AMENDMENT OF SOLICITATION/MODIFICATION TO SUBCONTRACT

Exhibit 10.8

AMENDMENT OF SOLICITATION/MODIFICATION TO SUBCONTRACT

(8) This Block Applies Only to Amendments of Solicitations:

o

The above numbered solicitation is amended as set forth in Block 11. The hour and date specified for Offerors

o

Is extended     o  Is not extended.

o

Acceptance of this modification is indicated.

• (a) By signing and returning    copies of this amendment; (b) by acknowledging receipt of this amendment on each copy of the offer submitted; or, (c) by separate letter or telegram, which includes a reference to the solicitation and amendment numbers. Failure of your acknowledgment to be received at the Issuing office prior to the hour and date specified may result in rejection of your offer. If, by virtue of this amendment, you desire to change an offer already submitted, such change may be made by telegram or letter, provided such telegram makes reference to the solicitation and this amendment prior to the opening hour and date specified in the solicitation.

(9) Accounting and Appropriation Data:

(10) This Block Applies Only to Modifications to Subcontracts/Orders

• ý

  This Change Order is issued pursuant to mutual agreement. The changes set forth in Block 11 are made to the above numbered Subcontract/Order.
  
  

  o

  The above numbered Subcontract/Order is modified to reflect the administrative changes (such as changes in paying office, appropriation data, etc.) set forth in Block 11.
  
  

  o

  This Supplemental Agreement is entered into pursuant to authority of            . It modifies the above numbered Subcontract specified in Block 5 as set forth in Block 11.

(11) Description of Amendment/Modification:

         Except as provided herein, all terms and conditions of document referenced in Block 5, as heretofore changed, remain unchanged and in full force and effect.

        SEE ATTACHED PAGE 2.

Page 2 of 2
Modification 002

1.

Change Subcontractor's company name from Argus Networks, Inc. to read Mobility Technologies, Inc., address as shown in Block (6) of this modification.

2.

Add; Article A-7, ITOP II Task Order No. T020013

• All terms and conditions reflected in Prime Contract No. DTTS59-99-D-00445, Task Order T020013, set forth in this modification, (see Exhibit F, entitled, Task Order T020013), are be the responsibility of Mobility Technologies. Furthermore, as stated in this order, any liquidated damage costs, accessed by the Government will become the responsibility of Mobility.

3.

The value of the milestones as reflected in Article 6.E. of the attached task order shall be reduced by five percent (5%) to cover SIGNAL'S administrative costs as reflected on the below schedule;

4.

Invoices for these services will be submitted to SIGNAL as each milestone is completed and accepted by the Government. Upon receipt of these invoices, SIGNAL will submit a corresponding invoice to the Government. Payment of Mobility's invoices shall be in accordance with Article B-6 D of this agreement.

        Except as provided herein, all terms and conditions of the document referenced in Block 5, as heretofore changed, remain unchanged and in full force and effect.

AMENDMENT OF SOLICITATION/MODIFICATION TO SUBCONTRACT

EXHIBIT F
ITOP II Task Order T020013

Task Order T020013 to Contract DTTS59-99-D-00445 is hereby issued as follows

1.     Section B, "Supplies or Services and Prices/Costs":

2.     Section C, "Description/Specifications/Statement of Work":

• Item 0101AA —The Contractor shall support the Intelligent Transportation Infrastructure Program (ITIP) in accordance with the attached Statement of Work (Attachment J.1), and in accordance with the applicable executed local metropolitan area partnership agreement (reference SOW section 2.3).

3.     Section D, "Packaging and Marking":

        Packaging and marking for the effort called for hereunder shall be performed in accordance with the instructions of the basic contract.

4.     Section E, "Inspection and Acceptance":

        Inspection and Acceptance of the services called for hereunder shall be performed in accordance with the instructions of the basic contract.

5.     Section F, "Deliveries or Performance":

• A.

  The Contractor shall comply with the terms and conditions as cited in the basic contract in paragraphs F.1, F.3(b), (c), and (d). In addition, the following apply:

• • Item 0101AA —Reference the delivery schedule outlined under paragraph B below. The obligation of the Consortium Members to provide the Government services under this task order will end ten (10) years from date of system acceptance in each metropolitan area, or January 1, 2012, whichever is the earlier of the two dates. However, after this period, Mobility Technologies is expected to continue to provide services to public agencies and commercial clients on an ongoing basis. The continued services for public agencies will be consistent with that provided under the task order and will be provided at no cost to the public agencies.

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• B.

