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AWARD/CONTRACT | 1. THIS CONTRACT IS A RATED ORDER UNDER | RATING | PAGE OF PAGES
| DPAS (15 CFR 350) | | 1 of 106
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2. CONTRACT (Proc. Inst. Idens.)NO. | 3. EFFECTIVE DATE | 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
DTFA01-97-C-00021 | 12/24/96 | 705110
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5. ISSUED BY CODE | | 6. ADMINISTERED BY (If other than Item 5) CODE | |
| | | |
Federal Aviation Administration --------------| -----------
800 Independence Ave., S.W. |
Washington, DC 20591 |
Kyle Richmond, 202-267-7851 |
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7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, State and ZIP Code) | 8. DELIVERY
| /X/ FOB ORIGIN / / OTHER (See below)
|--------------------------------------
Invision Technologies, Inc. | 9. DISCOUNT FOR PROMPT PAYMENT
3420 E. Third Ave. | NA
Foster City, California 94404 |--------------------------------------
| 10. SUBMIT INVOICES | ITEM
| (4 copies unless other- |
---------------------------------------------------------------------------------------------| wise specified) TO THE | 12
CODE | FACILITY CODE | ADDRESS SHOWN IN: |
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11. SHIP TO/MARK FOR CODE | | 12. PAYMENT WILL BE MADE BY CODE |
See Section F | | Federal Aviation Administration |
------------| Accounts Payable Branch, ABA-222 ------------
| 800 Independence Avenue, S.W.
| Washington, DC 20591
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13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: | 14. ACCOUNTING AND APPROPRIATION DATA
/ / 10 USC 2304(c)( ) / / 41 USC 252(c)( ) | W/982A/0/F050/3A13AO/3146/98600106
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15. ITEM NO. | 15B. SUPPLIES/SERVICES | 15C. QUANTITY | 15D. UNIT | 15E. UNIT PRICE | 15F. AMOUNT
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| See Section B | | | |
| | | | |
| | | | |
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15G. TOTAL AMOUNT OF CONTRACT | $ 52,278,800.00
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16. TABLE OF CONTENTS
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(X) | SEC | DESCRIPTION | PAGE(S) | (X) | SEC | DESCRIPTION | PAGE(S)
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PART I - THE SCHEDULE | PART II - CONTRACT CLAUSES
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X | A | SOLICITATION/CONTRACT FORM | 1 | X | I | CONTRACT CLAUSES | 20
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X | B | SUPPLIES OR SERVICES AND | 4 | PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
| | PRICES/COSTS | |
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X | C | DESCRIPTION/SPECS./WORK STATEMENT | 8 | X | J | LIST OF ATTACHMENTS | 22
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X | D | PACKAGING AND MARKING | 1 | PART IV - REPRESENTATIONS AND INSTRUCTIONS
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X | E | INSPECTION AND ACCEPTANCE | 5 | X | K | REPRESENTATIONS, CERTIFICATIONS AND | 25
----------------------------------------------------------------| | | OTHER STATEMENTS OF OFFERORS |
X | F | DELIVERIES OR PERFORMANCE | 5 | | | |
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X | G | CONTRACT ADMINISTRATION DATA | 4 | N/A | L | INSTRS. CONDS. AND NOTICES TO OFFERORS |
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X | H | SPECIAL CONTRACT REQUIREMENTS | 11 | N/A | M | EVALUATION FACTORS FOR AWARD |
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CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
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17. /X/ CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required | 18./ / AWARD (Contractor is not required to sign this document.)
to sign this document and return 3 copies to issuing | Your offer on solicitation number____________, including the
office.) Contractor agrees to furnished and deliver all items | additions or changes made by your which additions or changes
or perform all the services set forth or otherwise identified | are set forth in full above, is hereby accepted as to the
above and on any continuation sheets for the consideration | contract which consists of the following documents: (a) the
stated herein. The rights and obligations of the parties to | Government's solicitation and your offer, and (b) this
this contract shall be subject to and governed by the following | award/contract. No further contractual document is necessary.
documents: (a) this award/contract, (b) the solicitation, if |
any, and (c) such provisions, representations, certifications, |
and specifications, as are attached or incorporated by reference |
herein. (ATTACHMENTS ARE LISTED HEREIN.) |
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19A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) | 20A. NAME OF CONTRACTING OFFICER
| John H. Graham
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19B. NAME OF CONTRACTOR | 19C. DATE SIGNED | 20B. UNITED STATES OF AMERICA | 20C. DATE SIGNED
| | |
BY________________________________________ | | BY________________________________________ |
(Signature of person authorized to sign) | | (Signature of Contracting Officer) |
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</TABLE>
<PAGE>
PART I - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
<PAGE>
Section B, Page i
PART I - THE SCHEDULE
SECTION B - SUPPLIES AND SERVICES AND PRICE/COST
TABLE OF CONTENTS
B.1 IDENTIFICATION OF SERVICES.......................................... 1
A. INDEFINITE DELIVERY/INDEFINITE QUANTITY REQUIREMENTS............ 1
B. TIME AND MATERIALS REQUIREMENTS................................. 3
B.2 SUMMATION........................................................... 5
<PAGE>
Section B, Page 1
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICE/COST
B.1 IDENTIFICATION OF SERVICES
The Contractor shall provide the following supplies and services in accordance
with the terms and conditions of this contract, for a two-year performance
period commencing with date of contract award. All contract line items (CLINs)
will be activated by means of delivery or task orders.
A. INDEFINITE DELIVERY/INDEFINITE QUANTITY REQUIREMENTS
During the term of this contract, the Government shall order and the Contractor
shall furnish not more than the maximum number of items detailed below. For
details regarding minimum contract ordering requirements, please see Section H,
"Minimum and Maximum Contract Amounts."
MAX
MAX UNIT TOTAL
CLIN SUPPLIES/SERVICES QTY UNIT PRICE PRICE NOTE
0001 CTX 5000SP EXPLOSIVES 100 EA $900,000 $90,000,000 A
DETECTION SYSTEM
0002 IMAGE QUALITY TEST 100 EA NSP* Price included A
KIT (IQTK) in CLIN 0001
0003 POWER INCLINED 100 EA $36,000 $3,600,000 A
ENTRANCE CONVEYOR
0004 LUGGAGE POSITIONING 100 EA $57,000 $5,700,000 A
ADAPTER
0005 POWERED FLAT 100 EA $27,000 $2,700,000 A
ENTRANCE CONVEYOR
0006 PLC JUNCTION WITH 100 EA $13,000 $1,300,000 A
STANDARD INTERFACE
SOFTWARE
0007 EXIT SLIDE 100 EA $8,000 $800,000 A
0008 REMOTE LOCATION OF 100 EA $19,800 $1,980,000 A
OPERATOR CONSOLE
PACKAGE
0009 THREAT IMAGE 100 EA NSP* Price included A
PROJECTION (TIP) in CLIN 0001
PACKAGE
<PAGE>
Section B, Page 2
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICE/COST
MAX
MAX UNIT TOTAL
CLIN SUPPLIES/SERVICES QTY UNIT PRICE PRICE NOTE
0010 TIP LIBRARY 1200 VOL NSP* Price included A
in CLIN 0001
0011 FIELD DATA 100 EA NSP* Price included A
REPORTING AND IMAGE in CLIN 0001
DISPLAY PACKAGE
0012 FIRST YEAR WARRANTY 100 EA NSP* Price included A
- PARTS AND LABOR in CLIN 0001
0013 FIRST YEAR WARRANTY 100 EA $23,000 $2,300,000 A
- EXTENDED HOURS
0014 OPERATOR TRAINING 100 EA $10,000 $1,000,000 A
CLASS
0015 INSTRUCTOR TRAINING 50 EA $20,000 $1,000,000 A
CLASS
0016 ENGINEER 50 EA $2,000 $100,000 A
MAINTENANCE
TRAINING CLASS
* NSP - Not separately priced. Price included in CLIN 0001.
<PAGE>
Section B, Page 3
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICE/COST
B. TIME AND MATERIALS REQUIREMENTS
CLIN 0017 - TASK 1 - SITE-SPECIFIC SYSTEM SUPPORT
(To be definitized. See Section I, Clause 3.2.4-23 "Contract Price
Definitization.")
CATEGORY MAXIMUM HOURLY MAXIMUM NOTE
HOURS RATE AMOUNT
SOFTWARE ENGINEER 3,760 B
COMPUTER PROGRAMMER 3,760 B
FIELD SERVICE ENGINEER 3,760 B
SITE ENGINEER 3,760 B
APPLICATION ENGINEER 3,760 B
HARDWARE ENGINEER 3,760 B
DOCUMENT SPECIALIST 3,760 B
DESIGN ENGINEER 3,760 B
ASSEMBLY TECHNICIAN 3,760
FABRICATION TECHNICIAN 3,760
ESTIMATED TRAVEL NA NA $250,000 C
ESTIMATED MATERIAL AND NA NA $500,000 D
OTHER DIRECT COSTS --------
TOTAL
ITEM 0017 E
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<PAGE>
Section B, Page 4
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICE/COST
MAX
MAX UNIT TOTAL
CLIN SUPPLIES/SERVICES QTY UNIT PRICE PRICE NOTE
0018 TRAVEL AND NA NA NA $500,000 C
SUBSISTENCE FOR ITEM
0014 (FUNDED AMOUNT
SHOWN IS A
GOVERNMENT
ESTIMATE -
AUTHORIZED TRAVEL
AND SUBSISTENCE
COSTS SHALL BE NON-
FEE BEARING.)
0019 CONTRACT DATA NA NA NSP* Price included
REQUIREMENTS (See in CLIN 0001
Section J)
NOTES
NOTE "A" - Units will be order via individual delivery orders. See the Section H
clause "Delivery Order Procedures." Minimum and maximum contract amounts, by
item, are detailed in the Section H clause, "Minimum and Maximum Contract
Amounts."
NOTE "B" - Direct labor requirements will be ordered via task orders. See the
Section H clause "Task Order Procedures. Fully burdened, fixed hourly rates
apply to all direct labor input under the subject contract line item 0017.
NOTE "C" - The amount listed above is based upon a pre-contract Government
estimate. Travel requirements shall be set forth in individual delivery or task
orders. Travel costs shall be non-fee bearing.
NOTE "D" - The amount listed above is based upon a pre-contract Government
estimate. Material/Other Direct Costs requirements shall be set forth in
individual delivery or task orders. Material/Other Direct Costs shall be non-fee
bearing.
.
NOTE "E" - Total maximum amount, by item, shall be computed by summing labor
categories, estimated travel, and estimated material/ODC maximum amounts. Total
maximum amount, by item, shall then be transcribed by the offeror to the
corresponding item number amount in the summation table below.
