Delivery Order No. DTFA01-02-23005 for Explosives Detection Systems between InVision and TSA/FAA

Summary

This delivery order is an agreement between InVision and the Transportation Security Administration (TSA), under the Federal Aviation Administration (FAA), for the purchase and delivery of additional Explosives Detection Systems (EDS). InVision is required to supply and deliver specified EDS units for a total amount not to exceed $51,528,000, with delivery to be completed by March 28, 2003. The agreement outlines payment terms, delivery schedules, and compliance with licensing and government regulations. Failure to meet terms may result in contract termination.

EX-10.8 10 a2092536zex-10_8.htm EXHIBIT 10.8
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Exhibit 10.8

*Confidential treatment requested.

Delivery Order DTFA01-02-23005
Contract DTFA01-02-C-00023

DELIVERY ORDER DO#5
Under Contract No. DTFA01-02-C-00023

The purpose of this Delivery Order is to order additional Explosives Detection Systems (EDS), in accordance with Contract number DTFA01-02-C-00023. Items authorized under this Delivery Order are prescribed herein.

1.: Section B

The Contractor shall provide the following supplies and services in accordance with the terms and conditions of this letter contract. The following line item(s) will be ordered in accordance with the contract amounts set forth below.

CLIN	TITLE	QUANTITY	UNIT PRICE		TOTAL
0006A	Pass Through SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor (units [***])	[***]	$	[***]	$	[***]
0007	Integrated EDS Unit, CTX-9000 (units [***])	[***]	$	[***]	$	[***]
	TOTAL ORDERED				$	51,528,000.00

2.: Funding: Funding in the amount of $51,528,000 is hereby authorized under this Delivery Order, under the provisions set forth below:

3.2.4-22 Limitation of Government Liability (April 1996)

(a): In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $51,528,000 dollars.
(b): The maximum amount for which the Government shall be liable if this contract is terminated is $51,528,000 dollars.

(End of clause)

Expenditures above that amount are not authorized, and are at InVision's own risk.

3.: Section C

The Contractor shall deliver the supplies and services associated with the above CLINs in accordance with the Statement of Work in Contract DTFA01-02-C-00023.

4.: Section F

The CLINS are to be delivered to the following locations (TBD locations will be supplied upon completion of TSA site surveys).

ITEM NO.	SUPPLY/SERVICE	QTY	DATE OF DELIVERY	PLACE OF DELIVERY	PLACE OF ACCEPTANCE
0006A	Pass Through SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor	[***]	[***]	[***]	FOB ORIGIN
0007	Integrated EDS Unit CTX-9000	[***]	[***]	[***]	FOB ORIGIN
0007	Integrated EDS Unit CTX-9000	[***]	[***]	[***]	FOB ORIGIN

b.: Period of Delivery

The period of delivery for this order is from the date of award through March 28, 2003.

5.: Section G
a): The following administration data applies to this order:

Contracting Officer

Transportation Security Administration
Jack Handrahan, HDO/STDO
590 Herndon Parkway, Suite 120
Herndon, VA 20170-5232
Telephone (703) ###-###-####
Fax (703) ###-###-####

Contracting Officer's Technical Representative (COTR)

Transportation Security Administration
Keith Goll, HDO/STDO
590 Herndon Parkway, Suite 120
Herndon, VA 20170-5232
Telephone (703) ###-###-####
Fax (703) ###-###-####

Quality Reliability Officer (QRO)

Federal Aviation Administration
Quality Reliability Officer (QRO)
Lindsey Humphrey, ASU-200
7151 Gateway Boulevard
Newark, CA 94560
Telephone (510) ###-###-####
Fax (510) ###-###-####

b.: This Delivery Order is funded in the amount of $51,528,000. This amount is considered the contract ceiling. Unless modified by the Contracting Officer in writing, the Contractor may not exceed this ceiling except at its own risk (see clause in Contracting Officer's letter dated February 19, 2002—Limitation of Government Liability (Apr 1996)

c.: The Contractor shall submit to the FAA Contracting Officer the serial numbers/ID numbers for each system delivered under this Delivery Order, at least one week prior to, but no later than, delivery of the system.
6.: Section H—Special Terms and Conditions

The following terms apply to this Delivery Order, number DTFA01-02-23005 only.

(1): In the event the Contractor fails to meet the delivery schedule as provided herein, such failure will be considered in accordance with the Termination for Default clause (AMS 3.10.6-4(1996)).
(2): The Contractor shall execute and perform all terms and conditions of the License Agreement contained in the Letter Contract under which this Delivery Order is executed. Failure to adhere to the licensing agreement may result in the Government terminating the contract for default pursuant to the Termination for Default clause (AMS 3.10.6-4(1996)).
(3): Payment Terms:

For CLIN 0006A and CLIN 0007 Production Units.

For units 294 through 339 (CLIN0006A) and units 51 through 100 (CLIN0007)

70% of the CLIN price at satisfactory completion of Factory Acceptance Test (minus any previously paid long-lead items). Satisfactory completion includes a signed form FAA-256, Inspection Report of Material and/or Services.

30% of the CLIN price at satisfactory completion of Site Acceptance Test. Satisfactory completion includes a signed form FAA-256, Inspection Report of Material and/or Services.

7.: Defense Priority and Allocation Requirement

DO-H8 priority rating hereby applies to this delivery order. The contractor shall follow all requirements of the DPAS regulation (15 C.F.R. section 700, et seq.) during the conduct of this delivery order.

END OF DELIVERY ORDER

*Confidential treatment requested.

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