  Deliverables:

6.     Section G, "Contract Administration Data":

        The Contractor shall comply with the terms and conditions of the basic contract. In addition:

(A)  Contracting Officer's Technical Representative (COTR):

        The Task Order COTR for this Task Order is:

• Chung Eng
  US Department of Transportation
  Federal Highway Administration Code HTV-3
  400 7th Street, S.W., Room 3404
  Washington, D.C. 20590

(B)  Contracting Office:

        The Contracting Office for this Task Order is:

• US Department of Transportation
  TASC, SVC-180
  400 7th Street, S.W., Room 5106
  Washington, D.C. 20590

(C)  Billing Instructions:

        An original and one (1) copy of the invoice shall be submitted to the following address:

• US Department of Transportation
  Federal Highway Administration, Code HFS-20
  400 7th Street, S.W., Room 4306
  Washington, D.C. 20590

        Invoices shall contain the information required by FAR 52.232-25, Prompt Payment, including the contract number, task order number, and applicable contract line item numbers.

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(D)  Appropriation Data

        The funding for the individual basic CLINs cited under the Section B of this Task Order is as follows:

(E)  Performance Based Payments

        The Contractor shall submit invoices based on the following schedule upon completion of the applicable milestone. Details of the milestone payments are included in Attachment J.2.

7.     Section H, "Special Contract Requirements":

        The Contractor shall comply with the terms and conditions of the Basic contract. In addition:

• (A)

  Under H.14, KEY PERSONNEL, paragraph (b), the following personnel are determined to be key personnel within the meaning of the provision:

(B)

In accordance with H.25, SUBCONTRACTORS, the Contractor has identified the following as critical subcontractors for this Task Order. The requirement for advance notification and/or consent with these subcontractors (if applicable) in the amounts proposed for this task order has been satisfied pursuant to FAR 52.244-2.

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(C)   MARKETING PROGRAM

        The contractor shall market ITS Integrated Surveillance and Data Management Infrastructure Services with approval from the COTR. In accordance with the marketing strategy, the contractor will have the ability to market ITIP Services to private sector organizations. The contractor may be required to develop marketing strategies and action plans which involve identifying contacts, tasks, and potential users of traveler and roadway performance information/data. It may involve frequent contact with users, development of user profiles and reports on progress of the marketing strategy. It is to the contractor's advantage to prospect new business opportunities.

(D)   REVENUE SHARING

        In the event that the Contractor performs marketing activities or receives revenues from the sale/marketing of information obtained under this task order to other private sector organizations, the Government shall not be liable for any additional costs (i.e., in excess of the amounts provided under this task order) resulting from this marketing effort (e.g., marketing costs, advertising, operations, distribution, liability costs, etc). The Government and the Contractor agree that such revenues will be shared by the Contractor with U.S. DOT and the affected state or local agencies in accordance with the following formula/arrangement per metropolitan area:

• •

  0% for gross revenue up to $250,000
  
  

  •

  5% for gross revenue between $250,000 and $1M
  
  

  •

  10% for gross revenue above $1M

(E)   INSURANCE AND BONDING REQUIREMENTS

        The Contractor shall comply with all applicable insurance and bonding requirements of each locality (i.e., city, town, county, or state) where the Contractor will be performing work under this task order. The Contractor shall be financially responsible for the costs of compliance with these requirements.

(F)    LIQUIDATED DAMAGES

        If the contract is terminated for cause in any deployment area within the first 10 years after system acceptance in that deployment area and before January 1, 2012, as described further below, Mobility Technologies shall, in place of actual damages, pay/provide to the Government liquidated damages as follows for each metropolitan area found to be in default:

• •

  All system hardware and software, as well as any components resulting from system upgrades, shall be made available to the local public agency partner(s) at fair market value. The local partner(s) will have the first right of refusal for any ITIP-project related hardware, software license, or component.
  
  

  •

  All databases developed with public agency funds for the ITIP project and any ITIP project software developed with public agency funds shall be made available to the local public agency partner(s) for their own internal use on a non-exclusive basis at no cost.
  
  

  •

  Make payment to the Government in accordance with the following. Furthermore, it is understood that no liquidated damages will be assessed beyond 1 January 2012.
  
  

  •

  Defaults within year 1—pay $960,000
  
  

  •

  Defaults within year 2—pay $864,000
  
  

  •

  Defaults within year 3—pay $768,000

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• • •

    Defaults within year 4—pay $560,000
    
    

    •

    Defaults within year 5—pay $480,000
    
    

    •

    Defaults within year 6—pay $400,000
    
    

    •

    Defaults within year 7—pay $320,000
    
    

    •

    Defaults within year 8—pay $240,000
    
    

    •

    Defaults within year 9—pay $160,000
    
    

    •

    Defaults within year 10—pay $80,000

• SIGNAL's Responsibilities —(1) For the terms and conditions on the initial task order, SIGNAL will be held responsible to ensure that Mobility Technologies deploys the required Intelligent Transportation Infrastructure Systems (ITIS) to all areas authorized by the Government under this order. (2) In the event of default of the terms of SIGNAL's subcontract with Mobility by Mobility or bankruptcy or receivership by Mobility, SIGNAL's responsibility shall be limited to the good-faith identification of a replacement subcontractor acceptable to the Government. Should the approved replacement subcontractor's proposed cost be more or less than the costs contained in SIGNAL's subcontract with Mobility, SIGNAL and the Government agree to renegotiate these costs accordingly. SIGNAL shall not be held liable for reprocurement costs or any other damages. (3) In connection with the application of liquidated damages, SIGNAL's responsibility for payment to the Government is limited to the amount SIGNAL actually recovers from Mobility. SIGNAL will, in turn, submit all liquidated damages recovered from Mobility Technologies to the Government.

