DELIVERY ORDER DO#3 Under Contract No.DTFA01-02-C-00023
Exhibit 10.51
***Text Omitted and Filed Separately
Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4), and 240.24b-2
Delivery Order DTFA01-02-23003
Contract DTFA01-02-C-00023
DELIVERY ORDER DO#3
Under Contract No. DTFA01-02-C-00023
The purpose of this Delivery Order is to complete the order of 300 Explosives Detection Systems (EDS), and order an additional 100 parts kits known as long lead time items, 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 |
0001A |
| Pass Through SA EDS Unit (CTX-2500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| [ *** ] |
| [ *** ] |
0001A |
| Pass Through SA EDS Unit (CTX-2500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| [ *** ] |
| [ *** ] |
00A1A |
| Parts Kits for SA EDS Unit (CTX-2500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| [ *** ] |
| [ *** ] |
0006A |
| Pass Through SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| [ *** ] |
| [ *** ] |
00006A |
| Pass Through SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| [ *** ] |
| [ *** ] |
0006A |
| Parts Kit for SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| [ *** ] |
| [ *** ] |
|
| TOTAL ORDERED |
|
|
|
|
| $148,600,000 |
2. Funding: Funding in the amount of $148,600,000 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 $148,600,000 dollars.
(b) The maximum amount for which the Government shall be liable if this contract is terminated is $148,600,000 dollars.
(End of clause)
Expenditures above that amount are not authorized, and are at InVisions 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.
* Confidential Treatment Requested
4. Section F
The CLINS are to be delivered to the following locations (TBD locations will be supplied upon completion of FAA site surveys.
ITEM NO. |
| SUPPLY/SERVICE |
| QTY |
| DATE OF DELIVERY |
| PLACE OF DELIVERY |
| PLACE OF ACCEPTANCE |
|
|
|
|
|
|
|
|
|
|
|
0001A |
| Pass Through SA EDS Unit (CTX-2500) w/powered inclined conveyor and baggage exit slide/conveyor |
| [ *** ] |
| By [ *** ] |
|
|
| FOB ORIGIN |
0001A |
| Pass Through SA EDS Unit (CTX-2500) w/powered inclined conveyor and baggage exit slide/conveyor |
| [ *** ] |
| By [ *** ] |
|
|
| FOB ORIGIN |
0001A |
| Pass Through SA EDS Unit (CTX-2500) w/powered inclined conveyor and baggage exit slide/conveyor |
| [ *** ] |
| By [ *** ] |
|
|
| FOB ORIGIN |
0001A |
| Total Production Units |
| [ *** ] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0006A |
| Pass Through SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| By [ *** ] |
|
|
| FOB ORIGIN |
0006A |
| Pass Through SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| By [ *** ] |
|
|
| FOB ORIGIN |
0006A |
| Pass Through SA EDS Unit (CTX-5500) w/powered incline conveyor and baggage exit slide/conveyor |
| [ *** ] |
| By [ *** ] |
|
|
| FOB ORIGIN |
0006A |
| Total Production Units |
| [ *** ] |
|
|
|
|
|
|
b. Period of Delivery
The period of delivery for this order is from the date of award through September 30, 2002.
* Confidential Treatment Requested
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5. Section G
a) The following administration data applies to this order:
Contracting Officer
Federal Aviation Administration
Kimberley T. Branch, ASU-360
590 Herndon Parkway, Suite 120
Herndon, VA 20170-5232
Telephone ###-###-####
Fax ###-###-####
Contracting Officers Technical Representative (COTR)
Federal Aviation Administration
Ed Ocker, AAR-600
590 Herndon Parkway, Suite 120
Herndon, VA 20170-5232
Telephone ###-###-####
Fax ###-###-####
Quality Reliability Officer (QRO)
Federal Aviation Administration
Quality Reliability Officer (QRO)
Lindsey Humphrey, ASU-200
7151 Gateway Boulevard
Newark, CA 94560
Telephone ###-###-####
Fax ###-###-####
b. This Delivery Order is funded in the amount of $148,600,000. 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 Officers 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 DTFA01-02-23003 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)).
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(3) Payment Terms:
For CLIN 0001A, 0006A Production Units.
For units 101 through 400:
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, or 20% upon satisfactory completion of the Site Acceptance Test if the contractor is responsible for training, but not later than 90 days after successful completion of the Factory Acceptance Test. Satisfactory completion includes a signed form FAA-256, Inspection Report of Material and/or Services.
10% of the CLIN price when the unit is fully operational, i.e., at the completion of Initial Operator Training, if the contractor is responsible for training.
For units 401 through 500:
Up to 40% of the CLIN price at time of order, but not to exceed the actual costs of long lead items.
For CLIN 00A1A, 00A6A Production Units.
InVision will submit a request for payment / invoice for actual costs incurred consistent with the quantities identified in Delivery Order #3.
7. Defense Priority and Allocation Requirement
The TSA is seeking approval for use of, as a minimum, a DO rated order certified for national defense use. It is anticipated that the approval will be forthcoming very quickly. Once approved, the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 Code of Federal Regulations Part 700).
END OF DELIVERY ORDER
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