<PAGE>
Section B, Page 5
PART 1 - THE SCHEDULE
SECTION B - SUPPLIES OR SERVICES AND PRICE/COST
B.2 SUMMATION
MAXIMUM TOTAL OF CLIN ITEMS 0001 THROUGH 0016 $110,480,000
MAXIMUM TOTAL OF CLIN ITEMS 0017 $Undefinitized
MAXIMUM TOTAL OF CLIN ITEM 0018 $500,000
MAXIMUM TOTAL OF CLIN ITEM 0019 $NSP
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TOTAL MAXIMUM CONTRACT VALUE (Less CLIN 0017) $110,980,000
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--------------------------------------------------------------------------------
<PAGE>
PART I -THE SCHEDULE
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
<PAGE>
Section C, Page i
PART I - THE SCHEDULE
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
TABLE OF CONTENTS
C.1 PURPOSE................................................................. 1
C.2 WORK STATEMENT.......................................................... 1
CLIN 0001 - CTX 5000SP EXPLOSIVES DETECTION SYSTEM...................... 1
CLIN 0002 - IMAGE QUALITY TEST KIT (IQTK)............................... 2
CLIN 0003 - POWER INCLINED ENTRANCE CONVEYOR............................ 2
CLIN 0004 - LUGGAGE POSITIONING ADAPTER................................. 3
CLIN 0005 - POWERED FLAT ENTRANCE CONVEYOR.............................. 3
CLIN 0006 - PLC JUNCTION WITH STANDARD INTERFACE SOFTWARE............... 3
CLIN 0007 - EXIT SLIDE.................................................. 3
CLIN 0008 - REMOTE LOCATION OF OPERATOR CONSOLE PACKAGE................. 3
CLIN 0009 - THREAT IMAGE PROJECTION (TIP) PACKAGE....................... 3
CLIN 0010 - TIP LIBRARY................................................. 4
CLIN 0011 - FIELD DATA REPORTING AND IMAGE DISPLAY PACKAGE.............. 4
CLIN 0012 - FIRST YEAR WARRANTY - PARTS AND LABOR....................... 5
CLIN 0013 - FIRST YEAR WARRANTY - EXTENDED HOURS........................ 5
CLIN 0014 - OPERATOR TRAINING CLASS..................................... 5
CLIN 0015 - INSTRUCTOR TRAINING CLASS................................... 6
CLIN 0016 - ENGINEER MAINTENANCE TRAINING CLASS......................... 6
CLIN 0017 - TASK 1 -SITE-SPECIFIC SYSTEM SUPPORT........................ 6
CLIN 0018 - TRAVEL AND SUBSISTENCE...................................... 6
C.3 CONTRACT DATA REQUIREMENTS (CLIN 0019).................................. 6
C.3.1 Monthly Formal Progress Review.................................... 6
C.3.2 Maintenance Readiness Plan........................................ 7
C.3.3 Production Readiness Plan......................................... 7
C.3.4 TIP Library Development Plan...................................... 7
C.3.5 Training Expansion Plan........................................... 7
C.3.6 Operations Manual................................................. 7
C.3.7 Maintenance Manual................................................ 7
C.3.8 Integration Manual................................................ 8
C.3.9 Installation Manual............................................... 8
C.4 REFERENCES.............................................................. 8
<PAGE>
Section C, Page 1
PART I - THE SCHEDULE
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
C.1 PURPOSE
The purpose of this procurement is to acquire and deploy FAA certified
Explosives Detection Systems (EDS), specifically the CTX 5000SP manufactured by
InVision Technologies, Inc. of Foster City, CA. The equipment will be used to
automatically screen passenger baggage for explosives. This procurement is in
response to a specific mandate by the White House Commission on Aviation Safety
and Security pertaining to the deployment of existing advanced baggage screening
technologies. The goal of the Commission and of this procurement is to raise the
level of security for the traveling public by deploying this equipment.
C.2 WORK STATEMENT
The Contractor shall furnish and/or make available all necessary technical
and support labor, materials, equipment, facilities, services and data to
accomplish all requirements necessary for or incident to the performance of
this project. Specific deliverables are listed in Section B of this contract;
work areas associated with the each deliverable are discussed below. All
items furnished under this contract shall be operationally tested for
successful performance after installation on site by the Contractor on a
schedule as mutually agreed to by the FAA and the Contractor and in
accordance with industry standards and workmanship. The Contractor shall also
afford full cooperation as described in Section H. 1 herein with other
contractors separately engaged by the FAA for the purposes of system
integration and engineering. All CLINs involving software packages or
electronically stored data shall be assumed to be for single user licenses.
CLIN 0001 - CTX 5000SP EXPLOSIVES DETECTION SYSTEM
Contractor will manufacture and install at a specified location (airport) an
FAA-certified Automated Explosive Detection System (EDS) ready to be integrated
as specified for that particular location. Hereinafter, "system" shall refer to
the "CTX 5000SP". An FAA-certified EDS is defined as a device formally tested by
the FAA and proven to meet the requirements of the "Final Criteria for the
Certification of Explosive Detection Systems" as delineated in the FEDERAL
REGISTER on September 10, 1993 and hereinafter referred to as the "FAA
Certification Criteria." This deliverable includes all hardware, software, and
supporting services/materials required (excluding items specified separately in
subsequent CLINs) to operate the system to screen passenger baggage. The
following are required capabilities:
- The system shall provide the probability of detection and probability of
False Alarm specified by the FAA Certification Criteria against the full
range of explosives required in the FAA Certification Criteria.
- The system shall provide for a minimum automated throughput of 250 bags/hr.
<PAGE>
Section C, Page 2
- The system shall have cabinet x-ray shielding in compliance with FDA 21 CFR
1020.40.
- The systems shall include these other features:
-- Third Generation Computed Tomography Scanner
-- Integrated 2D x-ray pre-scanner ("SP")
-- 70 degree fan beam x-ray source
-- Solid state detector array
-- High speed digital data acquisition and control system
-- Multiple voltage isolation transformer
-- Uninterrupted power supply (UPS) for computer system
-- Standard Programmable Logic Controller ("PLC") interface Which allows for
infeed conveyor operation
-- Modem for remote system diagnosis
-- Operator Console including:
- Two 17", high resolution color monitors
- 25 ft. connecting cable
-- Single user license for FAA CERTIFIED operating software, including:
Automated Explosive Detection, Motion Control, Display, Threat Resolution
and User Tools Package
-- Up to two person weeks of pre-installation site survey and consultation,
including technical support as needed to work with FAA-designated system
integrator
-- Operator's manual (English version)
The Contractor shall accomplish all requirements necessary to support the
installation of each system including: on-site set-up and assembly of the
system, but excluding site preparation and local handling, in order to render
the CTX 5000SP and associated hardware delivered under this contract ready for
operation in accordance with the Contractor's published installation manual.
CLIN 0002 - IMAGE QUALITY TEST KIT (IQTK)
The Image Quality Test Kit (IQTK) shall on demand, automatically check and
record a range of critical image quality parameters. The kit shall allow for
daily verification of the system's operation and longer term analysis of
hardware performance. Test results shall be maintained for a period of one year
to allow for off-line trend analysis. Operator demonstration of IQTK shall occur
at system site after system installation as scheduled by mutual agreement.
CLIN 0003 - POWER INCLINED ENTRANCE CONVEYOR
The Contractor shall deliver and install a luggage infeed conveyor for manual
loading. The conveyor shall be sloped from floor level to the CTX entrance. The
Contractor shall integrate the conveyor to the CTX system such that it is
controlled and powered by the system through its standard PLC interface.
<PAGE>
Section C, Page 3
CLIN 0004 - LUGGAGE POSITIONING ADAPTER
The Contractor shall deliver and install a luggage positioning adapter (LPA) for
automated luggage loading. The adapter shall automatically position luggage
prior to insertion into the CTX-5000SP for inspection. The adapter shall include
an out of gauge sensor to prevent bags that exceed allowable height from
entering the system. The Contractor shall integrate the LPA to the CTX system
such that it is controlled by the system through its internal PLC. Power for LPA
to be provided at site by user. The integration shall provide for manual
override to allow for manual insertion of bags into the system.
CLIN 0005 - POWERED FLAT ENTRANCE CONVEYOR
The Contractor shall deliver and install a powered flat entrance conveyor for
semi-automated luggage loading. The Contractor shall integrate the conveyor to
the CTX system such that it is controlled and powered by the internal PLC. The
integration shall provide for manual override to allow for manual insertion of
bags into the system.
CLIN 0006 - PLC JUNCTION WITH STANDARD INTERFACE SOFTWARE
The Contractor shall deliver and install a PLC junction interface for
intelligent connections between the CTX and on-site conveyor system. Interface
shall include eighteen (18) standard inputs/outputs (IO's).
CLIN 0007 - EXIT SLIDE
The Contractor shall deliver and install an unpowered luggage exit slide for
manual unloading of luggage. Slide shall be sloped from CTX exit to ground level
with luggage stop.
CLIN 0008 - REMOTE LOCATION OF OPERATOR CONSOLE PACKAGE
The Contractor shall deliver a package for locating the operator console up to
300 meters from CTX unit. The Contractor shall complete all connections at the
CTX unit and the console. This item does not include cabling nor its
installation.
CLIN 0009 - THREAT IMAGE PROJECTION (TIP) PACKAGE
The Contractor shall deliver and install a Threat Image Projection Package. The
package shall provide for random insertion of pre-recorded bag images (from a
volume of the TIP library described in CLIN 0010, below) between images from
real bags. The package shall record the date and time of the insertion, the
operator's response to the inserted images, the operator's name, and the image
ID (identification). The package shall also record data indicating numbers of
bags processed, machine alarms processed, and screener alarm rates for
individual screeners. The package shall maintain all TIP data on the system
for a minimum of one year.
The package shall provide for summary reports of the data collected in a useful
and easily produced fashion. The reports shall track screener performance over a
user-set rating period. Specifically, the reports shall track individual
operator performance on both Improvised Explosive Device (IED) and False
<PAGE>
Section C, Page 4
Alarm TIP images, the times each operator was logged into the system, number of
bags inspected by each operator, number of machine alarms handled by each
operator, and number of bags suspected. The package shall provide for printing
of the summary reports. Users will have access to raw data for off-line
preparation of custom reports.
The package shall provide for supervisor level access to. change the frequency
of insertion, and the balance of IEDs to False Alarms. The package shall
maintain a permanent record of any supervisor changes.
