V2X
V2X Proprietary
14 May 2026
Merced Yosemite Regional Airport (MCE)
20 Macready Drive
Merced, CA 95341
Attention: Karen Baker, Economic Development Associate
Subject: V2X Proposal for Merced Yosemite Regional Airport Checkpoint Relocation Project
Enclosures: (1) Cover Letter
(2) Cost Volume
(3) Contract for Supply of Goods and Services
Karen,
V2X Aerospace LLC is pleased to submit the subject Firm Fixed Price Proposal in the amount of $72,345.00
The following terms, conditions, and assumptions apply to this proposal:
• The terms and conditions of Enclosure (3), inclusive of Exhibits 1-3, apply to any resultant award.
As Enclosure (3) is a draft contract document, you may choose to either a) insert all relevant entity information and execute the contract by signing and dating Enclosure (3), or; b) issue your own purchase order referencing only and all portions of the Enclosure (3) document as applying to the award.
• The proposed Statement of Work and scope assumptions (see Enclosures 2 & 3) shall apply to any resultant award.
The assumed Period of Performance begins July 2026. A more definitive schedule shall be coordinated and mutually agreed upon between the Customer and V2X Program Management after a finalized contract is in place.
V2X requires an executed subcontract no later than four (4) weeks prior to the proposed deployment in order to provide sufficient lead time to issue subcontracts to the OEMs. Any award after that date may result in an adjustment to the price and/or schedule.
This proposal is valid for forty-five (45) days.
Please direct any questions to the undersigned at (253) 370-4466 or James. [email protected].
Best regards,
James Waldeck
James Waldeck
Contracts Manager
V2X Aerospace LLC
V2X.
V2X Proprietary
MCE Checkpoint Relocation Proposal
May 14, 2026
Submitted to:
Attn: Karen Baker, Economic Development Associate
Merced Yosemite Regional Airport
20 Macready Dr
Merced, CA 95341
(209) 724-8105 Bakerk @cityofmerced.gov
Prepared by:
V2X Aerospace LLC
555 Industrial Dr. South
Madison, MS 39110
Submitted by:
James Waldeck
Contracts Manager
Phone: (253) 370-4466 | Email: James. [email protected] V2X Proprietary - This document contains Proprietary technical and / or business data or information developed by V2X. It is subject to the protections of the Trade Secrets Act, the Economic Espionage Act, the Procurement Integrity Act, the FAR, and other federal and state laws and regulations. This document, data or information shall not be furnished, disclosed, copied or used by persons outside V2X, except when released by V2X to third parties for purposes of source selection. As such, this data may be, and should be treated as, "Source Selection Information." This document, data or information is restricted to use only by the recipient and may not be released to any other party without V2X's express written consent. Disclosure to unauthorized persons could cause substantial competitive harm to V2X.
This document does not contain technology or Technical Data controlled under either the U.S. International Traffic in Arms Regulations or the U.S. Export Administration Regulations.
V2X Proprietary - Not Export Controlled
V2X Proprietary
TABLE OF CONTENTS
COST/PRICE PROPOSAL .... 1
1.0 Executive Summary. ....1
2.0 Pricing Data .. 1
3.0 Terms, Conditions, and Assumptions.. 1
TECHNICAL RESPONSE ... 3
4.0 Scope of Work. ..3
Deliverables, Acceptance Criteria, and Schedule of Payment. ...3 Use or disclosure of data contained on this sheet is subject to the restrictions on the title page of this proposal V2X
V2X Proprietary
COST/PRICE PROPOSAL
1.0 EXECUTIVE SUMMARY
V2X is pleased to provide the following proposal for the MCE Checkpoint Relocation Project. V2X offers the same comprenensive and collaborative management approach and field engineering organization that successfully executes similar Transportation Security Equipment (TSE) relocation services for the Transportation Security Administration (TSA).
V2X's offering includes:
• A team experienced with deployments/movements of TSE at airports across the US. • A TSA experienced Project Management and Supplier Administration Team. • An experienced Site Lead to provide on-site support and coordinate OEMs, Shippers and Riggers. • An experienced rigging team, with sufficient staff and specialized rigging equipment to safely move the TSE out of and into position. Our team has successfully deployed numerous checkpoints. • OEM Certified Technicians to perform installation and de-installation of TSE. • Comprehensive project pricing that includes de-install and install of all the proposed equipment. • Documented Site Acceptance Test and Operational Readiness Tests, as applicable. • Status Reports, and Decommission Checklists, OEM Site Acceptance Test (SAT) or Operational Readiness Test (ORT) documents as applicable.
