exv10w1






Exhibit 10.1



CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)



	 	 	 	 	 	 	 

	 	 	 	 	 	 	 
	SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEM
	 	 	1. REQUISITION NUMBER	 	 	PAGE 1 OF 63
	OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30
	 	 	See Schedule	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 





													

	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. CONTRACT NO.
	 	 	3. AWARD/	 	 	4. ORDER NUMBER	 	 	5. SOLICITATION NUMBER	 	 	6. SOLICITATION
	HM021010C0003
	 	 	EFFECTIVE DATE	 	 	 	 	 	HM021009R0002	 	 	ISSUE DATE
	 
	 	 	08/06/2010 	 	 	 	 	 	 	 	 	05/14/2010 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





												

	 	 	 	 	 	 	 	 	 	 
	7.     FOR SOLICITATION

     INFORMATION CALL
	►    
	 	a. NAME

[*]	 	 	b. TELEPHONE NUMBER

[*]	 	No collect calls)	 	 	8. OFFER DUE DATE/LOCAL TIME

     ED





	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 
	9. ISSUED BY	CODE 	 HM0210	 	 	10. THIS ACQUISITION IS
	 	 	 	 	 	     þ UNRESTRICTED OR                 o SET ASIDE:                 % FOR:
	Nat’1 Geospatial-Intelligence Agen.

ATTN: ACR/MS-P150

12310 Sunrise Valley Drive

RESTON VA 20191-3449
	 	 	 	 	

NAICS: 541360


SIZE STANDARD:

$4.5 	 	

o SMALL 

BUSINESS


o HUBZONE SMALL 

     BUSINESS


o SERVICE- 

     DISABLED


     VETERAN OWNED

     SMALL BUSINESS	 	o EMERGING SMALL      BUSINESS


 o SOLE SOURCE


 o 8(A) 
	 	 	 	 
	11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

 o SEE SCHEDULE	12. DISCOUNT TERMS
Net 30

 	 	 	
þ 13.a THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700)
	 	13b. RATING
DOA7




14. METHOD OF SOLICITATION


   
   

 o RFQ   
 o IFB   
 þ RFP

 
	 	 	 	 	 	 
	15. DELIVER TO	CODE 	 SEESOW	 	 	16. ADMINISTERED BY	CODE 	 62LESSERMM
	
See Statement of Work


 
	 	 	 	 	[*]	 	 	 	 
	 	 	 	 	 	 
	17a. CONTRACTOR/OFFEROR     CODE  1FND1	 FACILITY CODE 	 	 	 	18a. PAYMENT WILL BE MADE BY	CODE 	 880300
	

GEOEYE IMAGERY COLLECTION SYSTEMS INC

21700 ATLANTIC BLVD

DULLES VA 201666801







TELEPHONE NO.     (703) 406-5419
 
	 	 	

DFAS Acct. Mtn. & Control/JDAC

ATTN: DFAS-IN-FI-JAM DEP 3248

8899 E. 56th Street 

Indianapolis, IN 46249

Customer Service 1-888-332-7366

— FAX 1-866-894-8007
	 	 	 	 	 	 





	 	 	 

	o 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER
	 	18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK
BELOW IS CHECKED                o SEE ADDENDUM
	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.	 	20.	 	21.	 	 	22.	 	 	23.	 	 	24.	 
	ITEM NO.	 	SCHEDULE
OF SUPPLIES/SERVICES	 	QUANTITY	 	 	UNIT	 	 	UNIT PRICE	 	 	AMOUNT	 
	 	 	Tax ID Number: 54-1660268 

DUNS Number: 824842249

ENHANCEDVIEW IMAGERY ACQUISITION CONTRACT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	0001	 	UNCLASSIFIED

Commercial Satellite Imagery — Service Level

Agreement For Pixel & Imagery

Acquisition/Operations (Baseline Collection Capacity).

CLIN VALUES $150,000,000.00

Continued...
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	13,875,000.00	 
	 	 	(Use Reverse and/or Attach Additional Sheets as Necessary)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 

	 	 	 	 
	25. ACCOUNTING AND APPROPRIATION DATA
	 	 	26. TOTAL AWARD AMOUNT
	See Section G
	 	 	                   $38,875,000.00
	 	 	 	 





	 	 	 	 	 

	o 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED.    ADDEND
	 	o ARE	 	o ARE NOT ATTACHED.
	o 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.    ADDENDA
	 	o ARE	 	o ARE NOT ATTACHED.
	 





	 	 	 	 	 	 	 	 

	
þ
	 	
28. CONTRACTOR IS REQUIRED
TO SIGN THIS DOCUMENT AND RETURN 1
COPIES TO ISSUING OFFICE. CONTRACTOR
AGREES TO FURNISH AND DELIVER ALL
ITEMS SET FORTH OR OTHERWISE
IDENTIFIED ABOVE AND ON ANY	 	
o	
29. AWARD OF CONTRACT REF.
_______________ OFFER DATED
________. YOUR OFFER ON SOLICITATION
(BLOCK 5). INCLUDING ANY ADDITIONS
OR CHANGES WHICH ARE SET FORTH
HEREIN. IS ACCEPTED AS TO ITEMS:
	 
	 	ADDITIONAL SHEETS SUBJECT TO THE TERMS
AND CONDITIONS SPECIFIED HEREIN.	 	 	 	 
	 	 	 	 





	 	 	 	 

	
30a. SIGNATURE OF OFFEROR/CONTRACTOR

/s/ Matthew O’Connell
	 	 	
31a.
UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

[*]
	 	 	 	 





	 	 	 	 	 	 	 	 	 	 

	
30b. NAME AND TITLE OF SIGNER (Type or print)
	 	 	
30c. DATE SIGNED	 	 	
31b. NAME OF CONTRACTING OFFICER (Type or print)

[*]	 	 	
31c. DATE SIGNED
	Matthew O’Connell, CEO
	 	 	7/14/2010	 	 	 	 	 	08/06/2010
	 	 	 	 	 	 	 	 	 	 





	 	 	 

	AUTHORIZED FOR LOCAL REPRODUCTION
	 	STANDARD FORM 1449 (REV. 3/2005)
	PREVIOUS EDITION IS NOT USABLE
	 	Prescribed by GSA — FAR (48 CFR) 53-212





UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)

  


[*] CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.










 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.




UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




2 of 63




	 	 	 	 	 	 	 	 	 	 	 
	19.	 	20.	 	21.	 	22.	 	23.	 	24.
	ITEM NO.	 	SCHEDULE OF SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	 
	 	Incrementally Funded Amount: [*]	 	 	 	 	 	 	 	 
	 
	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 
	 
	 	Product/Service Description: MAPS, ATLASES,	 	 	 	 	 	 	 	 
	 
	 	CHARTS, & GLOBES	 	 	 	 	 	 	 	 
	 
	 	Requisition No: NSU8G40210AS02	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Accounting Info:	 	 	 	 	 	 	 	 
	 
	 	9700100.4802 8A0 85CR OZ33XX SU8888 594C0	 	 	 	 	 	 	 	 
	 
	 	34345B 880300 ACRN: AA	 	 	 	 	 	 	 	 
	 
	 	Funded: [*]	 	 	 	 	 	 	 	 
	 
	 	Period of Performance: 09/01/2010 to 08/31/2011	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	UNCLASSIFIED	 	 	 	 	 	 	 	 
	0002
	 	Commercial Satellite Imagery — [*]	 	 	 	 	 	 	 	$25,000,000.00
	 
	 	Architecture/Operations RDT&E Non-Recurring	 	 	 	 	 	 	 	 
	 
	 	Expense.	 	 	 	 	 	 	 	 
	 
	 	CLIN VALUE [*]	 	 	 	 	 	 	 	 
	 
	 	Incrementally Funded Amount: [*]	 	 	 	 	 	 	 	 
	 
	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 
	 
	 	Product/Service Description: MAPS, ATLASES,	 	 	 	 	 	 	 	 
	 
	 	CHARTS, & GLOBES	 	 	 	 	 	 	 	 
	 
	 	Requisition No: NSU8G40210AS01	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Delivery: 730 Days After Award	 	 	 	 	 	 	 	 
	 
	 	Accounting Info:	 	 	 	 	 	 	 	 
	 
	 	9700400.4802 8E0 85CR SK17XX AB8888 588ST 34345B	 	 	 	 	 	 	 	 
	 
	 	880300 ACRN: AB	 	 	 	 	 	 	 	 
	 
	 	Funded: [*]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Continued ...	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 

	 
	32a. QUANTITY IN COLUMN 21 HAS BEEN	 	 
	 
	 	 	 	 	 	ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS
	 
	 	o  RECEIVED	o  INSPECTED	 	      o  NOTED:	
 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE	 	32c. DATE	 	32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE	 	32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	33. SHIP NUMBER	 	34. VOUCHER NUMBER	 	35. AMOUNT VERIFIED

CORRECT FOR	 	36. PAYMENT	 	 	 	37. CHECK NUMBER
	
o  PARTIAL      o FINAL
	 	 	 	 	 	 	
o COMPLETE     
o PARTIAL     o FINAL	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	38. S/R ACCOUNT NUMBER
	39. S/R VOUCHER NUMBER	40. PAID BY	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT	 	42a. RECEIVED BY (Print)

	 	 	 	 
	 	 	 	 
	41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER	 	41c. DATE	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	42b. RECEIVED AT (Location)

	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	42c. DATE REC’D (YY/MM/DD)

	 	42d. TOTAL CONTAINERS
	 





STANDARD FORM 1449 (REV. 3/2005) BACK


UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)





 




			
	[*] 	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.















 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)




	 	 	 	 	 
	CONTINUATION SHEET
	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED	 	PAGE 3 OF 63
	 
	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 
	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0003
	 	RESERVED	 	 	 	 	 	 	 	 	0.00	 
	 
	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 
	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0004
	 	Commercial Satellite Imagery — Value-Added Products and Services.	 	 	 	 	 	 	 	 	[*]	 
	 
	 	Obligated Amount: $0.00	 	 	 	 	 	 	 	 	 	 
	 
	 	Award Type: Indefinite-quantity	 	 	 	 	 	 	 	 	 	 
	 
	 	Min. Qty: N/A | Max. Quantity: N/A	 	 	 	 	 	 	 	 	 	 
	 
	 	Min. Amt: $0.00 | Max. Amount: [*]	 	 	 	 	 	 	 	 	 	 
	 
	 	Minimum Guaranteed: N	 	 	 	 	 	 	 	 	 	 
	 
	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 
	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Period of Performance: 09/01/2010 to 08/31/2011	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0005
	 	Commercial Satellite Imagery — Physical Media
Delivery.	 	 	 	 	 	 	 	 	0.00	 
	 
	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 
	 	CLIN VALUE [*]	 	 	 	 	 	 	 	 	 	 
	 
	 	Incrementally Funded Amount: $0.00	 	 	 	 	 	 	 	 	 	 
	 
	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 
	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Accounting Info:	 	 	 	 	 	 	 	 	 	 
	 
	 	TBD	 	 	 	 	 	 	 	 	 	 
	 
	 	Funded: $0.00	 	 	 	 	 	 	 	 	 	 
	 
	 	Period of Performance: 09/01/2010 to 08/31/2011	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0006
	 	Commercial Satellite Imagery — System Engineering Services Support.	 	 	 	 	 	 	 	 	0.00	 
	 
	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 
	 	CLIN VALUE [*]	 	 	 	 	 	 	 	 	 	 
	 
	 	Incrementally Funded Amount: $0.00	 	 	 	 	 	 	 	 	 	 
	 
	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 
	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Accounting Info:	 	 	 	 	 	 	 	 	 	 
	 
	 	Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067
	 	OPTIONAL FORM 336 (4-86)
	 
	 	Sponsored by GSA
	 
	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.







UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)




	 	 	 	 	 
	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 4 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.    	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 

	 	TBD	 	 	 	 	 	 	 	 	 	 
	 

	 	Funded: $0.00	 	 	 	 	 	 	 	 	 	 
	 

	 	Period of Performance: 09/01/2010 to 08/31/2011	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0101

	 	Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery
Acquisition/Operations (Baseline Collection
Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $150,000,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2011	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0102

	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $0.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2011	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0103

	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $0.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2011	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0104

	 	Commercial Satellite Imagery — Value-Added
Products and Services.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Indefinite-quantity	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Qty: N/A | Max. Quantity: N/A	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Amt: $0.00 | Max. Amount: [*]	 	 	 	 	 	 	 	 	 	 
	 

	 	Minimum Guaranteed: N	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2011	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0105

	 	Commercial Satellite Imagery — Physical Media

	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 






CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




	 	 	 	 	 
	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 5 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 

	 	Delivery.

Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2011	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0106

	 	Commercial Satellite Imagery — System Engineering
Services Support.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2011	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0201

	 	Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery
Acquisition/Operations (Baseline Collection
Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $159,000,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2012	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0202

	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $0.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2012	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0203

	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $0.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2012	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0204

	 	Commercial Satellite Imagery — Value-Added

	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.







UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)




	 	 	 	 	 
	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 6 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 

	 	Products and Services.

Award Type: Indefinite-quantity	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Qty: N/A | Max. Quantity: N/A	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Amt: $0.00 | Max. Amount: [*]	 	 	 	 	 	 	 	 	 	 
	 

	 	Minimum Guaranteed: N	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2012	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS,
ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0205

	 	Commercial Satellite Imagery — Physical Media Delivery.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2012	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0206

	 	Commercial Satellite Imagery — System Engineering Services Support.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2012	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0301

	 	Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery
Acquisition/Operations (Baseline Collection
Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $159,000,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2013	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0302

	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $0.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2013	 	 	 	 	 	 	 	 	 	 
	 

	 	Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 






CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.






UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)




	 	 	 	 	 
	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 7 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0303

	 	Commercial Satellite Imagery — Service Level Agreement For
Pixel & Imagery Acquisition/Operations (Augmentation
Imagery Collection Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $187,600,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2013	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0304

	 	Commercial Satellite Imagery — Value-Added
Products and Services.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Indefinite-quantity	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Qty: N/A | Max. Quantity: N/A	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Amt: $0.00 | Max. Amount: [*]	 	 	 	 	 	 	 	 	 	 
	 

	 	Minimum Guaranteed: N	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2013	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0305

	 	Commercial Satellite Imagery — Physical Media Delivery.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2013	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0306

	 	Commercial Satellite Imagery — System Engineering
Services Support.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2013	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, 	 	 	 	 	 	 	 	 	 	 
	 

	 	Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.







UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)




	 	 	 	 	 
	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 8 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 

	 	CHARTS, & GLOBES


UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0401

	 	Commercial Satellite Imagery — Service Level Agreement For
Pixel & Imagery Acquisition/Operations (Baseline Collection
Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $159,000,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2014	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0402

	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $0.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2014	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0403

	 	Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery
Acquisition/Operations (Augmentation Imagery
Collection Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $187,600,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2014	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0404

	 	Commercial Satellite Imagery — Value-Added
Products and Services.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Indefinite-quantity	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Qty: N/A | Max. Quantity: N/A	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Amt: $0.00 | Max. Amount: [*]	 	 	 	 	 	 	 	 	 	 
	 

	 	Minimum Guaranteed: N	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2014	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	UNCLASSIFIED 
Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.







UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)




	 	 	 	 	 
	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 9 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	0405

	 	Commercial Satellite Imagery — Physical Media
Delivery.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2014	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0406

	 	Commercial Satellite Imagery — System Engineering
Services Support.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2014	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0501

	 	Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery
Acquisition/Operations (Baseline Collection Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $159,000,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2015	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0502

	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $0.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2015	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0503

	 	Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery
Acquisition/Operations (Augmentation Imagery
Collection Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $187,600,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2015	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, 	 	 	 	 	 	 	 	 	 	 
	 

	 	Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 






CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.







UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)




	 	 	 	 	 
	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 10 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 

	 	CHARTS, & GLOBES



UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0504

	 	Commercial Satellite Imagery — Value-Added
Products and Services.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Indefinite-quantity	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Qty: N/A | Max. Quantity: N/A	 	 	 	 	 	 	 	 	 	 
	 

	 	Min. Amt: $0.00 | Max. Amount: [*]	 	 	 	 	 	 	 	 	 	 
	 

	 	Minimum Guaranteed: N	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2015	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0505

	 	Commercial Satellite Imagery — Physical Media
Delivery.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2015	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0506

	 	Commercial Satellite Imagery — System Engineering
Services Support.
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Award Type: Time-and-materials	 	 	 	 	 	 	 	 	 	 
	 

	 	Amount: [*] (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2015	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNCLASSIFIED	 	 	 	 	 	 	 	 	 	 
	0601

	 	Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery
Acquisition/Operations (Baseline Collection
Capacity).
	 	 	 	 	 	 	 	 	0.00	 
	 

	 	Amount: $159,000,000.00 (Option Line Item)	 	 	 	 	 	 	 	 	 	 
	 

	 	08/01/2016	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Code: 7640	 	 	 	 	 	 	 	 	 	 
	 

	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	Continued ...	 	 	 	 	 	 	 	 	 	 






	 	 	 

	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110




UNCLASSIFIED//FOR OFFICIAL USE ONLY (FOUO)







 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 











 



CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.




UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




	 	 	 	 	 

	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 11 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0602	 	RESERVED
	 	 	 	 	 	 	 	0.00
	 	 	Amount: $0.00 (Option Line Item)
	 	 	 	 	 	 	 	 
	 	 	08/01/2016
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0603	 	Commercial Satellite Imagery — Service Level
	 	 	 	 	 	 	 	0.00
	 	 	Agreement For Pixel & Imagery
	 	 	 	 	 	 	 	 
	 	 	Acquisition/Operations (Augmentation Imagery
Collection Capacity).
	 	 	 	 	 	 	 	 
	 	 	Amount:
$187,600,000.00 (Option Line Item)
	 	 	 	 	 	 	 	 
	 	 	08/01/2016
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0604	 	Commercial Satellite Imagery — Value-Added
	 	 	 	 	 	 	 	0.00
	 	 	Products and Services.
	 	 	 	 	 	 	 	 
	 	 	Award Type:
Indefinite-quantity
Min. Qty: N/A | Max. Quantity: N/A
Min. Amt: $0.00 | Max. Amount: [*]
	 	 	 	 	 	 	 	 
	 	 	Minimum Guaranteed: N
	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item)
	 	 	 	 	 	 	 	 
	 	 	08/01/2016
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0605	 	Commercial Satellite Imagery — Physical Media
	 	 	 	 	 	 	 	0.00
	 	 	Delivery.
	 	 	 	 	 	 	 	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item)
	 	 	 	 	 	 	 	 
	 	 	08/01/2016
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0606	 	Commercial Satellite Imagery — System Engineering
	 	 	 	 	 	 	 	0.00
	 	 	Services Support.
	 	 	 	 	 	 	 	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 
	 	 	Continued ...
	 	 	 	 	 	 	 	 






