ex10_1.htm


    
      

    

    
      Exhibit
        10.1

       

      CERTAIN
        MATERIAL (INDICATED BY AN ASTERISK [*]) HAS BEEN OMITTED FROM THIS DOCUMENT
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS
        BEEN
        FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

       

      
        
          	
                  AWARD/CONTRACT

                	
                  1. THIS CONTRACT IS A RATED ORDER
                    UNDER DPAS (15 CFR
                    350)

                	
                  RATING

                	
                  PAGE OF PAGES

                
	
                  DO-A1

                	
                  1

                	
                  42

                
	
                  2.
                    CONTRACT (Proc. Inst. Ident.) NO.

                	3.
                  EFFECTIVE DATE 	
                  4.
                    REQUISITION/PURCHASE REQUEST/PROJECT NO.   

                
	 H92222-07-C-0072	
                  24
                    Sep 2007 

                	    
	
                  5.ISSUED
BY

                	
                  CODE 

                	 H92222	
                  6.ADMINISTEREDBY(If other than Item 5) 

                	
                  CODE
                     

                	
                   S0512A

                
	
                  HQ
                    USSOCOM SOAL-K  

                	
                  DCMA
                    LOS ANGELES    

                
	
                  ATTN:
                    MS. KIM DEBOIS-SOUSA  

                	
                  16111
                    PLUMMER ST.    

                
	
                  7701
                    TAMPA POINT BLVD  

                	
                  BLDG.10,
                    2ND FLOOR    

                
	
                  MACDILL
                    AFB FL 33621-5323  

                	
                  SEPULVEDA
                    CA 91343    

                
	
                  7.
                    NAME AND ADDRESS OF CONTRACTOR  (No., street, city, county,
                    state and zip code )   

                	
                  8.
                    DELIVERY   

                
	
                  AEROVIRONMENT
INC.   

                	
                  £
                    FOB
                    ORIGIN      T
                    OTHER   (See below)   

                
	
                  DAVID
                    RINDELS

                	
                  9.
                    DISCOUNT FOR PROMPT PAYMENT

                
	
                  181
                    W. HUNTINGTON DR.   

                	 	 	 	 
	
                  SUITE
                    202   

                	 	 	 	 
	
                  MONROVIA
                    CA 91016-3456   

                	 	 	 	 
	 	 	 	 	
                  10.
                    SUBMIT INVOICES 

                	 ITEM	 
	 	 	 	 	
                  (4
                    copies unless otherwise specified) 

                	
                	 
	 	 	 	 	
                  TO
THE
ADDRESS 

                	
                  Block
                    6

                	 
	
                  CODE   60107

                	
                  FACILITY
                    CODE  

                	
                  SHOWN
IN: 

                	 	 
	
                  11.
SHIP
TO/MARK
FOR

                	
                  CODE
                     

                	 	
                  12.PAYMENT
WILL
BE
MADE
BY 

                	
                  CODE 
                    

                	
                   HQ0339

                	 
	
                  AEROVIRONMENT
                    INC.  

                	
                  DFAS
                    COLUMBUS CENTER 

                	 	 	 
	
                  DAVID
                    RINDELS  

                	
                  WEST
                    ENTITLEMENT OPERATIONS 

                	 	 	 
	
                  181
                    W. HUNTINGTON DR.  

                	
                  P.O.
                    BOX 182381 

                	 	 	 
	
                  SUITE
                    202  

                	
                  COLUMBUS
                    OH 43218-2381 

                	 	 	 
	
                  MONROVIA
                    C A 91016-3456  

                	 	 	 	 	 
	
                  13.
                    AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

                	
                  14.
                    ACCOUNTING AND APPROPRIATION DATA

                	 
	
                  £
                    10
                    U.S.C. 2304(c) (        ) £41
                    U.S.C.
                    253(c) (       )  

                	
                  See
                    Schedule 

                	 	 	 
	
                  15A.
                    ITEM NO.

                	
                  15B.
                    SUPPLIES/ SERVICES

                	
                  15C.
                    QUANTITY

                	
                  15D.
                    UNIT

                	
                  15E.
                    UNIT PRICE

                	
                  15F.
                    AMOUNT 

                
	 	
                   

                  SEE
                    SCHEDULE 

                   

                   

                	 	 	 	 	 


        

      

      
        
          
          

          
            	
                    15G.
                      TOTAL AMOUNT OF
                      CONTRACT              $57,145,690.00
                      EST 

                  
	
                    16.
                      TABLE OF CONTENTS       

                  
	
                    (X)

                  	
                    SEC.

                  	
                    DESCRIPTION

                  	
                    PAGE(S)

                  	
                    (X)

                  	
                    SEC.

                  	
                    DESCRIPTION

                  	
                    PAGE(S)

                  
	
                     PART
                      I - THE SCHEDULE  

                  	
                      PART
                      II - CONTRACT CLAUSES 

                  
	
                    X

                  	
                    A

                  	
                    SOLICITATION/
                      CONTRACT FORM

                  	
                     1

                  	
                    X

                  	
                    I

                  	
                    CONTRACT
                      CLAUSES

                  	
                     30
                      - 39

                  
	
                    X

                  	
                    B

                  	
                    SUPPLIES
                      OR SERVICES AND PRICES/ COSTS

                  	
                     2
                      - 12

                  	
                      PART
                      III - LIST OF DOCUMENTS, EXHIBITS AND OTHER
                      ATTACHMENTS 

                  
	
                    X

                  	
                    C

                  	
                    DESCRIPTION/
                      SPECS./ WORK STATEMENT

                  	
                     13

                  	
                    X

                  	
                    J

                  	
                    LIST
                      OF ATTACHMENTS

                  	
                     40

                  
	
                    X

                  	
                    D

                  	
                    PACKAGING
                      AND MARKING

                  	
                     14
                      - 18

                  	
                      PART
                      IV - REPRESENTATIONS AND INSTRUCTIONS 

                  
	
                    X

                  	
                    E

                  	
                    INSPECTION
                      AND ACCEPTANCE

                  	
                     19

                  	 	
                    K

                  	
                    REPRESENTATIONS,
                      CERTIFICATIONS AND

                  	 
	
                    X

                  	
                    F

                  	
                    DELIVERIES
                      OR PERFORMANCE

                  	
                     20
                      - 21

                  	 	 	
                    OTHER
                      STATEMENTS OF OFFERORS

                  	 
	
                    X

                  	
                    G

                  	
                    CONTRACT
                      ADMINISTRATION DATA

                  	
                     22
                      - 27

                  	 	
                    L

                  	
                    INSTRS.,
                      CONDS., AND NOTICES TO OFFERORS

                  	 
	
                    X

                  	
                    H

                  	
                    SPECIAL
                      CONTRACT REQUIREMENTS

                  	
                     28
                      - 29

                  	 	
                    M

                  	
                    EVALUATION
                      FACTORS FOR AWARD

                  	 
	
                    CONTRACTING
                      OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE       

                  


          

          
            
              
                	
                        17.T
                          CONTRACTOR'SNEGOTIATEDAGREEMENT
Contractor
is
required
to
sign
this
document
and return
                          1 copies
to
issuing
office.)
Contractor
agrees
to
furnish
and
deliver
all
                          items or perform all these
                          services set forth or otherwise identified above and on
                          any
                          continuation
                          sheets
                          for the consideration stated herein. The rights and obligations
                          of the
                          parties to this
                          contract shall be subject to and governed by the following
                          documents: (a)
                          this award/contract,
                          (b) the solicitation, if any , and (c) such provisions,
                          representations,
                          certifications, and specifications,
                          as are attached or incorporated
                          by reference herein.
                          (Attachments are listed herein.)

                      	
                        18.£
                          AWARD
(Contractor
                          is
                          not
required
to
sign
this
document.)       
                          Your offer
                          on
Solicitation
Number 
 
                          H92222-07-N-0001-0001    

                        including
                          the additions or changes
                          made by you which additions or changes are set forth in
                          full
                          above, is hereby accepted as to
                          the items listed above and on any continuation sheets.
                          This award
                          consummates the contract which consists of the following
                          documents: (a)
                          the Government's solicitation and your offer, and (b) this
                          award/contract.
                          No further contractual document is
                          necessary.

                      


              

              
                
                  	
                          19A.
                            NAME AND TITLE OF SIGNER   ( Type or
                            print) 

                           

                        	
                          20A.
                            NAME AND TITLE OF CONTRACTING OFFICER 

                           

                        
	  	
                          TEL:

                        	
                          EMAIL:

                        


                

                
                  	
                          19B.
                            NAME OF CONTRACTOR 

                        	
                          19C.
                            DATE SIGNED.

                        	
                          20B
                            UNITED STATES OF AMERICA 

                        	
                          20C.
                            DATE SIGNED

                        
	  	 	 	 	 
	
                          BY

                        	 	 	
                          BY

                        	 	 
	
                          (Signature
                            of person authorized to sign) 

                        	 	
                          (Signature
                            of Contracting Officer) 

                        	 


                

                
                  	
                          NSN
                            7540-01-152-8069

                        	
                          26-107

                        	
                          STANDARD
                            FORM 26 (REV. 4-85)

                        


                

                
                   

                

              

            

          

        

      

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      2

       

      Section
        B - Supplies or Services and Prices

      


      CONTRACT
        DESCRIPTION

      


      This
        contract provides design, fabrication, integration, and testing of one hydrogen
        powered GO UAS (including one aircraft and Ground Control Station (GCS) with
        integrated modular payloads (GFE)). [*]


      


      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                0001

              	 	 	
                Lot

              	 	 
	 	
                GO
                  DESIGN AND DEVELOPMENT

                CPFF

                Design
                  elements and develop sub-elements of the Global Observer Unmanned
                  Aircraft
                  System (UAS) IAW Section C item 0001 and Attachment (1) SOW paras
                  4.1.1 -
                  4.1.4.

                FOB:
                  Destination

              	 
	
                 ESTIMATED
                  COST

              	
                $[*]
                  (EST.)

              
	
                 FIXED
                  FEE

              	
                $[*]

              
	
                 TOTAL
                  EST COST + FEE

              	
                $[*]
                  (EST.)

              
	 	 	 


      

      


      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000101

              	 	 	 	 	 
	 	
                AIR
                  VEHICLE SEGMENT

                CPFF

                Design
                  elements and develop sub-elements of the Air Vehicle segment of
                  the Global
                  Observer UAS IAW Section C item 0001 and Attachment (1) SOW para
                  4.1.1.

                FOB:
                  Destination

              	 
	 	
                [*]

                CIN:
                  [*]

              	
                $[*]

                 

              


      

      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      3

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000102

              	 	 	 	 	 
	 	
                CONTROL
                  SEGMENT

                CPFF

                Design
                  elements and develop sub-elements of the Ground segment of the
                  Global
                  Observer UAS Review IAW Section C item 0001 and Attachment (1)
                  SOW para
                  4.1.2.

                FOB:
                  Destination

              	 
	 	
                [*]

                CIN:
                  [*]

              	
                $[*]

                 

              


      

       

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000103

              	 	 	 	 	 
	 	
                PAYLOAD
                  SEGMENT

                CPFF

                Design
                  elements and develop sub-elements of the Payload segment of the
                  Global
                  Observer UAS IAW Section C item 0001 and Attachment (1) SOW para
                  4.1.3.