2.0 PRICING DATA
The table below summarizes the cost for this effort only. The Period of Performance (PoP) to accommodate the move schedule is assumed to begin in July of 2026. A more definitive schedule shall be coordinated and mutually agreed upon between the Customer and V2X Program Management after a finalized contract is in place.
Table 2.0-1 Proposal Values
Description Amount
• Relocate the checkpoint equipment listed below at Merced Regional Airport (MCE). • Relocation
• One (1) CEIA WTMD
• Two (2) Leidos ETDs $72,345
: Barer, gates and anillary equipment. One (1) CEIA BLS
3.0 TERMS, CONDITIONS, AND ASSUMPTIONS
V2X's proposed performance is predicated on acceptance of the terms and conditions provided via filename "03 - Contract for Supply of Goods and Services_ MCE Checkpoint Relocation Project", included with this proposal submittal, which shall apply to any resultant award.
Use or disclosure of data contained on this sheet is subject to the restrictions on the title page of this proposal V2X Proprietary
Assumptions
• V2X requires an executed subcontract NLT 4 weeks prior to proposed deployment to provide sufficient lead time to issue subcontracts to the OEMs. Any award after that date may result in adjustment in cost and schedule.
• Each bid phase is performed during one contiguous travel period (one trip in and one trip out). Any excessive delay in travel (i.e., next day delay) due to weather, natural or man-made disasters, public unrest, airline equipment failures, etc. will result in a change order. • No extra time for addressing failed units or delays caused by equipment performance. Extra days on site above the planned duration will result in a change order. • OEM services need to be finalized two weeks in advance; rescheduling will result in a change order. • No site preparation or restoration is included in this proposal. • Local TSA will order needed FF&E (gates, barriers, manual diverter table [MDR], stainless steel tables, etc.) through the ReMAG process, if needed.
• Work will be accepted at OEM certification of operation via a Site Acceptance Test or Operational Readiness Test with no additional acceptance required by the customer. • No special access requirements: Local TSA, Airport or GC will provide escorts as required. • Procurement is for services only. Improvements of equipment aesthetics, such as the repainting or replacement of metal works, or replacing of belts, curtains or any subcomponent of the equipment is not included.
• Repair or replacement of currently worn or damaged subcomponents, such as wheels, belts, buttons and leveling feet are not included.
• Seller does not warranty the performance of the equipment after OEM certification as maintenance and operation is the responsibility of TSA.
• Services do not require permits and do not include coordination with local TSA project personnel. • Period of Performance not to exceed eight (8) weeks.
• No Engineering support for drawings review or completion. • No assessment of structural strength, stresses, or loading analyses will be required. No asbestos survey analysis, asbestos abatement, environmental analysis, or other analysis will be required. • Inclement weather, state of emergency, and/or pandemic may prevent timely travel to and from airport sites in efforts to meet the schedule for site surveys and site validation reports. • No Ground Penetrating Radar priced or needed.
• MOU/MOA approvals are in place with TSA-HQ, if required. • Duress alarm relocation will be covered by others (Airport, GC, etc.), if needed • Third party TSA Certification pricing is included. TSA does not pay for testing on commercial projects. • Quote does not include shipment or procurement of additional TSA ancillary equipment (barriers, gates, rollers, etc.) required for checkpoint operations. A change request may be required for V2X to ship additional TSA ancillary equipment (if available at the TSA Logistics Center) to get requested materials to site. Additionally, a change request may also be required for V2X to procure additional TSA ancillary equipment if the items are not available at the TSA Logistics Center.
Use or disclosure of data contained on this sheet is subject to the restrictions on the title page of this proposal V2X.
V2X Proprietary
TECHNICAL RESPONSE
4.0 SCOPE OF WORK
Site survey
Relocate/rig stated equipment and have OEM complete deinstallation/installation of:
• 1 CEIA WMDs
2 Leidos ETDs
1 CEIA/Smiths BLS
• Any ancillary equipment (gates, barriers, tables, roller) • Operational Readiness Test coordination and paperwork submittal, as required.