	 	 	 

	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





 









 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




	 	 	 	 	 

	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 12 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES 	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)
	 	 	Amount: [*] (Option Line Item)
	 	 	 	 	 	 	 	 
	 	 	08/01/2016
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0701	 	Commercial Satellite Imagery — Service Level Agreement For Pixel & Imagery
	 	 	 	 	 	 	 	0.00
	 	 	Acquisition/Operations (Baseline Collection Capacity).
	 	 	 	 	 	 	 	 
	 	 	Amount: $159,000,000.00 (Option Line Item) 

08/01/2017
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0702	 	RESERVED
	 	 	 	 	 	 	 	0.00
	 	 	Amount: $0.00 (Option Line Item) 

08/01/2017
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0703	 	Commercial Satellite Imagery — Service Level Agreement For Pixel & Imagery
	 	 	 	 	 	 	 	0.00
	 	 	Acquisition/Operations (Augmentation Imagery Collection Capacity).
	 	 	 	 	 	 	 	 
	 	 	Amount: $187,600,000.00 (Option Line Item)
	 	 	 	 	 	 	 	 
	 	 	08/01/2017
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 
	0704	 	Commercial Satellite Imagery — Value-Added Products and Services.
	 	 	 	 	 	 	 	0.00
	 	 	Award Type:
Indefinite-quantity
Min. Qty: N/A | Max. Quantity: N/A
Min. Amt: $0.00 | Max. Amount: [*]
	 	 	 	 	 	 	 	 
	 	 	Minimum Guaranteed: N
	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item)
	 	 	 	 	 	 	 	 
	 	 	08/01/2017
	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 
	 	 	Continued ...
	 	 	 	 	 	 	 	 






	 	 	 

	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





 









 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




	 	 	 	 	 

	CONTINUATION SHEET
	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED	 	PAGE 13       OF    63
	 
	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT	 
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0705	 	Commercial Satellite Imagery — Physical Media Delivery.
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item) 

08/01/2017
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, &
GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0706	 	Commercial Satellite Imagery — System Engineering
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Services Support.
	 	 	 	 	 	 	 	 	 	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item) 

08/01/2017
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, &
GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0801	 	Commercial
Satellite Imagery — Service Level Agreement For Pixel & Imagery
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Acquisition/Operations (Baseline Collection Capacity).
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: $159,000,000.00 (Option Line Item) 

08/01/2018
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, &
GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0802	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Amount: $0.00 (Option Line Item) 

08/01/2018
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, &
GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0803	 	Commercial
Satellite Imagery — Service Level Agreement For Pixel & Imagery
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Acquisition/Operations (Augmentation Imagery Collection
Capacity).
	 	 	 	 	 	 	 	 	 	 
	 	 	Continued ...
	 	 	 	 	 	 	 	 	 	 






	 	 	 

	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





 









 






CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.




UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




	 	 	 	 	 

	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 14 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT	 
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)	 
	 	 	Amount: $187,600,000.00 (Option Line Item)
	 	 	 	 	 	 	 	 	 	 
	 	 	08/01/2018
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0804	 	Commercial Satellite Imagery — Value-Added Products and Services.
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Award Type:
Indefinite-quantity
Min. Qty: N/A | Max. Quantity: N/A
Min. Amt: $0.00 | Max. Amount: [*]
	 	 	 	 	 	 	 	 	 	 
	 	 	Minimum Guaranteed: N
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item) 

08/01/2018
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0805	 	Commercial Satellite Imagery — Physical Media Delivery.
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item) 

08/01/2018
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0806	 	Commercial Satellite Imagery — System Engineering Services Support.
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item) 

08/01/2018
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0901	 	Commercial Satellite Imagery — Service Level Agreement For Pixel & Imagery
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Acquisition/Operations (Baseline Collection Capacity).
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: $159,000,000.00 (Option Line Item) 

08/01/2019
	 	 	 	 	 	 	 	 	 	 
	 	 	Continued ...
	 	 	 	 	 	 	 	 	 	 






	 	 	 

	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.




 









 






CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.




UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




	 	 	 	 	 

	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 15 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT	 
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES,
CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0902	 	RESERVED
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Amount: $0.00 (Option Line Item) 

08/01/2019
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0903	 	Commercial Satellite Imagery — Service Level Agreement For Pixel & Imagery
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Acquisition/Operations (Augmentation Imagery Collection Capacity).
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: $187,600,000.00 (Option Line Item) 

08/01/2019
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0904	 	Commercial Satellite Imagery — Value-Added Products and Services.
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Award Type:
Indefinite-quantity
Min. Qty: N/A | Max. Quantity: N/A
Min. Amt: $0.00 | Max. Amount: [*]
	 	 	 	 	 	 	 	 	 	 
	 	 	Minimum Guaranteed: N
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item) 

08/01/2019
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0905	 	Commercial Satellite Imagery — Physical Media Delivery.
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item) 

08/01/2019
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Continued ...
	 	 	 	 	 	 	 	 	 	 






	 	 	 

	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)





 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





 









 






CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.




UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)




	 	 	 	 	 

	CONTINUATION SHEET

	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED
	 	PAGE 16 OF 63
	 

	 	HM021010C0003	 	 






NAME OF OFFEROR OR CONTRACTOR

GEOEYE IMAGERY COLLECTION SYSTEMS INC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM NO.	 	SUPPLIES/SERVICES	 	QUANTITY	 	UNIT	 	UNIT PRICE	 	AMOUNT	 
	(A)	 	(B)	 	(C)	 	(D)	 	(E)	 	(F)	 
	 	 	UNCLASSIFIED
	 	 	 	 	 	 	 	 	 	 
	0906	 	Commercial Satellite Imagery — System Engineering Services Support.
	 	 	 	 	 	 	 	 	0.00	 
	 	 	Award Type: Time-and-materials
	 	 	 	 	 	 	 	 	 	 
	 	 	Amount: [*] (Option Line Item)

08/01/2019
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Code: 7640
	 	 	 	 	 	 	 	 	 	 
	 	 	Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	The total amount of award: $3,487,279,566.00. The obligation for
this award is shown in box 26.
	 	 	 	 	 	 	 	 	 	 






	 	 	 

	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)
	 

	 	Sponsored by GSA
	 

	 	FAR (48 CFR) 53.110






UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)





 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





 











 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003



UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



The information contained in this document must be protected in its entirety as

UNCLASSIFIED//FOR OFFICIAL USE ONLY.

Any combination of paragraphs marked “UNCLASSIFIED” must be reviewed in the event they, by compilation, disclose

information at the UNCLASSIFIED//FOR OFFICIAL USE ONLY level as well.


	 	 	 	 	 	 	 

	(U) Section A — Solicitation/Contract Form	 	 	20	 
	Standard Form (SF) 1449, Solicitation, Offer And Award	 	 	20	 
	(U) Section B — Supplies Or Services/Prices	 	 	20	 
	(U)
	 	Base Period	 	 	20	 
	B.1
	 	(U) Contract Line Item Number 0001: Commercial Satellite Imagery — Service Level Agreement For Pixel & Imagery
Acquisition/Operations (Baseline Collection Capacity)	 	 	20	 
	B.2
	 	(U) CLIN 0002: Commercial Satellite Imagery — [*] Architecture / Operations RDT&E Non-Recurring Expense	 	 	20	 
	B.3
	 	(U) CLIN 0003: Reserved	 	 	20	 
	B.4
	 	(U) CLIN 0004: Commercial Satellite Imagery — Value-Added Products And Services	 	 	20	 
	B.5
	 	(U) CLIN 0005: Commercial Satellite Imagery — Physical Media Delivery	 	 	21	 
	B.6
	 	(U) CLIN 0006: Commercial Satellite Imagery — System Engineering Services Support	 	 	21	 
	B.7
	 	(U) Total Contract Price/Total Contract Funding	 	 	21	 
	B.8
	 	(U) CLIN Description	 	 	23	 
	B.9
	 	(U) Contract Type	 	 	23	 
	(U)
	 	Option Periods	 	 	23	 
	B.10
	 	(U) Option CLINs 0101, 0201, 0301, 0401, 0501, 0601, 0701, 0801, And 0901 — Commercial Satellite Imagery —
Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity)	 	 	23	 
	B.11
	 	(U) Option CLINs 0102, 0202, 0302, 0402, 0502, 0602, 0702, 0802, And 0902: Reserved	 	 	24	 
	B.12
	 	(U) Option CLINs 0103 And 0203: Reserved	 	 	24	 
	B.13
	 	(U) Option CLINs 0303, 0403, 0503, 0603, 0703, 0803, And 0903: Commercial Satellite Imagery — Service Level
Agreement For Pixel & Imagery Acquisition/Operations (Augmentation Imagery Collection Capacity)	 	 	24	 
	B.14
	 	(U) Option CLINs 0104, 0204, 0304, 0404, 0504, 0604, 0704, 0804, And 0904: Commercial Satellite Imagery —
Value-Added Products And Services	 	 	25	 
	B.15
	 	(U) Option CLINs 0105, 0205, 0305, 0405, 0505, 0605, 0705, 0805, And 0905: Commercial Satellite Imagery —
Physical Media Delivery	 	 	25	 
	B.16
	 	(U) Option CLINs 0106, 0206, 0306, 0406, 0506, 0606, 0706, 0806, And 0906: Commercial Satellite Imagery —
System Engineering Services Support	 	 	26	 
	(U)
	 	Section C — Description/Specifications	 	 	27	 
	C.1
	 	(U) Statement Of Work	 	 	27	 
	(U)
	 	Section D — Packaging And Marking	 	 	28	 
	D.1
	 	(U) Packaging And Marking Instructions Preservation, Packaging, Packing, And Marking Of Shipments
(Commercially Packaged Items)	 	 	28	 
	D.2
	 	(U) Prohibited Packing Materials	 	 	28	 
	D.3
	 	(U) Markings Of Warranted Items	 	 	28	 
	(U)
	 	Section E — Inspection And Acceptance	 	 	29	 
	E.1
	 	(U) FAR 52.246-6 Inspection — Time-And-Material And Labor-Hour. (May 2001)	 	 	29	 
	E.2
	 	(U) Inspection	 	 	29	 
	E.3
	 	(U) Acceptance	 	 	29	 
	(U)
	 	Section F — Deliveries Or Performance	 	 	30	 
	F.1
	 	(U) FAR 52.242-15 Stop-Work Order. (Aug 1989)	 	 	30	 
	F.2
	 	(U) FAR 52.247-34 F.O.B. Destination. (Nov 1991)	 	 	30	 
	F.3
	 	(U) Consignee And Address	 	 	30	 
	F.4
	 	(U) Personal Delivery	 	 	30	 
	F.5
	 	(U) Period Of Performance	 	 	30	 
	F.6
	 	(U) Place Of Delivery	 	 	31	 
	F.7
	 	(U) Data Deliverable	 	 	31	 
	(U)
	 	Section G — Contract Administration Data	 	 	32	 
	G.1
	 	(U) Authority And Designation Of A Contracting Officer’s Representative (COR)	 	 	32	 
	G.2
	 	(U) NGA: Submission Of Invoices (May 2008)	 	 	33	 





UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



 



			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





Contract Page 17 of 63











 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




	 	 	 	 	 	 	 

	G.3
	 	(U) NGA: Government Representative (Sep 2003)	 	 	33	 
	G.4
	 	(U) NGA: Contract Administration (Sep 2003)	 	 	33	 
	G.5
	 	(U) NGA: Payment Instructions For Multiple Accounting Classification Citations (Sep 2003)	 	 	34	 
	G.6
	 	(U) Accounting And Appropriation Data	 	 	34	 
	(U)
	 	Section H — Special Contract Requirements	 	 	35	 
	H.1
	 	(U) NGA: 5x52.209-9003 Protection Of Information And Nondisclosure Agreements (July 2006)	 	 	35	 
	H.2
	 	(U) NGA: 5x52.37-9000 Contractor Employee Data For Access To NGA Facilities Or Sensitive Systems (Oct 2005)	 	 	36	 
	H.3
	 	(U) NGA: 5x45.592-9000 Government-Furnished Limited Distribution Materials (June 2004)	 	 	37	 
	H.4
	 	(U) NGA: Key Personnel (Sep 2003) (Modified)	 	 	38	 
	H.5
	 	(U)NGA: Disclaimer Statement (Sep 2003)	 	 	39	 
	H.6
	 	(U) NGA: 5x52.227-9000 Unauthorized Use Of NGA Name, Seal, And Initials (June 2006)	 	 	39	 
	H.7
	 	(U) Ordering Procedures (CLIN Series 0x04)	 	 	39	 
	H.8
	 	(U) NGA: 5x252.204-7000-90 Public Release Of Information (Apr 2004)	 	 	40	 
	H.9
	 	(U) Non-Publicity	 	 	40	 
	H.10
	 	(U)NGA: Insurance (Sep 2003)	 	 	40	 
	H.11
	 	(U) NGA: Performance Of Work On Government Premises (Sep 2003)	 	 	41	 
	H.12
	 	(U) NGA: Intention To Use Consultants (Sep 2003)	 	 	41	 
	H.13
	 	(U) NGA: 5x45.102-9000 Government Furnished Accountable Property (May 2003)	 	 	41	 
	H.14
	 	(U) NGA: 5x52.227-9001 Activities That Affect U.S. Persons (Dec 2004)	 	 	43	 
	H.15
	 	(U) NGA: 5x52.207-9000 Dod Base Realignment And Closure (Apr 2008)	 	 	43	 
	H.16
	 	(U) NGA: 5x52.242-9001 Observance Of Legal Holidays & Closure Of NGA (Oct 2008) (Modified)	 	 	43	 
	H.17
	 	(U) Security Requirements — Contract Classification	 	 	44	 
	H.18
	 	(U) Organizational Conflict Of Interest	 	 	44	 
	H.19
	 	(U) Sensitive Requirements And Product Handling	 	 	44	 
	H.20
	 	(U) Warranty	 	 	45	 
	H.21
	 	(U) Export Control And Assignment Of Personnel	 	 	45	 
	H.22
	 	(U) Emergencies Disasters, And Humanitarian Efforts	 	 	45	 
	H.23
	 	(U) Nextview Imagery End User License Agreement	 	 	45	 
	H.24
	 	(U) Exercise Of Options	 	 	46	 
	H.25
	 	(U) Permanent Withhold	 	 	47	 
	H.26
	 	(U) Special Terms And Conditions In The Event Of Termination For Convenience And/Or Cancellation Of Other
Transaction For Prototype Project (OTFPP) Agreement And Subsequent Impacts To Option CLIN Series 0x03	 	 	47	 
	H.27
	 	(U) Operating & Ordering Procedures For The Service Level Agreement Under Option CLIN Series 0x01 And Option
CLIN Series 0x03	 	 	47	 
	H.28
	 	(U) Indefeasible Right To Use The Augmented Capability	 	 	48	 
	H.29
	 	(U) RESERVED	 	 	48	 
	H.30
	 	(U) Special Terms And Conditions For Interim Payments, Line Item 0002 — Payment Event And Amount	 	 	48	 
	(U)
	 	Section I — Contract Clauses	 	 	50	 
	1.1
	 	(U) FAR 52.204-2 Security Requirements. (Aug 1996)	 	 	50	 
	I.2
	 	(U) FAR 52.204-4 Printed Or Copied Double-Sided On Recycled Paper. (Aug 2000)	 	 	50	 
	I.3
	 	(U) FAR 52.204-7 Central Contractor Registration. (Apr 2008)	 	 	50	 
	I.4
	 	(U) FAR 52.212-4 Contract Terms And Conditions — Commercial Items. (Mar 2009)	 	 	50	 
	I.5
	 	(U) FAR 52.212-4 Contract Terms And Conditions — Commercial Items. (Mar 2009) — Alternate I (Oct 2008)
(Applicable To CLIN 0x05 And CLIN 0x06 Series Only).	 	 	50	 
	I.6
	 	(U) FAR 52.212-5 Contract Terms And Conditions Required To Implement Statutes Or Executive Orders —
Commercial Items. (Apr 2010)	 	50
	I.7
	 	(U) FAR 52.215-21 Requirements For Cost Or Pricing Data Or Information Other Than Cost Or Pricing Data —
Modifications. (Oct 1997)	 	 	54	 
	I.8
	 	(U) FAR 52.216-22 Indefinite Quantity. (Oct 1995) (Applicable To CLIN Series 0x04 And 0x05)	 	 	54	 
	I.9
	 	(U) FAR 52.217-9 Option To Extend The Term Of The Contract. (Mar 2000)	 	 	55	 
	I.10
	 	(U) FAR 52.227-1 Authorization And Consent. (Dec 2007) Alternative I (Apr 1984)	 	 	55	 
	I.11
	 	(U) FAR 52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement. (Dec 2007)	 	 	55	 
	I.12
	 	(U) FAR 52.232-11 Extras. (Apr 1984)	 	 	55	 
	I.13
	 	(U) FAR 52.243-1 Changes — Fixed-Price. (Aug 1987)	 	 	55	 
	I.14
	 	(U) FAR 52.243-7 Notification Of Changes. (Apr 1984)	 	 	55	 






UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN

SEPARATED FROM ATTACHMENT 1






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





Contract Page 18 of 63













 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




	 	 	 	 	 	 	 

	I.15

	 	(U) FAR 52.244-6 Subcontracts For Commercial Items. (Apr 2010)
	 	 	57	 
	I.16

	 	(U) FAR 52.245-1 Government Property. (Jun 2007)
	 	 	57	 
	I.17

	 	(U) FAR 52.245-9 Use And Charges. (Jun 2007)
	 	 	57	 
	I.18

	 	(U) FAR 52.252-2 Clauses Incorporated By Reference. (Feb 1998)
	 	 	57	 
	I.19

	 	(U) FAR 52.253-1 Computer Generated Forms. (Jan 1991)
	 	 	58	 
	I.20

	 	(U) DFARS 252.201-7000 Contracting Officer’s Representative. (Dec 1991)
	 	 	58	 
	I.21

	 	(U) DFARS 252.203-7002 Requirement To Inform Employees Of Whistleblower Rights. (Jan 2009)
	 	 	58	 
	I.22

	 	(U) DFARS 252.204-7000 Disclosure Of Information. (Dec 1991)
	 	 	58	 
	I.23

	 	(U) DFARS 252.204-7003 Control Of Government Personnel Work Product. (Apr 1992)
	 	 	58	 
	I.24

	 	(U) DFARS 252.204-7004 Alternate A, Central Contractor Registration. (Sep 2007)
	 	 	58	 
	I.25

	 	(U) DFARS 252.204-7005 Oral Attestation Of Security Responsibilities. (Nov 2001)
	 	 	59	 
	I.26

	 	(U) DFARS 252.204-7006 Billing Instructions. (Oct 2005)
	 	 	59	 
	I.27

	 	(U) DFARS 252.209-7004 Subcontracting With Firms That Are Owned Or Controlled By The Government Of A
Terrorist Country. (Dec 2006)
	 	 	59	 
	I.28

	 	(U) DFARS 252.212-7001 Contract Terms And Conditions Required To Implement Statutes Or Executive Orders
Applicable To Defense Acquisitions Of Commercial Items (Apr 2010)
	 	 	59	 
	I.29

	 	(U) DFARS 252.227-7013 Rights In Technical Data-Noncommercial Items. (Nov 1995) (Applicable To CLIN 0002
And CLIN Series 0x06) *
	 	 	61	 
	I.30

	 	(U) DFARS 252.227-7014 Rights In Noncommercial Computer Software And Noncommercial Computer Software
Documentation. (Jun 1995) (Applicable To CLIN 0002 And CLIN Series 0x06) *
	 	 	61	 
	I.31

	 	(U) DFARS 252.232-7007 Limitation Of Government’s Obligation. (May 2006)
	 	 	61	 
	I.32

	 	(U) DFARS 252.232-7010 Levies On Contract Payments. (Dec 2006)
	 	 	62	 
	I.33

	 	(U) DFARS 252.243-7001 Notice Of Contract Modifications. (Dec 1991)
	 	 	62	 
	I.34

	 	(U) Subcontracting Reporting System
	 	 	62	 
	(U)

	 	Section J — List Of Documents Exhibits And Other Attachments
	 	 	63	 






UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





Contract Page 19 of 63













 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




(U) SECTION A — Solicitation/Contract Form



Standard Form (SF) 1449, Solicitation, Offer and Award



(U) SECTION B — Supplies or Services/Prices




	(U)	 	BASE PERIOD
	 
	B.1	 	(U) CONTRACT LINE ITEM NUMBER 0001: COMMERCIAL SATELLITE IMAGERY — SERVICE LEVEL
AGREEMENT FOR PIXEL & IMAGERY ACQUISITION/OPERATIONS (BASELINE COLLECTION CAPACITY)




(U) The scope of this firm-fixed price (FFP) contract line item number (CLIN) for the acquisition
and delivery of imagery and associated imagery support data under a Service Level Agreement (SLA)
from the Contractor’s satellite constellation is defined in Contract Attachment 1, EnhancedView
Imagery Acquisition Statement of Work. This effort is priced at the amount set forth below.