                FOB:
                  Destination

              	 
	 	
                [*]

                CIN:
                  [*]

              	
                $[*]

                 

              


      

       

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000104

              	 	 	 	 	 
	 	
                FACILITIES
                  & EQUIPMENT

                CPFF

                Provide
                  facilities and equipment for the design and development of the
                  Global
                  Observer UAS IAW Section C item 0001 and Attachment (1) SOW para
                  4.1.4.
                  (solely funded by AV Inc IR&D)

                FOB:
                  Destination

              	 


      

       

      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      4

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                0002

              	 	 	
                Lot

              	 	 
	 	
                GO
                  #1 MFG, INTEGRATE & TEST

                CPFF

                Manufacture,
                  integrate and test the GO UAS, to include 1 air vehicle, and 1
                  launch
                  & recovery element (LRE) IAW Section C item 0002 and Attachment (1)
                  SOW para's 4.2.1 - 4.2.3 (GCS/ISP/Integration/2 TCDL + 1 UHF Integrated
                  Comm. Suite).

                FOB:
                  Destination

              	 
	
                 ESTIMATED
                  COST

              	
                $[*]
                  (EST.)

              
	
                 FIXED
                  FEE

              	
                $[*]

              
	
                 TOTAL
                  EST COST + FEE

              	
                $[*]
                  (EST.)

              
	 	
                [*]

                CIN:
                  [*]

                 

              	
                $[*]

                 

              


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                0003

              	 	 	
                Lot

              	 	 
	 	
                GO
                  #1 SYSTEM TEST AND EVALUATION

                CPFF

                GO
                  UAS System-level test and evaluation incl integrated tests IAW
                  C item 0003
                  and Attachment (1) SOW paragraphs 4.3.1 - 4.3.2.

                FOB:
                  Destination

              	 
	
                 ESTIMATED
                  COST

              	
                $[*]
                  (EST.)

              
	
                 FIXED
                  FEE

              	
                $[*]

              
	
                 TOTAL
                  EST COST + FEE

              	
                $[*]
                  (EST.)

              


      

      
 

      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      5

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000301

              	 	 	 	 	 
	 	
                GROUND
                  TEST

                CPFF

                IAW
                  Section C item 0003 and Attachment (1) SOW para
                  4.3.1.

                FOB:
                  Destination

              	 
	 	 	 


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000302

              	 	 	 	 	 
	 	
                FLIGHT
                  PERFORMANCE ENVELOPE TEST

                CPFF

                IAW
                  Section C item 0003 and Attachment (1) SOW para 4.3.2.

                FOB:
                  Destination

              	 
	 	 	 


      

      


       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                0004

              	 	 	 	 	 
	
                OPTION

              	
                GO
                  SYSTEM DEMONSTRATION

                CPFF

                Integrate
                  and demonstrate payload and provide air vehicle and LRE for MUA
                  of the GO
                  UAS IAW Section C item 0004 and Attachment (1) SOW para's 4.4.1
                  -
                  4.4.2.

                FOB:
                  Destination

              	 
	
                 ESTIMATED
                  COST

              	
                $[*]

              
	
                 FIXED
                  FEE

              	
                $[*]

              
	
                 TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

       

      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      6

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000401

              	 	 	 	 	 
	
                OPTION

              	
                INTEGRATED
                  PAYLOAD TESTING

                CPFF

                IAW
                  Section C item 0004 and Atch (1) SOW para 4.4.1.

                FOB:
                  Destination

              	 


      

       

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                000402

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                MILITARY
                  UTILITY ASSESSMENT GO #1

                CPFF

                IAW
                  Section C item 0004 and Attachment (1) SOW para 4.4.2.

                FOB:
                  Destination

              	 
	 	 	 


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                0005

              	 	 	
                Lot

              	 	 
	 	
                TRAVEL

                COST

                In
                  support of items 0001 - 0004 IAW Section C Item 0005 and Attachment
                  (1)
                  SOW para 4.5.

                FOB:
                  Destination

              	 
	 	
                ESTIMATED
                  COST

              	
                $[*]

              
	 	
                [*]

                CIN:
                  [*]

              	
                $[*]

                 

              


      

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      7

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                0006

              	 	 	
                Lot

              	 	
                NSP

              
	 	
                DATA
                  DELIVERABLES

                NSP

                IAW
                  Exhibit A Contract Data Requirements List (CDRLs) and Table 1 of
                  Attachment (1) SOW paragraph 4.6.

                FOB:
                  Destination

              	 


      

      


      See
        Exhibit A

      


      


      
        	 	 	
                VALUE
                  CLINS 0001-0003 & 0005: 

              	
                $[*]

              	 
	 	 	
                VALUE
                  OPT CLIN 0004: 

              	
                $  [*]

              	 
	 	 	 	 	 	 
	 	 	
                TOTAL
                  VALUE CLINS 0001-0006: 

              	
                $[*]*

              	 


      

      


      


      *Rounding
        error.

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      8

       

      OPTIONS

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1001

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                Engineering
                  Trade Studies

                CPFF

                If
                  exercised, to be priced IAW Atch 3 Rates.  If and to extent
                  travel is required it shall be IAW Section C Item 0005 and Attachment
                  (1)
                  SOW para 4.5.

                FOB:
                  Destination

              	 
	
                 ESTIMATED
                  COST

              	
                $[*]

              
	
                 FIXED
                  FEE

              	
                $[*]

              
	
                 TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1002

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                Payload
                  Assemblies & Integration

                CPFF

                BLOS/EO/IR/Comms
                  Relay.       If exercised, to be priced
                  IAW Atch 3 Rates.  Material shall be Cost only.  If
                  and to extent travel is required it shall be IAW Section C Item
                  0005 and
                  Attachment (1) SOW para 4.5.

                FOB:
                  Destination

              	 
	
                 ESTIMATED
                  COST

              	
                $[*]

              
	
                 FIXED
                  FEE

              	
                $[*]

              
	
                 TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      9

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1003

              	 	 	 	 	 
	
                OPTION

              	
                SYSTEMS
                  INTEGRATION LAB     

              	 	 	 	 
	 	
                CPFF

              	 	 	 	 
	 	
                If
                  exercised, to be priced IAW applicable Atch 3 Rates and 9% profit
                  and SOW
                  para to be negotiated.  If and to extent travel is required it
                  shall be IAW Section C Item 0005 and Attachment (1) SOW para
                  4.5.

              	 
	 	
                FOB:
                  Destination

              	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	
                ESTIMATED
                  COST

              	
                $[*]

              
	 	 	 	 	
                FIXED
                  FEE

              	
                $[*]

              
	 	 	 	 	 	
                $0.00

              
	 	 	 	 	
                TOTAL
                  EST

              	
                $
                  (EST.)

              


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1004

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                GO
                  #2 MFG, INTEGRATE & TEST(Acft &LRE)

                CPFF

                IAW
                  Section C Item 1001 and Attachment (1) SOW para's 4.2.1 - 4.2.3
                  and
                  5.4.

                FOB:
                  Destination

              	 
	
                ESTIMATED
                  COST

              	
                $[*]

              
	
                FIXED
                  FEE

              	
                $[*]

              
	
                TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      10

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1005

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                GO
                  #3 MFG, INTEGRATE & TEST (Acft)

                CPFF

                IAW
                  Section C Item 1001 and Attachment (1) SOW para's 4.2.1 - 4.2.3
                  and 5.5
                  (excluding initial spares package).

                FOB:
                  Destination

              	 
	
                ESTIMATED
                  COST

              	
                $[*]

              
	
                FIXED
                  FEE

              	
                $[*]

              
	
                TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1006

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                SPARE
                  SUBSYSTEMS & ASSOCIATED SUPT EQUIP

                CPFF

                If
                  exercised, items specified at Atch 2 Assembly List (as updated
                  quarterly),
                  and/or such other items not listed and identified during
                  development.

                FOB:
                  Destination

              	 
	
                ESTIMATED
                  COST

              	
                $[*]

              
	
                FIXED
                  FEE

              	
                $[*]

              
	
                TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1007

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                GO
                  SYSTEM TEST AND EVALUATION

                CPFF

                If
                  exercised, testing is in support two Global Observer
                  aircraft.  If only one aircraft is available for testing see C-1
                  description for 1007.

                FOB:
                  Destination

              	 
	
                ESTIMATED
                  COST

              	
                $[*]

              
	
                FIXED
                  FEE

              	
                $[*]

              
	
                TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

       

       

      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      11

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1008

              	 	
                1

              	
                Lot

              	 	 
	
                OPTION

              	
                System
                  Demonstration Supt

                CPFF

                IAW
                  Sec C description for Item 1004 and SOW para 4.4 and 5.8.

                FOB:
                  Destination

              	 
	
                ESTIMATED
                  COST

              	
                $[*]

              
	
                FIXED
                  FEE

              	
                $[*]

              
	
                TOTAL
                  EST COST + FEE

              	
                $[*]

              


      

       

      
        	
                ITEM
                  NO

              	
                SUPPLIES/SERVICES

              	
                QUANTITY

              	
                UNIT

              	
                UNIT
                  PRICE

              	
                AMOUNT

              
	
                1009

              	 	 	
                Lot

              	 	 
	
                OPTION

              	
                EXTENDED
                  USER EVALUATION

                CPFF

                If
                  exercised, to be priced IAW applicable Atch 3 Rates and
                  9% profit and SOW para to be negotiated.  If and to extent
                  travel is required it shall be IAW Section C Item 0005 and Attachment
                  (1)
                  SOW para 4.5.

                FOB:
                  Destination

              	 
	
                ESTIMATED
                  COST

              	
                $[*]

              
	
                FIXED
                  FEE

              	
                $[*]

              
	
                TOTAL
                  EST COST + FEE

              	
                $
                  (EST.)

              


      

       

      
        	 	 	 VALUE
                OPTION CLINS 1001-1009:	
                $  [*]

              	 
	 	 	 	 	 	 
	 	 	 TOTAL
                CONTRACT VALUE :	
                $108,407,744

              	 


      

       

       

      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      12

      
 

      Section
        C - Descriptions and Specifications

      


      C-1
        DESCRIPTION OF LINE ITEMS

       

      Item
        0001 Design and develop the Global Observer Unmanned
        Aircraft System (GO UAS) IAW Attachment 1 SOW Para’s 4.1.1 – 4.1.4 with
        corresponding data deliverables due IAW SOW 4.6 Table 1.

       

      Item
        0002 Manufacture, integrate, and sub-system test the GO UAS #1, to include
        1 air vehicle and 1 launch and recovery element (LRE) IAW Attachment 1 SOW
        Para’s 4.2.1 – 4.2.3 with corresponding data deliverables due IAW SOW 4.6 Table
        1.

       

      Item
        0003 GO UAS #1 system-level test and evaluation IAW Attachment 1 SOW Para’s
        4.3.1 – 4.3.2 with corresponding data deliverables due IAW SOW 4.6 Table
        1.

      


      Item
        0005 Travel in support of supplier visits and for Technical Interchange
        Meetings (TIMs) for items 0001, 0002, 0003, and 0004 in accordance with
        Attachment 1 SOW Para 4.5 (see Section G clause 5652.231-9001).

       

      Item
        0006 Data deliverables shall be in accordance with Exhibit A Contract Data
        Requirements List (CDRL) (See Attachment 1 SOW Para 4.6 Table 1).

       

      Options:

      Item
        0004  Integration of a payload and demonstrating system performance
        during flight testing of GO UAS #1 IAW Attachment 1 SOW Para’s 4.4.1 – 4.4.2
        with corresponding data deliverables due IAW SOW 4.6 Table 1..