The following applies to both scope Options:
Rigging and installation of equipment shall be performed during the available window given by the airport on a non- holiday weekday.
5.0 DELIVERABLES, ACCEPTANCE CRITERIA, AND SCHEDULE OF PAYMENT
5.1 Deliverables and Acceptance Criteria
Checkpoint Relocation: The project will be considered complete following certification of all the equipment and lanes in the scope section by the OEM for use in screening operations. Readiness certification is given by the OEM and documented via SAT/ORT documentation. Acceptance by the OEM constitutes acceptance of the deliverable.
5.2 Schedule of Payment
One invoice for the full contract value will be submitted upon completion of the checkpoint relocation and acceptance of all deliverables.
Use or disclosure of data contained on this sheet is subject to the restrictions on the title page of this proposal
CONTRACT FOR SUPPLY OF GOODS AND SERVICES
Contract No. 5142026MCE
This agreement (hereinafter referred to as the Contract) is effective as of [insert date] by and between V2X Aerospace LC, a Delaware corporation (hereinafter referred to as V2X) having an office at 555 Industrial Drive South, Madisor AS 39110 and [insert entity name] (hereinafter referred to as Customer), having an office at insert entity address!
RECITALS
A. The parties intend to work cooperatively on the Project, described as the MCE Checkpoint Relocation Project B. V2X submitted a proposal to the Customer for performance of certain work related to the Project; C. The parties have agreed to the definition of the scope of V2X's work including acceptance criteria as more fully described in Exhibit 1, V2X's deliverables and their corresponding delivery dates as detailed in Exhibit 2, and the schedule of payment to V2X as delineated in Exhibit 3; NOW THEREFORE in consideration of the premises and covenants herein, the parties agree as follows:
of any such change, each party's authorized
representative shall agree and sign the written change
1. Commencement / Effectivity. V2X's obligations under order, which sets forth the changes in the scope of the the Contract commence upon receipt of the fully executed work, deliverables and delivery schedule, price and contract that contains: payment schedule and any affected terms and a) a definitive statement of work including acceptance conditions. Neither party is under any obligation with criteria (see Exhibit 1) and delivery schedule (see respect to any change until V2X receives the Exhibit 2) as mutually agreed; corresponding fully executed Contract change order. b) an agreed payment mechanism and payment schedule Failure of the parties to agree on scope, price, schedule, (see Exhibit 3), including assurance of payment in affected terms and conditions or other elements of a whatever form V2X may reasonably require; and, change will be considered a Dispute and subject to c) all other terms and conditions mutually agreed. Article 13 herein below.
2. Cooperation / Non-interference. The Customer shall 4. Payments. cooperate with V2X and shall do nothing to interfere (A) The Payment Schedule (Exhibit 3) sets out the with or otherwise frustrate V2X's ability, opportunity or manner in which V2X will be paid right to promptly and efficiently carry out and complete for accomplishment of work, including as its duties and obligations under the Contract. Any applicable a schedule of milestone events and amounts Customer decision or determination of compliance agreed by the parties and based upon demonstrable under the Contract must be based upon objective rather achievement of objective milestones or events that represent than subjective standards. Any Customer required real physical progress and specified deliveries on the Project. nsent, approval, waiver, cancellation, chang Customer understands and agrees that upon putting a cceptance, or other action shall be fairly made or take deliverable into productive use, such deliverable item is and not unreasonably withheld or delayed, so that each deemed accepted and V2X's entitlement to invoice and payment is triggered.
