SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the twelve months ended
December 31, 1996
Commission File No. 0-13829
PRECISION STANDARD, INC.
Colorado 84-0985295
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State or other jurisdiction of I.R.S. Employer Identification No.
Incorporation or organization
1225 17th Street
Suite 1800
Denver, CO 80202
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Address of principal executive offices Zip Code
Company's telephone number, including area code: (303) 292-6565
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
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(Title of Class)
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by section 13 or 14(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Company was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
The aggregate market value of the Common Stock held by non-affiliates
on February 28, 1997 was approximately $4,749,896.
The number of shares of the company's Common Stock outstanding as of
February 28, 1997 was 12,523,896.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after the end of the
fiscal year (December 31, 1996) are incorporated by reference in Part III.
Indicated by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. Yes X No
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Form 10-K for the
period ended December 31, 1996 as set forth below:
ITEM 3. LEGAL PROCEEDINGS
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Legal Proceedings is replaced by the following:
On June 27, 1997, the Company's Pemco Aeroplex subsidiary was served
with a civil complaint filed by the United States of America in US
District Court for the Middle District of Alabama, Northern Division. The
complaint alleged violation of the False Claims Act ("FCA") and contract
claims based on mistake of fact and unjust enrichment with respect to the
1991 sale of certain C-130 aircraft wings by the U.S Government to Pemco,
and sought $1.5 million as the alleged value of the wings and treble
damages under the FCA. On July 25, 1997, Pemco filed a motion to dismiss
the complaint based on failure to allege facts which establish a cause of
action, and other grounds. The case was dismissed on September 3, 1997
for failure to state a claim under the FCA.
A purported class action was brought against the Company and its
Pemco Aeroplex subsidiary on behalf of those persons hired as replacement
workers during the strike by Pemco's United Auto Worker union employees
and who were terminated upon settlement of suck strike. On June 3, 1997,
Pemco was served with the complaint in Bradley v. Pemco Aeroplex, Inc.
filed in the Circuit Court of Jefferson County, Alabama. On July 9, 1997,
the plaintiff filed an amended complaint alleging fraud, breach of
contract, and civil conspiracy seeking damages and equitable relief
against Pemco and adding the Company as a defendant. The Company was
served with the amended complaint on July 16, 1997. Pemco has filed its
answer denying all allegations. The Company believes the plaintiffs'
claims have no factual basis and will vigorously defend the case.
In GATX/Airlog Company, et al. v. Pemco Aeroplex, Inc., the owners of
a Supplementary Type Certificate ("STC") for Boeing 747 cargo conversion
sued the Company's Pemco Aeroplex subsidiary, successor to Hayes
International which had performed engineering for the STC development and
the FAA application for GATX/Airlog, seeking damages and indemnity for
claims arising from an Airworthiness Directive issued by the FAA in
January 1996 restricting the amounts of cargo aircraft converted pursuant
to the STC could carry. The complaint which was filed in US District
Court for the Northern District of California and served on July 14, 1997,
alleges fraudulent and negligent misrepresentation, professional
negligence, breach of contract, implied indemnity, equitable indemnity,
and contribution by Pemco Aeroplex with respect to GATX/Airlog's alleged
liability to owners of converted aircraft. The Company believes it has no
liability to the plaintiffs and that it will ultimately prevail.
On August 8, 1997, the Company's Pemco Aeroplex subsidiary was served
as a defendant in Tower Air, Inc v. GATX Capital Corporation, et al. The
action, which was brought by the owner of a Boeing 747 aircraft converted
under a STC for 747 cargo conversion, owned by GATX and others, sued a
number of defendants seeking damages. As a result of an Airworthiness
Directive issued by the FAA in January 1996, aircraft which had been so
converted were restricted to carrying reduced amounts of cargo. The
Company's Pemco Aeroplex subsidiary has been named as a defendant in the
case because of engineering work performed in the late 1980's by its
predecessor, Hayes International, and because the aircraft was allegedly
converted under the STC by Pemco. The complaint, which was filed in the
Supreme Court of the State of New York, County of New York, alleges fraud
and deceit, negligent misrepresentation, and negligence against Pemco and
seeks payment of damages. On September 29, 1997, Pemco failed a motion to
dismiss the case based on lack of jurisdiction and forum non conveniens.
Pemco also filed in U.S. District Court for the Northern District of
California a declaratory relief action seeking a declaration that Pemco
has no liability to Tower Air.
In American International Airway, Inc. v. GATX Capital Corporation,
et al., U.S.D.C., N.D. Cal., the owner of two aircraft converted under an
STC for 747 cargo conversions owned by GATX and others, sued GATX and
various other defendants seeking damages. As a result of an Airworthiness
Directive issued by the FAA in January 1996, aircraft which had been so
converted were restricted to carrying reduced payloads. The Company's
Pemco Aeroplex subsidiary has been named as one of seven defendants in the
case because of allegedly improper engineering work performed in the
1980's by its predecessor, Hayes International. The complaint, which was
served on Pemco on February 5, 1997, alleges violations of the Racketeer
Influenced and Corrupt Organization Act (RICO), conspiracy, and negligence
against Pemco. Pemco has filed a motion to dismiss the complaint. Pemco
believes the allegations made against have no factual basis and intends to
vigorously defend this claim.
In Birmingham Airport Authority v. Pemco Aeroplex, Inc., filed
October 7, 1997 in Circuit Court, Jefferson County, Alabama, the
Birmingham Airport Authority ("BAA") is seeking a declaratory judgment.
(In its complaint, BAA seeks a declaratory judgment that no agreement
regarding the extension of the base has been reached by the parties.)
Pemco operates an aircraft service facility at the Birmingham Airport on
land leased from BAA. It is the Company's position that Pemco and BAA
have negotiated a 20-year extension of the lease which otherwise would
expire on September 30, 2000 and agreed to by both parties. The Company
believes that the lease has been extended and will vigorously defend the
case.
Various claims alleging employment discrimination, including race,
sex, age and disability, have been made against the company and its
subsidiary, Pemco Aeroplex, Inc., by current and former employees at its
Birmingham and Dothan, Alabama facilities in proceedings before the Equal
Employment Opportunity Commission and before state and federal courts in
Alabama. Workers' compensation claims brought by employees of Pemco
Aeroplex, Inc. are also pending in Alabama state court. The Company
believes that no one of these claims is material to the Company as a whole
and that such claims are more reflective of the general increase in
employment-related litigation in the U.S. and Alabama than of any actual
discriminatory employment practices by the Company or any subsidiary.
