Subcontract Agreement Between BAE Systems Advanced Technologies, Inc. and Antenna Products Corporation for HAARP Antenna Matching Unit Assembly
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This agreement is between BAE Systems Advanced Technologies, Inc. and Antenna Products Corporation. Antenna Products will manufacture, package, and ship various antenna matching units and related components to the HAARP site in Alaska for a fixed price of $3,723,530.70. The contract runs from January 20, 2005, to November 1, 2005. BAE Systems will provide necessary drawings and some materials, while Antenna Products is responsible for timely delivery and proper handling. Payment is due within 30 days of invoice, and ownership transfers upon delivery at the HAARP site.
EX-10.B 2 bae_sub-contract.txt BAE SYSTEMS ATI SUBCONTRACT SUBCONTRACT 511-05-191 PROJECT TITLE: HAARP, HIGH & LOW BAND ANTENNA MATCHING UNIT ASSEMBLY PROJECT PRIME CONTRACT NO. N00014-02-D-0479, DELIVERY ORDER 011 & 013 FIRM FIXED PRICE ISSUED TO: ANTENNA PRODUCTS CORPORATION 101 S.E. 25th AVENUE MINERAL WELLS, TX 76067 ISSUED BY: BAE SYSTEMS ADVANCED TECHNOLOGIES, INC. 1250 TWENTY-FOURTH ST, NW WASHINGTON, DC 20037 Anthony Pugh Contract Administrator Phone: (202) 223 - 8808 Fax: (202) 223 -1377 E-Mail: ***@*** --------------------------- 1 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- SUBCONTRACT NO. 511-05-191 BETWEEN ANTENNA PRODUCTS CORPORATION AND BAE SYSTEMS ADVANCED TECHNOLOGIES, INC. EFFECTIVE DATE: DATE OF EXECUTION SUBCONTRACT TYPE: FIRM FIXED PRICE PERIOD OF PERFORMANCE 20 January 2005 to 1 November 2005 SUBCONTRACT VALUE: FIRM FIXED PRICE: $3,723,530.70 PAYMENT TERMS: NET 30 DAYS PRIME CONTRACT NO.: N00014-02-D-0479 PRIME CONTRACT DELIVERY ORDER NO: 0011 & 0013 SECURITY CLASSIFICATION: UNCLASSIFIED DPAS RATING: DO-C9(J) SUBCONTRACTOR EIN: 75-1964534 2 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- TABLE OF CONTENTS SECTION A .............................................................CONTRACT SECTION B ........................................SUPPLIES/SERVICES AND PRICES SECTION C .......................................DESCRIPTIONS/SPECIFICATIONS SECTION D ............................................. PACKAGING AND MARKING SECTION E ........................................ INSPECTION AND ACCEPTANCE SECTION F .........................................DELIVERIES OR PERFORMANCE SECTION G ...................................SUBCONTRACT ADMINISTRATION DATA SECTION H ....................................SPECIAL CONTRACT REQUIREMENTS SECTION I ...................GENERAL PROVISIONS AND FAR FLOWDOWN PROVISIONS SECTION J ...............................................LIST OF ATTACHMENTS SECTION K .................................REPRESENTATIONS AND CERTIFICATIONS 3 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- SECTION A CONTRACT A-1 INTRODUCTION This FIRM FIXED PRICE SUBCONTRACT is hereby made and entered into by and between BAE SYSTEMS Advanced Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter also called BAE SYSTEMS ATI, BAE, Contractor, or Buyer), and Antenna Products Corporation having a principal place of business in Mineral Wells, Texas (hereinafter also called APC, Subcontractor, or Seller). WITNESS THAT WHEREAS, BAE SYSTEMS ATI has entered into Prime Contract No. N00014-02-D-0479 to perform certain work and services for the U.S. Government; and WHEREAS, BAE SYSTEMS ATI desires to have APC perform certain work and services hereinafter described, and APC desires to perform certain work and services for BAE SYSTEMS ATI; and WHEREAS, the work and services hereinafter described to be performed by APC are related to the work and services to be furnished by BAE SYSTEMS ATI to the U.S. Government, NOW, THEREFORE, the parties mutually agree as follows: A-2 SUBCONTRACT TYPE Firm Fixed Price A-3 SUBCONTRACT VALUE The total cost for performance of the Work as defined in Section C is $3,723,530.70 which amount shall represent BAE SYSTEMS ATI's total hereunder unless changed by written modification to this Agreement, which is signed by authorized representatives of both parties. A-4 SUBCONTRACT EXECUTION In witness whereof, the duly authorized representatives of Buyer and Seller have executed this Subcontract. SELLER BUYER Antenna Products Corporation BAE SYSTEMS ADVANCED TECHNOLOGIES, INC. BY: Clark D. Wraight BY: Michael J. Murphy /s/Clark D. Wraight /s/Michael J. Murphy SIGNATURE: ----------------------- SIGNATURE: ------------------------------ TITLE: President TITLE: Contracts Manager DATE: January 21, 2005 DATE: January 24, 2005 4 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- SECTION B SUPPLIES/SERVICES AND PRICES B-1 SCOPE OF CONTRACT The general description of services to be provided under this Subcontract is for the manufacture, packing and the shipping to the HAARP site in Gakona, AK of the following items: 270 Low Band Antenna Matching Units (AMU's), 346 High Band AMU's, and various other antenna tower component mounting kit assemblies. A detailed Statement of Work is included in Subcontract Section C, Statement of Work. B-2 SUBCONTRACT LINE ITEM DESCRIPTION (SLIN) LIST SLIN # Description Qty FFP Amount - ------ ----------- --- ---------- 0001 Manufacture, Packing and Shipping of Low Band 135 $737,364.14 AMU's, BAE P/N ECE-98-4000-1 0002 Manufacture, Packing and Shipping of Low Band 135 $737,364.14 AMU's, BAE P/N ECE-98-4000-2 0003 Manufacture, Packing and Shipping of High Band 173 $1,009,887.76 AMU's BAE P/N CSI-04-4000-1 0004 Manufacture, Packing and Shipping of High Band 173 $1,009.887.76 AMU's BAE P/N CSI-04-4000-2 0005 Manufacture, Packing and Shipping of Current Sensor's 100 $21,500.00 BAE P/N ECE-98-4001 0006 Tower Component Mounting Kit 2800 $147,728.00 APC P/N 0004 ###-###-#### Switch Control Box Mounting Kits 140 $5,835.20 APC P/N 0004 ###-###-#### Current Monitor Mounting Kit 140 $9,979.20 APC P/N 0004 ###-###-#### Cable Mounting Kit 1050 $43,984.50 APC P/N 0004-1078-201 SECTION C DESCRIPTIONS/SPECIFICATIONS C-1 DESCRIPTIONS/SPECIFICATIONS Statement of Work: - ------------------ Subcontractor shall provide all labor, materials, facilities, equipment, packaging material, shipping and other services necessary to accomplish the Work and to produce and deliver the Deliverables described as follows: Deliverables: ------------- 5 SUBCONTRACT NO. 511-05-191 - -------------------------------------------------------------
Antenna Products Corp is responsible for shipping the deliverables to the HAARP site in Gakona, AK per the schedule outlined in Section F-1. This delivery schedule provides firm arrival deadlines for the deliverables at the HAARP site. It is permissible to ship earlier than the schedule. Antenna Products Corp is responsible for preparing and packaging the deliverables for shipment and for the shipping to the HAARP site. Notice of shipments must be provided to BAE Systems ATI so that preparations at the site can be made for their arrival. Transfer of ownership of the deliverables will occur at the HAARP site. As part of this subcontract, BAE Systems ATI will supply a complete drawing package (CD with drawing files in DWG format) for the Low Band AMU (ECE-98-4000), the High Band AMU (CSI-04-4000) and the Current Sensor (ECE-98-4001). All required prints and their correct revision level are listed in Attachment A. BAE Systems ATI will supply the following Customer Furnished Materials (CFM) to Antenna Products Corp in a timely manner to support the delivery schedule in Section F-1. Antenna Products Corp will not be responsible for the purchase of these materials but will need to handle and safeguard this material as normal inventory items. All unused material shall be returned to BAE Systems ATI at the completion of this subcontract. CFM for Low Band AMU's 1100 Capacitors, Draloric (Round),PE 140-300-5,Print ECE-98-4000(item 23) 275 Capacitors, Jennings, CKT 150-0030, Print ECE-98-4017 (item 12) 550 Relays, Kilovac, KC-22, Print ECE-98-4017 (item 27) 8000 ft Cable, HP-850-B, listed in notes on Prints ECE-98-4013, ECE-98-4014 and ECE-98-4015 CFM for High Band AMU's 360 Capacitors, MC2C-75, Print CSI-04-4001 (item 22) 360 Capacitors, MC3C-175, Print CSI-04-4001 (item 12) 360 Capacitors, MC3C-235, Print CSI-04-4001 (item 6) 700 Relays, KC-22, Print CSI-04-4001 (item 27) 7000 ft Cable, HP-850-B, listed in notes on Print CSI-04-4011 2500 ft Cable, HP-950-33, listed in notes on Print CSI-04-4010 6 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- Antenna Products Corp shall provide to BAE SYSTEMS ATI a copy of Antenna Products Corp's QA Plan that will be used to monitor progress of manufacturing by including the manufacturing processes, inspection, test, and acceptance. Antenna Products Corp's QA Plan is subject to review and approval by BAE SYSTEMS ATI's QA POC prior to the start of any manufacturing effort by Antenna Products Corp. SECTION D PACKAGING AND MARKING D-1 PACKAGING Packaging is to be supplied by the subcontractor. Each AMU unit is to be individually packaged within its own shipping container. Transportation is to be via air ride van from Antenna Products Corp facility to the Seattle, Washington area, by water to Anchorage, Alaska and again by air ride van to the HAARP Site in Gakona, Alaska. Any deviations from the above will require written approval from BAE Systems ATI. Packaging and marking of all deliverables shall be in accordance with the best commercial practice necessary to ensure safe and timely delivery at destination. D-2 CONTAINER MARKINGS A complete packing list shall be included with all shipments. Subcontractor shall mark containers or packages with necessary lifting, loading, and shipping information, including the BAE SYSTEMS ATI agreement number, item number, dates of shipment, and the names and address of consignor and consignee. Bills of lading shall include this agreement number. D-3 MARKING OF SUBCONTRACTOR REPORTS All reports submitted under this subcontract shall include: o The Prime Contract Number/ Delivery Order Number o Subcontract Number o Forwarded Prepaid o Provide preservation, packaging and marking which shall afford adequate protection against physical damage during shipment for all deliverable items. o All reports shall be packaged and forwarded to: BAE Systems Advanced Technologies Inc. 1250 24th Street, N.W. Washington, D.C. 20037 Attn: Paul Darling SECTION E INSPECTION AND ACCEPTANCE E-1 INSPECTION AND ACCEPTANCE Final inspection and acceptance of all work, deliverables and report items will be performed by BAE SYSTEMS ATI quality assurance personal or by the Program Manager's designee. The Subcontractor shall be responsible for all materials delivered and work performed until completion and acceptance of the entire work for any completed unit of work that may have been accepted under this subcontract. 7 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- 1. The Subcontractor shall submit a complete and signed "Travelers Checklist", which will be audited by BAE Systems ATI POC on a regular basis showing AMU completion. This traveler checklist should include critical quality items (such as hardware torque and soldering inspection) that are to be signed off by QA inspectors at specific assembly and test points. BAE Systems ATI will do random audits of this process. 2. Subcontractor will test the AMU's using a network analyzer to catch any assembly errors and loose connections. This test will consist of hooking up, testing, print out results, and unhooking the AMU's from a network analyzer. The person performing the test must be qualified to support the use of/or troubleshoot the network analyzer. BAE Systems ATI will provide the initial training and support as well as the software, computer, GPIB card, and connectors for the network analyzer. 3. The units can be shipped to the HAARP Site only after the receipt and acceptance of the Traveler Checklist and Test Data for each unit. SECTION F DELIVERIES OR PERFORMANCE F-1 DELIVERIES Deliveries required in performance of this subcontract as set forth herein will be made in accordance with the following delivery schedule:
Delivery of the QA Plan, and other documentation required in performance of this subcontract as set forth herein will be made to: BAE SYSTEMS Advanced Technologies, Inc. 1250 Twenty-Fourth St., NW, Suite 850 Washington, DC 20037 Attn: Paul Darling 8 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- Delivery of the Deliverables required in performance of this Subcontract as set forth herein will be made to: BAE SYSTEMS Advanced Technologies, Inc. HAARP DP Site Milepost 11.3 TOK Cutoff Gakona, AK 99586 Attn: Program Manager/Designee All Deliveries shall be FOB Destination. A copy of all transmittal letters shall be mailed to the BAE SYSTEMS ATI Contractual Point of Contact identified in Section G-4 of this Subcontract. F-2 PERIOD OF PERFORMANCE The Period of Performance for this Subcontract is 20 January 2005 through 1 November 2005. The subcontractor shall plan and execute the work accordingly. F-3 PLACE OF PERFORMANCE Performance under this subcontract will take place at the Subcontractor's facility in Mineral Wells, Texas. SECTION G SUBCONTRACT ADMINISTRATION DATA G-1 INVOICING AND PAYING INSTRUCTIONS Submit one original invoice to: BAE SYSTEMS Advanced Technologies, Inc. 1250 Twenty-Fourth St., NW Washington, DC 20037 Attention: Anthony Pugh Invoices may be submitted no more often than monthly after approved "Travelers Checklist" has been received by BAE SYSTEMS ATI, on a per unit completed basis. Anticipated payment schedule as follows: Milestone Payments Description Payment Anticipated Date - --------------------------------------------------------------------- Payment # 1 (With Notice to Proceed) $494,945.66 Jan 25, 2005 Payment # 2 $249,760.48 Mar 15, 2005 Total Milestones $744,706.14 Delivery Payments Per delivery schedule or sooner Invoices to use the following part numbers and price per unit Part # / Description Quantity Price/Unit Total Value - ----------------------------------------------------------------------------- ECE-98-4000-1 / LB AMU 135 $4 ###-###-#### $589,891.31 ECE-98-4000-2 / LB AMU 135 $4 ###-###-#### $589,891.31 CSI-04-4000-1 / HB AMU 173 $4 ###-###-#### $807,910.21 9 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- CSI-04-4000-2 / HB AMU 173 $4 ###-###-#### $807,910.21 ECE-98-4001 / Current Sensor 100 $172.0000 $17,200.00 0004-1072-201 / Tower Component Mtg Kit 2800 $42.2080 $118,182.40 0004-1074-201 / Switch Control Box Mtg Kit 140 $33.3440 $4,668.16 0004-1076-201 / Current Monitor Box Mtg Kit 140 $57.0240 $7,983.36 0004-1078-201 / Cable Mtg Kit 