Exhibit 10.3
*** CONFIDENTIAL TREATMENT
---------------------
The material marked by asterisk ("***") on following pages have been omitted
from the filed copy of this Agreement in connection with Transbotics Corporation
confidential treatment request.
*** SUBCONTRACT NO. ▇▇▇-▇▇-▇▇▇
Modification 1
---------------
This Amendment is effective as of the 27th day of August 2003
and modifies the terms of the Subcontract Agreement Number ▇▇▇-▇▇-▇▇▇
(hereinafter referred to as the "Agreement"), between *** , (hereinafter and in
the Agreement referred to as "***") and Transbotics Corporation, (hereinafter
and in the Agreement referred to as "Contractor").
By this Amendment the parties wish to modify the Agreement to
add additional scope to the contract, amend contract terms and conditions, and
increase the total cost for performance.
In consideration of the covenants and agreements
hereinafter set forth herein, *** and Contractor do agree as follows:
1. Article 1 - Definitions
The term "deliverables" is hereby modified as follows:
"Deliverables" shall mean the goods, drawings, items,
components, Data, products, software (in object code form
only), documentation, or other works or materials to be
provided by Contractor to *** as set forth in the Statement of
Work (attached as Exhibit A and Exhibit D to this Agreement).
The word "Work" shall mean the activities to be performed by
Contractor as specified in the Statements of Work attached as
Exhibit A and Exhibit D to this Agreement.
2. Article 3.1, Statement of Work of the Agreement is hereby modified as
follows:
The Statement of work for delivery of a Beta Version of a laser guided Automated
Guided Vehicle (AGV) for use in the *** is incorporated herein as Exhibit D.
3. Article 3.2, Term, is hereby modified as follows:
The Term of this Agreement is hereby extended from *** through
***.
4. Article 3.4, Documentation is hereby modified as follows:
Specific documentation requirements under this agreement are
provided for in Exhibit A and Exhibit D.
5. Article 4.2 Agreement Amount is hereby incorporated as follows:
The total price for performance of Work under Exhibit A
remains at ***. The total price for performance of Work added
under this Modification 1, under Exhibit D, is $***.
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The total price of this Agreement is changed "From" $***,
"By" $***, "To" $***.
6. Article 4.4 Payment, is hereby modified as follows:
Article 4.4, Payment for work performed under Exhibit D shall
be as follows in 2003:
***
7. Article 27, Exhibits, is hereby modified as follows:
Exhibit D, Statement of Work for delivery of a Beta Version of a
laser guided Automated Guided Vehicle (AGV) for use in the *** is
hereby incorporated.
Exhibit E, Deliverables is hereby incorporated.
Exhibit F , Subsystem *** Automatic Guided Vehicle (AGV) Beta
Version, dated July 10, 2003, Revision 0.3 is hereby incorporated.
Exhibit G, AGV Build Schedule is hereby incorporated.
8. The following Article is hereby added to this Agreement:
Article 29 - Ownership of Work
Contractor shall retain all right, title and interest in its
navigation, guidance, communication, and control technology for
automatic guided vehicles and automatic vehicle systems in its
design for the Deliverables, whether or not developed, improved or
modified by Contractor or its Affiliates in performing the Work. ***
shall own the right, title, and interest in the Deliverables.
All other terms and conditions of the Agreement, as amended,
remain unchanged.
*** and Contractor have caused this Amendment to be duly executed as of the date
first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- ---------------------
*** Authorized Signature Transbotics Corporation Authorized Signature
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Exhibit D
STATEMENT OF WORK
The purpose of this Statement of Work is to define the detailed work
scope required by the Contractor for the delivery of a laser guided
Automated Guided Vehicle (AGV), the "Product", for use in the *** . A
detailed list of the Deliverables is contained, as Exhibit E. In
addition, compliance with the requirements set forth in the
Specification, contained as Exhibit F (Attached as separate Document),
and the Schedule, contained as Exhibit G, is required. The Beta version
is a modification of the prototype AGV purchased previously from
Contractor under ***Agreement No. ▇▇▇-▇▇-▇▇. It is *** intent to have
its designated technical team work closely with the Contractor's
technical staff to define and finalize the modified design, mutually
acceptable to both *** and the Contractor.