CLIN 0010 - TIP LIBRARY
The Contractor shall provide and install a TIP library which consists of 12
separate volumes. Each volume shall contain threat bag and false alarm bag
images for use by the TIP Package. Each volume shall contain at least 150 threat
bags and 50 false alarm bags. The threat bags shall represent the full range of
the explosives specified by the FAA EDS Certification Criteria. The specific
volume shall be selected by the government at the time of order. The Contractor
shall offer a selection of at least: Six (6) volumes with no shared bags between
volumes; six (6) additional volumes with at least fifty percent (50%) of the bag
images not shared between volumes nor with first set, and the remainder recycled
from the first set, but not shared among these six (6) volumes. The images in
the volumes shall represent all explosives categories in the FAA Certification
Standard. The FAA shall provide as Government Furnished Information (GFI) the
specification for IED configuration and placement for each volume in the TIP
library.
FAA shall provide access to all bags, contents, IED materials, mix of bag
requirements, and the CTX system installed at the William J. Hughes Technical
Center, sufficient to prepare all volumes in the TIP library.
CLIN 0011 - FIELD DATA REPORTING AND IMAGE DISPLAY PACKAGE
The Contractor shall deliver and install a hardware and software package to
collect and store data on system performance and baggage processing. The package
shall also allow for printing of system console screen images on demand.
The data shall be automatically collected and stored for each bag inspected by
the system. The data shall be exportable in a text format for processing by
other computer systems. The specific data to be collected shall at a minimum
match that exported by the CTX-5000SP to the current Remote Display Station
employed by Delta Airlines at Atlanta's Hartsfield Airport. The package shall be
expandable to include other data elements requested by the user. This package
shall maintain the data on the system for a minimum of one year.
The package shall also automatically capture the image on both screens of the
CTX 5000SP console and print them whenever the operator requests. The package
shall store in the CTX an electronic copy of any printed images for a minimum of
50 images. The package shall receive this request through a soft button added to
the current CTX operator interface. The system console screen images will be
printed on a color printer for association with the bag to assist in alarm
resolution.
<PAGE>
Section C, Page 5
CLIN 0012 - FIRST YEAR WARRANTY - PARTS AND LABOR
First year warranty includes all remedial and quarterly preventive maintenance
performed in accordance with Contractor's Standard Commercial Practice inclusive
of all parts, travel, and labor. Warranty service is provided during a
user-defined service schedule of eight consecutive hours between the hours of 6
AM and 10 PM (site local time), Monday through Friday. Any modification to
service schedule shall require 30 days advance notice and shall be mutually
agreed. During the warranty period, the Contractor shall provide:
1. An engineer on-site within 2 hours of service request;
2. 24-hour technical support via telephone;
3. Modem diagnostic support;
4. Comprehensive software maintenance including bug fixes and new features,
excluding any hardware, if necessary to support software upgrades.
After-hours, weekend, and holiday service will be obtained under CLIN 0013,
"First Year Warranty -- Extended Hours" or CLIN 0017, "Site Specific System
Support".
CLIN 0013 - FIRST YEAR WARRANTY - EXTENDED HOURS
Contractor shall extend the services offered under CLIN 0012 to 24 hour
coverage, 365 days per year.
CLIN 0014 - OPERATOR TRAINING CLASS
The Contractor shall conduct an operator training class in accordance with the
InVision training syllabus as approved by FAA. The class will consist of four
(4) days classroom training and six (6) days of on machine operation training.
An additional one-person week of InVision Application Engineer support shall be
available on an as needed basis determined by user and mutually scheduled by
user and Contractor. Class shall accommodate up to eight (8) operators.
Contractor will invite user to provide instruction of site-specific resolution
procedures. Upon successful completion of the training, trained operators will
be provided sufficient information and instruction to be proficient in the
startup, operation, shut down tasks as well as minor preventative maintenance
that may be required. The Contractor shall provide all necessary training
articles as approved by the FAA including:
1. Simulated IEDs (at least 15),
2. False alarm articles, and
3. Luggage
in real physical form in addition to system images.
At the government's option, training shall be conducted at the Contractor site.
If no site is specified in the task, training shall be conducted at the
operational (airport) site.
<PAGE>
Section C, Page 6
CLIN 0015 - INSTRUCTOR TRAINING CLASS
The Contractor shall provide training for a customer-selected instructor.
Training will prepare the attendee to conduct operator training courses.
Successful graduates of the course will be accredited by InVision to teach
operators of the CTX 5000SP. Training will occur at Contractor's site and will
include course and instruction documentation. Documentation will include a list
of all required training materials to conduct an operator training course.
CLIN 0016 - ENGINEER MAINTENANCE TRAINING CLASS
The Contractor shall provide training for a customer-selected maintenance
person. Training will occur at Contractor's site and will include course and
necessary maintenance documentation. At conclusion of training, students will be
provided sufficient information and instruction to be qualified to perform
maintenance under the Engineer Support Maintenance Plan.
CLIN 0017 - TASK 1 -SITE-SPECIFIC SYSTEM SUPPORT
The Contractor shall provide time and materials support for modifying items
purchased under this contract to meet site-specific requirements for
installation and operation as tasked. This task shall cover installation and
consultation work above and beyond what is provided in CLIN 0001. Additionally,
this task shall cover any additional maintenance service requested by the user
above and beyond what is included in CLIN 0012. The Contractor shall develop a
plan to address these requirements as needed and shall provide labor to
accomplish the modifications at the agreed upon rates for the following
categories:
Software Engineer Documentation Specialist
Computer Programmer Training Specialist
Field Service Engineer Design Engineer
Site Engineer Assembly Technician
Application Engineer Fabrication Technician
Hardware Engineer
CLIN 0018 - TRAVEL AND SUBSISTENCE
Funded amounts are indicated in Section B for travel and subsistence supporting
CLINs 0014 through 0016.
C.3 CONTRACT DATA REQUIREMENTS (CLIN 0019)
To facilitate management and administration of this contract, the Contractor
shall conduct activities and provide reports as specified. See also Section J,
List of Exhibits for schedules and distribution.
C.3.1 MONTHLY FORMAL PROGRESS REVIEW
The Contractor shall be responsible for conducting monthly progress reviews at
the Contractor site. Progress reviews shall include, at a minimum, a review of
all pertinent technical, and schedule aspects
<PAGE>
Section C, Page 7
of the contract, including an estimate of the work to be accomplished in the
next month. The reviews shall be documented and submitted as formal reports. The
Government reserves the right to replace a formal monthly review at the
Contractor site with a less formal update completed by teleconference, to change
the location of the reviews at any time, and to increase or decrease the
frequency of reviews as required.
C.3.2 MAINTENANCE READINESS PLAN
The Contractor shall prepare a plan describing the actions necessary to
implement the field support as specified by this contract. The plan will include
but will not be limited to:
a. Steps required and schedule for establishing regional service
representatives/engineers;
b. Steps required and schedule for establishing spare parts depots, to
include estimated spare parts inventories; and
c. Strategy for hiring maintenance personnel (i.e. new direct personnel,
or contracting of services locally),
C.3.3 PRODUCTION READINESS PLAN
The Contractor shall prepare and deliver a plan describing the actions necessary
to meet the production requirements and schedule for this contract.
C.3.4 TIP LIBRARY DEVELOPMENT PLAN
The Contractor shall prepare and deliver a plan describing the actions necessary
and schedule for developing the additional TIP libraries to be delivered under
CLIN 0010 of this contract.
C.3.5 TRAINING EXPANSION PLAN
The Contractor shall prepare and deliver a plan describing the actions necessary
and schedule to meet the training requirements of this contract.
C.3.6 OPERATIONS MANUAL
The Contractor shall deliver an Operations Manual and subsequent changes to meet
the operations requirements of this contract.
C.3.7 MAINTENANCE MANUAL
The Contractor shall deliver a maintenance manual, which will facilitate owner
and operator preventive and corrective maintenance of a non-complex nature.
<PAGE>
Section C, Page 8
C.3.8 INTEGRATION MANUAL
The Contractor shall deliver an Integration Manual which describes the actions
necessary to fully integrate a CTX 5000SP into a baggage system.
C.3.9 INSTALLATION MANUAL
The Contractor shall deliver an Installation Manual which describes actions
necessary properly install and render operational a CTX 5000SP.
C.4 REFERENCES
The Contractor will be guided by the following references in the performance of
this contract:
"Final Criteria for the Certification of Explosive Detection Systems," FEDERAL
REGISTER, September 10, 1993
<PAGE>
PART I - THE SCHEDULE
SECTION D - PACKAGING AND MARKING
<PAGE>
Section D, Page i
PART I - THE SCHEDULE
SECTION D - PACKAGING AND KING
TABLE OF CONTENTS
D.1 PACKING AND PACKAGING................................................... 1
D.2 MARKING OF DELIVERABLES................................................. 1
D.3 MARKING OF REPORTS...................................................... 1
<PAGE>
Section D, Page 1
PART I - THE SCHEDULE
SECTION D - PACKAGING AND MARKING
D.1 PACKING AND PACKAGING
All deliverables under this contract shall be preserved and packaged in
accordance with the most economical and best commercial practices to assure
delivery at the destination and to prevent deterioration and damage due to
shipping, handling and storage hazards.
D.2 MARKING OF DELIVERABLES
In addition to information provided with shipping instructions, all deliverables
shall be marked on the outside of the packaging with the following:
a. FAA contract number;
b. Contractor's name and address;
c. List of contents; and
d. Task order number.
D.3 MARKING OF REPORTS
The Contractor shall mark all reports as follows:
a. Task Order number
b. Report Title
c. Contract number
d. Date
e. Distribution
<PAGE>
PART I - THE SCHEDULE
SECTION E - INSPECTION AND ACCEPTANCE
<PAGE>
Section E, Page i
PART I - THE SCHEDULE
SECTION E - INSPECTION AND ACCEPTANCE
TABLE OF CONTENTS
E.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)...... 1
E.2 SOFTWARE QUALITY ASSURANCE REQUIREMENTS................................. 1
E.3 ADDITIONAL CONTRACT QUALITY REQUIREMENTS................................ 2
E.4 ASSIGNMENT OF QUALITY RELIABILITY OFFICER (QRO)......................... 2
E.5 INSPECTION AND ACCEPTANCE............................................... 3
E.5.1 PRELIMINARY INSPECTION AND ACCEPTANCE............................. 3
E.5.2 FINAL INSPECTION AND ACCEPTANCE................................... 3
E.5.3 INSTALLATION INSPECTION AND ACCEPTANCE............................ 3
E.6 AVAILABILITY OF SPECIFICATIONS.......................................... 4
E.7 INSPECTION AND ACCEPTANCE OF CONTRACT DATA REQUIREMENTS................. 4
<PAGE>
Section E, Page 1
PART I - THE SCHEDULE
SECTION E - INSPECTION AND ACCEPTANCE
E.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)
This screening information request (SIR) or contract, as applicable,
incorporates by reference one or more provisions or clauses with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make the full text available, or offerors and contractors may
obtain the full text via Internet from the Federal Aviation Administration (FAA)
home page (http://www.faa.gov).