       

      Item
        1001, if and to extent exercised, consists of engineering trade studies,
        including research, analysis, and documentation, to provide potential GO
        technical solutions IAW Attachment 1 SOW Para 5.1.

       

      Item
        1002, if and to extent exercised, provide and/or integrate payloads and
        associated equipment IAW Attachment 1 SOW Para 5.2.

       

      Item
        1003, if and to extent exercised, procure Systems Integration Laboratory
        (SIL)
        articles and conduct SIL integration and testing, IAW Attachment 1 SOW Para
        5.3.

       

      Item
        1004, if and to extent exercised, manufacture, assemble, integrate, and
        functional test GO #2, to include 1 air vehicle (acft) and 1 LRE IAW Attachment
        1 SOW Para 5.4.

       

      Item
        1005, if and to extent exercised, manufacture, assemble, integrate, and
        functional test GO #3, to include 1 air vehicle (acft) IAW Attachment 1 SOW
        Para’s 4  5.5.

       

      Item
        1006, if and to extent exercised, manufacture, assemble, integrate, and
        functional test spare subsystems and associated support equipment IAW Attachment
        1 SOW Para 5.6.

       

      Item
        1007, if and to extent exercised, provides for additional performance-envelope
        testing IAW Attachment 1 SOW Para 5.7.. This option provides for sufficient
        additional testing for up to 3 aircraft.

       

      Item
        1008, if and to extent exercised operations and logistics support for the
        conduct of additional JCTD Military Utility Assessments (MUAs) IAW Attachment
        1
        SOW Para 5.8.  This option provides for sufficient additional support
        for assesments for up to 3 aircraft.

       

      Item
        1009, if and to extent exercised, contractor shall operate, maintain (including
        contractor logistics support), and conduct sustaining engineering for the
        JCTD
        systems (LRE, payloads & GO units 1,2 and/or 3) following the MUA IAW
        Attachment 1 SOW Para 5.9.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      13

      
 

      Section
        D - Packaging and Marking

      


      D-1.  CLAUSES
        INCORPORATED BY FULL TEXT

      


      


      D-252.211-7003    ITEM
        IDENTIFICATION AND VALUATION (JUN 2005)

      


      (a)
        Definitions. As used in this clause'

      


      Automatic
        identification device means a device, such as a reader or interrogator, used
        to
        retrieve data encoded on machine-readable media.

      


      Concatenated
        unique item identifier means--

      


      (1)
        For
        items that are serialized within the enterprise identifier, the linking together
        of the unique identifier data elements in order of the issuing agency code,
        enterprise identifier, and unique serial number within the enterprise
        identifier; or

      


      (2)
        For
        items that are serialized within the original part, lot, or batch number,
        the
        linking together of the unique identifier data elements in order of the issuing
        agency code; enterprise identifier; original part, lot, or batch number;
        and
        serial number within the original part, lot, or batch number.

      


      Data
        qualifier means a specified character (or string of characters) that immediately
        precedes a data field that defines the general category or intended use of
        the
        data that follows.

      


      DoD
        recognized unique identification equivalent means a unique identification
        method
        that is in commercial use and has been recognized by DoD. All DoD recognized
        unique identification equivalents are listed at
        http://www.acq.osd.mil/dpap/UID/equivalents.html.

      


      DoD
        unique item identification means a system of marking items delivered to DoD
        with
        unique item identifiers that have machine-readable data elements to distinguish
        an item from all other like and unlike items. For items that are serialized
        within the enterprise identifier, the unique item identifier shall include
        the
        data elements of the enterprise identifier and a unique serial number. For
        items
        that are serialized within the part, lot, or batch number within the enterprise
        identifier, the unique item identifier shall include the data elements of
        the
        enterprise identifier; the original part, lot, or batch number; and the serial
        number.

      


      Enterprise
        means the entity (e.g., a manufacturer or vendor) responsible for assigning
        unique item identifiers to items.

      


      Enterprise
        identifier means a code that is uniquely assigned to an enterprise by an
        issuing
        agency.

      


      Government's
        unit acquisition cost means--

      


      (1)
        For
        fixed-price type line, subline, or exhibit line items, the unit price identified
        in the contract at the time of delivery;

      


      (2)
        For
        cost-type or undefinitized line, subline, or exhibit line items, the
        Contractor's estimated fully burdened unit cost to the Government at the
        time of
        delivery; and

      


      (3)
        For
        items produced under a time-and-materials contract, the Contractor's estimated
        fully burdened unit cost to the Government at the time of delivery.

      


      Issuing
        agency means an organization responsible for assigning a non-repeatable
        identifier to an enterprise (i.e., Dun & Bradstreet's Data Universal
        Numbering System (DUNS) Number, Uniform Code Council (UCC)/EAN International
        (EAN) Company Prefix, or Defense Logistics Information System (DLIS) Commercial
        and Government Entity (CAGE) Code).

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      14

       

      Issuing
        agency code means a code that designates the registration (or controlling)
        authority for the enterprise identifier.

      


      Item
        means a single hardware article or a single unit formed by a grouping of
        subassemblies, components, or constituent parts.

      


      Lot
        or
        batch number means an identifying number assigned by the enterprise to a
        designated group of items, usually referred to as either a lot or a batch,
        all
        of which were manufactured under identical conditions.

      


      Machine-readable
        means an automatic identification technology media, such as bar codes, contact
        memory buttons, radio frequency identification, or optical memory
        cards.

      


      Original
        part number means a combination of numbers or letters assigned by the enterprise
        at item creation to a class of items with the same form, fit, function, and
        interface.

      


      Parent
        item means the item assembly, intermediate component, or subassembly that
        has an
        embedded item with a unique item identifier or DoD recognized unique
        identification equivalent.

      


      Serial
        number within the enterprise identifier means a combination of numbers, letters,
        or symbols assigned by the enterprise to an item that provides for the
        differentiation of that item from any other like and unlike item and is never
        used again within the enterprise.

      


      Serial
        number within the part, lot, or batch number means a combination of numbers
        or
        letters assigned by the enterprise to an item that provides for the
        differentiation of that item from any other like item within a part, lot,
        or
        batch number assignment.

      


      Serialization
        within the enterprise identifier means each item produced is assigned a serial
        number that is unique among all the tangible items produced by the enterprise
        and is never used again. The enterprise is responsible for ensuring unique
        serialization within the enterprise identifier.

      


      Serialization
        within the part, lot, or batch number means each item of a particular part,
        lot,
        or batch number is assigned a unique serial number within that part, lot,
        or
        batch number assignment. The enterprise is responsible for ensuring unique
        serialization within the part, lot, or batch number within the enterprise
        identifier.

      


      Unique
        item identifier means a set of data elements marked on items that is globally
        unique and unambiguous.

      


      Unique
        item identifier type means a designator to indicate which method of uniquely
        identifying a part has been used. The current list of accepted unique item
        identifier types is maintained at
        http://www.acq.osd.mil/dpap/UID/uid__types.html.

      


      (b)
        The
        Contractor shall deliver all items under a contract line, subline, or exhibit
        line item.

      


      (c)
        DoD
        unique item identification or DoD recognized unique identification
        equivalents.

      


      (1)
        The
        Contractor shall provide DoD unique item identification, or a DoD recognized
        unique identification equivalent, for--

      


      (i)
        All
        delivered items for which the Government's unit acquisition cost is $5,000
        or
        more; and

      


      (ii)
        The
        following items for which the Government's unit acquisition cost is less
        than
        $5,000:

      


      Contract
        line, subline, or  exhibit line

                      item
        No.                          Item
        description:


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      15

       

      (iii)
        Subassemblies, components, and parts embedded within delivered items as
        specified in Attachment Number ------.

      


      (2)
        The
        concatenated unique item identifier and the component data elements of the
        DoD
        unique item identification or DoD recognized unique identification equivalent
        shall not change over the life of the item.

      


      (3)
        Data
        syntax and semantics of DoD unique item identification and DoD recognized
        unique
        identification equivalents. The Contractor shall ensure that--

      


      (i)
        The
        encoded data elements (except issuing agency code) of the unique item identifier
        are marked on the item using one of the following three types of data
        qualifiers, as determined by the Contractor:

      


      (A)
        Data
        Identifiers (DIs) (Format 06) in accordance with ISO/IEC International Standard
        15418, Information Technology `` EAN/UCC Application Identifiers and ANSI
        MH 10
        Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

      


      (B)
        Application Identifiers (AIs) (Format 05), in accordance with ISO/IEC
        International Standard 15418, Information Technology `` EAN/UCC Application
        Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers
        and
        Maintenance.

      


      (C)
        Text
        Element Identifiers (TEIs), in accordance with the DoD collaborative solution
        ``DD'' format for use until the solution is approved by ISO/IEC JTC1 SC 31.
        The
        ``DD'' format is described in Appendix D of the DoD Guide to Uniquely
        Identifying Items, available at http://www.acq.osd.mil/dpap/UID/guides.htm;
        and

      


      (ii)
        The
        encoded data elements of the unique item identifier conform to ISO/IEC
        International Standard 15434, Information Technology--Syntax for High Capacity
        Automatic Data Capture Media.

      


      (4)
        DoD
        unique item identification and DoD recognized unique identification
        equivalents.

      


      (i)
        The
        Contractor shall--

      


      (A)
        Determine whether to serialize within the enterprise identifier or serialize
        within the part, lot, or batch number; and

      


      (B)
        Place
        the data elements of the unique item identifier (enterprise identifier; serial
        number; and for serialization within the part, lot, or batch number only;
        original part, lot, or batch number) on items requiring marking by paragraph
        (c)(1) of this clause, based on the criteria provided in the version of
        MIL-STD-130, Identification Marking of U.S. Military Property, cited in the
        contract Schedule.

      


      (ii)
        The
        issuing agency code--

      


      (a)
        Shall
        not be placed on the item; and

      


      (B)
        Shall
        be derived from the data qualifier for the enterprise identifier.

      


      (d)
        For
        each item that requires unique item identification under paragraph (c)(1)(i)
        or
        (ii) of this clause, in addition to the information provided as part of the
        Material Inspection and Receiving Report specified elsewhere in this contract,
        the Contractor shall report at the time of delivery, either as part of, or
        associated with, the Material Inspection and Receiving Report, the following
        information:

      


      (1)
        Concatenated unique item identifier; or DoD recognized unique identification
        equivalent.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      16

       

      (2)
        Unique item identifier type.

      


      (3)
        Issuing agency code (if concatenated unique item identifier is
        used).

      


      (4)
        Enterprise identifier (if concatenated unique item identifier is
        used).

      


      (5)
        Original part number.

      


      (6)
        Lot
        or batch number.

      


      (7)
        Current part number (if not the same as the original part number).

      


      (8)
        Current part number effective date.

      


      (9)
        Serial number.

      


      (10)
        Government's unit acquisition cost.

      


      (e)
        For
        embedded DoD serially managed subassemblies, components, and parts that require
        unique item identification under paragraph (c)(1)(iii) of this clause, the
        Contractor shall report at the time of delivery, either as part of, or
        associated with the Material Inspection and Receiving Report specified elsewhere
        in this contract, the following information:

      


      (1)
        Concatenated unique item identifier or DoD recognized unique identification
        equivalent of the parent item delivered under a contract line, subline, or
        exhibit line item that contains the embedded subassembly, component, or
        part.