party may efficiently complete its obligations under the (B) Contract. Customer shall pay V2X upon receipt of each
invoice for each delivery made and milestone successfully
3. Changes. The Customer may make a change, including completed. Unless stipulated otherwise in the Contract, an alteration or addition or deletion, within the general Customer shall pay V2X in United scope of work, and in which case V2X is entitled to a States dollars via electronic funds transfer to the bank corresponding change to the Contract. Either V2X or account designated in writing by V2X within thirty the Customer may initiate a change request for (30) days following the date of V2X's invoice. Customer evaluation. V2X will assess each such request and shall has five (5) business days to object to the invoice after provide the Customer an estimate of the effect of the which time the invoice is deemed correct. Grounds for change on the cost/price to perform the work, as well as objection are limited to non-conformance to the contract the schedule for completion of the work and any other and the amount withheld shall be limited to the disputed affected terms and conditions. Prior to implementation amount; Customer shall pay V2X all undisputed amounts. (C) In the event V2X completes a delivery or Majeure Event does not relieve either party of its milestone earlier than as set forth in the schedule, V2X is payment obligations under the Contract. entitled to invoice immediately and the Customer shall pay If a Force Majeure Event prevents V2X's performance for a V2X for such early delivery or milestone accomplished. period of 90 consecutive days or for 120 days out of a 12- (D) If V2X does not receive payment within the month period, then either party may terminate this contract agreed period, V2X may apply finance charges on the in which case Customer shall pay V2X for all milestone outstanding balance at a rate of 1½% per month, which events completed, all deliveries made up to the date of amount shall become payable either when included in the termination, and any work in progress, including purchased next invoice or upon receipt of V2X's separate invoice for material, it desires V2X to deliver. such amount.
(E) Customer's timely payment to V2X is a material 7. Warranty. obligation under the Contract and if V2X does not receive (A) For each hardware item manufactured by payment in any event within thirty (30) days of the date V2X that is specified as a deliverable under the Contract, payment is due, V2X may suspend performance under the V2X warrants that, at the time of delivery, its delivered end Contract, without jeopardy of the termination, until such product will be free from defects in material and time as Customer satisfies in full all of its outstanding workmanship and will meet the requirements of the payment obligations to V2X; V2X's rights in this regard functional specification, if any, as mutually agreed. If the are without prejudice to its other rights and remedies Customer notifies V2X of a defect within one (1) year after available to it in Contract, at law, or in equity, including its delivery, the Customer shall provide prompt written notice entitlement to all costs of collection, attorneys' fees, and to V2X specifying the nature of the defect. V2X shall at its other damages. discretion, and at its cost and expense, either repair or replace the defective item, provided that the Customer shall bear the
5. Title / Risk of Loss. Title to any delivered item cost of removing and shipping the defective item to V2X as (excluding software) well as the cost of re-installing the repaired or replaced item concurrent with payment in full for such delivered upon receipt from V2X. If V2X determines the failure or item; risk of loss for any tangible item transfers at defect to be a warranty-covered item, V2X shall reimburse delivery as set forth in Incoterms 2010. the Customer for the cost to ship the item to V2X's Force Majeure. Neither party will be liable to the designated repair facility. Any item repaired or replaced other for delays due to an event beyond its reasonable under warranty shall enjoy the remaining, unexpired control (Force Majeure Event), including but not warranty period of the original item. V2X has no warranty limited to: an act of God; an act of Government obligation for a defect or damage that: (i) arises out ordinary including a change in laws or regulations; denial or wear and tear; (ii) is of a cosmetic nature; (ill) results from revocation of a necessary export license by an agency lack of or improper maintenance, misuse, abuse or use for a of the U.S. government; an act of war, terrorism or purpose other than for which the item was intended or public enemy, riots, civil strife, insurrection, sabotage, designed; (iv) results from repair or attempted repair by a or espionage; fire; flood, earthquake, an unusually party (including Customer) that is not authorized by V2X to severe weather event or other natural disaster; perform such repair; or, (v) caused by a Force Majeure epidemic, pandemic, quarantine; embargo, strike, Event. lock-out, and other action by organized labor; and any (B) For items that are manufactured by others and other cause beyond the reasonable control of the delivered by V2X under this Contract, V2X shall affected party. As soon as practical after the pass-through the warranties of the original occurrence of any such event, the affected party will equipment manufacturer, if any, to the extent such notify the other party, which notice must include the are transferrable to the Customer. V2X makes no event or cause of the delay, the anticipated impact on other or additional warranties related to such items the schedule and the costs to perform the remaining manufactured by others. effort under the Contract. Each party shall exert all (C) V2X warrants that its professional and technical reasonable efforts to mitigate the damages resulting services provided under the Contract will be from the occurrence of such Force Majeure Events). performed in a workmanlike manner by competent Upon receipt of the written notice of a Force Majeure personnel with pertinent experience in the field of Event, the parties will meet to mutually determine the effort and will be performed with that degree of best course of action, to include adjustment of the care and diligence generally accepted in the U.S.