	 	 	 	 	 	 	 	 	 
	 	 	Baseline Quantity	 	Firm Fixed Price
	 	 	(sqnmi/day)	 	(12 Months]
	Total CLIN 0001
	 	 	[*]	 	 	 	$150,000,000.00	 







	B.2	 	(U) CLIN 0002: COMMERCIAL SATELLITE IMAGERY — [*] ARCHITECTURE / OPERATIONS RDT&E
NON-RECURRING EXPENSE




(U) The scope of this FFP CLIN for the effort to develop a [*] architecture and [*] operations in
support of the acquisition and delivery of imagery and imagery support data is defined in Contract
Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with Special
Contract Requirement H.24, Exercise of Options (in the event that CLIN 0002 is established as an
option), and Special Contract Requirement H.30, Special Terms and Conditions for Payment, Line
Item 0002 — Payment Event and Amount. This effort is priced at the amount set forth below.



Total CLIN 0002 FFP [*]



(U) Funds are not presently available for the full amount of CLIN 0002. The Government intends to
incrementally fund CLIN 0002. The Government’s and the Contractor’s continuing obligations under
this Contract are contingent upon the availability of appropriated funds from which payment for
contract purposes can be made. No legal liability on the part of the Government for any payment or
on the part of the Contractor for any performance under any order placed under this Contract may
arise until funds are made available to the Contracting Officer for such orders and until the
Contractor receives notice of such availability in writing from the Contracting Officer and the
Contracting Officer modifies the contract to expressly obligate the additional funds.





	B.3	 	(U) CLIN 0003: RESERVED
	 
	B.4	 	(U) CLIN 0004: COMMERCIAL SATELLITE IMAGERY — VALUE-ADDED PRODUCTS AND
SERVICES





(U) The scope of effort for this CLIN is defined in Contract Attachment 1, EnhancedView Imagery
Acquisition Statement of Work. This effort is estimated at the amount set forth below. This CLIN
has a ceiling value of [*] The sum of all items ordered herein and invoiced for shall not exceed
[*]




(U) Minimum Amount: $0.00




(U) Maximum Amount: [*]



(U) CLIN 0004 is an indefinite-quantity ordering CLIN for the supplies or services and prices as
specified in the Statement of Work or in separately issued contractual documents and is effective
for the entire period of performance or as otherwise




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.





Contract Page 20 of 63













 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



specified. Ordering will be accomplished in accordance with Special Contract Requirement H.7,
Ordering Procedures. Delivery or performance shall be made only as authorized by orders issued in
accordance with the Statement of Work. The Contractor shall furnish to the Government, when and if
ordered, the supplies or services specified herein up to and including the amount designated as the
“maximum.” The Government has no minimum order obligations. Except for the limitations in the value
specified as the maximum amount, there is no limit on the number of orders that may be issued. The
Government may issue orders requiring delivery to multiple destinations or performance at multiple
locations. (Funding obligations for this CLIN may occur via Standard Form 30s, Department of
Defense (DD) Form 1155s, or other forms as determined at the time of award of the specific
value-added requirement.)





	B.5	 	(U) CLIN 0005: COMMERCIAL SATELLITE IMAGERY — PHYSICAL MEDIA DELIVERY




(U) The
scope of effort for this CLIN is defined in Contract Attachment 1, EnhancedView Imagery
Acquisition Statement of Work. This CLIN has a ceiling value of [*]. The sum of all items provided
herein and invoiced for shall not exceed [*].



(U) Minimum Amount: $0.00



(U) Maximum Amount: [*]



(U) CLIN 0005 is an indefinite-quantity ordering CLIN for the supplies or services and prices
specified in the Statement of Work to support the storage and dissemination of imagery and image
products on media, and is effective for the entire period of performance. Delivery or performance
shall be made only as authorized by the Contracting Officer, the Contracting Officer’s
Representative, or other government official as designated by the Contracting Officer. The
Contractor shall furnish to the Government, when and if ordered, the supplies specified in CLIN
0005 up to and including the amount designated as the “maximum.” The Government has no minimum
order obligations.





	B.6	 	(U) CLIN 0006: COMMERCIAL SATELLITE IMAGERY — SYSTEM ENGINEERING SERVICES SUPPORT




(U) The scope of effort for this CLIN is defined in Contract Attachment 1, EnhancedView Imagery
Acquisition Statement of Work. This CLIN has a ceiling value of
[*]. The sum of all effort
provided herein and invoiced for shall not
exceed [*]. CLIN 0006 is a time and material (T&M) CLIN for System Engineering Services. T&M
support
shall be provided as directed by the Contracting Officer.



(U) CLIN 0006 will be incrementally funded in accordance with NGA budget and policy provisions. The
Government’s and the Contractor’s continuing obligations under this CLIN is contingent upon the
availability of appropriated funds from which payment for contract purposes can be made. No legal
liability on the part of the Government for any payment or on the part of the Contractor for any
performance under any task placed under this CLIN may arise until funds are made available to the
Contracting Officer for such tasks and until the Contractor receives notice of such availability in
writing by the Contracting Officer and the Contracting Officer modifies the contract to expressly
obligate the additional funds.





	B.7	 	(U) TOTAL CONTRACT PRICE/TOTAL CONTRACT FUNDING





This Table is UNCLASSIFIED



	 	 	 	 	 	 	 	 	 	 	 	 	 
	CLIN	 	Maximum Total Price	 	Obligated Amount	 	Unfunded Amount
	CLIN Series 0000
	 	 	 	 	 	 	 	 	 	 	 	 
	0001
	 	$	150,000,000.00	 	 	$	13,875,000.00	 	 	$	136,125,000.00	 
	0002
	 	 	[*]	 	 	$	25,000,000.00	 	 	 	[*]	 
	0003
	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	0004
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0005
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0006
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Base
Contract Year 1
	 	 	[*]	 	 	$	38,875,000.00	 	 	 	[*]	 
	CLIN Series 0100
	 	 	 	 	 	 	 	 	 	 	 	 





UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.






Contract Page 21 of 63














 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




This Table is UNCLASSIFIED



	 	 	 	 	 	 	 	 	 	 	 	 	 
	CLIN	 	Maximum Total Price	 	Obligated Amount	 	Unfunded Amount
	0101
	 	$	150,000,000.00	 	 	$	0.00	 	 	$	150,000,000.00	 
	0102
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0103
	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	0104
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0105
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0106
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 2
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0200
	 	 	 	 	 	 	 	 	 	 	 	 
	0201
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0202
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0203
	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	0204
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0205
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0206
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 3
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0300
	 	 	 	 	 	 	 	 	 	 	 	 
	0301
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0302
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0303
	 	$	187,600,000.00	 	 	$	0.00	 	 	$	187,600,000.00	 
	0304
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0305
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0306
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 4
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0400
	 	 	 	 	 	 	 	 	 	 	 	 
	0401
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0402
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0403
	 	$	187,600,000.00	 	 	$	0.00	 	 	$	187,600,000.00	 
	0404
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0405
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0406
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 5
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0500
	 	 	 	 	 	 	 	 	 	 	 	 
	0501
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0502
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0503
	 	$	187,600,000.00	 	 	$	0.00	 	 	$	187,600,000.00	 
	0504
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0505
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0506
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 6
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0600
	 	 	 	 	 	 	 	 	 	 	 	 
	0601
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0602
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0603
	 	$	187,600,000.00	 	 	$	0.00	 	 	$	187,600,000.00	 
	0604
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0605
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0606
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 7
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0700
	 	 	 	 	 	 	 	 	 	 	 	 
	0701
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0702
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 





UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.






Contract Page 22 of 63














 




CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



This Table is UNCLASSIFIED



	 	 	 	 	 	 	 	 	 	 	 	 	 
	CLIN	 	Maximum Total Price	 	Obligated Amount	 	Unfunded Amount
	0703
	 	$	187,600,000.00	 	 	$	0.00	 	 	$	187,600,000.00	 
	0704
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0705
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0706
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 8
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0800
	 	 	 	 	 	 	 	 	 	 	 	 
	0801
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0802
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0803
	 	$	187,600,000.00	 	 	$	0.00	 	 	$	187,600,000.00	 
	0804
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0805
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0806
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 9
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	CLIN Series 0900
	 	 	 	 	 	 	 	 	 	 	 	 
	0901
	 	$	159,000,000.00	 	 	$	0.00	 	 	$	159,000,000.00	 
	0902
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0903
	 	$	187,600,000.00	 	 	$	0.00	 	 	$	187,600,000.00	 
	0904
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0905
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	0906
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Subtotal Contract Year 10
	 	 	[*]	 	 	$	0.00	 	 	 	[*]	 
	Total Contract Value with Options
	 	$	3,487,279,566.00	 	 	$	38,875,000.00	 	 	$	3,448,404,566.00	 







	B.8	 	(U) CLIN DESCRIPTION




(U) In accordance with this contract, the Contractor shall furnish all materials, labor, equipment
and facilities, except as specified herein to be furnished by the Government, and shall do all that
which is necessary or incidental to the satisfactory and timely performance of CLINs 0001 through
0006 (and Option CLINs if exercised) as stated above.





	B.9	 	(U) CONTRACT TYPE




(U) This is a hybrid Firm Fixed Price and Time and Material contract (predominately FFP), with base
and option periods as specified in Section/Paragraph F.5.





	(U)	 	OPTION PERIODS






	B.10	 	(U) OPTION CLINs 0101, 0201, 0301, 0401, 0501, 0601,
0701, 0801, AND 0901 — COMMERCIAL
SATELLITE IMAGERY — SERVICE LEVEL AGREEMENT FOR PIXEL & IMAGERY ACQUISITION/OPERATIONS
(BASELINE COLLECTION CAPACITY)




(U) The
scope of this FFP CLIN for the acquisition and delivery of imagery and associated imagery
support data under a SLA from the Contractor’s satellite constellation is defined in Contract
Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with Special
Contract Requirement H.24, Exercise of Options, and Special Contract Requirement H.27, Operating &
Ordering Procedures For The Service Level Agreement Under Option CLIN Series 0x01 or Option CLIN
Series 0x03. This effort is priced at the amounts set forth below.



UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1






 




			
	[*]	 	CONFIDENTIAL TREATMENT REQUESTED BY GEOEYE, INC.






Contract Page 23 of 63














 





CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



This Table is UNCLASSIFIED



	 	 	 	 	 	 	 	 	 
	Options: Contract Years 2 through 10
	 	 	Baseline Quantity	 	Firm Fixed Price
	CLIN Series 0x01	 	(sqnmi/day)	 	(l2 Months)
	Option CLIN 0101 (Contract Year 2)
	 	 	[*]	 	 	$	150,000,000.00	 
	Option CLIN 0201 (Contract Year 3)
	 	 	[*]	 	 	$	159,000,000.00	 
	Option CLIN 0301 (Contract Year 4)
	 	 	[*]	 	 	$	159,000,000.00	 
	Option CLIN 0401 (Contract Year 5)
	 	 	[*]	 	 	$	159,000,000.00	 
	Option CLIN 0501 (Contract Year 6)
	 	 	[*]	 	 	$	159,000,000.00	 
	Option CLIN 0601 (Contract Year 7)
	 	 	[*]	 	 	$	159,000,000.00	 
	Option CLIN 0701 (Contract Year 8)
	 	 	[*]	 	 	$	159,000,000.00	 
	Option CLIN 0801 (Contract Year 9)
	 	 	[*]	 	 	$	159,000,000.00	 
	Option CLIN 0901 (Contract Year 10)
	 	 	[*]	 	 	$	159,000,000.00	 





(U) Funds are not presently available for the full amount of Option CLINs 0101, 0201, 0301,
0401, 0501, 0601, 0701, 0801, and 0901 (if exercised). The Government intends to incrementally fund
these Option CLINs. The Government’s and the Contractor’s continuing obligations under this
Contract are contingent upon the availability of appropriated funds from which payment for contract
purposes can be made. No legal liability on the part of the Government for any payment or on the
part of the Contractor for any performance under any order placed under this Contract may arise
until funds are made available to the Contracting Officer for such orders and until the Contractor
receives notice of such availability in writing from the Contracting Officer and the Contracting
Officer modifies the contract to expressly obligate the additional funds.





	B.11 	 	(U) OPTION CLINs 0102, 0202, 0302, 0402, 0502, 0602, 0702, 0802, AND 0902: RESERVED
	 
	B.12 	 	(U) OPTION CLINs 0103 AND 0203: RESERVED
	 
	B.13 	 	(U) OPTION CLINs 0303, 0403, 0503, 0603, 0703, 0803, AND 0903: COMMERCIAL SATELLITE
IMAGERY — SERVICE LEVEL AGREEMENT FOR PIXEL & IMAGERY ACQUISITION/OPERATIONS (AUGMENTATION
IMAGERY COLLECTION CAPACITY)




(U) The scope of this FFP CLIN for the acquisition and delivery of imagery and associated imagery
support data under a SLA from the Contractor’s augmentation satellite constellation is defined in
Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with
Special Contract Requirement H.24, Exercise of Options, Special Contract Requirement H.26, Special
Terms And Conditions In The Event Of Termination For Convenience and/or Cancellation Of Other
Transaction For Prototype Project (OTFPP) Agreement And Subsequent Impacts To Option CLIN Series
0x03, and Special Contract Requirement H.27, Operating & Ordering Procedures For The Service Level
Agreement Under Option CLIN Series 0x01 or Option CLIN Series 0x03. This effort is priced at the
amounts set forth below.



This Table is UNCLASSIFIED



	 	 	 	 	 	 	 	 	 
	Options: Contract Years 4 through 10*
	 	 	Augmentation Quantity	 	Firm Fixed Price
	CLIN Series 0x03	 	(sqnmi/day)	 	(12 Months)
	** Option CLIN 0303 (Contract Year 4)
	 	 	[*]	 	 	$	187,600,000.00	 
	Option CLIN 0403 (Contract Year 5)
	 	 	[*]	 	 	$	187,600,000.00	 
	Option CLIN 0503 (Contract Year 6)
	 	 	[*]	 	 	$	187,600,000.00	 
	Option CLIN 0603 (Contract Year 7)
	 	 	[*]	 	 	$	187,600,000.00	 
	Option CLIN 0703 (Contract Year 8)
	 	 	[*]	 	 	$	187,600,000.00	 
	Option CLIN 0803 (Contract Year 9)
	 	 	[*]	 	 	$	187,600,000.00	 
	Option CLIN 0903 (Contract Year 10)
	 	 	[*]	 	 	$	187,600,000.00	 








 




			
	*	 	The first Option in CLIN Series 0x03 to be exercised is dependent on
successful completion of Milestone #19 of the companion OTFPP Agreement No.
HM0210-10-9-0001 to this
contract.
	 
	**	 	The monthly fee(s) shall be pro-rated for any partial month based on the total
days the SLA
is in effect. (For example, if the monthly fee is $30, or $360 for 12 months,
and the SLA does
not take effect until the 16th day of the second month, Option CLIN 0303 would
be priced at
$15 for the second month and $30 for the next 10 months, or $315 for 10.5
months.)




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WHEN SEPARATED FROM ATTACHMENT 1






 




			
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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



(U) Funds
are not presently available for the full amount of Option CLINs 0303, 0403, 0503, 0603,
0703, 0803, and 0903 (if exercised). The Government intends to incrementally fund these Option
CLINs. The Government’s and the Contractor’s continuing obligations under this Contract are
contingent upon the availability of appropriated funds from which payment for contract purposes can
be made. No legal liability on the part of the Government for any payment or on the part of the
Contractor for any performance under any order placed under this Contract may arise until funds are
made available to the Contracting Officer for such orders and until the Contractor receives notice
of such availability in writing from the Contracting Officer and the Contracting Officer modifies
the contract to expressly obligate the additional funds.





	B.14 	 	(U) OPTION CLINs 0104, 0204, 0304, 0404, 0504, 0604,
0704, 0804, AND 0904: COMMERCIAL
SATELLITE IMAGERY — VALUE-ADDED PRODUCTS AND SERVICES




(U) The scope of effort for this CLIN Series is defined in Contract Attachment 1, EnhancedView
Imagery Acquisition Statement of Work, and in accordance with Special Contract Requirement
H.24, Exercise of Options. This effort is estimated at the amount set forth below. These Option
CLINs have a ceiling value of [*] per contract year. The sum of all items ordered herein and
invoiced for shall not exceed $ [*] Per Option CLIN.