      


      (2)
        Concatenated unique item identifier or DoD recognized unique identification
        equivalent of the embedded subassembly, component, or part.

      


      (3)
        Unique item identifier type.**

      


      (4)
        Issuing agency code (if concatenated unique item identifier is
        used).**

      


      (5)
        Enterprise identifier (if concatenated unique item identifier is
        used).**

      


      (6)
        Original part number.**

      


      (7)
        Lot
        or batch number.**

      


      (8)
        Current part number (if not the same as the original part number.**

      


      (9)
        Current part number effective date.**

      


      (10)
        Serial number.**

      


      (11)
        Unit
        of measure.

      


      (12)
        Description.

      


      **
        Once
        per item.

      


      (f)
        The
        Contractor shall submit the information required by paragraphs (d) and (e)
        of
        this clause in accordance with the data submission procedures at
        http://www.acq.osd.mil/dpap/UID/DataSubmission.htm.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      17

       

      (g)
        Subcontracts. If paragraph (c)(1) of this clause applies, the Contractor
        shall
        include this clause, including this paragraph (g), in all subcontracts issued
        under this contract.

      


      (End
        of
        clause)

      


      


      D-5652.246-9000  Marking
        of Warranted Items (1998)

      


      Each
        item
        covered by a warranty shall be stamped or marked with the contract number,
        item
        description, and ship to address. Items shall also include markings that
        state
        (i) the existence and substance of the warranty, (ii) the warranty duration,
        and
        (iii) who to notify if supplies are found to be defective. Where this is
        impractical, written notice shall be attached to or furnished with the warranted
        item.

      


      Unit
        Identification requirements apply to line items 0002, 1004 and
        1005.

      


      (end
        of
        clause)

      


      


      D-5652.247-9000  Packaging
        & Marking - F.O.B. Destination (1998)

      


      The
        shipping, address, contract number, device number, and any other "MARK FOR"
        information shall be clearly marked on the outside of all packages shipped
        under
        this contract. Information shall be easily identified without opening the
        package. This information shall also be included on the inside of all
        packages.

      


      (end
        of
        clause)

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      18

       

      Section
        E - Inspection and Acceptance

      


      


      E-1.
        INSPECTION AND ACCEPTANCE TERMS

      


      Supplies/services
        will be inspected/accepted at:

      


      
        	
                CLIN

              	
                INSPECT
                  AT

              	
                INSPECT
                  BY

              	
                ACCEPT
                  AT

              	
                ACCEPT
                  BY

              
	
                0001

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                000101

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                000102

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                000103

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                000104

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                0002

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                0003

              	
                Origin

              	
                Government

              	
                Destination

              	
                Government

              
	
                000301

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                000302

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                0004

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                000401

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                000402

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                0005

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                0006

              	
                Destination

              	
                Government

              	
                Destination

              	
                Government

              
	
                1001

              	
                Destination

              	
                Government

              	
                Destination

              	
                Government

              
	
                1002

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                1003

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                1004

              	
                Origin

              	
                Government

              	
                Destination

              	
                Government

              
	
                1005

              	
                Origin

              	
                Government

              	
                Destination

              	
                Government

              
	
                1006

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                1007

              	
                Origin

              	
                Government

              	
                Destination

              	
                Government

              
	
                1007AA

              	
                Origin

              	
                Government

              	
                Destination

              	
                Government

              
	
                1007AB

              	
                Origin

              	
                Government

              	
                Destination

              	
                Government

              
	
                1007AC

              	
                Origin

              	
                Government

              	
                Destination

              	
                Government

              
	
                1008

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              
	
                1009

              	
                Origin

              	
                Government

              	
                Origin

              	
                Government

              


      

      


      


      E-2.  CLAUSES
        INCORPORATED BY REFERENCE

      


      


      
        	
                52.246-6

              	
                Inspection--Time-And-Material
                  And Labor-Hour

              	
                MAY
                  2001

              	 
	
                52.246-6
                  Alt I

              	
                Inspection--Time
                  And Material And Labor Hour (May 2001)  - Alternate
                  I

              	
                APR
                  1984

              	 
	
                252.246-7000

              	
                Material
                  Inspection And Receiving Report

              	
                MAR
                  2003

              	 
	
                5652.246-9001

              	
                Material
                  Inspection and Receiving Reports (DD 250) Mailing Addresses
                  (2001)

              	
                JUN
                  2001

              	 


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      19


      Section
        F - Deliveries or Performance

      F-1.  DELIVERY
        INFORMATION

      


      
        	
                CLIN

              	
                DELIVERY
                  DATE

              	
                QUANTITY

              	
                SHIP
                  TO ADDRESS

              	
                UIC

              
	 	 	 	 	 
	
                0001

              	
                [*]

              	
                N/A

              	
                AEROVIRONMENT
                  INC.

                DAVID
                  RINDELS

                181
                  W. HUNTINGTON DR.

                SUITE
                  202

                MONROVIA
                  CA 91016-3456

                805-581-2187

                FOB:  Destination

              	 
	 	 	 	 	 
	
                000101

              	
                [*]

              	 	
                (SAME
                  AS PREVIOUS LOCATION)

                FOB:  Destination

              	 
	 	 	 	 	 
	
                000102

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                000103

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                000104

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                0002

              	
                [*]

              	
                1

              	
                (SAME
                  AS PREVIOUS LOCATION)

                FOB:  Destination

              	 
	 	 	 	 	 
	
                0003

              	
                [*]

              	 	
                AEROVIRONMENT
                  INC.

                DAVID
                  RINDELS

                181
                  W. HUNTINGTON DR.

                SUITE
                  202

                MONROVIA
                  CA 91016-3456

                805-581-2187

                FOB:  Destination

              	 
	 	 	 	 	 
	
                000301

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                000302

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                0004

              	
                [*]

              	 	
                [*]

                FOB:  Destination

              	 
	 	 	 	 	 
	
                000401

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                000402

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                0005

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                0006

              	
                PER
                  EXHIBIT A CDRL

              	 	
                [*]

                FOB:  Destination

              	
                F2VUB0

              
	 	 	 	 	 
	
                1001

              	
                N/A

              	
                N/A

              	
                [*]

                FOB:  Destination

              	
                F2VUB0

              
	 	 	 	 	 
	
                1002

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      20

       

      
        	
                1003

              	
                 [*]

              	
                1

              	
                [*]

                FOB:  Destination

              	 
	 	 	 	 	 
	
                1004

              	
                [*]

              	
                1

              	
                AEROVIRONMENT
                  INC.

                DAVID
                  RINDELS

                181
                  W. HUNTINGTON DR.

                SUITE
                  202

                MONROVIA
                  CA 91016-3456

                805-581-2187

                FOB:  Destination

              	 
	 	 	 	 	 
	
                1005

              	
                [*]

              	 	
                (SAME
                  AS PREVIOUS LOCATION)

                FOB:  Destination

              	 
	 	 	 	 	 
	
                1006

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              
	 	 	 	 	 
	
                1007

              	
                [*]

              	 	
                [*]

                FOB:  Destination

              	 
	 	 	 	 	 
	
                1008

              	
                [*]

              	
                1

              	
                AEROVIRONMENT
                  INC.

                DAVID
                  RINDELS

                181
                  W. HUNTINGTON DR.

                SUITE
                  202

                MONROVIA
                  CA 91016-3456

                805-581-2187

                FOB:  Destination

              	 
	 	 	 	 	 
	
                1009

              	
                N/A

              	
                N/A

              	
                N/A

              	 


      

      


      


      F-2.
        CLAUSES INCORPORATED BY REFERENCE

      


      


      
        	
                52.247-34

              	
                F.O.B.
                  Destination

              	
                NOV
                  1991

              	 
	
                52.247-48

              	
                F.O.B.
                  Destination--Evidence Of Shipment

              	
                FEB
                  1999

              	 
	
                52.247-55

              	
                F.O.B.
                  Point For Delivery Of Government-Furnished Property

              	
                JUN
                  2003

              	 


      

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      21

      
 

      Section
        G - Contract Administration Data

      


      


      G-1.  ACCOUNTING
        AND APPROPRIATION DATA

      

        AA:
          5773600 297 4750 655050 000000 00000 27434F 667100 F67100 ALD:AA FSR: PSR:
          DSR

        AMOUNT:
          $[*]

        CIN
[*]

        


        AB:
          9770400.11SF SK7 52SW 648JNT 000000 59200 63648D 667100 F67100ALD:AA FSR:000531
          PSR:034457 DSR:101833

        AMOUNT:
          $[*]

        CIN
[*]

        CIN
[*]

        


        AC:
          9770400.34HQ SE7 000000 00000 000000 667100 F67100

        AMOUNT:
          $[*]

        CIN
[*]

        


        AD:
          9760400.56SF SE6 52SW S200GA ADVTCL 59200 046402 667100 F67100 ALD: AA
          FSR:
          007271 PSR: 242198

        AMOUNT:
          $[*]

        CIN
[*]

      

      


      G-2.  Funding
        Schedule [*]
        (2003)

      


      (a)
        In
        accordance with FAR 52.232-22, funds in the amount of $[*]
        have been allotted to cover performance through March 2008.

      


      (b)
        It is
        anticipated that additional funds will be obligated in accordance with the
        following schedule:

      


      
        	
                Award

              	
                -
                  $[*]

              


      

      
        	
                Oct
                  2007

              	
                -
                  $
                  [*]

              


      

      
        	
                Nov
                  2007

              	
                -
                  $[*]
                  (to cover costs from Jan 2008-Dec
                  2008)

              


      

      
        	
                Oct
                  2008

              	
                -
                  $[*]
                  (to fund remainder of CLINs 1-3 &
5).

              


      

      


      
        	
                TOTAL

              	
                -$57.146M

              


      

      (end
        of
        clause)

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      22

       

      G-3.  CLAUSES
        INCORPORATED BY FULL TEXT

      


      


      G-52.216-7     ALLOWABLE
        COST AND PAYMENT (DEC 2002)

      


      (a)
        Invoicing.

      


      (1)
        The
        Government will make payments to the Contractor when requested as work
        progresses, but (except for small business concerns) not more often than
        once
        every 2 weeks, in amounts determined to be allowable by the Contracting Officer
        in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect
        on the date of this contract and the terms of this contract. The Contractor
        may
        submit to an authorized representative of the Contracting Officer, in such
        form
        and reasonable detail as the representative may require, an invoice or voucher
        supported by a statement of the claimed allowable cost for performing this
        contract.

      


      (2)
        Contract financing payments are not subject to the interest penalty provisions
        of the Prompt Payment Act. Interim payments made prior to the final payment
        under the contract are contract financing payments, except interim payments
        if
        this contract contains Alternate I to the clause at 52.232-25.

      


      (3)
        The
        designated payment office will make interim payments for contract financing
        on
        the       (Contracting Officer insert day as
        prescribed by agency head; if not prescribed, insert “30th”) day after the
        designated billing office receives a proper payment request.

      


      In
        the
        event that the Government requires an audit or other review of a specific
        payment request to ensure compliance with the terms and conditions of the
        contract, the designated payment office is not compelled to make payment
        by the
        specified due date.