Contract schedule, equitable adjustment of the aerospace and defense industry in effect at the time Contract price, and/or modification of the affected of performance. If any of V2X's services are terms and conditions to account for the effects of the found to be non-conforming within ninety (90) Force Majeure Event. The occurrence of any Force days after performance, then after receiving Customer's prompt written notice, V2X shall at its
cost and expense re-perform such non-conforming provide for prior written notice of cancellation of any of services. No other warranties/remedies apply. these policies. If the Customer requires any additional (D) For software that V2X provides as or as part of a project-specific insurance policy, it shall advise V2X delivered item, V2X warrants that the media upon and V2X shall provide the estimated cost of obtaining which the software is delivered will be free from such project-specific policy, which shall be defects in material and workmanship for a period incorporated into the Contract and into the Project price. of ninety (90) days. V2X makes no warranty that
the software will run uninterrupted, error-free, or 10. Limit of Liability. The parties agree that whether due virus-free. V2X shall run the software through an to delay, breach of contract or warranty, tort (including industry-recognized malware negligence and strict liability) or otherwise, neither shall program prior to delivery to the Customer. be liable to the other for any special, indirect, incidental, (E) The warranty remedies provided in the Contract punitive or consequential damages of any nature are the Customer's sole and exclusive remedies for whatsoever or howsoever arising, including, without breach of warranty and constitute V2X's sole limitation, the other party's loss of actual or anticipated liability with respect to breach of warranty profits or revenues, loss by reason of shutdown, non- provision. operation or increased expense of manufacturing or (F) operation, loss of use, cost of capital, damage to or loss DISCLAIMER. V2X DISCLAIMS ANY AND ALL
OTHER WARRANTIES, WHETHER EXPRESS, of property or equipment, or claims of customers. The STATUTORY, OR OTHERWISE, parties agree further that V2X's total cumulative and INCLUDING BUT NOT LIMITED TO IMPLIED aggregate liability for direct damages of Customer WARRANTIES OF MERCHANTABILITY, FITNESS whether in contract, warranty, tort (including FOR A PARTICULAR PURPOSE, COURSE OF negligence or strict liability) or otherwise for DEALING, USAGE OF TRADE, TITLE, AND NON- performance or breach of the Contract or anything done INFRINGEMENT.
in connection therewith, shall not exceed the total value Indemnity. Each party is responsible for the effects of of the Contract. This limitation of liability also extends its own negligence and willful misconduct during to any of V2X's subsidiaries, affiliates, contractors and performance of the Contract including the warranty subcontractors of every tier performing work under this period, and each shall defend and indemnify the other Project. The time period for Customer to bring claims from and against all loss, cost, or expense claimed by against V2X must be within V2X's performance period third parties for property damage and bodily injury, set forth in this Contract, including the warranty period. including death, to the extent such claim or cause of The limitations on the parties' liability set forth in this action arises out the negligence or willful misconduct of Article 10 survive cancellation, termination, or the indemnifying party. The indemnified party shall completion of the term of this Contract. provide prompt written notice to the indemnifying party, turn over sole control for the defense and settlement of 11. Exclusive Remedies. To the extent contractual the claim to the indemnifying party and the indemnified remedies are specified for breach, such remedies shall party shall cooperate with the indemnifying party in the be exclusive and in lieu of any other remedy. defense as reasonably necessary at the indemnifying 12. Applicable Law. party's expense. If the joint or concurrent negligence of (A) Each party understands and agrees that with the parties is the sole cause of the damage or injury, each respect to this Contract, it is bound by and must comply party shall share in the loss, cost or expense in with the laws and regulations of the United States, proportion to its relative degree of negligence and the including specifically those laws and regulations related to right of indemnity will apply to each such proportion. export control, Foreign Corrupt Practices Act and
9. Insurance. With respect to insurance requirements, anticorruption, anti-boycott, and national security V2X shall provide appropriate limits and types of concerning protection of U.S. classified information; and coverage based upon V2X's standard types and limits of neither party will take or will be required to take any action insurance as necessitated by the scope of work and inconsistent with applicable laws or regulations. consistent with V2X's experience with similar projects In particular, the parties agree that the Contract and prevailing market conditions. V2X shall carry and any dispute arising out of the Contract or related to the insurance against risk of loss or damage to its own Contract shall be governed by the laws of the State of property or that for which it is responsible, and against Delaware without respect to its conflicts of laws principles, liabilities for damages of third parties arising out of and further the parties agree to the exclusive jurisdiction in V2X's negligence. If Customer requests, V2X will state or federal court in that locale. furnish Certificate(s) of Insurance evidencing the types (C) Notwithstanding the above, either party may seek and amounts of policy coverages, and which will injunctive relief in any court of competent jurisdiction against improper use of its proprietary information.