Except for workers' compensation benefits as provided by statute, the
Company believes these claims have no factual basis and intends to
vigorously defend itself in all litigation arising therefrom.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
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TWELVE MONTHS ENDED DECEMBER 31, 1996
VERSUS TWELVE MONTHS ENDED DECEMBER 31, 1995
The seventh paragraph is replaced by the following:
The Company reduced the losses at its Copenhagen aircraft facility by
$1.5 million, or 29%, in 1996 versus 1995, while revenues remained
relatively constant. The Company was able to reduce losses by lowering
overhead expenses at the facility and by continuing to improve its work
processes in performing aircraft conversions. The Company also improved
the profit margin and increased the volume of sales for its Space Vector
and Targets product lines in 1996. Additionally, the Company recorded
significantly lower pension expense in 1996 compared to 1995. Pension
cost decreased from $2.3 million in 1995 to $1.0 million in 1996 primarily
because plan experience, including changes in participant data and plan
assets, was different from that expected and due to an increase in the
expected return on assets. However, gross profit was negatively impacted
in 1996 as compared to 1995 due to losses recorded under various
commercial aircraft contracts performed at the Company's Dothan facility,
including recognition of costs incurred in excess of those estimated to be
recoverable relating to the Company's new B-727 quick-change conversion
contract with UPS, and due to the lack of redeliveries under the Company's
B-737 and B-727 cargo conversion programs.
The eighth paragraph of this section is replaced by the following:
Interest expense was $2.5 million in 1996 versus $3.3 million in
1995. Interest expense was favorably impacted in 1996 by the forgiveness
of $1.3 million of interest by the Company's primary lender, $0.6 million
of which was recorded in 1996 and $0.7 million of which will be recorded
subsequent to 1996. Interest expense was also favorably impacted by the
payment of $15.0 million of principal to the Company's primary lender in
October of 1996. Payment of the $15.0 million was not required under the
terms of the loan but was paid as part of an agreement reached between the
Company and its primary lender that was formalized in March 1997 when the
Credit Agreement, Senior Subordinated Loan Agreement and Warrant were
modified. A portion of the consideration for the $15.0 million principal
payment was forgiveness of the $1.3 million in interest. The effective
average interest rate on the Term Credit facility was 10.52% in 1996,
versus 9.88% in 1995. The effective interest rate for the Revolving
Credit facility was 10.45% in 1996 versus 10.04% in 1995.
LIQUIDITY AND CAPITAL RESOURCES
The second and third paragraphs of this section are replaced with the
following:
The Company initially borrowed funds from its primary lender, Bank of
America National Trust and Saving Association ("Bank of America"),
beginning in 1988 pursuant to a Credit Agreement that provides for a term
credit facility and a revolving credit facility (the "Credit Agreement"),
and a Senior Subordinated Loan Agreement (the "Subordinated Agreement").
In connection with these agreements, the Company issued to Bank of America
a warrant to purchase shares of the Company's Common Stock (the
"Warrant"). On August 8, 1997, the Company executed an agreement with a
new primary lender for a revolving credit facility that is expected to
provide the Company with greater flexibility. As part of this
transaction, the Company repaid the term credit facility under the Credit
Agreement and a portion of the Subordinated Agreement. The Subordinated
Agreement was amended on August 8, 1997 to provide that all scheduled
principal amortization for the portion of the Subordinated Loan that
remains in place has been deferred for the three-year term of the new
revolving credit facility. The Subordinated Loan will be repaid over five
installments commencing on August 31, 2000, due each subsequent quarter
through June 30, 2001.
In October of 1996, the Company paid $15.0 million of principal to
Bank of America from the proceeds of the settlement with the U.S.
Government, with $2.8 million applied to the Subordinated Agreement, $4.2
million to the term credit facility and $8.0 million to fully repay the
revolving credit facility. In March of 1997, the Credit Agreement, the
Subordinated Agreement and the Warrant were each amended, effective as of
December 31, 1996. At the time of such amendments, no funds were
outstanding under the revolving credit facility and $5.0 million of
principal was outstanding under the term loan facility. As amended, the
Credit Agreement provided for 6 installments of $100,000 to be paid
against the principal amount during 1997 with the $4.4 million balance due
January 31, 1998. The rates of interest on the Credit Agreement were
variable, depending upon the general level of interest rates and the
timing and nature of elections which the Company is entitled to make in
respect to renewals of outstanding debts or increments of additional debt.
For the years ended December 31, 1996 and 1995, the effective interest
rates for the term credit facility were 10.52% and 9.88%, respectively.
The Subordinated Agreement, as amended, provided that the $7.2 million
principal balance be repaid in sixteen equal quarterly installments
commencing September 30, 1997 and ending on June 30, 2001. The Credit
Agreement and the Subordinated Agreement also provided for the forgiveness
of approximately $1.3 million of accrued but unpaid interest in 1996. The
Company recognized approximately $0.6 million of the forgiven interest in
1996 and anticipates recognizing the remaining $0.7 million over the years
1997 through 2001. During 1997, the Company will recognize $.3 million
allocated equally to each quarter. The balance of the $.4 million will be
taken pro-rata over the period 1998 through 2001.
The Warrant, as amended, permits Bank of America to purchase from the
Company 4,215,753 shares of the Company's Common Stock at an aggregate
purchase price of $0.237205492 per share, subject to certain adjustments
for changes in the Company's Common Stock and for dilutive issuances
dating back to 1988, any time before September 9, 2000. The Company
believes that no events that would trigger a material adjustment in the
number of shares issuable upon exercise of the Warrant have occurred.