(U) Minimum Amount: $0.00 per Option CLIN



(U) Maximum Amount: [*] per Option CLIN



(U) Option CLIN 0104, 0204, 0304, 0404, 0504, 0604, 0704, 0804, and 0904 are indefinite-quantity
ordering CLINs for the supplies or services and prices as specified in the Statement of Work or in
separately issued contractual documents and are effective for the entire period of performance or
as otherwise specified. Ordering will be accomplished in accordance with Special Contract
Requirement H.7, Ordering Procedures. Delivery or performance shall be made only as authorized by
orders issued in accordance with the Statement of Work, Section C. The Contractor shall furnish to
the Government, when and if ordered, the supplies or services specified herein up to and including
the amount designated as the “maximum.” The Government has no minimum order obligations. Except for
the limitations in the value specified as the maximum amount, there is no limit on the number of
orders that may be issued. The Government may issue orders requiring delivery to multiple
destinations or performance at multiple locations. (Funding obligations for this CLIN may occur via
Standard Form 30s, DD Form 1155s, or other forms as determined at the time of award of the specific
value-added requirement.)





	B.15 	 	(U) OPTION CLINs 0105, 0205, 0305, 0405, 0505, 0605, 0705, 0805, AND 0905:
COMMERCIAL SATELLITE IMAGERY — PHYSICAL MEDIA DELIVERY




(U) The scope of effort for this CLIN Series is defined in Contract Attachment 1, EnhancedView
Imagery Acquisition Statement of Work, and in  accordance with Special Contract Requirement H.24,
Exercise of Options. These Option CLINs have a ceiling value of [*] per contract year. The sum of
all items provided herein and invoiced for shall not exceed [*] per Option CLIN.



(U) Minimum Amount: $0.00 per Option CLIN



(U) Maximum Amount: [*] per Option CLIN



(U) Option
CLINs 0105, 0205, 0305, 0405, 0505, 0605, 0705, 0805, and 0905 are indefinite-quantity
ordering CLINs for the supplies or services and prices specified herein to support the storage and
dissemination of imagery, and image products on media, and are effective for the entire period of
performance. Delivery or performance shall be made only as authorized by the Contracting Officer,
the Contracting Officer’s Representative, or other government official as designated by the
Contracting Officer. The Contractor shall furnish to the Government, when and if ordered, the
supplies or services specified



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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



in Option
CLINs 0105, 0205, 0305, 0405, 0505, 0605, 0705, 0805, and 0905 up to and including the
amount designated as the “maximum.”. The Government has no minimum order obligations.





	B.16 	 	(U) OPTION CLINs 0106, 0206, 0306, 0406, 0506, 0606, 0706, 0806, AND 0906: COMMERCIAL
SATELLITE IMAGERY — SYSTEM ENGINEERING SERVICES SUPPORT




(U) The scope of effort for this CLIN Series is defined in Contract Attachment 1, EnhancedView
Imagery Acquisition Statement of Work, and in accordance with Special Contract Requirement H.24,
Exercise of Options. These Option CLINs have a ceiling value of [*] each. The sum of all effort
provided herein and invoiced for shall not exceed
 [*] per Option CLIN. Option CLINs 0106, 0206, 0306, 0406, 0506, 0606, 0706, 0806, and 0906 are T&M
CLINs for System Engineering Services Support. T&M support shall be provided as directed by the
Contracting Officer.



(U) These Option CLINs will be incrementally funded in accordance with NGA budget and policy
provisions. The Government’s and the Contractor’s continuing obligations under these CLINs are
contingent upon the availability of appropriated funds from which payment for contract purposes can
be made. No legal liability on the part of the Government for any payment or on the part of the
Contractor for any performance under any task placed under these Option CLINs may arise until funds
are made available to the Contracting Officer for such tasks and until the Contractor receives
notice of such availability in writing by the Contracting Officer and the Contracting Officer
modifies the contract to expressly obligate the additional funds.



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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




(U) SECTION C — Description/Specifications




	C.1 	 	(U) STATEMENT OF WORK




(U) The Contractor shall provide all personnel, materials, and facilities to furnish the items
specified in Section B of this contract in accordance with Contract Attachment 1, EnhancedView
Imagery Acquisition Statement of Work, and Contract Attachment 2, DD Form 254, Contract Security
Classification Specification.



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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




(U) SECTION D — Packaging and Marking




	D.1 	 	(U) PACKAGING AND MARKING INSTRUCTIONS PRESERVATION, PACKAGING, PACKING, AND MARKING OF
SHIPMENTS (COMMERCIALLY PACKAGED ITEMS)




(U) Packing, packaging, and marking shall be in accordance with standard commercial
practices to assure arrival at destination in serviceable condition.





	D.2 	 	(U) PROHIBITED PACKING MATERIALS




(U) The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed
paper, computer paper and similar hygroscopic or non-neutral material) is prohibited.





	D.3 	 	(U) MARKINGS OF WARRANTED ITEMS




(U) Each item covered by a warranty shall be stamped or marked as such. Where this is
impracticable, written notice shall be attached to or furnished with the warranted item. Markings
will state (i) substance of warranty, (ii) duration, and (iii) name of activity to be notified of
defects. Electronic deliveries shall contain files describing the warranty.



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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




(U) SECTION E — Inspection and Acceptance




	E.1 	 	(U) FAR 52.246-6 INSPECTION — TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001)
	 
	E.2 	 	(U) INSPECTION




(U) The inspection or acceptance of work, accomplished and/or items produced or deliverable under
this Contract shall be performed in accordance with the procedures and prerequisites as defined in
FAR 52.212-4(a).





	E.3 	 	(U) ACCEPTANCE




(U) Acceptance of items produced under this Contract occurs upon delivery as defined in Contract
Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with the
procedures and prerequisites as defined in FAR 52.212-4(a).



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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




(U) SECTION F — Deliveries or Performance




	F.1 	 	(U) FAR 52.242-15 STOP-WORK ORDER. (AUG 1989)
	 
	F.2 	 	(U) FAR 52.247-34 F.O.B. DESTINATION. (NOV 1991)




(U) The principal place of performance under this Contract shall be the Contractor’s facility
located at:



21700
Atlantic Blvd., Dulles, Virginia 20166





	F.3 	 	(U) CONSIGNEE AND ADDRESS




[*]





	F.4 	 	(U) PERSONAL DELIVERY




(U) In the event any item under this Contract is personally delivered to the Contracting Officer’s
Representative or the Contracting Officer, the Contractor shall obtain a signed receipt in
duplicate from the Contracting Officer’s Representative or Contracting Officer. One copy of the
receipt shall be attached to the Contractor’s invoice submitted for payment for such item(s).
Failure to do so may result in delayed payment.





	F.5 	 	(U) PERIOD OF PERFORMANCE




a. (U) This Contract commences upon execution. Specific CLIN periods of performance are as
follows:



(U) The period of performance of CLIN 0001 is from 01 September 2010 through 12 Months. If
and to the extent that any CLIN under Option CLIN Series 0x01 is exercised, the period of
performance for each individual CLIN is through 12 Months After Previous Contract Period Ends
(MAPCPE).



(U) The period of performance for CLIN 0002 is from contract award through
twenty-four (24) months, with the option periods RESERVED.



(U) CLIN 0003 is RESERVED. If and to the extent that any CLIN under Option CLIN Series 0x03 is
exercised, the period of performance for each individual CLIN is through 12 MAPCPE, excluding the
first option exercise under this CLIN Series. For the first option exercised under Option CLIN
Series 0x03, see Special Contract Requirement H.24, Exercise of Option, paragraph d for the period
of performance.



(U) The ordering period for CLINs 0004, 0005 and 0006 is from contract award through 12 Months. If
and to the extent that any CLIN under Option CLIN Series 0x04, 0x05 and 0x06 is exercised, the
ordering period of performance for each individual CLIN is through 12 MAPCPE.



(U) The table below graphically illustrates the base and option periods for all CLINs.



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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




This Table is UNCLASSIFIED




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Contract	 	CLIN Series	 	CLIN Series	 	CLIN Series	 	CLIN Series	 	CLIN Series	 	CLIN Series
	Year	 	0x01	 	0x02	 	0x03	 	0x04	 	0x05	 	0x06
	1 (BaseYear)
	 	Base
	 		 	RESERVED
	 	Base
	 	Base
	 	Base
	2
	 	12 MAPCPE
	 	Base
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	3
	 	12 MAPCPE
	 	 	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	4
	 	12 MAPCPE
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	5
	 	12 MAPCPE
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	6
	 	12 MAPCPE
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	7
	 	12 MAPCPE
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	8
	 	12 MAPCPE
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	9
	 	12 MAPCPE
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	10
	 	12 MAPCPE
	 	RESERVED
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE
	 	12 MAPCPE





b. (U) Provisions of this Contract, which, by their express terms or by necessary implication,
apply for periods of time other than specified herein, shall be given effect, notwithstanding this
clause. In the event requirements exceed the minimum contract amount requirements, the Government
reserves the right to compete the additional requirements.




F.6 (U) PLACE OF DELIVERY



a. (U) Primary Delivery: Origin. The articles to be furnished hereunder shall be delivered upon
placement into the NGA Product Archive located at the Contractor’s site or as designated by the
Contracting Officer at the time of tasking in accordance with Attachment 1, EnhancedView Imagery
Acquisition Statement of Work.



b. (U) Secondary Delivery: Destination. Finished products shall be transmitted electronically (in
accordance with Attachment 1, EnhancedView Imagery Acquisition Statement of Work) upon NGA request
after placement into the NGA Product Archive located at the Contractor’s site at no additional
charge. If requested, NGA may designate another media type for delivery at additional expense.




F.7 (U) DATA DELIVERABLE



(U) The contractor shall provide data deliverables and reports in accordance with Contract
Attachment 1, EnhancedView Imagery Acquisition Statement of Work.




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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.





HM0210-10-C-0003




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(U) SECTION G — Contract Administration Data



G.1 (U) AUTHORITY AND DESIGNATION OF A CONTRACTING OFFICER’S REPRESENTATIVE (COR)



(U) Designation of a COR will be accomplished by issuance of a letter signed by the Contracting
Officer. Two copies of the letter, with reference to this clause, will be provided to the
Contractor. The Contractor will acknowledge both the receipt of the designation and its
understanding of the limited authority specified herein, by signing and returning a copy of the
letter to the address indicated. Designation and acknowledgement may be accomplished via electronic
communications.



(U) The COR(s) has a written designation memorandum on file with the procurement office. This
memorandum, as directed by DFARS 252.201-7000(b), specifies the extent of the COR’s authority to
act on behalf of the contracting officer. This authority cannot be re-delegated to any other
person. The alternate COR acts in behalf of the primary COR in absence of the primary COR and is
appointed through a separate memorandum.



(U) The primary responsibilities of CORs are:



1) (U) Technical Liaison. Oversees the contractor’s technical effort to ensure that performance is
in strict accordance with the terms and conditions of the contract. Is the primary interface
between the contractor and the contracting officer on matters pertaining to the contractor’s
technical performance. Answers technical questions, furnishes technical instruction and guidance to
the contractor relating to contract specifications, and any other instructions of a technical
nature necessary to perform the work as specified in the contract. CORs are not to tell the
Contractor how to perform, but only what is required of a technical nature. If doubt exists as to
whether information to be furnished falls within the scope of the contract, the COR is to
coordinate action with the contracting officer prior to transmitting the information to the
Contractor. Promptly responds to contracting officer queries for technical information and directs
the contractor to submit requests for change, deviation or waiver in writing to the contracting
officer. Keeps the contracting officer informed regarding communications with the contractor in
order to prevent possible misunderstandings or situations that could affect contract terms and
conditions and become the basis for future claims against the Government.



2) (U) Monitoring contractor performance. Ensures delivery schedules are adhered to and provides
quality assurance. Provides status to the contracting officer and other program personnel to ensure
compliance with the technical requirements of the contract. If performance is not proceeding
satisfactorily, or if problems are anticipated, promptly notifies the contracting officer and may
provide a recommended technical course of correction action. Reviews and approves progress reports,
technical reports, financial/management reports and other items requiring approval. Notifies the
contracting officer if such reports or items should be rejected, stating the basis for rejection.



3) (U) Technical Evaluation of Contractor Proposal. Evaluates contractor proposals for
modifications and provides a written technical evaluation, to include price or cost elements, to
the contracting officer.



4) (U) Reviewing and Approving Payments and Acceptance. Reviews invoices and progress payments
for accuracy and appropriateness and reports any discrepancies and provides concurrence (or
non-concurrence) to the Contracting Officer. Approves payments and accepts work on the
appropriate forms for services performed or supplies delivered.



5) (U) Administration of Government Property. Submits to the contracting officer and property
specialist a written evaluation of the disposition of any material/property furnished by the
Government that is accountable to the contract.



6) (U) Security. Coordinates all security requirements of the contract with the contractor and the
agency security office, to include DD Form 254s and contractor access to NGA networks. Ensures AIS
accounts of departing NGA contractor on-site personnel are cancelled expeditiously. Keeps track of
any classified documents or data provided and ensures return or destruction upon completion of the
contract.



7) (U) Maintenance of Files. Keeps a file of all records related to the contract to include, but
not limited to, the contract, e-mail correspondence, formal written correspondence, reports,
receiving and acceptance reports/forms, technical evaluations, trip reports, meeting notes, status
reports, past performance reports, government property reports and closeout records.




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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

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8) (U) Administration of On-Site contractor personnel information. Maintains information on
contractors, prime and subs, performing on-site at NGA facilities. Coordinates with the contractors
and the Human Resource Office (HR) all contractor data changes, to include arrival and departure,
names, physical location(s), NGA organization code of office responsible for
contractor-occupied-space, and employer name, address and phone. Approves badging of contractors
upon contractor completion and submittal of Contractor Data Input Record Form to HR and a
standardized NGA non-disclosure statement.



(U) CORs shall not direct the contractor in any manner that would be of the type of supervision
or control that converts an individual who is an independent Contractor (such as a contractor
employee) into a Government employee.



(U) Notwithstanding the delegated duties listed herein, the COR does not possess the authority of a
contracting officer and, therefore, shall not alter the terms and conditions of the contract in any
way, to include any commitments or changes that will affect cost, price, quality, quantity,
delivery, or any other term or condition of the contract. The contracting officer is the only
official with the authority to enter into or modify contractual agreements or commitments.
Unauthorized acts could result in personal liability.



(U) The duties and responsibilities set forth herein are not intended to be all-inclusive. The
contracting officer may delegate additional functions as deemed necessary.



G.2 (U) NGA: SUBMISSION OF INVOICES (MAY 2008)



a. (U) The contractor shall prepare each invoice in accordance with the Prompt Payment Act. Fax one
copy to DFAS Indianapolis at
1-866-894-8007. DFAS Indianapolis prefers a faxed copy but will accept
hard copy that is mailed to their office listed on the face of the contract/order.



b. (U) At the same time of submission to the payments office, the contractor will fax one copy to
the Contracting Officer (email in lieu of fax is allowed), and one copy to the Contracting
Officer’s Representative (email in lieu of fax is allowed)



c. The NGA receiver of the service or item will complete the receiving report and fax one copy to
DFAS Indianapolis at 1-866-894-8007, and one copy to the contracting officer shown on the face
page of this contract/order.



d. (U) Contractors wishing to check the status of their vouchers should do so by using “myInvoice”
at www.dfas.mil; click on the MyInvoice icon. Questions regarding vouchers or payments may also be
directed to DFAS by calling 1-888-332-7366; select Option 2, then Option 2. When unable to obtain
information on status of vouchers and payments via “myInvoice” and DFAS, questions may be directed
to the contracting officer administering the contract. In the absence of an administrative
contracting officer, contact the NGA procurement contracting officer, whose name and contact
information appear on the face page of this contract/order.



G.3 (U) NGA: GOVERNMENT REPRESENTATIVE (SEP 2003)



(a) (U) The Government may, upon contract award or thereafter, name representatives with titles
such as Project Officer, Contracting Officer’s Representative, and so on. Such individuals will be
named in writing by the Contracting Officer, with individual responsibilities set forth at that
time.



(b) (U) In any event, no such named individual has the authority to issue any direction under this
contract either technical or otherwise, which constitutes a change to the terms, conditions, price
or delivery schedule of the contract. Only the Contracting Officer is authorized to alter the
contract in any manner.



G.4 (U) NGA: CONTRACT ADMINISTRATION (SEP 2003)



(U) The component listed in Block 16 of Standard Form 1449 of this contract will be the Contract
Administration Office in performance of certain assigned contract administration functions of the
Contracting Office in accordance with FAR 42.201. The Contract Administration Office (CAO) assigned
responsibility for this contract will advise the contractor of any necessary instructions and
procedures to be followed in dealing with any applicable Government offices.




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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
BEEN REQUESTED BY GEOEYE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY
A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1



G.5 (U) NGA: PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (SEP 2003)



(U) In accordance with DFARS 204.7107, the following instructions are provided for payment of CLINs
with multiple lines of accounting: FROM THE OLDEST LINES OF ACCOUNTING FIRST.




G.6 (U) ACCOUNTING AND APPROPRIATION DATA




This Table is UNCLASSIFIED




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Obligated	 	Cumulative
	Action	 	CLIN	 	Fund Cite	 	Funding	 	Total
	 	 	0001	 	9700100.4802
8A0 85CR OZ33XX SU8888 594C0 34345B 880300
	 	$13,875,000.00	 	 
	Award	 	0002	 	9700400.4802
8E0 85CR SK17XX AB8888 588ST 34345B 880300
	 	$25,000,000.00	 	$38,578,000.00
	 	 	 	 	 
	 	$38,578,000.00	 	 






UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1





 



			
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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.


HM0210-10-C-0003




UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1




(U) SECTION H — Special Contract Requirements



H.1 (U) NGA: 5X52.209-9003 PROTECTION OF INFORMATION AND NONDISCLOSURE AGREEMENTS (JULY 2006)



(a) (U) Definitions. As used in this clause only:



     (1) Protected Information and Computer Software means, unless specifically excluded by
paragraph (2) below, all information and computer software, in any form or media, that in the
course of performing work under this contract are disclosed to the Contractor, its subcontractors,
or their employees, or to which those persons otherwise are given access to, by (i) NGA, (ii) other
government agencies, (iii) foreign governments or (iv) other contractors while directly supporting
NGA, which is accompanied by written legends identifying use or disclosure restrictions or
disclosed under circumstances that the Contractor knows are subject to use or disclosure
restrictions established in writing by the Government.