1050 $33.5120 $35,187.60 Total Delivery Payments $2,978,824.56 Total Payments $3,723,530.70 In accordance with the provisions of this Agreement and conditioned upon satisfactory performance of Subcontractor's obligations hereunder, BAE SYSTEMS ATI will pay the approved amounts of Subcontractor's interim payment vouchers within thirty (30) days after BAE SYSTEMS ATI's receipt thereof at the aforementioned address; except that if BAE SYSTEMS ATI, in good faith, disputes and does not approve an item billed BAE SYSTEMS ATI will notify Subcontractor of the portion disputed within 5 days and withhold payment thereof until settlement of the dispute. Such right of BAE SYSTEMS ATI to withhold such payments shall not constitute or imply acceptance of the Work or Deliverables. BAE SYSTEMS ATI will have no direct or indirect obligation to pay, reimburse or otherwise bear any rates, costs, expenses or other charges or amounts whatsoever, except as agreed to herein; it being understood that all of Subcontractor's work shall be performed by Subcontractor at Subcontractor's sole cost, risk and expense, except as otherwise expressly agreed to in writing. Completion criteria for invoice purposes will be when a "Travelers Checklist" has been completed by both APC and BAE Quality Assurance personnel, and BAE Quality Assurance personnel has approved work as being satisfactory or completed. Final Payment under this subcontract shall be predicated upon receipt and acceptance by BAE SYSTEMS ATI of all performance and Deliverables called for hereunder; final accounting for and disposition of government property; the assignment to BAE SYSTEMS ATI of any refunds; and the release discharging BAE SYSTEMS ATI from liabilities. G-2 PAYMENT AND CORRESPONDENCE ADDRESS Payment under this subcontract shall be made to: ANTENNA PRODUCTS CORPORATION ACCT# 600058164 C/O Frost National Bank PO Box 164009 Fort Worth, TX 76161-4009 G-3 CONTRACT ADMINISTRATION The BAE SYSTEMS ATI Contract Administrator shall be the only individual authorized to direct and/or redirect the effort or in any way amend any of the terms of this subcontract other than those instances specifically delegated to an Administrative Contracting Officer, or a Termination Contracting Officer, by a General Provision of this subcontract. No verbal statement of any person whomsoever shall, in any manner or degree, modify or otherwise affect the terms 10 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- of this subcontract. In the event effects any such change at the direction of any person other than the BAE SYSTEMS ATI Contract Administrator, the change will be considered to have been made without administrative authority and no adjustment will be made in the authorized funding to cover any increase in costs incurred as a result thereof. G-4 POINTS OF CONTACT The individuals identified below may be contacted for contractual and technical administration of this Subcontract. Any notices consents or approvals required or permitted by this Agreement shall be in writing and shall be given to the contractual Point of Contact or to such other address as the party to receive the same shall have designated to the other party hereto. BAE SYSTEMS ATI: - ---------------- Contractual Technical - ----------- --------- Name: Anthony Pugh Name: Dr. Rob Jacobsen Title: Contract Administrator Title: Program Manager Voice: 202 ###-###-#### Voice: 202 ###-###-#### FAX: 202 ###-###-#### FAX: 202 ###-###-#### E-mail: ***@*** E-mail: ***@*** --------------------------- ----------------------- Quality Assurance - ----------------- Name: Paul Darling Title: Assistant Program Manager Voice: 202 ###-###-#### FAX: 202 ###-###-#### E-mail: ***@*** --------------------------- SUBCONTRACTOR: - -------------- Contractual Technical - ----------- --------- Name: Clark D. Wraight Name: Angus Hume ------------- ------------- Title: President Title: Program Manager ------------- --------------- Voice: (940 ###-###-#### Voice: (940 ###-###-#### ------------- ------------- FAX: (940 ###-###-#### FAX: (940 ###-###-#### ------------- ------------- E-MAIL: ***@*** E-MAIL: ***@*** ---------------------------- ------------------------- G-5 PROGRAM MANAGER Performance under the work hereunder is subject to the technical direction of BAE SYSTEMS ATI's Program Manager or his designee. If the Program Manager assigns a designee, such designee shall be identified in a written 11 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- correspondence signed by the BAE SYSTEMS ATI Contract Administrator and provided to the Subcontractor Contractual Point of Contact as identified in Section G-4 of this Agreement. For the purpose of this clause, technical direction includes the following: (a) Direction to the Subcontractor that shifts work emphasis between work areas or tasks, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the objectives described in the statement of work. (b) Guidelines to the Subcontractor that assist in the interpretation of drawings, specifications or technical portions of work description. The Program Manager does not have the authority to issue any direction under this contract, either technical or otherwise, that increases BAE SYSTEMS ATI's financial obligation hereunder. SECTION H SPECIAL CONTRACT REQUIREMENTS H-1 CLAIMS AGAINST SUBCONTRACTOR Subcontractor shall not be in default because of any failure to If notification of any claim perform this subcontract under its against the Subcontractor arising terms if the failure arises from out of labor or materials furnished causes beyond the control and to the project has been made to BAE without the fault or negligence of SYSTEMS ATI, BAE SYSTEMS ATI may, Subcontractor. Examples of these at their discretion, withhold causes are (1) acts of God or of sufficient funds from any payments the public enemy, (2) acts of the to cover the cost of any such Government in either its sovereign claims pending their settlement to or Contractual capacity, (3) fires, the satisfaction of BAE SYSTEMS (4) floods, (5) epidemics, (6) ATI. BAE SYSTEMS ATI shall have the quarantine restrictions (7) right at any time to make payments strikes, (8) freight embargoes, and due under this Agreement by means (9) unusually severe weather. In of joint checks to the each instance, the failure to Subcontractor or directly to any of perform must be beyond the control the laborers, suppliers or and without the fault or negligence Subcontractors directly. of Subcontractor. "Default" includes failure to make progress H-2 DUST CONTROL in the work so as to endanger Not Used. performance. H-3 EMPLOYEE SITE - H-7 EXAMINATION OF COSTS EEO ORIENTATION For the purpose of evaluating Not Used. Subcontractor's costs with respect to requests for change proposal, H-4 ENVIRONMENTAL FIELD OFFICER and proposal for follow-on Not Used. procurement, Subcontractor agrees that BAE SYSTEMS ATI may subject H-5 ENVIRONMENTAL IMPACTS such proposals, requests or reports Not Used. and related fianancial data to anaysis type examintation. For such H-6 EXCUSABLE DELAYS purposes, Subcontractor must make Except for defaults of available all data supporting Subcontractor at any tier, direct costs to DCAA or any other 12 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- authorized governement official. maintenance or disposal of Government-furnished property that H-8 EXISITING UTILITIES may come into Subcontractor's Not Used. possession during Subcontractor's performance of this subcontract; H-9 FAILURE TO COMPLY WITH EQUAL such handling, use, maintenance or OPPORTUNITY REGULATIONS disposal is governed by the This Subcontract may be canceled by government furnished property BAE SYSTEMS ATI up to 30 days after clause in Section I of this award and without liability to BAE subcontract. SYSTEMS ATI or others for any payment or otherwise, if H-12 INSURANCE Subcontractor is found by the In accordance with the Contract United States Government, on the Clause FAR 52.228-7 entitled basis of a compliance review, not "Insurance Liability to Third able to comply with the provisions Persons", the following kinds and of the Equal Opportunity minimum amounts of insurance are regulations clause incorporated required during the performance of herein and the Equal Opportunity this contract: regulations of the Government. (a) Worker's Compensation and Employer's Liability H-10 FURTHER ASSURANCES Insurance: Subcontractor will, and will cause (i) The amount required its employees, officers, agents and by the state where representatives to, prepare and performance will execute at the executing party's occur, under expense, and will deliver, at the applicable Worker's reasonable request of BAE SYSTEMS Compensation and ATI, any and all documents or occupational disease instruments reasonably necessary or statutes. appropriate to create, evidence or (ii)Employer's liability confirm the grant, discharge, or insurance in the release, as the case may be, of any minimum amount of right, interest or obligation $1,000,000 per person acquired by BAE SYSTEMS ATI and $1,000,000 per pursuant to this Agreement. accident. (b) General Liability H-11 GOVERNMENT PROPERTY Insurance: Bodily injury, BAE SYSTEMS ATI shall retain title sickness or death liability to all property furnished to and coverage on the utilized by Subcontractor in comprehensive form of performance of this subcontract. policy at $1,000,000 per Subcontractor shall label, occurrence and $1,000,000 maintain, and dispose of BAE for loss or damage to SYSTEMS ATI's property, including property in one accurrence. scrap, according to BAE SYSTEMS (c) Automobile Liability ATI's written direction, and Insurance: Coverage shall Subcontractor shall be responsible be on the comprehensive for all loss or damage to BAE form of policy. The policy SYSTEMS ATI's property in shall provide for bodily Subcontractor's possession. This injury and property damage clause does not govern liability covering the Subcontractor's handling, use, operation of all 13 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- automobiles used in obtain, maintain, and keep connection with performing in force, during the time the subcontract. Policies in which they are engaged covering automobiles in performing Services operated in the United hereunder, adequate States shall provide insurance coverage in coverage of at least accordance with $200,000 per person and Subcontractors' normal $500,000 per occurrence for practice and furnish BAE bodily injury and $20,000 SYSTEMS ATI acceptable per occurrence for property evidence of such insurance. damage. (i) BAE SYSTEMS ATI shall not (d) The amount of liability be liable for loss or coverage on other policies damage to equipment, shall be commensurate with supplies, and materials any legal requirements of belonging to the the locality and sufficient Subcontractor or used on to meet normal and behalf of Subcontractor for customary claims. Subcontractor's performance (e) All policies shall be hereunder. Any insurance endorsed to provide that policies carried by underwriters and insurance Subcontractor or third companies of Subcontractor party on said equipment, shall not have any right of supplies and materials subrogation against BAE shall provide for waiver of SYSTEMS ATI and agents, underwriter's right to employees, invites, subrogation against BAE subcontractors, insurers, SYSTEMS ATI. underwriters, and other (j) Unless otherwise provided such parties as BAE SYSTEMS pursuant to FAR 52.228-7, ATI may designate. it is expressly agreed and (f) Subcontractor shall furnish understood that the cost of Certificate of Insurance to premiums and deductibles BAE SYSTEMS ATI evidencing for insurance described in the insurance required this Agreement is a hereunder and upon request, non-reimbursable cost. BAE SYSTEMS ATI may examine (k) Primary Insurance - It is true copies of the actual hereby understood and policies. Each certificate agreed that any coverage shall provide that thirty provided BAE SYSTEMS ATI by (30) days prior written Subcontractor's insurance notice shall be given to under this Agreement is BAE SYSTEMS ATI in the primary insurance and shall event of cancellation or not be considered material change in policies contributory insurance with occurs any insurance policies of (g) All policies shall be BAE SYSTEMS ATI. endorsed to provide that (l) By so specifying, BAE there will be no recourse SYSTEMS ATI may require against BAE SYSTEMS ATI for additional types of payment of premium. insurance. (m) These (h) Subcontractor shall require insurance provisions in no all subcontractors to way affect the liability of 14 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- Subcontractor as stated H-18 PERMITS elsewhere in this Not Used. Agreement. H-19 PERFORMANCE AND PAYMENT BOND H-13 LIGHTING Not Used. Not Used. H-20 RESPONSIBILITY FOR PERFORMANCE H-14 LIMITATION OF FUNDS (NOT BAE SYSTEMS ATI issuance of this APPLICABLE TO FIRM FIXED subcontract is based in part on BAE PRICE CONTRACTS) SYSTEMS ATI's reliance upon Not used. Subcontractor's ability, expertise and knowledge of the expected H-15 NATIONAL CODES construction project, and Subcontractor's continuing The following codes are hereby compliance with all applicable laws incorporated into the subcontract and regulations during the by reference, with the same force performance of this subcontract. and effect as if it were provided Subcontractor shall not, by in full text. contract, operation of law, or (a) Uniform Building Code (UBC) otherwise, assign any of its rights (b) Uniform Mechanical Code delegate any of its duties or (UMC) obligations under this subcontract, (c) Uniform Plumbing Code (UPC) including but not limited to any (d) National Electrical Code right to monies due or to become (NEC) due, without BAE SYSTEMS ATI's (e) Americans with Disabilites prior written consent. No Act (ADA) assignment, delegation, or (f) National Fire Protection subcontracting by Subcontractor, Association (NFPA) with or without BAE SYSTEMS ATI's consent, shall relieve H-16 NOTIFICATION OF DEBARMENT/ Subcontractor of any of its SUSPENSION STATUS obligations under this subcontract. Subcontractor shall provide Notwithstanding the foregoing, immediate notice to the BAE SYSTEMS either party shall have the right ATI Contract Administrator in the to assign this subcontract to any event of being suspended, debarred successor of such party by way of or declared ineligible by any merger or consolidation or the Department or other Federal Agency, acquisition of substantially all of or upon receipt of a notice of the business and assets of the proposed debarment from