The Company is required to repurchase the Warrant over a period of
six quarters beginning August 31, 1997 with cash or by the issuance of
Common Stock with a value equal to the redemption price. The redemption
price for three-eighths of the total Shares which was due on August 31,
1997 and all future installments is the higher of (i) $1.1135 per Share,
such amount being equal to the difference between the average market price
of the Common Stock for the 30 trading days following the date which was
15 trading days prior to the date the Company filed its financial results
for the third quarter of 1996 and the exercise price, or (ii) the
difference between the average market price of the Common Stock for the 25
trading days preceding the date which is five trading days prior to the
date on which the redemption is actually paid. In addition, interest
accrues on the unpaid installments in the form of cash and shares of
Common Stock. The amount of interest is equal to the sum of (i) $75,000
in cash (or the number of shares which is the result of dividing $75,000
by the average market price of the Common Stock for the 25 trading days
immediately preceding the date which is five trading days prior to August
31, 1997, or $1.4537 per share), payable immediately, plus (ii) .0004 of a
share of Common Stock per unredeemed Warrant share per day from the
respective installment date until the redemption is made. Such interest
is paid quarterly 10 days after the last day of each calendar quarter.
Such interest may be paid in the form of Common Stock only if such stock
is then registered and freely tradable; otherwise, the cash equivalent
must be paid, calculated as the market value of the stock as of the last
day of the calendar quarter. The Company may exercise its right to
repurchase the Warrant with shares of Common Stock, only if the Shares
when issued are the subject of an effective registration statement and
immediately publicly tradeable. While the Company presently intends to
exercise its right to repurchase the warrant with shares of common stock,
it may elect to repurchase all or a portion of the Warrant with cash. The
first installment of the repurchase due August 31, 1997 has not yet been
paid.
Matthew L. Gold has been Chairman of the Board, President and Chief
Executive Officer of the Company since January 1987. In connection with
the Warrant, Mr. Gold agreed that he would not sell any Shares or other
securities of the Company held by him or any affiliate during any of the
periods beginning 35 trading days prior to each installment date and
ending on each installment date unless such transaction does not exceed
1,000 Shares or an equivalent number of other securities of the Company on
each trading day.
The Company intends to replace its outdated, multi-type financial
information systems with enterprise-wide systems from Oracle. The
hardware, software and implementation costs will be approximately $2.5
million to be incurred over a two year period. The costs of the system
are being financed by various vendors over periods of three to five years.
The Company does not anticipate making any other capital expenditures in
the foreseeable future.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
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The Report of Independent Public Accountants is Replaced by the
Following:
ARTHUR
ANDERSEN
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Precision Standard, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheet of PRECISION
STANDARD, INC. ( Colorado corporation)and SUBSIDIARIES as of December 31,
1996 and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit. The financial statements of the Company as of
December 31, 1995, were audited by other auditors whose report dated March
31, 1996 (except for Notes 6, 7 and 13 as to which is dated April 15,
1996), expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Precision
Standard, Inc. and Subsidiaries as of December 31, 1996 and the
consolidated results of their operations and their cash flows for the year
ended December 31, 1996 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 18 to the
financial statements, the Company has experienced continuing losses from
operations resulting in significant reductions in stockholders' equity
which will cause a breach of substantially all of its financial debt
covenants. The losses have also caused continued cash liquidity issues
for the Company. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 18. The financial
statements do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be
unable to continue as a going concern.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Denver, Colorado
March 31, 1997 (except with respect to
The matter discussed in Note 18, as to
which the date is October 27, 1997)
Note 18 is added to the Notes to Consolidated Financial Statements.
During 1997, the Company has continued to incur losses from operations
resulting in significant reductions in stockholders' equity. These losses
have been the result of incremental strike related costs from the UAW work
stoppage at the Company's Birmingham facility, revenue shortfalls
resulting from down time associated with the July work stoppage by the
International Machinist Union at the Company's Dothan facility, and
continued throughput problems associated with its KC-135 contract for the
U.S. Government. The losses have also caused continued cash liquidity
issues for the Company. The continued losses and liquidity issues will
cause a breach of substantially all of the Company's financial debt
covenants. While the Company has renegotiated certain of its debt
agreements and the warrant agreement, amended its KC-135 Government
contract and is proceeding with staff reductions to reduce overhead,
additional capital resources may be required before December 31, 1997.
While the Company believes these matters will result in a return to
profitability, management nonetheless has continued to explore additional
sources of capital.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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Exhibit 10.14 is added to Exhibits as follows:
10.14 Settlement Agreements for Requests for Equitable Adjustments
between the Company and the U.S. Government relating to the 1990 and 1994
KC-135 Contracts. A request for confidential treatment has been requested
from the Commission in connection with these documents.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PRECISION STANDARD, INC.
Date: October 29, 1997 By: /s/ Matthew L. Gold
Matthew L. Gold, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/Matthew L. Gold
Matthew L. Gold Chairman, President, October 29, 1997
Chief Executive Officer
and Director
(Principal Executive Officer)
/s/Richard J. Hendricks
Richard J. Hendricks Vice President-Finance October 29, 1997
(Principal Financial and
Accounting Officer)
/s/Donald C. Hannah
Donald C. Hannah Director October 29, 1997
/s/George E.R. Kinnear II
George E. R. Kinnear II Director October 29, 1997
/s/J. Ben Shapiro, Jr.
J. Ben Shapiro, Jr. Director October 29, 1997
/s/Thomas C. Richards
Thomas C. Richards Director October 29, 1997
EXHIBIT INDEX
Exhibit Method of Filing
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10.14 Settlement Agreements for
Requests for Equitable Adjustments
between the Company and the U.S.
Government relating to the 1990 and
1994 KC-135 Contracts Filed herewith electronically
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 3
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-90-C-0286-P00148 25 JAN 1996 SEE BLOCK 14
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-90-C-0286
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
90 JAN 26
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
AN: 97X4930 FA20 6E3 47E4 XXXXXX 011000 00000 000000 503100
F0310H $3,302,994.69 OBLIGATED
AN: 97X4930 FA20 6E4 47E4 XXXXXX 011000 00000 000000 503100
F0310H $4,378,388.31 OBLIGATED
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
EQUITABLE ADJUSTMENT PURSUANT TO THE GOVERNMENT PROPERTY CLAUSE,
FAR 52.245-2(h), AND THE CHANGES CLAUSE, FAR 52.243-1
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( ) is not, ( X ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
BLOCK 4 ABOVE: FD2030-93-01101/LCPP/COMPLETE
FD2030-94-01100/LCPP/COMPLETE
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
WALTER M. MOEDE JOE N. ROOP
EXECUTIVE VICE PRESIDENT CONTRACTING OFFICER
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
/s/ WALTER M. MOEDE 1-15-96 By /s/ JOE N. ROOP 25 JAN 1996
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-90-C-0286-P00148
Page 2 of 3
This Supplemental Agreement is entered into on the 25 day of JAN, 1996,
between the United States of America (hereinafter referred to as "the
Government"), represented by the Contracting Officer executing this
document, and Pemco Aeroplex, Inc., (hereinafter referred to as "the
Contractor"), a corporation organized and existing under the laws of the
State of Alabama.