     (2) (U) Protected Information and Computer Software does not include information that:




          (i) (U) Has been released to the general public through no action of the undersigned in breach
of this agreement or through no action of any other party in breach of any other obligation of
confidentiality owing to the Government or the owner of the protected information or computer
software;




          (ii) (U) Has been lawfully obtained by the recipient outside the course of the performance
of this contract;




          (iii) (U) Has been properly licensed or provided directly by the owner (or other
authorized source) of the information or computer software to the recipient to the extent
so licensed or provided;




          (iv) (U) Is owned by the recipient or was developed independently of the disclosure
hereunder; or




          (v) (U) Has been disclosed to the recipient by the Government with explicit authorization
to use or disclose the information for another purpose, to the extent so authorized.



(b) (U) Use and disclosure restrictions. The Contractor shall use and disclose Protected
Information and Computer Software only as necessary for the performance of the requirements of this
contract. Protected Information and Computer Software may not be used or disclosed for any other
purpose, including bid or proposal preparation or business marketing, without the written approval
of the Contracting Officer. Furthermore, unless otherwise directed by the Contracting Officer, the
Contractor shall comply with all restrictions set forth in any legends, licenses or instructions
provided to the Contractor or accompanying Protected Information and Computer Software or other
written directives of the Government known to the Contractor. The use and disclosure obligations
imposed by this paragraph shall expire as follows:




     (1) (U) There shall be no expiration date for the following Protected Information and Computer
Software:



          (i) (U) Technical data or computer software containing Limited Rights, Restricted Rights,
Government Purpose Rights, Special License Rights, or Unlimited Rights legends;




          (ii) (U) information or software marked Limited Distribution (LIMDIS);




          (iii) (U) information or software marked Source Selection Information;




          (iv)
(U) contract proposal information marked pursuant to FAR 52.215-1(e) limiting its use for
proposal evaluation purposes only;




          (v) (U) information and computer software marked Contractor Proprietary or a similar legend;




          (vi) (U) data known by the Contractor to be protected by the Privacy Act; and




          (vii) (U) information and software marked Controlled Unclassified Information (CUI) or For
Official Use Only (FOUO).




     (2) (U) For other information or software accompanied at time of disclosure by a written
legend identifying use or disclosure restriction time periods, the expiration date shall be as
stated in or derived from the legend.



     (3) (U) For all other Protected Information and Computer Software, the expiration date shall
be 3 years from the date the information or software is first disclosed to the Contractor.


Notwithstanding the above obligations, the Contractor is not in breach of this agreement if the
Contractor uses or discloses Protected Information and Computer Software in response to an order of
a court or administrative body of competent jurisdiction, but only to the extent permitted by that
authority and only if the Contractor gives the Contracting Officer, to the extent practical, notice
of the tribunal’s order before the use or disclosure is made that allows NGA a reasonable time to
object to the order.



(c) (U) Unauthorized Use or Disclosure. The Contractor shall immediately notify the Contracting
Officer of any unauthorized use or disclosure known by the Contractor of Protected Information and
Computer Software in violation of the obligations contained in this clause.




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



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(d) (U) Disposition. At the conclusion of performance of work under this contract, the Contractor
shall immediately return to the Government all Protected Information and Computer Software in its
possession. Furthermore, if an employee of the Contractor who has had access to Protected
Information and Computer Software is terminated or reassigned and thus is no longer performing work
under this contract, the Contractor shall immediately return all Protected Information and Computer
Software in the employee’s possession. Moreover, if a Contractor’s employee is dedicated to support
a specific NGA Office or Directorate or NGA program under this contract, but is subsequently
reassigned to support another NGA Office or Directorate or NGA program under this contract, the
Contractor shall immediately return all Protected Information or Computer Software in the
employee’s possession previously furnished by the prior NGA Office or Directorate or NGA program.
In lieu of returning Protected Information and Computer Software, the Contracting Officer or
Contracting Officer’s representative may authorize the destruction of the information or the
transfer of the information to another employee of the Contractor working under the contract.
Finally, this clause shall not be interpreted as preventing the Contractor from retaining records
required by statutes or other clauses of this contract, such as FAR
52.215-2 Audit and Records —
Negotiations.



(e) (U) Third party beneficiaries. This clause is executed for the benefit of the Government and
the owners of Protected Information and Computer Software. The Government and the owners of
Protected Information and Computer Software (and their delegatees, successors and assignees) are
third party beneficiaries of the obligations contained in this clause who, in addition to any other
legal rights they may have, are intended to have the rights of direct action against the Contractor
or any person to whom the Contractor has disclosed or released Protected Information and Computer
Software, to seek damages from any breach of this clause, or to otherwise enforce this clause.



(f) (U) Duration. The above obligations imposed by this clause shall survive the termination or
completion of this contract.



(g) (U) Classified Information. This clause is in addition to and in no manner abrogates
requirements, obligations or remedies regarding the protection of classified information and does
not supersede the requirements of any laws, regulations, other directives or nondisclosure
agreements regarding classified information.



(h) (U) Other Restrictions. This agreement does not abrogate any other obligations currently placed
upon the Contractor or which may be imposed upon the Contractor in the future by the Government or
other persons; or remedies afforded those persons regarding those obligations.



(i) (U) Nondisclosure agreements. The Contractor shall require and ensure that each of its
employees who may receive or be given access to Protected Information and Computer Software signs
the nondisclosure agreement provided by attachment to this contract (Attachment 7) prior to the
employee performing work under this contract covered by the nondisclosure agreement. The Contractor
shall maintain copies of signed nondisclosure agreements for a period of at least three years after
final payment under this contract. At the direction of the Contracting Officer, the Contractor
shall make those agreements available for inspection by the Contracting Officer and will furnish
the Contracting Officer copies of those agreements at no additional cost to the Government if
requested by the Contracting Officer.



(j) (U) The Contractor shall include the substance of this clause in all subcontracts under
this contract in which subcontractors may be disclosed or granted access to Protected
Information and Computer Software.



H.2 (U) NGA: 5X52.37-9000 CONTRACTOR EMPLOYEE DATA FOR ACCESS TO NGA FACILITIES OR
SENSITIVE SYSTEMS (OCT 2005)




1. (U) This clause defines the contractor’s responsibilities for providing accurate contractor
data, and providing updates to that data, for NGA’s Human Capital Management System (HCMS). NGA
requires that all contractors provide initial and timely updates to HCMS data for all personnel
performing under this contract who have access to NGA facilities or sensitive systems, as
determined by the contracting officer.



2. (U) The Contractor shall:




     a. (U) Provide the Contracting Officers Representative (COR) a Point of Contact (POC) for
providing and maintaining contractor personnel data for the HCMS database. The POC shall be
provided to the COR, in writing, within 10 days of



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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



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contract award (or modification inserting this clause). For contracts with an on-site Project Lead
or Program Manager, this person shall serve as the POC.




     b. (U) Provide the COR initial HCMS data for their personnel within 10 days of contract award
or modification. The information that is to be provided for HCMS shall include: person’s full legal
name, social security number, citizenship status, NGA contract number, prime contractor name, NGA
location and organization where the person will be working, and a 24/7 emergency contact point for
the contractor.



     c. (U) Notify the COR of all contractor data changes within 10 days of the change. Changes
include new or departing contractor personnel and any change to information provided in paragraph b
above. If the contract number under which a contractor or its personnel work changes, the POC for
the contract receiving the personnel shall notify the COR within 10 days of the change.



     d. (U) Provide response to all inquiries made by NGA as to the validity and completeness of
contractor data records in the HCMS database within two weeks of date of request.



     e. (U) Ensure all employees attend in-processing and out-processing briefings.


H.3 (U) NGA: 5X45.592-9000 GOVERNMENT-FURNISHED LIMITED DISTRIBUTION MATERIALS (JUNE 2004)



(a) (U) Definition — LIMITED DISTRIBUTION (LIMDIS) materials mean any unclassified geospatial
information and data or imagery distributed by or created by the National Geospatial-Intelligence
Agency, as well as materials derived from National Geospatial-Intelligence Agency information and
data that is marked or labeled as “LIMITED DISTRIBUTION” or “LIMDIS”.



(b) (U) Geospatial information and data or imagery identified as being “LIMITED DISTRIBUTION”
are protected from public disclosure pursuant to Title 10, United States Code, Section 455. The
Government may provide LIMITED DISTRIBUTION materials to the Contractor (or Subcontractor) for
use in the performance of this contract.



(c) (U) In addition to the restrictions and obligations contained in the clause at DFARS
252.245-7000, “Government-Furnished Mapping, Charting, and Geodesy Property (December 1991),”
the Contractor (or Subcontractor) shall:




     (1) (U) Grant access to LIMDIS materials to only those individuals having a need for access in
the performance of this contract. In furtherance of this requirement, the contractor shall:



          a. (U) Prohibit storage of LIMDIS materials on systems accessible by other individuals who do
not require such access.




          b. (U) Ensure that LIMDIS materials are not used to either demonstrate products or
capabilities outside the scope of the contract or as a marketing tool.




          c. (U) Ensure that LIMDIS materials are not used to create other products or derivative
products.




          d. (U) Prohibit the processing or transmission of LIMDIS materials on unencrypted or unsecured
systems accessible by the public such as the World Wide Web.




          e. (U) Ensure that LIMDIS materials are not displayed or made otherwise accessible to the
public.




          f. (U) Ensure that LIMDIS materials are not released, accessed by, or sold to foreign
governments or international organizations.




          g. (U) Take whatever additional measures are necessary to prevent unauthorized access to
LIMDIS materials.




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.





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          h. (U) Employ storage and inventory controls adequate to ensure that LIMDIS materials are
protected from loss or unauthorized use or access.




     (2) (U) Ensure each reproduction of LIMDIS materials includes the
following LIMDIS caveat: 


LIMITED DISTRIBUTION


Distribution authorized to DoD, IAW 10 U.S.C. § 130 & § 455. Release authorized to U.S. DoD
contractors IAW 48 CFR § 252.245-7000. Refer other requests to Headquarters, NGA, ATTN: Release
Officer, Mail Stop D-136. Destroy as “FOR OFFICIAL USE ONLY.” Removal of this caveat is prohibited.




     (3) (U) Ensure LIMDIS materials that are no longer required for contract performance and
chosen for destruction are destroyed by a method that prevents reconstruction of the materials to
their original condition. Paper products should be destroyed by a method such as pulping, burning,
or cross-cut shredding. Electronic media should be returned to the Contracting Officer or destroyed
locally in a manner that prevents reconstruction of the media and abides by any environmental
regulations.



     (4) (U) Immediately submit a report to the Contracting Officer upon discovery that LIMDIS
material has been lost, stolen, or disclosed to unauthorized persons. Follow-up reports containing
additional facts will be provided immediately when those facts become known. The Contractor (and/or
Subcontractor) shall provide an assessment of the extent to which LIMDIS material has been
compromised and shall propose corrective action to limit the extent of compromise and to prevent a
reoccurrence.


(d) (U) The Contractor shall include the terms and conditions of subparagraphs (a) through (c) of
this provision in every subcontract.




H.4 (U) NGA: KEY PERSONNEL (SEP 2003) (MODIFIED)



(a) (U) The contractor shall assign to perform this contract those persons who are identified
below or in the contractor’s proposal as key personnel. No substitutions of these key personnel
shall be made except in accordance with this clause.



(b) (U) The contractor agrees that during the first 180 days of contract performance, no personnel
substitutions will be made unless necessitated by an individual’s sudden illness, death, or
termination of employment. In any of these events, the contractor shall promptly notify the
Contracting Officer and provide the information required by paragraph (d) below.



(c) (U) After the initial 180 day period, the Contractor must provide notification of the
substitution prior to removing the approved key personnel from performance. All proposed
substitutions/additions must be submitted, in writing, to the Contracting Officer at least 14 days
(60 days if security clearances are involved) in advance of the proposed substitution and provide
the information required by paragraph (d) below.



(d) (U) All notifications regarding substitutions/additions must include a detailed explanation of
the circumstances necessitating the proposed substitution or addition. All proposed
substitutes/additions must have the required security clearances prior to taking the position and
qualifications that meet or exceed the qualifications of the person to be replaced.



(e) (U) The personnel set forth below as proposed by the contractor, or identified in the
contractor’s proposal as key personnel, comprise the list of key personnel required to perform
under this contract. The list may be modified in accordance with the above, to substitute or add
personnel:




This Table is UNCLASSIFIED




	 	 	 
	Name	 	Title
	[*]

	 	EnhancedView Program Manager
	[*]

	 	EnhancedView Ground Segment Development Manager
	[*]

	 	EnhancedView Space Segment Manager
	[*]

	 	Vice President Finance and Corporate Controller






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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.





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This Table is UNCLASSIFIED




	 	 	 
	Name	 	Title
	[*]

	 	Contracts Lead
	[*]

	 	EnhancedView Imaging Operations Lead
	[*]

	 	EnhancedView Tasking and Collection Lead
	[*]

	 	EnlancedView Imaging Processing, Dissemination and Distribution Lead
	[*]

	 	EnhancedView Image Quality Lead





H.5 (U) NGA: DISCLAIMER STATEMENT (SEP 2003)



(U) The technical report(s) prepared by the Contractor pursuant to this contract must include the
following disclaimer. “The views, opinions, and findings contained in this report are those of the
author(s) and should not be construed as an official Department of Defense position, policy, or
decision, unless so designated by other official documentation.”



H.6 (U) NGA: 5X52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL, AND INITIALS (JUNE 2006)



(a) (U) As provided in 10 U.S.C. Section 425, no person may, except with the written permission of
the both the Secretary of Defense and the Director of Central Intelligence, knowingly use the words
“National Geospatial-Intelligence Agency”, “National Imagery and Mapping Agency” or “Defense
Mapping Agency”, the initials “NGA”, “NIMA” or “DMA”, the seal of the National
Geospatial-Intelligence Agency, National Imagery and Mapping Agency, or the Defense Mapping Agency,
or any colorable imitation of such words, initials, or seal in connection with any merchandise,
retail product, impersonation, solicitation, or commercial activity in a manner reasonably
calculated to convey the impression that such use is approved, endorsed, or authorized by both the
Secretary of Defense and the Director of Central Intelligence.



(b) (U) Whenever it appears to the U. S. Attorney General that any person is engaged or about to
engage in an act or practice which constitutes or will constitute conduct prohibited by paragraph
(a), the Attorney General may initiate a civil proceeding in a district court of the United States
to enjoin such act or practice. Such court shall proceed as soon as practicable to hearing and
determination of such action and may, at any time before final determination, enter restraining
orders or prohibitions, or take such other action as is warranted, to prevent injury to the United
States, or to any person or class of persons for whose protection the action is brought.



H.7 (U) ORDERING PROCEDURES (CLIN Series 0x04)



(a) (U) Any supplies and services to be furnished under CLIN Series 0x04 this contract shall be
ordered by issuance of orders by the individuals designated below. All orders are subject to the
terms and conditions of this contract. In the event of conflict between the order and this
contract, the contract shall control. The following individuals are designated as authorized
ordering officers under this contract: All NGA Contracting Officers within the ACR Division.



(b) (U) General. Orders for supplies or services specified in CLIN Series 0x04 may be
issued at any time during the effective period of this contract. The Contractor agrees to accept
and perform orders issued by the Contracting Officer within the scope of this contract. It is
understood and agreed that the Government has no obligation under the terms of this contract to
issue any orders. Except as otherwise provided in any order, the Contractor shall furnish all
materials and services necessary to accomplish the work specified in each order issued hereunder;
provided, however, that this contract shall not be used for the furnishing of supplies or services
which are covered by any “guaranty” or “warranty” clause(s) of the contract(s) under which the
supplies were manufactured. All requirements of this contract shall be applicable to all orders
issued hereunder. Each order shall be considered a separate binding contract as of its effective
date. The Contractor shall segregate the costs incurred in the performance of any order issued
hereunder from the costs of all other orders issued under this contract.



(c) (U) Ordering. Orders and revisions thereto shall be made in writing and be signed
by any authorized Contracting Officer. Each order will:




     (1) (U) Set forth detailed specifications or requirements for the supplies or services being
ordered;



     (2) (U) Set forth quantities being ordered (if applicable);



     (3) (U) Set forth preservation, packaging and packing instructions, if any;



     (4) (U) Set forth delivery or performance dates;



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     (5) (U) Designate the place(s) where or how inspection and acceptance will be made by the
Government;



     (6) (U) Set forth the firm price or price ceiling;



     (7) (U) Set forth appropriation and accounting data for the work being ordered;



     (8) (U) Be dated;



     (9) (U) Set forth the property, if any, to be furnished by the Government and the date(s) such
property is to be delivered to the Contractor;



     (10) (U) Set forth the disbursing office where payment is to be made and other applicable
contract administration data;



     (11) (U) Be issued on a Standard Form (SF) 30, SF 26 or a DD Form 1155; and



     (12) (U) Set forth any other pertinent information.


(d) (U) The Contracting Officer will consider the factors listed below in determining the placement
of requirements. The importance of the factors will vary depending on the nature of the task to be
performed. Factors for consideration may include the following: ability to meet schedule;
collection/delivery timeframes; delivery methods; imagery formats; performance under previous
requirements; price/cost issues; and subcontracting plans. The Contracting Officer may utilize a
contractor’s product and price schedule as well as product literature to determine whether an
individual order is competed or awarded sole source. All competed orders will be awarded on a
best-value to the government basis.



(e) (U) The Contracting Officer may request written or oral proposals, presentations or pricing
information on a given task from each EnhancedView contract holder prior to issuance of an order.
The Contracting Officer is not bound to either request such information, or notify contract holders
of a requirement for services if, in the Contracting Officers opinion, a decision to award can be
made without such notification.



(f) (U) Identification of the above factors does not preclude the Contracting Officer from
awarding a requirement in accordance with Federal Acquisition Regulation 16.505(b)(2).




H.8 (U) NGA: 5X252.204-7000-90 PUBLIC RELEASE OF INFORMATION (APR 2004)



(U) Information pertaining to this contract shall not be released to the public except as
authorized by the Contracting Officer in accordance with DFARS 252.204-7000, Disclosure of
Information. Requests for approval to release information pertaining to this contract shall be
submitted to the Contracting Officer by means of NGA Form 5230-1, National Geospatial-Intelligence
Agency Request for Clearance for Public Release.




H.9 (U) NON-PUBLICITY



(U) The Contractor shall not use or allow to be used any aspect of this solicitation and/or
contract for publicity, advertisement purposes, or as a reference for new business. It is further
understood that this obligation shall not expire upon completion or termination of this contract,
but will continue indefinitely. The Contractor may request a waiver or release from the foregoing,
but shall not deviate there from unless authorized to do so in writing by the Contracting Officer.
Contractors are not required to obtain waivers when informing offices within this Agency of
contracts it has performed or is in the process of performing provided there are no security
restrictions. Contractors may include the requirement for security clearances up to the TS/SCI
level in public employment advertisements.