13. Dispute Resolution. The parties shall endeavor to care and diligence it uses to protect its own information resolve each dispute amicably and in a timely manner of a similar nature, but not less than reasonable care. that reflects good faith and the spirit of cooperation. In addition, each party shall control access to the other Resolution of the dispute will first be attempted locally party's proprietary information in accordance with all through discussion and negotiation by the parties' on- applicable U.S. export control and security laws and site project managers and then, if still unresolved after regulations and shall indemnify, defend and hold the 15 business days, through face-to-face meeting of each other party harmless from every violation caused by it. party's senior management responsible for respective Upon request of the other party, each party shall either business units performing on the Project; if the dispute return or destroy all of the other party's proprietary cannot be resolved after a further 15 business days information furnished to it, including every copy, and through these meetings, then either party may seek an shall provide a certification of destruction if the other acceptable resolution through facilitated mediation. If party so requests. V2X makes no guaranty of accuracy all such attempts fail to result in an acceptable and incurs no liability with respect to the proprietary resolution, then upon formal notification to the other information furnished to the Customer. party, either party initiate legal proceedings as 17. Suspension. permitted in this Agreement. (A) The Customer may temporarily suspend all or part
14. Taxes / Duties. V2X's prices in the Contract include of V2X's performance under the Contract from time to time all applicable U.S. Federal, State, and local taxes and upon written notice to V2X. During the period of Unless otherwise specifically stated in the suspension, the parties will mutually agree upon the level of Contract, V2X's prices do not include any non-U.S. support and resources that remain committed to the Project tax, customs duty, or levy which if imposed will result pending conclusion of the suspension and the Customer in an increase in the overall Contract price. If tax laws agrees to reimburse V2X for these costs. Within ninety (90) or regulations change and result in increased tax days of Customer notice of suspension, the Customer shall liability for V2X, the Contract price will be equitably either direct V2X to re-commence performance or advise adjusted reflective of that increased tax liability of V2X that the Contract is to be terminated. If the Contract is V2X. recommenced, the parties will agree on an equitable adjustment in the schedule and the Contract price for impacts
15. Intellectual Property. Background IP is intellectual caused by such period of suspension. If following the property that is not produced under the Project suspension period the Contract is not recommenced, then Contract. V2X provides a non-exclusive, party may terminate the Contract by formal nontransferable license to the Customer for the limited notification to the other and Customer shall pay V2X for right to use the Background IP solely for the defined each milestone event accomplished and delivery made in purpose or Project. Background IP may not be accordance with Exhibit 3, as well as for V2X's termination separated out from deliverables. For intellectual settlement costs, including its work in process and non- property produced under the Project Contract cancellable liabilities. (Foreground IP), V2X provides a non-exclusive, (B) In the event the Customer fails to pay any V2X nontransferable license to the Customer for the right to invoice within thirty (30) days following the date such use such Foreground IP. V2X grants no right in or invoice is payable, V2X reserves the right to suspend delivery of source code related V2X Software performance upon written notice to the Customer until (Background IP or Foreground IP) or to a third party's ayment to V2X is made in full, upon which time V2X shal software. If the Customer is not the end user, V2X will e entitled to an equitable adjustment in the schedule an provide required software and other materials once the Contract price.
