be marked to show the conformance to the International Plant Protection Convention Standard.
The quality mark shall be placed on both ends of the outer packaging, between the end cleats or end battens; on two sides of the pallet.
Foreign manufacturers shall have the heat treatment of non-manufactured wood products verified in accordance with their National
Plant Protection Organizations compliance program. In addition, wood used as dunnage for blocking and bracing shall be ordered with
ALSC certified marking for dunnage or the markings may be applied locally at two foot intervals.
(j)
Quality Assurance: The contractor is responsible for establishing a quality system. Full consideration to
examinations, inspections, and tests will be given to ensure the acceptability of the commercial package.
(k)
SUPPLEMENTAL INSTRUCTIONS: N/A
[End of Clause]
27
52.204-7 CENTRAL CONTRACTOR REGISTRATION
(a)
Definitions. As used in this clause
JUL/2006
Central Contractor Registration (CCR) database means the primary Government repository for contractor information
required for the conduct of business with the Government.
Commercial and Government Entity (CAGE) code means(1)
Government entity; or
A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or
(2)
A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in
the CAGE master file. This type of code is known as an NCAGE code.
Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc.
(D&B) to identify unique business entities.
Data Universal Numbering System +4 (DUNS+4) number means the DUNS number assigned by D&B plus a
4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character
suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative
Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.
Registered in the CCR database means that(1)
into the CCR database;
The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number,
(2)
The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification
Number (TIN) with the Internal Revenue Service (IRS), and has marked the record Active. The Contractor will be required to provide
consent for TIN validation to the Government as a part of the CCR registration process.
(b)
(1)
By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be
registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic
ordering agreement, or blanket purchasing agreement resulting from this solicitation.
(2)
The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation
DUNS or DUNS+4 followed by the DUNS or DUNS+4 number that identifies the offerors name and address exactly as stated in the
offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.
(c)
If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.
(1)
An offeror may obtain a DUNS number
(i)
If located within the United States, by calling Dun and Bradstreet at 1-866-705-5711 or via the
Internet at http://www.dnb.com/; or
(ii)
If located outside the United States, by contacting the local Dun and Bradstreet office.
(2)
The offeror should be prepared to provide the following information:
(i)
Company legal business name.
(ii)
Tradestyle, doing business, or other name by which your entity is ommonly recognized.
(iii)
Company physical street address, city, state and Zip Code.
(iv)
Company mailing address, city, state and Zip Code (if separate from physical).
(v)
Company telephone number.
(vi)
Date the company was started.
(vii)
Number of employees at your location.
(viii)
Chief executive officer/key manager.
(ix)
Line of business (industry).
(x)
Company Headquarters name and address (reporting relationship within your entity).
(d)
If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the
Contracting Officer will proceed to award to the next otherwise successful registered Offeror.
(e)
Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who
are not registered should consider applying for registration immediately upon receipt of this solicitation.
(f)
The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any
liability resulting from the Governments reliance on inaccurate or incomplete data. To remain registered in the CCR database after the
initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent
updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not
alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.
(1)
(i)
If a Contractor has legally changed its business name, doing business as name, or division name
(whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary
requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible
Contracting Officer a minimum of one business days written notification of its intention to:
(A)
Change the name in the CCR database;
(B)
Comply with the requirements of Subpart 42.12 of the FAR;
(C)
Agree in writing to the timeline and procedures specified by the responsible Contracting
Officer. The Contractor must provide with the notification sufficient documentation to support the
legally changed name.
(ii)
If the Contractor fails to comply with the requirements of paragraph (g) (1) (i) of this clause, or fails
to perform the agreement at paragraph (g) (1) (i) (C) of this clause, and, in the absence of a properly executed novation or change-ofname agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be
considered to be incorrect information within the meaning of the Suspension of Payment paragraph of the electronic funds transfer
(EFT) clause of this contract.
(2)
The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate,
in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims).
Assignees shall be separately registered in the CCR database. Information provided to the Contractors CCR record that indicates
payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect
information within the meaning of the Suspension of payment paragraph of the EFT clause of this contract.
(g)
Offerors and Contractors may obtain information on registration and annual confirmation requirements via the
Internet at http://www.ccr.gov/ or by calling 1-888-227-2423, or 269-961-5757.
[End of Clause]
28
52.211-16
VARIATION IN QUANTITY
& #160;
0;
APR/1984
(a)
A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been
caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any,
specified in paragraph (b) below.
(a)
The permissible variation shall be limited to:
ZERO percent increase; and
ZERO percent decrease.
This increase or decrease shall apply to THE TOTAL CONTRACTUAL QUANTITY.
[End of Clause]
29
52.212-4 CONTRACT TERMS AND CONDITIONSCOMMERCIAL ITEMS SEP/2005
(a)
Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements
of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance.
The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no
increase in contract price. The Government must exercise its post-acceptance rights
(1)
Within a reasonable time after the defect was discovered or should have been discovered; and
(2)
Before any substantial change occurs in the condition of the item, unless the change is due to the defect in
the item.
(b)
Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of
this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the
Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial
purchase card), the Contractor may not assign its rights to receive payment under this contract.
(c)
Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.
(d)
Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of
the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating
to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein
by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising
under the contract.
(e)
Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.
(f)
Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence
beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the
Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe
weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such
occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such
occurrence.
(g)
Invoice.
(1)
The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the
address designated in the contract to receive invoices. An invoice must include
(i)
Name and address of the Contractor;
(ii)
Invoice date and number;
(iii)
Contract number, contract line item number and, if applicable, the order number;
(iv)
Description, quantity, unit of measure, unit price and extended price of the items delivered;
(v)
Shipping number and date of shipment, including the bill of lading number and weight of shipment
if shipped on Government bill of lading;
(vi)
Terms of any discount for prompt payment offered;
(vii)
Name and address of official to whom payment is to be sent;
(viii)
Name, title, and phone number of person to notify in event of defective invoice; and
(ix)
Taxpayer Identification Number (TIN) . The Contractor shall include its TIN on the invoice only if
required elsewhere in this contract.
(x)
Electronic funds transfer (EFT) banking information.
(A)
The Contractor shall include EFT banking information on the invoice only if required
elsewhere in this contract.
(B)
If EFT banking information is not required to be on the invoice, in order for the invoice to
be a proper invoice, the Contractor shall have submitted correct EFT banking information in
accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by
Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic
Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures.
(C) EFT banking information is not required if the Government waived the requirement to pay by
EFT.
(2)
Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of
Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.
(h)
Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against
liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or
foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of
such claims and proceedings.
(i)
Payment. Payment shall be made for items accepted by the Government that have been delivered to the delivery
destinations set forth in this contract. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.
3903) and OMB prompt payment regulations at 5 CFR part 1315. In connection with any discount offered for early payment, time shall
be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been
made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.
(j)
Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under
this contract shall remain with the Contractor until, and shall pass to the Government upon:
(1)
Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or
(2)
Delivery of the supplies to the Government at the destination specified in the contract, if transportation is
f.o.b. destination.
(k)
Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.
(l)
Termination for the Governments convenience. The Government reserves the right to terminate this contract, or any
part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and
shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the
Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of
termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record
keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards
or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractors records.
The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.
(m)
Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any
default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the
Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall
not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government
for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for
default, such termination shall be deemed a termination for convenience.
(n)
Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the
Government upon acceptance, regardless of when or where the Government takes physical possession.
(o)
Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for
the particular purpose described in this contract.
(p)
Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the
Government for consequential damages resulting from any defect or deficiencies in accepted items.
(q)
Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders,
rules and regulations applicable to its performance under this contract.
(r)
Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352
relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to
benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41
U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to
procurement integrity.
(s)
Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the
following order:
(1)
The schedule of supplies/services.
(2)
The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to
Government Contracts paragraphs of this clause.
(t)
(3)
The clause at 52.212-5.
(4)
Addenda to this solicitation or contract, including any license agreements for computer software.
(5)
Solicitation provisions if this is a solicitation.
(6)
Other paragraphs of this clause.
(7)
The Standard Form 1449.
(8)
Other documents, exhibits, and attachments.
(9)
The specification.
Central Contractor Registration (CCR).
(1)
Unless exempted by an addendum to this contract, the Contractor is responsible during performance and
through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability
resulting from the Governments reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial
registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates
its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the
terms and conditions of this contract and is not a substitute for a properly executed contractual document.
(2)
(i) If a Contractor has legally changed its business name, doing business as name, or division name
requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible
Contracting Officer a minimum of one business days written notification of its intention to (A) change the name in the CCR database;
(B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible
Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.
(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to
perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name
agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to
be incorrect information within the meaning of the Suspension of Payment paragraph of the electronic funds transfer (EFT) clause
of this contract.
(3)
The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate,
in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees
shall be separately registered in the CCR database. Information provided to the Contractors CCR record that indicates payments,
including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within
the meaning of the Suspension of payment paragraph of the EFT clause of this contract.
(4)
Offerors and Contractors may obtain information on registration and annual confirmation requirements via
the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.
[End of Clause]
30
(a)
52.222-39
NOTIFICATION OF EMPLOYEE RIGHTS
DEC/2004
CONCERNING PAYMENT OF UNION DUES OR FEES
Definition. As used in this clause
United States means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa,
Guam, the U.S. Virgin Islands, and Wake Island.
(b)
except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice,
in the form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in
conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted. The
notice shall include the following information (except that the information pertaining to National Labor Relations Board shall not be
included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-188)).
Notice to Employees
Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain
their jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring
employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use of
their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract
administration, and grievance adjustment.
If you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining,
contract administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you
have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or
grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.
For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its
Regional offices or at the following address or toll free number:
National Labor Relations Board
Division of Information
1099 14th Street, N.W.
Washington, DC 20570
1-866-667-6572
1-866-316-6572 (TTY)
To locate the nearest NLRB office, see NLRBs website at http://www.nlrb.gov .
(c)
The Contractor shall comply with all provisions of Executive Order 13201 of February 17, 2001, and related
implementing regulations at 29 CFR part 470, and orders of the Secretary of Labor.
(d)
In the event that the Contractor does not comply with any of the requirements set forth in paragraphs (b), (c), or (g),
the Secretary may direct that this contract be cancelled, terminated, or suspended in whole or in part, and declare the Contractor
ineligible for further Government contracts in accordance with procedures at 29 CFR part 470, Subpart BCompliance Evaluations,
Complaint Investigations and Enforcement Procedures. Such other sanctions or remedies may be imposed as are provided by 29 CFR
part 470, which implements Executive Order 13201, or as are otherwise provided by law.
(e)
The requirement to post the employee notice in paragraph (b) does not apply to
(1)
Contractors and subcontractors that employ fewer than 15 persons;
(2)
Contractor establishments or construction work sites where no union has been formally recognized by the
Contractor or certified as the exclusive bargaining representative of the Contractors employees;
(3)
Contractor establishments or construction work sites located in a jurisdiction named in the definition of the
United States in which the law of that jurisdiction forbids enforcement of union-security agreements;
(4)
Contractor facilities where upon the written request of the Contractor, the Department of Labor Deputy
Assistant Secretary for Labor-Management Programs has waived the posting requirements with respect to any of the Contractors
facilities if the Deputy Assistant Secretary finds that the Contractor has demonstrated that
(i)
performance of a contract; and
(ii)
The facility is in all respects separate and distinct from activities of the Contractor related to the
Such a waiver will not interfere with or impede the effectuation of the Executive order; or
(5) Work outside the United States that does not involve the recruitment or employment of workers within
the United States.
(f)
The Department of Labor publishes the official employee notice in two variations; one for contractors covered by the
Railway Labor Act and a second for all other contractors. The Contractor shall
(1)
Obtain the required employee notice poster from the Division of Interpretations and Standards, Office of
Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or
from any field office of the Departments Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;
(2)
Download a copy of the poster from the Office of Labor-Management Standards website at
http://www.olms.dol.gov; or
(3)
Reproduce and use exact duplicate copies of the Department of Labors official poster.
(g)
The Contractor shall include the substance of this clause in every subcontract or purchase order that exceeds the
simplified acquisition threshold, entered into in connection with this contract, unless exempted by the Department of Labor Deputy
Assistant Secretary for Labor-Management Programs on account of special circumstances in the national interest under authority of 29
CFR 470.3(c). For indefinite quantity subcontracts, the Contractor shall include the substance of this clause if the value of orders in any
calendar year of the subcontract is expected to exceed the simplified acquisition threshold. Pursuant to 29 CFR part 470, Subpart
BCompliance Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary of Labor may direct the Contractor to
take such action in the enforcement of these regulations, including the imposition of sanctions for noncompliance with respect to any
such subcontract or purchase order. If the Contractor becomes involved in litigation with a subcontractor or vendor, or is threatened
with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to
enter into such litigation to protect the interests of the United States.
[End of Clause]
31
252.246-7000
MATERIAL INSPECTION AND RECEIVING REPORT
MAR/2003
(a)
At the time of each delivery of supplies or services under this contract, the Contractor shall prepare and furnish to the
Government a material inspection and receiving report in the manner and to the extent required by Appendix F, Material Inspection and
Receiving Report, of the Defense FAR Supplement.
(b)
Contractor submission of the material inspection and receiving information required by Appendix F of the Defense
FAR Supplement by using the Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA) electronic form (see paragraph (b) (1) of the
clause at 252.232-7003) fulfills the requirement for a material inspection and receiving report (DD Form 250).
(End of clause)
32
52.204-4005
(TACOM)
REQUIRED USE OF ELECTRONIC CONTRACTING JUN/2004
(a)
All contract awards, modifications and delivery orders issued by TACOM will be issued electronically. The contractor
has the option to receive these actions either via the Worldwide Web (WWW) or Electronic Data Interchange (EDI) . Many provisions/
clauses that appear by reference, meaning only clause titles and regulation site are listed; their full texts can be found at the website
http://farsite.hill.af.mil/
(b)
In order to be eligible to receive an award under this solicitation, the successful offeror must be registered with the
Department of Defense (DOD) Central Contractor Registration (CCR). The CCR registration process may be done electronically at the
World Wide Web (WWW) site: http://www.ccr.gov/ . (In order to be registered to use EDI, you must use the long form for registration.
Certification information, including information on the EDI 838 TPP, must be furnished to the Contracting Officer within 60 calendar
days after contract award to complete networking requirements within the Government.)
(c)
Worldwide Web Distribution. The contractor will receive an electronic Notice of the Award, Modification, or Delivery
Order via e-mail. If you choose the WWW option, you must download the file from the appropriate TACOM webpage:
Warren: http://contracting.tacom.army.mil/awards_official.htm
Rock Island: http://aais.ria.army.mil/AAIS/AWDINFO/index.htm
Picatinny: http://procnet.pica.army.mil/Contract/Index.htm
Red River Army Depot: http://www.redriver.army.mil/contracting/Awards
Anniston Army Depot: http://www.anadprocnet.army.mil
(d)
Electronic Data Interchange. If you choose to receive contract awards, modifications and delivery orders through EDI,
they will be delivered electronically via the Federal Acquisition Network (FACNET). Federal Standard Version 3050 of Standard X12
from the American National Standards Institute (ANSI) will be used as the format for these electronic transactions.
(1)
You must complete the EDI 838 Trading Partner Profile, and must agree (i) to subcontract with a DoD
certified VAN or Value Added Service (VAS) provider, or (ii) to become DoD certified as a Value Added Network (VAN). The EDI 838
Training Partner Profile is contained in the basic CCR registration form and includes portions of the registration form which are titled
Optional.
(2)
You must select a VAN from the official DoD approved list. DoD Certified VANs are listed at
http://www.acq.osd.mil/ec/ecip/index.htm. If your VAN is later removed from the official list,
or if you voluntarily drop your initially selected VAN, then you must switch to a VAN that remains on the official DoD approved list.
You must maintain an active account on a DoD approved VAN for the entire duration of the contract, beginning no later than the 60th
day after award.
(e) Unless otherwise specified elsewhere in the contract, all data items you are required to provide under this contract must be
submitted electronically. Acceptable formats include:
(1)
Powerpoint, or Access
Microsoft* 2002 Office Products (TACOM can currently read Office 2002* and lower.): Word, Excel,
(2)
100 or 250 MEGABYTE ZIP*-DISK, 3 1/2 INCH DISK, or 650 MEGABYTE CD ROM
(3)
E-MAIL (Maximum size of each e-mail message is be three and one-half (3.5) megabytes).
(4)
Other electronic formats. Before submitting your data in any other electronic format, please e-mail the buyer
identified on the face of the contract, with e-mail copy-furnished to amsta-idq@tacom.army.mil, to obtain a decision as to the formats
acceptability. This e-mail must be received by the buyer not later than ten calendar days before the required data submission date.
NOTE: The above formats may be submitted in compressed form using self-extracting files.
(f) Additional information can be obtained by sending a message to: acqcenweb@tacom.army.mil or by calling (586)
574-7059.
[End of Clause]
33
52.204-4009
;
TO GOVERNMENT ELECTRONIC COMMUNICATION
160;
;
MAR/2005
(TACOM)
(a)
All references in the contract to the submission of written documentation shall mean electronic submission. All
electronic submissions shall be in the formats and media described in the website: http://contracting.tacom.army.mil/ebidnotice.htm
(b)
This shall include all written unclassified communications between the Government and the Contractor except
contract awards and contract modifications which shall be posted on the internet. Return receipt shall be used if a commercial
application is available. Classified information shall be handled in full accordance with the appropriate security requirements.
(c)
In order to be contractually binding, all Government communications requiring a Contracting Officer signature must
be sent from the Contracting Officers e-mail address. The Contractor shall designate the personnel with signature authority who can
contractually bind the contractor. All binding contractor communication shall be sent from this contractor e-mail address(es).
(d)
Upon award, the Contractor shall provide the Contracting Officer with a list of e-mail addresses for all administrative
and technical personnel assigned to this contract.
(e)
Unless exempted by the Procuring Contracting Officer in writing, all unclassified written communication after
contract award shall be transmitted electronically.
[End of Clause]
34
52.211-4016
;
;
CARC PAINT-PRETREATMENT
REQUIREMENTS FOR FERROUS,
GALVANIZED AND ALUMINUM SURFACES
DEC/2004
(a) Ferrous and galvanized surfaces shall be cleaned and pretreated with a Type 1, microcrystalline zinc phosphate system per
TT-C-490E. Alternate pretreatment systems for ferrous substances must meet the performance tests specified in paragraphs 3.5.7, 3.5.8,
4.2.7, and 4.2.8 of TT-C-490E. Corrosion resistance tests on steel substrates will be conducted on a monthly basis (two test coupons)
when solvent-borne primers are used and bi-monthly (two test coupons) when electrocoat primers are used. This test frequency shall
begin once the process has been found to be in statistical control.
Unless otherwise specified, MIL-P-53022 and - -53030 primers on steel substrates shall be salt spray tested for 336 hours
(ASTM B117) . All electrocoat primers on steel substrates shall be tested for 1000 hours. Test coupons shall be scraped at a 30 degree
contact angle (approximate), with a one inch (approximate) metal blade such as a putty knife, between 24 and 168 hours after removal
from the neutral salt spray cabinet for coupon evaluation. All TT-C-490E (Type I) zinc phosphate pretreatment systems must be
documented and approved by the procuring activity prior to use. The procedure containing all the elements specified in paragraph 3.2 of
TT-C-490E shall be available for review at the applicators facility. The prime contractor shall notify the procuring activity no less than
45 days prior to start of pretreatment/painting that the procedure is available for review and approval. Qualification will consist of
verification that the process with its controls can meet the performance requirements in the specification. A list of TACOM approved
facilities is available at HTTP://contracting.tacom.army.mil/engr/eng.htm . These facilities are capable of meeting the performance
requirements.
Requalification of the process shall be required if the process is changed outside the limits defined in the TACOM letter of
system approval provided to the application facility.
Note: Zinc phosphate systems for galvanized surfaces require different controls than those for steel. Hot dipped galvanized
surfaces are highly prone to chlorine/chloride contamination from the galvanizing flux process. This contaminant must be removed prior
to pretreatment for the coating system to pass these performance tests. Test coupons for salt spray/ACT shall have a maximum primer
dry film thickness of 1.5 mils. The test coupons must duplicate the production painting process as closely as possible. If production is
force cured, test coupons shall be cured in an identical manner.
(b)
Qualification and control of pretreatment systems for galvanized substrates shall be performed using Accelerated
Corrosion Test protocol contained in GM 9540P rather than salt spray. Test coupons with pretreatment and primer only shall be cured
for seven days, and then scribed through the primer to the substrate. After 40 cycles of test exposure, the test coupons shall be scraped at
a 30 degree contact angle (approximate), with a one inch (approximate) metal blade such as a putty knife, both parallel and
perpendicular to the scribe after removal from the test chamber for coupon evaluation. There shall be no more than 3 mm of corrosion,
blistering, or loss of paint adhesion from the scribe line and no more than 5 blisters in the field with none greater than 1 mm diameter.
This test shall be performed at three month intervals (two test coupons) to ensure that the process remains in control.
(c)
Aluminum substrates require a chromate conversion coating per MIL-C-5541E (or alternate, see note below). If any
other alternate pretreatment is considered, it must pass 120 cycles of GM9540P with a design of experiments test matrix approved by
the procuring activity. After completion of the cyclic salt environment exposure, the panels shall be scraped as described above, and
shall have no more than 0.5 mm paint loss (creep-back) from the scribe. In addition, there shall be no more than 5 blisters in the field
with none larger than 1mm diameter. After completion of the 120 cycle corrosion resistance test evaluation, each test panel will be
subjected to cross hatch tape test (ASTM D3359, minimum tape adhesion rating of 45 oz. per inch of width). The test pattern shall be 4
lines x 4 lines scribed to the metallic layer at 2mm intervals (approximate) and shall be done no closer than 12 mm from any panel edge
or the scribe. The removal of two or more complete squares of primer shall constitute failure. Any alternate system must demonstrate its
ability to pass both corrosion and adhesion tests on 5 consecutive days of production to be considered acceptable.
Note: The only alternative products which have demonstrated their ability to meet these requirements for 5000 and 6000 series
aluminum alloys are Alodine 5200 and Alodine 5700. Documented process controls shall be established which comply with the
manufacturers technical bulletin. Spray-to-waste systems will require fewer process controls than an immersion process.
(d)
The use of TT-C-490E Type III: Vinyl Wash Primer (DOD-P-15328) is prohibited due to its hexavalent chromium
content and high VOC level. Bonderite 7400 is an approved, environmentally friendly alternative for wash primer. The application and
control process shall be documented. This product is subject to the same salt spray requirements as a zinc phosphated product. The
number of process controls for this product is dependent upon its method of application. The specific controls shall be in agreement
with the product manufacturers technical bulletin to provide the level of performance required for zinc phosphated substrates. Sprayto-waste applications will require fewer process controls than an immersion process.
(e)
Acceptance of production painted parts is contingent upon the painted surface meeting the dry film thickness and
cross hatch adhesion requirements. The use of multiple head cutters for acceptance testing is prohibited. The CARC painted surface
shall be free of any blisters, pores or coverage voids.
[End of Clause]
35
52.211-4030
(TACOM)
;
(a)
Application:
;
;
SPECIAL TESTING REQUIREMENTS FOR MAR/2001
CHEMICAL AGENT RESISTANT COATINGS
(CARC) ON METALLIC SURFACES
MIL-C-46168
MIL-C-53039
MIL-PRF-2 2750
(b)
End Item Paint Inspection: After the complete paint finish has been applied and cured* (See *Note, below), the
Contractor shall test and inspect two units per lot for (i) workmanship, (ii) total paint film thickness, and (iii) paint adhesion. Unless
otherwise agreed to between the Contractor and the cognizant Government quality assurance representative, a lot shall be defined as all
units submitted for final Government acceptance at one time. The use of test panels in lieu of actual production units is
prohibited. At final inspection, the cumulative total paint film thickness of pretreatment, primer, and topcoat shall at a minimum
conform to the sum of the minimum thicknesses for individual elements of the paint finish as specified in the Film Thickness Table
below. Sufficient locations shall be spot-checked to ensure proper workmanship and paint thickness uniformity. The size and
configuration of the unit as well as the number of vendors responsible for the paint finish of component parts shall be taken into
consideration in determining the number of locations to be checked. The specific number of test locations shall be agreed to by the
cognizant Government quality assurance representative in advance. In addition, two locations on each sample unit shall be selected to
conduct the scribe tape test. The test locations shall be routinely varied among the following:
(1)
(2)
(3)
(4)
Directly adjacent to a weld
On or directly adjacent to a machine cut or sheared edge.
On any mechanically formed surface when lubricants/drawing compounds were used.
On paint touch-up areas.
(c)
The precise location for each scribe tape test shall be in an inconspicuous location that has been accepted by the
cognizant Government quality assurance representative before the test is conducted.
(d)
Upon completion of the scribe tape test, the scribe marks shall be feathered into the adjacent area and touched up with
the required top coat so that the tested area again conforms to the applicable minimum specified in the Film Thickness Table below.
*Note: The complete paint finish is defined as the pretreatment, primer, and topcoat applied to the substrate. Curing of the complete
paint finish is dependent upon temperature, humidity, and paint film thickness. The time necessary to achieve sufficient adhesion to pass
the scribe tape test must be determined by each facility. For purposes of this test, curing at ambient temperature will take from 24 days.
(e)
Test Methods:
(1)
Film Thickness. Film thickness shall be verified with a nondestructive film gage. The gage shall be suitable
for measurements over the applicable substrate material and shall have sufficient accuracy to ensure compliance to the thickness
limitations. The gage shall be capable of being calibrated. If no other calibration specification or requirement is identified elsewhere in
this contract, then the gage shall be calibrated in accordance with ISO 10012.
(2)
Scribe Tape Test. The following test procedure shall be followed. The test surface shall be sufficiently warm
and dry to ensure adhesion of the tape. All dimensions cited in this Scribe Tape Test description are approximate:
(i)
thirty-seconds of an inch apart.
Scribe four one-inch lines completely through the paint finish to the substrate, one sixteenth to three
(ii)
Scribe four additional one-inch lines, completely through the paint finish, one sixteenth to three
thirty-seconds of an inch apart, rotated 90 degrees with respect to the first set of lines. The resulting pattern shall contain nine squares.
(iii)
Press a length of A-A-1830, A-A-884, or any commercially available tape with a minimum
adhesion rating of 45 oz. per inch of width firmly over the scribed pattern, rubbing out all air pockets.
(iv)
Wait 10 seconds, minimum. Grasp a free end of the tape and at a rapid speed strip it from the paint
surface by pulling the tape back upon itself at 180 degrees.
(f)
Interpretation of Test Results
NOTE: These two tests are not a substitute for corrosion tests such as neutral salt spray or accelerated corrosion tests which verify
coating durability.
(1)
Film Thickness. All applicable surfaces shall have complete paint coverage. A minimum of 75% of the
applicable surfaces of each test unit shall meet the minimum, cumulative dry film thickness requirements. Failure of either test unit shall
result in rejection of the production lot that it represents.
FILM THICKNESS TABLE
SPECIFICATION
DRY FILM THICKNESS (Mils)
DOD-P-15328*
0.3 - 0.5
MIL-PRF-23377
1.0 - 1.5
MIL-P-53022
1.0 - 1.5
MIL-PRF-22750
1.3 - 1.7
MIL-P-53030
1.0 - 1.5
MIL-C-46168
1.8 - 3.2
MIL-C-53039
1.8 - 3.2
*May not be allowed per contract due to VOC and hexavalent chromium content.
(2)
Scribe Tape Test (Adhesion). The removal of two or more complete squares of top coat, or top coat-primerpretreatment coating, from either test unit constitutes test failure and the production lot from which it comes is rejected. Removal of
overspray does not constitute test failure.
Notice: The scribe tape test is designed to detect any deficiency in the paint application process that would affect the durability of the
CARC finish. Typical causes of failure are:
(i)
Inadequate cleaning of the substrate.
(ii)
Contamination of the surface between coatings.
(iii)
Excessive paint film thickness in a single coating application.
(iv)
Application of a coating over a previous coating which has not been adequately cured.
It is strongly recommended that the Contractor implement rigid in-process controls in conjunction with the best industrial painting
practices to ensure that the performance requirements specified in this clause are met.
[End of Clause]
36
52.246-4005
(TACOM)
INSPECTION AND ACCEPTANCE POINTS:
ORIGIN
FEB/1995
The Governments inspection and acceptance of the supplies offered under this order shall take place at ORIGIN. Offeror must
specify below the exact name and address of his facility, or his subcontractors facility, where supplies to be furnished under this order
will be available for origin inspection.