Witnesseth:
Whereas, the Contractor and the Government entered into Contract No.
F34601-90-C-0286 under the date of 90 Jan 26 together with all
appendices, amendments, changes, modifications, and supplements
thereto; and
Whereas, there having arisen a general dispute and conflict
concerning interpretation of the contract requirements and
performance of the contract identified above; and
Whereas, the Contractor has alleged that it is entitled to an
equitable adjustment in the total amount of $10,342,418.96 itemized
as follows:
Interim PB Impact $ 5,634,896.96
Second Interim PB Impact 2,298,837.00
PB Impact Projection 2,408,685.00
--------------
TOTAL $10,342,418.96
Whereas, the Government and the Contractor have conducted good faith
negotiations for the purpose of resolving all disputes associated
with the untimely receipt of Government Furnished Production Break
Fittings for the Aircraft identified in the Contractor's Request for
Equitable Adjustment submittals of November 1994 and April 1995.
Whereas, the Government and the Contractor are desirous of effecting
a settlement of all areas of disputes and conflict by mutual
settlement of any and all claims or causes of action associated with
untimely receipt of Government Furnished Production Break Fittings
for the Aircraft identified in the Contractor's Request for Equitable
Adjustment submittals of November 1994 and April 1995 under the
identified contract.
Now, therefore, the Government and the Contractor mutually agree as
follows:
FIRST: The Government will pay to the Contractor the sum of Seven
Million Six Hundred Eighty One Thousand Three Hundred Eighty Three
Dollars ($7,681,383.00) plus interest to which they are entitled to
by law in full and final settlement of any and all claims of the
Contractor against, arising under, by virtue of, or otherwise
associated with the untimely receipt of Government Furnished
Production Break Fittings for the Aircraft identified in the
Contractor's Request for Equitable Adjustment submittals of November
1994 and April 1995 on Contract No. F34601-90-C-0286.
SECOND: In further consideration of the adjustment agreed to in
paragraph FIRST above, the Contractor itself, its successors and
assigns, hereby unconditionally waives and forever releases and fully
discharges the Government, its officers, agents and employees from
any and all claims whatsoever, asserted or unasserted, whether known
or unknown, from all liability of every kind whatsoever which has
arisen, or which may arise, regarding the late receipt of Government
Furnished Production Break Fittings for the Aircraft identified in
the Contractor's Request for Equitable Adjustment submittals of
November 1994 and April 1995.
THIRD: Defense and Finance Accounting Service (DFAS) Columbus OH is
authorized to make payment including any interest shown in the
attachment hereto upon receipt of this document.
IN WITNESS THEREOF, the parties have executed this agreement on Page
1 to be effective on the date stated thereon.
FOURTH: As the result of the above, the total obligated amount of
the contract is revised as follows:
FROM: $261,149,078.98
TO: $268,830,461.98
INCREASE: $ 7,681,383.00
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 2
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-90-C-0286-P00150 22 FEB 1996 SEE BLOCK 14
(151 per mod P152)
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-90-C-0286
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
90 JAN 26
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
AN: 97X4930 FA20 6E3 47E4 XXXXXX 011000 00000 000000 503100
F0310H $224,885.95 OBLIGATED
AS: 97X4930 FA20 6E4 47E4 XXXXXX 011000 00000 000000 503100
F0310H $298,104.64 OBLIGATED
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( X ) is not, ( ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
BLOCK 4 ABOVE: FD2030-93-01101/LCPP/COMPLETE
FD2030-94-01100/LCPP/COMPLETE
SEE PAGE 2
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
JOE N. ROOP
CONTRACTING OFFICER
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
By /s/ JOE N. ROOP 22 FEB 1996
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-90-C-0286-P00150
Page 2 of 2
This administrative modification is issued to clarify the amount of
interest to be paid on Contract Modification F34601-90-C-0286-P00148 dated
26 Jan 96.
FIRST: Pursuant to the terms and conditions set forth in Contract
Modification F34601-90-C-0286-P00148, Pemco Aeroplex was
entitled to Seven Million Six Hundred Eighty One Thousand Three
Hundred Eighty Three Dollars ($7,681,383.00) plus any interest
entitled to by law, as set forth, in the attachments to the
modification.
SECOND: Since Defense and Finance Accounting Service (DFAS), Columbus
OH, made payment of the principal ($7,681,383.00) on 21 Feb 96;
the table attached to Contract Modification F34601-90-C-0286-
P00148 indicates Pemco Aeroplex is entitled to Five Hundred
Twenty Two Thousand Nine Hundred Ninety Dollars and Fifty Nine
Cents ($522,990.59).
THIRD: The interest, funded for in Contract Modification F34601-90-C-
0286-P00148, by fiscal year and ACRN is set forth below:
INTEREST ACRN
----------- ----
FY93: $224,855.95 AN
FY94: $298,104.64 AS
-----------
TOTAL $522,990.59
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 7
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-94-C-0664-P00069 02 OCT 1996 SEE BLOCK 14
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-94-C-0664
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
94 AUG 01
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
AA: 97X4930 FA20 6E5 47EA XXXXXX 01 1000 00000 000000 503100
F0310H $ 984,723.75 OBLIGATED
AA: 97X4930 FA20 6E6 47EA XXXXXX 01 1000 00000 000000 503100
F0310H $9,994,991.94 OBLIGATED
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( ) is not, ( X ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
BLOCK 4 ABOVE: FD2030-94-01101/LCPP/COMPLETE
FD2030-96-01100/LCPP/COMPLETE
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
RAYMOND J. HAUCK JOE N. ROOP
GENERAL MANAGER CONTRACTING OFFICER
BIRMINGHAM FACILITY
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
/s/ RAYMOND J. HAUCK By /s/ JOE N. ROOP 2 OCT 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-94-C-0664-P00069
Page 2 of 2
This Supplemental Agreement reprices work for PDM aircraft remaining on
the Contractor's facility as of 30 Sep 96, and is accomplished as a result
of mutual mistake between the parties. This Supplemental Agreement was
recognized as a necessity subsequent to the Request for Equitable
Adjustment settled on Contract Modification F34601-94-C-0664-P00073 for
aircraft delivered as of 30 Sep 96.