Item 001- Build and Delivery of Beta AGV
----------------------------------------
1. Produce the AGV
a. The Contractor shall develop a detailed mechanical, electrical
design, and control system design fully compliant to the Specification
requirements, necessary to confidently manufacture the AGV. The final
design shall be reviewed an approved by an authorized *** technical
representative at a Final Design Review.
b. As part of the Final Design Review, Contractor shall provide a
mutually acceptable list of in-process inspections and final
acceptance tests, representing the outline for the overall LGVS system
test plan.
c. Contractor, under *** subcontract Agreement No. ▇▇▇-▇▇-▇▇▇, has
been authorized to procure critical long-lead items. Upon approval of
the final design, Contractor shall source and procure all items for
manufacture of the AGV, consistent with the ▇▇▇▇ of Materials and the
manufacturing and delivery schedule contained as Exhibit E.
d. Contractor shall manufacture and inspect fabricated components, and
assemble all mechanical system components.
e. Contractor shall perform electrical assembly, including wiring,
connecting, labeling and quality assurance per the Specification.
f. Contractor shall install and setup the system controller and anti
collision system
g. Contractor shall perform an approved, internal AGV Shop Test, as
outlined in the approved test plan, consisting of, but not limited to
the following items:
i. AGV Electrical Cubicle Test
ii. AGV Controller Startup
iii. Tune Cubicle Run Test
iv. System Simulation Test
h. Contractor shall provide all AGV Shop Test documentation to *** as
identified in Exhibit C. *** has the right to be present for the
physical testing of the AGV.
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2. AGV System Test
a. Contractor shall integrate AGV and AGV Control System and perform an
in-house System Shop Test, as defined in the approved test plan. This
test shall be thorough enough to test the entire functionality of the
system including all design criteria and specifications set forth by
*** in accordance with the Agreement. *** shall have the right to be
present for the physical System Shop Test. The test shall include but
not be limited to the following: i. AGV Electrical Test including all
emergency stops, limit switches, proximity sensors, and functionality.
ii. AGV Controller Test iii. AGV Parameter and Positional Accuracy
Tests iv. AGV Manual Functionality Tests v. AGV Automatic Functionality
Tests
b. Contractor shall provide all System Shop Test documentation to ***
as identified in Exhibit C.
3. Final ***System Integration and Test
a. Contractor shall provide space for the final integration and
testing of the ***System.
b. Contractor shall support *** personnel during the final ***(TM)
system integration and commissioning phase
c. Contractor shall assist *** personnel in the installation of ***
supplied hardware and software.
d. Contractor shall integrate and test the AGV system with ***
internal computers and test all AGV functions in both local and remote
modes. This integration of all functionality shall include at a
minimum a revalidation of all in-house System Shop tests and full
functional testing under *** computer control.
e. Contractor shall perform and support a Final ***System Acceptance
Test, as described in the approved test plan, to be performed by both
Contractor and *** personnel. This acceptance testing shall include at
a minimum a revalidation of all in-house System Shop tests and full
functional testing under *** computer control. *** shall have the
right to review and approve such test procedures prior to testing.
Contractor shall provide the results of these tests to *** as
identified in Exhibit C.
f. Contractor shall provide training for operators and maintenance
personnel designated by *** in all functionality of the LGVS system.
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Exhibit E
DELIVERABLES
The purpose of this Exhibit is to specify the deliverables required by
the Contractor associated with the design, engineering, manufacturing,
testing, and delivery of the AGV as described in the Statement of Work
Exhibit A and the Specification (Exhibit D).
1. Contractor shall support a coordinated Final Design Review to
identify and review detailed vehicle hardware and software design and
manufacturing schedule and document any action items and resolutions
to these action items
2. Contractor shall provide results of all in-process inspection and
acceptance tests as agreed upon and identified in the overall AGV test
plan to ***. This documentation shall include, but not be limited to
the following: a. In-House System Controller Shop Testing b. In-House
AGV Testing; 8-Hour Test c. Formal Final Acceptance Testing
3. After final acceptance of the AGV system, Contractor will deliver
to *** a complete as-built assembly drawing package, detailed ▇▇▇▇ of
materials and documentation of hardware traceability, including
manufacturers, part numbers and serial numbers for purchased
components, and raw materials/special process certifications for
custom fabricated assemblies. Detailed mechanical and electrical
assembly design drawings of the vehicle custom Mast and Arm assemblies
shall be included. However, Contractor shall not deliver any
manufacturing drawings.
4. Contractor shall deliver all hardware specific manuals, operating
and maintenance manuals, training manuals, and a recommended spares
list.
5. Contractor shall deliver one overall AGV System, fully compliant
and functional to the Specification performance requirements, and
including
a. Explosion protected components per NEC article 501, Class
1, Division 2 locations
b. ***
c. Laserway Guidance and Control System
d. SICK Laser Safety Bumpers
e. Two wheel Quad Drive System
f. One battery and battery charger
g. Command and Control Interface Software
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Exhibit G
AGV Build Schedule
***
44