another DoD assigning party relating to the Agency, during the performance of subject matter of this subcontract. this subcontract. This right shall be retained provided that such successor shall H-17 OFF-DUTY EMPLOYMENT expressly assume all the Subcontractor agrees not to employ obligations and liabilities of the any person who is and employee of assigning party under this the United States Government, subcontract, and that the assigning either civilian or military, party shall remain liable and without assuring that the employees responsible to the other party has complied with all the hereto for the performance and appropriate Department of Defense observance of all such obligations. Regulations pertaining to off-duty employment for Government H-21 SAFETY personnel. The Subcontractor shall be 15 SUBCONTRACT NO. 511-05-191 - ------------------------------------------------------------- responsible for safety related to required services, supervising and during prosecution of the work techniques used in their work, and and shall ensure that its employees assuring the quality of their and employees of its Subcontractors product.Subcontractor shall select, are notified of and observe and supervise and exercise control and abide by all safety regulations and direction over its employees under laws including, but not limited to this Subcontract. Subcontractor State of Alaska General Safety shall not supervise, direct or Code, U.S. Department of Labor control the activities of BAE Safety and Health Act of 1970, SYSTEMS ATI personnel. Except as including, any revisions of the may be otherwise expressly foregoing, that may hereafter be specified herein, Subcontractor applicable, and all applicable shall provide all necessary safety regulations. Said laws and administrative and other support to regulations are designed as minimum its employees. requirements for the Subcontractor, and the Subcontractor shall take H-25 SUBCONTRACTING RESTRICTIONS any additional precautions Subcontractor may not issue necessary or proper under the second-tier subcontracts to circumstances to prevent injury or business concerns that have been death to persons and/or damage to debarred from contracting with the property. Neither compliance with U.S. Government. Nor shall the such laws and regulations by Subcontractor issue second-tier Subcontractor nor BAE SYSTEMS ATI's subcontracts to foreign owned approval of any actions or business concerns. procedures of the Subcontractor as provided herein, shall relieve the H-26 TRASH AND WASTE Subcontractor of its obligations to Not Used always use due care in performing services under this subcontract. H-27 WATER AND SANITARY SERVICES Not Used. The Subcontractor shall immediately notify BAE SYSTEMS ATI and, as soon thereafter as is practicable, furnish BAE SYSTEMS ATI with a written report of any damage to property and/or injury to, or death of, persons which occurs in connection with or is in any way related to the execution of services under this subcontract. H-22 SECURITY Not Used. H-23 SERVICE CONTRACT ACT - STATEMENT OF EQUIVALENT RATES Not Used. H-24 SUBCONTRACTOR PERSONNEL Subcontractor shall be responsible for selecting personnel who are well qualified to perform the 16 SECTION I GENERAL PROVISIONS AND FAR FLOWDOWN PROVISIONS - -------------------------------------------------------------------------------- SECTION I: GENERAL PROVISIONS 21 New Materials - ----------------------------- 22 Offset Credit/Cooperation 1 Acceptance of Contract/Terms and 23 Packing and Shipment Conditions 24 Payments, Taxes, And Duties 2 Applicable Laws 25 Precedence 3 Assignment 26 Priority Rating 4 Changes 27 Quality Control System 5 Commercial Computer Software 28 Release of Information 6 Communication with BAE SYSTEMS 29 Stop Work Order Customer 30 Severability 7 Contract Direction 31 Survivability 8 Default 32 Termination for Convenience 9 Definitions 33 Timely Performance 10 Disputes 34 Waiver, Approval, And Remedies 11 Export Control 35 Warranty 12 Extras 13 Furnished Property SECTION II: FAR FLOWDOWN PROVISIONS 14 Gratuities/Kickbacks ----------------------------------- 15 Independent Contractor A Incorporation of FAR Clauses Relationship B Government Subcontract 16 Information of BAE SYSTEMS C Notes 17 Information of Seller D Amendments Required by Prime 18 Inspection and Acceptance Contract 19 Insurance/Entry on BAE SYSTEMS E Preservation of the Government's Property Rights 20 Intellectual Property F FAR Flowdown Clauses SECTION I: GENERAL PROVISIONS included in SELLER's - ------------------------------ acknowledgment hereof are 1. ACCEPTANCE OF CONTRACT/TERMS hereby objected to by BAE AND CONDITIONS SYSTEMS and have no effect unless accepted in writing (a) This Contract integrates, by BAE SYSTEMS. merges, and supersedes any prior offers, 2. APPLICABLE LAWS negotiations, and (a) This Contract shall be agreements concerning the governed by and construed subject matter hereof and in accordance with the constitutes the entire laws of the State of agreement between the Delaware, excluding its Parties. choice of laws rules, except that any provision (b) SELLER's acknowledgment, in this Contract that is acceptance of payment, or (i) incorporated in full commencement of text or by reference from performance, shall the Federal Acquisition constitute SELLER's Regulation (FAR); or (ii) unqualified acceptance of incorporated in full text this Contract. or by reference from any agency regulation that (c) Additional or differing implements or supplements terms or conditions the FAR or; (iii) that is proposed by SELLER or substantially based on any 17 such agency regulation or or may demand payment FAR provision, shall be (in whole or in part) construed and interpreted of the corresponding according to the federal amounts. SELLER shall common law of government promptly pay amounts so contracts as enunciated demanded. and applied by federal judicial bodies, boards of (4)In the event it is contracts appeals, and determined that the quasi-judicial agencies of Work is not a the federal Government. Commercial Item as defined at FAR 2.101, (b) (1)SELLER agrees to then SELLER agrees the comply with all corresponding agency applicable laws, flowdowns shall be orders, rules, applicable to this regulations, and Contract, in lieu of ordinances. these terms and conditions, effective (2)If: (i) BAE SYSTEMS' as of the date of this contract price or fee Contract. is reduced; (ii) BAE SYSTEMS' costs are (c) SELLER represents that determined to be each chemical substance unallowable; (iii) any constituting or contained fines, penalties or in Work sold or otherwise interest are assessed transferred to BAE SYSTEMS on BAE SYSTEMS; or (iv) hereunder is on the list BAE SYSTEMS incurs any of chemical substances other costs or damages; compiled and published by as a result of any the Administrator of the violation of applicable Environmental Protection laws, orders, rules, Administration pursuant to regulations, or the Toxic Substances ordinances by SELLER, Control Act (15 U.S.C. its officers, Sec. 2601 et seq.) as employees, agents, amended. suppliers, or subcontractors at any (d) SELLER shall provide to tier, BAE SYSTEMS may BAE SYSTEMS with each proceed as provided for delivery any Material in (3) below. Safety Data Sheet applicable to the Work in (3)Upon the occurrence of conformance with and any of the containing such circumstances information as required by identified in (2) the Occupational Safety above, BAE SYSTEMS may and Health Act of 1970 and make a reduction of regulations promulgated corresponding amounts there under, or its state (in whole or in part) approved counterpart. in the price, or in the costs and fee, of this 3. ASSIGNMENT Contract or any other Any assignment of SELLER's contract with SELLER, contract rights or delegation 18 of duties shall be void, (c) Any claim for an equitable unless prior written consent adjustment by SELLER must is given by BAE SYSTEMS. be submitted in writing to However, SELLER may assign BAE SYSTEMS within thirty rights to be paid amounts due, (30) days from the date of or to become due, to a notice of the change, financing institution if BAE unless the Parties agree SYSTEMS is promptly furnished in writing to a longer a signed copy of such period. assignment reasonably in advance of the due date for (d) Failure to agree to any payment of any such amounts. adjustment shall be Amounts assigned to an resolved in accordance assignee shall be subject to with the "Disputes" clause setoffs or recoupment for any of this Contract. However, present or future claims of nothing contained in this BAE SYSTEMS against SELLER. "Changes" clause shall BAE SYSTEMS shall have the excuse SELLER from right to make settlements proceeding without delay and/or adjustments in price in the performance of this without notice to the Contract as changed. assignee. 5. COMMERCIAL COMPUTER SOFTWARE 4. CHANGES (a) As used in this clause, (a) The BAE SYSTEMS "restricted computer Procurement Representative software" means computer may at any time, by program, computer data written notice, and base, or documentation without notice to sureties thereof, that has been or assignees, make changes developed at private within the general scope expense and either is a of this Contract in any trade secret, is one or more of the commercial or financial following: (i) drawings, and confidential or designs or specifications; privileged, or is (ii) method of shipping or published and copyrighted, packing; (iii) place of and so marked when inspection, acceptance or delivered or otherwise point of delivery; and furnished. (iv) delivery schedule. (b) Notwithstanding any (b) If any such change causes provisions to the contrary an increase or decrease in contained in any SELLER's the cost of, or the time standard commercial required for, performance license or lease of any part of this agreement, SELLER agrees Contract, BAE SYSTEMS that the restricted shall make an equitable computer software adjustment in the Contract delivered under this price and/or delivery Contract shall provide the schedule, and modify the following rights to BAE Contract accordingly. SYSTEMS and the U.S. Changes to the delivery Government. schedule will be subject to a price adjustment (1)The restricted computer only. software may be: 19 (i)Used or copied for (vi) Used or copied for use in or with the use in or computer or transferred to a computers for which replacement it was acquired, computer. including use at any Government (c) Release from liability. installation to The SELLER agrees that the which such computer Government and BAE or computers may be SYSTEMS, and other persons transferred; to whom the Government or BAE SYSTEMS may have (ii)Used or copied for released or disclosed use in or with a commercial computer backup computer if software delivered or any computer for otherwise furnished under which it was this Contract, shall have acquired is no liability for any inoperative; release or disclosure of such commercial computer (iii)Reproduced for software that are not safekeeping marked to indicate that (archives) or such software are licensed backup purposes; data subject to use, modification, (iv)Modified, adapted, reproduction, release, or combined with performance, display, or other computer disclosure restrictions. software, provided that the modified, 6. COMMUNICATION WITH BAE SYSTEMS combined, or CUSTOMER adapted portions BAE SYSTEMS shall be solely of the derivative responsible for all liaison software and coordination with the BAE incorporating any SYSTEMS customer, including of the delivered, the U. S. Government, as it restricted affects the applicable Prime computer software Contract, this Contract, and shall be subject any related contract. to same restrictions set 7. CONTRACT DIRECTION forth in this (a) Only the BAE SYSTEMS Contract; Contract Administrator has authority to amend this (v) Disclosed to and Contract. Such amendments reproduced for use must be in writing. by support service contractors or (b) BAE SYSTEMS engineering their and technical personnel subcontractors, may from time to time subject to the render assistance or give same restrictions technical advice or set forth in this discuss or effect an Contract; and exchange of information 20 with SELLER's personnel terminated portion of this concerning the Work Contract. BAE SYSTEMS and hereunder. Such actions SELLER shall agree on the shall not be deemed to be amount of payment for a change under the these other deliverables. "Changes" clause of this Contract and shall not be (c) SELLER shall continue all the basis for equitable Work not terminated. adjustment. (d) If after termination under (c) Except as otherwise paragraph (a), it is later provided herein, all determined that SELLER was notices to be furnished by not in default, such the SELLER shall be sent termination shall be to the BAE SYSTEMS deemed a Termination for Contract Administrator. Convenience. 