      


      (b)
        Reimbursing costs. (1) For the purpose of reimbursing allowable costs
        (except as provided in subparagraph (b)(2) of the clause, with respect to
        pension, deferred profit sharing, and employee stock ownership plan
        contributions), the term "costs" includes only--

      


      (i)
        Those
        recorded costs that, at the time of the request for reimbursement, the
        Contractor has paid by cash, check, or other form of actual payment for items
        or
        services purchased directly for the contract;

      


      (ii)
        When
        the Contractor is not delinquent in paying costs of contract performance
        in the
        ordinary course of business, costs incurred, but not necessarily paid,
        for--

      


      (A)
        Supplies and services purchased directly for the contract and associated
        financing payments to subcontractors, provided payments determined due will
        be
        made--

      


      (1)
        In
        accordance with the terms and conditions of a subcontract or invoice;
        and

      


      (2)
        Ordinarily within 30 days of the submission of the Contractor's payment request
        to the Government;

      


      (B)
        Materials issued from the Contractor's inventory and placed in the production
        process for use on the contract;

      


      (C)
        Direct labor;

      


      (D)
        Direct travel;

      


      (E)
        Other
        direct in-house costs; and

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      23

       

      (F)
        Properly allocable and allowable indirect costs, as shown in the records
        maintained by the Contractor for purposes of obtaining reimbursement under
        Government contracts; and

      


      (iii)
        The
        amount of financing payments that have been paid by cash, check, or other
        forms
        of payment to subcontractors.

      


      (2)
        Accrued costs of Contractor contributions under employee pension plans shall
        be
        excluded until actually paid unless--

      


      (i)
        The
        Contractor's practice is to make contributions to the retirement fund quarterly
        or more frequently; and

      


      (ii)
        The
        contribution does not remain unpaid 30 days after the end of the applicable
        quarter or shorter payment period (any contribution remaining unpaid shall
        be
        excluded from the Contractor's indirect costs for payment
        purposes).

      


      (3)
        Notwithstanding the audit and adjustment of invoices or vouchers under paragraph
        (g) of this clause, allowable indirect costs under this contract shall be
        obtained by applying indirect cost rates established in accordance with
        paragraph (d) of this clause.

      


      (4)
        Any
        statements in specifications or other documents incorporated in this contract
        by
        reference designating performance of services or furnishing of materials
        at the
        Contractor's expense or at no cost to the Government shall be disregarded
        for
        purposes of cost-reimbursement under this clause.

      


      (c)
        Small business concerns. A small business concern may receive more
        frequent payments than every 2 weeks.

      


      (d)
        Final indirect cost rates. (1) Final annual indirect cost rates and the
        appropriate bases shall be established in accordance with Subpart 42.7 of
        the
        Federal Acquisition Regulation (FAR) in effect for the period covered by
        the
        indirect cost rate proposal.

      


      (2)(i)
        The Contractor shall submit an adequate final indirect cost rate proposal
        to the
        Contracting Officer (or cognizant Federal agency official) and auditor within
        the 6-month period following the expiration of each of its fiscal years.
        Reasonable extensions, for exceptional circumstances only, may be requested
        in
        writing by the Contractor and granted in writing by the Contracting Officer.
        The
        Contractor shall support its proposal with adequate supporting
        data.

      


      (ii)
        The
        proposed rates shall be based on the Contractor's actual cost experience
        for
        that period. The appropriate Government representative and the Contractor
        shall
        establish the final indirect cost rates as promptly as practical after receipt
        of the Contractor's proposal.

      


      (3)
        The
        Contractor and the appropriate Government representative shall execute a
        written
        understanding setting forth the final indirect cost rates. The understanding
        shall specify (i) the agreed-upon final annual indirect cost rates, (ii)
        the
        bases to which the rates apply, (iii) the periods for which the rates apply,
        (iv) any specific indirect cost items treated as direct costs in the settlement,
        and (v) the affected contract and/or subcontract, identifying any with advance
        agreements or special terms and the applicable rates. The understanding shall
        not change any monetary ceiling, contract obligation, or specific cost allowance
        or disallowance provided for in this contract. The understanding is incorporated
        into this contract upon execution.

      


      (4)
        Failure by the parties to agree on a final annual indirect cost rate shall
        be a
        dispute within the meaning of the Disputes clause.

      


      (5)
        Within 120 days (or longer period if approved in writing by the Contracting
        Officer) after settlement of the final annual indirect cost rates for all
        years
        of a physically complete contract, the Contractor shall submit a completion
        invoice or voucher to reflect the settled amounts and rates.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      24

       

      (6)(i)
        If
        the Contractor fails to submit a completion invoice or voucher within the
        time
        specified in paragraph (d)(5) of this clause, the Contracting Officer
        may--

      


      (A)
        Determine the amounts due to the Contractor under the contract; and

      


      (B)
        Record this determination in a unilateral modification to the
        contract.

      


      (ii)
        This
        determination constitutes the final decision of the Contracting Officer in
        accordance with the Disputes clause.

      


      (e)
        Billing rates. Until final annual indirect cost rates are established
        for any period, the Government shall reimburse the Contractor at billing
        rates
        established by the Contracting Officer or by an authorized representative
        (the
        cognizant auditor), subject to adjustment when the final rates are established.
        These billing rates--

      


      (1)
        Shall
        be the anticipated final rates; and

      


      (2)
        May
        be prospectively or retroactively revised by mutual agreement, at either
        party's
        request, to prevent substantial overpayment or underpayment.

      


      (f)
        Quick-closeout procedures. Quick-closeout procedures are applicable when
        the
        conditions in FAR 42.708(a) are satisfied.

      


      (g)
        Audit. At any time or times before final payment, the Contracting Officer
        may
        have the Contractor's invoices or vouchers and statements of cost audited.
        Any
        payment may be (1) Reduced by amounts found by the Contracting Officer not
        to
        constitute allowable costs or (2) Adjusted for prior overpayments or
        underpayments.

      


      (h)
        Final payment. (1) Upon approval of a completion invoice or voucher submitted
        by
        the Contractor in accordance with paragraph (d)(4) of this clause, and upon
        the
        Contractor's compliance with all terms of this contract, the Government shall
        promptly pay any balance of allowable costs and that part of the fee (if
        any)
        not previously paid.

      


      (2)
        The
        Contractor shall pay to the Government any refunds, rebates, credits, or
        other
        amounts (including interest, if any) accruing to or received by the Contractor
        or any assignee under this contract, to the extent that those amounts are
        properly allocable to costs for which the Contractor has been reimbursed
        by the
        Government. Reasonable expenses incurred by the Contractor for securing refunds,
        rebates, credits, or other amounts shall be allowable costs if approved by
        the
        Contracting Officer. Before final payment under this contract, the Contractor
        and each assignee whose assignment is in effect at the time of final payment
        shall execute and deliver--

      


      (i)
        An
        assignment to the Government, in form and substance satisfactory to the
        Contracting Officer, of refunds, rebates, credits, or other amounts (including
        interest, if any) properly allocable to costs for which the Contractor has
        been
        reimbursed by the Government under this contract; and

      


      (ii)
        A
        release discharging the Government, its officers, agents, and employees from
        all
        liabilities, obligations, and claims arising out of or under this contract,
        except--

      


      (A)
        Specified claims stated in exact amounts, or in estimated amounts when the
        exact
        amounts are not known;

      


      (B)
        Claims (including reasonable incidental expenses) based upon liabilities
        of the
        Contractor to third parties arising out of the performance of this contract;
        provided, that the claims are not known to the Contractor on the date of
        the
        execution of the release, and that the Contractor gives notice of the claims
        in
        writing to the Contracting Officer within 6 years following the release date
        or
        notice of final payment date, whichever is earlier; and

      


      (C)
        Claims for reimbursement of costs, including reasonable incidental expenses,
        incurred by the Contractor under the patent clauses of this contract, excluding,
        however, any expenses arising from the Contractor's indemnification of the
        Government against patent liability.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      25

       

      (End
        of
        clause)

      


      


      G-52.242-4     CERTIFICATION
        OF FINAL INDIRECT COSTS (JAN 1997)

      


      (a)
        The
        Contractor shall--

      


      (1)
        Certify any proposal to establish or modify final indirect cost
        rates;

      


      (2)
        Use
        the format in paragraph (c) of this clause to certify; and

      


      (3)
        Have
        the certificate signed by an individual of the Contractor's organization
        at a
        level no lower than a vice president or chief financial officer of the business
        segment of the Contractor that submits the proposal.

      


      (b)
        )
        Failure by the Contractor to submit a signed certificate, as described in
        this
        clause, may result in final indirect costs at rates unilaterally established
        by
        the Contracting Officer.

      


      (c)
        The
        certificate of final indirect costs shall read as follows:

      


      CERTIFICATE
        OF FINAL INDIRECT COSTS

      


       This
        is to certify that I have reviewed this proposal to establish final indirect
        cost rates and to the best of my knowledge and belief:    1.
        All costs included in this proposal (identify proposal and date) to establish
        final indirect cost rates for (identify period covered by rate) are allowable
        in
        accordance with the cost principles of the Federal Acquisition Regulation
        (FAR)
        and its supplements applicable to the contracts to which the final indirect
        cost
        rates will apply; and    2. This proposal does not include
        any costs which are expressly unallowable under applicable cost principles
        of
        the FAR or its supplements.

      


      Firm:------------------------------------------------------------------

      


      Signature:-------------------------------------------------------------

      


      Name
        of
        Certifying Official:-------------------------------------------

      


      Title:-----------------------------------------------------------------

      


      Date
        of
        Execution:-----------------------------------------------------

      


      (End
        of
        clause)


      


      


      G-5652.231-9001  Allowable
        Travel Costs (2005)

      


      (a)
        Pursuant to Public Law 99-234, reasonable and allowable Contractor costs
        for
        transportation associated with the performance of this contract may be
        reimbursed upon mileage, rates, actual costs, or a combination thereof, lodging,
        meals and incidental expenses may be based upon per diem, actual expense,
        or a
        combination therefore, provided that the method used results in a reasonable
        charge.  The cost above shall be determined reasonable and allowable
        to the extent that they do not exceed, on a daily basis, the maximum per
        diem
        rate in effect at the time of travel as set forth in:

      


      (1)
        Federal Travel Regulations, Volume 2, DoD Civilian Personnel, Appendix A,
        prescribed by the Department of Defense, for travel in Alaska, Hawaii, the
        Commonwealth of Puerto Rico, and the territories and possessions of the United
        States, available on a subscription basis from the Superintendent of Documents,
        U.S. Government Printing Office, Washington DC 20402, Stock No.
        906-010-000000-1; or at
        http://www.gsa.gov/Portal/gsa/ep/contentView.do?P=MTT&contentId=13265&contentType=GSA_BASIC
        in electronic format.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      26

       

      (2)
        Standardized Regulations (Government Civilians, Foreign Areas), Section 925,
        “Maximum Travel Per Diem Allowance for Foreign Areas,” prescribed by the
        Department of State, for travel in areas not covered in (a)(1) of this clause,
        available on a subscription basis from the Superintendent of Documents, U.S.
        Government Printing Office, Washington DC 20402, Stock No. 744-008-000000-0;
        or
        at http://www.state.gov/m/a/als/prdm/2002/9892.htm in electronic
        format

      


      (b)
        Cited
        Federal Regulations are not incorporated in their entirety. Only sections
        defining lodging, meals and incidental expenses and those sections dealing
        with
        special or unusual situations and setting forth maximum per diem rates are
        incorporated herein.