3.10.4-2 Inspection of Supplies--Fixed-Price April 1996
3.10.4-4 Inspection of Services - Both Fixed-Price & April 1996
Cost Reimbursement
3.10.4-5 Inspection-Time-and-Materials and Labor-Hour April 1996
3.10.4-13 Higher-Level Contract Quality Requirement April 1996
3.10.4-16 Responsibility for Supplies April 1996
* Insert shall read: "ANSI/ASCQ Q-9003-1994, 'Quality Systems-Model
for Quality Assurance in Final Inspection and Test'"
E.2 SOFTWARE QUALITY ASSURANCE REQUIREMENTS
The Contractor shall provide and maintain a software quality assurance program.
This program shall be documented, and shall provide for the procedures and
controls to be utilized by the Contractor and/or subcontractor(s), if
applicable, for assuring that all requirements of the contract are met. As a
minimum, this program shall provide for:
a. A quality assurance (QA) organization that has sufficient
responsibility and authority to identify and evaluate quality problems, and to
initiate, recommend or provide solutions;
b. Procedures and controls to assure adequate configuration management
during all operations through final acceptance;
c. Controls to assure that all inspection and testing is performed in
compliance with contract requirements and that all test data is complete,
correct, traceable, repeatable, and acceptable;
d. Maintenance of a proper record keeping function to provide objective
evidence and traceability of operations performed;
e. If applicable, procedures and controls for assuring that all software
products or services procured from subcontractors conform to contract
requirements;
f. Procedures and controls to assure that all documentation is adequately
reviewed and meets contract requirements;
<PAGE>
Section E, Page 2
PART I - THE SCHEDULE
SECTION E - INSPECTION AND ACCEPTANCE
g. Procedures and controls for the prevention of software deficiencies,
detection and analysis of deficiencies when they do occur, as well as procedures
for corrective action;
h. A system of periodic internal quality audits or review to verify
whether quality activities and related results are in compliance with planned
arrangements, and to verify that the QA program is performing effectively.
E.3 ADDITIONAL CONTRACT QUALITY REQUIREMENTS
In addition to the contract quality requirements described elsewhere in this
document, ANSI/ASQC Q-9003-1994- Quality Systems-Model for Quality Assurance in
Final Inspection and Test shall apply.
E.4 ASSIGNMENT OF QUALITY RELIABILITY OFFICER (QRO)
The following provisions are a part of this contract.
(a) The Government's Quality and Reliability Officer (QRO) assigned to
this contract, and designated as such by the Government, has the authority to
verify that the Contractor's quality system complies with contract requirements,
including the Contractor's Quality System Plan (QSP) (if applicable), to witness
tests, and to inspect and accept or reject supplies provided under this
contract.
(b) Prior to shipment thereof, the Contractor shall submit to the QRO, for
inspection and acceptance, all supplies which are subject to final Government
inspection and acceptance at the Contractor's facilities. Acceptance by the QRO
constitutes verification by the Government that supplies comply with all
contract requirements which are to be completed prior to shipment, including
satisfactory completion of factory tests. Any supplies determined by the QRO to
be nonconforming shall be corrected prior to shipment. All other supplies,
except those specified to be accepted by the Contracting Officer, shall be
submitted to the QRO for final inspection and acceptance prior to shipment.
(c) Failure of the Contractor to maintain and operate a Quality System in
accordance with the terms of the contract may, based upon a written
determination of the QRO (and consistent with the quality system requirements of
the contract), be grounds for rejection of affected supplies.
(d) The Contractor shall provide appropriate office space for the QRO and
his/her staff for the performance of Government evaluations and administrative
functions. The office area shall be secure to accommodate meetings of a
sensitive nature. File cabinets and suitable desks, both with locking
capabilities, typewriters and chairs, all in good repair, and other
miscellaneous office equipment, as required, shall be supplied by the
Contractor. The Contractor shall provide secretarial help, as required by the
QRO, for typing documents related to the contract. A telephone shall be provided
to each desk, with no less than one line per two QRO staff members. The cost of
long distance calls placed by the QRO staff will be borne by the Government. The
Contractor shall provide parking space to the extent available. In the event a
change in location of the QRO staff is required, Contractor/QRO coordination
will take place in order to facilitate Government planning and implementation of
a smooth transition.
<PAGE>
Section E, Page 3
PART I - THE SCHEDULE
SECTION E - INSPECTION AND ACCEPTANCE
(e) Notification of Readiness for Inspection. Unless otherwise specified
in the contract, the Contractor shall notify the designated resident QRO in
writing within 2 workdays (7 workdays if there is not a resident FAA QRO) of the
time (1) when Contractor inspection or tests will be performed in accordance
with the conditions of the contract and (2) when the supplies or services
performed will be ready for government inspection.
E.5 INSPECTION AND ACCEPTANCE
E.5.1 PRELIMINARY INSPECTION AND ACCEPTANCE
Inspection and test associated with preliminary Government acceptance of systems
components and aggregates, including all Hardware/Equipment, along with all
Software, Firmware and Interface requirements shall be performed by the
Contractor at the Contractor's plant and shall be witnessed by the Government's
Quality and Reliability Officer (QRO). Such inspection and testing shall be in
accordance with the document titled "InVision Technologies, Inc., CTX Series
Explosive Detection System, Factory or Site Acceptance Test Procedure" (see
Attachment A, Section J). Additionally, the Government reserves the right to
randomly perform additional preliminary acceptance testing. Thirty days prior to
the performance of such additional testing, the Government shall notify the
Contractor of the general testing requirements.
Preliminary Government acceptance of systems components and aggregates,
including all Hardware/Equipment, along with all Software, Firmware and
Interface requirements shall be made by the Government QRO at the Contractor's
plant.
E.5.2 FINAL INSPECTION AND ACCEPTANCE
Inspection and Final Acceptance by the Government of all Supplies delivered
during performance of this contract shall be performed at the Contractor's plant
or facility by the Government. Inspection and testing performed prior to final
acceptance shall be in accordance with the final acceptance test procedures to
be mutually agreed upon by the Government and the Contractor prior to delivery
of the first CTX 5000SP system. Such final acceptance test procedures shall be
consistent with the FAA's "Final Criteria for the Certification of Explosive
Detection Systems" and the general system requirements detailed in this
contract.
E.5.3 INSTALLATION INSPECTION AND ACCEPTANCE
Installation Inspection and Acceptance shall be performed by the Government at
the installation site in accordance with the installation acceptance test
procedures to be mutually agreed upon by the Government and the Contractor prior
to installation of the first CTX 5000SP system.
<PAGE>
Section E, Page 4
PART I - THE SCHEDULE
SECTION E - INSPECTION AND ACCEPTANCE
E.6 AVAILABILITY OF SPECIFICATIONS
ANSI/ASQC Q-9003-1994 Quality Systems-Model for Quality Assurance in Final
Inspection and Test may be obtained from:
American Society for Quality Control
611 East Wisconsin Avenue
P.O. Box 3005
Milwaukee, Wisconsin 53201-3005
Phone (414) 272-8575
(800) 248-1946
Fax (414) 272-1734
E.7 INSPECTION AND ACCEPTANCE OF CONTRACT DATA REQUIREMENTS
Contract data requirements shall be inspected and accepted in accordance with
CDRL Forms shown in Section J.
<PAGE>
PART I - THE SCHEDULE
SECTION F - DELIVERIES OR PERFORMANCE
<PAGE>
Section F, Page i
PART I - THE SCHEDULE
SECTION F - DELIVERIES OR PERFORMANCE
TABLE OF CONTENTS
F.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)...... 1
F.2 F.O.B. ORIGIN, CONTRACTOR'S FACILITY.................................... 1
F.3 PERIOD OF PERFORCE...................................................... 2
F.4 PLACE OF DELIVERY/PERFORMANCE - NON-DATA ITEMS.......................... 2
F.5 TIME AND PLACE OF DELIVERY - DATA ITEMS................................. 2
F.6 TIME OF DELIVERY - INDEFINITE DELIVERY/INDEFINITE QUANTITY ITEMS........ 3
F.7 TIME OF DELIVERY - TIME AND MATERIAL REQUIREMENTS....................... 5
<PAGE>
Section F, Page 1
PART I - THE SCHEDULE
SECTION F - DELIVERIES OR PERFORMANCE
F.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)
This screening information request (SIR) or contract, as applicable,
incorporates by reference one or more provisions or clauses with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make the full text available, or offerors and contractors may
obtain the full text via Internet from the Federal Aviation Administration (FAA)
home page (http://www.faa.gov).
3.10.1-9 Stop Work Order October 3, 1996
3.10.1-11 Government Delay of Work April 1996
F.2 F.O.B. ORIGIN, CONTRACTOR'S FACILITY
A. The term "f.o.b. origin, Contractor's facility," as used in this clause,
means free of expense to the Government delivered on board the indicated type of
conveyance of the carrier (or of the Government, if specified) at the designated
facility, on the named street or highway, in the city, county, and State from
which the shipment will be made. In accordance with Clause 3.10.4-16,
Responsibility for Supplies, title to all supplies furnished under this
contract, shall pass to the Government upon delivery to the f.o.b. point.
B. The Contractor shall:
1. Pack and mark the shipment to comply with contract specifications; or
in the absence of specifications, prepare the shipment in conformance with
carrier requirements to protect the goods and to ensure assessment of the lowest
applicable transportation charge;
2. Order specified carrier equipment when requested by the Government; or
if not specified, order appropriate carrier equipment not in excess of capacity
to accommodate shipment.
3. Deliver the shipment in good order and condition to the carrier, and
load, stow, trim, block, and/or brace carload or truckload shipment (when loaded
by the Contractor) on or in the carrier's conveyance as required by carrier
rules and regulations.
4. Be responsible for any loss of and/or damage to the goods:
a. Occurring before delivery to the carrier.
b. Resulting from improper packing and marking; or
c. Resulting from improper loading, stowing, trimming, blocking,
and/or bracing of the shipment, if loaded by the Contractor on or in the
carrier's conveyance.
<PAGE>
Section F, Page 2
PART I - THE SCHEDULE
SECTION F - DELIVERIES OR PERFORMANCE
5. Complete the Government bill of lading supplied by the ordering agency
or, when a Government bill of lading is not supplied, prepare a commercial bill
of lading or other transportation receipt. The bill of lading shall show:
a. A description of the shipment in terms of the governing freight
classification or tariff (or Government rate tender) under which lowest freight
rates are applicable.
b. The seals affixed to the conveyance with their serial numbers or
other identification.
c. Lengths and capacities of cars or trucks ordered and furnished.
d. Other pertinent information required to effect prompt delivery to
the consignee, including name, delivery address, postal address and ZIP code of
consignee, routing, etc.
e. Special instructions or annotations requested by the ordering
agency for commercial bills of lading; e.g., (1) "to be converted to a
Government bill of lading," or (2) "this shipment is the property of, and the
freight charges paid to the carrier(s) will be reimbursed by, the Government."
f. The signature of the carrier's agent and the date the shipment is
received by the carrier.