8. DEFAULT 9. DEFINITIONS The following terms shall have (a) BAE SYSTEMS, by written the meanings set forth below: notice, may terminate this Contract for default, in (a) "Buyer" means BAE SYSTEMS whole or in part, if Advanced Technologies, SELLER fails to comply Inc. (BAE SYSTEMS ATI). with any of the terms of this Contract, fails to (b) "Contract" means the make progress so as to instrument of contracting, endanger performance of such as "PO", "Purchase this Contract, or fails to Order", "Subcontract" or provide adequate assurance other such type of future performance. designation, including all Seller shall have ten (10) referenced documents, days (or such longer exhibits and attachments. period as BAE SYSTEMS may If these terms and authorize in writing) to conditions are cure any such failure incorporated into a after receipt of notice "master" agreement that from BAE SYSTEMS. Default provides for releases, (in involving delivery the form of a Purchase schedule delays shall not Order or other such be subject to the cure document) the term provision. "Contract" shall also mean the Release document for (b) BAE SYSTEMS shall not be the Work to be performed. liable for any Work not accepted; however, BAE (c) "Customer" means any SYSTEMS may require SELLER customer of BAE SYSTEMS to deliver to BAE SYSTEMS ATI, any subsequent owner, any supplies and operator or user of the materials, manufacturing Goods and any other materials, and individual, partnership, manufacturing drawings corporation or person or that SELLER has entity which has or specifically produced or acquires any interest in acquired for the the Goods from, through or 21 under BAE SYSTEMS ATI. a part of this Contract shall mean this (d) "FAR" means the Federal "Contract." Acquisition Regulation, issued as Chapter 1 of (n) "Subcontractor" means the Title 48, Code of Federal Party identified on the Regulations. face of the Contract with whom BAE SYSTEMS is (e) "BAE SYSTEMS" means BAE contracting. SYSTEMS CORPORATION, acting through its (o) "Work" means all required companies or business articles, materials, sites as identified on the supplies, goods, and face of this Contract. If services constituting the a subsidiary or affiliate subject matter of this of BAE SYSTEMS CORPORATION Contract. is identified on the face of the Contract then "BAE (p) "Owner" means the means SYSTEMS" means that BAE SYSTEMS Advanced subsidiary or affiliate. Technologies, Inc. (BAE SYSTEMS ATI). (f) "BAE SYSTEMS Procurement Representative" means the person authorized by BAE 10. DISPUTES SYSTEMS' cognizant All disputes under this procurement organization Contract which are not to administer and/or disposed of by mutual execute this Contract. agreement may be decided by recourse to an action at law (g) "Goods" means all goods, or in equity. Until final services, data software resolution of any dispute and other items furnished hereunder, SELLER shall or to be furnished to BAE diligently proceed with the SYSTEMS ATI under this performance of this Contract Subcontract. as directed by BAE SYSTEMS. (h) "Government" means the 11. EXPORT CONTROL government of the United (a) SELLER agrees to comply States. with all applicable U.S. export control laws and (i) "Prime Contract" means the regulations. Without Government Contract under limiting the foregoing, which this Subcontract is SELLER agrees that it will issued. not transfer any export controlled item, data or (k) "PO" or "Purchase Order" services, to include as used in any document transfer to foreign constituting a part of persons employed by or this Contract shall mean associated with, or under this "Contract." contract to SELLER or SELLER's lower-tier (l) "Seller" means the Party suppliers, without the identified on the face of authority of an Export the Contract with whom BAE License or applicable SYSTEMS is contracting. license exception. (m) "Subcontract" as used in (b) SELLER agrees to notify any document constituting BAE SYSTEMS if any 22 deliverable under this and/or upon completion of Contract is restricted by this Contract the SELLER export control laws or shall submit, in an regulations. acceptable form, inventory lists of Furnished (c) SELLER shall immediately Property and shall deliver notify the BAE SYSTEMS or make such other Procurement Representative disposal as may be if SELLER is listed in any directed by BAE SYSTEMS. Denied Parties List or if SELLER's export privileges (e) The Government Property are otherwise denied, clause contained in suspended or revoked in Section II shall apply in whole or in part by any U. lieu of paragraphs (a) S. Government entity or through (d) above with agency. respect to Government Furnished Property, or 12. EXTRAS property to which the Work shall not be supplied in Government takes title excess of quantities specified under this Contract. in the Contract. SELLER shall be liable for handling charges 14. GRATUITIES/KICKBACKS and return shipment costs for (a) No gratuities (in the form any excess quantities. of entertainment, gifts or otherwise) or kickbacks 13. FURNISHED PROPERTY shall be offered or given (a) BAE SYSTEMS may provide to by SELLER, to any employee SELLER property owned by of BAE SYSTEMS with a view either BAE SYSTEMS or its toward securing favorable customer (Furnished treatment as a supplier. Property). Furnished Property shall be used (b) By accepting this only for the performance Contract, SELLER certifies of this Contract. and represents that it has not made or solicited and (b) Title to Furnished will not make or solicit Property shall remain in kickbacks in violation of BAE SYSTEMS or its FAR 52.203-7 or the customer. SELLER shall Anti-Kickback Act of 1986 clearly mark (if not so (41 USC 51-58), both of marked) all Furnished which are incorporated Property to show its herein by this specific ownership. reference, except that paragraph (c)(1) of FAR (c) Except for reasonable wear 52.203-7 shall not apply. and tear, SELLER shall be responsible for, and shall 15. INDEPENDENT CONTRACTOR promptly notify BAE RELATIONSHIP SYSTEMS of, any loss or (a) SELLER is an independent damage. Without additional contractor in all its charge, SELLER shall operations and activities manage, maintain, and hereunder. The employees preserve Furnished used by SELLER to perform Property in accordance Work under this Contract with good commercial shall be SELLER's practice. employees exclusively without any relation (d) At BAE SYSTEMS' request, whatsoever to BAE SYSTEMS. 23 (b) SELLER shall be without additional charge. responsible for any costs or expenses including (b) No such inspection shall attorneys' fees, all relieve SELLER of its expenses of litigation obligations to furnish all and/or settlement, and Work in accordance with court costs, arising from the requirements of this any act or omission of Contract. BAE SYSTEMS' SELLER, its officers, final inspection and employees, agents, acceptance shall be at suppliers, or destination. subcontractors at any tier, in the performance (c) If SELLER delivers of any of its obligations non-conforming Work, BAE under this Contract. SYSTEMS may; (i) accept all or part of such Work 16. INFORMATION OF BAE SYSTEMS at an equitable price Information provided by BAE reduction; (ii) reject SYSTEMS to SELLER remains the such Work; or (iii) make, property of BAE SYSTEMS. or have a third party make SELLER agrees to comply with all repairs, the terms of any Proprietary modifications, or Information Agreement with BAE replacements necessary to SYSTEMS and to comply with all enable such Work to comply Proprietary Information in all respects with markings and Restrictive Contract requirements and Legends applied by BAE SYSTEMS charge the cost incurred to anything provided hereunder to SELLER. to SELLER. SELLER agrees not to use any BAE SYSTEMS (d) SELLER shall not re-tender provided information for any rejected Work without purpose except to perform this disclosing the corrective Contract and agrees not to action taken. disclose such information to third parties without the 19. INSURANCE/ENTRY ON BAE SYSTEMS prior written consent of BAE PROPERTY SYSTEMS. In the event that SELLER, its employees, agents, or 17. INFORMATION OF SELLER subcontractors enter the SELLER shall not provide any site(s) of BAE SYSTEMS or its Proprietary Information to BAE customers for any reason in SYSTEMS without prior connection with this Contract, execution by BAE SYSTEMS of a then SELLER and its Proprietary Information subcontractors shall procure Agreement. and maintain worker's compensation, comprehensive 18. INSPECTION AND ACCEPTANCE general liability, bodily (a) BAE SYSTEMS and its injury and property damage customer may inspect all insurance in reasonable Work at reasonable times amounts, and such other and places, including, insurance as BAE SYSTEMS may when practicable, during require. In addition, SELLER manufacture and before and its subcontractors shall shipment. SELLER shall comply with all site provide all information, requirements. SELLER shall facilities, and assistance indemnify and hold harmless necessary for safe and BAE SYSTEMS, its officers, convenient inspection employees, and agents from any 24 losses, costs, claims, causes that is based upon a claim of action, damages, that the Work performed or liabilities, and expenses, delivered under this including attorneys' fees, all Contract infringes or expenses of litigation and/or otherwise violates the settlement, and court costs, intellectual property by reason of property damage rights of any person or or loss or personal injury to entity. any person caused in whole or in part by the actions or (b) With regard to any omissions of SELLER, its modifications that SELLER officers, employees, agents, makes to any Work in the suppliers, or subcontractors. performance of this SELLER shall provide BAE Contract, BAE SYSTEMS and SYSTEMS thirty (30) days the Government shall have advance written notice prior a nonexclusive, to the effective date of any irrevocable, world wide cancellation or change in the license and right under term or coverage of any of any intellectual property SELLER's required insurance. right obtained to cover SELLER shall send a such modifications to "Certificate of Insurance" make, have made, use, showing SELLER's compliance sell, copy, distribute, with these requirements. make derivative works or SELLER shall name BAE SYSTEMS compilations, display as an additional insured for publicly, or perform the duration of this Contract. publicly such Insurance maintained pursuant modifications. to this clause shall be considered primary as respects 21. NEW MATERIALS the interest of BAE SYSTEMS Unless otherwise specified, and is not contributory with the Work to be delivered any insurance that BAE SYSTEMS hereunder shall consist of new may carry. "Subcontractor" as materials, as defined in FAR used in this clause shall 52.211-5 not used, or include SELLER's reconditioned, remanufactured, subcontractors at any tier. or of such age as to impair its usefulness or safety. 20. INTELLECTUAL PROPERTY (a) SELLER warrants that the 22. OFFSET CREDIT/COOPERATION Work performed and All offset or countertrade delivered under this credit value resulting from Contract will not infringe this Contract shall accrue or otherwise violate the solely to the benefit of BAE intellectual property SYSTEMS. SELLER agrees to rights of any third party cooperate with BAE SYSTEMS in in the United States or the fulfillment of any foreign any foreign country. offset/countertrade SELLER agrees to defend, obligations. indemnify and hold harmless BAE SYSTEMS and 23. PACKING AND SHIPMENT its customers from and (a) Unless otherwise against any claims, specified, all Work is to damages, losses, costs and be packed in accordance expenses, including with good commercial reasonable attorneys' practice. fees, arising out of any action by a third party (b) A complete packing list 25 shall be enclosed with all precedence: (1) Face of the shipments. SELLER shall Purchase Order, Release mark containers or document or Schedule, (which packages with necessary shall include continuation lifting, loading, and sheets), as applicable, shipping information, including any Special including the BAE SYSTEMS Provisions; (2) Any Contract number, item master-type agreement (such as number, dates of shipment, corporate, sector or blanket and the names and agreements); (3) these General addresses of consignor and Provisions; and (4) Statement consignee. Bills of lading of Work. shall include this Contract number. 26. PRIORITY RATING If so identified, this (c) Unless otherwise Contract is a "rated order" specified, delivery shall certified for national defense be FOB Destination. use, and the SELLER shall follow all the requirements of 24. PAYMENTS, TAXES, AND DUTIES the Defense Priorities and (a) Unless otherwise provided, Allocation System (DPAS) terms of payment shall be Regulation (15 CFR Part 700). net thirty (30) days from Under DPAS regulations, if the latest of the this Contract supports the following: (i) BAE U.S. Government, is DX or DO SYSTEMS' receipt of the Rated, and exceeds $50,000.00, SELLER's proper invoice; the Contractor must (ii) Scheduled delivery acknowledge acceptance of date of the Work; or (iii) DX-Rated orders within ten Actual delivery of the (10) days, and DO-Rated orders Work. BAE SYSTEMS shall within fifteen (15) days of have a right of setoff receipt hereof. Commencement against payments due or at of performance of the work issue under this Contract called for by this Contract in or any other contract the absence of seller's between the Parties. written acknowledgement thereof shall be deemed (b) Payment shall be deemed to acceptance of this Contract as have been made as of the written. date of mailing BAE SYSTEMS' payment or 27. QUALITY CONTROL SYSTEM electronic funds transfer. (a) SELLER shall provide and maintain a quality control (c) Unless otherwise system to an industry specified, prices include recognized Quality all applicable federal, Standard and in compliance state and local taxes, with any other specific duties, tariffs, and quality requirements similar fees imposed by identified in this any government, all of Contract. which shall be listed separately on the invoice. (b) Records of all quality control inspection work by 25. PRECEDENCE SELLER shall be kept Any inconsistencies in this complete and available to Contract shall be resolved in BAE SYSTEMS and its accordance with the following customers. descending order of 26 28. RELEASE OF INFORMATION completed, or is terminated, Except as required by law, no SELLER shall not be relieved public release of any of those obligations contained information, or confirmation in the following provisions: or denial of same, with respect to this Contract or (a) Applicable Laws Export the subject matter hereof, Control Independent will be made by SELLER without Contractor Relationship the prior written approval of Information of BAE SYSTEMS BAE SYSTEMS. Insurance/Entry on BAE SYSTEMS Property 29. STOP WORK ORDER Intellectual Property Performance and Payment (a) SELLER shall stop Work for Bond Release of up to ninety (90) days in Information Warranty accordance with the terms of any written notice (b) Those U. S. Government received from BAE SYSTEMS, flowdown provisions that or for such longer period by their nature should of time as the parties may survive. agree and shall take all reasonable steps to 32. TERMINATION FOR CONVENIENCE minimize the incurrence of (a) For specially performed costs allocable to the Work: BAE SYSTEMS may Work during the period of terminate part or all of Work stoppage. this Contract for its convenience by giving (b) Within such period, BAE written notice to SELLER. SYSTEMS shall either BAE SYSTEMS' only terminate or continue the obligation shall be to pay Work by written order to SELLER a percentage of the SELLER. In the event of a price reflecting the continuation, an equitable percentage of the Work adjustment in accordance performed prior to the with the principles of the notice of termination, "Changes" clause, shall be plus reasonable charges made to the price, that SELLER can delivery schedule, or demonstrate to the other provision affected satisfaction of BAE by the Work stoppage, if SYSTEMS, using generally