      


      (end
        of
        clause)


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      27

      
 

      Section
        H - Special Contract Requirements

      


      H-1  TECHNICAL
        SUPPORT

      


      H-1a
        -
[*]
TECHNICAL  SUPPORT

      


      [*]
is
        retaining [*] as technical consultants
        to
        support this effort.   [*] shall provide signed
        Non-Disclosure and Rules of Conduct/Conflict of Interest Statements to the
        PCO.  [*] shall
        attend all technical interchange meeting, observe testing, and provide
        independent assessment to [*]
on status of testing.  [*]
and
[*]
have
        a separate Memorandum
        Of Agreement and Statement of Work associated with [*] involvement in this
        contract.   [*]
is not authorized
        to direct any changes or modifications to this
        contract.  Any recommended changes by [*] shall be identified
        to the
        PCO.

      (end
        of
        clause)

      


      H-1b
        -
        Technical Representative [*]

      


      (a)
        The
        Contracting Officer may appoint one or more Government employees as a technical
        representative to assist the Contracting Officer with scientific engineering
        or
        field of discipline matters directly related to the contract. The technical
        representative is not authorized to act on be behalf of the Contracting Officer
        or to make any commitments or changes that will affect price, quality, quantity,
        delivery, or any other term or condition of the contract.

      


      (b)
        The
        appointments will be in writing, signed by the Contracting Officer.

      


      (end
        of
        clause)

      


      
        	
                 

              	
                H-1c
                  - Use of Contractor Support/Advisory Personnel as Contract Specialists
                  [*]
                  (2005)

              


      

      


      The
        contractor’s attention is directed to the fact that contractor personnel may
        assist the Government in a contract administrator role for administration
        of
        this contract. Execution of this contract constitutes approval to release
        the
        contract and contractor’s proposal to Government Support Contractors who have
        signed Non-Disclosure and Rules of Conduct/Conflict of Interest
        Statements.

      


      (end
        of
        clause)

      


      


      H-2
        RESTRICT GOV DATA RIGHTS

      


      Government
        rights in data shall allow for open architecture and are as delineated in
        Attachment 6.  Specifically, the government data rights will be used
        to allow the Government [*].

      


      [*]

      


       (End
        of Summary of Changes)

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      28

       

      H-3  DISCLOSURE
        OF UNCLASSIFIED  INFORMATION (2007)

      


      a.
        On
        September 21, 2001, the Department of Defense designated [*] a sensitive unit,
        as defined
        by Title 10 United States Code (USC) Section 130b (10 USC
        130b).   In keeping with this designation, unclassified
        information related to [*]
military technology
        acquisitions managed by [*] or any of its component
        commands, will be designated Controlled Unclassified Information (CUI). As
        such,
        the contractor hereby unequivocally agrees that it shall not release to anyone
        outside the Contractor’s organization any unclassified information, regardless
        of medium (e.g., film, tape, document, contractor’s external website, newspaper,
        magazine, journal, corporate annual report, etc.), pertaining to any part
        of
        this contract or any program related to this contract, unless the Contracting
        Officer has given prior written approval. Furthermore, any release of
        information which associates [*], or any component
        command
        with an acquisition program, contractor, or this contract is prohibited unless
        specifically authorized by [*].

      


      b.
        Request for approval shall identify the specific information to be released,
        the
        medium to be used, and the purpose for the release. The contractor shall
        submit
        the request to the Contracting Officer at least 45 days before the propose
        date
        for release for approval. No release of any restricted information shall
        be made
        without specific written authorization by the Contracting Office.

      


      c.
        The
        Contractor shall include a similar requirement in each subcontract under
        this
        contract. Subcontractors shall submit request for authorization to release
        through the prime contractor to the Contracting Officer.

      


      d.
        The
        Contractor further understands that Title 18 USC Section 701 specifically
        prohibits the use of the [*]
emblem or logo in
        any medium (e.g., corporate website, marketing
        brochure, news paper, magazine, etc.) unless authorized in writing by [*]. Forward any request
        to use
        the [*] emblem or logo
        through the Contracting Officer.

      


      (end
        of
        clause)


      


      


      H-4  BILLING
        RATES

      The
        following are the billing rates, subject to adjustment in accordance with
        Section G clause I-52.216-7 Allowable Cost and Payment (Dec 2002), sub-paragraph
        (e).

      


      


      
        	
                AV
                  BILLING RATES

              
	
                Indirect
                  Rates:

              	
                FY07

              	
                FY08

              	
                FY09

              	
                FY10

              	
                FY11

              
	
                Engineering
                  O/H

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              
	
                 
                  Manufacturing O/H  

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              
	
                Material
                  Burden

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              
	
                G&A

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              	
                [*]

              


      

       

       

      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      29

      
 

      Section
        I - Contract Clauses

      


      I-1.  CLAUSES
        INCORPORATED BY REFERENCE

      


      


      
        	
                52.203-3

              	
                Gratuities

              	 	
                APR
                  1984

              	 
	
                52.209-6

              	
                Protecting
                  the Government's Interest When Subcontracting With Contractors
                  Debarred,
                  Suspended, or Proposed for Debarment

              	 	
                SEP
                  2006

              	 
	
                52.215-8

              	
                Order
                  of Precedence--Uniform Contract Format

              	 	
                OCT
                  1997

              	 
	
                52.215-17

              	
                Waiver
                  of Facilities Capital Cost of Money

              	 	
                OCT
                  1997

              	 
	
                52.215-18

              	
                Reversion
                  or Adjustment of Plans for Postretirement Benefits (PRB) Other
                  than
                  Pensions

              	 	
                JUL
                  2005

              	 
	
                52.216-8

              	
                Fixed
                  Fee

              	 	
                MAR
                  1997

              	 
	
                52.216-11

              	
                Cost
                  Contract--No Fee

              	 	
                APR
                  1984

              	 
	
                52.219-8

              	
                Utilization
                  of Small Business Concerns

              	 	
                MAY
                  2004

              	 
	
                52.219-28

              	
                Post-Award
                  Small Business Program Rerepresentation

              	 	
                JUN
                  2007

              	 
	
                52.222-3

              	
                Convict
                  Labor

              	 	
                JUN
                  2003

              	 
	
                52.222-21

              	
                Prohibition
                  Of Segregated Facilities

              	 	
                FEB
                  1999

              	 
	
                52.222-26

              	
                Equal
                  Opportunity

              	 	
                APR
                  2002

              	 
	
                52.222-35

              	
                Equal
                  Opportunity For Special Disabled Veterans, Veterans of the Vietnam
                  Era,
                  and Other Eligible Veterans

              	 	
                SEP
                  2006

              	 
	
                52.222-36

              	
                Affirmative
                  Action For Workers With Disabilities

              	 	
                JUN
                  1998

              	 
	
                52.222-37

              	
                Employment
                  Reports On Special Disabled Veterans, Veterans Of The Vietnam Era,
                  and
                  Other Eligible Veterans

              	 	
                SEP
                  2006

              	 
	
                52.226-1

              	
                Utilization
                  Of Indian Organizations And Indian-Owned Economic
                  Enterprises

              	 	
                JUN
                  2000

              	 
	
                52.227-1
                  Alt I

              	
                Authorization
                  And Consent (Jul 1995) -  Alternate I

              	 	
                APR
                  1984

              	 
	
                52.227-2

              	
                Notice
                  And Assistance Regarding Patent And Copyright Infringement

              	 	
                AUG
                  1996

              	 
	
                52.228-3

              	
                Worker's
                  Compensation Insurance (Defense Base Act)

              	 	
                APR
                  1984

              	 
	
                52.228-4

              	
                Workers'
                  Compensation and War-Hazard Insurance Overseas

              	 	
                APR
                  1984

              	 
	
                52.228-5

              	
                Insurance
                  - Work On A Government Installation

              	 	
                JAN
                  1997

              	 
	
                52.228-7

              	
                Insurance--Liability
                  To Third Persons

              	 	
                MAR
                  1996

              	 
	
                52.232-7

              	
                Payments
                  Under Time-And-Materials And Labor Hour Contracts

              	 	
                FEB
                  2007

              	 
	
                52.232-9

              	
                Limitation
                  On Withholding Of Payments

              	 	
                APR
                  1984

              	 
	
                52.232-20

              	
                Limitation
                  Of Cost

              	 	
                APR
                  1984

              	 
	
                52.232-22

              	
                Limitation
                  Of Funds

              	 	
                APR
                  1984

              	 
	
                52.232-23
                  Alt I

              	
                Assignment
                  of Claims (Jan 1986) -  Alternate I

              	 	
                APR
                  1984

              	 
	
                52.232-25

              	
                Prompt
                  Payment

              	 	
                OCT
                  2003

              	 
	
                52.232-33

              	
                Payment
                  by Electronic Funds Transfer--Central Contractor
                  Registration

              	 	
                OCT
                  2003

              	 
	
                52.233-1

              	
                Disputes

              	 	
                JUL
                  2002

              	 
	
                52.233-3

              	
                Protest
                  After Award

              	 	
                AUG
                  1996

              	 
	
                52.233-3
                  Alt I

              	
                Protest
                  After Award (Aug 1996) -  Alternate I

              	 	
                JUN
                  1985

              	 
	
                52.236-8

              	
                Other
                  Contracts

              	 	
                APR
                  1984

              	 
	
                52.242-15

              	
                Stop-Work
                  Order

              	 	
                AUG
                  1989

              	 
	
                52.242-17

              	
                Government
                  Delay Of Work

              	 	
                APR
                  1984

              	 
	
                52.243-1

              	
                Changes--Fixed
                  Price

              	 	
                AUG
                  1987

              	 
	
                52.243-2

              	
                Changes--Cost-Reimbursement

              	 	
                AUG
                  1987

              	 
	
                52.243-3

              	
                Changes--Time-And-Material
                  Or Labor-Hours

              	 	
                SEP
                  2000

              	 
	
                52.244-6

              	
                Subcontracts
                  for Commercial Items

              	 	
                MAR
                  2007

              	 
	
                52.245-3

              	
                Identification
                  of Government-Furnished Property

              	 	
                APR
                  1984

              	 
	
                52.245-4

              	
                Government-Furnished
                  Property (Short Form)

              	 	
                JUN
                  2003

              	 


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      30

       

      
        	
                52.245-5
                  Alt I

              	
                Government
                  Property (Cost-Reimbursement, Time-and-Material, Or Labor-Hour
                  Contracts)
                  (May 2004) Alternate I

              	 	
                JUN
                  2003

              	 
	
                52.245-5
                  Dev

              	
                Government
                  Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour
                  Contracts)
                  Deviation

              	 	
                MAY
                  2004

              	 
	
                52.245-14

              	
                Use
                  of Government Facilities

              	 	
                APR
                  1984

              	 
	
                52.245-17

              	
                Special
                  Tooling

              	 	
                MAY
                  2004

              	 
	
                52.245-18

              	
                Special
                  Test Equipment

              	 	
                FEB
                  1993

              	 
	
                52.246-8

              	
                Inspection
                  Of Research And Development Cost Reimbursement

              	 	
                MAY
                  2001

              	 
	
                52.249-1

              	
                Termination
                  For Convenience Of The Government (Fixed Price) (Short
                  Form)

              	 	
                APR
                  1984

              	 
	
                52.249-2

              	
                Termination
                  For Convenience Of The Government (Fixed-Price)

              	 	
                MAY
                  2004

              	 
	
                52.249-6

              	
                Termination
                  (Cost Reimbursement)

              	 	
                MAY
                  2004

              	 
	