6. Distribute the copies of the bill of lading, or other transportation
receipts, as directed by the ordering agency.
F.3 PERIOD OF PERFORCE
The period of performance of this contract shall be from date of contract award
through two (2) years from date of contract award.
F.4 PLACE OF DELIVERY/PERFORMANCE - NON-DATA ITEMS
The place of delivery or performance shall be as specified in individual
delivery orders.
F.5 TIME AND PLACE OF DELIVERY - DATA ITEMS
Time and place of delivery of all contract data requirements shall be as
detailed in the applicable Contract Data Requirements List (CDRL), Section J.
<PAGE>
Section F, Page 3
PART I - THE SCHEDULE
SECTION F - DELIVERIES OR PERFORMANCE
F.6 TIME OF DELIVERY - INDEFINITE DELIVERY/INDEFINITE QUANTITY ITEMS
The time of delivery schedule for all contract line items (CLINs) shall be as
specified in individual delivery orders; however, the Government shall not order
nor shall the Contractor be required to deliver indefinite delivery/indefinite
quantity units in excess of the rates indicated below. However, the Government
agrees to order the minimum quantity of 54 CLIN 0001 items in the initial
delivery order, concurrent with contract award.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CLIN MAXIMUM SCHEDULE
QUANTITY
--------------------------------------------------------------------------------
0001 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; I0 each per month thereafter.
--------------------------------------------------------------------------------
0002 100 Commencing January 1997, 0 each per month the first
two months, 3 each the third month; 2 each per month
the fourth and fifth months; 3 each the sixth month; 4
each the seventh month; 6 each per month the eighth
and ninth months; 8 each the tenth month; 10 each per
month thereafter.
--------------------------------------------------------------------------------
0003 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0004 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0005 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months;
8 each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
<PAGE>
Section F, Page 4
PART I - THE SCHEDULE
SECTION F - DELIVERIES OR PERFORMANCE
--------------------------------------------------------------------------------
0006 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0007 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0008 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0009 100 Commencing January 1997, 0 each per month the first
two months, 3 each the third month; 2 each per month
the fourth and fifth months; 3 each the sixth month; 4
each the seventh month; 6 each per month the eighth
and ninth months; 8 each the tenth month; 10 each per
month thereafter.
--------------------------------------------------------------------------------
0010 100 Contractor shall deliver first volume no later than 31
March 1997 conditioned upon receipt from the FAA of
direction and GFP/GFE NLT Jan. 1997. For CTX-5000SP
systems delivered prior to 31 March 1997, initial
volume installation shall be performed by the
Contractor at system installation site. For CTX 5000SP
systems delivered after 31 March 1997, initial volume
shall be installed by the Contractor during
manufacture of CTX 5000SP.
Subsequent volume deliveries (replacements) will be
performed at the government's discretion upon a
reasonable schedule agreed to by the Contractor and
conditioned upon timely receipt of GFP/GFE.
--------------------------------------------------------------------------------
0011 100 Commencing January 1997, 0 each per month the first
month, 2 each the second month, 1 each the third
month; 2 each per month the fourth and fifth months;
3 each the sixth month; 4 each the seventh month;
6 each per month the eighth and ninth months; 8 each
the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
<PAGE>
Section F, Page 5
PART I - THE SCHEDULE
SECTION F - DELIVERIES OR PERFORMANCE
--------------------------------------------------------------------------------
0012 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0013 100 Commencing January 1997, 1 each per month the first
three months; 2 each per month the fourth and fifth
months; 3 each the sixth month; 4 each the seventh
month; 6 each per month the eighth and ninth months; 8
each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0014 100 Commencing January 1997, 1 each per month the first
three months, 2 each per month the fourth and fifth
months, 3 each the sixth month, 5 each per month
thereafter.
--------------------------------------------------------------------------------
0015 100 Commencing January 1997, 1 each per month the first
three months, 2 each per month the fourth and fifth
months, 3 each the sixth month, 4 each per month
thereafter.
--------------------------------------------------------------------------------
0016 100 Commencing January 1997, 1 each per month the first
three months, 2 each per month the fourth and fifth
months, 3 each the sixth month, 4 each per month
thereafter.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
F.7 TIME OF DELIVERY - TIME AND MATERIAL REQUIREMENTS
The time of delivery schedule for all contract line item (CLIN) 0017
requirements shall be as specified in individual task orders.
<PAGE>
PART I - THE SCHEDULE
SECTION G - CONTRACT ADMINISTRATION DATA
<PAGE>
Section G, Page i
PART I - THE SCHEDULE
SECTION G - CONTRACT ADMINISTRATION DATA
TABLE OF CONTENTS
G.I CONTACT ADMINISTRATION (FAA)............................................ 1
G.2 FAAAMS 3.10.1-22 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE......... 2
G.3 INVOICES................................................................ 2
G.4 ORDERING (FAAAMS 3.2.4-16, OCTOBER 3, 1996)............................. 3
G.5 CORRESPONDENCE PROCEDURES............................................... 3
G.6 TRAVEL COSTS (APPLICABLE TO CLINS 0014, 0017 AND 0018).................. 3
<PAGE>
Section G, Page 1
PART I - THE SCHEDULE
SECTION G - CONTRACT ADMINISTRATION DATA
G.I CONTACT ADMINISTRATION (FAA)
a. CONTRACTING OFFICER: The FAA Contracting Officer's name and address are as
follows:
Federal Aviation Administration
Mr. Kyle Richmond
ASU-360B
800 Independence Ave.
Washington, DC 20591
Telephone (202)267-7851
Fax (202)267-5149
b. SECURITY EQUIPMENT PRODUCT LEAD
Federal Aviation Administration
Mr. Ronald R. Polillo
AAR-600
800 Independence Ave.
Washington, DC 20591
Telephone (202) 493-4801
Fax(202) 267-7154
c. QUALITY RELIABILITY OFFICER (QRO)
TBD
d. CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR)
TBD
(1) The COTR is responsible for monitoring progress and overall technical
management of the work hereunder and shall be contacted regarding questions
or problems of a technical nature. In no event, however, will any
understanding or agreement, modification, change order, or other matter
deviating from the terms of the contract between the Contractor and any
person other than the Contracting Officer be effective or binding upon the
Government, unless a contract modification or letter of direction is
executed by the Contracting Officer prior to completion of this contract.
(2) On all matters that pertain to contract terms, the Contractor shall
contact the Contracting Officer. When, in the opinion of the Contractor,
the COTR requests effort outside the existing scope of the contract, the
Contractor will promptly notify the Contracting Officer. No action shall
<PAGE>
Section G, Page 2
PART I - THE SCHEDULE
SECTION G - CONTRACT ADMINISTRATION DATA
be taken by the Contractor under such request unless and until the
Contracting Officer has issued a letter of direction or a contract
modification.
G.2 FAAAMS 3.10.1-22 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE
CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (JULY 1996)
(a) The Contracting Officer may designate other Government personnel (known as
the Contracting Officer's Technical Representative) to act as his or her
authorized representative for contract administration functions which do not
involve changes to the scope, price, schedule, or terms and conditions of the
contract. The designation will be in writing, signed by the Contracting Officer,
and will set forth the authorities and limitations of the representative(s)
under the contract. Such designation will not contain authority to sign
contractual documents, order contract changes, modify contract terms, or create
any commitment or liability on the part of the Government different from that
set forth in the contract.
(b) The Contractor shall immediately contact the Contracting Officer is there
is any question regarding the authority of an individual to act on behalf of the
Contracting Officer under this contract.
(END OF CLAUSE)
G.3 INVOICES
The Federal Aviation Administration intends to make payment within 30 days of
receipt of a properly prepared invoice submitted to the billing office below:
Federal Aviation Administration
Accounts Payable Branch (ABA-222)
800 Independence Avenue, SW
Washington, DC 20591
The Contractor shall submit an original and three copies of all invoices to the
above designated billing office on a monthly basis. Certification of the
invoices will be based on ACO and/or COAR review.
The Contractor shall also provide simultaneously with the original, a copy of
each certified invoice to the following:
Federal Aviation Administration
Mr. Kyle Richmond
Contracting Officer, ASU-360B
800 Independence Avenue, SW
Washington, DC 20591
<PAGE>
Section G, Page 3
PART I - THE SCHEDULE
SECTION G - CONTRACT ADMINISTRATION DATA
The payment will be made pursuant to the "Mandatory Information for Electronic
Funds Transfer Payment Methods" clause in Section I of this contract.
G.4 ORDERING (FAAAMS 3.2.4-16, OCTOBER 3, 1996)
(a) Any supplies and services to be furnished under this contract shall be
ordered by issuance of delivery orders or task orders by the Contracting
Officer. Such orders may be issued for two years from the date of contract
award.
(b) All delivery orders or task orders are subject to the terms and conditions
of this contract. In the event of conflict between a delivery order or task
order and this contract, the contract shall control.
(c) If mailed, a delivery order or task order is considered "issued" when the
Government deposits the order in the mail. Orders may be issued orally, by
facsimile, or by electronic commerce methods only if authorized in the Schedule.
(END OF CLAUSE)
G.5 CORRESPONDENCE PROCEDURES
To promote timely and effective contract administration, correspondence
submitted under this contract shall be subject to the following procedures
(except for invoices and deliverable items):
a. All correspondence relative to this contract shall be addressed to the
Contracting Officer, ASU-360B. Correspondence of a technical nature shall
include an information copy addressed to the Contracting Officer's
Technical Representative (COTR).
b. MAIL: The Contractor shall use discretion in the use of"express" or
"overnight" mail. These premium services should be used sparingly and in
situations where the regular U.S. mail system would not be adequate for the
timely transfer of technical or contract related documentation. Use of
electronic mail or facsimile (FAX) service is encouraged where appropriate.
G.6 TRAVEL COSTS (APPLICABLE TO CLINS 0014, 0017 AND 0018)
a. Travel shall be reimbursed on a cost plus no fee basis, subject to Joint
Federal Travel Regulations (JFTR) guidelines and any other limitations
cited below.