Contractors Plant:
;
;
230 Duffy Ave. Unit C
Hicksville, NY, NY 11801-3641
DCMA, NEW YORK will be inspecting the glass for the CPKs at the contractors plant (address above).
Contractors Secondary Facility:
;
;
Subcontractor for Steel:
ACTION GROUP
411 N. Reynoldsburg - New Albany Road,
Blacklick, OH 43004-9630
Phone: 614-868-8868
;
;
;
Subcontractor for Airconditioner:
;
;
;
2750 Avenue B North
North Charleston, SC 29405
RED DOT Corporation
495 Andover Park East
Seattle, WA 98188-7657
Phone: 206-575-3850
[End of Clause]
37
52.246-4026
(TACOM)
LOCAL ADDRESS FOR DD FORM 250
MAR/2005
(a)
The contractor must provide a copy of each Material Inspection and Receiving Report (DD 250) pertaining to this
contract, to the addresses given below, using either of the following methods:
(1)
Our first preference is for you to use electronic mail (e-mail), using the following e-mail address:
DD250@tacom.army.mil
If Wide Area Workflow (WAWF) is used, the .pdf format version of the Material Inspection and Receiving Report from WAWF will be
submitted.
(2)
Our second preference is for you to use data facsimile (datafax) transmission, using this fax number: (586)
574-7788 and use DD250 mailbox in the to: block of your fax cover or header sheet.
In either method, do not mix DD250s from more than one contract in a single transmission. That is, you may submit multiple DD250s
in a single transmission, but they must all be against the same contract.
(b)
These copies meet the requirements for the Purchasing Office copy and the Army Inventory Control Manager copy
listed in tables 1 and 2 of DFARS Appendix F.
(c)
The DD250 form may be found, in three different formats, on the World Wide Web at http://www.dtic.mil/whs/
directives/infomgt/forms/forminfo/forminfopage2126.html
[End of Clause]
38
52.2 47-4005
SHIPMENT OF SUPPLIES AND DETENTION OF CARRIERS
EQUIPMENT
AUG/2003
(TACOM)
(a)
(b)
Unless otherwise directed, shipment items under this contract in following order of priority:
(1)
Government/Commercial Bills of Lading or US Postal Services;
(2)
or
Prepaid Commercial Bill(s) of Lading with transportation charges entered as a separate item on the invoice;
(3)
As otherwise instructed when the contract prohibits use of Government funds for transportation costs.
The Contractor will request:
(1)
Government Bills of Lading and
(2)
Routing and other instructions, including Defense Transportation Regulation (DTR), DOD Regulation
4500.9-R-Part 2 Cargo Movement, as to the methods of shipment to be followed by the Contractor, or
(c)
The Contractor and subcontractor(s) must allow prompt and convenient access of carriers equipment to loading
docks or platforms where the contract items supplies will be loaded. Any charges for detention of carriers equipment shall be for the
account of the Contractor, except when the detention is required or caused by the Government.
[End of Clause]
39
52.247-4010
(TACOM)
TRANSPORTATION DATA FOR FOB ORIGIN OFFERS
FEB/1994
(a)
Provide the following information for us to use in selecting the most favorable mode of shipment. Well also use this
information in our evaluation of transportation costs.
Offeror represents that:
(1)
Facilities for shipping by rail
[
[
] are
] are not
available at the F.O.B. point(s) stated in this solicitation.
(2)
If rail facilities are not available at the F.O.B. point(s), the name and location of the nearest team track is:
(NAME)
(3)
(LOCATION)
Facilities for shipping by water
[
[
] are
] are not
(4)
Facilities for shipping by motor
[
[
] are
] are not
(5)
If there is a Contractor Reimbursable Loading Charge and you didnt include it in the offered unit price in
Section B, please indicate it below, per unit:
RAIL:
/Unit
MOTOR:
/Unit
WATER:
/Unit
CAUTION: GIVE THE COST OF REIMBURSABLE LOADING CHARGE (NOT ALREADY IN THE OFFERED UNIT PRICE)
ON A PER UNIT BASIS. THE UNIT OF MEASURE IS AS INDICATED ON THE SCHEDULE PAGE, SECTION B, UNDER THE
UNIT COLUMN.
(b)
We will consider any charge listed above in the overall transportation evaluation of this solicitation. Unless you fill-in
the above information for loading charges, we will consider all costs associated with loading to be included in the item price offered in
Section B. These costs include: (i) loading, (ii) blocking, (iii) bracing, (iv) drayage, (v) switching, or (vi) any other service necessary to
effect delivery F.O.B. carriers equipment youve indicated as available and we specify at time of shipment.
(c)
If rail facilities arent available at the designated F.O.B. point(s), rail wont be used unless directed by the
Administrative Contracting Officer (ACO). If the ACO tells you rail facilities will be used,
well adjust the contract price by adding the loading charge filled in above for transportation to the nearest rail facility.
(d)
IF YOU DO NOT FILL IN AN ADDITIONAL CHARGE FOR RAIL SHIPMENT ABOVE, YOU AGREE THAT
THE CONTRACT PRICE ALREADY INCLUDES ALL CHARGES FOR SUCH SHIPMENTS. THEREFORE, SHIPMENT BY
RAIL WILL NOT COST US ANY MORE.
[End of Provision]
40
52.247-4016
(TACOM)
HEAT TREATMENT AND MARKING OF WOOD
PACKAGING MATERIALS
AUG/2005
Boxes/pallets and any wood used as inner packaging made of non-manufactured wood shall be heat-treated. All nonmanufactured wood used in packaging shall be heat treated to a core temperature of 56 degrees Celsius for a minimum of 30 minutes.
The box/pallet manufacturer and the manufacturer of wood used as inner packaging shall be affiliated with an inspection agency
accredited by the board of review of the American Lumber Standard Committee. The box/pallet manufacturer and the manufacturer of
wood used as inner packaging shall ensure traceability to the original source of heat treatment.
Marking. Each box/pallet shall be marked to show the conformance to the International Plant Protection Convention Standard.
The quality mark shall be placed on both ends of the outer packaging, between the end cleats or end battens; on two sides of the pallet.
Foreign manufacturers shall have the heat treatment of non-manufactured wood products verified in accordance with their National
Plant Protection Organizations compliance program. In addition, wood used as dunnage for blocking and bracing shall be ordered with
ALSC certified marking for dunnage or the markings may be applied locally at two foot intervals.
[End of Clause]
41
52.247-4458
(TACOM)
GUARANTEED SHIPPING CHARACTERISTICS F.O.B.
DESTINATION
SEP/2000
(a)
The offeror is required to complete subparagraph (b) (1), (2), and (3), of this clause, for each part or component,
including all of its packaging. This information will be used by the Government to perform logistics management functions such as
providing item sustainment, planning (e.g. estimating storage costs), and redistribution. You are not liable if you give us wrong
information, however since the DOD uses this data in-house in existing data bases and because this information may be used in
contingency planning it, we request that the information provided be as accurate as possible.
(b)
Definitions of terms commonly used in the packaging and distribution environments are defined in ASTM D996 and
should be consulted if any term used herein is in question.
(1) Unit Package:
(i)
Specify the type of UNIT PACKAGE for each single unit of issue: A container in direct contact
with and enclosing the product along with any required protective materials(s) (e.g. item is wrapped in neutral paper, polyethylene foam
cushion wrapped, sealed in a waterproof bag, and placed in a fiberboard box).
(ii)
Unit Package Exterior Size/Weight of Unit Package with contents:
Length
pounds
x Width
x Depth
(expressed in inches)/Weight expressed in
(2) Shipping Container:
(i)
Exterior Size of SHIPPING CONTAINER AND CONTENTS THEREIN:
Length,
x Width,
x Height,
(expressed in feet and inches)
(ii)
Number of unit packages per shipping container
(iii)
Gross weight of Shipping container and contents
each
Lbs.
(3) Unitized Loads:
(i)
Is the Load palletized, skidded, or some other platform device used as a base for handling and
transporting as a single entity.
Yes [ ]
No [ ]; describe:
.
(ii)
Number of Shipping containers per pallet/skid
each.
(iii)
Weight of empty pallet, skid, platform, dolly, other device used as a base for handling and
transporting materials
Lbs
(iv)
Size of Unit Load (pallet/skid including shipping container(s) assembled for handling and
transportation as a single entity:
Length,
x Width,
x Height,
(expressed in feet and inches)
(v)
Gross Weight of Unit Load
Lbs;
[End of Clause]
LIST OF ATTACHMENTS
List of
Addenda
Exhibit A
Number
Title
CDRLS A001 THRU A015
Date
23-MAY-2007
of Pages
Transmitted
By
EMAIL
Exhibit B
Exhibit C
Exhibit D
Attachment 0001
Attachment 0002
Attachment 0003
Attachment 0004
Attachment 0005
Attachment 0006
Attachment 0007
Attachment 0008
Attachment 0009
Attachment 0010
Attachment 0011
Attachment 0012
Attachment 0013
Attachment 0014
Attachment 0015
Attachment 0016
Attachment 0017
CDRLS B001 THRU B007
DELETED By MOD P00020
DELETED By MOD P00020
DD254
SECURITY MEMORANDUM
MATERIAL LIST
LESSONS LEARNED
MATERIAL LIST
SAMPLE DRAWINGS
PACKING SLIP
CRC OCONUS TRAVEL RELATED
DEFINITIONS
DID - TRADE OFF STUDY
EXHIBIT REPAIR, PARTS AND SPECIAL TOOLS
LIST REQUIREMENTS
EXHIBIT GENERAL PUBLICATION
REQUIREMENTS
TM REQUIREMENTS MATRIX, TABLE A-II AND A
VI
LMI/PMR WORKSHEETS (ATTACHMENT C)
PRSCRIBED LOAD LIST PACKAGE
AUTHORIZED STOCKAGE LIST PACKAGE
SPARE PARTS LIST FOR ARMOR
23-NOV-2005
03-SEP-2005
03-SEP-2005
17-MAR-2005
05-SEP-2005
05-SEP-2005
03-MAR-2005
03-MAY-2005
10-AUG-2005
11-NOV-2005
001
EMAIL
003
005
001
003
002
001
003
002
002
006
EMAIL
EMAIL
EMAIL
EMAIL
EMAIL
EMAIL
EMAIL
EMAIL
EMAIL
EMAIL
017
EMAIL
007
EMAIL
EMAIL
EMAIL
EMAIL
EMAIL
005
PADDS ERRATA SHEET
PIIN/SIIN
W56HZ-050d-0387
PAGE 1
MOD/AMD
SECTION A - - SUPPLEMENTAL INFORMATION
CHANGED
AS6850
52.204-4850
(TACOM)
01-MAR-2006
ACCEPTANCE APPENDIX
(a)
Contract Number W56HZV-05-D-0382 awarded to American Defense Systems, Inc., aka ADSI. The Government
accepts your proposal dated 16 September 2005, as revised through discussions on 3 October 2005 in response to Solicitation Number:
W56HZV-05-R-0951, signed by Anthony J. Piscetelli, Chief Executive Officer of your company.
(b)
REQUIREMENT
52.246-4005, INSPECTION AND ACCEPTANCE POINTS: Origin
Shipping Characteristics: Best Commercial
Others: N/A
(c)
NO TECHNICAL DATA PACKAGES ARE FORTHCOMING; ALL DATA EITHER PROVIDED WITH THIS CONTRACT
OR VIA EMAIL ATTACHMENT TO IT.
(d)
The following Amendment(s) to the solicitation are incorporated into this contract: 0001, 0002, 0003, 0004
[End of Clause]
DELETED
AS7311
52.204-4016
01-SEP-2006
TACOM-WARREN ELECTRONIC
CONTRACTING
01-NOV-2001
01-SEP-2006
DELIVERY SCHEDULE FOR DELIVERY
ORDERS
01-APR-2003
PROGRESS PAYMENTS
(ALTERNATE I dated Mar 2000)
(TACOM)
ADDED
AS7911
52.217-4911
(TACOM)
SECTION F - DELIVERIES OR PERFORMANCE
DELETED
FS6457
52.242-4457
(TACOM)
SECTION H - SPECIAL CONTRACT REQUIREMENTS
ADDED
HF0021
52.232-16
SECTION I - CONTRACT CLAUSES
ADDED
IF0094
52.223-3
01-JAN-1997
HAZARDOUS MATERIAL
IDENTIFICATION AND MATERIAL
SAFETY DATA
ADDED
IF0547
52.228-4
01-APR-1984
WORKERS COMPENSATION AND WARHAZARD INSURANCE OVERSEAS
ADDED
IF0110
52.229-4
01-APR-2003
FEDERAL, STATE, AND LOCAL TAXES
(NONCOMPETITIVE CONTRACT)
ADDED
IF0300
52.233-4
01-OCT-2004
APPLICABLE LAW FOR BREACH OF
CONTRACT CLAIM
ADDED
IF0144
52.242-10
01-APR-1984
F.O.B. ORIGINGOVERNMENT BILLS OF
LADING OR PREPAID POSTAGE
DELETED
IF0170
52.245-2
01-MAY-2004
GOVERNMENT PROPERTY (FIXED-PRICE
CONTRACTS)
ADDED
IF0171
52.245-2
01-MAY-2004
GOVERNMENT PROPERTY (FIXED-PRICE
CONTRACTS) (Alternate I dated April 1984)
ADDED
IF0913
52.246-2
01-AUG-1996
ADDED
IF0229
52.247-1
01-FEB-2006
COMMERCIAL BILL OF LADING
NOTATIONS
ADDED
IF0904
52.247-29
01-JUN-1988
F.O.B. ORIGIN
ADDED
IF0910
52.247-34
01-NOV-1991
F.O.B. DESTINATION
ADDED
IF0930
52.247-54
01-MAR-1989
DIVERSION OF SHIPMENT UNDER F.O.B.
DESTINATION CONTRACTS
ADDED
IF0234
52.247-58
01-APR-1984
LOADING, BLOCKING, AND BRACING OF
FREIGHT CAR SHIPMENTS
ADDED
IF0935
52.247-59
01-APR-1984
F.O.B. ORIGIN - CARLOAD AND
TRUCKLOAD SHIPMENTS
ADDED
IA0222
252.209-7004
01-MAR-1998
SUBCONTRACTING WITH FIRMS THAT
ARE OWNED OR CONTROLLED BY THE
GOVERNMENT OF A TERRORIST
COUNTRY per DoD interim rule, Federal
Register 27 Mar 98
ADDED
IA0015
252.211-7005
01-NOV-2005
SUBSTITUTIONS FOR MILITARY OR
FEDERAL SPECIFICATIONS AND
STANDARDS
ADDED
IA0309
252.225-7013
01-JAN-2005
DUTY-FREE ENTRY
ADDED
IA0462
252.225-7043
01-JUN-2005
ANTITERRORISM/FORCE PROTECTION
POLICY FOR DEFENSE CONTRACTORS
OUTSIDE THE UNITED STATES (See
DFARS 225.7401(b) for paragraph C fill-in.)
ADDED
IA0223
252.228-7000
01-DEC-1991
REIMBURSEMENT FOR WAR-HAZARD
LOSSES
ADDED
IA0188
252. 228-7003
01-DEC-1991
ADDED
IA0890
252.242-7003
01-DEC-1991
APPLICATION FOR U.S. GOVERNMENT
SHIPPING DOCUMENTATION/
INSTRUCTIONS
ADDED
IA0305
252.246-7001
01-DEC-1991
WARRANTY OF DATA
CHANGED
IF6050
52.216-18
01-OCT-1995
ORDERING
(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 day of Basic Contract Award through
day 365 of Program Year 5.
(b)
All delivery orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery
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]
CHANGED
IF6051
52.216-19
01-OCT-1995
ORDER LIMITATIONS
(a)
Minimum order. When the Government requires supplies or services covered by this contract in an amount of less
than 124 each, AoA CPKs, 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 204 each, AoA CPK;
(2)
Any order for a combination of items in excess of 204 each AoA CPK; or
(3)
A series of orders from the same ordering office within thirty (30) days that together call for quantities
exceeding the limitation in subparagraph (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 10 days after issuance, with
written notice stating the Contractors 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]
CHANGED
IF6500
52.216-22
01-OCT-1995
INDEFINITE QUANTITY
(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 by the Contractor within that period
shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractors and
Governments rights and obligations with respect to that order to the same extent as if the order were completed during the contracts
effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after six and one half (6-1/
2) years after contract award.
[End of Clause]
CHANGED
IA6602
252.212-7001
01-MAR-2007
CONTRACT TERMS AND CONDITIONS
REQUIRED TO IMPLEMENT STATUTES
OR EXECUTIVE ORDERS APPLICABLE
TO DEFENSE ACQUISITIONS OF
COMMERCIAL ITEMS
(a)
[XX]
52.203-3 Gratuities (APR 1984) (10 U.S.C. 2207)
(b)
[XX]
252.205-7000 Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).
[
]
252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DoD
Contracts) (APR 1996) (15 U.S.C. 637).
[
]
252.219-7004 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (Test
Program) (JUN 1997) (15 U.S.C. 637 note).
[XX]
252.225-7001 Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C. 10a-10d, E.O.
[
252.225-7012 Preference for Certain Domestic Commodities (JUN 2004) (10 U.S.C. 2533a).
10582).
]
[XX]
252.225-7014 Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).
[
252.225-7015 Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).
]
[
]
252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (JUN 2005) ( [ ] Alternate I) (APR
2003) (10 U.S.C. 2534 and Section 8099 of Pub. L. 104-61 and similar sections in subsequent DoD appropriations acts).
[XX]
252.225-7021 Trade Agreements (JUN 2005) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).
[
]
252.225-7027 Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).
[
]
252.225-7028 Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).
[
]
252.225-7036 Buy American ActFree Trade AgreementsBalance of Payments Program (JUN 2005) ( [ ]
Alternate I) (JAN 2005) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).
[
]
252.225-7038 Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534 (a) (3)).
[XX]
252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native
Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and similar sections in subsequent DoD
appropriations acts).
[XX]
252.227-7015 Technical DataCommercial Items (NOV 1995) (10 U.S.C. 2320).
[XX]
252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).
[XX]
252.232-7003 Electronic Submission of Payment Requests (JAN 2004) (10 U.S.C. 2227).
[XX]
252.243-7002 Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).
[
II) (MAR 2000) ([
[
]
252.247-7023 Transportation of Supplies by Sea (MAY 2002) ( [ ] Alternate I) (MAR 2000) ( [
] Alternate III) (MAY 2002) (10 U.S.C. 2631).
]
] Alternate
(c)
In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes
or Executive OrdersCommercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following
(End of clause)
CHANGED
IS6517
(TACOM)
52.211-4517
01-AUG-2005
PACKAGING REQUIREMENTS
(COMMERCIAL)
(a)
The preservation, packing, and marking requirements for this contract/order shall be accomplished in accordance with
the performance requirements defined herein. The following Packaging requirements shall apply:
QUANTITY PER UNIT PACKAGE: KIT QUANTITIES
(1)
Packaging: Preservation, packaging, packing, unitization and marking furnished by the supplier shall provide
protection for a minimum of one year and meet or exceed the following requirements. It also provides for multiple handling,
(2)
Cleanliness: Items shall be free of dirt and other contaminants which would contribute to the deterioration of the item
or which would require cleaning by the customer prior to use. Coatings and
preservatives applied to the item for protection are not considered contaminants.
(3)
Preservation: Items susceptible to corrosion or deterioration shall be provided protection by means of preservative
coatings, volatile corrosion inhibitors, desiccants, waterproof and/or watervaporproof barriers.
(4)
Cushioning: Items requiring protection from physical and mechanical damage (e.g. fragile, sensitive, material
critical) or which could cause physical damage to other items, shall be protected by wrapping, cushioning, pack compartmentalization,
or other means to mitigate shock and vibration to prevent damage during handing and shipment.
(b)
Unit Package: A unit package shall be so designed and constructed that it will contain the contents with no
damage to the item(s), and with minimal damage to the unit pack during shipment and storage in the shipping container, and will allow
subsequent handling. The outermost component of a unit package shall be a container such as a sealed bag, carton or box.
(c)
Unit Package Quantity: Unless otherwise specified, the unit package quantity shall be one each part, set,
(d)
Intermediate Package: Intermediate packaging is required whenever one or more of the following conditions
assembly, kit, etc.
exists:
(1)
(2)
(3)
(4)
(5)
(e)
Packing:
(1)
Unit packages and intermediate packages not meeting the requirements for a shipping container
shall be packed in shipping containers. All shipping containers shall be the most cost effective and shall be of minimum cube to contain
and protect the items.
(2)
Shipping Containers: The shipping container (including any necessary blocking, bracing,
cushioning, or waterproofing) shall comply with the regulations of the carrier used and shall provide safe delivery to the destination at
the lowest tariff cost. The shipping container shall be capable of multiple handling, stacking at least ten feet high, and storage under
favorable conditions (such as enclosed facilities) for a minimum of one year.
(f)
Unitization: Shipments of identical items going to the same destination shall be palletized if they have a
total cubic displacement of 50 cubic feet or more unless skids or other forklift
handling features are included on the containers. Pallet loads must be stable, and to the greatest extent possible, provide a level top for
ease of stacking. A palletized load shall be of a size to allow for placement of two loads high and wide in a conveyance. The weight
capacity of the pallet must be adequate for the load. The preferred commercial expendable pallet is a 40 x 48 inch, 4-way entry pallet
although variations may be permitted as dictated by the characteristics of the items being unitized. The load shall be contained in a
manner that will permit safe handling during shipment and storage.
(g)
Marking:
(1)
All unit packages, intermediate packs, exterior shipping containers, and, as applicable, unitized
loads shall be marked in accordance with MIL-STD-129P(2), dated 10 Feb 2004, including bar coding. The contractor is responsible for
application of special markings as discussed in the Military Standard regardless of whether specified in the contract/order or not. Special
markings include, but are not limited to, Shelf-life markings, structural markings, and transportation special handling markings. The
marking of pilferable and sensitive materiel will not identify the nature of the materiel.
(2)
Contractors and vendors shall apply identification and address markings with bar codes in
accordance with this standard. For shipments moving to overseas locations and for mobile deployable units, the in-the-clear address
must also include the host country geographic address and the APO/FPO address. A Military Shipment Label (MSL) is required for all
shipments except contractor to contractor. The MSL will include both linear and 2D bar codes per the standard. DVD shipment
documentation must also be marked with additional bar codes. The DD Form 250 or the commercial packing list shall have additional
issue/receipt bar coding applied as per Direct Vendor Delivery Shipments in the standard (except for deliveries to DLA Distribution
Depots, e.g. New Cumberland, San Joaquin, Red River, Anniston). Packing lists are required in accordance with the Standard, see
paragraph 5.3.
(3)
Contractor to contractor shipments shall have the address markings applied to the identification
marked side of the exterior shipping container or to the unitized load markings. The following shall be marked FROM: name and
address of consignor and TO: name and address of consignee.
(4)
Commercial software may be used to generate a Military Shipment Label / Issue Receipt Document
(MSL/IRRD) including the required Code 39 and 2D (PDF417) bar codes. However, the commercial software must produce labels/
documents which comply with the requirements of MIL-STD-129P. Contractors shall insure that the ship to and mark for in-the-clear
delivery address is complete including: consignees name, organization, department name, office, building, room, street address, city,
state, country code, and DODAAC. (Army developed software, for creating MSL/IRRD previously available to those with government
contracts is no longer supported.)
(h)
Hazardous Materials (As applicable):
(1)
Hazardous Materials is defined as a substance, or waste which has been determined by the Secretary
of Transportation to be capable of posing an unreasonable risk to health, safety, and property when transported in commerce and which
has been so designated. (This includes all items listed as hazardous in Titles 29, 40 and 49 CFR and other applicable modal regulations
(2)
Packaging and marking for hazardous material shall comply with the
requirements herein for the mode of transport and the applicable performance packaging contained in the following documents:
\ b7 International Air Transport Association (IATA) Dangerous Goods Regulations \
\ b7 Joint Service Regulation AFJMAN24-204/TM38-250/NAVSUPPUB 505/MCO P4030.19/DLAM
4145.3 (for military air shipments).
(3)
If the shipment originates from outside the continental United States, the shipment shall be prepared
in accordance with the United Nations Recommendations on the Transport of Dangerous Goods in a manner acceptable to the
Competent Authority of the nation of origin and in accordance with regulations of all applicable carriers.
(4)
A Product Material Safety Data Sheets (MSDS) is required to be included with every unit pack and
intermediate container and shall be included with the packing list inside the sealed pouch attached to the outside of the package.
(i)
Heat Treatment and Marking of Wood Packaging Materials: Boxes/pallets and any wood used as inner
packaging made of non-manufactured wood shall be heat-treated. All non-manufactured wood used in packaging shall be heat treated to
a core temperature of 56 degrees Celsius for a minimum of 30 minutes. The box/pallet manufacturer and the manufacturer of wood used
as inner packaging shall be affiliated with an inspection agency accredited by the board of review of the American Lumber Standard
Committee. The box/pallet manufacturer and the manufacturer of wood used as inner packaging shall ensure traceability to the original
source of heat treatment. Marking. Each box/pallet shall be marked to show the conformance to the International Plant Protection
Convention Standard. The quality mark shall be placed on both ends of the outer packaging, between the end cleats or end battens; on
two sides of the pallet. Foreign manufacturers shall have the heat treatment of non-manufactured wood products verified in accordance
with their National Plant Protection Organizations compliance program. In addition, wood used as dunnage for blocking and bracing
shall be ordered with ALSC certified marking for dunnage or the markings may be applied locally at two foot intervals.
(j)
Quality Assurance: The contractor is responsible for establishing a quality system. Full consideration to
examinations, inspections, and tests will be given to ensure the acceptability of the commercial package.
(k)
SUPPLEMENTAL INSTRUCTIONS: N/A
[End of Clause]
ADDED
IF7622
52.204-7
01-JUL-2006
CENTRAL CONTRACTOR REGISTRATION
ADDED
IF7730
52.211-16
01-APR-1984
ADDED
IF7686
52.212-4
01-SEP-2005
CONTRACT TERMS AND
CONDITIONSCOMMERCIAL ITEMS
ADDED
IF7239
52.222-39
01-DEC-2004
NOTIFICATION OF EMPLOYEE RIGHTS
CONCERNING PAYMENT OF UNION DUES
OR FEES
DELETED
IA7105
252.211-7003
01-JUN-2005
ITEM IDENTIFICATION AND VALUATION
(Alternate I dated April 2005)
ADDED
IA7443
252.246-7000
01-MAR-2003
MATERIAL INSPECTION AND RECEIVING
REPORT
ADDED
IS7004
(TACOM)
52.204-4005
01-JUN-2004
REQUIRED USE OF ELECTRONIC
CONTRACTING
ADDED
IS7002
52.204-4009
01-MAR-2005
MANDATORY USE OF CONTRACTOR TO
GOVERNMENT ELECTRONIC
COMMUNICATION
ADDED
IS7447
52.211-4016
01-DEC-2004
CARC PAINT-PRETREATMENT
REQUIREMENTS FOR FERROUS,
GALVANIZED AND ALUMINUM
SURFACES
ADDED
IS7161
(TACOM)
52.211-4030
01-MAR-2001
SPECIAL TESTING REQUIREMENTS FOR
CHEMICAL AGENT RESISTANT
COATINGS (CARC) ON METALLIC
SURFACES
DELETED
IS7022
(TACOM)
52.217-4004
01-FEB-1994
DESTINATION FOR OPTION QUANTITIES
CHANGED
IS7792
(TACOM)
52.246-4005
01-FEB-1995
INSPECTION AND ACCEPTANCE POINTS:
ORIGIN
The Governments inspection and acceptance of the supplies offered under this order shall take place at ORIGIN. Offeror must
specify below the exact name and address of his facility, or his subcontractors facility, where supplies to be furnished under this order
will be available for origin inspection
Contractors Plant:
230 Duffy Ave. Unit C
Hicksville, NY, NY 11801-3641
DCMA, NEW YORK will be inspecting the glass for the CPKs at the contractors plant (address above).