(U) Past Performance Information — Referencing Agency Contracts. This Contract may be listed as a
reference for past performance purposes in offers submitted to agencies and organizations within
the Intelligence Community. The Contractor shall obtain Contracting Officer Approval prior to
releasing any information about this Contract outside the Intelligence Community.



(U) Foreign Affiliates. U.S. Government collection requirements and tasking may be released to the
Contractor’s foreign regional affiliates or partners for effecting collection only, unless
expressly restricted in writing by NGA. If a term in the Contractor’s National Oceanic and
Atmospheric Administration operating license conflicts with the terms and conditions of this
contract, the terms and conditions of this NGA contract may be renegotiated.




H.10
(U) NGA: INSURANCE (SEP 2003)




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(U) Pursuant to FAR 52.228-5, Insurance — Work on a Government Installation, the contractor shall
acquire and maintain during the entire performance period of this contract, insurance of at least
the following kinds and minimum amounts as set forth below:



(a) (U) Workman’s Compensation and Employer’s Liability Insurance: In accordance with amounts
specified by the laws of the state in which the work is to be performed under this contract. In the
absence of such state laws, an amount of $100,000 shall be required and maintained.



(b) (U) General Liability Insurance: Bodily injury liability in the minimum amount of $500,000 per
occurrence.



(c) (U) Automobile Liability Insurance: In the amounts of at least $200,000 per person and $500,000
per occurrence for bodily injury and $20,000 per occurrence for property damage.



(d) (U) Aircraft public and passenger liability when aircraft are used in connection with
performing the contract: $200,000 per person and $500,000 per occurrence for bodily injury other
than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger
liability and bodily injury shall be $200,000 multiplied by the number of seats or passengers,
whichever is greater.



(U) Execution of this proposal/contract shall constitute certification that the contractor is
in compliance with all contractual requirements and any applicable State or Federal laws with
respect to insurance requirements.




H.11 (U) NGA: PERFORMANCE OF WORK ON GOVERNMENT PREMISES (SEP 2003)



(U) The rules and regulations, whether in effect now or to go into effect in the future, at the
premises where services are to be performed shall apply to the Contractor and its employees while
working on the premises. These regulations include, but are not limited to: presenting valid
identification for entrance, smoking restrictions, obtaining and using vehicle passes for all
contractor-owned and/or privately owned vehicles, obeying posted directives, strict adherence to
security and/or police directives, and safety procedures and directives.




H.12 (U) NGA: INTENTION TO USE CONSULTANTS (SEP 2003)



(a) (U) The government intends to use the consultant contractor(s) listed below for technical and
review services during the term of this contract. Although the contractor(s) shall not have the
right to provide technical direction, they may attend technical reviews, participate in technical
interchange meetings, witness production, and provide test and inspection support, and other
related services such as cost-risk-schedule trade-off analysis. The contractor(s) will require
access to program-related facilities and documentation including administrative or business
information such as cost information.



(b) (U) Contractor business or proprietary data shall not be made available to the consultant
contractor(s) until a protective agreement(s) are executed between the consultant and the prime
contractor and any necessary sub-contractors, and evidence of such agreement(s) is made available
to the Government.



(c) (U) It is expressly understood that the operation of this clause will not be the basis for an
equitable adjustment.



(d) (U) Contractors providing consulting services are:




							
	 	 	 	 	 	 	 
	The MITRE Corporation
	 	The Aerospace Corporation
	 	Booz Allen Hamilton Inc.
	 	 






H.13 (U) NGA: 5X45.102-9000 GOVERNMENT FURNISHED ACCOUNTABLE PROPERTY (MAY 2003)



(U) Government Furnished Accountable Property (Contract Attachment 3, Government Furnished Property
List)



l. (U) Definitions




     a. (U) Accountable Government Furnished Property. Accountable Government furnished property
includes end items identified as NGA’s that are provided to a third party. This does not include
components of end items, consumable items, or information furnished to a contractor. Reference DoDI
5000.64, paragraph 5.3.1 Aug 02.



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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




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     b. (U) Government Furnished Property Record (GFPR). A list that specifies Government
accountable property furnished to the contractor under a specific contract per FAR 45.5. The
following information elements are included on the GFPR, as applicable:



          (1) (U) Contract number




          (2) (U) Manufacturer’s name




          (3) (U) Serial number




          (4) (U) Model number




          (5) (U) Nomenclature




          (6) (U) Specific location of accountable property




          (7) (U) Acquisition cost/Unit Price




          (8) (U) Date received/Posting Date/Reference of Transaction




          (9) (U) Quantity Received, Issued and on-hand




          (10) (U) Barcode Label Numbers (as provided by NGA)




          (11) (U) Disposition



2. (U) Contractor Responsibilities.




     a. (U) Prime Contractors and subcontractors shall physically inventory all NGA Government
furnished property in its possession, on an annual basis. Personnel who perform the physical
inventory shall not be the same individuals who maintain the property records or have custody of
the property unless the contractor’s operation is too small to do otherwise.



     b. (U) The prime contractor shall provide NGA with a GFPR of all Government Furnished
Accountable property for each contract and subcontract that involves Government Furnished
Accountable Property.



     c. (U) The contractor shall include on the GFPR the applicable identifying elements as indicated
in paragraph l.b.



     d. (U) All NGA supplied accountable property must be identified with a NGA identification
barcode label. If an item received was not previously barcoded by NGA, the contractor shall request
barcode labels within 60 days of receipt of the item. Requests shall include all identifying
elements defined in paragraph l.b and be addressed to:



          (1) (U) Original request: NGA; Attn: SIOM Mail Stop P-121; 12310 Sunrise Valley Drive,
Reston, VA 20191




          (2) (U) Copy of request: NGA Contracting Officer (or Administrative Contracting Officer if
property accountability has been so delegated) in accordance with the address provided in the
applicable contract.




     e. (U) GFPRs shall be updated as required and submitted annually, from contract award, to the
following addressees:



          (1) (U) NGA SIOMP (same address as above), and




          (2) (U) NGA Contracting Officer (or Administrative Contracting Officer if property
accountability has been so delegated? in accordance with the address provided in the applicable
contract.



3. (U) Government Responsibilities. After receipt of a proper request for barcode labels:




     a. (U) NGA SIOMP will provide the contractor the barcode labels to be affixed to each item of
accountable property, and



     b. (U) The NGA Contracting Officer (or Administrative Contracting officer) will update the
contract accordingly.


4. (U) Contractor acquired property is government property not government furnished property, see
definitions at FAR 45.101(a). Contractor acquired property shall be controlled and reported in
accordance with FAR 45.5 and any additional FAR/DFARS property clause requirements.



5. (U) Property disposition shall be accomplished per FAR 46.6, any applicable FAR/DFARS clause, or
contracting officer instructions.




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



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6. (U) A written contract modification is required to increase or decrease government furnished
property on a contract. Distribution of the basic contract and modification(s) is mandatory and
shall to be made to the SIOMP.




H.14 (U) NGA: 5X52.227-9001 ACTIVITIES THAT AFFECT U.S. PERSONS (DEC 2004)



(U) This contract is sponsored by the National Geospatial-Intelligence Agency. All work and
services to be performed hereunder shall be in strict compliance with procedures set forth in
DoDI 5240.1-R.




H.15 (U) NGA: 5X52.207-9000 DOD BASE REALIGNMENT AND CLOSURE (APR 2008)



(U) While NGA continues to transform its processes and systems for the geospatial intelligence
(GEOINT) mission, the Agency will soon begin an even more visible change: consolidating its Eastern
facilities. In accordance with the Department of Defense Base Realignment and Closure (BRAC)
actions that became law in November 2005, NGA will consolidate Eastern operations in the
Springfield, Virginia area on Fort Belvoir North Area by September 15, 2011. As NGA moves to this
New Campus East, it will close its primary sites in Bethesda, Reston, and the Washington Navy Yard,
in addition to relocating smaller NGA functions.




H.16 (U) NGA: 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS & CLOSURE OF NGA (OCT 2008) (MODIFIED)



(a) (U) The National Geospatial-Intelligence Agency observes the following days as Federal holidays




This Table is UNCLASSIFIED




	 	 	 
	New Year’s Day

	 	January 1st
	Martin Luther King’s Birthday

	 	3rd Monday in January
	Presidents Day

	 	3rd Monday in February
	Memorial Day

	 	Last Monday in May
	Independence Day

	 	July 4th
	Labor Day

	 	1st Monday in September
	Columbus Day

	 	2nd Monday in October
	Veterans Day

	 	November 11th
	Thanksgiving Day

	 	4th Thursday in November
	Christmas Day

	 	December 25th
	Inauguration Day (Washington DC Metropolitan Area only)

	 	January 20th after each leap year





(U) Any other day designated by Federal law, Executive Order, or Presidential Proclamation.





(b) (U) When any such day falls on a Saturday or Sunday, the following Monday is observed.
Observance of such days by Government personnel shall not be cause for additional period of
performance or entitlement to compensation except as set forth in the contract. If the contractor’s
personnel work on a holiday, no form of holiday or other premium compensation will be reimbursed
either as a direct or indirect cost, unless authorized pursuant to an overtime clause elsewhere in
the contract.


(c) (U) NGA may close a facility for all or a portion of a business day as a result of




          1) (U) Granting administrative leave to non-essential NGA personnel (e.g., unanticipated
holiday);




          2) (U) Inclement weather;




          3) (U) Failure of Congress to appropriate operation funds;




          4) (U) Continuity of Operations (COOP) training exercises;




          5) (U) Or any other reason deemed appropriate by the D/NGA.



(d) (U) In such cases, contractor personnel not classified as essential under the contract (i.e.,
not performing critical round- the-clock services/tasks or who are not already on duty at the
facility), shall not report to the facility. Contractor personnel already present shall be
requested to leave the facility.




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



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(e) (U) Performance of round-the-clock operations: At the direction of the Contracting Officer; the
contractor agrees to continue to provide sufficient personnel to meet requirements of critical
tasks already in operation, or scheduled for performance during the period in which NGA employees
are dismissed or the facility has been closed prior to the commencement of normal operations.
Contractor personnel should contact their respective home offices to determine their company’s
respective policies on charging contracts during unscheduled closures.




H.17 (U) SECURITY REQUIREMENTS — CONTRACT CLASSIFICATION



[*]




H.18 (U) ORGANIZATIONAL CONFLICT OF INTEREST



(a) (U) The term “organizational conflict of interest” means that because of other activities or
relationships with other persons, a person is unable to or potentially unable to render impartial
assistance or advice to the Government, or the person’s objectivity in performing the contract work
is or might be otherwise impaired, or a person has an unfair competitive advantage. The term
“person” includes a business organization.



(b) (U) If the Contractor is aware of any information bearing on any existing or potential
organizational conflict of interest, it shall provide a disclosure statement which describes all
relevant information concerning any past, present, or planned interests bearing on whether it
(including its chief executives and directors, or any proposed consultant or subcontractor) may
have an existing or potential organizational conflict of interest.



(c) (U) Contractors should refer to FAR Subpart 9.5 for policies and procedures for avoiding,
neutralizing, or mitigating organizational conflicts of interest.



(d) (U) If the Contracting Officer determines that a conflict exists or may occur, he shall
advise the Contractor and take appropriate steps to avoid or otherwise resolve the conflict
through the inclusion of a special agreement clause or other appropriate means. The terms of
any special clause are subject to negotiation.




H.19 (U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING



[*]




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



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[*]


H.20 (U) WARRANTY



(U) The Contractor provides a limited warranty for 30 days that the Products delivered will be of
the area of interest ordered and the media used to carry the Products will be free from physical or
material defects. The Contractor’s sole liability shall be to replace the media if the media (not
the software or data encoded thereon) is defective and NGA returns such to the Contractor within 30
days of delivery. WITH THE EXCEPTION OF THE PROCEEDING WARRANTY, AND IRRESPECTIVE OF ANY OTHER TERM
IN THIS CONTRACT TO THE CONTRACT, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. THE CONTRACTOR
DOES NOT WARRANT THAT THE PRODUCTS WILL MEET NGA’S NEEDS OR EXPECTATIONS, OR THAT OPERATIONS OF THE
PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. NO INFORMATION PROVIDED BY THE CONTRACTOR OR ITS
AGENTS, EMPLOYEES, OR ITS RESELLERS OR DISTRIBUTORS SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE
THE SCOPE OF THIS LIMITED WARRANTY, AND NGA IS NOT ENTITLED TO RELY ON ANY SUCH INFORMATION.
Nothing in this clause impacts the Government’s rights under the inspection and acceptance clauses
of this contract.




H.21 (U) EXPORT CONTROL AND ASSIGNMENT OF PERSONNEL



(U) The Contractor shall comply with the restrictions required by Executive Order 12470, the Arms
Export Control Act (Title 22,
USC)(Sec 275), the International Traffic in Arms Regulation (ITAR),
or DoD directive 5230.25, Withholding of Unclassified Technical Data from Public Disclosure.



(U) The Contractor shall provide the Contracting Officer the identity of foreign nationals (other
than those lawfully admitted into the U.S. for permanent residence) whom the Contractor intends to
use in support of this contract for Government review no less than 30 calendar days prior to their
proposed start. If the contractor determines an applicable ITAR exemption requires action by the
Government, including but not limited to 22 CFR 125.4(b)(l), the exemption request shall be
provided with submittal of the name. Only foreign nationals approved in writing by the Contracting
Officer shall be permitted to work on this contract.




H.22 (U) EMERGENCIES, DISASTERS, AND HUMANITARIAN EFFORTS



(a) (U) In support of emergencies, disasters, and humanitarian efforts, the NGA may disseminate
and/or post on open web sites imagery licensed under this contract regardless of whether the
recipients are within the NextView license user groups. The imagery will contain the copyright
notice and the NextView license notice. After 30 days, the imagery will be handled in accordance
with the NextView license.



(b) (U) The contractor will be given notice within 24 hours after the start of the
dissemination/posting of imagery under the authority of this clause.



(c) (U) If the contractor does not believe the situation constitutes an emergency, disaster, or
humanitarian effort, the contractor has 24 hours after receiving notice to object to the
dissemination/posting of the imagery under the authority of this clause. If the parties cannot
reach agreement, the matter will be resolved in accordance with the Disputes Clause and the other
terms and conditions of this contract.




H.23 (U) NextView IMAGERY END USER LICENSE AGREEMENT



a. (U) General Terms




          1. (U) This clause applies to all unprocessed sensor data and requirements-compliant processed
imagery, imagery services, imagery-derived products and imagery support data licensed under this
Contract. No other clauses related to intellectual property or data rights of any sort shall have
any effect related to the unprocessed sensor data and requirements-compliant processed imagery,
imagery services, imagery-derived products and imagery support data delivered under this Contract.




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.





HM0210-10-C-0003




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          2. (U) All license rights for use of the unprocessed sensor data and requirements-compliant
processed imagery, imagery services, imagery-derived products and imagery support data provided to
the U.S. Government purchased under this NGA contract are in perpetuity.




          3. (U) Licensed users may generate an unlimited number of hardcopies and softcopies of the
unprocessed sensor data and requirements-compliant processed imagery, imagery services,
imagery-derived products and imagery support data for their use.




          4. (i) (U) Licensed users may generate any derived product from the licensed
unprocessed sensor data; and requirements-compliant processed imagery, imagery services,
imagery-derived products and imagery support data.




            (ii) (U) Unprocessed sensor data and requirements-compliant processed imagery, imagery
services, imagery-derived products and imagery support data licensed under this NGA contract have
no restrictions on use and distribution, but shall contain the copyright markings.



b. (U) Licensed Users




          1. (U) The imagery may be used by the U.S. Government (including, all branches, departments,
agencies, and offices).




          2. (U) The U.S. Government may provide the imagery to the following organizations:



State Governments

Local Governments

Foreign Governments and inter-governmental organizations

Non-Governmental Organization’s (NGO) and other non-profit organizations




          3. (U) In consideration for the flexibility afforded to the U.S. Government by allowing
unprocessed sensor data and requirements-compliant processed imagery, imagery services,
imagery-derived products and imagery support data to be shared, the United States Government shall
use its reasonable best efforts to minimize the effects on commercial sales. Acquisition and
dissemination of imagery and imagery products collected within the United States shall be
restricted in accordance with law and regulation.




H.24 (U) EXERCISE OF OPTIONS



a. (U) The Government has the unilateral right to exercise any option under this contract by a
contract modification signed by the Contracting Officer. The Government may exercise from time to
time, either in whole or in part, some or all the option CLINs. An option will be exercised by
issuance of a modification prior to the end of the current contract period. The Government will
provide written notice 30 days prior to its intent to exercise any option.



b. (U) If exercised, Option CLINs 0101, 0201, 0301, 0401, 0501, 0601, 0701, 0801, and 0901, SLA for
Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity) will be exercised not later
than the last day of the base period or not later than the last day of the subsequent option
period, as appropriate. The Government may exercise the Options under these CLINs only if the
preceding Option CLIN was exercised.



c. (U) CLIN 0002: In the event that the Government establishes CLIN 0002 as an Option, the
Government may unilaterally exercise CLIN 0002 at the pricing shown in Section B, Supplies or
Services/Prices, within 12 Months from award of the contract.



d. (U) If exercised, Option CLINs 0303, 0403, 0503, 0603, 0703, 0803, and 0903, SLA for Pixel &
Imagery Acquisition / Operations (Augmented Collection Capacity) will be exercised not later than
the last day of the base period or subsequent option period, as appropriate. The Government may
exercise the Options under these CLINs only if the preceding Option CLIN was exercised; HOWEVER,
the first Option exercised under CLIN Series 0x03 is dependent on successful completion of
Milestone #19 of the companion OTFPP Agreement No. HM0210-10-9-0001 to this contract. Accordingly,
if Milestone #19 does not occur until the Option CLIN 0403 time frame, Option CLIN 0403 will be
deemed the first Option period for purposes of this paragraph and contract.



e. (U) If exercised, Option CLINs 0104, 0204, 0304, 0404, 0504, 0604, 0704, 0804, and 0904
Value-Added Products and Services will be exercised not later than the last day of the base period
or not later than the last day of the subsequent option period, as appropriate. The Government may
exercise the Options under these CLINs only if the preceding Option CLIN was exercised.