applicable, provided that accepted accounting the claim for equitable principles, have resulted adjustment is made within from the termination. thirty (30) days after SELLER shall not be paid such continuation. for any Work performed or costs incurred which 30. SEVERABILITY reasonably could have been Each paragraph and provision avoided. of this Contract is severable, and if one or more paragraphs (b) In no event shall BAE or provisions are declared SYSTEMS be liable for lost invalid, the remaining or anticipated profits, or provisions of this Contract unabsorbed indirect costs will remain in full force and or overhead, or for any effect. sum in excess of the total Contract price. SELLER's 31. SURVIVABILITY termination claim shall be If this Contract expires, is submitted within ninety 27 (90) days from the (a) Failure by BAE SYSTEMS to effective date of the enforce any of the termination. provision(s) of this Contract shall not be (c) For other than specially construed as a waiver of performed Work: BAE the requirement(s) of such SYSTEMS may terminate part provision(s), or as a or all of this Contract waiver of the right of BAE for its convenience by SYSTEMS thereafter to giving written notice to enforce each and every SELLER and BAE SYSTEMS' such provision(s). only obligation to SELLER shall be payment of a (b) BAE SYSTEMS' approval of mutually agreed-upon documents shall not restocking or service relieve SELLER from charge. complying with any requirements of this (d) In either case, SELLER Contract. shall continue all Work not terminated. (c) The rights and remedies of BAE SYSTEMS in this 33. TIMELY PERFORMANCE Contract are cumulative (a) SELLER's timely and in addition to any performance is a critical other rights and remedies element of this Contract. provided by law or in equity. (b) Unless advance shipment has been authorized in 35. WARRANTY writing by BAE SYSTEMS, SELLER warrants that all Work BAE SYSTEMS may store at furnished pursuant to this SELLER's expense, or Contract shall strictly return, shipping charges conform to applicable collect, all Work received specifications, drawings, in advance of the samples, and descriptions, and scheduled delivery date. other requirements of this Contract and be free from (c) If SELLER becomes aware of defects in design, material difficulty in performing and workmanship. The warranty the Work, SELLER shall shall begin upon final timely notify BAE SYSTEMS, acceptance and extend for a in writing, giving period of (i) the pertinent details. This manufacturer's warranty period notification shall not or one (1) year, whichever is change any delivery longer, if SELLER is not the schedule. manufacturer and has not modified the Work or, (ii) one (d) In the event of a (1) year or the manufacturer's termination for warranty period, whichever is convenience or change, no longer if the SELLER is the claim will be allowed for manufacturer of the Work or any manufacture or has modified it. If any procurement in advance of non-conformity with Work SELLER's normal flow time appears within that time, unless there has been SELLER shall promptly repair, prior written consent by replace, or reperform the BAE SYSTEMS. Work. Transportation of replacement Work and return of 34. WAIVER, APPROVAL, AND REMEDIES non-conforming Work and repeat 28 performance of Work shall be at SELLER's expense. If repair 3. "CONTRACTOR" means the or replacement or SELLER, as defined in this reperformance of Work is not Agreement, acting as the timely, BAE SYSTEMS may elect immediate (first tier) to return the nonconforming subcontractor to BAE Work or repair or replace Work SYSTEMS. or reprocure the Work at SELLER's expense. All 4. "Prime Contract" means warranties shall run to BAE the contract between BAE SYSTEMS and its customer(s). SYSTEMS and the U.S. Any implied warranty of Government or between BAE merchantability and fitness SYSTEMS and its higher- for a particular purpose is tier contractor who has a hereby disclaimed. contract with the U.S. Government. SECTION II: FAR FLOWDOWN PROVISIONS 5. "Subcontract" means any - ----------------------------------- contract placed by the A. INCORPORATION OF FAR CLAUSES CONTRACTOR or lower-tier ---------------------------- subcontractors under this The Federal Acquisition Contract. Regulation (FAR) clauses referenced below are C. NOTES incorporated herein by ----- reference, with the same force 1. Substitute "BAE SYSTEMS" and effect as if they were for "Government" or given in full text, and are "United States" as applicable, including any applicable throughout notes following the clause this clause. citation, to this Contract. If the date or substance of any 2. Substitute "BAE SYSTEMS of the clauses listed below is Procurement different than the date or Representative" for substance of the clause "Contracting Officer", actually incorporated in the "Administrative Prime Contract referenced by Contracting Officer", and number herein, the date or "ACO" throughout this substance of the clause clause. incorporated by said Prime Contract shall apply instead. 3. Insert "and BAE SYSTEMS" after "Government" or B. GOVERNMENT SUBCONTRACT "Contracting Officer", as ---------------------- appropriate, throughout This Contract is entered into this clause. by the Parties in support of a U.S. Government contract. 4. Insert "or BAE SYSTEMS" after "Government" As used in the clauses throughout this clause. referenced below and otherwise in this Contract: 5. Communication/notification required under this clause 1. "Commercial Item" means a from/to the CONTRACTOR to/ commercial item as defined from the Contracting in FAR 2.101. Officer shall be through BAE SYSTEMS. 2. "Contract" means this contract. 29 D. AMENDMENTS REQUIRED BY PRIME ------------ ------------------ ---------------------------- REFERENCE TITLE CONTRACT ------------ ------------------ -------- 52.203-2 CERTIFICATE OF CONTRACTOR agrees that upon INDEPENDENT PRICE the request of BAE SYSTEMS it DETERMINATION will negotiate in good faith (APR 1985) with BAE SYSTEMS relative to ------------ ------------------ amendments to this Contract to 52.203-3 GRATUITIES (APR incorporate additional 1984) provisions herein or to change ------------ ------------------ provisions hereof, as BAE 52.203-5 COVENANT AGAINST SYSTEMS may reasonably deem CONTINGENT FEES necessary in order to comply (APR 1984) with the provisions of the ------------ ------------------ applicable Prime contract or 52.203-6 RESTRICTIONS ON with the provisions of SUBCONTRACTOR amendments to such Prime SALES TO THE contract. If any such GOVERNMENT (JUL amendment to this Contract 1995) causes an increase or decrease ------------ ------------------ in the estimated cost of, or 52.203-7 ANTI-KICKBACK the time required for, PROCEDURES (JUL performance of any part of the 1995) work under this Contract, an ------------ ------------------ equitable adjustment shall be 52.203-8 CANCELLATION, made pursuant to the "Changes" RESCISSION AND clause of this Contract. RECOVERY OF FUNDS FOR ILLEGAL OR E. PRESERVATION OF THE IMPROPER ACTIVITY ------------------- (JAN 1997) GOVERNMENT'S RIGHTS ------------ ------------------ ------------------- 52.203-10 PRICE OR FEE If BAE SYSTEMS furnishes ADJUSTMENT FOR designs, drawings, special ILLEGAL OR tooling, equipment, IMPROPER ACTIVITY engineering data or other (JAN 1997) technical or proprietary ------------ ------------------ information (Furnished Items) 52.203-12 LIMITATION ON to which the U. S. Government PAYMENTS TO owns or has the right to INFLUENCE CERTAIN authorize the use of, nothing FEDERAL herein shall be construed to TRANSACTIONS (JUN mean that BAE SYSTEMS, acting 1997) on its own behalf, may modify ------------ ------------------ or limit any rights the 52.209-6 PROTECTING THE Government may have to GOVERNMENT'S authorize the CONTRACTOR's use INTEREST WHEN of such Furnished Items in SUBCONTRACTING support of other U. S. WITH CONTRACTORS Government prime contracts. DEBARRED, SUSPENDED, OR F. FAR FLOWDOWN CLAUSES PROPOSED FOR -------------------- DEBARMENT (JUL The following FAR clauses 1995) apply to this Contract: DEBARMENT (JUL 1995) ------------ ------------------ 30 ------------ ------------------ PLAN (JAN 1999) 52.211-5 MATERIAL (ALTERNATIVE 1) REQUIREMENTS (OCT ------------ ------------------ 1997) 52.222-1 NOTICE TO ------------ ------------------ GOVERNMENT OF 52.214-26 AUDIT AND RECORDS LABOR DISPUTES - SEALED BIDDING (FEB 1997) (OCT 1997) ------------ ------------------ ------------ ------------------ 52.222-3 CONVICT LABOR (AUG 52.214-27 PRICE REDUCTION 1996) FOR DEFECTIVE COST ------------ ------------------ OR PRICING DATA - 52.222-4 CONTRACT WORK MODIFICATIONS - HOURS AND SAFETY SEALED BIDDING STANDARDS ACT - (OCT 1997) OVERTIME ------------ ------------------ COMPENSATION (SEP 52.214-28 SUBCONTRACTOR COST 2000) OR PRICING DATA - ------------ ------------------ MODIFICATIONS - 52.222-7 WITHHOLDING OF SEALED BIDDING FUNDS (FEB 1988) (OCT 1997) ------------ ------------------ ------------ ------------------ 52.222-8 PAYROLLS AND BASIC 52.215-2 AUDIT AND RECORDS RECORDS (FEB 1988) - NEGOTIATION (JUN ------------ ------------------ 1999) 52.222-9 APPRENTICES AND AND ALTERNATE II TRAINEES(FEB 1988) (APR 1998) ------------ ------------------ ------------ ------------------ 52.222-10 COMPLIANCE WITH 52.215-11 PRICE REDUCTION COPELAND ACT FOR DEFECTIVE COST REQUIREMENTS (FEB OR PRICING DATA - 1988) MODIFICATIONS (OCT ------------ ------------------ 1997) 52.222-12 CONTRACT ------------ ------------------ TERMINATION - 52.215-12 SUBCONTRACTOR COST DEBARMENT (FEB OR PRICING DATA 1988) (OCT 1997) ------------ ------------------ (Applicable to 52.222-14 DISPUTES Subcontractors CONCERNING LABOR over $550,000 STANDARDS (FEB only) 1988) ------------ ------------------ ------------ ------------------ 52.215-14 INTEGRITY OF UNIT 52.222-15 CERTIFICATION OF PRICES (OCT 1997) ELIGIBILITY (FEB AND ALTERNATE I 1988) (OCT 1997) ------------ ------------------ ------------ ------------------ 52.222-16 APPROVAL OF WAGE 52.215-19 NOTIFICATION OF RATES (FEB 1988) OWNERSHIP CHANGES ------------ ------------------ (OCT 1997) 52.222-20 WALSH HEALY ------------ ------------------ PUBLICE CONTRACTS 52.219-8 UTILIZATION OF ACT (DEC 1996) SMALL BUSINESS ------------ ------------------ CONCERNS (JAN 52.222-21 PROHIBITION OF 1999) SEGREGATED ------------ ------------------ FACILITIES (FEB 52.219-9 SMALL BUSINESS 1999) SUBCONTRACTING ------------ ------------------ 31 ------------ ------------------ ------------ ------------------ 52.222-26 EQUAL OPPORTUNITY 52.227-17 RIGHTS IN DATA - (FEB 1999) SPECIAL WORKS ------------ ------------------ (JUNE 1987) 52.222-35 EQUAL OPPORTUNITY ------------ ------------------ FOR SPECIAL 52.229-3 FEDERAL, STATE, DISABLED VETERAND, AND LOCAL TAXES VETERANS OF THE (JAN 1991) VIETNAM ERA, AND ------------ ------------------ OTHER ELIGIBLE 52.233-3 PROTEST AFTER VETERANS (DEC AWARD (AUG 1996) 1998) ------------ ------------------ ------------ ------------------ 52.236-5 MATERIALS AND 52.222-36 AFFIRMATIVE ACTION WORKMANSHIP (APR FOR WORKERS WITH 1984) DISABILITIES (JUN ------------ ------------------ 1998) 52.236-7 PERMITS AND ------------ ------------------ RESPONSIBILITIES 52.222-37 EMPLOYMENT REPORTS (NOV 91) ON SPECIAL ------------ ------------------ DISABLED VETERAND, 52.236-13 ACCIDENT VETERANS OF THE PREVENTION VIETNAM ERA, AND ------------ ------------------ OTHER ELIGIBLE 52.242-13 BANRUPTCY (JUL VETERANS (DEC 1995) 1998) ------------ ------------------ ------------ ------------------ 52.242-15 STOP WORK ORDER 52.222-44 FAIR LABOR (AUG 1989) STANDARDS ACT AND ------------ ------------------ SERVICE CONTRACT 52.243-1 CHANGES - FIXED ACT-PRICE PRICE (AUG 1987) ADJUSTMENT (FEB ------------ ------------------ 2002) 52.244-5 COMPETITION IN ------------ ------------------ SUBCONTRACTING 52.223-6 DRUG FREE (DEC 1996) WORKPLACE (JAN ------------ ------------------ 1997) 52.244-2 INSPECTION OF ------------ ------------------ SUPPLIES-FIXED 52.225-13 RESTRICTIONS ON PRICE (AUG 96) CERTAIN FOREIGN ------------ ------------------ PURCHASES (JUL 52.244-6 SUBCONTRACTS FOR 2000) COMMERCIAL ITEMS ------------ ------------------ AND COMMERCIAL 52.227-1 AUTHORIZATION AND COMPONENTS (OCT CONSENT (JUL 1995) 1998) ------------ ------------------ ------------ ------------------ 52.227-2 NOTICE AND 52.246-23 LIMITATION OF ASSISTANCE LIABILITY (FEB REGARDING PATENT 1997) AND COPYRIGHT ------------ ------------------ INFRINGEMENT (AUG 52.247-64 PREFERENCE FOR 1996) PRIVATELY OWNED ------------ ------------------ U.S-FLAG 52.227-3 PATENT INDEMNITY - COMMERCIAL VESSELS CONSTRUCTION (JUN 2000) CONTRACTS (APR ------------ ------------------ 1984) 52-249-2 TERMINATION FOR ------------ ------------------ CONVENIENCE OF THE 32 GOVERNMENT (FIXED Business PRICE) (SEP 1996) Subcontracting AND ALT I (SEP Plan (DOD 1996) Contracts)(Apr 96) ------------ ------------------ ------------ ------------------ 252 ###-###-#### Prohibition on Storage and G. DoD FAR SUPPLEMENT (DFARS) Disposal of Toxic ------------------------------ and Hazardous FLOWDOWN CLAUSES. Material (Apr 93) ----------------- ------------ ------------------ The following DoD FAR clauses ###-###-#### Preference for apply to this Contract: Certain Domestic Commodities (Apr ------------ ------------------ 02) REFERENCE TITLE ------------ ------------------ ------------ ------------------ 252 ###-###-#### Secondary Arab ###-###-#### Prohibition On Boycott of Israel Persons Convicted (Jun 92) of Fraud or Other ------------ ------------------ Defense-Contract - 252 ###-###-#### Reporting of Related Felonies Contract (Mar 99) Performance ------------ ------------------ Outside ###-###-#### Control of the United States Government Work (Jun 00) Product (Apr 92) ------------ ------------------ ------------ ------------------ 252 ###-###-#### Rights in Bid or ###-###-#### Provision of Proposal Information to Information (Jun Cooperative 95) Agreement Holders ------------ ------------------ (Dec 91) 252 ###-###-#### Limitations on the ------------ ------------------ Use or Disclosure ###-###-#### Acquisition from of Government- Subcontractors Furnished Subject to On-Site Information Marked Inspection under with Restrictive the Intermediate Legends (Jun 95) Range Nuclear ------------ ------------------ Forces Treaty ###-###-#### Validation of (Nov 95) Restrictive ------------ ------------------ Markings on ###-###-#### Subcontracting Technical Data with Firms That (Sep 99) are Owned or ------------ ------------------ Controlled by the ###-###-#### Supplemental Cost Government of a Principles (Dec Terrorist Country 91) (Mar 98) ------------ ------------------ ------------ ------------------ 252 ###-###-#### Material ###-###-#### Pricing Management and Adjustments (Dec Accounting System 91) (Dec 00) ------------ ------------------ ------------ ------------------ 252 ###-###-#### Small, Small ###-###-#### Pricing of Disadvantaged and Contract Woman-owned Small Modifications (Dec 91) 33 ------------ ------------------ 252 ###-###-#### Requests for Equitable Adjustment(Mar 98) ------------ ------------------ 252 ###-###-#### Reports on Government Property (May 94) ------------ ------------------ 34 SECTION J LIST OF ATTACHMENTS Attachment A AMU Print Number and Rev Levels 35 SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS NAME OF OFFEROR (Firm or Organization) Antenna Products Corporation ----------------------------------- OFFEROR DUNS NUMBER ###-###-#### ------------------------------------------------------ Proposal Title HAARP, High and Low Band Antenna Matching Unit Assembly ----------------------------------------------------------- Project Prime Contract No. N00014-02-D-0479, Delivery Order 011 & 013 - -------------------------------------------------------------------------- Proposal Number and/or Date January 21, 2005 ---------------------------------------------- 1. FAR 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (APR 1991) (Deviation D.L. 90-07) (a) The definitions and prohibitions contained in the clause, at FAR 52.203-12, Limitation on Payments to Influence Certain Federal Transactions, included in this solicitation, are hereby incorporated by reference in paragraph (b) of this certification. (b) The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief that on or after December 23, 1989 -- (1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement; (2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this solicitation, the offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and (3) He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly. (c) Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by section 1352, title 31, United States Code. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. 2. FAR 52.204-3TAXPAYER IDENTIFICATION (OCT 1998) (a) Definitions. Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member. 36 Taxpayer Identification Number (TIN), as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number. (b) All offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C.7701(c) and 3325(d), reporting requirements of 26 U.S.C.6041, 6041A, and 6050M, and implementing regulations issued by the IRS. If the resulting contract is subject to the payment reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. (c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror's relationship with the Government (31 U.S.C.7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN. (d) Taxpayer Identification Number (TIN). [X] TIN: 75-1964-534 ----------------------------- [ ] TIN has been applied for. [ ] TIN is not required because: [ ] Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; [ ] Offeror is an agency or instrumentality of a foreign government; Offeror is an agency or instrumentality of the Federal Government. (e) Type of organization. [ ] Sole proprietorship; [ ] Partnership; [ ] Corporate entity (not tax-exempt); [X] Corporate entity (tax-exempt); [ ] Government entity (Federal, State, or local); Foreign government; [ ] International organization per 26 CFR 1.6049-4; [ ] Other -------------------------------------- (f) Common parent. [ ] Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. [X] Name and TIN of common parent: Name --------------------------------------------------- TIN --------------------------------------------------- [ ] Name and TIN of common parent: Name PHAZAR CORP ------------------------------- TIN 75-1907070 ------------------------------- 37 3. FAR 52.204-5WOMEN-OWNED BUSINESS OTHER THAN SMALL BUSINESS (MAY 1999) (a) Definition. "Women-owned business concern," as used in this provision, means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and whose management and daily business operations are controlled by one or more women. (b) Representation. [Complete only if the offeror represents itself a women-owned business concern and has not represented itself as a small business concern in paragraph (b)(1) of FAR 52.219-1, Small Business Program Representations, of this solicitation] The offeror represents that it is, a women-owned business concern. 4. FAR 52.209-5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS (DEC 2001) (REFLECTS FAC 2001-03 FINALIZATION OF APRIL 2001 STAY VIA FAC 97-24) (a) (1) The Offeror certifies, to the best of its knowledge and belief, that -- (i) The Offeror and/or any of its Principals-- (A) Are [ ] are not [X] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have [ ] have not [X], within a 3-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and (C) Are [ ] are not [X] presently indicted for, or otherwise criminally or civilly charged by a government entity with, commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision. (ii) The Offeror has [ ] has not [X], within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) "Principals," for the purpose of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions). This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under section 1001, title 18, United States Code. 38 (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. 5. FAR 52.215-6 PLACE OF PERFORMANCE (OCT 1997) (a) The offeror or respondent, in the performance of any contract resulting from this solicitation, [ ] intends, [X] does not intend to use one or more plants or facilities located at a different address from the address of the offeror or respondent as indicated in this proposal or response to request for information. (b) If the offeror or respondent checks "intends" in paragraph (a) of this provision, it shall insert in the following spaces the required information: - --------------- ---------------------- ------------------------------------- Place of Performance Name and Address of Owner and Operator of the Plant or Facility if Other Than Offeror or Respondent - --------------- ---------------------- ------------------------------------- Name of Company - --------------- ---------------------- ------------------------------------- Street Address - --------------- ---------------------- ------------------------------------- City - --------------- ---------------------- ------------------------------------- State - --------------- ---------------------- ------------------------------------- County - --------------- ---------------------- ------------------------------------- Zip Code - --------------- ---------------------- ------------------------------------- 39 6. FAR 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2001) ALTERNATES (I/II) (Oct 2000) EFFECTIVE 1 OCTOBER 2000 THE NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) CODE REPLACED THE STANDARD INDUSTRIAL CLASSIFICATION SYSTEM (SIC). ALL REPRESENTATIONS AND CERTIFICATION FOR CONTRACT AWARDS OCCURRING ON OR AFTER 1 OCTOBER 2000 MUST PROVIDE THE NAICS CODE. ENTER THE NAICS CODE IN EFFECT AT THE TIME OF AWARD. THESE CODES ARE IN THE 1997 U.S. NAICS MANUAL ACCESSED AT: The Small Business Administration NAICS Website: http://www.sba.gov/size/Table-of-Small-Business-Size-Standards- - --------------------------------------------------------------- from-final-rule.html - -------------------- U.S. Census Bureau NAICS Website: http://www.census.gov/pub/epcd/www/naics.html. --------------------------------------------- (a) (1) The North American Industry Classification System (NAICS) code for this acquisition is 333415. (2) The small business size standard is 750 employees. (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b) Representations. (1) The offeror represents as part of its offer that it [X]is, [ ]is not a small business concern. (2) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents, for general statistical purposes, that it [ ]is, [X]is not, a small disadvantaged business concern as defined in 13 CFR 124.1002. (3) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents as part of its offer that it [ ] is, [X]is not a women-owned small business concern. (4) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offertory represents as part of its offer that it [ ] is, [X]is not a veteran-owned small business concern. (5) (Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (b)(4) of this provision.) The offeror represents as part of its offer that is [ ] is, is [X] not a service-disabled veteran-owned small business concern. ALTERNATE I (OCT 2000) (6) [Complete only if offeror represented itself as small business concern in paragraph (b)(1) of this provision]. The offeror represents, as part of its offer, that-- (i) It [ ] is, [X] is not a HUB Zone small business concern listed, on the date of this representation, on the List of Qualified HUB Zone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUB Zone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR Part 126; and 40 (ii) It [ ]is, [X]is not a joint venture that complies with the requirements of 13 CFR Part 126, and the representation in paragraph (b)(6)(i) of this provision is accurate for the HUB Zone small business concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the HUB Zone small business concern or concerns that are participating in the joint venture: ----------- -------------------------------------------.] Each HUB Zone small business concern participating in the joint venture shall submit a separate signed copy of the HUB Zone representation. ALTERNATE II (OCT 2000) (7) [Complete if offeror represented itself as disadvantaged in paragraph (b)(2) of this provision.] The offeror shall check the category in which its ownership falls: [ ] Black American. [ ] Hispanic American. [ ] Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians). [ ] Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust Territory of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru). [ ] Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal). [ ] Individual/concern, other than one of the preceding. (c) Definitions. As used in this provision-- (1) "Service-disabled veteran-owned small business concern" means a ------------------------------------------------------- small business concern- (i) where at least 51 percent of is owned by one or more service-disabled veterans or, in the case of any publicly owned business, at least 51 percent of the stock of is owned by one or more service-disabled veterans; and (ii)The management and daily business operations are controlled by one or more service-disabled veterans or, in the case of a veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16). 41 "Small business concern," means a concern, including its affiliates, that ------------------------- is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size standard in paragraph (a) of this provision. "Veteran-owned small business concern" means a small business concern- -------------------------------------- (1) which is at least 51 percent owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, at least 51 percent of the stock is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. "Women-owned small business concern," means a small business concern -- ------------------------------------- (1) which is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) whose management and daily business operations are controlled by one or more women. (d) Notice. (1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished. (2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a small, HUB Zone small, small disadvantaged, or women-owned small business concern in order to obtain a contract to be awarded under the preference programs established pursuant to section 8(a), 8(d), 9, or 15 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall -- (i) Be punished by imposition of fine, imprisonment, or both; (ii) Be subject to administrative remedies, including suspension and debarment; and (iii) Be ineligible for participation in programs conducted under the authority of the Act. 7. FAR 52.219-22 SMALL DISADVANTAGED BUSINESS STATUS (OCT 1999) (a) General. This provision is used to assess an offeror's small disadvantaged business status for the purpose of obtaining a benefit on this solicitation. Status as a small business and status as a small disadvantaged business for general statistical purposes is covered by the provision at FAR 52.219-1, Small Business Program Representation. (b) Representations. 42 (1) General. The offeror represents, as part of its offer, that it is a small business under the size standard applicable to this acquisition; and either-- [ ] (i) It has received certification by the Small Business Administration as a small disadvantaged business concern consistent with 13 CFR 124, Subpart B; and (A) No material change in disadvantaged ownership and control has occurred since its certification; (B) Where the concern is owned by one or more disadvantaged individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (C) It is identified, on the date of its representation, as a certified small disadvantaged business concern in the database maintained by the Small Business Administration (PRO-Net); or [ ] (ii) It has submitted a completed application to the Small Business Administration or a Private Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control has occurred since its application was submitted. (2) [ ] For Joint Ventures. The offeror represents, as part of its offer, that it is a joint venture that complies with the requirements at 13 CFR 124.1002(f) and that the representation in paragraph (b)(1) of this provision is accurate for the small disadvantaged business concern that is participating in the joint venture. [The offeror shall enter the name of the small disadvantaged business concern that is participating in the joint venture: .] ------------------------- (c) Penalties and Remedies. Anyone who misrepresents any aspects of the disadvantaged status of a concern for the purposes of securing a contract or subcontract shall-- (1) Be punished by imposition of a fine, imprisonment, or both; (2) Be subject to administrative remedies, including suspension and debarment; and (3) Be ineligible for participation in programs conducted under the authority of the Small Business Act. ALTERNATE I (OCT 1998) (3) Address. The offeror represents that its address [ ] is, [ ] is not in a region for which a small disadvantaged business procurement mechanism is authorized and its address has not changed since its certification as a small disadvantaged business concern or submission of its application for certification. The list of authorized small disadvantaged business procurement mechanisms and regions is posted at http://www.arnet.gov/References/sdbadjustments.htm. The offeror shall use the list in effect on the date of this solicitation. "Address," as used in this provision, means the address of the offeror as listed on the Small Business Administrations register of small disadvantaged business concerns or the address on the completed application that the concern has submitted to the Small Business Administration or a Private Certifier in accordance with 13 CFR part 124, subpart B. For joint ventures, "address" refers to the address of the small disadvantaged business concern that is participating in the joint venture. 