                52.249-6
                  Alt IV

              	
                Termination
                  (Cost Reimbursement) (May 2004)  - Alternate IV

              	 	
                SEP
                  1996

              	 
	
                52.249-14

              	
                Excusable
                  Delays

              	 	
                APR
                  1984

              	 
	
                52.253-1

              	
                Computer
                  Generated Forms

              	 	
                JAN
                  1991

              	 
	
                252.203-7001

              	
                Prohibition
                  On Persons Convicted of Fraud or Other Defense-Contract-Related
                  Felonies

              	 	
                DEC
                  2004

              	 
	
                252.204-7002

              	
                Payment
                  For Subline Items Not Separately Priced

              	 	
                DEC
                  1991

              	 
	
                252.204-7003

              	
                Control
                  Of Government Personnel Work Product

              	 	
                APR
                  1992

              	 
	
                252.204-7004
                  Alt A

              	
                Central
                  Contractor Registration (52.204-7) Alternate A

              	 	
                NOV
                  2003

              	 
	
                252.205-7000

              	
                Provision
                  Of Information To Cooperative Agreement Holders

              	 	
                DEC
                  1991

              	 
	
                252.209-7004

              	
                Subcontracting
                  With Firms That Are Owned or Controlled By The Government of a
                  Terrorist
                  Country

              	 	
                DEC
                  2006

              	 
	
                252.225-7012

              	
                Preference
                  For Certain Domestic Commodities

              	 	
                JAN
                  2007

              	 
	
                252.225-7040

              	
                Contractor
                  Personnel Authorized to Accompany U.S. Armed Forces Deployed Outside
                  the
                  United States

              	 	
                JUN
                  2006

              	 
	
                252.227-7013

              	
                Rights
                  in Technical Data--Noncommercial Items

              	 	
                NOV
                  1995

              	 
	
                252.227-7014

              	
                Rights
                  in Noncommercial Computer Software and Noncommercial Computer Software
                  Documentation

              	 	
                JUN
                  1995

              	 
	
                252.227-7015

              	
                Technical
                  Data--Commercial Items

              	 	
                NOV
                  1995

              	 
	
                252.227-7016

              	
                Rights
                  in Bid or Proposal Information

              	 	
                JUN
                  1995

              	 
	
                252.227-7019

              	
                Validation
                  of Asserted Restrictions--Computer Software

              	 	
                JUN
                  1995

              	 
	
                252.227-7027

              	
                Deferred
                  Ordering Of Technical Data Or Computer Software

              	 	
                APR
                  1988

              	 
	
                252.227-7030

              	
                Technical
                  Data--Withholding Of Payment

              	 	
                MAR
                  2000

              	 
	
                252.227-7037

              	
                Validation
                  of Restrictive Markings on Technical Data

              	 	
                SEP
                  1999

              	 
	
                252.231-7000

              	
                Supplemental
                  Cost Principles

              	 	
                DEC
                  1991

              	 
	
                252.232-7003

              	
                Electronic
                  Submission of Payment Requests

              	 	
                MAR
                  2007

              	 
	
                252.232-7010

              	
                Levies
                  on Contract Payments

              	 	
                DEC
                  2006

              	 
	
                252.235-7010

              	
                Acknowledgment
                  of Support and Disclaimer

              	 	
                MAY
                  1995

              	 
	
                252.235-7011

              	
                Final
                  Scientific or Technical Report

              	 	
                NOV
                  2004

              	 
	
                252.242-7002

              	
                Earned
                  Value Management System

              	 	
                MAR
                  2005

              	 
	
                252.242-7005

              	
                Cost/Schedule
                  Status Report

              	 	
                MAR
                  2005

              	 
	
                252.243-7001

              	
                Pricing
                  Of Contract Modifications

              	 	
                DEC
                  1991

              	 
	
                252.243-7002

              	
                Requests
                  for Equitable Adjustment

              	 	
                MAR
                  1998

              	 
	
                252.245-7001

              	
                Reports
                  Of Government Property

              	 	
                MAY
                  1994

              	 


      

       

      


      I-2.  CLAUSES
        INCORPORATED BY FULL TEXT

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      31

       

      I-52.215-15      PENSION
        ADJUSTMENTS AND ASSET REVERSIONS (OCT 2004)

      


      (a)
        The
        Contractor shall promptly notify the Contracting Officer in writing when
        it
        determines that it will terminate a defined-benefit pension plan or otherwise
        recapture such pension fund assets.

      


      (b)
        For
        segment closings, pension plan terminations, or curtailment of benefits,
        the
        amount of the adjustment shall be--

      


      (1)
        For
        contracts and subcontracts that are subject to full coverage under the Cost
        Accounting Standards (CAS) Board rules and regulations (48 CFR Chapter 99),
        the
        amount measured, assigned, and allocated in accordance with 48 CFR
        9904.413-50(c)(12); and

      


      (2)
        For
        contracts and subcontracts that are not subject to full coverage under the
        CAS,
        the amount measured, assigned, and allocated in accordance with 48 CFR
        9904.413-50(c)(12), except the numerator of the fraction at 48 CFR
        9904.413-50(c)(12)(vi) shall be the sum of the pension plan costs allocated
        to
        all non-CAS covered contracts and subcontracts that are subject to Federal
        Acquisition Regulation (FAR) Subpart 31.2 or for which cost or pricing data
        were
        submitted.

      


      (c)
        For
        all other situations where assets revert to the Contractor, or such assets
        are
        constructively received by it for any reason, the Contractor shall, at the
        Government's option, make a refund or give a credit to the Government for
        its
        equitable share of the gross amount withdrawn. The Government's equitable
        share
        shall reflect the Government's participation in pension costs through those
        contracts for which cost or pricing data were submitted or that are subject
        to
        FAR Subpart 31.2.

      


      (d)
        The
        Contractor shall include the substance of this clause in all subcontracts
        under
        this contract that meet the applicability requirement of FAR
        15.408(g).

      


      (End
        of
        clause)

      


      


      I-52.217-6     OPTION
        FOR INCREASED QUANTITY (MAR 1989)

      


      The
        Government may increase the quantity of supplies called for in the Schedule
        at
        the unit price specified.  The Contracting Officer may exercise the
        option by written notice to the Contractor as follows: For OPTION CLINS 1004
        and
        1005 ONLY within [*] after contract Award.  This does not include CLIN
        0004 GO System Demonstration, or the other option CLINS.  CLIN 0004
        and the other option CLINs can be exercised any time during the term of the
        contract.  Delivery of the added items shall continue at the same rate
        as the like items called for under the contract, unless the parties otherwise
        agree.

      


      (End
        of
        clause)


      


      


      I-52.217-9     OPTION
        TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

      


      (a)
        The
        Government may extend the term of this contract by written notice to the
        Contractor within five (5) days (insert the period of time within which the
        Contracting Officer may exercise the option); provided that the Government
        gives
        the Contractor a preliminary written notice of its intent to extend at least
        sixty days (60 days unless a different number of days is inserted) before
        the
        contract expires. The preliminary notice does not commit the Government to
        an
        extension.

      


      (b)
        If
        the Government exercises this option, the extended contract shall be considered
        to include this option clause.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      32

       

      (c)
        The
        total duration of this contract, including the exercise of any options under
        this clause, shall not exceed five (5) years.

      (End
        of
        clause)


      


      


      I-52.242-1    NOTICE
        OF INTENT TO DISALLOW COSTS (APR 1984)

      


      (a)
        Notwithstanding any other clause of this contract--

      


      (1)
        The
        Contracting Officer may at any time issue to the Contractor a written notice
        of
        intent to disallow specified costs incurred or planned for incurrence under
        this
        contract that have been determined not to be allowable under the contract
        terms;
        and

      


      (2)
        The
        Contractor may, after receiving a notice under subparagraph (1) above, submit
        a
        written response to the Contracting Officer, with justification for allowance
        of
        the costs. If the Contractor does respond within 60 days, the Contracting
        Officer shall, within 60 days of receiving the response, either make a written
        withdrawal of the notice or issue a written decision.

      


      (b)
        Failure to issue a notice under this Notice of Intent to Disallow Costs clause
        shall not affect the Government's rights to take exception to incurred
        costs.

      


      (End
        of
        clause)

       

      


      I-52.242-3      Penalties
        for Unallowable Costs.  (MAY 2001)

      


      (a)
        Definition. Proposal, as used in this clause, means either--

      


      (1)
        A
        final indirect cost rate proposal submitted by the Contractor after the
        expiration of its fiscal year which--

      


      (i)
        Relates to any payment made on the basis of billing rates; or

      


      (ii)
        Will
        be used in negotiating the final contract price; or

      


      (2)
        The
        final statement of costs incurred and estimated to be incurred under the
        Incentive Price Revision clause (if applicable), which is used to establish
        the
        final contract price.

      


      (b)
        Contractors which include unallowable indirect costs in a proposal may be
        subject to penalties. The penalties are prescribed in 10 U.S.C. 2324 or 41
        U.S.C. 256, as applicable, which is implemented in Section 42.709 of the
        Federal
        Acquisition Regulation (FAR).

      


      (c)
        The
        Contractor shall not include in any proposal any cost that is unallowable,
        as
        defined in Subpart 2.1 of the FAR, or an executive agency supplement to the
        FAR.

      


      


      (d)
        If
        the Contracting Officer determines that a cost submitted by the Contractor
        in
        its proposal is expressly unallowable under a cost principle in the FAR,
        or an
        executive agency supplement to the FAR, that defines the allowability of
        specific selected costs, the Contractor shall be assessed a penalty equal
        to--

      


      (1)
        The
        amount of the disallowed cost allocated to this contract; plus

      


      2)
        Simple
        interest, to be computed--

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      33

       

      (i)
        On
        the amount the Contractor was paid (whether as a progress or billing payment)
        in
        excess of the amount to which the Contractor was entitled; and

      


      (ii)
        Using the applicable rate effective for each six-month interval prescribed
        by
        the Secretary of the Treasury pursuant to Pub. L. 92-41 (85 Stat.
        97).

      


      (e)
        If
        the Contracting Officer determines that a cost submitted by the Contractor
        in
        its proposal includes a cost previously  determined to be unallowable
        for that Contractor, then the Contractor will be assessed a penalty in an
        amount
        equal to two times the amount of the disallowed cost allocated to this
        contract.

      


      (f)
        Determinations under paragraphs (d) and (e) of this clause are final decisions
        within the meaning of the Contract Disputes Act of 1978 (41 U.S.C. 601, et
        seq.).

      


      (g)
        Pursuant to the criteria in FAR 42.709-5, the Contracting Officer may waive
        the
        penalties in paragraph (d) or (e) of this clause.

      


      (h)
        Payment by the Contractor of any penalty assessed under this clause does
        not
        constitute repayment to the Government of any unallowable cost which has
        been
        paid by the Government to the Contractor.

      


      (End
        of
        clause)


      


      


      I-52.247-1     COMMERCIAL
        BILL OF LADING NOTATIONS (FEB 2006)

      


      When
        the
        Contracting Officer authorizes supplies to be shipped on a commercial bill
        of
        lading and the Contractor will be reimbursed these transportation costs as
        direct allowable costs, the Contractor shall ensure before shipment is made
        that
        the commercial shipping documents are annotated with either of the following
        notations, as appropriate:

      


      (a)
        If
        the Government is shown as the consignor or the consignee, the annotation
        shall
        be:

      


      "Transportation
        is for the       and the actual total
        transportation charges paid to the carrier(s) by the consignor or consignee
        are
        assignable to, and shall be reimbursed by, the Government."