Customer legally binds the end-user to the terms of
V2X's end-user license agreement. For software and 18. Termination. other materials of subcontractors or suppliers of V2X (A) Either party may terminate all or a portion of the or their equipment delivered or software required Contract for default, which is defined as a substantial under the Contract, V2X shall pass through to the breach of a material provision by the other party. In Customer those transferable rights granted to V2X by addition, either party may terminate the Contract if the the subcontractor/supplier conditional upon the other:
Customer legally binding the end-user agreement to (i) seeks protection under bankruptcy, becomes the terms of the subcontractor/supplier end-user insolvent, makes an assignment for the benefit license agreement, if any. of creditors, or if a receiver is appointed for the whole or any part of its assets;
16. Confidentiality. Each party shall protect the other (ii) assigns this Contract, in whole or in part, to a party's proprietary information from unintended third party without prior written approval; or, disclosure or dissemination using the same degree of
(lil) is acquired by a third party that is unacceptable (D) Waiver. Any failure by a party at any time to (at the non-acquired party's sole discretion); or, enforce or require the strict performance by the other party if it becomes evident that the other party cannot of any of the terms and conditions of the Contract shall not fulfill its material obligations under the constitute a waiver by such party, and no waiver shall be Contract. binding unless executed in writing by the authorized (B) Prior to termination, the terminating party shall representative of the party granting such waiver. Either provide written notice to other party and the other party party may affirm or reinstate a specific obligation or shall provide its remedial plan within ten (10) business days requirement set forth in the Contract, which was previously of such notice. Upon submission of the remedial plan, the waived, by formal written notification to the other party. parties will confer with the intent to agree on the details and (E) Amendment. The Contract may be modified or schedule of the remedial plan, each party acting reasonably amended only with the prior written consent of authorized and in good faith. If the remedial plan is not accepted or representatives of both parties. cannot be agreed, this Agreement may be terminated upon Publicity. Neither party shall make any news formal notice of termination. release, public announcement, advertisement or publicity (C) If V2X terminates this Contract for default, concerning the Project, any proposals, any resulting Customer shall be liable to reimburse V2X for actual costs contracts, or any subcontracts to be carried out without the incurred including non-cancellable liabilities, any costs of prior written consent of the other party. de-mobilization, and any other costs associated with Notices. Each party shall identify by name of the termination, plus a reasonable profit. individual and provide the address and other pertinent (D) In any event, Customer shall pay V2X in information for the designated point of contact within its accordance with Exhibit 3 for all items actually delivered organization for receipt of formal notices. Any formal and milestones accomplished prior to the date of notice under, or in connection with, the Contract shall be in termination. writing to other party's named individual point of contact at
19. General Provisions. the address as designated in writing. Either party may (A) Independent Contractor. The parties do not intend change its designated point of contact by written notice to the other party.
to create a joint venture, pooling arrangement, partnership, or formal business organization of any kind; and neither Severability. If any provision of the Contract is party shall have authority to bind the other nor act as an agent held to be unenforceable to any extent, the provision shall be for the other. reformed to the fullest extent permissible to affect the (B) original intent of the parties, and the other provisions shall No Export. Each party agrees it will not export,
transfer or otherwise divulge technical data or provide remain fully effective. Any such reformation of an illegal or defense services to any non-U.S entity or person (including unenforceable provision shall be incorporated pursuant to any U.S. employee of a non-U.S. entity) without first Article 3 entitled "Changes". In any event, Customer obtaining the required official export authorization(s). V2X remains obligated to pay V2X for work performed in shall be responsible for submitting applications for all accordance with Article 4 entitled "Payments".
Order of Precedence. In the event of any conflict,
a toni, in natesar or hip of inconsistency or ambiguity between the provisions of the defense services. Contract, Exhibits, Appendices, Annexes, Attachments, and Assignment. Neither party may sell, assign, any referenced documents, the following order of delegate or otherwise transfer the Contract or any right or precedence in descending order shall apply: (i) The Articles obligation to a third party without the other party's written of this Contract; (ii) The Statement of Work, Exhibit 1; (iii) consent, which shall not be unreasonably withheld. All other Exhibits, Appendices and Attachments; (iv) Any Notwithstanding the foregoing, V2X reserves the right at its other document referenced in the Contract. sole discretion to terminate this Contract in its entirety in the Headings. Headings in the Contract are merely for event Customer is acquired or this Contract is part of an the convenience of the reader and shall have no force or acquisition by a third party unacceptable to V2X effect on interpretation of the terms of the Contract. (K) Integration. The Contract shall constitute the entire contemporaneous representations, proposals, discussions and agreement of the parties and shall supersede all prior communications, whether oral or in writing.