1. The Government will reimburse the Contractor, up to amounts allowed by
the JFTR, for reasonable travel expenditures, incurred in the
performance of this contract. In maintaining a policy of keeping
travel costs 'reasonable' in the performance of this contract, the
Contractor agrees to use a cost effective approach and continuously
pursue opportunities to lower and contain travel costs using, where
practical, group rate arrangements, off-peak travel itineraries and
other similar travel cost containment
<PAGE>
Section G, Page 4
PART I - THE SCHEDULE
SECTION G - CONTRACT ADMINISTRATION DATA
methods. Further, the Contractor agrees to effect procedures to ensure
Government reimbursable travel expenditures are only incurred when
absolutely necessary. To assist it in determining reasonable travel
cost objectives, as needed, the Contractor is encouraged to contact
the FAA travel office for general guidance. Further, to mitigate the
inherently higher rates associated with urgent emergent travel, the
Contractor agrees to contact, reasonably in advance, the Contracting
Officer for assistance prior to executing such travel, unless
documented circumstances clearly indicate such advance contact was not
possible.
2. Incurred travel costs, listed below, will be disallowed for Government
reimbursement and considered as being expenditures to be absorbed by
the Contractor. Included are costs:
(i) in excess of amounts allowed by the JFTR;
(ii) within a Government installation, where Government
transportation is available;
(iii) for personal convenience, including daily travel to and from
work;
(iv) in the case of urgent emergent travel, in excess of amounts
allowed by the JFTR, due to the Contractor not requesting
Contracting Officer assistance reasonably in advance except
for justifiable and documented circumstances which prevented
such advance contact from being possible; and
(v) in the replacement of personnel, when such replacement is
accomplished for the Contractor's or employee's convenience
In the case of urgent emergent travel, if the Contracting Officer's assistance
has been reasonably requested in advance, or if requested as soon as practical
after commencement of travel and properly justified and documented, the
Contracting Officer may authorize, on a case-by-case basis, reimbursement for
amounts in excess of JFTR rates. The Contractor shall implement procedures to
minimize urgent emergent travel. Any Contracting Officer decision regarding
reimbursement of travel costs in excess of amounts allowed by JFTR, for urgent
emergent travel, shall be a unilateral decision, not subject to dispute or any
right contained in clause I.10 (disputes clause), of this contract.
3. Relocation and travel costs incident to relocation will only be
reimbursable by the Government if such costs are:
(i) in conformance with existing company policy;
(ii) represent the most cost effective approach among all other
potential alternatives; and
(iii) are specifically authorized by the Contracting Officer in advance
of being incurred.
If the Contractor anticipates relocation costs will be incurred, the Contractor
must submit, to the Contracting Officer, reasonably in advance, a written
request with detailed justification and a cost/benefit analysis of alternatives.
The Contracting Officer shall make a unilateral decision, on the request, which
will not be subject to dispute or any other recourse contained in this contract.
<PAGE>
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
<PAGE>
Section H, Page i
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
TABLE OF CONTENTS
H.1 SYSTEM INTEGRATION CONTRACTOR RELATIONSHIP.............................. 1
H.2 CONTRACT SUPPORT SERVICES - ESTABLISHMENT OF A CONTRACT
LIAISON OFFICE.......................................................... 3
H.3 MINIMUM AND MAXIMUM CONTRACT AMOUNTS.................................... 5
H.4 WARRANTY OF SUPPLIES.................................................... 6
H.5 TASK ORDER PROCEDURES (APPLICABLE TO CLIN # 0017)....................... 8
H.6 DELIVERY ORDER PROCEDURES (APPLICABLE TO CLIN #S 0001-0016 )............ 9
H.7 DISSEMINATION OF CONTRACT INFORMATION................................... 10
H.8 SECURITY CLEARANCES..................................................... 11
H.9 INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS BY
REFERENCE............................................................... 11
H.10 FINAL PAYMENT TERMS.................................................... 11
<PAGE>
Section H, Page 1
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.1 SYSTEM INTEGRATION CONTRACTOR RELATIONSHIP
a. The Contractor shall enter into a Liaison Agreement (the "Agreement") with
the FAA's System Integration Contractor. All parties to the Agreement shall
comply with the terms of the Agreement for the duration of this contract.
The System Integration Contractor shall not, by execution of the Agreement,
be considered as a subcontractor for the purposes of this contract. The FAA
Contracting Officer for the System Integration Contract is Ms. Mary
McGrath, ASU-360, FOB 10A, 800 Independence Avenue, SW, Washington, DC
20024,
b. The Agreements shall facilitate the exchange of data and information
between the System Integration Contractor and the Contractor as reasonable
and necessary for the successful integration and implementation of contract
deliverables in Section B.
c. As a minimum, the Agreements shall provide for the following:
1. As requested by the System Integration Contractor, the Contractor
shall provide the System Integration Contractor all necessary
interface data for the successful integration and implementation of
the contract deliverables.
2. Concurrent with its submittal to the Government of each proposed
engineering change, the Contractor shall provide to the System
Integration Contractor any interface data that the Contractor believes
is changed or impacted by the proposed engineering change. The
Contractor will communicate to the System Integration Contractor in a
reasonable and efficient manner the details of any known impact of the
proposed engineering change on the FAA's Configuration Management
Plan, and any information regarding the Contractor's projected and
actual costs and schedule that is necessary for the System Integration
Contractor to evaluate the proposed engineering change.
3. Concurrent with its submittal to the Government, the Contractor shall
coordinate each proposed contract specification change, deviation and
waiver that impacts the integration and implementation of the contract
deliverables with the System Integration Contractor. The Contractor
shall provide to the System Integration Contractor interface data that
is necessary for the System Integration Contractor to evaluate the
proposed specification change, deviation or waiver.
4. The Contractor shall promptly disclose to the System Integration
Contractor material interface problems known to the Contractor which,
if unresolved, would prevent successful integration and implementation
of the contract effort with other systems or subsystems. If an
interface problem is proposed to be resolved by a change in the
contract specifications, the Contractor shall do so as described in
c.2 above.
5. Unless restricted by the Government, the System Integration Contractor
shall be permitted to attend all meetings between the Contractor and
the Government pertaining to CTX 5000SP integration issues or matters
and the Contractor shall be permitted to attend all meetings between
the System Integration Contractor and the Government pertaining to CTX
5000SP integration issues.
<PAGE>
Section H, Page 2
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
6. As may be necessary to accomplish the purposes of the Agreement,
representatives of the Contractor shall meet from time to time at the
Contractor's facility with the System Integration Contractor.
7. The System Integration Contractor shall be permitted to monitor all
acceptance testing by the Contractor in connection with this contract
which the Government has the right to witness and the Contractor shall
be permitted to monitor all testing by the System Integration
Contractor in connection with the Systems Integration Contract as it
pertains to the CTX 5000SP.
8. In accordance with paragraph (d) of this agreement, the System
Integration Contractor and the Contractor shall agree on the
procedures for the proper protection of proprietary information owned
by the Contractor and disclosed to the System Integration Contractor,
and of proprietary information owned by other contractors and
disclosed to the Contractor. The System Integration Contractor will
agree to use the proprietary information owned by the Contractor,
whether provided by the Government, the Contractor or any other
contractor or subcontractor solely for the performance of the System
Integration Contract and execute an appropriate non-disclosure
agreement.
d. The Contractor may receive proprietary information owned by other FAA
contractors from the System Integration Contractor or the Government.
Except with the prior written permission of the owner of the proprietary
information, the Contractor shall not release, use or disclose, in whole or
part, proprietary information owned by another person. Neither this
contract nor the Agreement shall affect the right of the Government, the
Contractor, the Contractor's subcontractors, the System Integration
Contractor, the System Integration Contractor's subcontractors, or any
other FAA contractor to use proprietary information if such information is
lawfully obtained on an unrestricted basis from any source.
At no time during the performance of this contract is the Contractor
required to release proprietary information, or proprietary direct or
indirect rate information to the System Integration Contractor. Should any
inadvertent release occur, neither this contract nor the Agreement shall be
the basis for any liability on the part of the Government for the use,
release or disclosure, by the System Integration Contractor of any
proprietary information owned by the Contractor.
Raytheon Corporation, a System Integration Contractor, or one of its
subcontractors, will be responsible for in-plant acceptance testing and
site inspection tests. The Government will require Lockheed-Martin
Corporation, a System Integration Contractor, to provide an acceptable
Mitigation Plan in order to avoid an organizational conflict of interest.
The Contracting Officer responsible for the System Integration Contract
with Lockheed-Martin Corporation will be solely responsible for acceptance
or rejection of the Lockheed-Martin Mitigation Plan. The purpose of the
Mitigation Plan will be to prevent any competitive advantage which may
result from Lockheed-Martin receiving proprietary information possessed by
Invision Technologies, Inc. regarding the CTX 5000SP.
<PAGE>
Section H, Page 3
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
The Contractor agrees that it shall use proprietary information owned by
others, whether provided by the Government, the System Integration
Contractor or any other contractor or subcontractor, solely for the
performance of this contract. This provision, however, shall not affect the
right of the Contractor or any of its subcontractors to use such
proprietary information for other purposes if the information is lawfully
obtained on an unrestricted basis from any source.
e. The Contractor shall provide the Contracting Officer with one copy of each
Agreement entered into with the System Integration Contractor and any
Amendments thereto.
f. The Contractor shall use its best efforts to include the requirements of
this agreement in its subcontracts in excess of $100,000.
g. Nothing in this contract or in the Agreement shall be deemed to be a basis
for the alteration of, deviation from or failure to comply with, the terms
and provisions of this contract. In the event of a conflict between any of
the terms and provisions of this contract and the Agreement, the terms and
provisions of this contract shall control with respect to the parties to
this contract.
H.2 CONTRACT SUPPORT SERVICES - ESTABLISHMENT OF A CONTRACT LIAISON OFFICE
The Government has entered into a contract with CEXEC, Inc. for Contract Support
Services (CSS). Under the contract CEXEC is required to provide CSS to the
Contracting Officer through the establishment by CEXEC of a Contract Liaison
Office (CLO) in the Contractor's plant. The CLO will be staffed for the duration
of the contract by a Contracting Officers Administrative Representative (COAR)
and a Production Surveillance Representative (PSR). The COAR and the PSR will be
provided by CEXEC.
No contracting officer authority has been delegated to CEXEC, the COAR or the
PSR. The COAR and the PSR have no authority to change any of the terms of the
contract or to issue any direction, assignment of work or communication which
would be a basis for any change in the contract terms (including but not limited
to the contract delivery schedule or price) or which would affect the time or
cost of performance of the contract. If the Contractor believes that it has
received any direction from the COAR or PSR which would be a basis for a change
in any of the contract terms, or would affect the time or cost of performance of
the contract, the Contractor shall not comply with the direction and shall
notify the Contracting Officer immediately.
The COAR may attend negotiation sessions with the Contracting Officer, but has
no authority to negotiate directly or independently with the Contractor.