FIRST: As a result of the mutual mistake noted above, unit prices for
FY95/FY96 are revised for those aircraft which remain
undelivered as of 30 Sep 93:
REDACTED
FOURTH: As a result of Provision THIRD above, FY95 and FY96 funds are
revised as follows:
REDACTED
FIFTH: Section G, Paragraph G-1, Accounting and Appropriation Data is
revised as follows:
REDACTED
SIXTH: This Supplemental Agreement constitutes a full discharge, accord
and satisfaction, and release of any and all claims, demands, or
causes of action, actual or constructive, legal, equitable,
contractual, or administrative, known or unknown, asserted or
unasserted, which the Contractor, its successors and assignees
has, or may have, against the Government, for any and all events
arising out of or related to the circumstances of contract
formation, execution, or the performance of the Contractor on
this Contract, through 30 Sep 1996.
REDACTED
SEVENTH: As the result of the above, the total obligated amount of the
contract is revised as follows:
FROM: $ 96,456,262.48
TO: $107,435,978.17
INCREASE: $ 10,979,715.69
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 8
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
SEE BLOCK 14
F34601-94-C-0664-P00070 27 SEP 1996
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-94-C-0664
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
94 AUG 01
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE BLOCK 14
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( ) is not, ( X ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
BLOCK 4 ABOVE: FD2030-94-1101/LCPP/COMPLETE
FD2030-96-1100/LCPP/COMPLETE
SEE PAGE 2
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
RAYMOND J. HAUCK
GENERAL MANAGER JOE N. ROOP
BIRMINGHAM FACILITY CONTRACTING OFFICER
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
/s/ RAYMOND J. HAUCK 27 SEP 96 By /s/ JOE N. ROOP 27 SEP 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-94-C-0664-P00070
Page 2 of 8
FIRST: Contract F34601-94-C-0664 is hereby revised to establish the
following Sub-CLINs for FY95/96/97 for ACO directed over and
above work utilizing the fixed price labor hour rate applicable
to each period:
REDACTED
SECOND: Provision FIRST to Contract Modification F34601-94-0664-P00067
is amended to revise Sub-CLINs 2007AE and 2009AE in order to
facilitate the control of funds by the using command and to be
consistent with the Sub-CLINs established by Provision FIRST
herein:
REDACTED
THIRD: Contract provision B-13 as amended by P00067 is revised as
follows:
REDACTED
All other Provisions of the Contract remain unchanged.
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 8
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-94-C-0664-P00071 27 SEP 1996 FD2030-97-02001/
LCPP/COMPLETE
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-94-C-0664
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
94 AUG 01
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
N/A
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( ) is not, ( X ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
SEE PAGE 2
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
RAYMOND J. HAUCK
GENERAL MANAGER, JOE N. ROOP
BIRMINGHAM FACILITY CONTRACTING OFFICER
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
/s/ RAYMOND J. HAUCK 27 SEPT 96 By /s/ JOE N. ROOP 27 SEP 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-94-C-0664-P00071
Page 2 of 8
FIRST: The Schedule, Section B of Contract F34601-94-C-0664, entitled
"Supplies or Services and Prices/Cost" is amended to incorporate
a fixed-priced incentive firm target type of contract for CLIN
2001 (FY97). Therefore, the pricing arrangement for CLINs
2001AA through 2001AQ are revised accordingly:
REDACTED
SECOND: The following Contract clauses are incorporated by reference:
I-166 52.216-16 Incentive Price Revision - Firm Target APR 1984
(IAW FAR 16.405(a))
For the purpose of this clause the blank(s) are completed as follows:
[REDACTED]
THIRD: Contract Provision B-13, page 196, entitled "Limitation of
Government's Obligation - Allotment of Funds," is revised as
follows:
REDACTED
FOURTH: The following note is hereby incorporated into the schedule
following F-3:
NOTE
(1) The normal PDM flow days shall be an average of [REDACTED]
calendar days, from the date of actual input at PEMCO.
(2) Within sixty calendar days from the date of aircraft input,
the Contractor shall, in accordance with contract
appendices, complete all necessary inspections and
determine the extent of work/material required on the
aircraft. On aircraft which the contractor estimates that
due to absence of GFM, lack of approval for PDM or major
structural repairs to be accomplished concurrently, or
other any other basis for contractual extension, the
contractor shall submit work requests with appropriate
delivery schedule extension requests, with adequate
descriptive information to support the request, to the ACO.
The extension, if appropriate, will be as negotiated
between the Contractor and the ACO. If the parties fail to
agree, the ACO shall unilaterally establish a fair and
reasonable extension as appropriate under the
circumstances. If the Contractor does not agree with a
unilateral extension granted by the ACO, such disagreement
shall be a question of fact subject to the Disputes clause
of this contract.
(3) Schedule extensions may be granted for additional "over and
above" hourly rate work directed by the ACO/PCO not
otherwise covered in the contract specifications (e.g.,
added TCTOs, updated T.O.s or regulations). This does not
include removal/replacement required as a result of
compliance with the specification.
REDACTED
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 1
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-94-C-0664-P00072 27 SEP 1996 FD2030-97-02001/
LCPP/COMPLETE
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-94-C-0664
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
94 AUG 01
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
N/A
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
X D. OTHER (Specify type of modification and authority)
UNILATERAL MODIFICATION PURSUANT TO SECTION B-3, I-195, AND
I-404
E. IMPORTANT: Contractor ( X ) is not, ( ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible.)
NOTE: FAR Clause 52.232-18 of the Basic Contract entitled "Availability
of Funds" applies to the exercise of this option.
FIRST: Pursuant to General Provision I-195, FAR 52.217-9 entitled "Option
to Extend the Contract" and Provision B-3 of the Schedule entitled
"Option II FY97 Requirement", the Government hereby exercises the
FY97 Option.