43 8. FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999) The offeror represents that -- (a) It [X] has, [ ]has not participated in a previous contract or subcontract Subject to the Equal Opportunity clause of this solicitation; (b) It [X] has, [ ] has not filed all required compliance reports; and (c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards. 9. FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984) The offeror represents that -- (a) It [X] has developed and has on file, [ ] has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2); or (b) It [ ] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. 10. FAR 52.223-4 RECOVERED MATERIAL CERTIFICATION (OCT 1997) As required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. 6962(c)(3)(A)(I)), the offeror certifies, by signing this offer, that the percentage of recovered materials to be used in the performance of the contract will be at least the amount required by the applicable contract specifications. 11. FAR 52.223-13 CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (OCT 2000) (a) Submission of this certification is a prerequisite for making or entering into this contract imposed by Executive Order 12969, August 8, 1995. (b) By signing this offer, the offeror certifies that-- (1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements described in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or (2) None of its owned or operated facilities to be used in the performance of this contract is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons: (Check each block that is applicable.) [ ](i)The facility does not manufacture, process, or otherwise use any toxic chemicals listed under section 313(c) of EPCRA, 42 U.S.C. 11023(c); [ ](ii) The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A); [ ](iii)The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) 44 (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); [ ](iv) The facility does not fall within Standard Industrial Classification Code (SIC) major groups 20 through 39 or their corresponding North American Industry Classification System (NAICS) sectors 31 through 33; or [ ](v)The facility is not located within any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, Guam, American Samoa, the United States Virgin Islands, the Northern Mariana Islands, or any other territory or possession over which the United States has jurisdiction. 12. FAR 52.226-2 HISTORICALLY BLACK COLLEGE OR UNIVERSITY AND MINORITY INSTITUTION REPRESENTATION (MAY 2001) (a) Definitions. As used in this provision Historically Black College or University means an institution determined by the Secretary of Education to meet the requirements of 34 CFR 608.2. For the Department of Defense, the National Aeronautics and Space Administration, and the Coast Guard, the term also includes any nonprofit research institution that was an integral part of such a college or university before November 14, 1986. Minority Institution means an institution of higher education meeting the requirements of Section 1046(3) of the Higher Education Act of 1965 (20 U.S.C. 1067k, including a Hispanic-serving institution of higher education as defined in Section 316(b)(1) of the Act (20 U.S.C. 1101a)). (b) Representation. The offeror represents that it -- [ ] is [X] is not a Historically Black College or University; [ ] is [X] is not a Minority Institution. 13. FAR 52.227-6 ROYALTY INFORMATION (APR 1984) (a) Cost or charges for royalties. When the response to this solicitation contains costs or charges for royalties totaling more than $250, the following information shall be included in the response relating to each separate item of royalty or license fee: (1) Name and address of licensor. (2) Date of license agreement. (3) Patent numbers, patent application serial numbers, or other basis on which the royalty is payable. (4) Brief description, including any part or model numbers of each contract item or component on which the royalty is payable. (5) Percentage or dollar rate of royalty per unit. (6) Unit price of contract item. (7) Number of units. (8) Total dollar amount of royalties. (b) Copies of current licenses. In addition, if specifically requested by the Contracting Officer before execution of the contract, the offeror shall furnish a copy of the current license agreement and an identification of applicable claims of specific patents. 14. FAR 52.227-7 PATENTS -- NOTICE OF GOVERNMENT LICENSEE (APR 1984) 45 The Government is obligated to pay a royalty applicable to the proposed acquisition because of a license agreement between the Government and the patent owner. The patent number is [Contracting Officer fill in], and the --------------- royalty rate is [Contracting Officer fill in]. If the offeror is the ------------ owner of, or a licensee under, the patent, indicate below: [ ] Owner [ ] Licensee If an offeror does not indicate that it is the owner or a licensee of the patent, its offer will be evaluated by adding thereto an amount equal to the royalty. 15. FAR 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (JUN 2000) Note: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified by Roman numerals I through III. Offerors shall examine each part and provide the requested information in order to determine Cost Accounting Standards (CAS) requirements applicable to any resultant contract. If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to full or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively. I. Disclosure Statement--Cost Accounting Practices and Certification (a) Any contract in excess of $500,000 resulting from this solicitation will be subject to the requirements of the Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as specified in 48 CFR 9903.201-1. (b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 CFR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR 9903.202. When required, the Disclosure Statement must be submitted as a part of the offeror's proposal under this solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in connection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the offeror may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I of this provision. Caution: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or accumulating and reporting contract performance cost data. (c) Check the appropriate box below: [ ](1) Certificate of Concurrent Submission of Disclosure Statement. The offeror hereby certifies that, as a part of the offer, copies of the Disclosure Statement have been submitted as follows: 46 (I) Original and one copy to the cognizant Administrative Contracting Officer (ACO) or cognizant Federal agency official authorized to act in that capacity (Federal official), as applicable; and (ii) One copy to the cognizant Federal auditor. (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the cognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.) Date of Disclosure Statement: ----------------------------------- Name and Address of Cognizant ACO or Federal Official Where Filed: - ------------------------------------------------------- The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the Disclosure Statement. [ ](2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required Disclosure Statement was filed as follows: Date of Disclosure Statement: ----------------------------------- Name and Address of Cognizant ACO or Federal Official Where Filed: - ------------------------------------------------------- The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the applicable Disclosure Statement. [X](3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts and subcontracts subject to CAS totaling $50 million or more in the cost accounting period immediately preceding the period in which this proposal was submitted. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. [ ](4) Certificate of Interim Exemption. The offeror hereby certifies that (I) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding the period in which this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure Statement. The offeror further certifies that if an award resulting from this proposal has not been made within 90 days after the end of that period, the offeror will immediately submit a revised certificate to the Contracting Officer, in the form specified under subparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, to verify submission of a completed Disclosure Statement. Caution: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or subcontract of $50 million or more in the current cost accounting period may not claim this exemption (4). Further, the 47 exemption applies only in connection with proposals submitted before expiration of the 90-day period following the cost accounting period in which the monetary exemption was exceeded. II. Cost Accounting Standards--Eligibility for Modified Contract Coverage If the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and elects to do so, the offeror shall indicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause. [X] The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 CFR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost Accounting Practices clause because during the cost accounting period immediately preceding the period in which this proposal was submitted, the offeror received less than $50 million in awards of CAS-covered prime contracts and subcontracts, or the offeror did not receive a single CAS-covered award exceeding $1 million. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. Caution: An offeror may not claim the above eligibility for modified contract coverage if this proposal is expected to result in the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting period, the offeror has been awarded a single CAS-covered prime contract or subcontract of $50 million or more. III. Additional Cost Accounting Standards Applicable to Existing Contracts The offeror shall indicate below whether award of the contemplated contract would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting existing contracts and subcontracts. [ ] YES [X] NO ALTERNATE I (APR 1996) [ ](5) Certificate of Disclosure Statement Due Date by Educational Institution. If the offeror is an educational institution that, under the transition provisions of 48 CFR 9903.202-1(f), is or will be required to submit a Disclosure Statement after receipt of this award, the offeror hereby certifies that (check one and complete): (i) A Disclosure Statement Filing Due Date of has been established with the cognizant Federal agency. ---------- (ii) The Disclosure Statement will be submitted within the 6-month period ending months after receipt of this award. ----------- Date of Disclosure Statement: --------------------------- Name and Address of Cognizant ACO or Federal Official: - ------------------------------------------------------- 48 Where Disclosure Statement is Filed: - ------------------------------------------------------- 16. DFARS ###-###-#### Required Central Contractor Registration (NOV 2001) (a) Definitions. As used in this clause- (1) "Central Contractor Registration (CCR) database" means the primary DoD repository for contractor information required for the conduct of business with DoD. (2) "Data Universal Number System (DUNS) number" means the 9-digit number assigned by Dun and Bradstreet Information Services to identify unique business entities. (3) "Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by Dun and Bradstreet plus a 4-digit suffix that may be assigned by a parent (controlling) business concern. This 4-digit suffix may be assigned at the discretion of the parent business concern for such purposes as identifying subunits or affiliates of the parent business concern. (4) "Registered in the CCR database" means that all mandatory information, including the DUNS number or the DUNS+4 number, if applicable, and the corresponding Commercial and Government Entity (CAGE) code, is in the CCR database; the DUNS number and the CAGE code have been validated; and all edits have been successfully completed. (b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee must be registered in the CCR database prior to award, during performance, and through final payment of any contract resulting from this solicitation, except for awards to foreign vendors for work to be performed outside the United States. (2) The offeror shall provide its DUNS or, if applicable, its DUNS+4 number with its offer, which will be used by the Contracting Officer to verify that the offeror is registered in the CCR database. (3) Lack of registration in the CCR database will make an offeror ineligible for award. (4) DoD has established a goal of registering an applicant in the CCR database within 48 hours after receipt of a complete and accurate application via the Internet. However, registration of an applicant submitting an application through a method other than the Internet may take up to 30 days. Therefore, offerors that are not registered should consider applying for registration immediately upon receipt of this solicitation. (c) The Contractor is responsible for the accuracy and completeness of the data within the CCR, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to confirm on an annual basis that its information in the CCR database is accurate and complete. 