The duties of the COAR in support of the Contracting Officer include but are not
limited to the following:
<PAGE>
Section H, Page 4
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
A. Providing representative support to the Contracting Officer.
B. Participating in post award conferences.
C. Reviewing the Contractor's requests for payment.
D. Reviewing the Contractor's purchasing system.
E. Expediting actions for the Contracting Officer and the Contractor.
F. Reviewing proposed subcontracts for the Contracting Officer's consent.
G. Assuring Contractor compliance with subcontracting plans.
H. Assuring submission of required deliverables.
I. Reviewing and evaluating the Contractor's proposals, including costs, and
providing comments.
J. Reviewing labor relations matters.
K. Assisting the Contractor in obtaining contract interpretation from the
Contracting Officer.
The duties of the PSR may include but are not limited to the following:
A. Evaluating the Contractor's production plans, including the identification
of pacing events and critical milestones and verifying their
reasonableness.
B. Participating in design reviews and assessing producibility and
manufacturing capability.
C. Providing production surveillance through follow-on plant visits.
D. Assisting in problem resolution and providing expediting assistance.
E. Providing advice to the Contracting Officer on matters relating to
industrial management, industrial engineering, resource management, and
program planning.
From time to time the Contracting Officer will require CEXEC to provide other
services. In all cases, the Contracting Officer will notify the Contractor in
writing what specific duties the COAR and the PSR are required to perform.
Unless specified otherwise by the Contracting Officer, the COAR and the PSR
shall be provided access to all information pertinent to. the contract to which
the Government has a right of access.
The FAA Contracting Officer wants to ensure that the intent of the above
agreement involving the COAR and the PSR in the performance of their assigned
duties, is understood by all parties to be applicable to the COAR and PSR
positions, irrespective of changes in personnel employed by the FAA or CEXEC, or
of a change in the Contractor providing the contract support services. Further,
the terms information and data in this agreement apply to supporting
information/data for deliverables under the contract, whether or not the
information/data is a deliverable in itself. The Contractor will be under no
obligation to generate information/data for compliance.
The Contractor shall provide office space for the CLO (sufficient for three
persons) including furniture, file cabinets, local telephone service, internal
mail service, copying service and parking.
The cost of long distance calls placed by the Contract Liaison Office
representatives will be by Contractor-accepted practices for on-site Government
representatives.
<PAGE>
Section H, Page 5
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.3 MINIMUM AND MAXIMUM CONTRACT AMOUNTS
During the term of this contract, the Government shall order and the Contractor
shall furnish not less than the minimum and not more than the maximum number of
supplies detailed below.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CLIN DESCRIPTION MINIMUM MAXIMUM
--------------------------------------------------------------------------------
0001 CTX 5000SP EXPLOSIVES DETECTION SYSTEM 54 100
--------------------------------------------------------------------------------
0002 IMAGE QUALITY TEST KIT (IQTK) 54 100
--------------------------------------------------------------------------------
0003 POWER INCLINED ENTRANCE CONVEYOR * 100
--------------------------------------------------------------------------------
0004 LUGGAGE POSITIONING ADAPTER * 100
--------------------------------------------------------------------------------
0005 POWERED FLAT ENTRANCE CONVEYOR * 100
--------------------------------------------------------------------------------
0006 PLC JUNCTION WITH STANDARD INTERFACE SOFTWARE 10 100
--------------------------------------------------------------------------------
0007 EXIT SLIDE 6 100
--------------------------------------------------------------------------------
0008 REMOTE LOCATION OF OPERATOR CONSOLE PACKAGE 6 100
--------------------------------------------------------------------------------
0009 THREAT IMAGE PROJECTION (TIP) PACKAGE 54 100
--------------------------------------------------------------------------------
0010 TIP LIBRARY (VOLUMES) 648 1200
--------------------------------------------------------------------------------
0011 FIELD DATA REPORTING AND IMAGE DISPLAY PACKAGE 54 100
--------------------------------------------------------------------------------
0012 FIRST YEAR WARRANTY - PARTS AND LABOR 54 100
--------------------------------------------------------------------------------
0013 FIRST YEAR WARRANTY - EXTENDED HOURS 10 100
--------------------------------------------------------------------------------
0014 OPERATOR TRAINING CLASS 15 100
--------------------------------------------------------------------------------
0015 INSTRUCTOR TRAINING CLASS 5 50
--------------------------------------------------------------------------------
0016 ENGINEER MAINTENANCE TRAINING CLASS 5 50
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
-- The COMBINED minimum order quantity for CLINs 0003, 0004 and 0005 under this
contract shall be 54 units.
<PAGE>
Section H, Page 6
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.4 WARRANTY OF SUPPLIES
a. Definitions
'ACCEPTANCE,' means the act of an authorized representative of the
Government by which the Government assumes for itself, or as an
agent of another, ownership of existing supplies, or approves
specific services as partial or complete performance of the contract.
'CORRECTION,' means the elimination of a defect.
'SUPPLIES,' means the end item furnished by the Contractor and related
services required under the contract. The word does not include
'data.'
b. Contractor's obligations
1. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS CONTRACT, THIS WARRANTY
IS THE ONLY WARRANTY MADE BY INVISION WITH RESPECT TO SUPPLIES
DELIVERED HEREUNDER, AND MAY BE MODIFIED OR AMENDED ONLY BY A WRITTEN
INSTRUMENT SIGNED BY A DULY AUTHORIZED OFFICER OF INVISION AND
ACCEPTED BY THE GOVERNMENT. Notwithstanding inspection and acceptance
by the Government of supplies furnished under this contract, or any
condition of this contract concerning the conclusiveness thereof, the
Contractor warrants that for I year after system(s) final acceptance -
(i) All supplies furnished under this contract will be free from
defects in material or workmanship and will conform with all
requirements of this contract; and
(ii) The preservation, packaging, packing, marking, and the
preparation for, and method of shipment of such supplies will
conform with the requirements of this contract.
2. When return, correction, or replacement is required, transportation
charges and responsibility for the supplies while in transit shall be
borne by the Contractor. However, the Contractor's liability for the
transportation charges shall not exceed an amount equal to the cost of
transportation by the usual commercial method of shipment between the
place of delivery specified in this contract and the Contractor's
plant, and return.
3. For any supplies or parts thereof, corrected or furnished as a
replacement to the original system, the replacement part shall be
warranted for whatever time remained on the original system when the
original part being replaced failed. If the replacement part is
covered under a commercial warranty, and time remains on this
commercial warranty after the warranty time assigned to the original
system has expired, the replacement part will be warranted under that
commercial warranty until that commercial warranty expires.
<PAGE>
Section H, Page 7
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
The Contractor shall ensure the maintenance management system is
capable of determining whether provided system parts are warranted
under this contract or other commercial warranties or both and from
which historical part failure and use data can be extracted in
detailed and summary formats.
4. All implied warranties of merchantability and fitness for a particular
purpose are excluded from any obligation contained in this contract.
IN NO EVENT SHALL INVISION BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
OR SPECIAL DAMAGES (INCLUDING ANY LOSS OF USE, BUSINESS, OR THE LIKE,
EVEN IF INVISION HAS BEEN ADVISED OF THE POSSIBILITY OF THE. SAM]E),
ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE
OF INVISION'S PRODUCTS.
c. Remedies available to the Government
1. The Contracting Officer shall give written notice to the Contractor of
any breach of warranties within 30 days of discovery of the defect.
2. Within a reasonable time after the notice, the Contracting Officer may
either -
(i) Require, by written notice, the prompt correction or
replacement of any supplies or parts thereof (including
preservation, packaging, packing, and marking) that do not
conform with the requirements of this contract; or
(ii) Retain such supplies and reduce the contract price by an
amount equitable under the circumstances.
(iii) Notwithstanding 2(ii) above, in all cases the Contractor
will first be provided the opportunity to correct or replace
the supplies that do not conform to the requirements of the
contract.
3. (i) The Contracting Officer may, by contract or otherwise,
correct or replace the nonconforming supplies with similar
supplies from another source and charge to the Contractor
the cost occasioned to the Government thereby if the
Contractor---
A. Fails to make redelivery of the corrected or replaced
supplies within the time established for their return;
or
B. Fails either to accept return of the nonconforming
supplies or fails to make progress after their return
to correct or replace them so as to endanger
performance of the delivery schedule, and in either of
these circumstances does not cure such failure within a
period of 10 days (or
<PAGE>
Section H, Page 8
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
such longer period as the Contracting Officer may
authorize in writing) after receipt of notice from the
Contracting Officer specifying such failure.
(ii) Instead of correction or replacement by the Government, the
Contracting Officer may require an equitable adjustment of
the contract price. The C,O, may require such an equitable
adjustment only if the contractor fails to make redelivery
of the corrected or replaced supplies within the time
established for their return or within a reasonable time if
no time is established. In addition, if the Contractor fails
to furnish timely disposition instruction, the Contracting
Officer may dispose of the nonconforming supplies for the
Contractor's account in a reasonable manner. The Government
is entitled to reimbursement from the Contractor, or from
the proceeds of such disposal, for the reasonable expenses
of the care and disposition of the nonconforming supplies,
as well as for excess costs incurred or to be incurred.
4. The rights and remedies of the Government provided in this warranty
agreement are in addition to and do not limit any rights afforded to
the Government by any other non-warranty provision of this contract.
5. The Contractor shall be liable for the reasonable costs of disassembly
and/or reassembly of larger items when it is necessary to remove the
supplies to be inspected and/or returned for correction or
replacement.