  Mobility Technologies Responsibilities —(1) Upon deployment of the ITIS, Mobility Technologies will be held responsible for any liquidated damage costs as reflected in Paragraph F at no additional cost to the Government.

(G)  SECTION 508 STANDARDS

        The Rehabilitation Act of 1973, as amended, insures that Federal employees with disabilities will be able to use information technology to do their jobs and that members of the public who are seeking information from Federal sources will be able to use information technology to access the information on equal footing with people who do not have disabilities. Information on the Section 508 standards can be viewed at www.section508.gov. Work performed under Item 0101AA under this task order will be subject to compliance with the standards in effect as of the date of this task order.

(H)  AVAILABILITY OF ADDITIONAL FUNDS

        Any excess funds from areas opting not to participate will be made available for expanding the scope of work in participating metropolitan areas through a selection process to be determined. Additional funds from the excess may be provided for expanded data services in any metropolitan area that is the beneficiary of funding under this program, as provided in section 5117(b)(3)(C)(ii) of TEA-21 (P.L. 105-178, as amended by P.L. 107-117). After the Government has deducted any funds necessary for administrative costs of the program, the remainder of the funds will be provided for the area or areas that demonstrate the greatest opportunity to expand performance monitoring and commercial use of the data. Any additional funds awarded must be used strictly for the expansion/enhancement of services and not to pay for services provided by the initial $2 million deployment.

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(I)   AUTHORIZATION TO PROCEED

        The Government shall issue a limited authority to proceed for the contractor to enter discussions with a local metropolitan area with the purpose of negotiating and executing a local partnership agreement. This limited authority to proceed is conditioned upon a commitment letter from the local metropolitan area. Should the local metropolitan area decide not to participate for any reason, the Government's liability for negotiation and related efforts per area shall not exceed the lesser of the contractor's actual costs incurred in performing these efforts or 1) $50,000 for each metropolitan area declining to participate in its calculation year (reference Attachment 3, e.g., Orlando in CY02, Miami in CY03, or St. Louis in CY04); 2) $25,000 for each metropolitan area declining to participate while in current year plus one status (e.g., San Francisco declining to participate during CY02 or St. Louis declining to participate during CY03); or 3) $10,000 for each metropolitan area declining to participate while in current year plus two status (e.g., St. Louis or Las Vegas declining to participate during CY02). For the metropolitan areas where negotiations are successful in reaching and executing a local agreement, the cost considerations for negotiations are already included in the $2M being provided for each metropolitan area, and no additional funds beyond the $2M will be provided for the purposes of negotiations.

        The Government shall separately issue a notification granting full authority to proceed with the task order requirements for each metropolitan area. Issuance of full authority is conditioned upon execution of a local partnership agreement (reference SOW section 2.3), which shall include a satisfactory local implementation strategy.

        Issuance of both limited and full authority shall be done by an electronic mail message from the Contracting Officer to the contractor. The Government is not liable for any costs incurred by the contractor in performance absent the authorizations called for herein. Costs that are incurred after limited authority is granted that are otherwise eligible are eligible for payment according to the Milestone Payments (Attachment 2), if and after full authority is given.

8.     Section I, "Contract Clauses":

        The Contractor shall comply with the applicable terms and conditions of the basic contract. In addition, the following applies:

• A)

  The below listed clauses are hereby made applicable to this task order:
  
  

  •

  FAR 52.227-14 Rights in Data—General (JUN 1987) and Alternates II and III
  
  

  •

  FAR 52.227-15 Representation of Limited Rights Data and Restricted Computer Software, (JUN 1987)
  
  

  •

  FAR 52.227-16 Additional Data Requirements (JUN 1987)
  
  

  B)

  FAR 52.217-6 Option for Increased Quantity (Mar 1989)

  The Government may increase the quantity of units called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within three years from the date of this order. Delivery of the added items shall be in accordance with the schedule called for under the task order.

9.     "Section J, "List of Attachments":

• A.

  Attachment 1—Statement of Work Intelligent Transportation System Integrated Surveillance and Data Management Infrastructure Services (TEA-21 - 5117(b)(3))
  
  

  B.

  Attachment 2—Milestone Payment Details

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• C.

  Attachment 3—ITIP Expansion Schedule.
  
  

10.

Within sixty (60) days from the executed date of this task order, Mobility Technologies will submit any updates to its previously submitted business/financial plan based on the terms of this task order. The Government will treat this information as proprietary and confidential information and protect