Contractors Secondary Facility:
Subcontractor for Steel:
2750 Avenue B North
North North CHarleston, SC 29405
ACTION GROUP
411 N. Reynoldsburg - New Albany Road,
Blacklick, OH 43004-9630
Phone: 614-868-8868
Subcontractor for Airconditioner:
RED DOT Corporation
495 Andover Park East
Seattle, WA 98188-7657
Phone: 206-575-3850
[End of Clause]
ADDED
IS7301
52.246-4026
(TACOM)
01-MAR-2005
LOCAL ADDRESS FOR DD FORM 250
ADDED
IS7446
(TACOM)
52.247-4005
01-AUG-2003
SHIPMENT OF SUPPLIES AND
DETENTION OF CARRIERS EQUIPMENT
ADDED
IS7202
(TACOM)
52.247-4010
01-FEB-1994
TRANSPORTATION DATA FOR FOB
ORIGIN OFFERS
ADDED
IS7111
(TACOM)
52.247-4016
01-AUG-2005
HEAT TREATMENT AND MARKING OF
WOOD PACKAGING MATERIALS
ADDED
IS7887
(TACOM)
52.247-4458
01-SEP-2000
GUARANTEED SHIPPING
CHARACTERISTICSF.O.B. DESTINATION
Exhibit 10.6
Offeror to Complete Block 12, 17, 23, 24, & 30
1. Requisition Number SEE SCHEDULE
2. Contract No. W56HZV-06-C-0038
3. Award/Effective Date 2005OCT21
4. Order Number
5. Solicitation Number
6. Solicitation Issue Date
7. For Solicitation Information Call: A. Name MATTHEW R. JEWELL
B. Telephone Number (No Collect Calls)
(586)573-2737
8. Offer Due Date/Local Time
9. Issued By
U.S. ARMY TACOM LCMC
AMSTA-AQ-ASRC
WARREN, MICHIGAN 48397-5000
HTTP: //CONTRACTING.TACOM.ARMY.MIL
e-mail: WEAPON SYSTEM: WPN SYS: 00
MATTHEW.R.JEWELL@US.ARMY.MIL
Code W56HZV
10. This Acquisition Is o Unrestricted OR o Set Aside: % For
o Small Business o Emerging Small Business o 8(A) o Hubzone Small Business
o Service-Disabled Veteran-Owned Small Business
NAICS: 336992
Size Standard:
11. Delivery For FOB Destination Unless Block Is Marked
x See Schedule
12. Discount Terms
x 13a. This Contract Is Rated Order Under DPAS (15 CFR 700)
13b. Rating DOA4
14. Method Of Solicitation o RFQ o IFB o RFP
15. Deliver To SEE SCHEDULE
Telephone No.
Code
16. Administered By
DCMA LONG ISLAND
605 STEWART AVENUE
GARDEN CITY, NY
11530-4761
Code S3309A
SCD: A
PAS: NONE
17. Contractor/Offeror
230 DUFFY AVE. UNIT C
Telephone No. (516)390-5301
Code 31UG4
Facility
o 17b. Check If Remittance Is Different And Put Such Address In Offer
18a. Payment Will be Made By
DFAS - - COLUMBUS CENTER
DFAS-CO/NORTH ENTITLEMENT OPERATION
P.O. BOX 182266
Code HQ0337
18b. Submit Invoices To Address Shown In Block 18a Unless Block Below Is Checked
o See Addendum
19. Item No.
20. Schedule Of Supplies/Services SEE SCHEDULE Contract Expiration Date: 2007NOV22 (Use Reverse and/or Attach Additional
Sheets As Necessary)
21. Quantity
22. Unit
23. Unit Price
24. Amount
25. Accounting And Appropriation Data SEE ADDENDUM
26. Total Award Amount (For Govt. Use Only) $17,852,305.62
o 27a. Solicitation Incorporates By Reference FAR 52.212-1,52.212-4. FAR 52,212-3 And 52.212-5 Are Attached. Addenda o Are o
Are Not Attached.
x 27b. Contract/Purchase Order Incorporates By Reference FAR 52.212-4. FAR 52.212-5 Is Attached. Addenda x Are o Are Not
Attached.
o 28. Contractor Is Required To Sign This Document And Return
Copies to Issuing Office. Contractor Agrees To Furnish
And Deliver All Items Set Forth Or Otherwise Identified Above And On Any Additional Sheets Subject To The Terms And Conditions
Specified.
x 29. Award Of Contract: Ref. W56HZV05R1144 Offer Dated
. Your Offer On Solicitation (Block 5), Including Any
Additions Or Changes Which Are Set Forth Herein, Is Accepted As To Items: SEE SCHEDULE
30a. Signature Of Offeror/Contractor
30b. Name And Title Of Signer (Type Or Print)
30c. Date Signed
31a. United States Of America (Signature Of Contracting Officer) /SIGNED REPRINT/
31b. Name Of Contracting Officer (Type Or Print)
TOD V. MILLER
TOD.V.MILLER@US.ARMY.MIL (586)574-6802
31c. Date Signed 2005OCT21
Authorized For Local Reproduction
Previous Edition Is Not Usable
REPRINT
Standard Form 1449 (Rev. 3/2005)
Prescribed By GSA-FAR (48 CFR) 53.212
19. Item No.
20. Schedule Of Supplies/Services
21. Quantity
22. Unit
23. Unit Price
24. Amount
32a. Quantity In Column 21 Has Been
o Received o Inspected o Accepted, And Conforms To The Contract, Except As Noted:
32b. Signature Of Authorized Government Representative
32c. Date
32d. Printed Name and Tide of Authorized Government Representative
32e. Mailing Address of Authorized Government Representative
32f. Telephone Number of Authorized Government Representative
32g. E-Mail of Authorized Government Representative
33. Ship Number
o Partial
o Final
34. Voucher Number
35. Amount Verified Correct For
36. Payment
o Complete o Partial o Final
37. Check Number
38. S/R Account No.
39. S/R Voucher Number
40. Paid By
41a. I Certify This Account Is Correct And Proper For Payment
41b. Signature And Tide Of Certifying Officer
41c. Date
42a. Received By (Print)
42b. Received At (Location)
42c. Date Recd (YY/MM/DD)
42d. Total Containers
Standard Form 1449 (Rev. 3/2005) Back
Continuation Sheet
Reference No. of Document Being Continued
PIIN/SIIN W56HZ-06-C-0038
MOD/AMD
Name of Offeror or Contractor: AMERICAN DEFENSE SYSTEMS, INC.
THE FOLLOWING MODIFICATIONS HAVE BEEN INCORPORATED
P00001
P00002
P00003
P00004
P00005
P00006
P00007
P00008
P00009
P00010
P00011
P00012
P00013
P00014
P00015
P00016
P00017
P00018
P00019
P00020
P00021
P00022
P00023
P00024
P00025
P00026
P00027
P00029
P00030
P00031
P00032
P00033
P00034
P00035
P00036
P00037
P00038
P00039
P00040
P00041
P00042
PT0028
Reference No. of Document Being Continued
CONTINUATION SHEET
PHN/SHN W56HZV-06-C-0338
MOD/AMD
Name of Offeror or Contractor: AMERICAN DEFENSE SYSTEMS, INC.
MODIFICATION P00002 to CONTRACT W56HZV-05-C0038 is issued to make the following changes:
1.
Change inspection to Origin in clause 52.204-4850 ACCEPTANCE APPENDIX - paragraph 1(b) and fill in corresponding
clause 52.217-4005 Inspection and Acceptance Points: Origin. See clause below.
2.
Change the Inspection, Acceptance, and FOB Point to ORIGIN for CLINS 0010AC and 0010HA.
3.
Delete the last sentence from Section C, paragraph C.2.4.3, -Supplemental air conditioning. If supplemental air conditioning
is proposed, the air conditioner currently used by the MCAP (NSN 4130-01-521-1783) is preferred. due to MCAP reference.
4.
Update CDRLs A001 to A010 and pages under Exhibit A, B and C are replaced.
5.
Add Trade-Off Study DID as Attachment 10. Based on this addition Section J is hereby changed.
6.
Delete 52.211-4072 Technical Data Package Information, no longer applicable.
7.
Delete 52.217-4004 Destination for Option Quantities, no longer applicable.
8.
Change paragraph b, in the Required Delivery Schedule (narrative F001).
9.
Based on the above, there is no change to the contract amount.
10.
Regulatory Cite
1
52.204-4850
Title
& #160;
ACCEPTANCE APPENDIX
Date
60;
MAR/2006
(TACOM)
a)
Contract Number W56HZV-06-D-0038 is awarded to American Defense Systems, Inc. (ADSI). The Government
accepts your proposal dated 11 October 2005 in response to Solicitation Number: W56HZV-05-R-1144, signed by A.J. Piscetelli,
President and CEO of your company.
(b)
REQUIREMENT: N/A
52.246-4005, Inspection and Acceptance Points: Origin
(c)
(d)
The following Amendment(s) to the solicitation are incorporated into this contract: 0001-0004
2
52.204-4016
(TACOM)
& #160;
TACOM-WARREN ELECTRONIC CONTRACTING
SEP/2006
(a)
All TACOM solicitations and awards are distributed on the TACOM Warren Business Opportunities web
page (http://contracting.tacom.army.mil/opportunity.htm) and are no longer available in hard copy. The TDPs and other documents,
when available electronically, will be an attachment or linked to the solicitation package on the web.
(b)
You may need to use special software to view documents that we post on the home page. This viewing software is
freeware, available for download at no cost from commercial web sites like Microsoft and Adobe. In cases where such software is
required, we provide a link from our page to the commercial site where the software is available. Once you arrive at the software
developers site, follow their instructions to download the free viewer. You then can return to the TACOM home page.
(c)
Unless otherwise authorized in this solicitation, you are required to submit your offer, bid, or quote electronically.
Please go to the following webpage for detailed information about submitting your offer electronically:
http://contracting.tacom.army.mil/ebidnotice.htm
3
Note Regarding Datafax:
(1)
When using a datafax to transmit an offer, the datafax file cannot exceed 3.5 megabytes. Clearly state Quote,
Offer, or Bid on your fax cover page or on the subject line of the e-mail. Use only one of the terms Quotation, Offer, or Bid depending
on the solicitation type. Include your company name and annotate the proper internal TACOM address for proper internal routing. The
Internal TACOM addresses are:
(i)
RFQ: The contract specialist e-mail address. This information can be found on the front of the
cover sheet or the DD Form 1155.
(ii)
(2)
RFP and Sealed Bidding: The Internal TACOM Address is offers@tacom.army.mil
Authentication for datafax submission is verified by the offeror returned address.
(3)
Send datafax to the e-mail address mentioned above, based on the type of solicitation. For RFQs, fax to the
buyers fax number as listed in the solicitation. For RFPs and Sealed Biddings, fax to the TACOM Network Fax Server at fax number
1-586-574-5527.
(4)
Additional information for Datafax Offers: Submission of Quote, Bid, or Offer may be sent via fax using a
personal computer or a standalone fax machine. If either of these two methods of transmission is used, it must be sent to the TACOM
Network Fax Server at fax number 1-586-574-5527. If a standalone fax machine is used, the possibility exists that a confirmation of
receipt will not be received.
(d)
Any award issued as a result of this solicitation will be distributed electronically. Awards posted on the TACOM
Warren Business Opportunities web page represent complete OFFICIAL copies of contract awards and will include the awarded unit
price. This is the notice required by Executive Order 12600 (June 23, 1987) of our intention to release unit prices in response to any
request under the Freedom of Information Act (FOIA), 5 USC 552. Unit price is defined as the contract price per unit or item purchased
as it appears in Section B of the contract and is NOT referring to nor does it include Cost or Pricing data/information. If you object to
such release, and you intend on submitting an offer, notify the PCO in writing prior to the closing date identified in this solicitation and
include the rationale for your objection consistent with the provisions of FOIA. A release determination will be made based on
rationale given.
(e)
If you have questions or need help in using the Acquisition Center Home Page, call our Electronic Contracting Help
Desk at (586) 574-7059, or send an email message to: acqcenweb@tacom.army.mil . If you have questions about the content of any
specific item posted on our home page, please call the buyer or point of contact listed for the item. For technical assistance in doing
business with the Government, and doing business electronically, please visit the Procurement Technical Assistance Center Website at
http://www.sellingtothegovernment.net/index.asp to find a location near you.
[End of Provision]
3
52.217-4911
(TACOM)
& #160;
NOV/2001
TACOM considers this requirement to be urgent. Timely performance and delivery are essential. Deliveries ahead of schedule
are encouraged whenever they can be offered without additional cost to the Government. The Contractor is requested to immediately
contact the buyer or contracting officer identified on the cover page of this document to notify them of any pending or potential
problems and/or suggestions for contract streamlining that would enable faster deliveries.
[End of Provision]
MODIFICATION P00001 to CONTRACT W56HZV-06-C-0038 is issued to:
1.
Changed paragraph C.1.1 reference from Request for Proposal (RFP) to contract.
2.
Within the Scope of Work paragraph C.2.3 remove sentence - The trade-off analysis shall identify the compatibility, and
commonality between the proposed CPK and the current Mine Clearing Armor Protection (MCAP) kit.
3.
Remove sentence The final SAR for each system is due 10 days after successful completion of prototype testing. And
change paragraph C.11.1 within the Statement of Work to include this sentence Thirty days after contract award, the Government
reviews and provides comments 15 days after receiving draft report. The final draft is due back to Government 15 days after
Government review.
4.
Added clause 52.245-2 Government Property (GFP) clauses have been added in Section I. The list of GFP is identified below:
Description
D7G (Winch)
D7G (Ripper)
5.
Serial number
3ZD01121
3ZD00843
4
6.
This Modification ****** is issued to delete CLIN 0010TB in order to rebuild as an option CLIN.
Contract:
Modification:
For:
Previous Amount:
Amount of this action:
Total Contract
Amount:
W56HZV06C0038
P00003
Crew Protection
Kits
$
3,396,362.00
$
1,694,847.00
$
5,091,209.00
The purpose of this modification P00003 is to:
1.
Award 29 dozer CPK of the option quantity.
2.
The delivery schedule is as follows based on all testing being successfully completed by February 17, 2006.
Contractor has permission to accelerate the deliveries.
CLIN 0010HA:
CLIN 0010XA:
3.
$5,091,209.00.
4.
30 by 20 Mar, 30 by 21 Apr, 3 by 22 May 06.
27 by 22 May, 2 by 22 Jun 06.
Based on the above, to total amount of the contract has increase by $1,796,650.00 from $3,396,362.00 to
All other terms and conditions of this delivery order remain unchanged and in full force and effect.
Contract:
Previous Amount:
Total Contract
Amount:
W56HZV05C0038
$
5,091,209.00
$
47,750.00
$
5,138,959.00
The purpose of this modification P00004 to Contract W56HZV06C0038 is to:
1.
2.
3.
Fund the option for Level III, Technical Data Package under CLIN 0004TB.
The above action increases the contract amount by $47,750.00 from $5,091,209.00 to $5,138,959.00.
Contract:
Previous Amount:
Amount of this
action:
Total Contract
amount:
W56HZV06C0038
$
5,138,959.00
$
182,243.76
$
5,321,202.76
The purpose of this modification P00005 to Contract W56HZV-06-C0038 is to:
1.
Correct the Clin reference in the first sentence on page 2 of modification P00004 to read as CLIN 0010TB.
2.
a.
b.
c.
d.
e.
f.
g.
Add CDRLS A011, A012, and A013 (2 pages).
Add the Data Requirements Clin 0012 which was previously erroneously omitted.
Add Attachment 011 Exhibit Repair Parts and Special Tools List (RPSTL) Requirements (17 pages).
Add Attachment 012 Exhibit General Publication Requirements (7 pages).
Add Attachment 013 TM Requirements Matrix, Table A-II and A-VI (8 pages).
Add Attachment 014 LMI/PMR Worksheets (5 pages).
Add clause 252.246-7001 Warranty of Data.
3.
In the Scope of Work, delete C.5 Other Instructions and replace with C.5 Technical Publications: Construction/Materiel
Handling Equipment, Crew Protection Kit (CPK) Technical Bulletin (TB) and Parts Provisioning List (PPL).
4.
CLIN 0013 has been established for the TB/PPL for the amount of $182,243.76.
Based on the above the contract amount has increase by $182,243.76 from $5,138,959.00 to $5,321,202.76.
5
5.
Contract:
W56HZV-06-C0038
Modification:
Previous Amount:
Amount of this
action:
Total Contract
amount:
P00006
$
5,321,202.76
$
-0-
$
5,321,202.76
Modification P00006 to Contract W56HZV-06-C-0038 is issued to:
1.
Delete the ISO 9001-2000 requirement from paragraph C.9.1 of the Scope of Work. The paragraph will read as follows: The
contractor shall utilize a Quality Program that, as a minimum, shall include: quality plan, inspection requirements, record keeping,
control of processes, and control of discrepancies (identification, investigation, corrective action and disposition of non-conforming
items). All work performed under this contract shall be conducted by qualified personnel in accordance with best commercial quality
standards.
2.
Clause 52.246-4025, Higher-Level Contract Quality Requirement - TACOM Quality System Requirement found in the
ACCEPTANCE APPENDIX is not applicable to this contract.
3.
Delete Clause 252.211-7000 Item Identification and Valuation (Alternate I dated April 2005) otherwise know as the unique
item identification (UID) clause. This requirement has been waived.
4.
Add the following subcontractors to clause 52.246-4005 Inspection and Acceptance Points: Origin. Subcontractor for the air
conditioner: Red Dot Corporation, 495 Andover Park East, Seattle, WA 98188-7657; phone: 206-575-3840.
Subcontractor for steel cutting, fabricating, welding and painting: ACTION GROUP, 411 N. Reynoldsburg - New Albany Road,
Blacklick, OH 4304-9630; phone 614-868-8868.
5. Based on the above there is no change to the contract amount. All other terms and conditions remain unchanged and in full force and
effect.
Modification P00007 to Contract W56HZV-06-C-0038 is issued to make the following administrative changes:
1.
Establish the following vehicle as GFM being provided to ADSI for installation of the Add on Armor, Crew Protection Kits.
The serial number for one D7G Dozer is 3ZD01155 R3-06.
2.
Establish the following end item NSNs and P/N for the equipment after the armor is installed.
D7G with Winch NSN 2410-01-538-6780
P/N 12506565
D7G with Ripper NSN 2410-01-538-7793
P/N 12506558
3.
Add the following address as American Defense Systems secondary facility address:
2750 Avenue B North, North Charleston, SC 29405
4.
Add the following paragraph into the special provisioning Section H: Contract Support/Services: The contractor is
authorized to obtain test support/services at DOD rates from Major Range and Test Facility Base (MRTFB) installations as government
furnished services.
5.
Delete paragraph C.2.4.10 RADIO FREQUENCY IDENTIFICATION TAY (RFID) from Section C, Scope of Work. The
RFID requirement is no longer applicable to this contract.
6.
and effect.
Contract:
Previous Amount:
Amount of this
action:
Total Contract
amount:
W56HZV-06-C-0038
$
5,321,202.76
$
1,221,889.58
$
6,543,092.34
6
Modification P00008 to contract W56HZV-06-C-0038 is issued to make the following price changes due to the changes made to the
Cab Temperature Package (which includes the air conditioner, heat, insulation, alternator, weather-stripping, mounting hardware and
vendors labor) and to the Fuel Cell as a result of the Critical Design Review of the Crew Protection Kit (CPK).
1.
The unit prices for the prototype CPK, CLIN 0010AC has increased $18,229.28 (9274.92 for the AC and 8954.35 for the fuel
cell), from $32,700.00 to $50,929.27.
2.
The unit prices for the production and option CPK is increases by $12,885.12 (5712.00 for the AC and 7173.12 for the fuel
cell) from $50,820.00 to $63,705.12 for production under 0010HA and from $58,443.00 to $71,328.12 for the option under 0010XA for
year 1 and by $13,529.78 (5998.00 for the AC and 7531.78 for the fuel cell) from $58,443.00 to $71,972.78 for year 2.
3.
The total increases for this modification is as follows:
0010AC, prototype CPK
$18,299.27 x 2 =
$
0010HA, production CPK
$12,885.12 x 63 =
$ 811,762.56
0010XA, option CPK
$12,885.12 x 29 =
$ 373,668.48
TOTAL Contract Amount Increase:
4.
36,458.54
$1,221,889.58
Contract:
Modification:
Previous Amount
Amount of this
action:
W56HZV06C0038
P00009
$
6,543,092.34
$
1,185,133.00
Total contract
amount:
$
7,728,225.34
The purpose of the modification P0010 to W56HZV05D0382 is to establish the unit prices for installation of AoA Crew Protection Kits
on the Government furnished equipment. The installation will take place in different locations and prices are set accordingly. Since the
variables will change after the next six months, these prices are for the first program only.
1.
Establish the following CLIN 0010JA with the following unit prices:
$22,361.00 for installation in Charleston,
$15,835.00 for installation in Charleston, and the quantity of already installed kit is above 140,
$17,113.00 for installation in Albany, GA,
$15,624.00 for installation in Hicksville.
2.
Fund the installation of 53 kits at Charleston for a total of $1,185,133.00 ($22,361.00 x 53).
3.
Add the following installation scope of work under Section C, paragraph 3.14:
14.1 Installation of Add on Armor (AoA) Kits
14.1. Installation Requirements. The Contractor shall provide qualified and experienced personnel to install Add-on Armor (AoA) kits
on the vehicles identified in Section B.
14.2. The contractor shall install the AoA kits produced under this contract in accordance with the Government approved installation
instructions (CRDL 005). The Government will provide quality assurance oversight of kit installation.
14.3. The contractor shall provide adequate work facilities and all materials and equipment required for AoA kit installation. The
14.4. The contractor shall install kits at a rate of no less than one (1) vehicle per day. The contractor is authorized to accelerate this rate.
14.5. The contractor shall comply with all provisions of paragraph 3.9 through 3.9.5.
14.5.1. Final Inspection Report (FIR) for installed AoA. The FIR shall detail the AoA kit condition, any damage to the vehicle as a
standard.
4.
Add the following provisioning under Sepecial contract requirements:
H.2
To support the Global War on Terror and Fielding of the CPKs, the contractor agrees to enter into a seperate parts support
contract with the Defense Supply Center Columbus (DSCC) of the Defense Logistic Agency (DLA) for 3 years from contract award.
The contract will provide a ready means of acquisition of replacement parts and/or components in support of the AoA kit. The
contractor must be able to process both manual and electronic orders for DLA stock purchases and manual order for TACOM.
7
5.
Based on the above changes the total contract amount has increased by $1,185,133.00 from $6,543,092.34 to $7,728,225.34.
6.
Contract:
Modification:
Previous Amount:
Amount of this
action:
Total Contract
amount:
W56HZV-06-C0038
P00010
$
7,728,225.34
$
4,057.00
$
7,732,282.34
Modification P00010 to contract W56HZV-06-C0038 is issued to do the following:
1.
Establish the following D7G dozers as GFE being provided to ADSI for installation of the Add on Armor, Crew Protection Kit.
3ZD01083-R
3ZD00758-R
3ZD01209
3ZD0512
3ZD01161
3ZD1138
3ZD1201-R
2.
Change the Surveillance Criticality Designation Code (SCD) (page one, block 7) from C to A, so this contract will have a
higher level of priority to the DCMA community.
3.
Establish CLIN 0010AD for the one time cost of two test coupons with combat locks for the total amount of $4,057.00.
3.
Based on the above, the contract amount is increased by $4,057.00 from $7,728,225.34 to $7,732,282.34. All other terms and
conditions remain the same and in full force and effect.
CONTRACT:
MODIFICATION:
PREVIOUS AMOUNT:
AMOUNT OF THIS ACTION:
TOTAL CONTRACT
AMOUNT:
W56HZV-06-C0038
P00011
$
7,732,282.34
$
5,334.00
$
7,737,616.34
Modification P00011 to contract W56HZV-06-C0038 is issued to do the following:
1.
Establish CLIN 0010NA for the New Equipment Training (NET) Development Support for a total amount of $5,334.00.
2.
Add the following NET scope of work in Section C, under paragraph C.15:
C.15 New Equipment Training (NET) Development Support
C.15.1 The government will use a NET contractor to develop training on all the Add on Armor (AoA) Crew Protection Kits (CPK)
produced by American Defense Systems, Inc. (ADSI). ADSI (the CPK OEM) shall support the NET contractor in his efforts to develop
and deliver training on all the AoA CPKs. ADSI shall provide the NET contractor all necessary source data and documentation for AoA
CPK installation instructions and technical bulletins within 72 hours of being notified by the contracting officer. Source data and
documentation shall be provided in electronic format. The CPK OEM shall be available to explain the contents of these documents with
the NET contractor. ADSI shall allow the NET contractor access to the AoA kitted vehicles being used for TB/PPL development within
48 hours of being notified by the contracting officer. Access shall include visual inspection of the AoA kitted vehicle and discussion
with TB/PPL developers.
C.15.2 ADSI shall participate in NET development conferences upon notification from the contracting officer.
3.
Based on the above, the contract amount is increased by $5,334.00 from $7,732,282.34 to $7,737,616.34. All other terms and
conditions remain the same and in full force and effect.
8
1.
Modification P00012 to Contract W56HZV-06-C0038 is issued to authorize DCMA, New York to inspect the glass for the
Crew Protection Kits produced by American Defense Systems, INC. This statement will be added to clause 52.246-4005 Inspection and
Acceptance Points: Origin.
2.
force and effect.
Contract:
Modification:
Previous Amount:
Amount of the action:
Total Contract
Amount:
W56HZV-06-C0038
P00013
$
7,737,616.34
$
170,869.68
$
7,908,486.02
Modification P00013 to Contract W56HZV-06-C0038 is issued to make the following price changes due to the crew protection kit
upgrades required as a result of either the Critical Design Review or testing. Upgrades include lift/tie down provisions with and without
shims, gun rack mounts, bolts for combat locks, and rescue wrench. A previous error on the air conditioner is also corrected under this
price adjustment.
1.
The breakdown for the price adjustment is as follows:
EACH DOZER
Lift/tie downs
Gun rack mounts
Bolts for 1 lock
Prototype
2741.00
712.50
6.30
Prod/Option YR1
1467.00
153.00
6.30
Option YR2
1780.00
161.00
6.62
Rescue Wrench
A/C error
UP increase
63.00
4204.24
7727.04
63.00
0.00
1689.30
2.
The unit prices for the prototype dozer CPK, CLIN has.
3.
The unit prices for the CPK are adjusted as follows:
0010AC, prototype increased by $7,727.04
0010HA, production increased by $1689.30
0010XA, option yr 1 increased by $1689.30
0010XA, option yr 2 increased by $2013.62
66.00
0.00
2013.62
from $50,929.27 to $58,929.27
from $63,705.12 to $65,394.42
from $71328.12 to $73,017.42
from $71972.78 to $73,986.40
4. The total increase for this modification is as follows:
0010AC, prototype CPK
0010HA, production CPK
0010XA, option CPK
Total Contract Amount Increase:
$ 7727.04 X 2 = $ 15,454.08
$ 1689.30 X 63 = $ 106,425.90
$ 1689.30 X 29 = $ 48,989.70
$ 170,869.68
3.
Based on the above, the contract amount is increased by $170,869.68 from $7,737,616.34 to $7,908,486.02
4.
Contract:
Modification:
Previous Order
amount:
Total Order Amount:
W56HZV-06-C0038
P00014
$
7,908,486.02
34,905.61
7,943,391.63
Modification P00014 to contract W56HZV-06-C0038 is issued to add funding for refurbishment of dozer prototype crew protection kit
on the vehicle that was tested at the Aberdeen testing facility and for the transportation of the vehicles from Aberdeen to American
Defense System, Inc (ADSI) at Charleston, SC. This modification also funds for the refurbishment and transportation of the second
prototype crew protection kit on a dozer from ADSIs subcontractor XMCO in Warren, MI to ADSIs facility in Charleston, SC.
1.
The following CLINS have been established for the refurbishment obligations:
0010AF refurbishment of 1 CPK on Dozer at Aberdeen for $16,105.00.
0010BF refurbishment of 1 CPK on Dozer at XMCO for $8,516.00
2.
The following CLINS have been established for the transportation obligations:
0010AT for $4,329.78 for transportation of 1 dozer with CPKs from Aberdeen to ADSI, Charleston, SC;
0010BT for $5,954.83 for transportation of 1 dozer with CPKs from XMCO, Warren MI to ADSI, Charleston, SC.
9
3.
Based on the above, the order amount has increased by $34,905.61 from $7,908,486.02 to $7,943,391.63.
4.
All other terms and conditions remain unchanged and full force and effect.
Contract:
Modification:
Previous Order
Amount:
Amount of this Action:
Total Order Amount:
W56HZV-06-C0038
P00015
$
$
$
7,943,391.63
129,883.76
8,073,275.39
Modification P00015 is issued to:
1. Establish and fund CLIN 0010PA, Prescribed Load List (PLL) Package as described in Attachment 015, for the D7G dozer CPK, for
the price of $1,411.78 for the first year and $1,482.37 for the second year of contract. This package goes with every CPK on contract,
which a total of 92. The total amount for this CLIN is $129,883.76 ($1,411.78 X 92 = 129,883.76).