49 (d) Offerors and contractors may obtain information on registration and annual confirmation requirements by calling ###-###-####, or via the Internet at http://www.ccr.gov. ------------------ CAGE CODE: --------------- 17. DFARS ###-###-#### DISCLOSURE OF OWNERSHIP OR CONTROL BY THE GOVERNMENT OF A TERRORIST COUNTRY (MAR 1998) (a) Definitions. As used in this provision- (1) "Government of a terrorist country" includes the state and the government of a terrorist country, as well as any political subdivision, agency, or instrumentality thereof. (2) "Terrorist country" means a country determined by the Secretary of State, under section 6(j)(1)(A) of the Export Administration Act of 1979 (50 U.S.C. App. 2405(j)(I)(A)), to be a country the government of which has repeatedly provided support for acts of international terrorism. As of the date of this provision, terrorist countries include: Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. (3) "Significant interest" means- (i) Ownership of or beneficial interest in 5 percent or more of the firm's or subsidiary's securities. Beneficial interest includes holding 5 percent or more of any class of the firm's securities in "nominee shares," "street names," or some other method of holding securities that does not disclose the beneficial owner; (ii) Holding a management position in the firm, such as a director or officer; (iii) Ability to control or influence the election, appointment, or tenure of directors or officers in the firm; (iv) Ownership of 10 percent or more of the assets of a firm such as equipment, buildings, real estate, or other tangible assets of the firm; or (v) Holding 50 percent or more of the indebtedness of a firm. (b) Prohibition on award. In accordance with 10 U.S.C. 2327, no contract may be awarded to a firm or a subsidiary of a firm if the government of a terrorist country has a significant interest in the firm or subsidiary or, in the case of a subsidiary, the firm that owns the subsidiary, unless a waiver is granted by the Secretary of Defense. (c) Disclosure. If the government of a terrorist country has a significant interest in the Offeror or a subsidiary of the Offeror, the Offeror shall disclose such interest in an attachment to its offer. If the Offeror is a subsidiary, it shall also disclose any significant interest the government of a terrorist country has in any firm that owns or controls the subsidiary. The disclosure shall include- (1) Identification of each government holding a significant interest; and (2) A description of the significant interest held by each government. 18. DFARS ###-###-#### DISCLOSURE OF OWNERSHIP OR CONTROL BY A FOREIGN GOVERNMENT (SEP 1994) 50 (a) Definitions. ----------- As used in this provision -- (1) "Effectively owned or controlled" means that a foreign government or any entity controlled by a foreign government has the power, either directly or indirectly, whether exercised or exercisable, to control the election, appointment, or tenure of the Offeror's officers or a majority of the Offeror's board of directors by any means, e.g., ownership, contract, or operation of law (or equivalent power for unincorporated organizations). (2) "Entity controlled by a foreign government" -- (i) Means -- (A)Any domestic or foreign organization or corporation that is effectively owned or controlled by a foreign government; or (B)Any individual acting on behalf of a foreign government. (ii) Does not include an organization or corporation that is owned, but is not controlled, either directly or indirectly, by a foreign government if the ownership of that organization or corporation by that foreign government was effective before October 23, 1992. (3) "Foreign government" includes the state and the government of any country (other than the United States and its possessions and trust territories) as well as any political subdivision, agency, or instrumentality thereof. (4) "Proscribed information" means -- (I) Top Secret information; (ii) Communications Security (COMSEC) information, except classified keys used to operate secure telephone units (STU IIIs); (iii)Restricted Data as defined in the U.S. Atomic Energy Act of 1954, as amended; (iv) Special Access Program (SAP) information; or (v) Sensitive Compartmented Information (SCI). (b) Prohibition on award. No contract under a national security program may be awarded to an entity controlled by a foreign government if that entity requires access to proscribed information to perform the contract, unless the Secretary of Defense or a designee has waived application of 10 U.S.C.2536(a). (c) Disclosure. The Offeror shall disclose any interest a foreign government has in the Offeror when that interest constitutes control by a foreign government as defined in this provision. If the Offeror is a subsidiary, it shall also disclose any reportable interest a foreign government has in any entity that owns or controls the subsidiary, including reportable interest concerning the Offeror's immediate parent, intermediate parents, and the ultimate parent. Use separate paper as needed, and provide the information in the following format: Offeror's Point of Contact for Questions about Disclosure (Name and Phone Number with Country Code, City Code and Area Code, as applicable) Name and Address of Offeror Name and Address of Entity Controlled by a Foreign Government Description of Interest, Controlled by a Foreign Ownership Percentage, and Government Identification of Foreign Government 51 19. DFARS ###-###-#### SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992) (a) Definitions. ----------- As used in this clause - "Foreign person" means any person other than a United States person as defined -------------- in Section 16(2) of the Export Administration Act of 1979 (50 U.S.C. App.Sec 2415). "United States person" is defined in Section 16(2) of the Export -------------------- Administration Act of 1979 and means any United States resident or national (other than an individual resident outside the United States and employed by other than a United States person), any domestic concern (including any permanent domestic establishment of any foreign concern), and any foreign subsidiary or affiliate (including any permanent foreign establishment) of any domestic concern which is controlled in fact by such domestic concern, as determined under regulations of the President. (b) Certification. ------------- By submitting this offer, the Offeror, if a foreign person, company or entity, certifies that it - (1) Does not comply with the secondary Arab boycott of Israel; and (2) Is not taking or knowingly agreeing to take any action, with respect to the secondary boycott of Israel by Arab countries, which 50 U.S.C. App. Sec 2407(a) prohibits a United States person from taking. 20. DFARS ###-###-#### TECHNICAL DATA OR COMPUTER SOFTWARE PREVIOUSLY DELIVERED TO THE GOVERNMENT (JUN 1995) The Offeror shall attach to its offer an identification of all documents or other media incorporating technical data or computer software it intends to deliver under this contract with other than unlimited rights that are identical or substantially similar to documents or other media that the Offeror has produced for, delivered to, or is obligated to deliver to the Government under any contract or subcontract. The attachment shall identify: (a) The contract number under which the data or software were produced; (b) The contract number under which, and the name and address of the organization to whom, the data or software were most recently delivered or will be delivered; and (c) Any limitations on the Government's rights to use or disclose the data or software, including, when applicable, identification of the earliest date the limitations expire. 21. DFARS ###-###-#### REPRESENTATION OF EXTENT OF TRANSPORTATION BY SEA (AUG 1992) (a) The Offeror shall indicate by checking the appropriate blank in paragraph (b) of this provision whether transportation of supplies by sea is anticipated under the resultant contract. The term "supplies" is defined in the 52 Transportation of Supplies by Sea clause (DFARS ###-###-####) of this solicitation. (b) Representation. The Offeror represents that it -- [X]Does anticipate that supplies will be transported by sea in the performance of any contract or subcontract resulting from this solicitation. [ ]Does not anticipate that supplies will be transported by sea in the performance of any contract or subcontract resulting from this solicitation. (c) Any contract resulting from this solicitation will include the Transportation of Supplies by Sea clause. If the Offeror represents that it will not use ocean transportation, the resulting contract will also include the Defense FAR Supplement clause at ###-###-####, Notification of Transportation of Supplies by Sea. 22. Standard Form-LLL, "Disclosure of Lobbying Activities" If applicable in accordance with subparagraph (b)(2) of provision 1. Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (FAR 52.203-11), Standard Form-LLL has been completed in accordance with its instructions and is returned herewith. SIGNATURE By signature hereto, or to an offer incorporating these representations and certifications, the offeror certifies that they are accurate, current, and complete and that he is aware of the penalty prescribed in 18 U.S.C. 1001 for making false statement in offers. January 21, 2005 Antenna Products Corporation -------------------- ----------------------------------------- Date Name of Contractor /s/ Clark D. Wraight ------------------------------------------ Authorized Signature Clark D. Wraight ------------------------------------------- Typed or Printed Name President ------------------------------------------ Title 53 Subcontract No. 511-05-191 ATTACHMENT A AMU Print Number and Rev Levels as of 12-23-04 Low Band AMU Prints and Rev Levels - ---------------------------------- ECE-98-2000-, BRACKET, CAN ECE-98-2001A, BRACKET, DRAIN COIL ECE-98-2002C, BRACKET, FIXED CAPACITOR ECE-98-2003-, BRACKET, MOUNTING ECE-98-2004-, BRACKET, ROUND CAPACITOR ECE-98-2005A, BRACKET, SHORTING STRAP ECE-98-2006A, SPACER, SHORTING STRAP ECE-98-2007C, BRACKET, SWITCH L ECE-98-2008B, BRACKET, TURN SPACER ECE-98-2009A, BRACKET, UPPER COIL ECE-98-2010-, BUS, ROUND CAPACITOR ECE-98-2011A, BUS, OUTPUT ECE-98-2012B, BUS, OUTPUT STRAIN RELIEF ECE-98-2013E, BUS, ROUND CAP TO HYBRID ECE-98-2014A, BUS, SWITCH ECE-98-2015B, CLAMP, DOUBLE GROUND PLATE SIDE B ECE-98-2016B, CLAMP, DOUBLE GROUND PLATE SIDE A ECE-98-2017B, CLAMP, DOUBLE HYBRID ECE-98-2018A, CLAMP, FIXED CAPACITOR ECE-98-2019B, CLAMP, SINGLE GROUND PLATE ECE-98-2020B, CLAMP, CAP ECE-98-2021D, CLAMP, INPUT ECE-98-2022A, TERMINAL, INPUT ECE-98-2023A, TERMINAL, INDUCTOR COIL ECE-98-2024B, TERMINAL, OUTPUT ECE-98-2025A, TERMINAL, SPARK GAP ECE-98-2026C, INSULATOR, HYBRID SLEEVE ECE-98-2027C, INSULATOR, INPUT ECE-98-2028B, FLANGE, INPUT CONNECTOR ECE-98-2029A, FLANGE, SWITCH BASE ECE-98-2030A, FLANGE, SWITCH MOUNT ECE-98-2031B, FRAME, SPARK GAP ECE-98-2032A, INSULATOR, OUTPUT PIN ECE-98-2033B, INSULATOR, OUTPUT PLUG ECE-98-2034A, FRAME, DRAIN COIL ECE-98-2035-, FRAME, UPPER COIL ECE-98-2036A, EYE, LIFTING ECE-98-2037-, SLEEVE, ANGLE, TEFLON ECE-98-2039D, BUS, HYBRID JUMPER ECE-98-2041D, ASSEMBLY, DRAIN COIL, SHT1 ECE-98-2041D, ASSEMBLY, DRAIN COIL, SHT2 ECE-98-2042B, RING, SPLIT ECE-98-2043B, RING, INNER ECE-98-2044C, RING, OUTER ECE-98-2045C, TERMINAL, INNER CONDUCTOR ATTACHMENT A - 1 Subcontract No. 511-05-191 ECE-98-2048A, CLAMP, INPUT CAP ECE-98-2049-, LUG, COMPRESSION ALTERED ITEM ECE-98-2050-, PROCEDURE, CABLE MEASUREMENT ECE-98-2051A, TERMINAL, INDUCTOR COIL MOUNT ECE-98-3000-, BUS, TRIANGULAR ECE-98-3001B, INSULATOR, OUTPUT ECE-98-3002B, BUS, SHORTING STRAP ECE-98-3003A, BRACKET, INDUCTOR COIL ECE-98-3004D, ASSEMBLY, INDUCTOR COIL ECE-98-3005A, BRACKET, OFF-CENTERED TURN SPACER ECE-98-3006D, BUS, INDUCTOR COIL ECE-98-3007B, HOUSING, 5 IN ECE-98-3009B, ASSEMBLY, UPPER COIL ECE-98-3010-, BRACKET, TOWER MOUNT ECE-98-3011-, COIL, INDUCTOR ECE-98-4000C SHT 1, ASSEMBLY, HAARP LOW BAND AMU ECE-98-4000C SHT 2, ASSEMBLY, HAARP LOW BAND AMU ECE-98-4000C SHT 3, ASSEMBLY, HAARP LOW BAND AMU ECE-98-4000C SHT 4, ASSEMBLY, HAARP LOW BAND AMU ECE-98-4000C SHT 5, ASSEMBLY, HAARP LOW BAND AMU ECE-98-4001E, ASSEMBLY, CURRENT SENSOR ECE-98-4002B, PLATE, BASE ECE-98-4003A, PLATE, GROUND ECE-98-4004A, PLATE, ENCLOSURE LID ECE-98-4005A, FLANGE, ENCLOSURE ECE-98-4006A, BRACKET, ALUMINUM UPRIGHT ECE-98-4007B, BRACKET, CENTERED TURN SPACER ECE-98-4008C, ASSEMBLY, ENCLOSURE ECE-98-4009A, BRACKET, G9 UPRIGHT ECE-98-4010C, ASSEMBLY, OUTPUT CABLE 'A' ECE-98-4011C, ASSEMBLY, OUTPUT CABLE 'B' ECE-98-4012C, ASSEMBLY, INPUT CABLE 'C' ECE-98-4013B, CABLE, OUTPUT 'A' ECE-98-4014B, CABLE, OUTPUT 'B' ECE-98-4015B, CABLE, INPUT 'C' ECE-98-4016B, ASSEMBLY, LOW BAND HYBRID SHT 1 ECE-98-4016B, ASSEMBLY, LOW BAND HYBRID SHT 2 ECE-98-4017C, ASSEMBLY, BASEPLATE SHT 1 ECE-98-4017C, ASSEMBLY, BASEPLATE SHT 2 ECE-98-4017C, ASSEMBLY, BASEPLATE SHT 3 ECE-98-4018A, CABLE, REJECT LOAD ATTACHMENT A - 2 Subcontract No. 511-05-191 High Band Prints and Rev Levels - ------------------------------- CSI-04-2000A, BRACKET, CAN CSI-04-2002-, BRACKET, CAPACITOR CSI-04-2003-, BRACKET, TURN SPACER LOWER CSI-04-2004-, BRACKET, TURN SPACER UPPER CSI-04-2005-, CLAMP, DOUBLE CSI-04-2006-, CLAMP, TRIPLE CSI-04-2007A, CLAMP, INPUT CAP CSI-04-2008-, CLAMP, INPUT CSI-04-2009-, CLAMP, OUTPUT CAP CSI-04-2010A, CLAMP, OUTPUT CSI-04-2011-, RING, INPUT INNER CSI-04-2012-, RING, INPUT OUTER CSI-04-2013-, RING, SPLIT INNER CSI-04-2014A, RING, SPLIT INPUT OUTER CSI-04-2015-, BUS, HYBRID CSI-04-2016A, BUS, CAPACITOR CSI-04-2017-, BUS, INPUT CAP CSI-04-2018-, BUS, INPUT SUPPORT CSI-04-2019-, TERMINAL, HP-950-33 CSI-04-2020-, INSULATOR, HP-950-33 CSI-04-2021B, POST, REJECT LOAD CSI-04-2022B, ASSEMBLY, DRAIN COIL CSI-04-2023-, PROCEDURE, HP-950-33 CABLE MEASUREMENT CSI-04-2024A, LUG, INPUT CSI-04-2025-, INSULATOR, INNER CONDUCTOR CSI-04-2026-, BACKING PLATE, CLAMP CSI-04-3000-, BRACKET, TURN SPACER CSI-04-3001-, BRACKET, TURN SPACER #2 CSI-04-3002B, FRAME, DRAIN COIL CSI-04-3003A, BUS, SWITCH CAP CSI-04-3004B, BUS, OUTPUT CSI-04-3005A, BUS, SHORTING STRAP CSI-04-3006B, COIL, 3.25 TURN L1-A CSI-04-3007B, COIL, 3.25 TURN L1-B CSI-04-3008B, COIL, 5 TURN CSI-04-4000B SHT 1, ASSEMBLY, HAARP HIGH BAND AMU CSI-04-4000B SHT 2, ASSEMBLY, HAARP HIGH BAND AMU CSI-04-4000B SHT 3, ASSEMBLY, HAARP HIGH BAND AMU CSI-04-4000B SHT 4, ASSEMBLY, HAARP HIGH BAND AMU CSI-04-4001C, ASSEMBLY, BASEPLATE SHT 1 CSI-04-4001C, ASSEMBLY, BASEPLATE SHT 2 CSI-04-4001C, ASSEMBLY, BASEPLATE SHT 3 CSI-04-4002C, ASSEMBLY, HIGH BAND HYBRID SHT 1 CSI-04-4002C, ASSEMBLY, HIGH BAND HYBRID SHT 2 CSI-04-4003A, ASSEMBLY, ENCLOSURE CSI-04-4004A, BRACKET, UPRIGHT SUPPORT CSI-04-4005A, PLATE , GROUND CSI-04-4006A, BUS, REJECT LOAD ATTACHMENT A - 3 Subcontract No. 511-05-191 CSI-04-4007A, ASSEMBLY, INPUT CABLE CSI-04-4008A, ASSEMBLY, OUTPUT CABLE CSI-04-4009B, PLATE, HIGH BAND BASE CSI-04-4010A, CABLE, INPUT CSI-04-4011A, CABLE, OUTPUT ATTACHMENT A - 4