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
16A. NAME AND TITLE OF CONTRACTING
OFFICER (Type or print)
JOE N. ROOP
CONTRACTING OFFICER
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
- --------------------------------- By /s/ JOE N. ROOP 27 SEP 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 5
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-94-C-0664-P00073 03 OCT 1996 SEE BLOCK 14
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-94-C-0664
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
94 AUG 01
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
AA: 97X4930 FA20 6E5 47EA XXXXXX 011000 00000 000000 503100
F0310H $8,763,956.00 OBLIGATED
AA: 97X4930 FA20 6E6 47EA XXXXXX 011000 00000 000000 503100
F0310H $3,735,857.00 OBLIGATED
AA: 97X4930 FA20 6E7 47EA XXXXXX 011000 00000 000000 503100
F0310H $1,000,000.00 OBLIGATED
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
EQUITABLE ADJUSTMENT PURSUANT TO THE GOVERNMENT PROPERTY CLAUSE
-------------------------------------
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( ) is not, ( X ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
BLOCK 4 ABOVE: FD2030-94-01101/LCPP/COMPLETE
FD2030-96-01100/LCPP/COMPLETE
SEE PAGE 2
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
RAYMOND J. HAUCK JOE N. ROOP
GENERAL MANAGER CONTRACTING OFFICER
BIRMINGHAM FACILITY
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
/s/ RAYMOND J. HAUCK 3 OCT 96 By /s/ JOE N. ROOP 3 OCT 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-94-C-0664-P00073
Page 2 of 5
FIRST: This Supplemental Agreement is entered into on the 8 day of OCT,
1996, between the United States of America (hereinafter referred to as
"the Government"), represented by the Contracting Officer executing this
document, and Pemco Aeroplex Inc., (hereinafter referred to as "the
Contractor"), a corporation organized and existing under the laws of the
State of Alabama.
Witnesseth:
Whereas, the Contractor and the Government entered into Contract No.
F34601-94-C-0664 under the date of 94 Aug 01, together with all
appendices, amendments, changes, modifications, and supplements thereto:
and
Whereas, there having arisen a general dispute and conflict concerning
interpretation of the contract requirements and performance of the
contract identified above: and
Whereas, the Contractor has alleged that it is entitled to an equitable
adjustment in the total amount of $34,778,971.00 itemized as follows:
Excess Operational Costs $30,457,489
Est. Excess Interests Costs 1,520,000
Withholding Tax Penalties 1,764,609
Claim Preparation Costs 1,036,873
-----------
Total $34,778,971
Whereas, the Government and the Contractor have conducted good faith
negotiations for the purpose of resolving all disputes associated with the
Government's alleged failure to provide (1) Government Furnished Property
(GFP) and Government Furnished Equipment (GFE) in a timely manner, (2)
more major structural repair work and Over and Above work than was
originally contemplated by the parties in the solicitation and at the time
of contract formation, (3) increased inspection requirements, (4)
purported failure to issue engineering approvals in a timely manner, (5)
delay and disruption costs, and (6) numerous costs elements -- profit,
preparation costs, labor escalation, loss of efficiency costs, loss of
learning costs, and indirect costs and cost of money identified in the
Contractor's Request for Equitable Adjustment dated 29 Aug 96 and as
supplemented on 13 Sep 96.
Whereas, the Government and the Contractor are desirous of effecting a
settlement of all areas of disputes and conflict by mutual settlement of
any and all claims or causes of action associated with the above areas and
as identified in the Contractor's Request for Equitable Adjustment dated
29 Aug 96 and as supplemented on 13 Sep 96.
Now, therefore, the Government and the Contractor mutually agree as
follows:
The Government will pay to the Contractor the sum of twelve million four
hundred ninety nine thousand eight hundred thirteen dollars
($12,499,813.00) in full and final settlement of any and all claims of the
Contractor against, arising under, by virtue of, or otherwise associated
with the Government's alleged failure to provide (1) Government Furnished
Property (GFP) and Government Furnished Equipment (GFE) in a timely
manner, (2) more major structural repair work and Over and Above work than
was originally contemplated by the parties in the solicitation and at the
time of contract formation, (3) increased inspection requirements, (4)
purported failure to issue engineering approvals in a timely manner, (5)
delay and disruption costs, and (6) numerous costs elements -- profit,
preparation costs, labor escalation, loss of efficiency costs, loss of
learning costs, and indirect costs and cost of money identified in the
Contractor's Request for Equitable Adjustment dated 29 Aug 96 and as
supplemented on 13 Sep 96, on Contract F34601-94-C-0664 for those
compensable costs through 30 Sep 96 (delivered aircraft only).
This Supplemental Agreement constitutes a full discharge, accord and
satisfaction, and release of any and all claims, demands, or causes of
action, actual or constructive, legal, equitable, contractual, or
administrative, known or unknown, asserted or unasserted, which the
Contractor, its successors and assignees has, or may have, against the
Government, for any and all events arising out of or related to the
circumstances of contract formation, execution, or the performance of the
Contractor on this contract, through 30 September, 1996.
Defense and Finance Accounting Service (DFAS) Columbus OH is authorized to
make payment upon receipt of this document.
As the result of the above, the total obligated amount of the contract is
revised as follows:
FROM: $107,435,978.17
TO: $119,935,791.17
INCREASE: $ 12,499,813.00
THE AMOUNT TO BE PAID, $12,499,813.00, IS EXEMPT FROM ANY LIMITATION
IMPOSED ON PAYMENT DUE TO PREVIOUSLY PAID PROGRESS PAYMENTS.
Due to a mutual mistake, the parties to this Supplemental Agreement hereby
recognize that the effort contemplated under the Contract must be repriced
for FY95/96 PDM aircraft remaining on the Contractor's facility as of 30
Sep 96. This shall be accomplished and executed on a separate
Supplemental Agreement.
IN WITNESS THEREOF, the parties have executed this agreement on Page 1 to
be effective on the date stated thereon.
SECOND: In consideration of FIRST above, F-19.52.212-4 LIQUIDATE DAMAGES-
SUPPLIES, SERVICES, OR RESEARCH, Apr 1984, and Attachment 3.
ADMINISTRATION OF LIQUIDATED DAMAGES, 9 December 1993, are hereby deleted
from this contract.