2.
Establish CLIN 0010PB, Authorized Stockage List (ASL) Package as described in Attachment 016, for the D7G dozer CPK
for the price of $55,870.71 for the fist year and $58,664.25 for the second year of the contract.
3.
Based on the above, the contract amount has increase by $129,883.76 from $7,943,391.63 to $8,073,275.39.
4.
Contract:
Modification:
Previous Order
Amount:
Total Order Amount:
W56HZV-06-C-0038
P00016
$
$
$
8,073,275.39
489,622.59
8,562,897.98
1.
Replace Attachment 015, Prescribed Load List (PLL) due to the fact that the mirror bracket was deleted off the list. There is
no change in the price.
2.
Replace Attachment 016, Authorized Stockage List (ASL) due to the fact that the mirror bracket was deleted off the list. The
price under CLIN 0010PB has changed from $55,870.71 to $54,402.51 for the first year and from $58,664.25 to $57,122.64 for the
second year.
3.
Fund 0010PB, for 9 each ASL packages or push packages. The total for this CLIN is $489,622.59 or (54,402.51 X 9).
4.
5.
Contract:
Modification:
Previous Order
Amount:
Total contract Amount:
W56HZV-06-C-0038
P00017
$
$
$
8,562,897.98
10,293.40
8,573,191.38
1.
Increase CLIN 0013, TECHNICAL BULLETIN AND PROVISIONING by $10,293.40 from $182,243.76 to $192,537.16 to
include videography cost.
2.
Based on the above the contract amount has increase by $10,293.40 from $8,562,897.98 to $8,573,191.38.
3.
10
1.
The purpose of this modification P00018 is to change from Clause FAR 52-245-2 Government Property, (May 2004) to
52-245-2 Government Property, Alternate I (Apr 1984).
2.
Based on the above change the Government will assume the risk of loss pursuant to FAR clause 52-245-2, Alternate 1 for all
government property in the contractors possession.
3.
force and effect.
Contract:
Modification:
Previous contract
Amount:
Total Contract Amount:
W56HZV-06-C-0038
P00019
$
$
$
8,573,191.38
22,441.70
8,595,633.08
Modification P00019 to contract W56HZV-06-C-0038 is issued to:
1.
Year
Increase the price for the ASL package by $20,238.80 due to change in glass and more parts added to each package from:
1
2
From
To
54402.51
74633.31
57122.64
78364.93
CLINS 0010PB is increased by $182,077.20 from $489,622.59 to $671,699.79 to reflect the change for the 9 ASL packages already
order on contract.
2.
Replace Attachment 016, the Authorized Stockage List for the Dozer.
3.
Establish CLIN 0010YA, Storage cost for $10,328.01. The government will pay the daily rate of $13.09 for each crew
protection kit left in storage over 60 days after inspection at ADSI. This amount is for 12 dozers in storage for a total of 789 days during
October, November and December 2006 timeframe.
4.
Establish CLIN 0010XB, Oconus Crating for $111,123.51 to add the cost of crating the CPKs for overseas shipments. The unit
price during the first year is $2,096.67 and during the second year $2,201.51. The amount is for 53 kits already shipped.
5.
Incorporated the following price changes to the crew protection kit due to upgrades directed by the Government. Upgrades
include egress decals, door strap brackets, fuse panel decals and second data plate to reflect the armored vehicle. The unit price increase
for the CPK under the basic quantity and first year option is $48.79 and $51.23 for CPK option in the second year. Therefore, CLIN
0010HA changes from $65,394.42 to $65,442.79. Total increase for 63 kits equals $3,073.77. CLIN 0010XA changes form $73,017.42
to $73,066.21. Total increase for 29 kits equals $1,414.79.
6.
Incorporated Attachment 017, the Spare Parts List with the corresponding prices for the D7G dozer.
7.
Establish Clin 0010YB, Uninstalled Vehicles Adjustment for $27,504.76. The Government will pay this amount for the 14
vehicles not presented to ADSI for installation while in Charleston, South Carolina for the purpose of installing crew protection kits on
140 (multi and dozers) vehicles in a six month period, as agreed upon at the time of negotiation of installation prices.
8.
Adjust the amount under CLIN 0010JA, CPK Installation on D7G Dozer. Decrease $1,185,133.00 by $313,054.00 to
$872,079.00 for the 14 installations not required.
9.
and effect.
Contract:
Modification:
Previous contract
Amount:
W56HZV-06-C-0038
P00020
$
$
$
8,595,633.08
276,342.71
8,871,975.79
Modification P00020 to contract W56HZV-06-C0038 is issued to:
1.
Establish
CLIN 0014AA for $93,527.47 Spare parts for Balad
CLIN 0014AB for $91,956.11 Spare parts for Baghdad
CLIN 0014AC for $90,859.13 Spare parts for Bagram
11
Total amount of $276,342.71 for DOZER spare parts on the following two pages (2A and 2B)
2.
Correct Paragraph 9 on page 2 of Modification P00019 to read as follows:
The contract amount is increased by $22,441.70 from $8,573,191.38 to $8,595,633.08.
3.
Based on the above, the contract amount is increased $276,342.71 from $8,595,633.08 to $8,871,975.79.
Contract:
Modification:
Previous contract
Amount:
W56HZV-06-C-0038
P00021
$
$
$
8,871,975.79
933,944.96
9,805,920.75
1.
Establish
each.
CLIN 0010XC for $740,376.30, 10 D7G Dozer Add on Armor (AoA) Crew protection Kits (CPKs) at $74,037.63
CLIN 0010XD for $22,015.10, OCONUS crating for 10 Dozer CPKs and overpacks at $2,201.51 each.
CLIN 0010XE for $14,823.70, 10 D7G Dozer PLL Packages at $1,482.37 each.
CLIN 0010XF for $156,729.86, 2 D7G Dozer ASL packages at $78,364.93 each.
2.
Adjust the delivery date for the following CLINs:
CLIN 0014AC - BAGRAM spare parts, from 28-Feb-2007 to 09-APR-2007
CLIN 0014AB - BAGHDAD spare parts, from 28-Feb-2007 to 09-APR-2007
CLIN 0014AA - BALAD spare parts, from 30-Mar-2007 to 09-APR-2007
3.
Based on the above, the contract amount is increased by $933,944.96 from $8,871,975.79 to $9,805,920.75.
4.
Contract:
Modification:
Previous contract
Amount:
W56HZV-06-C-0038
P00022
$
$
$
9,805,920.75
762,391.40
10,568,312.15
1.
Add CLIN 0015XA for $740,376.30, 10 D7G Dozer Add on Armor (AoA) Crew protection Kits (CPKs) at $74,037.63 each.
Delivery date for these dozer will be May 02, 2007. This procurement is being made on behalf of USMC and POC is Mike Farley,
Marine Corps System Command, 2200 Lester Street, Quantico, VA 221324; Office (703) 432-3727.
2.
Add CLIN 0015XC for $22,015.10, OCONUS crating for 10 Dozer CPKs at $2,201.51 each.
3.
4.
Contract:
Modification:
Previous contract
Amount:
W56HZV-06-C-0038
P00023
$
$
$
10,568,312.15
914,869.68
11,483,181.83
12
1.
In accordance with Contract Clause 30 - Separately Price Option, CLIN 0016XA is established in the amount of $888,451.56,
for the award of 12 D7G Dozer Add on Armor (AoA) Crew protection Kits (CPKs) at $74,037.63 each. Delivery date for these CPKs
will be May 09, 2007. This procurement is being made on behalf of NAVY.
2.
Add CLIN 0016XC for $26,418.12, OCONUS crating for 12 Dozer CPKs at $2,201.51 each.
3.
4.
Contract:
Modification:
Previous contract
Amount:
W56HZV06-C-0038
P00024
$
$
$
11,483,181.83
739,114.06
12,222,295.89
Modification P00024 to Contract W56HZV-06-C0038 is issued to:
1.
Add the Scope of Work for the USMC/USN version of the dozer in Section C, paragraph 16.
This procurement is being made on behalf of the USMC and POC is Mike Farley, Marine Corps System Command, 2200 Lester Street,
Quantico, VA 22324; Office (703)432-3727.
2.
ADD CLINs 0015 A010 Safety Assessment Report (SAR) update for $1000.00
0015AA Technical Bulletin and Provisioning for $206,545.17; this includes $42,865.12 for reengineering
and TB/PPL support
0015AC Prototype Kit for $69,273.48
0015BT Transportation for $17,073.32 for 1 Prototype and 10 CPKs to Charleston
0015PA Prescribed Load List (PPL) Package, 10 each for $14,823.70
0015PB Authorized Stockage List (ASL) Package, 5 each for $391,824.60
0015SA ASL update for $1000.00
0015SB Spare Parts Price List (SPPL) update for $1000.00
0015SC PPL update for $1000.00
0015TA Drawing Package for $20,720.32
0015TB Technical Data Package, Level III (TDP) for $15,000
3.
Increase the Option quantity for CPKs by 124 each from 63 to 187 at second year unit price of $74,037.63, unless a discount is
granted at time of award. Change appears in the narrative under CLIN 0010XA and Clause 30, 52.217-4001, Separately Priced Option
for Increased Quantity.
4.
5.
Contract:
Modification:
Previous contract
Amount:
W56HZV-06-C-0038
P00025
$
$
$
12,222,295.89
1,734,610.35
13,956,906.24
Modification P00025 under contract W56HZV-06-C-0038 is issued to:
1.
Add CLIN 0015XB for $1,628,827.86, 22 USMC D7G Dozer Add on Armor (AoA) Crew Protection Kits (CPKs) at
$74,037.63 each, from the option quantity under CLIN 0010XA per clause 30,52.217-4001. Delivery date for these CPKs will be (11)
on 12 Jun 07 and (11) on 18 Jun 07. This procurement is being made for the United States Marine Corp. (USMC).
2.
Add CLIN 0015XE for $32,612.14. 22 D7G PLLs/(overpacks) at $1,482.37 each.
3.
Add CLIN 0015XD for $48,433.22, OCONUS crating for 22 D7G Dozer CPKs at $2,201.51.
4.
Increase CLIN 0015BT by $24,737.13 for the transportation of 22 CPKs at $2,248.33 per trailer, 2 CPKs per trailer.
13
5.
Based on the above the total amount of the contract increased by $1,734,610.35 from $12,222,295.89 to $13,956,906.24.
6.
Contract:
Modification:
Previous contract Amount:
W56HZV-06-C-0038
P00026
13,956,906.24
23,707.09
13,980,613.33
60;
1.
Change the following price of the Authorized Stockage List (ASL) package due to upgrades, to include mirror brackets and
add OCONUS crating for the ASL package. The unit price for the production of the ASL has increased by the following:
Mirror Bracket:
114.82 ea x 10 per ASL = $1,148.20
OCONUS Crating:
$1,006.99 per ASL package
Mirror Bracket prices were included in ASL package negotiations during mod P00015.
2.
The total amount of the ASL package increased by $2,155.19 from $78,364.93 to $80,520.12.
3.
Increase CLIN 0010PB by $19,396.71 for ASL upgrades.
9 ASLs x $2,155.19 = $19,396.71
4.
Increase CLIN 0010XF by $4,310.38 for ASL upgrades.
2 ASLs x $2,155.19 = $4,310.38
5.
Replace Attachment 016, the Authorized Stockage List for the D7G Dozer.
6.
Based on the above changes the total contract amount increased by $23,707.09 from $13,956,906.24 to $13,980,613.33.
7.
Contract:
Modification:
0;
W56HZV-06-C-0038
P00027
$13,980,613.33
$ - -263,436.39
$13,717,177.04
1.
Decrease 0010JA, CPK INSTALLATION ON D7G DOZER by $290,693.00 from $872,079.00 to $58,136.00 due to the
change in number of vehicles presented for installation with crew protection kits. The total number of kits installed is 26 at $22,361.00
each.
2.
Increase 0010XB, OCONUS CRATING by $27,256.71 from $111,123.51 to $138,380.22. This amount is for a total of 66
each Oconus crating. The 66 is made up of the 63 kits under 0010HA and 29 kits under 0010XA, less the 26 kits installed under
0010JA. The unit price for oconus crating is $2,096.67 X 66 = $138,380.22.
3.
Extend the delivery dates under 0015XA to May 9, 07 and 0016XA to May 16, 07.
3.
Based on the above changes the total contract amount is decreased by $263,436.29 from $13,980,613.33 to $13,717,177.04.
4.
14
Contract:
Modification:
Previous contract amount:
W56HZV-06-C-0038
PT0028
$13,717,177.04
$
0.00
$13,717,177.04
Modification PT0028 under contract W56HZV-06-C-0038 is issued to:
1.
Issue the following shipping instructions for the 12 NAVY D7G Crew Protection Kits (CPK), per mod P00023.
For the (7) D7G AoA kits going to Kuwait
SHIP TO: DoDDAC: W91992
Army Field Support Battalion
Kuwait (AMC LSE SWA Kuwait)
POC: Phil Jordan, Cell: 720.0594
Email: philip.wayne.jordan@us .army.mil
CAMP Arifjan, KUWAIT
APO: 09366
APO: AE 09391
For the (5) D7G AoA kits going to Port Hueneme, CA
DoDDAC: N62583
NAVAL Facilities Expeditionary
Logistics Center (NFELC)
c/o NBVC Supply,
Bldg 801
1000 23rd Ave
Port Hueneme, CA 93043-4301
POC: CMC (SCW) Shawn Hollister 805.982.3157
2.
Contract:
Modification:
W56HZV-06-C-0038
P00029
$13,717,177.04
$
0.00
$13,717,177.04
Modification PT0029 under contract W56HZV-06-C-0038 is issued to:
1.
Change the delivery date under CLIN 0015PB, for five ASL packages to July 26, 2007.
2.
Contract:
Modification:
W56HZV06C0038
P00030
$13,717,177.04
$
0.00
$13,717,177.04
1.
Replace Attachment 17, Spare Parts Price List (SPPL) with an updated version dated June 07. All previous editions should be
discarded.
2.
The contract amount and all other terms and conditions remain unchanged, and in full force and effect.
15
Contract:
Modification:
1.
W56HZV06C0038
P00031
$13,717,177.04
$
4,215.86
$13,721,392.90
To fund CLIN 0016AA, Dozer Parts for $4,215.86 to procure the following dozer parts from ADSI:
D7G-EFPL, External Floor Plate Left
D7G-SPBL, Side Plate Bracket Left
1
each
1
each
$ 2,798.81
703.68
D7G-EFPB, External Floor Plate
Bracket
MB, Mirror Bracket
OCONUS Crating*
1
each
2
each
1
each
Total:
263.89
248.08
201.40
$ 4,215.86
* A rear panel for the Scraper, part number 621B-RP will also be shipped with the above parts to the same destination.
2.
The following shipping instructions are provided:
SHIP TO: DODAAC: W91JJY
AFSBn-AF (BAF) Bagram Air Field
Operation Enduring Freedom
ATTN: CPT Chuck Martin or CPT Wanda Penn-Pressley
Comm. Phone 732-427-5110, press 1, then 6016
DSN: 312-987-5110, press 1, then 6016 Bagram Afghanistan
3.
Based on the above, the contract amount has increased by $4,215.86 from $13,717,177.04 to $13,721,392.90.
4.
All other terms and conditions remain in full force and effect.
Contract:
Modification:
W56HZV-06-C-0038
P00032
$13,721,392.90
$
0.00
$13,721,392.90
1.
Incorporate the United States Marine Corp (USMC) version D7G-C Spare Parts Price List (SPPL) into attachment 017.
2.
The contract amount and all other terms and conditions remain unchanged, and in full force.
Contract:
Modification:
W56HZV-06-C-0038
P00033
$13,721,392.90
$ 309,573.64
$14,030,966.54
1.
Procure spare parts on behalf for the United States marine Corp (USMC), off the spare parts list (SPPL), attachment 17
incorporated in contract by modification P00032, for the marine dozer D7G-C. POC for USMC is Mike Farley, 2200 Lester Street,
Quantico, VA 22134-6050. Email: michael.j.farley@usmc.mil, phone: 703.432.3727
2.
To fund CLIN 0015SD, USMC dozer spare parts, for $309,573,64, this amount is for the spare parts listed on the following
three pages (2A - 2C) OCONUS crating and transportation from Hicksville, NY to Charleston, SC.
3.
4.
16
Contract:
Modification:
W56HZV06-C0038
P00034
$14,030,966.54
$
37,824.64
$14,068,791.18
1.
Add the Scope of Work for the Navy version of the dozer in Section C, paragraph 18 as follows:
18.
Scope of work for the D7G NAVY Dozer Add on Armor Crew Protection Kit.
The contractor shall perform a design assessment to determine the required modifications to the D7G CPK to ensure its installation on
the US Navy version of the D7G dozer. The modifications shall not degrade vehicle operation, maintenance, safety and survivability
characteristics of the CPK. The contractor shall validate the design assessment by installing a modified D7G CPK on a Navy D7G
dozer. The Navy will approve the CPK design modifications and installation on the D7G dozer. A Navy D7G dozer and D7G CPK will
be provided as GFE. At the direction of the PCO, the contractor shall ship the Navy D7G dozer with CPK to the following location:
Receiving Officer (N35554)
Naval Constructions Battalion Center
Bldg. 230 Upper Nixon Road
Gulfport, MS 39501-5001
POC: Jim Todd (228)871-3855 or Greg Stanly (228)871-3856
2.
Add CLIN 0016XB, NAVY version/Dozer CPK, for $37,386.40. This amount includes reengineering, transportation (from
Hicksville, NY to Gulfport, MS) material and installation costs; also an addendum to the installation instructions to incorporate the
added tasks involved in dismantling the cold weather cab.
3.
This procurement is being made on behalf of the US NAVY and POC is CMC (SCW) Shawn Hollister, N3 Armor, Naval
Facilities Expeditionary Logistics Center, 1000 23rd Ave, Building 1000, Port Hueneme, CA 93043-4301. Cell: 805-207-8062, email:
shawn . hollister&navy. mil.
4.
5.
Contract:
Modification:
W56HZV-06-C-0038
P00035
$14,068,791.18
$ 1,313,553.53
$15,382,344.71
1.
Establish and fund CLIN 0010XG for $888,451.56 to procure 12 D7G Dozer Crew Protection Kits (CPKs) for the United
States Army, at $74,037.63 each, from the option quantity IAW clause 30, 52.217-4001. Delivery date for these CPKs will be 23
October 2007.
2.
Establish and fund CLIN 0010XH for $26,418.12 for OCONUS crating for the 12 D7G Dozer CPKs referenced in paragraph
one (1), at $2,201.51 each, for the United States Army. Delivery date for these PLLs will be 23 October 2007.
3.
Establish and fund CLIN 0010XJ for $17,788.44 to procure 12 D7G Dozer Prescribed Load List (PLL) packages, overpacked,
at $1,482.37 each, for the United States Army.
4.
Establish and fund CLIN 0015SE for $373,525.80 in order to procure spare parts for the United States Marine Corps, off of the
Spare Parts Price List (SPPL), Attachment 017 as amended, for the D7G Dozer as established by Modification P00019 paragraph 6.
The spare parts to be procured are listed on the following two (2) pages (2A 2B).
5.
Establish and fund CLIN 0015SF for $7,369.61 for OCONUS crating and transportation from Hicksville, NY to Charleston,
SC of the Spare Parts referenced in paragraph four (4).
6.
Based on the foregoing, the total amount of the contract is increased by $1,313,553.53 from $14,068,791.18 to $15,382,344.71.
7.
17
Contract:
Modification:
W56HZV06C0038
P00036
$15,382,344.71
$
39,595.09
$15,421,939.80
1.
Establish and fund CLIN 0014AD for $39,595.09 to procure spare parts for the US Army. The amount also includes $2,752.69
for OCONUS crating and transportation of the parts from Hicksville, NY to Charleston, SC. The delivery date for these parts is 23
October 2007.
2.
Shipping instruction are: SHIP TO: DODDAC: W903XY, POC: CW4 WILSON CANNON, 1169TH Engineer Group, Bldg.
W22, Camp Liberty, Iraq. APO: AE 09344, POC email: wilson.cannon@mnd-b.army.mil; DSN: 318.847.2350; VOIP 242-4747.
3.
Based on the above, the total amount of the contract is increase by $39,595.09 from $15,382,344.71 to $15,421,939.80.
4.
Contract:
Modification:
W56HZV06C0038
P00037
$15,421,939.80
$ 100,948.26
$15,522,888.06
1.
Establish and fund CLIN 0014AE for $40,473.15 to procure spare parts shown on page 2A for the US Army. The amount also
includes $415.27 for OCONUS crating. The delivery date for these parts is 3 December 2007.
2.
Shipping instruction for the above parts are: SHIP TO: DODDAC: W903XY, 1169th Engineering Group, Bldg W22, Camp
Liberty, IRAQ; APO: AE 09344; POC CW4 Wilson Cannon; email: Wilson.Cannon@MND-B.army.mil; DSN: 318-847-2350, VIP:
242-4747; TAC code: A1LD.
3.
Establish and fund CLIN 0014AF for $670.89 to procure 4 each, D7G-C-SPLB at $151.03 each on behalf of USMC. The
amount includes $66.77 for OCONUS crating and transportation of the parts from Hicksville, NY to Charleston, SC. The delivery date
for these parts is 20 September 2007.
4.
Shipping instruction for the above parts are: FY4462, 437 LRS/LGR DCO, 113 S. Bates Street (Bldg 178), Charleston AFB,
SC 29404-4718. ATTN: Patrick Logan, DODDAC: MMX160. MARK FOR: USMC TMO-EAST, OIF M/F MMX160, AL
TAQQADUM AB, HABBANIYAH IQ, ATTN: MEF IIP/ATTN: CWO-4 MAYFIELD.
5.
Establish and fund CLIN 0010XL for $59,804.22 to procure spare parts shown on page 2B for the US Army. The delivery date
for these parts is 2 November 2007.
6.
Shipping instructions for the above spare parts are: DODDAC: W91JJY, AFSBn-AF (BAF) Bagram Air Field, Operation
Enduring Freedom, ATTN: CPT Chuck Martin or CPT Wanda Penn-Pressley, Comm Phone: 732.427.5110, press 1, then 6016, DSN:
312.987.5110, press 1, then 6016 Bagram Afghanistan.
7.
For administrative purposes, replace PRON R166F2092T with PRON R176F2032T and CLIN 0010XG with CLIN 0010XK.
8.
Based on the above, the total amount of the contract is increased by $100,948.26 from $15,421,939.80 to $15,522,888.06.
9.
Contract:
W56HZV06C0038
Modification:
P00038
$15,522,888.07
$ 138,119.80
$15,661,007.87
18
1.
Establish and fund CLIN 0015JA for $81,244.80 in order to complete installation of five (5) USMC configuration D7G Dozers
at $16,248.96 each. The D7G Dozers will be delivered by the United States Navy to Hicksville, NY and use US Army Add on Armor
(AoA) Crew Protection Kits (CPKs), as incorporated by Modification P00009 and IAW Clause 29, 52.217-4001 Separately Priced
Option for Increased Quantity. All work required for installation is listed in Section C.3.14 of the base contract.
2.
Establish and fund CLIN 0015JB for $56,875.00 for transportation of five (5) D7G Dozers after completion of installation of
CPKs from Hicksville, NY to Albany, GA. The delivery date for these Dozers is 31 December 2007.
3.
4.
Contract:
Modification:
W56HZV-06C-0038
P00039
$15,661,007.86
$ 2,150,901.69
$17,811,909.55
1.
Establish and fund CLIN 0010XM for $1,480,752.60 to award 20 D7G Dozer Crew Protection Kits (CPKs) for the United
States Army, at $74,037.63 each, from the option quantity IAW clause 30, 52.217-4001. Delivery date for these CPKs will be 21
December 2007.
2.
Establish and fund CLIN 0010XN for $44,030.20 for OCONUS crating for the 20 D7G Dozer CPKs referenced in paragraph
one (1), at $2,201.51 each, for the United States Army.
3.
Establish and fund CLIN 0010XP for $322,080.48 to procure 4 D7G Dozer Authorized Stockage List (ASL) packages, at
$80,520.12 each including OCONUS crating, for the United States Army. Delivery date for the ASL packages will be 10 January 2008.
4.
Establish and fund CLIN 0015SG for $133,409.40 in order to procure spare parts for the United States Army, off of the Spare
Parts Price List (SPPL), Attachment 017 as amended, for the D7G Dozer as established by Modification P00019 paragraph 6. The spare
parts to be procured will be shipped to Bagram Air Base, Afghanistan and are listed on the following page 2A. Delivery date for these
spares will be 13 March 2008.
5.
Establish and fund CLIN 0015SH for $167,249.13 in order to procure spare parts for the United States Army, off of the Spare
Parts Price List (SPPL), Attachment 017 as amended, for the D7G Dozer as established by Modification P00019 paragraph 6. The spare
parts to be procured will be shipped to LSA Anaconda, Iraq and are listed on the following page 2B. Delivery date for these spares will
be 13 March 2008.
6.
Establish and fund CLIN 0015SJ for $3,379.88 for OCONUS crating of the Spare Parts referenced in paragraphs four (4) and
five (5) above.
7.
Based on the foregoing, the total amount of the contract is increased by $2,150,901.69 from $15,661,007.86 to $17,811,909.55.
8.
Contract:
Modification:
W56HZV-06-C0038
P00040
$17,811,909.00
$
0.00
$17,811,909.00
The purpose of Modification P00040 of contract W56HZV-06-C0038 is to:
1.
Extend subject contract due to continued mission requirements in support of Operation Iraqi Freedom and Operation Enduring
Freedom.
2.
Contract Expiration will extend by thirty (30) days from 22 October 2007 to 22 November 2007.
3.
This is a no cost extension by mutual agreement of both parties.
4.
19
Contract:
Modification:
W56HZV-06-C0038
P00041
$17,811,909.55
$
21,589.33
$17,833,498.88
1.
Establish and fund CLIN 0010JB for $21,589.33 for installation of one Army configuration D7G Dozer Crew Protection Kit at
FT. Leonard Wood, MO. All work required for installation is listed in Section C.3.14 of the basic contract. The kit was procured under
P0037 and found under CLIN 0010XK.
2.
a.
Incorporate shipping instructions for 12 each D7G CPK under Clin 0010XK and 12 each PLL packages as follows:
CLIN 0010XK, one each D7G Crew Protection Kit, and CLIN 0010XJ one each PLL shall be shipped as follows:
Ship to DoDDAC: W905EY
MF UIC: W4K729
CHIEF, PROFESSIONAL DEVELOPMENT BRANCH
ATTN: ATSE-BFA-P (CW4 BIENUSA)
BLDG 5074 NORMANDY TRAINING AREA
1ST ENGINEER BRIGADE, A CO, 169TH ENG BN
1243 IOWA AVE
FORT LEONARD WOOD, MO. 65473-8963
Comm 573-596-0012
DSN 581-0012
dale.bienusa@us.army.mil
b.
CLIN 0010XK, six each D7G Crew Protection Kits, and CLIN 0010XJ six each PLL shall be shipped as follows:
FLRC Lexington: (W813NC)
5751 Briar Hill RD #135
Lexington KY 40516
POC: Ginger Cromwell 859.293.4622
Alt Jimmy Chapman 859.293.4647
c.
CLIN 0010XK, five each D7G Crew Protection Kits, and CLIN 0010XJ five each PLL shall be shipped as follows:
DoDAAC: N62583
NAVAL FACILITIES EXPEDITIONARY,
LOGISTICS CENTER,
1000 23RD AVENUE,
PORT HUENEME CA 93043-4301
C/O Receiving Officer Naval Construction Battalion Center
Building 801
Attn: CMC(SCW) Shawn Hollister Code N3 (805) 982-3157
3.
4.
Contract:
Modification:
W56HZV06C0038
P00042
$17,833,498.88
$
18,806.74
$17,852,305.62
1.
Increase CLIN 0015JB established by Modification P00038 by $18,806.74 from $56,875.00 to $75,681.74 to incorporate
transportation costs excluded at the time of the Modification P00038.
20
2.
3.
ITEM NO
SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
SUPPLIES OR SERVICES AND PRICES/COSTS
0010
NSN: 9999-99-999-9999
0010AA
$ 70,500.00
LO
NOUN: D7G DOZER
PRON: P156F0032T PRON AMD: 01 ACRN: AA
AMS CD: 51108992014
Deliveries or Performance
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
UNDEFINITIZED
$
70,500.00
ADSI is responsible for shipping the prototype vehicle
to their Aberdeen shop for developing the prototype
and then shipping to the Aberdeen testing facility.