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



HM0210-10-C-0003




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f. (U) If exercised, Option CLINs 0105, 0205, 0305, 0405, 0505, 0605, 0705, 0805, and 0905 Physical
Media Delivery will be exercised not later than the last day of the base period or not later than
the last day of the subsequent option period, as appropriate. The Government may exercise the
Options under these CLINs only if the preceding Option CLIN was exercised.



g. (U) If exercised, Option CLINs 0106, 0206, 0306, 0406, 0506, 0606, 0706, 0806, and 0906 System
Engineering Services Support will be exercised not later than the last day of the base period or
not later than the last day of the subsequent option period, as appropriate. The Government may
exercise the Options under these CLINs only if the preceding Option CLIN was exercised.




H.25 (U) PERMANENT WITHHOLD



(U) Under Option CLIN Series 0x03, the Government has the unilateral right to designate either a
portion of (in no smaller increments than monthly), or the entire option period (12 months), one
hundred (100%) percent “Permanent Withhold.” This declaration may occur at the time of an Option
Series 0x03 exercise or at any time during the Option period.



(U) In the event the Government exercises an Option and subsequently declares the augmentation
capacity as “Permanent Withhold,” either on a monthly basis or for the entire 12 month period of
performance, in lieu of the price set forth elsewhere in this contract for that Option, the
Contractor and the Government shall negotiate an equitable adjustment to the Option price for
effected period based on the duration of the “Permanent Withhold” declaration. In no event shall
the equitable adjustment be greater than fifty (50%) percent of the price shown in Section B,
Supplies or Services/Prices, for the declared “Permanent Withhold” duration period.



H.26 (U) SPECIAL TERMS AND CONDITIONS IN THE EVENT OF TERMINATION FOR CONVENIENCE AND/OR
CANCELLATION OF OTHER TRANSACTION FOR PROTOTYPE PROJECT (OTFPP) AGREEMENT AND SUBSEQUENT
IMPACTS TO OPTION CLIN SERIES 0x03




a. (U) In the event the Government terminates for its convenience, cancels, and/or does not fully
fund Item 0001, EnhancedView Imagery Acquisition Augmentation Capacity Prototype Asset, of the
companion OTFPP Agreement No. HM0210-10-9-0001 to this contract, and the Contractor proceeds with
development of an augmented collection capacity that becomes available within the term of this
contract (including option periods), the augmented collection capacity source asset shall become a
component of the Contractor’s satellite constellation under this contract.



b. (U) In lieu of the capacities set forth elsewhere in this contract that are based on the
completion and full funding of OTFPP Item 0001, the Contractor shall provide augmented
constellation capacity and deliver imagery and associated imagery support data in quantities based
on the percentage of the Government funding provided. The Contractor and the Government shall
negotiate an equitable adjustment to the pricing shown in Section B, Supplies or Services/Prices,
for any option performance period affected herein.



c. (U) The provisions of this clause with respect to termination shall in no way be deemed to limit
the rights of the Government under the Termination for the Government’s Convenience clause or the
Termination for Cause clause of this Contract.



H.27 (U) OPERATING & ORDERING PROCEDURES FOR THE SERVICE LEVEL AGREEMENT UNDER OPTION CLIN
SERIES 0x01 AND OPTION CLIN SERIES 0x03




a. (U) In the event the Government exercises any of the Options under Option CLIN Series 0x01 and
Option CLIN Series 0x03, the periods of performance for the following Option CLIN combinations will
be effective concurrently:




This Table is UNCLASSIFIED




	 	 	 
	Contract Years 4 through 10 Combination
	CLINs 0x01	 	CLINs 0x03
	Baseline Collection Capacity	 	Augmented Imagery Collection Capacity
	CLIN 0001 (Contract Year 1)

	 	N/A






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HM0210-10-C-0003




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This Table is UNCLASSIFIED




	 	 	 
	Contract Years 4 through 10 Combination
	CLINs 0x01	 	CLINs 0x03
	Baseline Collection Capacity	 	Augmented Imagery Collection Capacity
	Option CLIN 0101 (Contract Year 2)

	 	N/A
	Option CLIN 0201 (Contract Year 3)

	 	N/A
	Option CLIN 0301 (Contract Year 4)

	 	Option CLIN 0303 (Contract Year 4)
	Option CLIN 0401 (Contract Year 5)

	 	Option CLIN 0403 (Contract Year 5)
	Option CLIN 0501 (Contract Year 6)

	 	Option CLIN 0503 (Contract Year 6)
	Option CLIN 0601 (Contract Year 7)

	 	Option CLIN 0603 (Contract Year 7)
	Option CLIN 0701 (Contract Year 8)

	 	Option CLIN 0703 (Contract Year 8)
	Option CLIN 0801 (Contract Year 9)

	 	Option CLIN 0803 (Contract Year 9)
	Option CLIN 0901 (Contract Year 10)

	 	Option CLIN 0903 (Contract Year 10)





b. (U) Funding will be provided under each exercised CLIN at the prices set forth in this contract;
however, for daily operating and ordering purposes, for any Contract Year combination of Option
CLINs indicated in the table above, requirements for both the Baseline Collection Capacity
(Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, Appendix B) and
Augmented Imagery Collection Capacity (Contract Attachment 1, EnhancedView Imagery Acquisition
Statement of Work, Appendix A) will be conveyed to the Contractor through the Baseline Collection
Capacity CLIN. Capacity levels under the Baseline Collection Capacity and the Augmented Imagery
Collection Capacity, provided through the single Contractor satellite constellation, shall all be
ordered under the Baseline Collection Capacity CLIN. This results in a single Service Level
Agreement for the entire satellite constellation. In the event of conflict between the
aforementioned Appendix A and Appendix B, Appendix B shall govern for imagery acquired from the
CLIN 0001 constellation as of contract award, and Appendix A will govern for imagery acquired from
any augmentation asset.




H.28 (U) INDEFEASIBLE RIGHT TO USE THE AUGMENTED CAPABILITY



1. (U) At the conclusion of the development and prototype effort under this contracts companion
OTFPP Agreement No. HM0210-10-9-0001, the Contractor hereby granted the Government an exclusive,
indefeasible irrevocable right to use the augmented capability (and the associated ground
architecture necessary for use of the augmented capability) developed under the OTFPP for the life
the asset (satellite) at the levels delineated herein, including option periods. The Contractor
conveys “beneficial ownership” to the Government, although the legal title is retained by the
Contractor. The Contractor and the Government agree that this right to use constitutes a property
interest and is not an executory contract or a lease. The Government may exercise this right to use
for any legal purpose, possesses unrestricted transfer rights, and has the right not to be disposed
of this property interest except by due process of law.



2. (U) The Government assumes no liability associated with the operational use of, or maintenance
of, the space (satellite) and ground segments associated with the augmented capability. All
operational requirements and maintenance of the space and ground segments are the sole
responsibility of the contractor.



3. (U) The indefeasible right conveyed herein by the Contractor to the Government shall extend
beyond the term of this contract and any successor contract(s) in perpetuity through the life
of the asset.



H.29 (U) RESERVED



H.30 (U) SPECIAL TERMS AND CONDITIONS FOR INTERIM PAYMENTS, LINE ITEM 0002 — PAYMENT
EVENT AND AMOUNT




(U) Payment Event and Amount. The interim payment events, payment amounts and associated CLINs are
as follows:



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CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS
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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.



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(U) SECTION I - Contract Clauses



I.1 (U) FAR 52.204-2 SECURITY REQUIREMENTS. (AUG 1996)



I.2 (U) FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER. (AUG 2000)



I.3 (U) FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION. (APR 2008)



I.4 (U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS — COMMERCIAL ITEMS. (MAR 2009)



I.5 (U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS — COMMERCIAL ITEMS. (MAR 2009) — ALTERNATE
I (OCT 2008) (Applicable to CLIN 0x05 and CLIN 0x06 series only)





               Fill-in for paragraph (a)(4): [Portion of labor rate attributable to profit: As
negotiated for individual tasks.]



I.6 (U) FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE
ORDERS-COMMERCIAL ITEMS. (APR 2010)




(a) (U) The Contractor shall comply with the following Federal Acquisition Regulation (FAR)
clauses, which are incorporated in this contract by reference, to implement provisions of law or
Executive orders applicable to acquisitions of commercial items:





(1) 52.222-50,
Combating Trafficking in Persons (FEB 2009) (22
U.S.C. 7104(g)).




Alternate I (Aug 2007) of 52.222-50 (22 U.S.C.
7104(g)).




(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).




(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77,
108-78).


(b) (U) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting
Officer has indicated as being incorporated in this contract by reference to implement provisions
of law or Executive orders applicable to acquisitions of commercial items: Contracting Officer
check “þ” as appropriate.





þ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with
Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).




þ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252,
Title VI, Chapter 1 (41 U.S.C. 251 note)).




o (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of
2009 (MAR 2009) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American
Recovery and Reinvestment Act of 2009.)




o (4) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (MAR 2009)
(Pub. L. 111 -5). 


o (5) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15 U.S.C.
657a).




þ (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns
(JUL 2005) (if the offeror elects to waive the preference, it shall so indicate in its
offer) (15 U.S.C. 657a).




o (7) Reserved.




o (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).



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     o (ii) Alternate I (OCT 1995) of 52.219-6.



     o (iii) Alternate II (MAR 2004) of 52.219-6.


o (9)(i) 52.219-7, Notice of Partial Small Business
Set-Aside (JUN 2003) (15 U.S.C. 644).




     o (ii) Alternate I (OCT 1995) of 52.219-7.



     o (iii) Alternate II (MAR 2004) of 52.219-7.


þ (10) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637
(d)(2) and (3)).



[*] (11)(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (15
U.S.C. 637(d)(4).




          *
See Clause I.34 for DoD Deviation to this Clause.




     o (ii) Alternate I (OCT 2001) of 52.219-9.



     o (iii) Alternate II (OCT 2001) of 52.219-9.


o (12) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C.
637(a)(14)).



þ (13) 52.219-16, Liquidated Damages—Subcontracting Plan (JAN 1999) (15 U.S.C.
637(d)(4)(F)(i)).



o (14)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged
Business Concerns (OCT 2008) (10 U.S.C. 2323)(if the offeror elects to waive the adjustment, it
shall so indicate in its offer.)




     o (ii) Alternate I (JUN 2003) of 52.219-23.


o (15) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged
Status and Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).



o (16) 52.219-26, Small Disadvantaged Business Participation Program—Incentive
Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).



o (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business
Set-Aside (May 2004)(15 U.S.C. 657 f).



þ (18) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009)
(15 U.S.C. 632(a)(2)).



þ (19) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).



þ (20) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (AUG 2009) (E.O. 13126).



þ (21) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).



þ (22) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).



þ (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).



þ (24) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).



þ (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).




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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.





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þ (26) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not
applicable to the acquisition of commercially available off-the-shelf items or certain other types
of commercial items as prescribed in 22.1803.)



o (27)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated
Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of
commercially available off-the-shelf items.)





o (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to
the acquisition of commercially available off-the-shelf items.)


o (28) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).



o (29)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer
Products (DEC 2007) (E.O. 13423).




     o (ii) Alternate I (DEC 2007) of 52.223-16.


o (30) 52.225-1, Buy American Act — Supplies (FEB 2009) (41 U.S.C.
10a-10d).



o (31)(i) 52.225-3, Buy American Act-Free Trade Agreements—Israeli Trade Act (JUN 2009) (41
U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77,
108-78,108-286,108-302,109-53,109-169,109-283, and 110-138).





o (ii) Alternate I (JAN 2004) of 52.225-3.




o (iii) Alternate II (JAN 2004) of 52.225-3.


o (32) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C.
3301 note).



þ (33) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.’s,
proclamations, and statutes administered by the Office of Foreign Assets Control of the
Department of the Treasury).



o (34) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).



o (35) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42
U.S.C. 5150).



o (36) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C.
255(f), 10 U.S.C. 2307(f)).



o (37) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C.
2307(f)).



þ (38) 52.232-33, Payment by Electronic Funds Transfer — Central Contractor Registration (OCT
2003) (31 U.S.C. 3332).



o (39) 52.232-34, Payment by Electronic Funds Transfer — Other than Central Contractor Registration
(MAY 1999) (31 U.S.C. 3332).



o (40) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).



þ (41) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).



o (42)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)
(46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).




     o(ii) Alternate I (APR 2003) of 52.247-64



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(c) (U) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to
commercial services, that the Contracting Officer has indicated as being incorporated in this
contract by reference to implement provisions of law or Executive orders applicable to acquisitions
of commercial items: (Contracting Officer check “þ” as appropriate.)





o (1) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq.).




o (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and
41 U.S.C. 351, et seq.).




o (3) 52.222-43, Fair Labor Standards Act and Service Contract Act-Price Adjustment
(Multiple Year and Option Contracts) (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).




o (4) 52.222-44, Fair Labor Standards Act and Service Contract Act-Price Adjustment (SEP 2009)
(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).




o (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment—Requirements (NOV 2007) (41 U.S.C.
351, et seq.).




o (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for
Certain Services-Requirements (FEB 2009) (41 U.S.C. 351, et seq.).




o (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub.
L. 110-247).




o (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(l)).


(d) (U) Comptroller General Examination of Record. The Contractor shall comply with the provisions
of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the
simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -
Negotiation.




     (1) The Comptroller General of the United States, or an authorized representative of the
Comptroller General, shall have access to and right to examine any of the Contractor’s directly
pertinent records involving transactions related to this contract.



     (2) The Contractor shall make available at its offices at all reasonable times the records,
materials, and other evidence for examination, audit, or reproduction, until 3 years after final
payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor
Records Retention, of the other clauses of this contract. If this contract is completely or
partially terminated, the records relating to the work terminated shall be made available for 3
years after any resulting final termination settlement. Records relating to appeals under the
disputes clause or to litigation or the settlement of claims arising under or relating to this
contract shall be made available until such appeals, litigation, or claims are finally resolved.



     (3) As used in this clause, records include books, documents, accounting procedures and
practices, and other data, regardless of type and regardless of form. This does not require the
Contractor to create or maintain any record that the Contractor does not maintain in the
ordinary course of business or pursuant to a provision of law.


(e)(l) (U) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of
this clause, the Contractor is not required to flow down any FAR clause, other than those in this
paragraph (e)(l) in a subcontract for commercial items. Unless otherwise indicated below, the
extent of the flow down shall be as required by the clause—





(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L.
110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).




(ii) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637(d)(2)
and (3)), in all subcontracts that offer further subcontracting opportunities. If the
subcontract (except subcontracts to small business concerns) exceeds $550,000
($1,000,000 for construction of any public facility), the subcontractor



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must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.




(iii) Reserved.




(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).




(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the
Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).




(vi) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C.
793).




(vii) Reserved.




(viii) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq.).




(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).




Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).




(x) 52.222-51, Exemption from Application of the Service Contract Act to
Contracts for Maintenance, Calibration, or Repair of Certain
Equipment—Requirements (NOV 2007) (41 U.S.C. 351, et seq.).




(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts
for Certain Services-Requirements (FEB 2009)(41 U.S.C. 351, et seq.).




(xii) 52.222-54, Employment Eligibility Verification (Jan 2009).




(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009)
(Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause
52.226-6.




(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006)
(46 U.S.C. Appx 124l(b) and 10 U.S.C. 2631). Flow down required in accordance with
paragraph (d) of FAR clause 52.247-64.



     (2) While not required, the contractor may include in its subcontracts for commercial
items a minimal number of additional clauses necessary to satisfy its contractual obligations.




	I.7	 	(U) FAR 52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR
PRICING DATA — MODIFICATIONS. (OCT 1997)
	 
	I.8	 	(U) FAR 52.216-22 INDEFINITE QUANTITY. (OCT 1995) (Applicable to CLIN Series 0x04 and 0x05)




(a) (U) This is an indefinite-quantity contract for the supplies or services specified, and
effective for the period stated, in the Schedule. The quantities of supplies and services specified
in the Schedule are estimates only and are not purchased by this contract.



(b) (U) Delivery or performance shall be made only as authorized by orders issued in accordance
with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the
supplies or services specified in the Schedule up to and including the quantity designated in the
Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services
designated in the Schedule as the “minimum.”



(c) (U) Except for any limitations on quantities in the Order Limitations clause or in the
Schedule, there is no limit on the number of orders that may be issued. The Government may issue
orders requiring delivery to multiple destinations or performance at multiple locations.




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(d) (U) Any order issued during the effective period of this contract and not completed within that
period shall be completed by the Contractor within the time specified in the order. The contract
shall govern the Contractor’s and Government’s rights and obligations with respect to that order to
the same extent as if the order were completed during the contract’s effective period; provided,
that the Contractor shall not be required to make any deliveries under this contract after April
30, 2022.





	I.9	 	(U) FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)




(a) The Government may extend the term of this contract by written notice to the Contractor within
90 days; provided that the Government gives the Contractor a preliminary written notice of its
intent to extend at least [ ]days (60 days unless a different number of days is inserted) before the
contract expires. The preliminary notice does not commit the Government to an extension.



(b) If the Government exercises this option, the extended contract shall be considered to include
this option clause.



(c) The total duration of this contract, including the exercise of any options under this clause,
shall not exceed 10 years.





	I.10	 	(U) FAR 52.227-1 AUTHORIZATION AND CONSENT. (DEC 2007) Alternative I (APR 1984)
	 
	I.11	 	(U) FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
INFRINGEMENT. (DEC 2007)
	 
	I.12	 	(U) FAR 52.232-11 EXTRAS. (APR 1984)
	 
	I.13	 	(U) FAR 52.243-1 CHANGES — FIXED-PRICE. (AUG 1987)
	 
	I.14	 	(U) FAR 52.243-7 NOTIFICATION OF CHANGES. (APR 1984)




(a) (U) Definitions. “Contracting Officer,” as used in this clause, does not include any
representative of the Contracting Officer.



(U) “Specifically Authorized Representative (SAR),” as used in this clause, means any person the
Contracting Officer has so designated by written notice (a copy of which shall be provided to the
Contractor) which shall refer to this paragraph and shall be issued to the designated
representative before the SAR exercises such authority.



(b) (U) Notice. The primary purpose of this clause is to obtain prompt reporting of Government
conduct that the Contractor considers to constitute a change to this contract. Except for changes
identified as such in writing and signed by the Contracting Officer, the Contractor shall notify
the Administrative Contracting Officer in writing promptly, within 7 calendar days (with a copy to
the COR) (to be negotiated) calendar days from the date that the Contractor identifies any
Government conduct (including actions, inactions, and written or oral communications) that the
Contractor regards as a change to the contract terms and conditions. On the basis of the most
accurate information available to the Contractor, the notice shall state




     (1) (U) The date, nature, and circumstances of the conduct regarded as a change;



     (2) (U) The name, function, and activity of each Government individual and Contractor official
or employee involved in or knowledgeable about such conduct;



     (3) (U) The identification of any documents and the substance of any oral communication involved
in such conduct;



     (4) (U) In the instance of alleged acceleration of scheduled performance or delivery, the basis
upon which it arose;



     (5) (U) The particular elements of contract performance for which the Contractor may seek
an equitable adjustment under this clause, including -




(i) (U) What contract line items have been or may be affected by the alleged change;



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          (ii) (U) What labor or materials or both have been or may be added, deleted, or wasted by
the alleged change;




          (iii) (U) To the extent practicable, what delay and disruption in the manner and sequence of
performance and effect on continued performance have been or may be caused by the alleged change;




          (iv) (U) What adjustments to contract price, delivery schedule, and other provisions
affected by the alleged change are estimated; and




     (6) (U) The Contractor’s estimate of the time by which the Government must respond to the
Contractor’s notice to minimize cost, delay or disruption of performance.