H.5 TASK ORDER PROCEDURES (APPLICABLE TO CLIN # 0017)
a. GENERAL. Services to be performed under the referenced Contract Line Item
Numbers (CLINs) shall be ordered by the issuance of Task Orders.
b. FORMAT. The Contracting Officer will issue all Task Orders, in writing, to
the Contractor using FAA Form 4400-18 (Order for Supplies or Services), or
on Standard Form 30 (Amendment of Solicitation/Modification of Contract) in
the case of a modification to an order. Each Task Order issued shall
contain the following minimum information:
1. A Task Order number;
2. Appropriate FAA points-of-contact;
3. A period-of-performance;
4. A description of the work to be performed which is within the scope of
the statement-of-work for this contract;
5. A list of deliverables and the required delivery schedule;
6. A description of any authorized travel including to and from points;
7. A maximum allowable travel amount;
<PAGE>
Section H, Page 9
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
8. A maximum allowable material and Other Direct Costs (ODC) amount;
9. A description of any Government-Furnished Information or Property to be
provided with delivery locations and required delivery dates;
9. A Task Order maximum amount;
10. Applicable appropriation and accounting data;and
11. Applicable payment procedures
c. PROCEDURES. Each Task Order will be prepared by the COTR specified in
Section G.I, unless a subsequent modification to this contract has
designated another COTR for a specific Task Order, in which case, that COTR
shall prepare the Task Order. In preparing Task Orders, COTRs shall
coordinate with the Contractor to estimate resources (time, material,
travel and GFP/GFI support) needed to accomplish the Task Order
requirements. Upon final preparation, and at least 24 hours prior to
issuance of the Task Order, the COTR who prepared the Task Order and
Contractor's assigned Project Manager shall review, sign and date the
completed Task Order and forward it to the Contracting Officer by facsimile
transmission or other rapid communication method. Upon receipt, the
Contracting Officer shall check the Task Order for acceptability, accuracy
and completeness; include additional information if necessary; and forward
the Task Order to the Contractor at least 24 hours prior to commencement of
performance. Upon receipt, the Contractor shall review and acknowledge
acceptance of the Task Order by signing and dating the order and
expeditiously returning the signed Task Order to the Contracting Officer by
facsimile transmission or other rapid communication method. If the
Contractor determines that the Task Order, as written, is unacceptable, the
Contractor shall immediately notify the Contracting Officer and detail the
reasons for its position. Upon receipt of this notification, the
contracting Officer will initiate action, as appropriate. Upon receipt of
an acceptable signed Task Order from the Contractor, the Contracting
Officer will countersign and date the Task Order.
H.6 DELIVERY ORDER PROCEDURES (APPLICABLE TO CLIN #S 0001-0016 )
a. GENERAL. Items to be delivered under the referenced Contract Line Item
Numbers (CLINs) shall be ordered via the issuance of Delivery Orders.
b. FORMAT. The Contracting Officer will issue Delivery Orders, in writing, to
the Contractor, using FAA Form 4400-18 (Order for Supplies or Services), or on
Standard Form 30 (Amendment of Solicitation/Modification of Contract) in the
case of a modification to an order. Each Delivery order issued shall contain the
following minimum information
1. A Delivery Order number;
2. Appropriate FAA points-of-contact;
3. A period-of-performance;
4. A list of deliverables and the delivery schedule;
5. A description of authorized travel including to and from points
6. A maximum allowable travel amount;
<PAGE>
Section H, Page 10
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
7. A description of any Government-Furnished Information or Property to
be provided with delivery locations and required delivery dates;
8. A delivery order maximum amount;
9. Applicable appropriation and accounting data; and
10. Applicable payment procedures.
c. PROCEDURES. Each Delivery Order shall be prepared by the COTR and
forwarded to the Contracting Officer for review and signature. Upon receipt, the
Contracting Officer shall check the Delivery Order for acceptability, accuracy
and completeness and shall forward the Order to the Contractor. Upon receipt,
the Contractor shall review and acknowledge acceptance of the Delivery Order by
signing and dating the order and expeditiously returning the signed Delivery
Order to the Contracting Officer by facsimile transmission or other rapid
communication method. If the Contractor determines that the Delivery Order, as
written, is unacceptable, the Contractor shall immediately notify the
Contracting Officer and detail the reasons for its position. Upon receipt of
this notification, the Contracting Officer will initiate action, as appropriate.
Upon receipt of an acceptable, signed Delivery Order from the Contractor, the
Contracting Officer will countersign and date the Order.
d. MINIMUM LEAD TIME - ORDER TO DELIVERY. Via issuance of delivery orders,
the Government shall afford the Contractor a minimum lead time from date of
Contracting Officer signature to required date of item delivery, as follows:
CLIN LEAD TIME
0001 Except for units to be ordered at date of contract and to be delivered
in 1997, a minimum of 6 months from date of order to date of delivery.
0002 Except for units to be ordered at date of contract and to be delivered
in 1997, a minimum of 60 days from date of order to date of delivery.
0003-0008 Except for units to be ordered at date of contract and to be delivered
in January through March 1997, a minimum of 90 days from date of order
to date of delivery.
0009-0012 Not applicable. Item to be ordered with CLIN 0001.
0013-0016 Except for units to be ordered at date of contract and to be delivered
in January through March 1997, a minimum of 60 days from date of order
to date of delivery.
H.7 DISSEMINATION OF CONTRACT INFORMATION
The Contractor shall not publish, permit to be published, or distribute for
public consumption any information, oral or written, concerning the results or
conclusions made pursuant to the performance of this contract, without the prior
written consent of the Contracting Officer. This statement includes
<PAGE>
Section H, Page 11
PART I - THE SCHEDULE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
seminars, professional society meeting/conferences and meetings with foreign
dignitaries both government and from the private sector. Two copies of any
material proposed to be published or distributed shall be submitted to the
Contracting Officer. The following schedule is established as a guideline when
requesting consent (calendar days):
- Written information - 15 days
- Oral information - 15 days
- Congressional information - 10 days
Any Contractor proposals for perspective work, exclusive of this contract, for
which the Contractor may employ information generated in the performance of this
contract, the Contractor is required only to notify the Contracting Officer of
its intent to submit a proposal. Such notification shall include a brief
description of the requirement for which the Contractor is proposing and
indicate the Government or business entity to which the proposal is being
submitted.
H.8 SECURITY CLEARANCES
The Government reserves the right to require security clearances for FAA
locations, as deemed necessary. Should the clearance be required, the Contractor
shall follow FAA order 1600.54B, entitled FAA Automated Information Systems
Security Handbook.
H.9 INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS BY REFERENCE
All representations, certifications and other written statements made by the
Contractor in response to Section K of the SIR, incident to award of this
contract or modification of this contract, are hereby incorporated by reference
into this contract with the same force and effect as if they were given in full
text herein.
H.10 FINAL PAYMENT TERMS
1. Ninety five percent (95%) of the total price for all supplies delivered
hereunder (CLINs 0001-0012) is payable upon final acceptance at the
Contractor's plant or facility.
2. The outstanding five percent (5%) of the total price for all supplies
delivered hereunder (CLINs 0001-0012) is payable upon final acceptance of
the installation at the installation site.
3. All other supplies or services delivered hereunder shall be billed and paid
for as specified under individual Delivery or Task Orders.
<PAGE>
PART I - THE SCHEDULE
SECTION I - CONTRACT CLAUSES
<PAGE>
Section I, Page i
PART I - THE SCHEDULE
SECTION I - CONTRACT CLAUSES
TABLE OF CONTENTS
I.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE.................. 1
I.2 3.2.4-20 INDEFINITE QUANTITY............................................ 4
I.3 3.2.4-23 CONTRACT PRICE DEFINITIZATION (APPLICABLE TO CLIN 0017)........ 4
I.4 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)........................... 5
<PAGE>
Section I, Page 1
PART I - THE SCHEDULE
SECTION I - CONTRACT CLAUSES
I.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE
CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)
This screening information request (SIR) or contract, as applicable,
incorporates by reference one or more provisions or clauses with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make the full text available, or offerors and Contractors may
obtain the full text via Internet from the Federal Aviation Administration (FAA)
home page (http://www.faa.gov).
(End of clause)
3.1.7-2 Organizational Conflicts of Interest April 1996
3.2.2.3-29 Integrity of Unit Prices April 1996
3.2.2.3-33 Order of Precedence April 1996
3.2.2.7-6 Protecting the Government's Interest when April 1996
Subcontracting w/Contractors Debarred,
Suspended, or Proposed for Debarment
3.2.2.8-1 New Material October 3, 1996
3.2.5-6 Restrictions on Subcontractor Sales to the FAA April 1996
Alternate I April 1996
3.2.5-8 Whistleblower Protection for Contractor Employees April 1996
3.3.1-1 Payments April 1996
3.3.1-5 Payments under Time-and-Materials and Labor-Hour October 3, 1996
Contracts
Alternate I October 3, 1996
3.3.1-6 Discounts from Prompt Payment April 1996
3.3.1-7 Limitation on Withholding of Payments April 1996
3.3.1-8 Extras April 1996
3.3.1-9 Interest April 1996
3.3.1-15 Assignment of Claims April 1996
3.3.1-17 Prompt Payment October 3, 1996
3.3.1-25 Mandatory Information for Electronic Funds October 3, 1996
Transfer Payment
<PAGE>
Section I, Page 2
PART I - THE SCHEDULE
SECTION I - CONTRACT CLAUSES
3.3.2-1 FAA Cost Principles October 3, 1996
3.4.1-10 Insurance-Work on a Government Installation July 1996
3.4.1-11 Insurance--Liability to Third Persons October 3, 1996
3.4.1-12 Insurance July 1996
3.4.2-6 Taxes--Contracts Performed in U.S. Possessions October 3, 1996
or Puerto Rico
3.4.2-7 Federal, State and Local Taxes--Fixed-Price, April 1996
Noncompetitive Contract
3.5-1 Authorization and Consent April 1996
3.5-2 Notice and Assistance Regarding Patent and April 1996
Copyright Infringement
3.5-3 Patent Indemnity April 1996
3.5-13 Rights in Data--General October 3, 1996
3.5-18 Commercial Computer Software--Restricted Rights October 3, 1996
3.6.1-3 Utilization of Small, Small Disadvantaged and April 1996
Women-Owned Small Business Concerns
3.6.1-4 Small, Small Disadvantaged and Women-Owned April 1996
Small Business Subcontracting Plan
3.6.2-2 Convict Labor April 1996
3.6.2-4 Walsh-Healey Public Contracts Act April 1996
3.6.2-9 Equal Opportunity April 1996
3.6.2-10 Equal Opportunity Preaward Clearance of April 1996
Subcontracts
3.6.2-12 Affirmative Action for Special Disabled and July 1996
Vietnam Era Veterans
3.6.2-13 Affirmative Action for Handicapped Workers April 1996
3.6.2-14 Employment Reports on Special Disabled Veterans April 1996
and Veterans of Vietnam Era
3.6.3-2 Clean Air and Clean Water April 1996
3.6.4-2 Buy American Act--Supplies July 1996
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Section 1, Page 3
PART I - THE SCHEDULE
SECTION I - CONTRACT CLAUSES
3.6.4-10 Restrictions on Certain Foreign Purchases April 1996
3.8.2-11 Continuity of Services April 1996
3.8.4-5 Government Supply Sources April 1996
3.9.1-1 Contract Disputes April 1996
3.9.1-2 Protest After Award April 1996
3.9.1-3 Protest August 8, 1996
3.10.1-7 Bankruptcy April 1996
3.10.1-9 Stop Work Order October 3, 1996
3.10.1-12 Changes--Fixed-Price April 1996
Alternate II April 1996
3.10.1-14 Changes--Time and Materials or Labor Hours April 1996
3.10.1-17 Change Order Accounting April 1996
3.10.1-18 Notification of Changes