[END]
IN WITNESS WHEREOF, the parties have caused this Contract to be executed in duplicate originals by their duly authorized representatives.
V2X Aerospace LLC insert entity namel
By: By:
Print Name: Print Name:
Print Title: Print Title:
Date Signed: Date Signed:
EXHIBIT 1
STATEMENT OF WORK
(including Assumptions)
Checkpoint Relocation Project at MCE
Site survey
: Relocaterie stated equipment and have OEM complete deinstallation/ installation of:
CEIA WTMDs
Leidos ETDs
CEIA/Smiths BLS
Any ancillary equipment (gates, barriers, tables, roller) • Operational Readiness Test coordination and paperwork submittal, as required. • The following applies to the scope:
• Rigging and installation of equipment shall be performed during the available window given by the airport on a non-holiday weekday.
Assumptions
• V2X requires an executed subcontract NLT 4 weeks prior to proposed deployment to provide sufficient lead time to issue subcontracts to the OEMs. Any award after that date may result in adjustment in cost and schedule. • Each bid phase is performed during one contiguous travel period (one trip in and one trip out). Any excessive delay in travel (i.e., next day delay) due to weather, natural or man-made disasters, public unrest, airline equipment failures, etc. will result in a change order.
• No extra time for addressing failed units or delays caused by equipment performance. Extra days on site above the planned duration will result in a change order.
• OEM services need to be finalized two weeks in advance; rescheduling will result in a change order. • No site preparation or restoration is included in this proposal. • Local TSA will order needed FF&E (gates, barriers, manual diverter table [MDR], stainless steel tables, etc.) through the ReMAG process, if needed.
• Work will be accepted at OEM certification of operation via a Site Acceptance Test or Operational Readiness Test with no additional acceptance required by the customer.
• No special access requirements: Local TSA, Airport or GC will provide escorts as required • Procurement is for services only. Improvements of equipment aesthetics, such as the repainting or replacement of metal works, or replacing of belts, curtains or any subcomponent of the equipment is not included. • Repair or replacement of currently worn or damaged subcomponents, such as wheels, belts, buttons and leveling feet are not included.
• Seller does not warranty the performance of the equipment after OEM certification as maintenance and operation is the responsibility of TSA.
• Services do not require permits and do not include coordination with local TSA project personnel. • Period of Performance not to exceed eight (8) weeks.
• No Engineering support for drawings review or completion. • No assessment of structural strength, stresses, or loading analyses will be required. No asbestos survey analysis, asbestos abatement, environmental analysis, or other analysis will be required. • Inclement weather, state of emergency, and/or pandemic may prevent timely travel to and from airport sites in efforts to meet the schedule for site surveys and site validation reports. • No Ground Penetrating Radar priced or needed.
• MOU/MOA approvals are in place with TSA-HQ, if required. • Duress alarm relocation will be covered by others (Airport, GC, etc.), if needed. • Third party TSA Certification pricing is included. TSA does not pay for testing on commercial projects. • Quote does not include shipment or procurement of additional TSA ancillary equipment (barriers, gates, rollers, etc.) required for checkpoint operations. A change request may be required for V2X to ship additional TSA ancillary equipment (if available at the TSA Logistics Center) to get requested materials to site. Additionally, a change request may also be required for V2X to procure additional TSA ancillary equipment if the items are not available at the TSA Logistics Center.
EXHIBIT 2
LIST OF DELIVERABLES AND DELIVERY DATES
(including Acceptance Criteria)
Checked Baggage Equipment Relocation: The project will be considered complete following certification of the equipment by the OEM for use in screening operations. Readiness certification is given by the OEM and documented via SAT/ORT documentation. Acceptance by the OEM constitutes acceptance of the deliverable.
The Period of Performance will begin July 2026. A more definitive schedule shall be coordinated and mutually agreed upon between the Customer and V2X Program Management after a finalized contract is in place.
EXHIBIT 3
PAYMENT SCHEDULE
One invoice for the full contract value will be submitted upon completion of the checkpoint relocation and acceptance of all deliverables.
Total Contract Value $72,345.00