(c) (U) Continued performance. Following submission of the notice required by paragraph (b) of this
clause, the Contractor shall diligently continue performance of this contract to the maximum extent
possible in accordance with its terms and conditions as construed by the Contractor, unless the
notice reports a direction of the Contracting Officer or a communication from a SAR of the
Contracting Officer, in either of which events the Contractor shall continue performance; provided,
however, that if the Contractor regards the direction or communication as a change as described in
paragraph (b) of this clause, notice shall be given in the manner provided. All directions,
communications, interpretations, orders and similar actions of the SAR shall be reduced to writing
promptly and copies furnished to the Contractor and to the Contracting Officer. The Contracting
Officer shall promptly countermand any action which exceeds the authority of the SAR.



(d) (U) Government response. The Contracting Officer shall promptly, within [ ] (to be
negotiated) calendar days after receipt of notice, respond to the notice in writing. In
responding, the Contracting Officer shall either -




     (1) (U) Confirm that the conduct of which the Contractor gave notice constitutes a change and
when necessary direct the mode of further performance;



     (2) (U) Countermand any communication regarded as a change;



     (3) (U) Deny that the conduct of which the Contractor gave notice constitutes a change and
when necessary direct the mode of further performance; or



     (4) (U) In the event the Contractor’s notice information is inadequate to make a decision
under paragraphs (d)(1), (2), or (3) of this clause, advise the Contractor what additional
information is required, and establish the date by which it should be furnished and the date
thereafter by which the Government will respond.


(e) (U) Equitable adjustments. (1) If the Contracting Officer confirms that Government conduct
effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in
the Contractor’s cost of, or the time required for, performance of any part of the work under this
contract, whether changed or not changed by such conduct, an equitable adjustment shall be made -





(i) (U) In the contract price or delivery schedule or both; and




(ii) (U) In such other provisions of the contract as may be affected.



     (2) (U) The contract shall be modified in writing accordingly. In the case of drawings,
designs or specifications which are defective and for which the Government is responsible, the
equitable adjustment shall include the cost and time extension for delay reasonably incurred by the
Contractor in attempting to comply with the defective drawings, designs or specifications before
the Contractor identified, or reasonably should have identified, such defect. When the cost of
property made obsolete or excess as a result of a change confirmed by the Contracting Officer under
this clause is included in the equitable adjustment, the Contracting Officer shall have the right
to prescribe the manner of disposition of the property. The equitable adjustment shall not include
increased costs or time extensions for delay resulting from the Contractor’s failure to provide
notice or to continue performance as provided, respectively, in paragraphs (b) and (c) of this
clause.


(U) Note: The phrases “contract price” and “cost” wherever they appear in the clause, may be
appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations
thereof.




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	I.15	 	(U) FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS. (APR 2010)




(a) (U) Definitions. As used in this clause—



“Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions.



“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or
affiliates of the Contractor or subcontractor at any tier.



(b) (U) To the maximum extent practicable, the Contractor shall incorporate, and require its
subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as
components of items to be supplied under this contract.



(c)(l) (U) The Contractor shall insert the following clauses in subcontracts for commercial items:




          (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252,
Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000 and has a
performance period of more than 120 days. In altering this clause to identify the appropriate
parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law
shall be directed to the agency Office of the Inspector General, with a copy to the Contracting
Officer.




          (ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act
of 2009 (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.




          (iii) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637(d)(2) and
(3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract
(except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of
any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer
subcontracting opportunities.




          (iv) 52.222-26, Equal Opportunity (MAR 2007) (E.0. 11246).




          (v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam
Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212(a)).




          (vi) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C.
793).




          (vii) Reserved.




          (viii) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).




          (ix) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46
U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of
FAR clause 52.247-64.




     (2) (U) While not required, the Contractor may flow down to subcontracts for commercial items
a minimal number of additional clauses necessary to satisfy its contractual obligations.


(d) (U) The Contractor shall include the terms of this clause, including this paragraph (d), in
subcontracts awarded under this contract.





	I.16	 	(U) FAR 52.245-1 GOVERNMENT PROPERTY. (JUN 2007)
	 
	I.17	 	(U) FAR 52.245-9 USE AND CHARGES. (JUN 2007)
	 
	I.18	 	(U) FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)





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A [*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.





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(U) This contract incorporates one or more clauses by reference, with the same force and effect as
if they were given in full text. Upon request, the Contracting Officer will make their full text
available. Also, the full text of a clause may be accessed electronically at this/these
address(es): http://farsite.hill.af.mil/ vffara.htm and http://farsite.hill.af.mil/ vfdara.htm





	I.19	 	(U) FAR 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)
	 
	I.20	 	(U) DFARS 252.201-7000 CONTRACTING OFFICER’S REPRESENTATIVE. (DEC 1991)
	 
	I.21	 	(U) DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (JAN
2009)
	 
	I.22	 	(U) DFARS 252.204-7000 DISCLOSURE OF INFORMATION. (DEC 1991)




(a) (U) The Contractor shall not release to anyone outside the Contractor’s organization any
unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any
part of this contract or any program related to this contract, unless —





(1) (U) The Contracting Officer has given prior written approval; or




(2) (U) The information is otherwise in the public domain before the date of release.


(b) (U) Requests for approval shall identify the specific information to be released, the medium to
be used, and the purpose for the release. The Contractor shall submit its request to the
Contracting Officer at least 45 days before the proposed date for release.



(c) (U) The Contractor agrees to include a similar requirement in each subcontract under this
contract. Subcontractors shall submit requests for authorization to release through the prime
contractor to the Contracting Officer.





	I.23	 	(U) DFARS 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT. (APR 1992)






	I.24	 	(U) DFARS 252.204-7004 ALTERNATE A, CENTRAL CONTRACTOR REGISTRATION. (SEP 2007)




(a) (U) Definitions. As used in this clause—



(U) “Central Contractor Registration (CCR) database” means the primary Government repository for
contractor information required for the conduct of business with the Government.



(U) “Commercial and Government Entity (CAGE) code” means—




     (1) (U) A code assigned by the Defense Logistics Information Service (DLIS) to identify a
commercial or Government entity; or



     (2) (U) A code assigned by a member of the North Atlantic Treaty Organization that DLIS
records and maintains in the CAGE master file. This type of code is known as an “NCAGE code.”


(U) “Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and
Bradstreet, Inc. (D&B) to identify unique business entities.



(U) Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus
a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this
4-character suffix.) This 4-character suffix may be assigned at the discretion of the business
concern to establish additional CCR records for identifying alternative Electronic Funds Transfer
(EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent
concern.



(U) “Registered in the CCR database” means that—




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     (1) (U) The Contractor has entered all mandatory information, including the DUNS number or the
DUNS+4 number, into the CCR database;



     (2) (U) The Contractor’s CAGE code is in the CCR database; and



     (3) (U) The Government has validated all mandatory data fields, to include validation of the
Taxpayer Identification Number (TIN) with the Internal Revenue Service, and has marked the records
“Active.” The Contractor will be required to provide consent for TIN validation to the Government
as part of the CCR registration process.




	I.25	 	(U) DFARS 252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITIES. (NOV 2001)






	I.26	 	(U) DFARS 252.204-7006 BILLING INSTRUCTIONS. (OCT 2005)






	I.27	 	(U) DFARS 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE
GOVERNMENT OF A TERRORIST COUNTRY. (DEC 2006)






	I.28	 	(U) DFARS 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR
EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (APR 2010)




(a) (U) The Contractor agrees to comply with the following Federal Acquisition Regulation
(FAR) clause which, if checked, is included in this contract by reference to implement a provision
of law applicable to acquisitions of commercial items or components.





þ 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).


(b) (U) The Contractor agrees to comply with any clause that is checked on the following list of
Defense FAR Supplement clauses which, if checked, is included in this contract by reference to
implement provisions of law or Executive orders applicable to acquisitions of commercial items or
components.





(1) þ 252.203-7000, Requirements Relating to Compensation of Former DoD Officials (JAN 2009)
(Section 847 of Pub. L. 110-181).




(2) o 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10
U.S.C. 2416).




(3) þ* 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (APR 2007) (15 U.S.C.
637).




*
See Clause I.34 for DoD Deviation to this Clause.




(4) þ* 252.219-7004, Small Business Subcontracting Plan (Test Program) (AUG 2008) (15 U.S.C.
637 note).




*
See Clause I.34 for DoD Deviation to this Clause.




(5) o 252.225-7001, Buy American Act and Balance of Payments Program (JAN 2009) (41 U.S.C.
10a-10d, E.O. 10582).




(6) o 252.225-7008, Restriction on Acquisition of Specialty Metals (JUL 2009) (10 U.S.C. 2533b).




(7) o 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals
(JUL 2009) (10 U.S.C. 2533b).




(8) þ 252.225-7012, Preference for Certain Domestic Commodities (DEC 2008) (10 U.S.C. 2533a).




(9) o 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C.
2533a).




(10) o 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006)
(Section 8065 of Public Law



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107-117 and the same restriction in subsequent DoD appropriations acts).




(11)(i) þ 252.225-7021, Trade Agreements (NOV 2009) (19 U.S.C. 2501-2518 and 19 U.S.C.
3301 note).




(ii) o Alternate I (SEP 2008).




(12) o 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22
U.S.C. 2779).




(13) o 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22
U.S.C. 2755).




(14)(i) o 252.225-7036, Buy American Act-Free Trade Agreements-Balance of Payments Program (JUL
2009) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).




(ii) o Alternate I (JUL 2009) of 252.225-7036.




(15) o 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C.
2534(a)(3)).




(16) þ 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises,
and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and
similar sections in subsequent DoD appropriations acts).




(17) þ 252.227-7015, Technical Data—Commercial Items (NOV 1995) (10 U.S.C. 2320).




(18) þ 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 1999) (10
U.S.C. 2321).




(19) þ 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR
2008) (10 U.S.C. 2227).




(20) þ 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP
2006) (Section 1092 of Public Law 108-375).




(21) þ 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).




(22) o 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost
Bearer (JUL 2009) (Section 884 of Public Law 110-417).




(23)(i) þ 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).




(ii) o Alternate I (MAR 2000) of 252.247-7023.




(iii) o Alternate II (MAR 2000) of 252.247-7023.




(iv)
o Alternate III (MAY 2002) of 252.247-7023.




(24) o 252.247-7024, Notification of Transportation of Supplies by Sea (MAR
2000) (10 U.S.C. 2631).


(c) (U) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions
Required to Implement Statutes or Executive Orders—Commercial Items clause of this contract (FAR
52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in
subcontracts for commercial items or commercial components, awarded at any tier under this
contract:





(1) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006)
(Section 1092 of Public Law 108-375).




(2) 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer
(JUL 2009)



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	 	 	(Section 884 of Public Law 110-417).
	 
	 	 	 (3) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).
	 
	 	 	 (4) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C.
2631).
	 
	I.29	 	(U) DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA-NONCOMMERCIAL ITEMS. (NOV 1995) (Applicable
to CLIN 0002 and CLIN Series 0x06) *






* (U) See Contract Attachment 5, List of Data Delivered with Government Purpose
Rights, and Contract Attachment 6, List of Data with Limited Rights.




	I.30	 	(U) DFARS 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER
SOFTWARE DOCUMENTATION. (JUN 1995) (Applicable to CLIN 0002 and CLIN Series 0x06) *






* (U) See Contract Attachment 5, List of Data Delivered with Government Purpose
Rights, and Contract Attachment 6, List of Data with Limited Rights.




	I.31	 	(U) DFARS 252.232-7007 LIMITATION OF GOVERNMENT’S OBLIGATION. (MAY 2006)




(a)
(U) Contract line item(s) (See Section B, Total Contract Price/Total Contract Funding)
through (See Section B, Total Contract Price/Total Contract Funding) are incrementally
funded. For these item(s), the sum of $(See Section B, Total Contract Price/Total Contract
Funding) of the total price is presently available for payment and allotted to this contract.
An allotment schedule is set forth in paragraph (j) of this clause.



(b) (U) For item(s) identified in paragraph (a) of this clause, the Contractor agrees to perform
up to the point at which the total amount payable by the Government, including reimbursement in
the event of termination of those item(s) for the Government’s convenience, approximates the total
amount currently allotted to the contract. The Contractor is not authorized to continue work on
those item(s) beyond that point. The Government will not be obligated in any event to reimburse
the Contractor in excess of the amount allotted to the contract for those item(s) regardless of
anything to the contrary in the clause entitled “Termination for Convenience of the Government.”
As used in this clause, the total amount payable by the Government in the event of termination of
applicable contract line item(s) for convenience includes cost, profit, and estimated termination
settlement costs for those items(s).



(c) (U) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this
clause, the Contractor will notify the Contracting Officer in writing at least ninety days prior
to the date when, in the Contractor’s best judgment, the work will reach the point at which the
total amount payable by the Government, including any cost for termination for convenience, will
approximate 85 percent of the total amount then allotted to the contract for performance of the
applicable item(s). The notification will state (1) the estimated date when that point will be
reached and (2) an estimate of additional funding, if any, needed to continue performance of
applicable line items up to the next scheduled date for allotment of funds identified in paragraph
(j) of this clause, or to a mutually agreed upon substitute date. The notification will also
advise the Contracting Officer of the estimated amount of additional funds that will be required
for the timely performance of the item(s) funded pursuant to this clause, for subsequent period as
may be specified in the allotment schedule in paragraph (j) of this clause, or otherwise agreed to
by the parties. If after such notification additional funds are not allotted by the date
identified in the Contractor’s notification, or by an agreed substitute date, the Contracting
Officer will terminate any item(s) for which additional funds have not be allotted, pursuant to
the clause of this contract entitled “Termination for Convenience of the Government.”



(d) (U) When additional funds are allotted for continued performance of the contract line item(s)
identified in paragraph (a) of this clause the parties will agree as to the period of contract
performance which will be covered by the funds. The provisions of paragraph (b) through (d) of
this clause will apply in like manner to the additional allotted funds and agreed substitute date,
and the contract will be modified accordingly.



(e) (U) If, solely by reason of failure of the Government to allot additional funds, by the
dates indicated below, in amounts sufficient for timely performance of the contract line item(s)
identified in paragraph (a) of this clause, the Contractor incurs additional costs or is delayed in
the performance of the work under this contract and if additional funds are allotted, an




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equitable adjustment will be made in the price or prices (including appropriate target, billing,
and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure
to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact
within the meaning of the clause entitled “Disputes.”



(f) (U) The Government may at any time prior to termination allot additional funds for the
performance of the contract line item(s) identified in paragraph (a) of this clause.



(g) (U) The termination provisions of this clause do not limit the rights of the Government under
the clause entitled “Default.” The provisions of this clause are limited to the work and allotment
of funds for the contract line item(s) set forth in paragraph (a) of this clause. This clause no
longer applies once the contract is fully funded except with regard to the rights or obligations of
the parties concerning equitable adjustments negotiated under paragraphs (d) or (e) of this clause.



(h) (U) Nothing in this clause affects the right of the Government to terminate this contract
pursuant to the clause of this contract entitled “Termination for Convenience of the
Government.”



(i) (U) Nothing in this clause shall be construed as authorization of voluntary services whose
acceptance is otherwise prohibited under 31 U.S.C. 1342.



(j) (U) The parties contemplate that the Government will allot funds to this contract in
accordance with the following schedule: Quarterly by Government Fiscal Year.





	I.32	 	(U) DFARS 252.232-7010 LEVIES ON CONTRACT PAYMENTS. (DEC 2006)
	 
	I.33	 	(U) DFARS 252.243-7001 NOTICE OF CONTRACT MODIFICATIONS. (DEC 1991)
	 
	I.34	 	(U) SUBCONTRACTING REPORTING SYSTEM




(U) In
accordance with DoD Class Deviation 2008-O0008 dated 12 Feb 2009, as stated in DFARS
219.708(b)(l)(B), the following clauses are authorized for use in lieu of the FAR and DFARS
clauses. The full text of all the below Deviation Clauses may be obtained using the link to the
Class Deviation provided at DFARS 219.708(b)(l)(B).



a. (U) In reference to FAR Clause provided at I.6, FAR 52.212-5(b)(l 1); 52.219-9, Small
Business Subcontracting Plan (DEVIATION) applies in lieu of FAR Clause 52.219-9, Small Business
Subcontracting Plan (APR 2008).



b. (U) In reference to DFARS Clause provided at I.27, 252.212-7001(c)(3); 252.219-7003, Small
Business Subcontracting Plan (DoD Contracts)(DEVIATION) applies in lieu of 252.219-7003, Small
Business Subcontracting Plan (DoD Contracts).



c. (U) In reference to DFARS Clause provided at I.27, 252.212-7001(c)(4); use 252.219-7004, Small
Business Subcontracting Plan (Test Program) applies in lieu of 252.219-7004, Small Business
Subcontracting Plan (Test Program) (AUG 2008).



d. (U) All the above clauses that apply are incorporated by reference.




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(U) SECTION J — List of Documents Exhibits and Other Attachments





	J.1	 	(U) LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS





This Table is UNCLASSIFIED




	 	 	 	 	 
	Attachment	 	Description	 	Date
	1

	 	EnhancedView Imagery Acquisition Statement of Work (SOW) (CLASSIFIED)
	 	July 14, 2010
	 
	 	 	 	 
	2

	 	DD Form 254, Contract Security Classification Specification, Revision 1
	 	January 27, 2010
	 
	 	 	 	 
	3

	 	Government Furnished Property List (to be determined based on
Offeror’s proposal)
	 	June 25, 2010
	 
	 	 	 	 
	4

	 	Small Business Subcontracting Plan (to be provided by Offeror)
	 	June 25, 2010
	 
	 	 	 	 
	5

	 	List of Data Delivered with Government Purpose Rights (to be provided
by Offeror)
	 	March 1, 2010
	 
	 	 	 	 
	6

	 	List of Data with Limited Rights (to be provided by Offeror)
	 	March 1, 2010
	 
	 	 	 	 
	7

	 	Nondisclosure Agreement	 	 






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