(End of narrative F001)
21
0010AB
1
NOUN: D7G DOZER
EA
$
1,700.00000 $
1,700.00
AMS CD: 51108992014
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H5291F004
Y00000
M
DEL REL CD
QUANTITY
DEL DATE
001
1
UNDEFINITIZED
MARK FOR
TP CD
2
SHIP TO:
(Y00000)
SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO) WILL
BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY
DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
ADSI will ship to the Aberdeen testing facility.
22
0010AC
2
EA
$
58,656,3100 $ 117,312.62
NOUN: D7G PROTOTYPE KITS
AMS CD: 51108992014
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H5291F005
Y00000
M
MARK FOR
TP CD
2
DEL REL CD
QUANTITY
DEL DATE
001
2
30-MAY-2006
FOB POINT: Origin
SHIP TO:
(Y00000)
BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY
DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
23
010AD
ARMOR TEST COUPONS
2
EA
$
2,028.50000 $
NOUN: COUPONS WITH COMBAT LOCKS
AMS CD: 51108992014
INSPECTION: Origin ACCEPTANCE: Destination
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H6121F738
Y00000
M
MARK FOR
2
DEL REL CD
QUANTITY
DEL DATE
001
2
30-MAY-2006
SHIP TO:
(Y00000)
TP CD
BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE
FOR ITEMS REQUIRED UNDER THIS REQUISITION.
4,057.00
0010AF
REFURBISHMENT (ATC)
LO
$ 16,105.00
LO
$
4,329.78
LO
$
8,516.00
NOUN: REFURBISH CPK ON DRG DOZER
AMS CD: 51108992014
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-DEC-2006
$
16,105.00
24
0010AT
TRANSPORTATION (ATC)
NOUN: TRANSPORT D7G DOZER W/CPK
AMS CD: 51108992014
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-DEC-2006
$
0010BF
4,329.78
NOUN: REFURBISH CPK ON D7G DOZER
AMS CD: 51108992014
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-DEC-2006
$
0010BT
8,516.00
TRANSPORTATION (XMCO)
$
LO
5,954.83
NOUN: TRANSPORT D7G DOZER W/CPK
AMS CD: 51108992014
$5,954.83 is for transporting 1 D7G dozer with CPK
installed from XMCO, Warren MI to Charleston, SC.
25
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-DEC-2006
$
0010HA
5,954.83
63
NOUN: D7G PRODUCTION KITS
AMS CD: 51108992014
EA
$ 65,442.79000
4,122,895.77
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H5291F006
Y00000
M
DEL REL CD
QUANTITY
DEL DATE
001
8
30-APR-2006
002
32
30-MAY-2006
003
23
30-JUN-2006
MARK FOR
TP CD
2
FOB POINT: Origin
SHIP TO:
(Y00000)
SHIPPING INSTRUCTIONS FOR CONSIGNEE
(SHIP-TO) WILL BE FURNISHED PRIOR
TO THE SCHEDULED DELIVERY DATE FOR
ITEMS REQUIRED UNDER THIS
REQUISITION.
Shipping costs are not included within
this CLIN because a destination for
the CPKs were never determined.
26
0010JA
CPK INSTALLATION ON D7G DOZER
26 EA
NOUN: ARMOR-D7G/KIT INSTALLATION
AMS CD: 51108992014
The unit prices are as follows:
$22,361.00 for installation in Charleston,
$15,835.00 for installation in Charleston, and
$
581,386.00
the quantity of already installed kit is above 140,
$17,113.00 for installation in Albany, GA,
$15,624.00 for installation in Hicksville.
The total amount of $581,386.00 is for
installing 26 kits at a $22,361.00 each.
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
26
31-DEC-2006
$
0010JB
581,386.00
CPK INSTALLATION AT FTLW, MO
LO
$ 21,589.33
NOUN: ARMY-D7G CPK INSTAL AT FTLW
PRON: P176F2262T PRON AMD: 01 ACRN: AG
AMS CD: 51108992013
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
30-NOV-2007
$
21,589.33
27
0010NA
NET DEVELOPEMENT SUPPORT
NOUN: NET SUPPORTALL KITS INSTAL
$
5,334.00
AMS CD: 51108992014
The total amount of the $5334.00 is for two conferences
to support the NET contractor to develop training on all
the ADSI AoA CPKs. The first one was on 25 April 06
and contractor can invoice for; the date for the second is
to be determined.
The price for one conference is $2,667.00.
INSPECTION: Destination ACCEPTANCE:
Destination
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-DEC-2006
$
0010PA
5,334.00
PLL PACKAGE
92 LO
NOUN:D7G PLL PACKAGE-OVERPACK
AMS CD: 51108992014
The price for each Prescribed Load List (PLL) package
is $1,411.78. The total amount of $129,883.76 is for 92
packages. Each PLL package is described in
Attachment 015 and is to be overpacked with each
CPK.
For the CPKs that have already been shipped more
instructions will follow.
The price for each PLL package during the second year
of the contract will be $1,482.37.
$ 129,883.76
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
92
31-JUL-2006
$
129,883.76
28
0010PB
ASL PACKAGE
9
LO
$ 691,096.50
LO
$
NOUN: ARMOR-D7G/PUSH PACKAGES
AMS CD: 51108992014
Per MOD P00026
Updated unit price:
ASL package - $80,520.12 (YR2) includes OCONUS
crating.
The total amount of $691,096.50 is for 9 ASL
packages.
Each ASL package is described in Attachment 016.
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
9
15-FEB-2007
$
0010SA
691,096.50
NOUN: D7G DOZER
6,602.00
AMS CD: 51108992014
Destination
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
UNDEFINITIZED
$
6,602.00
29
0010SB
SPARE PARTS LIST
LO
$
7,850.00
NOUN: D7G DOZERS
AMS CD: 51108992014
Destination
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
UNDEFINITIZED
$
7,850.00
30
0010TA
DRAWING PACKAGE
SE
NOUN: D7G DOZER
PRON: P156F0092T
PRON AMD: 01 ACRN: AA
$ 42,650.00
AMS CD: 51108992014
Destination
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
21-OCT-2006
$
42,650.00
31
0010TB
OPTION: LEVEL III TDP
LO
NOUN: D7G LEVEL III TDP
AMS CD: 51108992014
THIS CLIN IS CURRENTLY UNFUNDED.
THIS IS AN OPTION FOR THE TECHNICAL DATA PACKAGE
WHICH MAY BE EXERCISED OVER THE LIFE OF THIS
CONTRACT
(through 20 October 07).
DEL SCH
REL CD
PERF COMPL
QUANTITY
DATE
$
47,750.00
001
0
$
21-OCT-2006
47,750.00
At time of contract award the Option quatity was 63,
per modification P00024 option quantity is increased
by 124 for a total of 187 CPKs.
Option quantity used under 0010XA 29 each for Army
under 0010XC 10 each for Army
under 0015XA 10 each for USMC
under 0016XA 12 each for USN
Option quantity unused 126 each
0010XA
OPTION QUANTITY CREW PROTECTION KITS
29
EA
$ 73,066.21000 $ 2,118,920.09
NOUN: ARMOR-D7G KITS
AMS CD: 51108992014
CLIN 0010XA is an OPTION line which may be exercised
anytime over the life of this contract (through 20
October 2007) . The unit price for additional AoA
CPKs purchased in year one will be $73,066.21 and
$74,037.63 in year two unless a discount is granted
at time of award.
32
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H6019F648
Y00000
M
DEL REL CD
QUANTITY
DEL DATE
MARK FOR
TP CD
2
001
19
30-JUN-2006
002
10
30-JUL-2006
FOB POINT: Origin
SHIP TO:
(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE
ITEMS REQUIRED UNDER THIS REQUISITION.
0010XB
OCONUS CRATING (ARMY)
LO
NOUN: CRATING FOR OCONUS SHIPMENT
AMS CD: 51108992014
Unit price for OCONUS crating is:
$ 2,096.67 until 21 Oct 06 and
$ 2,201.51 until 21 Oct 07.
The total amount of $138,380.22 is for
crating 66 kits for the ARMY at $2,096.67.
0010HA 63 CPK
0010XA +29 CPK (option qty)
Total =92
0010JA -26 CPK INSTALLATION
=66 CPK for crating
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-JAN-2007
$
138,380.22
33
$ 138,380.22
The below is the ship to address for the following
CLINS on this modification:
CLINS: 0010XC, 0010XD, 0010XE & 0010XF
Ship to address:
Lexington, KY 40516
POC: Ginger Cromwell - 859.293.4622 DSN 745
Alt: Jimmy Chapman - 859.293.4647 DSN 745
TAC CODE: A1LD
0010XC
OPTION QUANTITY CREW PROTECTION KITS (YR2)
10
EA
$ 74,037.63000 $ 740,376.30
NOUN: AOA-D7G KITS
PRON: P166F1992T PRON AMD: 02 ACRN: AB
AMS CD: 51108992015
CLIN 0010XC is an OPTION line which may be exercised
anytime over the life of this contract (through 20
October 2007) . The unit price for additional AoA CPKs
is $74,037.63 (YR2).
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H7031F199
Y00000
M
DEL REL CD
QUANTITY
DEL DATE
001
5
14-FEB-2007
MARK FOR
TP CD
2
002
5
21-FEB-2007
FOB POINT: Origin
SHIP TO:
(Y00000)
REQUISITION.
34
0010XD
OCONUS CRATING
10
LO
$ 22,015.10
10
LO
$ 14,823.70
NOUN: AOA-ADSI D7G KITS
AMS CD: 51108992015
The total amount of $22,015.10 is for 10 CPKs crated
for OCONUS at $2,201.51 each.
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
5
14-FEB-2007
$
11,007.55
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
002
5
21-FEB-2007
$
0010XE
PLL PACKAGE
11,007.55
AMS CD: 51108992015
The price for each Prescribed Load List (PLL) package
is $1,482.37. The total amount of $14,823.70 is for
10 PLL packages. Each PLL is described in
Attachment
015 and is to be overpacked with each CPK.
DEL SCH
QUANTITY
REL CD
PERF COMPL
DATE
35
001
5
$
14-FEB-2007
7,411.85
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
002
5
21-FEB-2007
$
0010XF
7,411.85
ASL PACKAGE
LO
AMS CD: 51108992015
Per MOD P00026
Updated unit price:
$ 161,040.24
ASL package - $80,520.12 (YR2) includes OCONUS
crating.
The total amount of $161,040.24 is for 2 ASL
packages.
Each ASL package is described in Attachment 016.
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
03-APR-2007
$
0010XH
161,040.24
OCONUS CRATING
LO
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: ARMY D7G CPK OCONUS CRATING
PRON: R166F2372T PRON AMD: 01 ACRN: AF
CUSTOMER ORDER NO: N6258307MPAT928
for OCONUS at $2,201.51.
36
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
23-OCT-2007
$ 26,418.12
$
0010XJ
26,418.12
PLL PACKAGE
LO
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: ARMY D7G DOZER PLL PACKAGES
PRON: R166F2372T PRON AMD: 01 ACRN: AF
The total amount of $17,788.44 is for 12 PLL packages
at $1,482.37 each, as described in Attachment 015 and
is to be overpacked with each CPK.
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-OCT-2007
$
17,788.44
Shipping Instructions:
One each D7G Crew Protection Kit to
DoDAAC: W905EY
MF UIC: W4K729
CHIEF, PROFESSIONAL DEVELOPMENT
BRANCH
1ST ENGINEER BRIGADE, A CO,
169TH ENG BN
1243 IOWA AVE
FORT LEONARD WOOD, MO 65473-8963
Comm 573-596-0012
dale.bienusa@usa.army.mil
37
$ 17,788.44
Six each D7G Crew Protection Kits to
Lexington KY 40516
Alt: Jimmy Chapman 859.293.4647
Five each D7G Crew Protection Kits to
DoDAAC: N62583
LOGISTICS CENTER,
1000 23RD AVENUE,
C/O Receiving Officer Naval Construction Battalion
Center
Building 801
Attn: CMC (SCW) Shawn Hollister Code N3
Comm: 805.982.3157
0010XK
12
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: 12 D7G ARMY CPKS
PRON: T176F2032T PRON AMD: 01 ACRN: AE
CUSTOMER ORDER NO: M9545007MP76585
CLIN 0010CG is an OPTION quantity which may be
exercised anytime over the life of this contract
(through 20 October 2007) . The unit price for
additional CPKs is $74, 037.63 (YR2) unless a
discount is granted at time of award.
Per Mod P00024
Option Quantity is increased by 124 for a total of
187 CPKs.
Option Quantity used under 0010XA 29 each for Army
0010XC 10 each for Army
0015XA 10 each for USMC
0016XA 12 each for Navy
Option quantity unused: 126 each
Per Mod P00025
EA
$ 74,037.6300 $ 888,451.56
Option Quantity used under 0015 XB 22 each for USMC
Option Quantity unused: 104
38
Per Mod P00035
Option Quantity used under 0010XK 12 each
Option quantity unused: 92
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H7234F203
Y00000
M
DEL REL CD
QUANTITY
DEL DATE
001
12
31-OCT-2007
FOB POINT: Origin
SHIP TO:
(Y00000) SHIPPING INSTRUCTIONS FOR CONSIGNEE
REQUISITION.
One each D7G Crew Protection Kit to
DoDAAC: W905EY
MF UIC: W4K729
CHIEF, PROFESSIONAL DEVELOPMENT BRANCH
1ST ENGINEER BRIGADE, A CO,
169TH ENG BN
1243 IOWA AVE
MARK FOR
TP CD
2
FORT LEONARD WOOD, MO 65473-8963
Comm 573-596-0012
dale.bienusa@usa.army.mil
Six each D7G Crew Protection Kits to
Lexington KY 40516
Alt: Jimmy Chapman 859.293.4647
Five each D7G Crew Protection Kits to
DoDAAC: N62583
LOGISTICS CENTER,
1000 23RD AVENUE,
C/O Receiving Officer Naval Construction Battalion
Center
39
Building 801
Attn: CMC (SCW) Shawn Hollister Code N3
Comm: 805.982.3157
0010XL
SPPL - SPARE PARTS
LO
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: DOZER GLASS
AMS CD: 51108992014
DODAAC: W91JJY
AFSBn-AF (BAF) Bagram Air Field
Operation Eduring Freedom
ATTN: CPT Chuck Martin or CPT Wanda Penn-Pressley
Comm Phone: 732.427.5110, press 1, then 6016
DSN: 312.987.5110, press 1, then 6016 bagram
Afghanistan
$ 59,804.22
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
02-NOV-2007
$
0010XM
59,804.22
OPTION QUANTITY - CREW PROTECTION KITS
20
EA
$ 74,037.63000 $ 1,480,752.60
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: ARMY D7 DOZER CPKS
PRON: EH7M0160EH PRON AMD: 01 ACRN: AH
AMS CD: 137010AA000
CLIN 0010XM is an OPTION quantity which may be
(through 20 October 2007) . The unit price for
addiaitonal CPKs is $74,037.63 (YR2) unless a
discount is granted at time of award.
Option quantity unused: 72
40
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W56HZV7256U503
W91EQD
J
DEL REL CD
QUANTITY
DEL DATE
001
10
21-DEC-2007
FOB POINT: Origin
MARK FOR
TP CD
3
SHIP TO:
(W91EQD) XR W0DA AFSBN IRAQ
OPERATION IRAQI FREEDOM
LSA ANACONDA
BALAD
IQ
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
002
W56HZV7256U504
W91JJY
J
DEL REL CD
QUANTITY
DEL DATE
001
10
21-DEC-2007
MARK FOR
TP CD
3
FOB POINT: Origin
SHIP TO:
(W91JJY)
XR W0DA AFSBN-AFGHANISTAN
OPERATION ENDURING FREEDOM
BAGRAM AIRBASE
BAGRAM AF
0010XN
OCONUS CRATING
LO
NOUN: CRATING FOR 20 D7 DOZER CPK
AMS CD: 137010AA000
41
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
2
21-DEC-2007
$
44,030.20
$ 44,030.20
0010XP
ASL PACKAGE
4
LO
$ 80,520.12000 $ 322,080.48
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: ARMY D7 DOZER ASL PACKAGES
AMS CD: 137010AA000
The total amount of $322,080.48 is for 4 ASL packages
at $80,520.12 each, including OCONUS crating.
INSPECTION: ACCEPTANCE:
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W56HZV7256U491
W91EQD
J
DEL REL CD
QUANTITY
DEL DATE
001
2
10-JAN-2008
MARK FOR
TP CD
3
FOB POINT: Origin
SHIP TO:
(W91EQD)
XR W0DA AFSBN IRAQ
LSA ANACONDA
BALAD IQ
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
002
W56HZV7256U497
W91JJY
J
DEL REL CD
QUANTITY
DEL DATE
001
2
10-JAN-2008
MARK FOR
TP CD
3
FOB POINT: Origin
42
SHIP TO:
(W91JJY)
XR W0DA AFSBN-AFGHANISTAN
BAGRAM AIRBASE
BAGRAM
AF
0010YA
D7G STROAGE FEE
LO
$
10,328.01
NOUN: STORAGE OVER 60 DAYS
AMS CD: 51108992015
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-JAN-2007
$
0010YB
10,328.01
UNINSTALLED VEHICLES ADJUSTMENT FEE
NOUN: ADJUSTMENT FOR UNINSTALL VEH
AMS CD: 51108992015
The amount of $27,504.76 is the amount of the
adjustment fee for the 14 dozers that the government
did not present to ADSI for the installation of CPK in
the six month period while in Charleston SC.
LO
$ 27,504.76
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-JAN-2007
$
0011
27,504.76
43
0011AA
OPTION: FIELD SERVICE REPRESENTATIVE (FSR)
$
1,552.00
$
630.00
NOUN: OCONUS (OUTSIDE CONTINENTAL US)
CLIN 0011AA IS FOR FSR FOR ALL
INSTALLATION TO INCLUDE ALL NECESSARY
LABOR, TRAVEL, AND OTHER COTS
ASSOCIATED WITH APPLICATION OF THE AoA
CPKs TO VEHICLES IN ACCORDANCE WITH C.6.
YEAR 1: PRICE IS $1,552.00 PER MANDAY.
YEAR 2: PRICE IS $1,630.00 PER MANDAY.
0011AB
OPTION: FIELD SERVICE REPRESENTATIVE (FSR)
NOUN CONUS (WITHIN CONTINENTAL U.S.)
CLIN 0011AB IS FOR ALL INSTALLATION TO
INCLUDE ALL NECESSARY LABOR, TRAVEL,
AND OTHER COSTS ASSOCIATED WITH
APPLICATION OF THE AoA CPKs TO VEHICLES IN
ACCORDANCE WITH C.6.
YEAR 1: PRICE IS $630.00 PER MANDAY
YEAR 2: PRICE IS $662.00 PER MANDAY.
0012
DATA ITEMS
LO
$
***NSP** $
***NSP**
NOUN: DATA ITEM FOR D7G SECURITY CLASS: Unclassified
44
A001
TECHNICAL INFORMATION REPORT TRADEOFF
PER CDRL A001 AND C.2.2
1
EA
$**NSP**
$**NSP**
A002
BALLISTICS TEST DOCUMENTATION
PER CDRL A002 AND C.8
1
LO
$**NSP**
$**NSP**
A003
DRAWING PACKAGE
1
LO
$**NSP**
$**NSP**
A004
1
LO
$**NSP**
$**NSP**
A005
PER A005 AND C.4
1
LO
$**NSP**
$**NSP**
A006
1
LO
$**NSP**
$**NSP**
A007
1
LO
$**NSP**
$**NSP**
A008
1
LO
$**NSP**
$**NSP**
A009
1
LO
$**NSP**
$**NSP**
A010
SAFETY ASSESSMENT REPORT
1
LO
$**NSP**
$**NSP**
A011
TECHNICAL BULLETIN (RPSTL)
1
LO
$**NSP**
$**NSP**
A012
DATA PRODUCTS
1
LO
$**NSP**
$**NSP**
A013
SUMMARIES
1
LO
$**NSP**
$**NSP**
DEL SCH
0013
PERF COMPL
REL CD
QUANTITY
DATE
001
0
30-DEC-2006
NOUN: D7G DOZER TB/PPL
AMS CD: 51108992014
This Clin is increased by $10,293.40 to include the cost
of providing a video with the Technical Bulletin.
45
LO
$ 192,537.16
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-DEC-2006
$
0014
NSN:
192,537.16
9999-99-999-9999
LO
0014AA
D7G SPARE PARTS
NOUN: SPARE PARTS FOR BALAD
PRON: P166F1972T PRON AMD: 01
AB
AMS CD: 51108992015
SHIP TO: DODAAC: W917YZ
Army Field Support Battalion - IRAQ
POC: Jacy Gerald
Email: gerald@mmcs.army.mil
DSN: 312.992.2607 ext. 6295
ALT: MAJ Jeff Stegman
Email: StegmanJ@mmc.army.mil
Comm.: 732.532.2607 ext. 6295
CAMP ANNACONDA
BALAD, AB, IRAQ
APO AE 09391
ACRN:
DEL SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
09-APR- 2007
$
93,527.47
SHIP TO DODAAC: W917YZ
ARMY FIELD SUPPORT BATTALION IRAQ
POC: JACY GERALD
EMAIL: gerald@mmcs.army.mil
DSN: 312-992-6295
$ 93,527.47
ALT: Maj. Jeff Stegman
EMAIL: StegmanJ2mmc. army.mil
Comm.. 732-532-2607 ext. 6295
CAMP ANACONDA
BALAD, AB IRAQ
APO AE 09391
$ 91,956.11
0014AB
D7G SPARE PARTS
NOUN: SPARE PARTS FOR BAGHDAD
PRON: P166F1972T PRON AMD: 01 ACRN:
AB
AMS CD: 51108992015
SHIP TO: DODDAC: W903XY
POC: CW4 Wilson Cannon
Email: wilson.cannon@mnd-b. army.mil
DSN: 318.847.2350
VOIP:
242-4747
1169th Engineer Group
Bldg. W22
Camp Liberty, IRAQ
APO: AE 09344
46
INSPECTION: Origin
ACCEPTANCE: Origin
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
09-APR- 2007
$
91,956.11
SHIP TO DODDAC: W903XY
POC: CW4 WILSON CANNON
1169th Engineer Group
Bldg. W22
Camp Liberty, Iraq
APO: AE 09344
EMAIL: wilson. cannon@mnd-b.army.mil
DSN: 318-847-2350
VOIP: 242-4747
0014AC
D7G SPARE PARTS
LO
NOUN: AOA-PARTS & ASL
AMS CD: 51108992015
SHIP TO ADDRESS - BAGRAM
SHIP TO: DODAAC: W91JJY
AFSBn - AF (BAF) Bagram Air Field
Operation Enduring Freedom
Attn: CPT Cook or Mike Rone
Comm Phone 732-427-5110, press 1 then 6016
DSN: 312-987-5110, press 1, then 6016 Bagram
Afghanistan
INSPECTION: Origin
ACCEPTANCE: Origin
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
09-APR- 2007
$
90,859.13
SHIP TO DODDAC: W91JJY
POC: CPT COOK OR MIKE RONE
AFSBN-AF (BAF) BAGRAM AIR FIELD
COMM: 732-427-5110, PRESS 1, THEN 6016
DSN: 312-987-5110, PRESS 1, THEN 6016
REQUEST AIR SHIPMENT TAC CODE: A1LD
47
$ 90,859.13
0014AD
D7G DOZER SPARE PARTS
1
LO
$ 39,595.09
LO
$ 40,473.15
NOUN: D7G SPARE PARTS-SKID 6/GLASS
AMS CD: 51108992014
This amount includes $2,752.69 for OCONUS crating
and transportation of the parts from Hicksville,
NY to Charleston, SC.
Shipping instructions:
1169TH ENGINEER GROUP BLDG W22
CAMP LIBERTY, IRAQ
POC EMAIL: WILSON. CANNON@MND-B.ARMY.MIL
DN: 318.847.2350
VOIP: 242-4747
INSPECTION: Origin
ACCEPTANCE: Origin
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
23-OCT- 2007
$
0014AE
39,595.09
NOUN: D7G SPARE PARTS-28 AUG 07
AMS CD: 51108992014
This amount includes $415.27 for OCONUS crating.
1169TH ENGINEER GROUP
BLDG W22
CAMP LIBERTY, IRAQ
APO: AE 09344
EMAIL: WILSON. CANNON@MND-B . ARMY . MIL
DSN: 318-847-2350
VIP: 242-4747
TAC CODE: OCONUS AIR: ALLD
INSPECTION: Origin
ACCEPTANCE: Origin
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
03-DEC- 2007
$
40,473.15
48
0014AF
NOUN: D7G-C-SPLB (4 EACH)
PRON: P176F2192T PRON AMD: 01 ACRN: AG
AMS CD: 51108992013
THIS AMOUNT IS FOR FOUR D7G-C-SPLB PLUS CRATING AND
TRANSPORTATION FROM HICKSVILLE, NY TO CHARLESTON SC.
SHIP TO: FY4462-437 LRS/LGR DCO
113 S.BATES ST (BLDG 178)
CHARLESTON AFB, SC 29404-4718
ATTN: PATRICK LOGAN
DODDAC: MMX160
MARK FOR: USMC TMO-EAST
OIF M/F MMX160
AL TAQQADUM AB
BABBANIYAH IQ
ATTN: MEF IIP/ATTN: CWO-4 MAYFIELD
LO
$
670.89
INSPECTION: Origin
ACCEPTANCE: Origin
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
28-SEP- 2007
$
0014SG
670.89
1
LO
$ 133,409.40000 $ 133,409.40
CLIN CONTRACT TYPE:
Firm-Fixed Price
NOUN: SPPL - AFGHANISTAN
AMS CD: 137010AA000
INSPECTION: Origin
ACCEPTANCE: Origin
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W56HZV7258U497
W91JJY
J
DEL REL CD
QUANTITY
001
1
MARK FOR
TP CD
3
DEL DATE
13-MAR-2008
FOB POINT: Origin
SHIP TO: (W91JJY) XR W0DA AFSBN-AFGHANISTAN
BAGRAM AIRBASE
BAGRAM AF
49
0014SH
1
LO
$ 167,249.1300 $ 167,249.13
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: SPPL - IRAQ
AMS CD: 137010AA000
INSPECTION: Origin
ACCEPTANCE: Origin
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W56HZV7257U491
W91EQD
J
DEL REL CD
QUANTITY
001
1
MARK FOR
TP CD
3
DEL DATE
13-MAR-2008
FOB POINT: Origin
SHIP TO: (W91EQD) XR WODA AFSBN IRAQ
LSA ANACONDA
BALAD
0014SJ
IQ
D7G DOZER SPARE PARTS OCONUS CRATING
NOUN: OCONUS CRATING D7 DOZER SPARE
AMS CD: 137010AA000
INSPECTION: Origin
ACCEPTANCE: Origin
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
13-MAR-2008
$
3,379.88
$
3,379.88
0015
NSN: 9999-99-999-9999
0015AA
LO
$ 206,398.64
NOUN: USMC D7G TB/PPLS
PRON: T176F1262T PRON AMD: 01 ACRN: AC
The total amount for $206,398.64 is for the Technical
Bulletin and Provisioning for $163,533.52 and
Reengineering and TB/PPL support for $42,865.12.
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-MAY-2007
$
206,398.64
50
0015AB USMC DATA ITEMS
A003
DRAWING PACKAGE
1
LO
$
** NSP**
$
** NSP**
A004
1
LO
$
** NSP**
$
** NSP**
A005
PER A005 AND C.4
1
LO
$
** NSP**
$
** NSP**
A006
1
LO
$
** NSP**
$
** NSP**
A007
A008
1
LO
$
** NSP**
$
** NSP**
A009
1
LO
$
** NSP**
$
** NSP**
1
LO
$
** N/A **
$
1,000.00
A010
SAFETY ASSESSMENT REPORT
NOUN: USMC D7G SAR UPDATE
DLVR SCH
PERF COMPL
REL CD
QUANTITY
001
1
$
DATE
SEE DD FORM 1423
1,000.00
A011
TECHNICAL BULLETIN (RPSTL)
1
LO
$
** NSP**
$
** NSP**
A012
LOGISTICS MANAGMENT INFORMATION DATA PRODUCTS
1
LO
$
** NSP**
$
** NSP**
A013
LOGISTICS MANAGEMENT INFORMATION SUMMARIES
1
LO
$
** NSP**
$
** NSP**
51
0015AC
PROTOTYPE KIT (AOA CPK)
EA
$ 69,273.48
LO
$ 41,810.45
CLIN CONTRACT TYPE
Cost Contract
NOUN: USMC DOZER-REENGINEERING SUPT
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
30-MAR-2007
$
69,273.48
ADSI will Ship To:
FB4418 437 LOGISTICS READ SQD
CM PHN 843-963-4791
BLDG 610 307 North Graves Ave
Charleston AFB SC 29404-4905
Mark For: OIC SMU IIP SUP BN DEPLOYED
MF MMX160
UIC 42371
FPO AP 96426-2371
0015BT
TRANSPORTATION
NOUN: USMC D7G PROTOTYPE KIT
PRON: T176F1262T PRON: 02 ACRN: AC
PER MOD P00024
$17,073.32 is for transporting 1 D7G dozer with CPK
installed and 10 CPKs under 0015XC from
Hicksville,NY to Charleston, SC.
