Modification 01 to Other Transaction Agreement DAABO7-98-3-6003 between U.S. Army CECOM and H. Power Corporation

Summary

This document is a modification to an existing agreement between the U.S. Army Communications-Electronics Command (CECOM) and H. Power Corporation regarding a fuel cell/battery hybrid project. The modification updates administrative details, such as the legal authority cited, changes in government representatives, and the address for payment processing. It also clarifies payment procedures and reporting requirements for project milestones. The agreement ensures that payments are only made for authorized work and that both parties maintain proper accounting and communication throughout the project.

EX-10.52 4 ex-10_52.txt EXHIBIT 10.52 DEPARTMENT OF THE ARMY U.S. ARMY COMMUNICATIONS-ELECTRONICS COMMAND ACQUISITION CENTER-WASHINGTON OPERATIONS OFFICE 2461 EISENHOWER AVENUE, ALEXANDRIA, VA ###-###-#### 12 May 1998 [LOGO] REPLY TO ATTENTION OF [LOGO] Acquisition Division B H. Power Corporation Attn: Mr. Arthur Kaufman, Vice President 60 Montgomery Street Belleville, NJ 07109 SUBJECT: Modification 01 to DAABO7-98-3-6003 (Other Transaction) for Fuel Cell/Battery Hybrid 1. This document constitutes Modification 01 to the subject Other Transaction Agreement between H. Power Corporation and U.S. Army CECOM Acquisition Center - -Washington, under the terms of Article III, paragraph C.3. The agreement is administratively modified as follows: 2. The "Authorities" line on the signature page is amended to read, "10 U.S.C. 2371" only. Strike through "U.S.C. 2358". 3. Article IV is amended to change the Government Agreement Administrator to Peggy W. Butler, and to add Peggy A. Melanson as Grants & Cooperative Agreements Officer. Article V, paragraph B.2 is amended to change the address for the paying office. A change page is provided. Remove the sixth page after the signature page and replace it with the change page. 5. Attachment 5 is amended to change the first Government representative from Ana M. Kimberly to Peggy W. Butler, and to add Peggy A. Melanson. A change page is provided. Remove the old Attachment 5 and replace it with the change page. /s/ Peggy A. Melanson -------------------------------------- Peggy A. Melanson Grants & Cooperative Agreement Officer United States of America Encl 1 GOVERNMENT AGREEMENT ADMINISTRATOR: Peggy W. Butler, Contracting Officer, (703) 325-4994; Peggy A. Melanson, Grants & Cooperative Agreement Officer, (703) 325-6096. H. POWER CONTRACT REPRESENTATIVE: Arthur Kaufman, Vice President, (201) 450-4400. Technical matters under this Agreement shall be referred to the following representatives: Government Program Manager: James E. Stephens, Jr., Project Engineer, (703) 704-2006 (CECOM Ft. Belvoir). H. POWER PROGRAM MANAGER: Peter Terry, Principal Investigator, (201) 450-4400. Each party may change its representatives named in this Article by written notification to the other party. ARTICLE V: OBLIGATION AND PAYMENT A. Obligation 1. The Government's liability to make payments to H. Power is limited to only those funds obligated under this Agreement or by amendment to the Agreement. 2. If modification becomes necessary in performance of this Agreement, pursuant to Article III, paragraph B, the Government Agreement Administrator and H. Power's Contract Representative shall execute a revised Schedule of Payable Milestones consistent with the then current Program Plan. B. Payments 1. Prior to submission of invoices to the Government, H. Power shall have and maintain an established accounting system which complies with generally accepted accounting principles, and with the requirements of this Agreement; and shall ensure that appropriate arrangements have been made for receiving, distributing and accounting for Federal funds. Consistent with this, an acceptable accounting system will be one in which all cash receipts and disbursements are controlled and documented properly. 2. H. Power shall document the accomplishments of each Payable Milestone by submitting the Payable Milestones Report required by Attachment 2, Part D. H. Power shall submit an original and five (5) copies of all invoices to the Government Agreement Administrator for payment approval. After written verification of the accomplishment of the Payable Milestone by the Government Program Manager, and Approval by the Government Agreement Administrator, the invoices will be forwarded to the payment office within thirty (30) calendar days of receipt of the invoices by the Government. PAYMENTS WILL BE MADE BY DEFENSE FINANCE ST. LOUIS, ATTN: DFAS-SL-FPV, P.O. BOX 240009, ST. LOUIS, MO 63120-0009 within ten (10) calendar days of the 2 ATTACHMENT 5 LIST OF GOVERNMENT AND H. POWER REPRESENTATIVES GOVERNMENT Peggy W. Butler CECOM Acquisition Center - Washington 2461 Eisenhower Avenue Alexandria, VA ###-###-#### Phone 0703) 325-4994 Fax ###-###-#### Peggy A. Melanson Grants & Cooperative Agreements Officer CECOM Acquisition Center - Washington 2461 Eisenhower Avenue Alexandria, VA ###-###-#### Phone ###-###-#### Fax ###-###-#### James E. Stephens, Jr. CECOM Research & Development Center South Environmental Systems Branch 10108 Gridley Road, Suite 1 Fort Belvoir, VA 22060-5817 Phone ###-###-#### Fax ###-###-#### H. POWER Arthur Kaufman Vice President H. Power Corporation 60 Montgomery Street Belleville, NJ 07109 Phone ###-###-#### Fax ###-###-#### 3