THIRD: In consideration of FIRST and SECOND above, the attached Award Fee
Plan and the respective Contract Line Item (CLIN) are hereby incorporated
into the contract for FY97. Further, the following provision is
incorporated into the contract as provision H-432, and shall become
effective on the effective date of this supplemental agreement:
CLIN DESCRIPTION
2011 Award Fee in accordance with Clause H-432
and the Award Fee Plan
Note: Funds in the amount of $1,000,000.00 are hereby committed for this
CLIN
H-432 AWARD FEE (Feb 1995)
In addition to the profit/fee set forth elsewhere in the contract, the
contractor may earn a total award fee amount of up to $1,000,000.00 on the
basis of performance during the evaluation periods.
(a) Monitoring of Performance. The contractor's performance will be
continually monitored by the performance monitors whose findings
are reported to the Award Fee Review Board (AFRB). The AFRB
recommends an award fee to the Fee Determining Official (FDO)
who makes the final decision of the award fee amount paid based
on the contractor's performance during the award fee evaluation
period.
(b) Award Fee Plan. This plan provides the information set forth in
AFMCFARS 5316.404-2(b)(90)(1). The evaluation criteria and
associated grades are specified in the award fee plan. The
evaluation periods with the associated award fee pool amounts
and performance criteria with associated percentages of
available award fee are also specified in the award fee plan.
Upon execution of this Supplemental Agreement, the contractor
will be provided the FDO-approved award fee plan.
(c) Modification of Award Fee Plan. Unilateral changes may be made
to the award fee plan if the contractor is provided written
notification by the Contracting Officer (CO) before the start of
the upcoming evaluation period. Changes affecting the current
evaluation period must be by bilateral agreement.
(d) Self-Evaluation. The contractor may submit to the Contracting
Officer (CO) within five (5) working days after the end of each
award fee evaluation period, a brief written self-evaluation of
its performance for that period. This self evaluation shall not
exceed 11 pages. This self-evaluation will be used in the
AFRB's evaluation of the contractor's performance during this
period.
(e) Disputes. All FDO decisions regarding the award fee, including
but not limited to, the amount of the award fee, if any; the
methodology used to calculate the award fee, the calculation of
the award fee, the contractor's entitlement to the award fee,
and the nature and success of the contractor's performance,
shall not be subject to the "Disputes" clause nor reviewed by
any Board of Contract Appeal (BCA), court or other judicial
entity.
(f) Award Fee Payment.
(1) Award fee is not subject to the allowable cost, and payment
or termination clauses of this contract.
(2) The contractor may bill for the award fee immediately upon
receipt of the contract modification authorizing its
payment.
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 5
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-94-C-0664-P00074 28 OCT 1996 FD2030-97-02001/
LCPP/COMPLETE
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-94-C-0664
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
94 AUG 01
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE BLOCK 14
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
X D. OTHER (Specify type of modification and authority)
UNILATERAL MODIFICATION PURSUANT TO SECTION B-3, B-3(a) Note 1
CLAUSE B-13
E. IMPORTANT: Contractor ( X ) is not, ( ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
SEE PAGE 2
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
JOE N. ROOP
CONTRACTING OFFICER
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
- --------------------------------- By /s/ JOE N. ROOP 25 DEC 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-94-C-0664-P00074
Page 2 of 5
FIRST: Pursuant to Section B, Paragraph B-3, Note 1, quantities are
hereby established and funds obligated for Option II FY97 as
follows:
REDACTED
SECOND: Accounting and Appropriation Data is revised as follows:
REDACTED
THIRD: The total obligated amount of the contract is changed as
follows:
FROM: $119,935,791.17
TO: $149,856,905.71
INCREASE: $29,921,114.54
FOURTH: The Appendix "A" FY97 KC-135 PDM Input/Output Schedule dated 1
Oct 96, is hereby provided for informational purposes only.
Firm delivery dates will be established pursuant to Provision
FOURTH of Contract Modification P00071.
REDACTED
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 4
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-94-C-06640P00076 10 DEC 1996 SEE BLOCK 14
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-94-C-0664
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
94 AUG 01
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE BLOCK 14
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
X D. OTHER (Specify type of modification and authority)
UNILATERAL MODIFICATION PURSUANT TO CLAUSE "B-13" OF THE
CONTRACT
E. IMPORTANT: Contractor ( X ) is not, ( ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
BLOCK 4 ABOVE: FD2030-94-01101/LCPP/COMPLETE
FD2030-96-01100/LCPP/COMPLETE
SEE PAGE 2
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
JOE N. ROOP
CONTRACTING OFFICER
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
- --------------------------------- By /s/ JOE N. ROOP 10 DEC 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-94-C-0664-P00076
Page 2 of 4
FIRST: Additional funds for FY95 and FY97 are obligated as follows:
REDACTED
SECOND: Accounting and Appropriation Data is revised as follows:
REDACTED
THIRD: The total obligated amount of the contract is changed as
follows:
FROM: $149,856,905.71
TO: $151,865,506.34
INCREASE: $2,008,600.63
AMENDMENT OF SOLICITATION/ 1. CONTRACT ID CODE PAGE OF PAGES
MODIFICATION OF CONTRACT J 1 3
2. AMENDMENT/ 3. EFFECTIVE DATE 4. REQUISITION/ 5. PROJECT NO.
MODIFICATION NO. PURCHASE NO (if applicable)
F34601-90-C-0286-P00156 02 OCT 1996 SEE BLOCK 14
6. ISSUED BY CODE 7. ADMINISTERED BY CODE
FD2030 (if other than Item 8) S0102A
DEPARTMENT OF THE AIR FORCE DPRO PEMCO AEROPLEX
DIRECTORATE OF AIRCRAFT BIRMINGHAM
OKLAHOMA CITY AIR LOGISTICS CENTER P O BOX 12447
TINKER AIR FORCE BASE OK 73145-3020 BIRMINGHAM AL 35202-2447
BUYER: JOE N. ROOP/LADCA/
(405) 739-5405
8. NAME AND ADDRESS OF CONTRACTOR (X) 9A. AMENDMENT OF SOLICITATION NO.
(No., street, county, State and
ZIP Code) 9B. DATED (SEE ITEM 11)
PEMCO AEROPLEX INC. X 10A. MODIFICATION OF CONTRACT/ORDER
BIRMINGHAM DIVISION NO.
P O BOX 2287 F34601-90-C-0286
BIRMINGHAM AL 35201-2287
10B. DATED (SEE ITEM 13)
90 JAN 26
CODE 91763 FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
The above numbered solicitation is amended as set forth in Item 14.