Delivery Date: 15-May-2007
PER MOD P00025
$24,737.13 is for transporting 22 CPKs under CLIN
0015XB from Hicksville, NY to Charleston, SC.
See CLIN 0015XB for ship to address.
Delivery Date: 11 - 12 Jun 07
11 - 18 Jun 07
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
18-JUN-2007
$
41,810.45
52
0015JA
$ 81,244.80
USMC - CPK INSTALLATION
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: CPK INSTALLATION
PRON: T176F2172T PRON: 02 ACRN: AE
All work required for installation is listed
in Section C.3.14 of the base contract.
DLVR SCH
REL CD
PERF COMPL
QUANTITY
DATE
001
0
$
0015JB
31-DEC-2007
81,244.80
USMC - TRANSPORTATION
LO
$ 75,681.74
LO
$ 14,823.70
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: TRANSPORTATION
Transportation for Dozers after completion of
installation from Hicksville, NY to Albany, GA.
Transportation for Dozers after completion of
installation from Hicksville, NY to Albany, GA.
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-DEC-2007
$
0015PA
75,681.74
PLL PACKAGE
NOUN: USMC D7G PLL PACKAGE-OVERPACK
The price for each PPL package is $1,482.37, the
total of $14,823.70 is for 10 PPL packages.
53
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
15-MAY-2007
$
0015PB
14,823.70
ASL PACKAGE
LO
$ 391,824.60
LO
$
NOUN: USMC D7G - ASL PACKAGE
The price for each ASL package is $78,364.93, the
total price for five ASL packages is $391,824.60.
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
26-JUL-2007
$
0015SA
391,824.60
AUTHORIZED STOCKAGE LIST UPDATE
NOUN: USMC D7G ASL UPDATE
PRON: T176F1262T PRON: 01 ACRN: A
DLVR SCH
REL CD
PERF COMPL
QUANTITY
DATE
1,000.00
001
0
$
0015SB
30-MAY-2007
1,000.00
SPARE PARTS PRICE LIST UPDATE
LO
$
1,000.00
LO
$
1,000.00
NOUN: USMC D7G SPPL UPDATE
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
30-JUN-2007
$
0015SC
1,000.00
PRESCRIBED LOAD LIST UPDATE
NOUN: USMC D7G PLL UPDATE
54
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
30-MAY-2007
$
1,000.00
The following are the ship to addressed for all parts
under 0015SD.
SHIP TO: FY4462 - 437 LRS/LGR DCO
113 S. BATES ST. (BLDG 178)
CHARLESTON AFB, SC 29404-4718
ATTN: PATRICK LOGAN
MARK FOR USMC TMO - EAST
OIF M/F MMX160
AL TAQQADUM AB
HABBANIYAH IQ
ATTN: MEF IIP/CWO-4 MAYFIELD
0015SD
$ 309,573.64
USMC SPARE PARTS
NOUN: USMC D7G-C SPARE PARTS
This amount $309,574.64 includes the OCONUS
crating and transportation from Hicksville, NY
to Charleston, SC.
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
13-SEP-2007
$
0015SE
309,573.64
USMC D7G DOZER SPARE PARTS
LO
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: USMC SPARE PARTS
DLVR SCH
PERF COMPL
$ 373,525.80
REL CD
QUANTITY
DATE
001
0
23-NOV-2007
$
0015SF
373,525.80
$
USMC SPPL TRANSPORTATION AND CRATING
7,369.61
CLIN CONTRACT TYPE:
Firm-Fixed-Price
NOUN: TRANSPORTATION AND CRATING
55
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
23-NOV-2007
$
0015TA
7,369.61
DRAWING PACKAGE
LO
$ 20,720.32
LO
$ 15,000.00
NOUN: USMC D7G DRAWINGS
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-MAY-2007
$
0015TB
20,720.32
LEVEL III TDP
NOUN: USMC D7G TDP LEVEL III
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
30-SEP-2007
$
0015XA
15,000.00
(YR2)
10
EA
$ 74,037.63000 $ 740,376.30
NOUN: USMC D7G CPK(S)
PRON: T176F1012T PRON AMD: 01 ACRN:
AC
CLIN 0015XA is an OPTION quantity which may be
The unit price for additional CPK is $74,037.63 (YR2).
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
001
W81T0H7044F101
Y00000
M
DEL REL CD
QUANTITY
DEL DATE
001
10
09-MAY-2007
MARK FOR
56
TP CD
2
FOB POINT: Origin
SHIP TO:
(Y00000)
0015XB
TO THE SCHEDULED DELIVERY DATE
FOR ITEMS REQUIRED UNDER THIS
REQUISITION.
(YR2)
22
EA
NOUN: USMC D7G CPKS
CLIN 0015XB is an OPTION quantity which may be
The unit price for additional CPKs is $74,037.63
(YR2) unless a discount is granted at time of award.
Per Mod P00024
Option quantity is increased by 124 for a total of
187 CPKs.
Option quantity used under 0010XA 29 each for Army
0010XC 10 each for Army
0015XA 10 each for USMC
0016XA 12 each for Navy
Option quantity unused:
126 each
Per Mod P00025
Option quantity used under 0015XB 22 each for USMC
Option quantity unused: 104 each
$
74,037.63000 $ 1,628,827.86
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
MARK FOR
TP CD
001
W81T0H7096F132
FB4418
J
MMX160
2
DEL REL CD
QUANTITY
DEL DATE
001
002
11
11
12-JUN-2007
18-JUN-2007
FOB POINT: Origin
SHIP TO:
(FB4418)
FB4418
437 LOGISTICS READ SQD
CM PHN 843 963 4791
BLDG 610 307 NORTH GRAVES AVE
CHARLESTON AFB SC 29404-4905
MARK FOR:
0015XC
OIC SMU IIP SUP BN DEPLOYED
MF MMX160
UIC 42371
FPO AP 96426-2371
$
OCONUS CRATING
NOUN: USMC D7G CRATING FOR OCONUS
57
The total amount of $22,015.10 is for 10 CPS crated
DLVR SCH
PERF COMPL
22,015.10
REL CD
QUANTITY
DATE
001
0
02-MAY-2007
$
0015XD
22,015.10
OCONUS CRATING
$
48,433.22
$
32,612.14
NOUN: USMC D7G CRATING FOR OCONUS
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
18-JUN-2007
$
0015XE
48,433.22
PLL PACKAGE
LO
NOUN: USMC D7G PLL PACKAGE -OVERPAC
The amount of $32,612.14 is for 22 PLL Packages overpacks, at $1,482.37 each.
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
18-JUN-2007
$
32,612.14
0016
NSN: 9999-99-999-9999
0016AA
DOZER PARTS #1
LO
$
4,215.86
74,037.63000 $
888,451.56
NOUN: AOA-D7G DOZER PARTS
AMS CD: 51108992014
58
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
19-JUL-2007
$
0016XA
4,215.86
(YR2)
12
EA
NOUN: NAVY D7G CPK(S)
PRON: R166F2092T PRON AMD: 01 ACRN: AD
CLIN 0016XA is an OPTION quantity which may be
The unit price for additional CPK is $74,037.63
(YR2).
$
DOC
SUPPL
REL CD
MILSTRIP
ADDR
SIG CD
MARK FOR
001
W81T0H7047F209
Y00000
M
2
DEL REL CD
QUANTITY
DEL DATE
001
12
16-MAY-2007
TP CD
FOB POINT: Origin
SHIP TO:
(Y00000) SHIPPING INSTRUCTIONS FOR
CONSIGNEE
REQUISITION.
SHIP TO ADDRESS:
For the (7) D7G AoA kits going to Kuwait
SHIP TO: DoDDAC: W91992
Army Feild Support Battalion
Kuwait (AMC LSE SWA Kuwait)
POC: Phil Jordan, Cell: 720.0594
Email: philip.wayne. jordan@us.army.mil
CAMP Arifjan, KUWAIT
APO: 09366
APO: AE 09391
For the (5) D7G AoA kits going to Port Hueneme, CA
DoDDAC: N62583
NAVAL Facilities Expeditionary
Logistics Center (NFELC)
c/o NBVC Supply,
Bldg 801
1000 23rd Ave
POC: CMC (SCW) Shawn Hollister 805.982.3157
59
0016XB
NAVY VERSION/DOZER CPK
$
37,824.64
NOUN: TRANSPORTATION & RE-ENGINEER
This amount includes reengineering, transportation
from Hicksville, NY to Gulfport MS, material and
installation costs; and an addendum to the
installation instruction to incorporate the added
tasks involved in dismantling the cold weather cab.
The dozer with CPK installed will be shipped to:
Naval Constructions Battalion Center
Gulport, MS 39501-5001
POC: Jim Todd (228) 871-3855
or: Greg Stanly (228) 871-3856
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
31-AUG-2007
$
0016XC
37,824.64
OCONUS CRATING
LO
NOUN: NAVY D7G CRATING FOR OCONUS
The total amount of $26,418.12 is for 12 CPKs to be
crated for OCONUS at $2,201.51 each.
$
26,418.12
DLVR SCH
PERF COMPL
REL CD
QUANTITY
DATE
001
0
09-MAY-2007
$
26,418.12
60
DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
SECTION C
Scope of Work
Combat Engineer/Material Handling Equipment Crew Protection Kit
C.1 Purpose and Scope:
The Government has an immediate requirement to provide an Add on Armor (AoA) Crew Protection Kit (CPK) for the D7G Dozer. The
CPK shall apply to both models of the D7G (winch/ripper). The threat level that needs to be protected against is direct small arms fire
(7.62mm LPS rounds) and improvised explosive devices (20mm Fragment Simulating Projectiles (FSP)) for both opaque and
transparent armor. This statement of work describes the outcomes the contractor is required to achieve. As directed by individual
delivery orders, the contractor shall design, develop, build prototypes, provide test support, and produce AoA CPKs for this contract:
C.1.1 The contractor is required to have access to classified information. The contractor shall have established the appropriate facilities
and management controls up to the secret level. The contractor personnel assigned to this effort shall have valid secret level security
clearances and have experience in the areas of armor, and survivability. A DD Form 254, Contract Security Classification Specification
is included in Attachment 001. Attachment 002 to the contract is the supporting memorandum for the DD form 254, Contract Security
Classification Specification.
C.2 CPK Integration Effort:
The contractor shall develop a CPK comprised of replaceable opaque and transparent armor pieces, a substructure and mounting
provisions for the armor, and modifications to the parent vehicle or additional equipment as necessary to meet safety, human factors, and
vehicle performance requirements. The designs shall consider:
-Minimizing impact on the operation and effectiveness of the vehicle/system.
-Maximizing commonality of hardware and minimizing number of installation tools. Attached is a link on AKO which
contains parts lists and components which are currently being used on Army Tactical vehicle AoA efforts <https://www.us.army.mil/
suite/folder/1123218>. The contractor must have an Army AKO login ID to access this webpage.
-The use of proven materials, processes and techniques to minimize test requirements.
-Maintenance using only the tools found in the general mechanics tool kit and equipment available at unit level (NSN for the
General Mechanics Tool Kit, Auto is 5180-00-177-7033).
C.2.1. Lessons Learned:
are Attachment 003 to this award document entitled: Lessons Learned on Tactical Wheeled Vehicle Armor Kit Designs.
C.2.2 Protection Level
C.2.2.1 The CPKs shall be designed to provide ballistic protection against direct small arms fire (7.62mm LPS rounds) and improvised
explosive devices (20mm Fragment Simulating Projectiles (FSP)) for both opaque and transparent armor. The materials which shall be
used are listed in Attachment 004.
C.2.2.2 The CPK shall be designed to provide maximum coverage for the occupant. Ballistic gaps that may be necessary to allow passthrough routings for items such as driver controls, electrical harnesses and hoses shall be minimized.
C.2.3 Trade-Off Analysis: The contractor shall perform a trade-off analysis. The analysis shall include: an engineering assessment of the
impact of the CPK to the vehicle and their subsystems performance (for example: track system, suspension, drive train, hydraulics,
electrical power, air conditioning system) relating to speed, dozing capability, center of gravity, vehicle reliability, vehicle
maintainability, visibility, transportability, and safety. The contractor shall also estimate differences between the vehicle pre-AoA CPK
performance capabilities and post-AoA CPK performance capabilities and propose measures to mitigate degraded performance. The
contractor shall deliver the trade-off analysis in a form that identifies the safety, risk, and cost impacts in accordance with CDRL A001.
C.2.4 Kit Design:
C.2.4.1 The contractor shall design the CPK to be integrated onto the vehicle. The purpose of a CPK is to maximize crew survivability
and protection in the event of direct small arms fire or IED attack. The design effort shall include the use of 3-D CAD models,
preferably using software compatible with Pro-Engineer \ae, to minimize the need for multiple physical mock-ups. The Government
will provide a list of file formats that are translatable to Pro/E if requested.
C.2.4.2 The design of the CPK shall include opaque armor, transparent armor, armor support provisions, doors with latching
as necessary for safe operation (e.g. longer wiring harnesses, hoses, etc.).
C.2.4.3 The CPK shall include means to cool the operator. The operators station shall not exceed 80 degrees F with the armor applied,
with an ambient temperature of 120 degrees F, at 25 percent relative humidity. It will be tested IAW SAE J1503. This requirement may
be met with a combination of:
-Existing cooling and ventilation systems.
-Insulation.
C.2.4.4. Falling Object and Roll-Over Collapse Resistance. The machines original falling object protection shall not be degraded by the
C.2.4.5 The government will evaluate MANPRINT using MIL-STD-1472F Department of Defense Design Criteria StandardHuman
-Noise (at the operators station)
-Toxic fumes (at the operators station)
-Accessibility of controls
-Visibility (specifically for the ability of the operator to carry out mission functions with a minimum of degradation)
-Ingress and egress
-Operator contact with hot surfaces
-Operator ability to communicate with ground guides.
C.2.4.6 NBC protection. There are no requirements for NBC protection on vehicles fitted with a CPK. There are no Electromagnetic
61
C.2.4.7 Combat Lock. Doors shall incorporate a device that allows the door to be secured from the inside. The combat lock shall prevent
the door from being opened from the outside by enemy personnel and by the force of an IED explosion. An override shall be provided
so that emergency personnel outside the cab can open the door.
C.2.4.8 The contractor shall minimize ballistic gaps to the maximum extent practical when the CPK is installed onto the vehicle. Joints
and attaching hardware shall be designed to resist separating under blast pressure.
C ..2.4.9 Transportation.
C.2.4.9.1 Transportation Analysis. The contractor shall identify the changes to limitations on transportability of the systems when
equipped with the CPK compared to the original D7G. The Contractor shall provide data analysis to support the Government; showing
how the vehicles with AoA CPKs will meet the air, highway, rail and marine (sea lift and amphibious) transportability requirements.
The information shall also include an analysis and description of vehicle preparation procedures and average times to complete for
transportability. This information shall be included in the trade off analysis.
C.2.4.9.2 Transportability Data Plate. The contractor shall provide a data plate using MIL-STD-209K, as guidance. The information
shall include lifting and tie-down provisions, Gross Vehicle Weight (GVW), vehicle dimensions, weight distribution, length, width,
height, approach/departure angles, ramp crest angle, axle loads and locations, Center of Gravity (CG) at GVW.
C.2.4.10. RADIO FREQUENCY IDENTIFICATION TAG (RFID):
C.2.4.10.1 Contractor shall attach a GFE Radio Frequency Identification Tag on all shipments.
C.2.4.10.1.1 The contractor shall obtain RFID tags from the Defense Distribution Center (DDC) at New Cumberland, PA. DDC will
create the tags and express mail them to the contractor for inclusion on the AoA CPK. In order for the DDC to prepare the tags, the
information below must be emailed (delivery@ddc.dla.mil) to DDC no later than 3 days before shipment. Also include the mailing
address to which the DDC is to send the tags. The contact number for DDC is 800-456-5507.
C.2.4.10.2 RFID Tag Required Elements
Ship from DODAAC
Enter Shipper DODAAC (SC3103 is DDC)
Ship to DODAAC
Consignee (DODAAC)
Mark For DODAAC
Consignee (DODAAC)
Ultimate Consignee
Consignee (DODAAC)
Priority
Required Delivery Date
Required Delivery Date at Customer
Mode
Carrier Code
Ownership SCAC
Container Number
Vessel Name
Scheduled Sail Date
POE/APOE
POD/APOD
Container TCN
Seal Number
Bill of Lading Number
Contract Number
National Stock Number
Nomenclature
Declared Value
Quantity
Unit of Issue
Condition Code
NMFC
Commodity Codes
# of Sea vans Requested
Container Size
Type Container
Estimated# of Pieces
NOT Quantity from MRO
4-digit Alpha Code (Preferred Ocean Carrier)
4-digit Alpha Prefix from Container
Enter Info from Vendor, or Applied by DDC
For Air Shipments
Enter NSN Total Price
For Air Shipments
Enter total# Seavans This Shipment (Usually One)
Size Container Requested (20=20-ft Seavan)
Dry or Freeze (Refrigerated Container)
Enter# Pieces Loaded in Container;
(6 = 6 Pallets)
C.2.5 Prototype Fabrication and Testing:
C.2.5.1 Prototype Automotive Tests. The contractor shall build and install prototype CPK on the D7G tractors provided. The automotive
test will consist of performance tests (e.g. braking, gradeability) and durability. The contractor shall provide on site technical assistance
at the APG, MD test site to support CPK during the automotive testing. The contractor shall repair or replace kit parts that fail during
testing and resolve any other CPK issues at no cost to the Government.
C.2.5.2 Material for Kits. See Attachment 004, Armor Materials.
C.2.5.3 Prototype CPK Ballistic Tests. The contractor shall provide one (1) set of the operating door side assembly, including opaque
armor, transparent armor, hinges, latching hardware, and support structure. The Government may test the contractor provided door
assembly in order to verify ballistic performance of the CPK design per the requirements stated in C.2.1 as well as kit integration.
Fasteners and gaps will be evaluated. The contractor shall provide support to the CPK at APG, MD during government tests. C.2.6
Drawing Packages. The contractor shall deliver feature-based parametric 3D models along with its 2D associated drawings in ProEngineer
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format, in accordance with CDRL A003. The Government will provide a drawing package and installation instructions, which will be
used as samples for format and content (See Attachment 005) . Prior to delivery to the government, the Contractor may maintain the
drawing package in its own format.
C.2.7 Technical Data Package (TDP). The TDP shall meet the requirements of MIL-DTL-31000C and will be in accordance with
ASME Y14.41, in accordance with CDRL A004 (DI-SESS-81000C). Drawings shall be in a format compatible with Pro-Engineer when
delivered to the Government. Prior to submission to the Government, the Contractor may maintain the TDP in his own format.
C.2.8 Part Numbers. For the delivered data packages as described in C.2.5 and C.2.6, the Government will provide part and drawing
numbers.
C.3 Production Effort:
C.3.1 Hardware
C.3.1.1 The contractor shall produce the CPK that conform to the configuration approved by the Government at the conclusion of all
C.3.2 Kit Assembly
C.3.2.1 Packaging. To the extent practicable, the contractor shall organize the packaged kits to allow sequential removal in the order
damage during transport, using best commercial packaging practices. The contractor shall ensure that packaged kits are loaded on
pallets, and packaged in ISO containers marked with the RFID tags (C.2.3.10).
C.3.2.2 Each kit shall contain (over packed) one set of installation instructions, operating instructions and maintenance instructions.
Each kit shall also contain 10% additional attaching hardware. Additionally a packing slip will be affixed to the CPK shipping
container, in accordance with Attachment 006, Information Memorandum No. 05-077 from http://guidebook.dcma.mil/61/
dc05-077.htm.
C.3.2.3 Storage. Until the Government directs shipment, the contractor shall store the CPK(s) for a period of up to 60 calendar days
after acceptance. During this period, the kit(s) shall be stored at no additional cost to the Government.
C.4 Installation Instructions:
C.4.1 The contractor shall develop, validate, and provide installation instructions as described below. Instructions shall be developed for
the CPK, in accordance with CDRL A005.
C.4.1.1 The instructions shall be in a contractor format that is consistent with US Army Technical Bulletin format, per MILSPEC-40051.
C.4.1.2 The instructions shall be in the form of start step to end step instructions. The instructions shall be written to maximize the
instructions shall be written so that the kits can be installed at Army organic (unit) level. The contractor shall advise the Government of
the date of validation seven days prior to validation.
C.4.1.3 The instructions shall contain clear illustrations of each step. Hardware and other items, which could be installed backwards,
shall be clearly shown in the proper orientation. The use of color digital photos and line art is acceptable. The after installation condition
of the vehicle shall be clearly illustrated.
C.4.1.4 The instructions shall contain an Illustrated Parts Breakdown (IPB) of all components, assemblies and hardware. The IPB shall
(RPSTL), in accordance with MIL-SPEC-40051.
C.4.1.5 Instructions shall include notes, cautions and warning statements as appropriate. In particular, the proper handling, storage and
C.5 Technical Publications: Construction / Materiel Handling Equipment, Crew Protection Kit (CPK) Technical Bulletin (TB) and Parts
Provisioning List (PPL):
C.5.1.0. A Start of Work meeting for logistics support, to include publication and provisioning efforts shall be held within 15 days of
contract modification award. The government will host the meeting at the PM Combat Engineer/Material Handling Equipment (PM CE/
MHE) offices in the Detroit metropolitan area OR at the local contractor/subcontractor office.
C.5.1.1 The Contractor shall prepare, validate and deliver a separate Crew Protection Kit (CPK) Technical Bulletin (TB) to support the
use, operation, maintenance, parts and installation and removal of the unique CPK as applied to the respective vehicle
system(s) identified in Section B.
C.5.1.2. The Technical Bulletin(s) shall be prepared in accordance with Exhibit General Publication Requirements and Exhibit Repair
Parts and Special Tools List Requirements, MIL-STD 40051-2 and MIL-HDBK 1222C. The MIL-STD and MIL-HDBK are available at
www.logsa.army.mil <http://www.logsa.army.mil>. The CPK TBs shall include CPK installation and removal instructions, Operators
instructions, Unit and Direct Support Maintenance and related Repair Parts and Special Tools List (RPSTL) data. The Commodity
Command Standard System (CCSS) based RPSTL data shall be included in the TB x-xxxx-xxx-xx&x as part of the Supporting
Information Chapter/work package.
C.5.1.3. The CPK TB shall include an Operator and a separate Unit Maintenance Preventive Maintenance Checks and Services (PMCS)
changes. All other (non CPK) operator and maintenance instructions and RPSTL data shall be supported by references to the non CPK
vehicle TM series. The contractor shall be responsible for all changes to the CPK TB and as applied to the vehicle configuration
resulting changes from testing and reviews; changes shall be at no additional cost to the government.
C.5.1.4. All CPK instructions shall be in the form of fully illustrated, detailed start step to end step instructions. The CPK installation
instructions shall be written to maximize the efficiency of the installation process. The detailed removal instructions shall be in the same
form as the installation instructions. Simply stating reverse the installation instructions or similar is not acceptable. The step by step
installation and removal instructions shall be included in the back of the CPK TB as part of the Supporting Information Chapter. The
installation and removal instructions shall be part of the combined VAL/VER effort.
C.5.1.5. All instructions shall contain clear illustration of each step. Instructions shall include required modification dimensions or
the TB.
C.5.1.6. Previously delivered data: Installation instructions that were developed, validated and delivered under CDRL A005 may be
the contractor has records supporting such action the
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installation instructions need not be physically performed again. The contractor shall insure that such data is accurately incorporated
into the CPK TB. If not part of the instructions, complete, illustrated step-by-step removal instructions must still be developed and
validated as part of the CPT TB effort under CDRL A011.
C.5.1.7. Combined Validation and Verification:
C.5.1.7.1. The Contractor shall physically validate 100% of the TB/ETM delivery; this includes the kit installation (if not previously
Val/Verd) and removal instructions to be included in the CPK TB. All TB data and instructions shall be concurrently verified by the
effort.
C.5.1.7.2. The Government reserves the right to perform a separate Verification for accuracy, usability, safety and incorporation of any
C.5.1.8. Delivery. Contractor shall prepare and deliver paper, digital (Adobe Acrobat 5.0 or higher .PDF ETM) and editable files with
C. 5.1.9. Contractor should make maximum use of existing text and line drawings in the Operators, Maintenance and RPSTL vehicle
system manuals. See LOGSA website in C.5.1.2 above; the TMs for the vehicle systems listed in section B above are available. If the
C.5.1.10. All TB, ETM and editable file materials will be delivered transportation cost prepaid. Delivery will be made to the
Commander, US Army Tank-automotive and Armament Command (TACOM), ATTN: AMSTA-LC-CJL, and ATTN: AMSTA-AQADEC, Warren Michigan 483197- 5000, unless notified otherwise. Material shall arrive at its destination no later than the delivery date
scheduled on the respective CDRL. Packaging shall be adequate to assure delivery without damage. Material may be hand-carried by
the contractor if so desired at no additional cost to the Government.
C.5.1.11. Contractor shall provide an unrestricted copyright release for each TB delivered and insure that the government has the right
to use and distribute the related ETMs and electronic data files over the internet.
C.5.1.12. The TB Distribution Restriction Statement for the front cover and Title Block Page shall be: DISTRIBUTION STATEMENT
C: Distribution authorized to US government agencies and contractors associated with PEO CS&CSS TACOM Life Cycle Management
Command (LCMC) locations or providing support to the TACOM LCMC and community partners IAW AR 530-1. For Official Use
Only (FOUO) caveat is assigned so as not to place US personnel at risk, or compromise security procedures, or DOD information
(Critical/Technology). This determination was made November 4, 2005. This document is not releasable to the public or media. Destroy
by shredding or tearing to make unreadable, when no longer needed. This document should not be sent over the INTERNET
unencrypted, or posted to any public website. Other requests for this document shall be referred to PEO CS&CSS (David Busse, 586
574-5497). Mail: PEO CS&CSS, ATTN: SFAE-CSS-TV, 6501 EAST 11 mile Road, Warren MI 48397.
C.5.1.12.1. The contractor shall destroy all paper copies and electronic files upon government acceptance of final publication
deliverables.
C.5.1.12.2. If the contractor sends the CPK TB via INTERNET, the TB must meet FIPS 140-2 Encryption Standard.
C.5.2 Provisioning: The contractor shall develop and deliver Logistics Management Information (LMI) (Provisioning Parts List {PPL}
(036 Report acceptable) data for each Crew Protection Kit (CPK) for the respective vehicle system(s) identified in Section B. The
contractor shall use this data to update the current Provisioning Master Record (PMR) database for each system. A Start of Work/
Provisioning Guidance Meeting shall be held at TACOM no more than 30 days after contract award.
All provisioning documentation, called LMI Summaries, shall be delivered in accordance with CDRL A013. Documents applicable for
use in identification, content, format, delivery and related guidance for this data:
MIL-PRF-49506, Performance Specifications, Logistics Management Information (LMI), 11 Nov 96
MIL-HDBK-502, Acquisition Logistics Handbook (for reference only)
The contractor shall provide Logistic Management Information (LMI) data for all parts on each system CPK. Associated provisioning
data (drawings) shall be provided for the top level assembly (kit) drawing or illustration and all parts. All LMI provisioning data shall be
prepared in accordance with DI-ALSS-8159, DI-ALSS-81530 and the attached PMR Data Requirements sheet.
For industry standard common hardware include descriptive nomenclature. Make from items made from industry standard components
shall include additional descriptive nomenclature. Examples of additional descriptive information include, at a minimum, the physical
dimensions and all classifications (i.e. hardness, grade, thread type, surface finish, coatings, industry specifications and etc.). Common
hardware includes nuts, bolts, washers, O-rings, cotter pins, C-clips, clevis pins, lamp bulbs, etc.