      


      (b)
        If
        the Government is not shown as the consignor or the consignee, the annotation
        shall be:

      


      "Transportation
        is for the       and the actual total
        transportation charges paid to the carrier(s) by the consignor or consignee
        shall be reimbursed by the Government, pursuant to cost-reimbursement contract
        no.      .  This may be confirmed by
        contacting      ."

       (End
        of clause)

      


      


      I-52.252-2      CLAUSES
        INCORPORATED BY REFERENCE (FEB 1998)

      


      This
        contract incorporates one or more clauses by reference, with the same force
        and
        effect as if they were given in full text. Upon request, the Contracting
        Officer
        will make their full text available. Also, the full text of a clause may
        be
        accessed electronically at this/these address(es):

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      http://farsite.hill.af.mil/

      


      (End
        of
        clause)


      


      


      I-52.252-6     AUTHORIZED
        DEVIATIONS IN CLAUSES (APR 1984)

      


      (a)
        The
        use in this solicitation or contract of any Federal Acquisition Regulation
        (48
        CFR Chapter 1) clause with an authorized deviation is indicated by the addition
        of "(DEVIATION)" after the date of the clause.

      


      (b)
        The
        use in this solicitation or contract of any  insert regulation
        name     (48 CFR      )
        clause with an authorized deviation is indicated by the addition of
        "(DEVIATION)" after the name of the regulation.

      (End
        of
        clause)


      


      


      I-252.242-7002    EARNED
        VALUE MANAGEMENT SYSTEM (MAR 2005)

      


      (a)
        In
        the performance of this contract, the Contractor shall use an earned value
        management system (EVMS) that has been recognized by the cognizant
        Administrative Contracting Officer (ACO) as complying with the criteria provided
        in DoDI 5000.2, Operation of the Defense Acquisition System.

      


      (b)
        If,
        at the time of award, the Contractor's EVMS has not been recognized by the
        cognizant ACO as complying with EVMS criteria (or the Contractor does not
        have
        an existing cost/schedule control system that has been accepted by the
        Department of Defense), the Contractor shall apply the system to the contract
        and shall be prepared to demonstrate to the ACO that the EVMS complies with
        the
        EVMS criteria referenced in paragraph (a) of this clause.

      


      (c)
        The
        Government may require integrated baseline reviews. Such reviews shall be
        scheduled as early as practicable and should be conducted within 180 calendar
        days after (1) contract award, (2) the exercise of significant contract options,
        or (3) the incorporation of major modifications. The objective of the integrated
        baseline review is for the Government and the Contractor to jointly assess
        areas, such as the Contractor's planning, to ensure complete coverage of
        the
        statement of work, logical scheduling of the work activities, adequate
        resourcing, and identification of inherent risks.

      


      (d)
        Unless a waiver is granted by the ACO, Contractor-proposed EVMS changes require
        approval of the ACO prior to implementation. The ACO shall advise the Contractor
        of the acceptability of such changes within 30 calendar days after receipt
        of
        the notice of proposed changes from the Contractor. If the advance approval
        requirements are waived by the ACO, the Contractor shall disclose EVMS changes
        to the ACO at least 14 calendar days prior to the effective date of
        implementation.

      


      (e)
        The
        Contractor agrees to provide access to all pertinent records and data requested
        by the ACO or duly authorized representative. Access is to permit Government
        surveillance to ensure that the EVMS complies, and continues to comply, with
        the
        criteria referenced in paragraph (a) of this clause.

      


      (f)
        The
        Contractor shall require the following subcontractors to comply with the
        requirements of this clause:

      


      (Contracting
        Officer to insert names of subcontractors selected for application of EVMS
        criteria in accordance with 252.242-7001(c).)

      


      


      (End
        of
        clause)

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      35

       

      I-5652.201-9002
        Authorized Changes Only by Contracting Officer (2005)

      


      The
        Contractor shall not comply with any order, direction or request of Government
        personnel unless it is issued in writing and signed by the Contracting Officer,
        or is pursuant to specific authority otherwise included as part of this
        contract. Except as specified herein, no order, statement, or conduct of
        Government personnel who visit the contractor’s facilities or in any other
        manner communicates with Contractor personnel during the performance of this
        contract shall constitute a change under the Changes clause in Section I.
        In the
        event the Contractor effects any change at the direction of any person other
        the
        Contracting Officer, the change will be considered to have been made without
        authority and no adjustment will be made in the contract price to cover any
        increase in cost incurred as a result thereof. The address and telephone
        number
        of the Contracting Officer is (Enter Contracting Officer’s name and contact
        information).

      


      (end
        of
        clause)

      


      


      I-5652.216-9000  Fixed
        Fee Information (2003)

      


      Subject
        to the requirements of FAR 52.216-8 and all other withholding requirements
        of
        this contract, the fixed fee stated in Section B shall be paid to the contractor
        at the same percentage rate as the percentage of incurred and allowable costs
        proportionate to the total estimated cost.

      


      (end
        of
        clause)

      


      


      I-5652.216-9005  Government
        Down Time for Various Reasons (2005)

      


      From
        time
        to time Government installations may be closed in response to an unforeseen
        emergency or similar occurrence, or by order of the President, Secretary
        of
        Defense, or installation commander. Designated emergencies include, but are
        not
        limited to, adverse weather such as snow or flood, an act of God such as
        a
        tornado or earthquake, acts of war or terrorism, computer failures, or a
        base
        disaster such as a natural gas leak or fire.

      


      (a)
        Under
        such designated emergencies or other ordered base closures, contractor personnel
        will not be allowed on the Government installation unless specifically approved
        by the Contracting Officer in accordance with installation policies and
        procedures. If an emergency requiring installation closure occurs while
        contractor personnel are on the installation, contractor personnel shall
        promptly secure all government furnished property appropriately and evacuate
        in
        an expedient but safe manner unless otherwise directed by the Contracting
        Officer.

      


      (b)
        If
        the installation closure causes a delay in the work required by the contract,
        the Government may:

      (i)
        grant
        a time extension in each task order delayed by the closure equal to the time
        of
        the closure, subject to the availability of funds.

      (ii)
        terminate the work or a portion of the work.

      (iii)
        reschedule the work on any day satisfactory to both parties.

      (iv)
        permit the contractor to perform at an off-site location during the period
        of
        installation closure if meaningful work can be accomplished. Contractor shall
        certify to the government by letter within 5 business days of returning to
        work
        the nature and scope of the work completed off-site. There shall be no
        adjustment to the contract labor rates for work performed off the
        installation.

      (v)
        require that the Contractor continue on-site performance during the installation
        closure period in accordance with installation procedures.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      36

       

      (end
        of
        clause)

      


      


      I-5652.228-9000  Required
        Insurance (2003)

      


      The
        kinds
        and minimum amounts of insurance required in accordance with 52.228-5
        "Insurance-Work on a Government Installation" are as follows:

      


      
        	
                TYPE

              	
                AMOUNT

              
	
                Automobile
                  Bodily Injury Liability

              	
                $200,000
                  per person/ $500,000 per occurrence (EXAMPLE)

              
	
                Property
                  Damage Liability

              	
                $20,000
                  per occurrence (EXAMPLE)

              
	
                Workers
                  Compensation & Occupational Disease

              	
                As
                  required by federal and State Statutes

              
	
                Employer's
                  Liability

              	
                $100,000(EXAMPLE)

              


      

      


      (end
        of
        clause)

      


      


      I-5652.232-9002  Time
        and Materials/Ceiling Price Indefinite Delivery Contracts (1998)

      


      Ceiling
        Price: The term "ceiling price" as used in the clauses FAR 52.232-7 "Payments
        Under Time and Materials and Labor-Hour Contracts", and the term "estimated
        cost" in FAR 52.232-20 "Limitation of Cost" and 52.232-22 "Limitation of
        Funds"
        shall be applicable to each CLIN or SLIN specified in Schedule B. The Government
        shall not be obligated to pay the contractor any amount in excess of the
        ceiling
        price for each CLIN/SLIN set forth in Schedule B unless and until the
        Contracting Officer has notified the contractor in writing that the ceiling
        price has been increased and has specified in the notice a revised ceiling
        price
        for performance under the contract for that CLIN/SLIN.

      


      (end
        of
        clause)

      


      


      I-5652.245-9004  Delivery
        Requirements for Government-Furnished Property (2003)

      


      Government
        furnished property available for use by the contractor is listed
        below:

      


      Final
        9/21/07 for final Contract

      


      Government
        Furnished Property

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      37

       

      
        	
                Item

              	
                Phase
                  of Use

              	
                Purpose/Approximate
                  Need Date

              
	
                [*]

              	
                [*]

              	
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      Code:
        D =
        Design, I = Integration & Test, M = Military Utility Assessment

      


      


      Government
        Furnished Information

      
        	
                Item

              	
                Phase
                  of Use

              	
                Purpose/Approximate
                  Need Date

              
	
                [*]

              	
                [*]

              	
                [*]

              
	
                [*]

              	
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      Code:
        D =
        Design, I = Integration & Test, M = Military Utility
        AssessmentCode:

      D
        =
        Design

      I
        =
        Integration & Test

      M
        =
        Military Utility Assessment

      


      


      Offerors
        shall submit a schedule for delivery of Government Furnished property. Offerors
        shall indicate the dates that the items will be required by the contractor
        in
        order to complete the contract on time.

      


      (end
        of
        clause)

      


      


      [*]
        Certain information on this page has been omitted and filed separately with
        the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      38

       

      I-5652.252-9000  Notice
        of Incorporation of Section K (1998)

      


      Section
        K, Certifications and Representations, of the solicitation will not be
        distributed with the contract; however, Section K is hereby incorporated
        by
        reference.

      


      (end
        of
        clause)

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      39

       

      Section
        J - List of Documents, Exhibits and Other
        Attachments

      


      


      Exhibit/Attachment
        Table of Contents

      


      
        	
                DOCUMENT
                  TYPE

              	
                DESCRIPTION

              	 	
                PAGES

              	
                DATE

              
	 	 	 	 	 
	
                Attachment
                  1

              	
                SOW
                  rev 7

              	 	
                23

              	
                21
                  Sep 2007

              
	
                Attachment
                  2

              	
                ASSEMBLY
                  LIST

              	 	
                 
                  2

              	
                13
                  Jul 2007

              
	
                Attachment
                  3

              	
                RATES

              	 	
                  1

              	
                15
                  Sep 2007

              
	
                Attachment
                  4

              	
                Security
                  Classification Guide (DRAFT)

              	 	
                20

              	 
	
                Attachment
                  5

              	
                DD
                  254

              	 	
                  5

              	
                17
                  Sep 2007

              
	
                Attachment
                  6

              	
                Govt
                  Data Rights

              	 	
                12

              	
                13
                  Sep 2007

              
	
                Attachment
                  7

              	
                EVMS
                  Plan

              	 	
                 
                  4

              	
                14
                  Sep 2007

              
	
                Exhibit
                  A

              	
                CDRL
                  Exhibit(s)

              	 	 	 


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            H92222-07-C-0072

          

        

      

      40

       

      [*]
        Attachments 1-7 and Exhibit A have been omitted and are filed separately
        with
        the Securities and Exchange Commission. Confidential treatment has been
        requested with respect to the omitted portions.