The hour and dated specified for receipt of Offers is extended,
is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a) By completing Items 8 and 15, and returning copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate letter or telegram which includes
a reference to the solicitation and amendment numbers. FAILURE OF YOUR
ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR OT THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
12. ACCOUNTING AND APPROPRIATION DATA (if required)
AK: 97X4930 FA20 6E3 47E4 XXXXXX 011000 00000 000000 503100
F0310H $1,785,577.00 OBLIGATED
AN: 97X4930 FA20 6E3 47E4 XXXXXX 011000 00000 000000 503100
F0310H $5,469,187.00 OBLIGATED
AS: 97X4930 FA20 6E4 47E4 XXXXXX 011000 00000 000000 503100
F0310H $5,197,911.00 OBLIGATED
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER
NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
AUTHORITY OF:
EQUITABLE ADJUSTMENT PURSUANT TO THE GOVERNMENT PROPERTY CLAUSE,
FAR 52.245-2(h), AND THE CHANGES CLAUSE, FAR 52.243-1
D. OTHER (Specify type of modification and authority)
E. IMPORTANT: Contractor ( ) is not, ( X ) is required
to sign this document and return 1 copies to the issuing
office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (organized by UCF section
headings, including solicitation/contract subject matter where
feasible).
BLOCK 4 ABOVE: FD2030-92-57002/LCPP/COMPLETE
FD2030-93-01101/LCPP/COMPLETE
FD2030-94-01100/LCPP/COMPLETE
SEE PAGE 2
Except as provided herein, all items and conditions of the document
referenced in Item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
15A. NAME AND TITLE OF SIGNER 16A. NAME AND TITLE OF CONTRACTING
(Type or print) OFFICER (Type or print)
RAYMOND J. HAUCK JOE N. ROOP
GENERAL MANAGER, CONTRACTING OFFICER
BIRMINGHAM FACILITY
15B. CONTRACTOR/ 15.C. DATE SIGNED 16B. UNITED
STATES OF 16C. DATE SIGNED
OFFEROR AMERICA
/s/ RAYMOND J. HAUCK 2 Oct 96 By /s/ JOE N. ROOP 2 OCT 96
(Signature of person authorized (Signature of Contracting Officer)
to sign)
CONTRACT OF F34601-90-C-0286-P00156
Page 2 of 3
This Supplemental Agreement is entered into on the 2 day of OCT, 1996,
between the United States of America (hereinafter referred to as "the
Government"), represented by the Contracting Officer executing this
document, and Pemco Aeroplex, Inc., (hereinafter referred to as "the
Contractor"), a corporation organized and existing under the laws of the
State of Alabama.
Witnesseth:
Whereas, the Contractor and the Government entered into Contract Nos.
F34601-90-C-0286 under the date of 90 Jan 26 together with all appendices,
amendments, changes, modifications, and supplements thereto; and
Whereas, there having arisen a general dispute and conflict concerning
interpretation of the contract requirements and performance of the
contract identified above; and
Whereas, the Contractor has alleged that it is entitled to an equitable
adjustment in the total amount of $34,778,971.00 itemized as follows:
Excess Operational Costs $30,457,489
Est. Excess Interests Costs 1,520,000
Withholding Tax Penalties 1,764,609
Claim Preparation Costs 1,036,873
-----------
TOTAL $34,778,971
Whereas, the Government and the Contractor have conducted good faith
negotiations for the purpose of resolving all disputes associated with the
Government's alleged failure to provide (1) Government Furnished Property
(GFP) and Government Furnished Equipment (GFE) in a timely manner, (2)
more major structural repair work and Over and Above work than was
originally contemplated by the parties in the solicitation and at the time
of contract formation, (3) increased inspection requirements, (4)
purported failure to issue engineering approvals in a timely manner, (5)
delay and disruption costs, and (6) numerous costs elements -- profit,
preparation costs, labor escalation, loss of efficiency costs, loss of
learning costs, and indirect costs and cost of money identified in the
Contractor's Request for Equitable Adjustment dated 29 Aug 96 and as
supplemented on 13 Sep 96.
Whereas, the Government and the Contractor are desirous of effecting a
settlement of all areas of disputes and conflict by mutual settlement of
any and all claims or causes of action associated with the above areas and
as identified in the Contractor's Request for Equitable Adjustment dated
29 Aug 96 and as supplemented on 13 Sep 96.
Now, therefore, the Government and the Contractor mutually agree as
follows:
FIRST: The Government will pay to the Contractor the sum of twelve
million four hundred fifty two thousand six hundred seventy five dollars
($12,452,675.00) in full and final settlement of any and all claims of the
Contractor against, arising under, by virtue of, or otherwise associated
with the Government's alleged failure to provide (1) Government Furnished
Property (GFP) and Government Furnished Equipment (GFE) in a timely
manner, (2) more major structural repair work and Over and Above work than
was originally contemplated by the parties in the solicitation and at the
time of contract formation, (3) increased inspection requirements, (4)
purported failure to issue engineering approvals in a timely manner, (5)
delay and disruption costs, and (6) numerous costs elements -- profit,
preparation costs, labor escalation, loss of efficiency costs, loss of
learning costs, and indirect costs and cost of money identified in the
Contractor's Request for Equitable Adjustment dated 29 Aug 96 and as
supplemented on 13 Sep 96, on Contract F34601-90-C-0286 for those
compensable costs through 30 Sep 96 (delivered aircraft only).
SECOND: This Supplemental Agreement constitutes a full discharge, accord
and satisfaction, and release of any and all claims, demands, or causes of
action, actual or constructive, legal, equitable, contractual, or
administrative, known or unknown, asserted or unasserted, which the
Contractor, its successors and assignees has, or may have, against the
Government, for any and all events arising out of or related to the
circumstances of contract formation, execution, or the performance of the
Contractor on this contract, through 30 September, 1996.
THIRD: Defense and Finance Accounting Service (DFAS) Columbus OH is
authorized to make payment upon receipt of this document.
FOURTH: As the result of the above, the total obligated amount of the
contract is revised as follows:
FROM: $269,133,397.58
TO: $281,586,072.58
INCREASE: $ 12,452,675.00
IN WITNESS THEREOF, the parties have executed this agreement on Page 1 to
be effective on the date stated thereon.