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LMI data shall be capable of being loaded into the Government PMR without any modification to the data. CCSS has various methods
by which the Contractor can deliver provisioning data and each will be discussed at the SOW. Contractor shall correct rejects within 30
days after notification of problems.
C.5.2.1 Provisioning Data Products (Drawings): Provisioning drawings shall consist of company drawings or commercial parts book
pages that clearly identify each item and its part number, to include a top level assembly (kit) drawing or illustration. Drawings shall be
annotated with the appropriate Provisioning Contract Control Number (PCCN) and Provisioning Line Item Sequence Number (PLISN)
for that part number. The contractor shall furnish a drawing either hard copy or electronically that is legible and representative for each
new part in accordance with CDRL A012 (EDEP).
C.5.2.2 Provisioning Screening: The contractor shall conduct provisioning screening on each item on the PPL for standardization or
NSN identification. This screening will be used to select valid part numbers, NSNs, and current unit of measure/issue prices for
provisioning purposes. The contractor shall screen common hardware items (nuts, bolts, screws, washers, lockwashers, rivets, etc.) by
technical characteristics. The screening results must be available for review at each provisioning conference. The contractor shall
conduct provisioning screening using FLIS, WEBFLIS, FEDLOG or by batch submittal part numbers to DLIS. HAYSTACK is no
longer acceptable for provisioning screening. For additional information on FLIS and batch submittals to DLIS, refer to the
Provisioning Screening User Guide located on the internet at www.dlis.dla.mil <http://www.dlis.dla.mil/>. For additional information on
WEBFLIS, go to www.dlis.dla.mil/WebFlis <http://www.dlis.dla.mil/WebFlis>. There are two versions of WEBFLIS: Public Query and
Restricted/Sign-on. Anyone with access to the Internet may access the Public Query version. The Restricted/Sign-on version requires a
valid userid/password to access the system. Userids may be obtained by filling out a registration form. The registration forms are found
on the DLIS web site. After accessing the Home Page, go into the Forms and Publications section and select the registration form for
WEBFLIS. There are two forms available - one for government workers and one for government sponsored contractors.
C.6 Field Service Representative (FSR). The contractor shall provide a FSR for installation and post-installation support of the CPK in
CONUS and Southwest Asia (e.g. Iraq, Afghanistan, and Kuwait). A maximum of five FSRs will be required for this effort. This
support shall begin at installation and extend for two years afterwards. The contractor shall be notified by the PCO concerning the need
for FSR support.
C.6.1 The contractor shall be responsible for arranging the FSRs entry to the military facilities and gaining access to the equipment. The
contractor will coordinate CRC rotation through PEO CS&CSS (See attachment 007, CRC information for AoA).
C.7 Spare Parts:
C.7.1 Authorized Stockage List (ASL): Within 30 days after Critical Design Review (CDR), the contractor shall submit an initial ASL
(recommended support for 365 days) to the Government. Within 10 days after successful prototype testing, the contractor shall submit
the final ASL to the Government for approval, in accordance with CDRL 007.
C.7.2 ASL Delivery: The contractor shall provide the items described by the final ASL for each CPK system. The Government is
allowing the contractor to use their experience and knowledge of spare parts to determine a fair estimate of materials, but the ASL items
provided shall not include armor of any type. The ASL items shall be separately packaged, using best commercial practice, FOB origin.
C.7.3 ASL Storage: Until the Government directs shipment, the contractor shall store the ASL for a period of up to 60 calendar days
C.7.4 Spare Parts Price List (SPPL) Thirty (30) days after the Critical Design Review (CDR), the contractor shall provide a priced list of
spare parts that may be required to support the AOA CPKs. Firm prices for these items will be negotiated and incorporated into the
contract.
C.8 Opaque Armor Special Requirement
The contractor shall purchase and identify the opaque armor by lot. Each production lot from a vendor shall be tested for
conformance with the ballistic requirements by the Government at Aberdeen Test Center. The contractor shall provide a test report
detailing conformance, in accordance with CRDL A002.
C.9 Quality Program:
C.9.1 The contractor shall utilize a Quality Program that, as a minimum, meets the requirements of ISO 9001-2000. The quality
program shall include: quality plan, inspection requirements, record keeping, control of processes (especially welding and painting), and
control of discrepancies (identification, investigation, corrective action and disposition of non-conforming items). All work performed
under this contract shall be conducted by qualified personnel in accordance with best commercial quality standards.
C.9.2 Welding: Welding and weld inspection shall be performed in accordance with AWS D1.1 Structural Welding Code, Steel and
C.9.3 Surface Treatment and Finish Requirements: All metallic components shall be protected against corrosion by their material
environment during storage and after installation shall be protected. Metallic items shall be painted on all surfaces. Non-metallic items
shall be painted as necessary to prevent degradation due to environmental effects and for camouflage purposes. All paint shall be
Chemical Agent Resistant Coating (CARC). Paint shall be applied in accordance with MIL-DTL-53072C or drawing 19207-12420325.
C.9.3.1 Fasteners: Fasteners supplied in the CPK (e.g. bolts, screws, washers and nuts) need not be pre-painted. The kit assembly
C.9.3.2 Kit components shall be painted Tan 686, color number 33446 in accordance with FED-STD-595B.
C.9.3.3 Post-assembly Surface Treatment. The contractor shall identify special cleaning and maintenance procedures necessary to
C.9.4 Final Inspection Report (FIR) : The contractor is responsible for performing all inspections as specified in the control plan. Each
CPK shall be subjected to a complete final inspection by the contractor utilizing a contractor-developed and Government-approved FIR,
in accordance with CDRL A006. The FIR shall be based upon the successfully tested prototype configuration. The Government, at its
option, may elect to witness and/or participate in the contractors final inspection.
C.9.5 Deficiencies: The contractor shall rectify discrepancies prior to Government acceptance of any item.
C.10 Program Reviews and Documentation:
C.10.1 Start of Work Meeting. Not later than 7 days after contract award the Government will host a start of work meeting at the PM
Combat Engineer/Material Handling Equipment (PM CE/MHE) offices in the Detroit metropolitan area. At the start of work meeting,
the contractor shall present a process management plan (including tools, collaborative environment, modeling and simulations as
applicable) for the CPK, in accordance with CDRL A008. The contractor shall provide a detailed Time Phased Critical Path (TPCP) for
the vehicle system in the contractors own format. The Preliminary Design Review (PDR) date will be established at the start of work
meeting.
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C.10.2 The contractor shall conduct a weekly teleconference with the COR, the PM CE/MHE leadership, and/or any/all other CE/MHE
armor matrix team members via VTC or teleconference. The contractor shall submit the minutes from the weekly teleconferences to the
contracting office within 48 hours in their own format, in accordance with CDRL A009. The contractor shall immediately report to the
Government lead-time issues that may impact schedule. The contractor will make recommendations for alternate approaches.
C.10.3 Preliminary Design Review (PDR). Prior to the start of detailed design, the contractor shall conduct a PDR at the contractors
facility. The contractor shall provide an overall plan (TPCP), general design strategy, and a mock-up of the proposed operators
field¬of-view area for the system. The Government will review the proposed field-of-view area during the PDR, prior to the fabrication
of the prototype CPK. The type of mock-up (computer model, wood, paper, etc.) shall be determined by the contractor and reviewed by
the Government at the start of work meeting. The Government will provide a subject matter expert (SME) to perform the evaluation.
The contractor shall proceed with the proposed PDR plan, if the government does not respond within 48 hours of the completion of the
PDR. If the contractor needs to purchase materials before the PDR, a written request for permission must be submitted to the PCO for
approval. The contractor remains responsible for any design or hardware changes resulting from the CDR and/or prototype testing.
C.10.4 Critical Design Review (CDR). Prior to the start of the prototype fabrication/assembly, the contractor shall conduct a CDR no
later than 14 days after PDR. The CDR shall be conducted at the contractors facility. The contractor will present the trade-off analysis at
the CDR. The contractor shall proceed with the proposed CDR plans and may fabricate prototype and production kits, if the
Government does not respond within 48 hours of the completion of the CDR. The contractor remains responsible for any design or
hardware changes resulting from the prototype testing.
C.10.5 If required, the contractor shall host a pre and post ballistic test meeting at the contractors facility.
C.11 Safety:
C.11.1 The contractor shall submit a Safety Assessment Report (SAR) to the Government for the CPK, in accordance with CDRL A010.
The report will identify the hazards resulting from the application of the CPK, the likelihood of occurrence, the severity of resulting
injury/ damage and the mitigation actions taken. Hazards that have severe consequences and cannot be eliminated by design changes
shall be clearly identified. The draft report shall be submitted at the systems Critical Design Review. Thirty days after contract award,
the Government reviews and provides comments 15 days after receiving draft report. The final draft is due back to Government 15 days
after Government review. An assessment of vehicle stability and an estimation of operational limitations resulting from the addition of
the AoA CPK shall be included in the report.
C.11.2 The contractor shall provide cautions and warnings for the AoA CPK, to be affixed onto the inside of the vehicle, during
C.12 Government Furnished Material (GFM). The Government will provide to the contractor two (2) D7G tractors (one with ripper and
one with winch) for the design and integration effort. The contractor shall be responsible for shipping these systems from Selfridge Air
National Guard Base (SANGB) Michigan to his facility. The contractor shall be responsible for shipping these systems from his facility
to the test facility at Aberdeen Proving Ground, MD. The contractor is responsible for ensuring that the Government-furnished vehicle/
equipment is not damaged in transit.
C.13 Contracting Officers Representative (COR). The COR is an individual designated in accordance with DFARS 201.60202 and is
authorized in writing by the contracting officer to perform specific technical functions. The Procuring Contracting Officer will designate
a COR upon contract award. The contractor will receive a copy of the written designation after contract award that will specify the
extent of the CORs authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or
changes that will affect price, quantity, delivery or any other term or condition of this contract.
C.14.1 Installation of Add on Armor (AoA) Kits
C.14.1.1. Installation Requirements. The Contractor shall provide qualified and experienced personnel to install Add-on Armor (AoA)
C.14.1.2. The contractor shall install the AoA kits produced under this contract in accordance with the Government approved
installation instructions (CRDL 005) The Government will provide quality assurance oversight of kit installation.
C.14.1.3. The contractor shall provide adequate work facilities and all materials and equipment required for AoA kit installation. The
C.14.1.4. The contractor shall install kits at a rate of no less than one (1) vehicle per day. The contractor is authorized to accelerate this
rate.
C.14.1.5. The contractor shall comply with all provisions of paragraph 3.9 through 3.9.5.
C.14.1.5.1. Final Inspection Report (FIR) for installed AoA: The FIR shall detail the AoA kit condition, any damage to the vehicle as a
standard.
C.15 New Equipment Training (NET) Development Support
C.15.1 The government will use a NET contractor to develop training on all the Add on Armor (AoA) Crew Protection Kits (CPK)
produced by American Defense Systems, Inc. (ADSI). ADSI (the CPK OEM) shall support the NET contractor in his efforts to develop
and deliver training on all the AoA CPKs. ADSI shall provide the NET contractor all necessary source data and documentation for AoA
CPK installation instructions and technical bulletins within 72 hours of being notified by the contracting officer. Source data and
documentation shall be provided in electronic format. The CPK OEM shall be available to explain the contents of these documents with
the NET contractor. ADSI shall allow the NET contractor access to the AoA kitted vehicles being used for TB/PPL development within
48 hours of being notified by the contracting officer. Access shall include visual inspection of the AoA kitted vehicle and discussion
with TB/PPL developers.
C.15.2 ADSI shall participate in NET development conferences upon notification from the contracting officer.
16. Scope of work for the D7G Dozer with Enclosed Cab Add on Armor (AoA) Crew Protection Kit (CPK)
16.1 Purpose and Overall Scope of Work: This statement of work describes the outcomes the contractor is required to achieve. The USN
and USMC employ the D7G Dozer with an enclosed cab. As directed by modification P00024, the contractor shall make the necessary
modifications to the design of the D7G Dozer Add on Armor (AoA) Crew Protection Kits (CPK) developed under CLINs 0015 and
0016 to allow it to be integrated on a USN/USMC D7G Dozer, build a prototype, produce, and develop installation instructions and a
Technical Bulletin.
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16.2 Transportability Data Plate: The contractor shall provide a data plate per MIL-STD-209K, with each kit. The information shall
16.3 Prototype and Fabrication:
16.3.1 Prototype. The contractor shall build and install a prototype CPK on the USN/USMC D7G Dozer systems provided. The
prototype kit will be used to validate and verify (val/ver) the Technical Bulletin and the Final Inspection Report (FIR).
16.4 Drawing Packages. The contractor shall deliver feature-based parametric 3D models along with its 2D associated drawings in ProEngineer format, in accordance with CDRL A003. The Government will provide a drawing package and installation instructions, which
will be used as samples for format and content (See Attachment 003). Prior to delivery to the government, the Contractor may maintain
the drawing package in its own format.
16.5 Technical Data Package (TDP). The TDP shall meet the requirements of MIL-DTL-31000C and will be in accordance with ASME
Y14.41, in accordance with CDRL A004 (DI-SESS-81000C). Drawings shall be in a format compatible with Pro-Engineer when
16.6 Part Numbers. For the delivered data packages, the United States Navy and United States Marine Corp will provide part and
drawing numbers.
17. Production Effort:
17.1 Production of the remaining kits on the USN/USMC D7G Dozer shall not commence until written approval is granted by the
Contracting Officer.
17.2 The contractor shall produce USN/USMC D7G Dozer CPK that conform to the configurations approved by the government upon
delivery of the drawing package per section 16.4. All kits shall be fabricated to this configuration unless otherwise directed, in writing,
by the PCO.
17.6 Technical Publications: The contractor shall update the D7G Dozer Technical Bulletin (TB) and Parts Provisioning List (PPL) to
reflect modifications to the D7G CPK to allow integration on the USN/USMC D7G. The USN/USMC D7G Dozer Bulletin (TB) and
Parts Provisioning List (PPL) shall conform to section C.5 Technical Publications: Construction / Materiel Handling Equipment, Crew
Protection Kit (CPK) Technical Bulletin (TB).
17.7 Spare Parts and the Authorized Stockage List:
17.7.1 Authorized Stockage List (ASL). Within 60 days of the D7G with enclosed cab AoA order being issued, the contractor shall
submit an initial ASL (recommended support for 365 days) to the Government, in accordance with CDRL A007. Within 10 days after
successful prototype testing, the contractor shall submit the final ASL to the Government for approval.
17.7.2 ASL Delivery. The contractor shall provide the items described by the final ASL for the D7G with enclosed cab AoA CPK
system. The Government is allowing the contractor to use their experience and knowledge of spare parts to determine a fair estimate of
materials, but the ASL items provided shall not include armor of any type. The ASL items shall be separately packaged, using best
commercial practice, FOB origin. Shipping of the ASL shall begin within 75 days of final ASL approval.
17.7.3 ASL Storage. Until the Government directs shipment; the contractor shall store the ASL for a period of up to 60 calendar days
17.7.4 Spare Parts Price List (SPPL). Within 90 days of the USN/USMC D7G Dozer delivery order being issued, the contractor shall
provide a priced list of spare parts that may be required to support the AoA CPKs, in accordance with CDRL A007. Firm prices for
these items will be negotiated and incorporated into the contract. Delivery for the Spare Parts shall begin 150 days after the final pricing
is negotiated and incorporated into the contract.
17.8 Government Furnished Material (GFM):
17.8.1 The Government will provide to the contractor a D7G Dozer with enclosed cab for installation of the AoA CPK val/ver prototype
kit. The contractor shall be responsible for shipping the system from his facility to the technical bulletin sub-contractors facility. The
contractor is responsible for ensuring that the Government-furnished vehicle/equipment is not damaged in transit. The contractor is
responsible for the safekeeping of the vehicle.
18. Scope of Work for the Navy Dozer ADD on Armor Crew Protection Kit.
The contractor shall perform a design assessment to determine the required modifications to the D7G CPK to ensure its installation on
the US Navy version of the D7G dozer. The modifications shall not degrade vehicle operation, maintenance, safety or survivability
characteristics of the CPK. The contractor shall validate the design assessment by installing a modified D7G dozer. The navy will
approve the CPK design modifications and installation on the D7G dozer. A Navy D7G dozer and D7G CPK will be provided as GFE.
At the direction of the PCO, the contractor shall ship the Navy D7G dozer with CPK to the following location:
Naval Constructions Battaloion Center
Gulfport, MS 39501-5001
POC: Jim Tod (228) 871-3855 or Greg Stanly (228)871-3856
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DELIVERIES OR PERFORMANCE
Regulatory Cite
1
52.211-11
Title
Date
LIQUIDATED DAMAGES - SUPPLIES, SERVICES, OR RESEARCH OR
DEVELOPMENT
SEP/2000
(a)
If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor
shall, in place of actual damages, pay to the Government liquidated damages of EQUAL IN VALUE TO
% OF THE VALUE OF
THE ITEMS LATE FOR DELIVERY WHEN THE DELAY HAS EXCEEDED 30-CALENDAR DAYS. [to be negotiated at award of
basic contract]
(b)
If the Government terminates this contract in whole or in part under the Default Fixed-Price Supply and Service clause, the
Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar
supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.
(c)
The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control
and without the fault or negligence of the Contractor as defined in the Default Fixed-Price Supply and Service clause in this contract.
[End of Clause]
2.
Required Delivery Schedule
a. Prototype Kits
For each system to be armored, the contractor shall provide the following to Aberdeen Proving Ground, Maryland 50-days after award
of delivery order; 20-days after successful completion of the Critical Design Review (CDR).
Deliverables per CLINS AB and AC are as follows:
-One (1) set of the operating door side assembly, including transparent armor, hinges, latching hardware, and support structure,
and
-Two (2) vehicles with the prototype AoA CPK installed.
b. Delivery Schedule for Production CPKs:
1. The contractor shall not commence production until the Contracting Officer provides written approval to do so.
2. Deliveries shall be 30 days after the Contracting Officer provides written approval to commence production.
*** END OF NARRATIVE F0001 ***
68
PRON/
LINE
AMS CD/
ITEM
MIPR
0010AA
P156F0032T
JOB
OBLG
ACCOUNTING CLASSIFICATION
ORDER
ACCOUNTING
OBLIGATED
NUMBER
STATION
AMOUNT
ACRN
STAT
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
70,500.00
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
1,700.00
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
117,312.62
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
4,057.00
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
16,105.00
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
4,329.78
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
8,516.00
51108992014
A15P50141CMA
0010AB
P156F0042T
51108992014
A15P50141CMA
0010AC
P156F0052T
51108992014
A15P50141CMA
0010AD
P156F7382T
51108992014
A15P50141CMA
0010AF
P156F7282T
51108992014
A15P50141CMA
0010AT
P156F7582T
51108992014
A15P50141CMA
0010BF
P156F7282T
51108992014
A15P50141CMA
0010BT
P156F7582T
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
5,954.83
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$ 4,122,895.77
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
581,386.00
AG
2
21
72035000071C1C09P51108931E1
S20113
7ZCC39
W56HZV
$
21,589.33
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC1
5W56HZV
$
5,334.00
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
129,883.76
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
691,096.50
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
6,602.00
51108992014
A15P50141CMA
0010HA
P156F0062T
51108992014
A15P50141CMA
0010JA
P156F7302T
51108992014
A15P50141CMA
0010JB
P176F2262T
51108992013
A17P50131CMC
0010NA
P156F7372T
51108992014
A15P50141CMA
0010PA
P156F7722T
51108992014
A15P50141CMA
0010PB
P156F7772T
51108992014
A15P50141CMA
0010SA
P156F0072T
51108992014
A15P50141CMA
0010SB
P156F0082T
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
7,850.00
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
42,650.00
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
47,750.00
51108992014
A15P50141CMA
0010TA
P156F0092T
51108992014
A15P50141CMA
0010TB
P156F6812T
51108992014
A15P50141CMA
0010XA
P156F6482T
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$ 2,118,920.09
AA
1
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
138,380.22
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
740,376.30
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
22,015.10
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
14,823.70
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
161,040.24
AF
1
17
681810K5XH3126B61610686882DPAT928625836P7928W
$
26,418.12
AF
1
17
681810K5XH3126B61610686882DPAT928625836P7928W
$
17,788.44
AE
2
17
79110965443106785400674432D6544S900007MP76585
$
888,451.56
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
59,804.22
AH
2
21
72020000076D8030P1370102577
S20113
7L3TPC
W56HZV
$ 1,480,752.60
AH
2
21
72020000076D8030P1370102577
S20113
7L3TPC
W56HZV
$
44,030.20
AH
2
21
72020000076D8030P1370102577
S20113
7L3TPC
W56HZV
$
322,080.48
51108992014
A15P50141CMA
0010XB
P156F7302T
51108992014
A15P50141CMA
0010XC
P166F1992T
51108992015
A16P50151C2T
0010XD
P166F2002T
51108992015
A16P50151C2T
0010XE
P166F2002T
51108992015
A16P50151C2T
0010XF
P166F2002T
51108992015
A16P50151C2T
0010XH
R166F2372T
N6258307MPAT928
0010XJ
R166F2372T
N6258307MPAT928
0010XK
T176F2032T
M9545007MP7 6585
0010XL
P156F8412T
51108992014
A15P50141CMA
0010XM
EH7M0160EH
137010AA000
B17L3X137NMC
0010XN
EH7M0166EH
137010AA000
B17L3X137NMC
0010XP
EH7M0150EH
137010AA000
B17L3X137NMC
0010YA
P166F1842T
AB
2
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
10,328.01
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$ 192,537.16
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
93,527.47
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
91,956.11
AB
1
21
62035000061C1C09P51108931E1
S20113
6ZCC12
W56HZV
$
90,859.13
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
39,595.09
AA
2
21
52035000051C1C09P51108931E1
S20113
5ZCC15
W56HZV
$
40,473.15
AG
2
21
72035000071C1C09P51108931E1
S20113
7ZCC39
W56HZV
$
670.89
AH
2
21
72020000076D8030P1370102577
S20113
7L3TPC
W56HZV
$ 133,409.40
AH
2
21
72020000076D8030P1370102577
S20113
7L3TPC
W56HZV
$ 167,249.13
AH
2
21
72020000076D8030P1370102577
S20113
7L3TPC
W56HZV
$
51108992015
A16P50151C2T
0010YB
P166F1842T
27,504.76
51108992015
A16P50151C2T
0013
P156F6882T
51108992014
A15P50141CMA
0014AA
P166F1972T
51108992015
A16P50151C2T
0014AB
P166F1972T
51108992015
A16P50151C2T
0014AC
P166F1972T
51108992015
A16P50151C2T
0014AD
P156F8372T
51108992014
A15P50141CMA
0014AE
P156F8432T
51108992014
A15P50141CMA
0014AF
P176F2192T
51108992013
A17P50131CMC
0014SG
EH7M0177EH
137010AA000
B17L3X137NMC
0014SH
EH7M0170EH
137010AA000
B17L3X137NMC
0014SJ
EH7M0175EH
3,379.88
137010AA000
B17L3X137NMC
0015AA
0015AC
0015BT
0015JA
T176F1262T
AC
1
17
79110966703106785400674432D6670B400007MP76307
$ 206,398.64
M9545007MP763
07
T176F1262T
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
69,273.48
M9545007MP763
07
T176F1262T
AC
M9545007MP763
07
1
17
79110966703106785400674432D6670B400007MP76307
$
41,810.45
T176F2172T
AE
2
17
79110965443106785400674432D6544S900007MP76585
$
81,244.80
AE
2
17
79110965443106785400674432D6544S900007MP76585
$
75,681.74
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
14,823.70
AC
1
17
79110966703106785400674432D6670B400007MP76307
$ 391,824.60
M9545007MP76585
0015JB
T176F2172T
M9545007MP76585
0015PA
T176F1262T
M9545007MP763 07
0015PB
T176F1262T
M9545007MP76307
0015SA
T176F1262T
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
1,000.00
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
1,000.00
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
1,000.00
AC
2
17
79110966703106785400674432D6670B400007MP76307
$
309,573.64
AE
1
17
79110965443106785400674432D6544S900007MP76585
$
373,525.80
AE
1
17
79110965443106785400674432D6544S900007MP76585
$
7,369.61
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
20,720.32
M9545007MP763 07
0015SB
T176F1262T
M9545007MP76307
0015SC
T176F1262T
M9545007MP763 07
0015SD
T176F1742T
M9545007MP76307
0015SE
T176F2072T
M9545007MP76585
0015SF
T176F2092T
M9545007MP76585
0015TA
T176F1262T
M9545007MP76307
0015TB
T176F1262T
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
15,000.00
AC
2
17
79110966703106785400674432D6670B400007MP76307
$
740,376.30
AC
2
17
79110966703106785400674432D6670B400007MP76307
$
1,628,827.86
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
22,015.10
AC
2
17
79110966703106785400674432D6670B400007MP76307
$
48,433.22
AC
2
17
79110966703106785400674432D6670B400007MP76307
$
32,612.14
AA
2
21
52035000051C1C09P51108931E1
$
4,215.86
AD
2
17
681810K5XH3126H61610686882DPAT928625836P7928W
$
888,451.56
AD
2
17
681810K5XH3126H61610686882DPAT928625836P7928W
$
37,824.64
AD
2
17
681810K5XH3126H61610686882DPAT928625836P7928W
$
26,418.12
AC
1
17
79110966703106785400674432D6670B400007MP76307
$
1,000.00
M9545007MP76307
0015XA
T176F1012T
M9545007MP76307
0015XB
T176F1322T
M9545007MP76307
0015XC
T176F1002T
M9545007MP76307
0015XD
T176F1312T
M9545007MP76307
0015XE
T176F1332T
M9545007MP76307
0016AA
P156F8242T
S20113
5ZCC15
W56HZV
51108992014
A15P50141CMA
0016XA
R166F2092T
N6258307MPAT928
0016XB
R166F2342T
N6258307MPAT928
0016XC
R166F2102T
N6258307MPAT928
A010
T176F1262T
M9545007MP76307
TOTAL
$ 17,852,305.62
TOTAL
SERVICE
BY
NAME
ACRN
ACCOUNTING
OBLIGATED
STATION
AMOUNT
Army
AA
21
52035000051C1C09P51108931E1
S20113
W56HZV
$8,457,849.05
Army
AB
21
62035000061C1C09P51108931E1
S20113
W56HZV
$1,252,430.82
Marine
Corps
AC
17
79110966703106785400674432D6670B400007MP76307
$3,545,689.45
Navy
AD
17
681810K5XH3126H61610686882DPAT928625836P7928W
$952,694.32
Marine
Corps
AE
17
79110965443106785400674432D6544S900007MP76585
Navy
AF
17
681810K5XH3126B61610686882DPAT928625836P7928W
Army
AG
21
72035000071C1C09P51108931E1
S20113
W56HZV
$22,260.22
Army
AH
21
72020000076D8030P1370102577
S20113
W56HZV
$2,150,901.69
$1,426,273.51
$44,206.56
TOTAL $17,852,305.62
ACRN
AA
AA
AB
AC
AD
AE
AF
AG
AH
EDI
21
21
21
17
17
17
17
21
21
050720350000
050720350000
060820350000
070911096670
06081810K5XH
070911096544
06081810K5XH
070920350000
070720200000
S20113
S20113
S20113
310678540067443
3126H6161068688
310678540067443
3126B6161068688
S20113
S20113
51C1C095110899201431E1
51C1C095110899201431E1
61C1C095110899201531E1
2D6670B400007MP76307
2DPAT928625836P7928W
2D6544S900007MP76585
2DPAT928625836P7928W
71C1C095110899201331E1
76D8030137010AA0002577
5ZCC15S20113
5ZCC15S20113
6ZCC12S20113
M9545007MP76307
N6258307MPAT928
M9545007MP76585
N6258307MPAT928
7ZCC39S20113
7L3TPCS20113
W56HZV
W56HZV
W56HZV
067443
068688
067443
068688
W56HZV
W56HZV
SPECIAL CONTRACT REQUIREMENTS
1
Regulatory Cite
Title
252.246-7001
WARRANTY OF DATA
Date
DEC/1991
1.
Contract Support/Services: The contractor is authorized to obtain test support/services at DoD rates from Major Range and
Test Facility Base (MRTFB) installations as government furnished services.
2.
parts
Part Support.
To support the Global War on Terror and Fielding of the CPKs, the contractor agrees to enter into a separate
support contract with the Defense Supply Center Columbus (DSCC) of the Defense Logistic Agency (DLA) for 3 years from contract
award. The contract will provide a ready means of acquisition of replacement parts and/or components in support of the AoA kit. the
contractor must be able to process both manual and electronic orders for DLA stock purchases and manual order for TACOM.
CONTRACT CLAUSES
Regulatory Cite
1
2
3
4
5
6
7
52.219-16
52.223-3
52.228-4
52.229-3
52.232-16
52.232-16
52.232-33
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
52.232-34
52.233-4
52.245-2
52.246-2
52.247-1
52.247-34
52.247-48
52.247-54
52.247-58
52.247-59
52.247-65
252.209-7004
252.225-7013
252.225-7043
252.228-7000
252.228-7003
252.232-7004
252.242-7003
52.211-16
Title
LIQUIDATED DAMAGESSUBCONTRACTING PLAN
HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA
WORKERS COMPENSATION AND WAR-HAZARD INSURANCE OVERSEAS
FEDERAL, STATE, AND LOCAL TAXES
PROGRESS PAYMENTS (Alternate I dated March 2000) (This clause only applies to
small businesses.)
PROGRESS PAYMENTS
PAYMENT BY ELECTRONIC FUNDS TRANSFERCENTRAL CONTRACTOR
REGISTRATION
PAYMENT BY ELECTRONIC FUNDS TRANSFEROTHER THAN CENTRAL
CONTRACTOR REGISTRATION
APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM
GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (Alternate I dated
April 1984)
COMMERCIAL BILL OF LADING NOTATIONS
F.O.B. DESTINATION
F.O.B. DESTINATION EVIDENCE OF SHIPMENT (DEVIATION)
DIVERSION OF SHIPMENT UNDER F.O.B. DESTINATION CONTRACTS
LOADING, BLOCKING, AND BRACING OF FREIGHT CAR SHIPMENTS
F.O.B. ORIGIN - CARLOAD AND TRUCKLOAD SHIPMENTS
F.O.B. ORIGIN - PREPAID FREIGHT - SMALL PACKAGE SHIPMENTS
SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY
THE GOVERNMENT OF A TERRORIST COUNTRY per DoD interim rule, Federal
Register 27 Mar 98
DUTY-FREE ENTRY
ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE
CONTRACTORS OUTSIDE THE UNITED STATES (See DFARS 225.7401(b) for
paragraph C fill-in.)
REIMBURSEMENT FOR WAR-HAZARD LOSSES
DOD PROGRESS PAYMENT RATES
APPLICATION FOR U.S. GOVERNMENT SHIPPING DOCUMENTATION
INSTRUCTIONS
Date
JAN/1999
JAN/1997
APR/1984
APR/2003
APR/2003
APR/2003
OCT/2003
MAY/1999
OCT/2004
MAY/2004
AUG/1996
FEB/2006
NOV/1991
FEB/1999
MAR/1989
APR/1984
APR/1984
JAN/1991
MAR/1998
JAN/2005
JUN/2005
DEC/1991
DEC/1991
OCT/2001
DEC/1991
APR/1984
(a)
A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been
caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any,
specified in paragraph (b) below.
(b)
The permissible variation shall be limited to:
zero percent increase; and
zero percent decrease.
This increase or decrease shall apply to the entire contract. Any deviation/variation must be approved by the PCO in writing in
advance of delivery.
(End of clause)
LIMITS ON QUANTITY VARIATION PRICING WHEN OPTION FOR INCREASED QUANTITY IS EXERCISED
(TACOM)
(1986 APR)
With respect to the above clause entitled VARIATION IN QUANTITY, it is understood and agreed that the following
stipulations apply to the allowed variation in quantity when the clause entitled OPTION FOR INCREASED QUANTITY
SEPARATELY PRICED LINE ITEM has been exercised by the Government:
(a)
If the Contractor exercises any downward variation in quantity with respect to any quantities deliverable under this
contract, then any upward variation in quantity that is claimed shall be paid at the lowest unit price that applies to this contract, without
regard to the unit price that applies to the specific CLIN or CLINs giving rise to the upward variation.
(b)
If the Contractor exercises no downward variation in quantity on this contract, but does exercise an upward variation
in quantity with respect to the entire contractual quantity, as increased by the Government through the Option for Increased Quantity,
then the items constituting the upward variation in quantity shall be paid at the lowest unit price that applies in this contract, without
regard to which CLIN(s) on the contract gave rise to the upward variation.
(c) If the Contractor exercises no upward variation in quantity on this contract, but does exercise a downward variation in
quantity with respect to the entire contractual quantity, as increased by the Government through the Option for Increased Quantity, then
the highest unit price that applies in this contract shall be applied to the items constituting the downward quantity variation, without
regard to which CLIN(s) on the contract gave rise to the downward variation.
***
27
52.212-5
CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES
OR EXECUTIVE ORDERSCOMMERCIAL ITEMS
MAR/2007
(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in
this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:
(1)
52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
(2)
52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being
incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial
items:
[Contracting Officer shall check as appropriate.]
x (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jul 1995), with Alternate I (Oct 1995) (41
U.S.C. 253g and 10 U.S.C. 2402).
o (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).
o (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jul 2005) (if the
offeror elects
to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
(4)
o (i) 52.219-5, Very Small Business Set-Aside (June 2003) (Pub. L. 103-403, section 304, Small Business
Reauthorization
and Amendments Act of 1994).
o (ii) Alternate I (Mar 1999) of 52.219-5.
o (iii) Alternate II (June 2003) of 52.219-5.
(5)
o (i) 52.219-6, Notice of Total Small Business Aside (June 2003) (15 U.S.C. 644).
o (ii) Alternate I (Oct 1995) of 52.219-6.
o (iii) Alternate II (Mar 2004) of 52.219-6.
(6)
o (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).
o (iii) Alternate II (Mar 2004) of 52.219-7.
x (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d) (2) and (3)).
(8)
x (i) 52.219-9, Small Business Subcontracting Plan (Jul 2005) (15 U.S.C. 637 (d) (4)).
o (iii) Alternate II (Oct 2001) of 52.219-9.
o (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a) (14)).
(10)
o (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Jul 2005) (Pub.
L.
103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).
o (ii) Alternate I (June 2003) of 52.219-23.
x (11) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (Oct 1999) (Pub.
L. 103-355, section 7102, and 10 U.S.C. 2323).
o (12) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (Oct 2000) (Pub. L.
103-355,
section 7102, and 10 U.S.C. 2323).
o (13) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004).
x (14) 52.222-3, Convict Labor (June 2003) (E.O. 11755).
o (15) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (June 2004) (E.O. 13126).
x (16) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).
x (17) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246).
x (18) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
(Dec 2001) (38 U.S.C. 4212).
x (19) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).
o (20) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible
Veterans
(Dec 2001) (38 U.S.C. 4212).
o (21) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).
(22)
o (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Aug 2000) (42
U.S.C.
6962(c) (3) (A) (ii)).
o (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i) (2) (C)).
o (23) 52.225-1, Buy American ActSupplies (June 2003) (41 U.S.C. 10a-10d).
(24)
o (i) 52.225-3, Buy American ActFree Trade AgreementsIsraeli Trade Act (Jan 2005) (41 U.S.C. 10a-10d, 19
U.S.C.
3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78, 108-286).
o (ii) Alternate I (Jan 2004) of 52.225-3.
o (iii) Alternate II (Jan 2004) of 52.225-3.
o (25) 52.225-5, Trade Agreements (Jan 2005) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
x (26) 52.225-13, Restrictions on Certain Foreign Purchases (Mar 2005) (E.o.s, proclamations, and statutes administered by
the Office of Foreign Assets Control of the Department of the Treasury).
o (27) 52.225-15, Sanctioned European Union Country End Products (Feb 2000) (E.O. 12849).
o (28) 52.225-16, Sanctioned European Union Country Services (Feb 2000) (E.O. 12849).
o (29) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
o (30) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).
x (31) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct. 2003) (31 U.S.C. 3332).
o (32) 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration (May 1999) (31 U.S.C.
o (33) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).
o (34) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).
(35)
o (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Apr 2003) (46 U.S.C. 1241 and 10
U.S.C. 2631).
o (ii) Alternate I (Apr 2003) of 52.247-64.
(c)
The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the
Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders
applicable to acquisitions of commercial items:
[Contracting Officer check as appropriate.]
o (1) 52.222-41, Service Contract Act of 1965, as Amended (Jul 2005) (41 U.S.C. 351, et seq.).
o (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
o (3) 52.222-43, Fair Labor Standards Act and Service Contract Act Price Adjustment (Multiple Year and Option Contracts)
(May 1989) (29 U.S.C.206 and 41 U.S.C. 351, et seq.).
o (4) 52.222-44, Fair Labor Standards Act and Service Contract Act Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41
U.S.C. 351, et seq.).
o (5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to Successor Contract Pursuant to Predecessor
Contractor
Collective Bargaining Agreements (CBA) (May 1989) (41 U.S.C. 351, et seq.).
(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this
contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at
52.215-2,
Audit and Records Negotiation.
(1)
The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have
access to and right to examine any of the Contractors directly pertinent records involving transactions related to this contract.
(2)
The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for
examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR
Subpart 4.7,
Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially
terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination
settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to
this contract shall be made available until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of
type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain
in the ordinary course of business or pursuant to a provision of law.
(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not
required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial
items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause
(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. 11246).
(iii)
52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other
Eligible Veterans (Dec 2001) (38 U.S.C. 4212).
(iv)
52.222-36, Affirmative Action for Workers with Disabilities (June 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).
(vi)
52.222-41, Service Contract Act of 1965, as Amended (Jul 2005), flow down required for all subcontracts
subject to the Service Contract Act of 1965
(41 U.S.C. 351, et seq.)
(vii)
52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Apr 2003) (46 U.S.C. Appx
1241 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.
(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional
clauses necessary to satisfy its contractual obligations.
[End of Clause]
28
252.212-7001
CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES
OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF
COMMERCIAL ITEMS
MAR/2007
(a)
x 52.203-3 Gratuities (APR 1984) (10 U.S.C. 2207)
(b)
o
x 252.205-7000 Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).
o 252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DoD Contracts) (APR
1996)
(15 U.S.C. 637).
o 252.219-7004 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (Test Program) (JUN
1997) (15
U.S.C. 637 note).
x 252.225-7001 Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C.
10a-10d, E.O. 10582).
o 252.225-7012 Preference for Certain Domestic Commodities (JUN 2004) (10 U.S.C. 2533a).
x 252.225-7014 Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).
o 252.225-7015 Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).
o 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (JUN 2005) ( o Alternate I) (APR 2003) (10 U.S.C.
2534 and Section 8099 of Pub. L.
104-61 and similar sections in subsequent DoD appropriations acts).
x 252.225-7021 Trade Agreements (JUN 2005) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).
o 252.225-7027 Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).
o 252.225-7028 Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).
o 252.225-7036 Buy American ActFree Trade AgreementsBalance of Payments Program (JUN 2005) ( o Alternate I) (JAN
2005) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).
o 252.225-7038 Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534 (a) (3)).
x 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small
Business Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and similar sections in subsequent DoD appropriations acts).
x 252.227-7015 Technical DataCommercial Items (NOV 1995) (10 U.S.C. 2320).
x 252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).
x 252.226-7003 Electronic Submission of Payment Requests (JAN 2004) (10 U.S.C. 2227).
o 252.243-7002 Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).
o 252.247-7024 Transportation of Supplies by Sea (MAY 2002) ( o Alternate I) (MAR 2000) ( o Alternate II) (MAR 2000) (
o Alternate III) (MAY 2002) (10 U.S.C. 2631).
o 252.247-7024 Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).
(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or
Executive OrdersCommercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following
(End of clause)
29
52.211-4517
(TACOM)
PACKAGING REQUIREMENTS (COMMERCIAL)
AUG/2005
(a) The preservation, packing, and marking requirements for this contract/order shall be accomplished in accordance with the
performance requirements defined herein. The following Packaging requirements shall apply:
QUANTITY PER UNIT PACKAGE: Each kit required under this contract (CKP, ISSP, Glass Spares, Armor Spares, Hardware
Spares) will have individual content requirements, as determined by the Contractor. However, it is required that the Contractor consider
transportability and handling by end users when compiling each individual kit for shipping.
(1)
Packaging: Preservation, packaging, packing, unitization and marking furnished by the supplier shall provide
protection for a minimum of one year and meet or exceed the following requirements. It also provides for multiple handling,
(2)
Cleanliness: Items shall be free of dirt and other contaminants which would contribute to the deterioration of the item
or which would require cleaning by the customer prior to use. Coatings and preservatives applied to the item for protection are not
considered contaminants.
(3)
Preservation: Items susceptible to corrosion or deterioration shall be provided protection by means of preservative
coatings, volatile corrosion inhibitors, desiccants, waterproof and/or watervaporproof barriers.
(4)
Cushioning: Items requiring protection from physical and mechanical damage (e.g. fragile, sensitive, material
critical) or which could cause physical damage to other items, shall be protected by wrapping, cushioning, pack compartmentalization,
or other means to mitigate shock and vibration to prevent damage during handing and shipment.
(b)
Unit Package: A unit package shall be so designed and constructed that it will contain the contents with no damage to
the item(s), and with minimal damage to the unit pack during shipment and storage in the shipping container, and will allow
subsequent
handling.
The outermost component of a unit package shall be a container such as a sealed bag, carton or
box.
(c) Unit Package Quantity: Unless otherwise specified, the unit package quantity shall be one each part, set, assembly, kit, etc.
(d)
Intermediate Package: Intermediate packaging is required whenever one or more of the following conditions exists:
(1)
(2)
(3)
(4)
(5)
(e) Packing:
(1)
Unit packages and intermediate packages not meeting the requirements for a shipping container shall be packed in
shipping containers. All shipping containers shall be the most cost effective and shall be of minimum cube to contain and protect the
items.
(2)
Shipping Containers: The shipping container (including any necessary blocking, bracing, cushioning, or
waterproofing) shall comply with the regulations of the carrier used and shall provide safe delivery to the destination at the lowest tariff
cost. The shipping container shall be capable of multiple handling, stacking at least ten feet high, and storage under favorable conditions
(such as enclosed facilities) for a minimum of one year.
(f) Unitization: Shipments of identical items going to the same destination shall be palletized if they have a total cubic
displacement of 50 cubic feet or more unless skids or other forklift handling features are included on the containers. Pallet loads must be
stable, and to the greatest extent possible, provide a level top for ease of stacking. A palletized load shall be of a size to allow for
placement of two loads high and wide in a conveyance. The weight capacity of the pallet must be adequate for the load. The preferred
commercial expendable pallet is a 40 x 48 inch, 4-way entry pallet although variations may be permitted as dictated by the
characteristics of the items being unitized. The load shall be contained in a manner that will permit safe handling during shipment and
storage.
(g)
Marking:
(1)
All unit packages, intermediate packs, exterior shipping containers, and, as applicable, unitized loads shall be marked
in accordance with MIL-STD-129P(2), dated 10 Feb 2004, including bar coding. The contractor is responsible for application of special
markings as discussed in the Military Standard regardless of whether specified in the contract/order or not. Special markings include,
but are not limited to, Shelf-life markings, structural markings, and transportation special handling markings. The marking of pilferable
and sensitive materiel will not identify the nature of the materiel.
(2)
Contractors and vendors shall apply identification and address markings with bar codes in accordance with this
standard. For shipments moving to overseas locations and for mobile deployable units, the in-the-clear address must also include the
host country geographic address and the APO/FPO address. A Military Shipment Label (MSL) is required for all shipments except
contractor to contractor. The MSL will include both linear and 2D bar codes per the standard. DVD shipment documentation must also
be marked with additional bar codes. The DD Form 250 or the commercial packing list shall have additional issue/receipt bar coding
applied as per Direct Vendor Delivery Shipments in the standard (except for deliveries to DLA Distribution Depots, e.g. New
Cumberland, San Joaquin, Red River, Anniston). Packing lists are required in accordance with the Standard, see paragraph 5.3
(3)
Contractor to contractor shipments shall have the address markings applied to the identification marked side of the
exterior shipping container or to the unitized load markings. The following shall be marked FROM: name and address of consignor
and TO: name and address of consignee.
(4)
Commercial software may be used to generate a Military Shipment Label / Issue Receipt Document (MSL/
IRRD)including the required Code 39 and 2D(PDF417) bar codes. However, the commercial software must produce labels/documents
which comply with the requirements of MIL-STD-129P. Contractors shall insure that the ship to and mark for in-the-clear delivery
address is complete including: consignees name, organization, department name, office, building, room, street address, city, state,
country code, and DODAAC. (Army developed software, for creating MSL/IRRD previously available to those with government
contracts is no longer supported.)
(h) Hazardous Materials (As applicable):
(1)
Hazardous Materials is defined as a substance, or waste which has been determined by the Secretary of
Transportation to be capable of posing an unreasonable risk to health, safety, and property when transported in commerce and which has
been so designated. (This includes all items listed as hazardous in Titles 29, 40 and 49 CFR and other applicable modal regulations
(2)
Packaging and marking for hazardous material shall comply with the requirements herein for the mode of transport
and the applicable performance packaging contained in the following documents:
\ b7 International Air Transport Association (IATA) Dangerous Goods Regulations
\ b7 Joint Service Regulation AFJMAN24-204/TM38-250/NAVSUPPUB 505/MCO P4030.19/DLAM 4145.3 (for military air
shipments).
(3)
If the shipment originates from outside the continental United States, the shipment shall be prepared in accordance
with the United Nations Recommendations on the Transport of Dangerous Goods in a manner acceptable to the Competent Authority of
the nation of origin and in accordance with regulations of all applicable carriers.
(4) A Product Material Safety Data Sheets (MSDS) is required to be included with every unit pack and intermediate container
and shall be included with the packing list inside the sealed pouch attached to the outside of the package.
(i) Heat Treatment and Marking of Wood Packaging Materials: Boxes/pallets and any wood used as inner packaging made of nonmanufactured wood shall be heat-treated. All non-manufactured wood used in packaging shall be heat treated to a core temperature of
56 degrees Celsius for a minimum of 30 minutes. The box/pallet manufacturer and the manufacturer of wood used as inner packaging
shall be affiliated with an inspection agency accredited by the board of review of the American Lumber Standard Committee. The box/
pallet manufacturer and the manufacturer of wood used as inner packaging shall ensure traceability to the original source of heat
treatment. Marking. Each box/pallet shall be marked to show the conformance to the International Plant Protection Convention
Standard. The quality mark shall be placed on both ends of the outer packaging, between the end cleats or end battens; on two sides of
the pallet. Foreign manufacturers shall have the heat treatment of non-manufactured wood products verified in accordance with their
National Plant Protection Organizations compliance program. In addition, wood used as dunnage for blocking and bracing shall be
ordered with ALSC certified marking for dunnage or the markings may be applied locally at two foot intervals.
(j) Quality Assurance: The contractor is responsible for establishing a quality system. Full consideration to examinations,
inspections, and tests will be given to ensure the acceptability of the commercial package.
(k) SUPPLEMENTAL INSTRUCTIONS: -2[End of Clause]
30
52.217-4001
(TACOM)
SEPARATELY PRICED OPTION FOR INCREASED QUANTITY
FEB/2007
(a)
The Government hereby reserves the right to increase the quantity of the contract item up to an additional quantity of
ONE HUNDRED EIGHTY-SEVEN (187) units. The unit price for such option quantity shall be as set forth in CLIN 0010XA.
Additionally, CLIN 0010TB for the Technical Data Package is also included as an option. Both options may be exercised by the
Government at any time, but in any event not later than TWO YEARS after AWARD OF BASIC CONTRACT (CONTRACT = 2
YEARS). In addition, such option may be exercised in increments, subject to the stated total additional quantity limitations, price(s),
and the above-stated time for exercise of the option.
(b)
Delivery of the items added by the exercise of this option shall continue immediately after, and at the same rate as,
delivery of like items called for under this contract, unless the parties hereto otherwise agree.
(c)
Additionally, prior to the expiration of the original option period identified in paragraph (a) above, the Government
may seek a bilateral extension of the option period for an additional period not to exceed 90 days from the expiration date of the original
option period.
[End of Clause]
31
52.242-4022
(TACOM)
A.
DELIVERY SCHEDULE
MAY/2000
DEFINITIONS:
(1)
document.
CLIN means Contract Line Item Number
(2)
of supplies.
DAYS means the number of days after the date of contract award when you must deliver the stated quantity (QTY)
(3)
and refers
to the contract items listed in Section B of this
DELIVERY is defined as follows:
(i)
FOB ORIGIN - Contractor is required to delivery its shipment as provided in FAR 52.247-29 (a) (1)-(4) by
the time specified in the individual contract; or
(ii)
FOB Destination - Contractor is required to delivery its shipment as provided in FAR 52.247-34 (a) (1)(2) by the time specified in the individual contract. The contractor must take into consideration the length of time necessary to deliver its
shipment to the destination designated in the contract, to ensure that the item reaches its destination by the time reflected in the contract.
(b)
The following presents and overall rough time-line of contractual events:
7-days after award of contract (NLT)
Start of Work Meeting (SOWM)
-FoV Concept due
14-days after award of contract
Preliminary Design Review Meeting (PDR)
-Design Concept due
Critical Design Review Meeting (CDR)
-Trade-off Analysis Report due
-Paper design due
-Fabrication of prototypes and production units to be approved
DELIVERY of prototype units to APG for testing
Draft Authorized Stockage List (ASL) due
Spare Parts Price List (SPPL) due
Final ASL due
Final SPPL due
DELIVERY of production CPKs due
B.
You canNOT accelerate delivery without prior written PCO approval.
C.
than
Proposing an accelerated delivery schedule will not prejudice your offer. However, if you propose a delivery schedule longer
the schedule listed above your offer may be determined unacceptable for award.
32
52.204-7
[End of Clause]
CENTRAL CONTRACTOR REGISTRATION
JUL/2006
(a) Definitions. As used in this clause
Central Contractor Registration (CCR) database means the primary Government repository for contractor
information required for the conduct of business with the Government.
Commercial and Government Entity (CAGE) code means 1-1
(1) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or
(2) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE
master
file. This type of code is known as an NCAGE code.
Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B)
to identify unique business entities.
Data Universal Numbering System +4 (DUNS+4) number means the DUNS number assigned by D&B plus a 4-character
suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be
assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds
Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.
Registered in the CCR database means that (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR
database;
(2) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN)
with the Internal Revenue Service (IRS), and has marked the record ``Active. The Contractor will be required to provide consent for
TIN validation to the Government as a part of the CCR registration process.
(b)
(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the
CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering
agreement, or blanket purchasing agreement resulting from this solicitation.
(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation DUNS or
DUNS+4 followed by the DUNS or DUNS+4 number that identifies the offerors name and address exactly as stated in the offer. The
DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.
(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.
(1) An offeror may obtain a DUNS number
(i)
If located within the United States, by calling Dun and Bradstreet at 1-866-705-5711 or via the Internet at
http://www.dnb.com/ ;or
(ii)
If located outside the United States, by contacting the local Dun and Bradstreet office.
(2) The offeror should be prepared to provide the following information:
(i)
Company legal business name.
(ii)
Tradestyle, doing business, or other name by which your entity is commonly recognized.
(iii)
Company physical street address, city, state and Zip Code.
(iv)
Company mailing address, city, state and Zip Code (if separate from physical).
(v)
Company telephone number.
(vi)
Date the company was started.
(vii)
Number of employees at your location.
(viii)
Chief executive officer/key manager.
(ix)
Line of business (industry).
(x)
Company Headquarters name and address (reporting relationship within your entity).
(d)
If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the
Contracting Officer will proceed to award to the next otherwise successful registered Offeror.
(e)
Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who
are not registered should consider applying for registration immediately upon receipt of this solicitation.
(f)
The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any
liability resulting from the Governments reliance on inaccurate or incomplete data. To remain registered in the CCR database after the
initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent
updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not
alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.
(1)
(i) If a Contractor has legally changed its business name, doing business as name, or division name
requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible
Contracting Officer a minimum of one business days written notification of its intention to:
(A)
Change the name in the CCR database;
(B)
Comply with the requirements of Subpart 42.12 of the FAR;
(C)
Agree in writing to the timeline and procedures specified by the responsible Contracting Officer.
The Contractor must provide with the notification sufficient documentation to support the legally
changed name.
(ii) If the Contractor fails to comply with the requirements of paragraph (g) (1) (i) of this clause, or fails to
perform the agreement at paragraph (g) (1) (i) (C) of this clause, and, in the absence of a properly executed novation or change-of-name
agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to
be incorrect information within the meaning of the Suspension of Payment paragraph of the electronic funds transfer (EFT) clause of
this contract.
(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the
CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees
shall be separately registered in the CCR database. Information provided to the Contractors CCR record that indicates payments,
including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within
the meaning of the Suspension of payment paragraph of the EFT clause of this contract.
(g) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the Internet at
http://www.ccr.gov/
or by calling 1-888-227-2423, or 269-961-5757.
[End of Clause]
33
52.212-4
CONTRACT TERMS AND CONDITIONSCOMMERCIAL ITEMS
SEP/2005
(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this
contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The
Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase
in contract price. The Government must exercise its post-acceptance rights
(1)
Within a reasonable time after the defect was discovered or should have been discovered; and
(2)
Before any substantial change occurs in the condition of the item, unless the change is due to the defect in
the item.
(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this
contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the
Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial
purchase card), the Contractor may not assign its rights to receive payment under this contract.
(c)
Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.
(d)
Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613) . Failure of
the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating
to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein
by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising
under the contract.
(e)
Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.
(f)
Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence
beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the
Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe
weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such
occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such
occurrence.
(g) Invoice.
(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the
address designated in the contract to receive invoices. An invoice must include
(i)
Name and address of the Contractor;
(ii)
Invoice date and number;
(iii)
Contract number, contract line item number and, if applicable, the order number;
(iv)
Description, quantity, unit of measure, unit price and extended price of the items delivered;
(v)
Shipping number and date of shipment, including the bill of lading number and weight of shipment
if shipped on Government bill of lading;
(vi)
Terms of any discount for prompt payment offered;
(vii)
Name and address of official to whom payment is to be sent;
(viii)
Name, title, and phone number of person to notify in event of defective invoice; and
(ix)
Taxpayer Identification Number (TIN) .. The Contractor shall include its TIN on the invoice only
if required elsewhere in this contract.
(x)
Electronic funds transfer (EFT) banking information.
(A) The Contractor shall include EFT banking information on the invoice only if required
elsewhere in this contract.
(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a
proper invoice, the Contractor shall have submitted correct EFT banking information in
accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33,
Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment
by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable
agency procedures.
(C) EFT banking information is not required if the Government waived the requirement to pay by
EFT.
(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management
and Budget (OMB) prompt payment regulations at 5 CFR part 1315.
(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability,
including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign
patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such
claims and proceedings.
(i) Payment. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations
set forth in this contract. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and OMB
prompt payment regulations at 5 CFR part 1315. In connection with any discount offered for early payment, time shall be computed
from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the
date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.
(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this
contract shall remain with the Contractor until, and shall pass to the Government upon:
(1)
Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or
(2)
Delivery of the supplies to the Government at the destination specified in the contract, if transportation is
f.o.b. destination.
(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.
(l) Termination for the Governments convenience. The Government reserves the right to terminate this contract, or any part
hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall
immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor
shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus
reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have
resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost
principles for this purpose. This paragraph does not give the Government any right to audit the Contractors records. The Contractor
shall not be paid for any work performed or costs incurred which reasonably could have been avoided.
(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any
default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the
Government, upon request, with adequate assurances of future performance. In
87
the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not
accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined
that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.
(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government
upon acceptance, regardless of when or where the Government takes physical possession.
(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the
particular purpose described in this contract.
(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the
Government for consequential damages resulting from any defect or deficiencies in accepted items.
(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders,
rules and regulations applicable to its performance under this contract.
(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to
limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40
U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and
10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement
integrity.
(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the
following order:
(1) The schedule of supplies/services.
(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to
Government Contracts paragraphs of this clause.
(3) The clause at 52.212-5.
(4) Addenda to this solicitation or contract, including any license agreements for computer software.
(5) Solicitation provisions if this is a solicitation.
(6) Other paragraphs of this clause.
(7) The Standard Form 1449.
(8) Other documents, exhibits, and attachments.
(9) The specification.
(t) Central Contractor Registration (CCR).
(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through
final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting
from the Governments reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration,
the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its
information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the
terms and conditions of this contract and is not a substitute for a properly executed contractual document.
(2)
(i) If a Contractor has legally changed its business name, ``doing business as name, or division name
requi